8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 1, 2013

ING U.S., INC.

(Exact name of registrant as specified in its charter)

Delaware	001-35897	No. 52-1222820
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

230 Park Avenue New York, New York	10169
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 309-8200

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On May 7, 2013, ING U.S., Inc. (the “Company”) entered into a shareholder agreement (the “Shareholder Agreement”) with ING Groep N.V. (“ING Group”). A detailed description of the Shareholder Agreement is included in Amendment No. 6 to the Registration Statement on Form S-1, filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2013 (the “IPO Registration Statement”), under the caption “Certain Relationships and Related Party Transactions—Relationship with ING Group Following the Offering—Shareholder Agreement”. Such description is hereby incorporated by reference into this Item 1.01. A copy of the Shareholder Agreement is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K, and is hereby incorporated by reference into this Item 1.01.

On May 7, 2013, the Company entered into a transitional intellectual property license agreement (the “Transitional Intellectual Property License Agreement”) with ING Group. A detailed description of the Transitional Intellectual Property License Agreement is included in the IPO Registration Statement, under the caption “Certain Relationships and Related Party Transactions—Relationship with ING Group Following the Offering—Transitional Intellectual Property License Agreement”. Such description is hereby incorporated by reference into this Item 1.01. A copy of the Transitional Intellectual Property License Agreement is filed herewith as Exhibit 10.2 to this Current Report on Form 8-K, and is hereby incorporated by reference into this Item 1.01.

On May 7, 2013, the Company entered into an equity administration agreement (the “Equity Administration Agreement”) with ING Group. A detailed description of the Equity Administration Agreement is included in the IPO Registration Statement, under the caption “Certain Relationships and Related Party Transactions—Relationship with ING Group Following the Offering—Equity Administration Agreement”. Such description is hereby incorporated by reference into this Item 1.01. A copy of the Equity Administration Agreement is filed herewith as Exhibit 10.3 to this Current Report on Form 8-K, and is hereby incorporated by reference into this Item 1.01.

On May 7, 2013, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with ING Group. A detailed description of the Registration Rights Agreement is included in the IPO Registration Statement, under the caption “Shares Eligible for Future Sale—Registration Rights Agreement”. Such description is hereby incorporated by reference into this Item 1.01. A copy of the Registration Rights Agreement is filed herewith as Exhibit 10.4 to this Current Report on Form 8-K, and is hereby incorporated by reference into this Item 1.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective May 2, 2013, our Board of Directors appointed Rodney O. Martin, Jr., the Company’s Chief Executive Officer, to also serve as Chairman of the Board of Directors, replacing Jan H.M. Hommen, who will continue to serve as a director of the Company. Also effective May 2, 2013, our Board of Directors appointed Frederick S. Hubbell to serve as the Company’s Lead Director. Our Board of Directors has determined that Mr. Hubbell is “independent”, within the meaning of the listing rules of the New York Stock Exchange.

Effective May 2, 2013, our Board of Directors appointed David Zwiener to serve as director of the Company. Our Board of Directors also appointed J. Barry Griswell to serve as director of the Company, effective as of the earlier of 12:01 a.m. on June 1, 2013 and that time at which Mr. Griswell informs the secretary of the Corporation in writing that he is prepared, effective immediately, to join the Board of Directors (the “Griswell Appointment Time”). Messrs. Zwiener and Griswell will participate in the Company’s standard compensation plan for non-employee directors, pursuant to which they are each entitled to a fee of $100,000 per year in cash and $110,000 per year in deferred stock units or equivalents. Messrs. Zwiener and Griswell will also each receive a retainer of $20,000 per year for service as chairman of the Audit Committee and a retainer of $15,000 per year for service as chairman of the Compensation and Benefits Committee, respectively, of the Company’s Board of Directors, in addition to a retainer of $5,000 per year for each respective committee in which they serve. A description of the material terms of the Company’s compensation plan for non-employee directors is included in the IPO Registration Statement under the caption “Compensation of Executive Officers and Directors—Post-Offering Equity Compensation—2013 Omnibus Non-Employee Director Incentive Plan”. Such description is hereby incorporated by reference into this Item 5.02.

Biographical information concerning Messrs. Zwiener and Griswell is included in the IPO Registration Statement under the caption “Management—Our Directors”, and is hereby incorporated by reference into this Item 5.02. Our Board of Directors has determined that each of Messrs. Zwiener and Griswell is “independent”, within the meaning of the listing rules of the New York Stock Exchange.

Effective May 2, 2013, our Board of Directors appointed Mr. Zwiener and Mr. Hubbell to serve as members of the Audit Committee of the Company’s Board of Directors. Mr. Zwiener has been appointed to serve as Chairman of the Audit Committee. Our Board of Directors has also appointed Mr. Griswell and Johannes M.M. Boers, a member of the Board of Directors, to serve as members of the Audit Committee, effective as of the Griswell Appointment Time.

Effective May 2, 2013, our Board of Directors appointed Mr. Hubbell, Mr. Hommen, and Willem F. Nagel, a member of the Board of Directors, to serve as members of the Compensation and Benefits Committee of the Company’s Board of Directors. In addition, our Board of Directors has appointed Mr. Griswell as chairman of the Compensation and Benefits Committee, effective as of the Griswell Appointment Time.

Effective May 2, 2013, our Board of Directors appointed Mr. Hubbell, Mr. Hommen and Dirk H. Harryvan, a member of the Board of Directors, to serve as members of the Nominating and Governance Committee of the Company’s Board of Directors. Mr . Hubbell has been appointed to serve as Chairman of the Nominating and Governance Committee. In addition, our Board of Directors has appointed Mr. Griswell to serve as a member of the Nominating and Governance Committee, effective as of the Griswell Appointment Time.

Effective May 2, 2013, our Board of Directors appointed Mr. Harryvan, Mr. Nagel and Patrick G. Flynn, a member of the Board of Directors, to serve as members of the Finance Committee of the Company’s Board of Directors. Mr. Harryvan has been appointed to serve as Chairman of the Finance Committee.

Effective May 2, 2013, our Board of Directors appointed Mr. Martin, Mr. Hommen, and Mr. Zwiener to serve as members of the Executive Committee of the Company’s Board of Directors. On that date, our Board of Directors also appointed Mr. Boers to serve as an alternate member of the Executive Committee, to act in circumstances where Mr. Hommen is unavailable. Mr. Martin has been appointed to serve as Chairman of the Executive Committee.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 2, 2013, the Company’s amended and restated by-laws became effective. The amended and restated by-laws have been filed as Exhibit 3.1 to this Current Report on Form 8-K and are hereby incorporated by reference into this Item 5.03.

Item 7.01 Regulation FD Disclosure.

ING Group has announced that, on May 8, 2013, it will release earnings for the quarter ended March 31, 2013. ING Group continues to consolidate us for financial reporting purposes. ING Group’s results will therefore include financial and other information relating to us, including information that has not previously been disclosed. ING Group reports earnings on the basis of International Financial Reporting Standards (IFRS), which differs in many respects from Generally Accepted Accounting Principles in the United States (US GAAP), the basis on which we report earnings. You should therefore not consider our results, as reported by ING Group under IFRS, as necessarily indicative of our results under US GAAP. We intend to announce our quarterly earnings under US GAAP on May 23, 2013.

When published, a copy of ING Group’s earnings announcement, quarterly report and statistical supplement as of and for the quarter ended March 31, 2013 will be available at http://www.ing.com/Our-Company/Investor-relations.htm. You may access the same website for information as to how to dial into ING Group’s earnings call for the quarter.

We hereby confirm, as of the date of this report, the preliminary US GAAP earnings estimates included in the IPO Registration Statement under the caption “Summary—Preliminary Results for the Quarter Ended March 31, 2013”.

Item 8.01 Other Events.

On May 7, 2013, the Company completed the offering of 65,192,307 shares of Common Stock, including the issuance and sale by the Company of 30,769,230 shares of Common Stock and the sale by ING Insurance International B.V. (the “Selling Stockholder”), an indirect wholly owned subsidiary of ING Group and previously the Company’s sole stockholder, of 34,423,077 shares of the Company’s outstanding stock (collectively, the “IPO”). The sales were made pursuant to an underwriting agreement, dated as of May 1, 2013 (the “Underwriting Agreement”), among the Company, the Selling Stockholder, and the underwriters named therein (the “Underwriters”).

Shares of the Company’s Common Stock were initially offered to the public by the Underwriters at a per-share price of $19.50 (the “IPO Price”). The net proceeds to the Company from the IPO were approximately $570 million. Following the IPO, the Selling Stockholder continues to hold approximately 75% of the Company’s outstanding Common Stock. Pursuant to the Underwriting Agreement, the Selling Stockholder has granted the Underwriters an option to acquire from the Selling Stockholder up to an additional 9,778,846 shares of Common Stock at the IPO Price.

On May 1, 2013, and as more fully described in the IPO Registration Statement, the Board of Directors of the Company authorized the issuance of warrants (the “Warrants”) to purchase up to 26,050,846 shares of its common stock, par value $0.01 per share (“Common Stock”) to ING Group, pursuant to a warrant agreement, dated as of May 7, 2013 (the “Warrant Agreement”), among the Company, Computershare Inc. and Computershare Trust Company, N.A., as warrant agent. The initial exercise price of the Warrants is $48.75 per share, subject to adjustments, including for stock dividends, certain cash dividends, subdivisions, combinations, reclassifications and non-cash distributions. The Warrants also provide for, upon the occurrence of certain change of control events affecting the Company, an increase in the number of shares to which a Warrant holder will be entitled upon payment of the aggregate exercise price of the Warrants.

The Warrants are exercisable during the period from May 7, 2014 to May 7, 2023, provided, however, that they are not exercisable by ING Group or any of its affiliates before January 1, 2017. For so long as ING Group holds any Warrants, ING Group will have registration rights with respect to such Warrants under the Registration Rights Agreement.

The Warrants are net share settled, which means that no cash is payable by a Warrant holder in respect of the exercise price of a Warrant upon exercise. Such Warrant holder will receive the number of shares of Common Stock equal to the number of shares into which the Warrant is exercisable, less the number of shares having a value equal to the aggregate exercise price. The value of the shares for purposes of the net share settlement will be determined based on the volume-weighted average prices of shares of common stock on the NYSE (or such other principal stock exchange on which such shares are traded at the time of exercise) during the ten consecutive trading day period beginning on and including the trading day immediately following the exercise date.

Warrant holders will not be entitled, by virtue of holding warrants, to vote, to consent, to receive dividends, if any, to receive notices as stockholders with respect to any meeting of stockholders or to exercise any rights whatsoever as our stockholders until they become holders of the shares of our Common Stock issued upon exercise of the warrants.

A copy of each of the Warrant Agreement and the Warrant is furnished herewith as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.

On May 1, 2013, the Company issued a press release relating to the IPO, which has been furnished as Exhibit 99.3 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d)

3.1	Amended and Restated By-Laws of ING U.S., Inc.
10.1	Shareholder Agreement, dated May 7, 2013, between ING U.S., Inc. and ING Group N.V.
10.2	Transitional Intellectual Property License Agreement, dated May 7, 2013, between ING U.S., Inc. and ING Group N.V.
10.3	Equity Administration Agreement, dated May 7, 2013, between ING U.S., Inc. and ING Group N.V.
10.4	Registration Rights Agreement, dated May 7, 2013, between ING U.S., Inc. and ING Group N.V.
99.1	Warrant Agreement, dated as of May 7, 2013, among ING U.S., Inc., Computershare Inc. and Computershare Trust Company, N.A., as warrant agent.
99.2	Warrant, dated May 7, 2013.
99.3	Press Release, dated May 1, 2013.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ING U.S., INC. (Registrant)
By:	/s/ Harris Oliner
	Name: Harris Oliner
	Title:   SVP and Corporate Secretary

Dated: May 7, 2013

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED BY-LAWS

OF

ING U.S., INC.

(the “Corporation”)

ARTICLE I

Stockholders

Section 1.1. Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place either within or without the State of Delaware, or may not be held at any place, but may instead be held solely by means of remote communication, as may be designated by the Board of Directors of the Corporation (referred to in these amended and restated by-laws as the “Board of Directors” or the “Board”) from time to time. Any other proper business may be transacted at the annual meeting.

Section 1.2. Special Meetings. Special meetings of stockholders may be called at any time by resolution of the Board of Directors, to be held at such date, time and place either within or without the State of Delaware, or may not be held at any place, but may instead be held by means of remote communication, as may be stated in the notice of the meeting. A special meeting of stockholders shall be called by the Secretary upon the written request, stating the purpose of the meeting, of not fewer than two directors. Any power of the stockholders of the Corporation to call a special meeting is specifically denied.

Section 1.3. Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. In addition, if stockholders have consented to receive notices by a form of electronic transmission, then such notice, by facsimile telecommunication, or by electronic mail, shall be deemed to be given when directed to a number or an electronic mail address, respectively, at which the stockholder has consented to receive notice. If such notice is transmitted by a posting on

an electronic network together with separate notice to the stockholder of such specific posting, such notice shall be deemed to be given upon the later of (i) such posting, and (ii) the giving of such separate notice. If such notice is transmitted by any other form of electronic transmission, such notice shall be deemed to be given when directed to the stockholder. Notice shall be deemed to have been given to all stockholders of record who share an address if notice is given in accordance with the “householding” rules set forth in the rules of the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 233 of the Delaware General Corporation Law. For purposes of these amended and restated by-laws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form through an automated process.

Section 1.4. Adjournments. Any meeting of stockholders, annual or special, may be adjourned from time to time, to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 1.5. Quorum. At each meeting of stockholders, except where otherwise provided by law or the amended and restated certificate of incorporation or these amended and restated by-laws, the holders of a majority of the outstanding shares of stock entitled to vote on a matter at the meeting, present in person or represented by proxy, shall constitute a quorum. For purposes of the foregoing, where a separate vote by class or classes is required for any matter, the holders of a majority of the outstanding shares of such class or classes, present in person or represented by proxy, shall constitute a quorum to take action with respect to that vote on that matter. Two or more classes or series of stock shall be considered a single class if the holders thereof are entitled to vote together as a single class at the meeting. In the absence of a quorum of the holders of any class of stock entitled to vote on a matter, either (i) the holders of such class so present or represented may, by majority vote, adjourn the meeting of such class from time to time in the manner provided by Section 1.4 of these amended and restated by-laws until a quorum of such class shall be so present or represented, or (ii) the Chairman of the meeting may on his or her own motion adjourn the meeting from time to time in the manner provided by Section 1.4 of these amended and restated by-laws until a quorum of such class shall be so present and represented without the approval of the stockholders who are present in person or represented by proxy and entitled to vote, without notice other than announcement at the meeting. Shares of its own capital stock belonging on the record date for determining stockholders entitled to vote at the meeting to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

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Section 1.6. Organization. Meetings of stockholders shall be presided over by the Chairman of the Board of Directors, if any, or in the absence of the Chairman of the Board by the Vice Chairman of the Board, if any, or in the absence of the Vice Chairman of the Board by the President, or in the absence of the President by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board, or in the absence of such designation by a chairman chosen at the meeting. The Secretary, or in the absence of the Secretary an Assistant Secretary, shall act as secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary the chairman of the meeting may appoint any person to act as secretary of the meeting.

The order of business at each such meeting shall be as determined by the chairman of the meeting. The chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof and the opening and closing of the voting polls, for each item on which a vote is to be taken.

Section 1.7. Inspectors. Prior to any meeting of stockholders, the Board of Directors or the President shall appoint one or more inspectors to act at such meeting and make a written report thereof and may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at the meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall ascertain the number of shares outstanding and the voting power of each, determine the shares represented at the meeting and the validity of proxies and ballots, count all votes and ballots, determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors and certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. The inspectors may appoint or retain other persons to assist them in the performance of their duties. The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballot, proxy or vote, nor any revocation thereof or change thereto, shall be accepted by the inspectors after the closing of the polls. In determining the validity and counting of proxies and ballots, the inspectors shall be limited to an examination of the proxies, any envelopes submitted therewith, any information provided by a stockholder who submits a proxy by telegram, cablegram, or other electronic transmission from which it can be determined that the proxy was authorized by the stockholder, any written ballot or, if authorized by the Board, a ballot submitted by electronic transmission together with any information from which it can be determined

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that the electronic transmission was authorized by the stockholder, any information provided in a record of a vote if such vote was taken at the meeting by means of remote communication along with any information used to verify that any person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder, ballots and the regular books and records of the corporation, and they may also consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record. If the inspectors consider other reliable information for such purpose, they shall, at the time they make their certification, specify the precise information considered by them, including the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained and the basis for the inspectors’ belief that such information is accurate and reliable.

Section 1.8. Voting; Proxies. Unless otherwise provided in the amended and restated certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power, regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Corporation. Voting at meetings of stockholders need not be by written ballot unless the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or represented by proxy at such meeting shall so determine. At each meeting of the stockholders for the election of directors at which a quorum is present, each director shall be elected by the vote of the majority of the votes cast with respect to the director, excluding abstentions, provided that if the number of director nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the votes cast. In all other matters, unless otherwise provided by law or by the amended and restated certificate of incorporation or these amended and restated by-laws, the affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders. Where a separate vote by class or classes is required, the affirmative vote of the holders of a majority of the shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class or classes, except as otherwise provided by law or by the amended and restated certificate of incorporation or these amended and restated by-laws. For purposes of this Section 1.8, votes cast “for” or “against” and “abstentions” with respect to such matter shall be counted as shares of stock of the Corporation entitled to vote on such matter, while “broker non-votes” (or other shares of stock of the Corporation similarly not entitled to vote) shall not be counted as shares entitled to vote on such matter.

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Section 1.9. Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the foregoing provisions of this Section 1.9 at the adjourned meeting.

In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date has been fixed by the Board, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board and prior action by the Board is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board adopts the resolution taking such prior action. This paragraph of this Section 1.9 shall cease to have effect once Article Tenth of the amended and restated certificate of incorporation shall have become effective.

In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or

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exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

Section 1.10. List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting; provided, however, that if the record date for determining the stockholders entitled to vote is less than ten days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Nothing in this Section shall require the Corporation to include electronic mail addresses or other electronic content information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least ten days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then such list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

Section 1.11. Advance Notice of Stockholder Nominees for Director and Other Stockholder Proposals.

(a) The matters to be considered and brought before any annual or special meeting of stockholders of the Corporation shall be limited to only such matters, including the nomination and election of directors, as shall be brought properly before such meeting in compliance with the procedures set forth in this Section 1.11.

(b) For any matter to be brought properly before the annual meeting of stockholders, the matter must be (i) specified in the notice of the annual meeting given by or at the direction of the Board of Directors, (ii) otherwise brought before the annual meeting by or at the direction of the Board or (iii) brought before the annual meeting by a stockholder who is a stockholder of record of the Corporation on the date the notice provided for in this Section 1.11 is delivered to the Secretary of the Corporation, who is entitled to vote at the annual meeting and who complies with the procedures set forth in this Section 1.11. In addition to any other requirements under applicable law and these

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amended and restated by-laws of the Corporation, written notice (the “Stockholder Notice”) of any nomination or other proposal must be timely and any proposal, other than a nomination, must constitute a proper matter for stockholder action. To be timely, the Stockholder Notice must be delivered to the Secretary of the Corporation at the principal executive office of the Corporation not less than 90 nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year; provided, however, that if (and only if) the annual meeting is not scheduled to be held within a period that commences 30 days before such anniversary date and ends within 60 days after such anniversary date (an annual meeting date outside such period being referred to herein as an “Other Meeting Date”), the Stockholder Notice shall be given in the manner provided herein by the later of the close of business on (i) the date 90 days prior to such Other Meeting Date or (ii) the tenth day following the date such Other Meeting Date is first publicly announced or disclosed. With respect to the first annual meeting of stockholders to be held following the adoption of these amended and restated by-laws, to be timely the Stockholder Notice must be delivered to the Secretary of the Corporation at the principal executive office of the Corporation not more than ten days following the date on which the date of such annual meeting of stockholders is first publicly announced or disclosed. A Stockholder Notice must contain the following information: (i) whether the stockholder is providing the notice at the request of a beneficial holder of shares, whether the stockholder, any such beneficial holder or any nominee has any agreement, arrangement or understanding with, or has received any financial assistance, funding or other consideration from, any other person with respect to the investment by the stockholder or such beneficial holder in the Corporation or the matter the Stockholder Notice relates to, and the details thereof, including the name of such other person (the stockholder, any beneficial holder on whose behalf the notice is being delivered, any nominees listed in the notice and any persons with whom such agreement, arrangement or understanding exists or from whom such assistance has been obtained are hereinafter collectively referred to as “Interested Persons”), (ii) the name and address of all Interested Persons, (iii) a complete listing of the record and beneficial ownership positions (including number or amount) of all equity securities and debt instruments, whether held in the form of loans or capital market instruments, of the Corporation or any of its subsidiaries held by all Interested Persons, (iv) whether and the extent to which any hedging, derivative or other transaction is in place or has been entered into within the prior six months preceding the date of delivery of the Stockholder Notice by or for the benefit of any Interested Person with respect to the Corporation or its subsidiaries or any of their respective securities, debt instruments or credit ratings, the effect or intent of which transaction is to give rise to gain or loss as a result of changes in the trading price of such securities or debt instruments or changes in the credit ratings for the Corporation, its subsidiaries or any of their respective securities or debt instruments (or, more generally, changes in the perceived creditworthiness of the Corporation or its subsidiaries), or to increase or decrease the voting power of such Interested Person, and if so, a summary of the material terms thereof, and (v) a representation that the stockholder is a holder of record of stock of the Corporation that would be entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to propose the matter set forth in the Stockholder Notice. As used herein, “beneficially owned” has the meaning provided in Rules 13d-3 and 13d-5 under the Exchange Act. The Stockholder

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Notice shall be updated not later than 10 days after the record date for the determination of stockholders entitled to vote at the meeting to provide any material changes in the foregoing information as of the record date. Any Stockholder Notice relating to the nomination of directors must also contain (i) the information regarding each nominee required by paragraphs (a), (e) and (f) of Item 401 of Regulation S-K adopted by the Securities and Exchange Commission (or the corresponding provisions of any successor regulation), (ii) each nominee’s signed consent to serve as a director of the Corporation if elected, and (iii) whether each nominee is eligible for consideration as an independent director under the relevant standards contemplated by Item 407(a) of Regulation S-K (or the corresponding provisions of any successor regulation). The Corporation may also require any proposed nominee to furnish such other information, including completion of the Corporation’s directors questionnaire, as it may reasonably require to determine whether the nominee would be considered “independent” as a director or as a member of the audit committee of the Board under the various rules and standards applicable to the Corporation. Any Stockholder Notice with respect to a matter other than the nomination of directors must contain (i) the text of the proposal to be presented, including the text of any resolutions to be proposed for consideration by stockholders and (ii) a brief written statement of the reasons why such stockholder favors the proposal.

Notwithstanding anything in this Section 1.11(b) to the contrary, in the event that the number of directors to be elected to the Board of the Corporation is increased and either all of the nominees for director or the size of the increased Board is not publicly announced or disclosed by the Corporation at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a Stockholder Notice shall also be considered timely hereunder, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary of the Corporation at the principal executive office of the Corporation not later than the close of business on the tenth day following the first date all of such nominees or the size of the increased Board shall have been publicly announced or disclosed.

(c) For any matter to be brought properly before a special meeting of stockholders, the matter must be set forth in the Corporation’s notice of the meeting given by or at the direction of the Board. In the event that the Corporation calls a special meeting of stockholders for the purpose of electing one or more persons to the Board, any stockholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Corporation’s notice of the meeting, if the Stockholder Notice required by Section 1.11(b) hereof shall be delivered to the Secretary of the Corporation at the principal executive office of the Corporation not later than the close of business on the tenth day following the day on which the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting is publicly announced or disclosed.

(d) For purposes of this Section 1.11, a matter shall be deemed to have been “publicly announced or disclosed” if such matter is disclosed in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission.

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(e) Only persons who are nominated in accordance with the procedures set forth in this Section 1.11 shall be eligible for election as directors of the Corporation. In no event shall the postponement or adjournment of an annual meeting already publicly noticed, or any announcement of such postponement or adjournment, commence a new period (or extend any time period) for the giving of notice as provided in this Section 1.11. This Section 1.11 shall not apply to stockholders proposals made pursuant to Rule 14a-8 under the Exchange Act.

(f) The person presiding at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall have the power and duty to determine whether notice of nominees and other matters proposed to be brought before a meeting has been duly given in the manner provided in this Section 1.11 and, if not so given, shall direct and declare at the meeting that such nominees and other matters are not properly before the meeting and shall not be considered. Notwithstanding the foregoing provisions of this Section 1.11, if the stockholder or a qualified representative of the stockholder does not appear at the annual or special meeting of stockholders of the Corporation to present any such nomination, or make any such proposal, such nomination or proposal shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the Corporation.

ARTICLE II

Board of Directors

Section 2.1. Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the amended and restated certificate of incorporation. Subject to Article Eighth of the amended and restated certificate of incorporation, the Board shall consist of one or more members, each of whom shall be a natural person, the number thereof to be determined from time to time by the Board. Directors need not be stockholders.

Section 2.2. Election; Term of Office; Resignation; Removal; Vacancies. Each director shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any director may resign at any time upon notice given in writing or by electronic transmission to the Board of Directors or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time it is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. Unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. Vacancies and newly created directorships resulting from any increase in the authorized number of directors or from any other cause shall be filled by, and only by, a majority of the directors then in office, although less than a quorum, or by the sole remaining director. Any director appointed to fill a vacancy or a newly created directorship shall hold office until the next annual meeting of stockholders, and until his or her successor is elected and qualified or until his or her earlier resignation or removal. Whenever the

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holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the amended and restated certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by the sole remaining director so elected. Any director elected or appointed to fill a vacancy shall hold office until the next annual meeting of the stockholders and his or her successor is elected and qualified or until his or her earlier resignation or removal.

Section 2.3. Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board may from time to time determine, and if so determined notice thereof need not be given.

Section 2.4. Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of the Board, if any, by the Vice Chairman of the Board, if any, by the President or by any director. Reasonable notice thereof shall be given by the person or persons calling the meeting.

Section 2.5. Participation in Meetings by Conference Telephone Permitted. Unless otherwise restricted by the amended and restated certificate of incorporation or these amended and restated by-laws, members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board or of such committee, as the case may be, by means of conference telephone, video conference or other communications medium by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the Board of Directors a majority of the total number of Directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board unless the amended and restated certificate of incorporation or these amended and restated by-laws shall require a vote of a greater number. In case at any meeting of the Board a quorum shall not be present, the members of the Board present may adjourn the meeting from time to time until a quorum shall be present.

Section 2.7. Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in the absence of the Chairman of the Board by the Vice Chairman of the Board, if any, or in the absence of the Vice Chairman of the Board by the President, or in their absence by a chairman chosen at the meeting. The Secretary, or in the absence of the Secretary an Assistant Secretary, shall act as secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary the chairman of the meeting may appoint any person to act as secretary of the meeting.

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Section 2.8. Action by Directors Without a Meeting. Unless otherwise restricted by the amended and restated certificate of incorporation or these amended and restated by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or of such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 2.9. Compensation of Directors. Unless otherwise restricted by the amended and restated certificate of incorporation or these amended and restated by-laws, the Board of Directors shall have the authority to fix the compensation of directors.

ARTICLE III

Committees

Section 3.1. Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board or in these amended and restated by-laws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by law to be submitted to stockholders for approval, (ii) adopting, amending or repealing these amended and restated by-laws or (iii) except as may be designated by a majority of the Corporation’s directors with respect to a specific instance of indemnification, indemnifying directors.

Section 3.2. Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board may adopt, amend and repeal rules for the conduct of its business. In the absence of a provision by the Board or a provision in the rules of such committee to the contrary, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee, and in other respects each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article II of these amended and restated by-laws.

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Each committee designated by the Board shall keep a written record of its proceedings and shall submit a report of its activities to the Board of Directors of the Corporation.

ARTICLE IV

Officers

Section 4.1. Officers; Election. As soon as practicable after the annual meeting of stockholders in each year, the Board of Directors shall elect a President, which shall be the Chief Executive Officer of the Corporation unless the Board of Directors shall determine to the contrary, and a Secretary, and it may, if it so determines, elect from among its members a Chairman of the Board and a Vice Chairman of the Board. The Board may also elect one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and such other officers as the Board may deem desirable or appropriate and may give any of them such further designations or alternate titles as it considers desirable. Any number of offices may be held by the same person.

Section 4.2. Term of Office; Resignation; Removal; Vacancies. Unless otherwise provided in the resolution of the Board of Directors electing any officer, each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice or electronic transmission to the Board or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time it is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. Unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. The Board may remove any officer with or without cause at any time. Any such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation, but the election of an officer shall not of itself create contractual rights. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise, may be filled by the Board at any regular or special meeting.

Section 4.3. Powers and Duties. The officers of the Corporation shall have such powers and duties in the management of the Corporation as shall be stated in these amended and restated by-laws or in a resolution of the Board of Directors which is not inconsistent with these amended and restated by-laws and, to the extent not so stated, as generally pertain to their respective offices, subject to the control of the Board. The Secretary shall have the duty to record the proceedings of the meetings of the stockholders, the Board and any committees in a book to be kept for that purpose.

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ARTICLE V

Stock

Section 5.1. Stock Certificates and Uncertificated Shares. The shares of stock in the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the Corporation’s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate theretofore issued until such certificate is surrendered to the Corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman or Vice Chairman of the Board, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation, representing the number of shares of stock registered in certificate form owned by such holder. Any or all signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. The Corporation may not issue stock certificates in bearer form.

If the Corporation is authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided by law, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner thereof a written notice containing the information required by law to be set forth or stated on certificates or a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate of stock or uncertificated

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shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

ARTICLE VI

Miscellaneous

Section 6.1. Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 6.2. Seal. The Corporation may have a corporate seal which shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. The corporate seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

Section 6.3. Waiver of Notice of Meetings of Stockholders, Directors and Committees. Whenever notice is required to be given by law or under any provision of the amended and restated certificate of incorporation or these amended and restated by-laws, a written waiver thereof, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the amended and restated certificate of incorporation or these amended and restated by-laws.

Section 6.4. Indemnification of Directors, Officers, Employees and Fiduciaries.

(a) Definitions. As used in this Section 6.4, the following capitalized terms have the following meanings when used herein with initial capital letters:

“Act” shall mean the Delaware General Corporation Law;

“Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however, that Beneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Corporation approving a merger or consolidation of the Corporation with another entity.

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a “Change in Control” shall be deemed to occur upon the earliest of any of the following events after the occurrence of the act or omission that is the subject of the action, suit or proceeding for which indemnification or advancement of expenses is sought:

(i) Any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Corporation representing twenty percent or more of the combined voting power of the Corporation’s then outstanding securities, other than an underwriter acting in connection with a public or private offering of the Corporation’s securities;

(ii) During any period of two (2) consecutive years (not including any period prior to the execution the applicable indemnification agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Corporation to effect a transaction described in Sections (i), (iii) or (iv) of this definition) whose election by the Board or nomination for election by the Corporation’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;

(iii) The effective date of a merger or consolidation of the Corporation with any other entity, other than a merger or consolidation which would result in the voting securities of the Corporation outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 51% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;

(iv) The approval by the stockholders of the Corporation of a complete liquidation of the Corporation or an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets; and

(v) There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act, whether or not the Corporation is then subject to such reporting requirement.

“Expenses” shall mean all reasonable out of pocket fees, costs and expenses, including attorney’s fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, Federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt of any payments under an applicable indemnification agreement, and all other disbursements or expenses of the types customarily incurred in connection with involvement in the relevant type of Proceeding.

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“Indemnitee” shall mean any person made or threatened to be made a party, or otherwise involved in any civil, criminal, administrative or investigative action, suit or proceeding by reason of the fact that such person or such person’s testator or intestate is or was a director, officer, employee or agent of the Corporation or serves or served at the request of the Corporation any other enterprise as a director, officer, employee or agent; the term “other enterprise” shall include any corporation, limited liability company, public limited company, partnership, joint venture, trust, employee benefit plan, fund or other enterprise; service “at the request of the Corporation” shall include service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and action by a person with respect to an employee benefit plan which such person reasonably believes to be in the interest of the participants and beneficiaries of such plan shall be deemed to be action not opposed to the best interests of the Corporation.

“Losses” shall mean all Expenses, judgments, fines, amounts paid in settlement and other losses (including all penalties and excise taxes assessed with respect to an employee benefit plan), in each case actually and reasonably incurred by Indemnitee in connection with the defense or settlement of a Proceeding.

“Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that Person shall exclude (i) the Corporation, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Corporation, and (iii) any corporation owned, directly or indirectly, by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation.

“Proceeding” shall mean any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, in which the Indemnitee is involved in any manner (including as a party or a witness) by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including an employee benefit plan), including any action or suit by or in the right of the Corporation to procure a judgment in its favor.

“Standard of Conduct” shall mean (i) acting in good faith and in a manner reasonably believed by the Indemnitee to be in or not opposed to the best interests of Corporation and, with respect to any criminal action or proceeding, having had no reasonable cause to believe that Indemnitee’s conduct was unlawful or (ii) if Section 145 (or any successor provision) of the Act shall be amended after the date of these by-laws to provide for a standard of conduct that is more favorable to the Indemnitee, the standard of conduct prescribed by the Act at the time of any assessment of Indemnitee’s conduct.

(b) Except as provided in and subject to this by-law, the Corporation shall indemnify Indemnitees for all Losses to the fullest extent permitted Delaware law in connection with any Proceeding. The Corporation shall not provide indemnification with

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respect to Losses in connection with any Proceeding initiated by Indemnitee, except (i) a Proceeding with respect to which the Corporation, acting through its board or a duly authorized committee thereof, has provided in advance its written consent to the initiation of such Proceeding by the Indemnitee, and (ii) counterclaims made by Indemnitee which directly respond to and negate the affirmative claim made against the Indemnitee in a Proceeding. Furthermore, the Corporation shall not provide indemnification in respect of any Proceeding by or in the right of the Corporation to procure a judgment in its favor in which Indemnitee shall have been adjudged to be liable to the Corporation unless, and only to the extent that, the Delaware Court of Chancery or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses which the Delaware Court of Chancery or such other court shall deem proper.

(c) upon receipt by the Corporation of an undertaking by Indemnitee to repay Expenses if it shall ultimately be determined that Indemnitee is not entitled to receive payment or reimbursement of Expenses from the Corporation, the Corporation shall pay or reimburse Expenses actually and reasonably incurred by Indemnitee in connection with the defense or settlement of a Proceeding, in advance of any final disposition of the Proceeding and promptly after receipt of a statement with respect to such Expenses; provided, however, that the Corporation shall not have any obligation to pay or reimburse Expenses (in advance of any final disposition or otherwise) in respect of any Proceeding described in the second sentence of the preceding paragraph. Indemnitee’s obligation to reimburse the Corporation shall be unsecured and no interest shall be charged thereon.

(d) To the extent that Indemnitee has been successful in defense of any Proceeding on the merits or otherwise, Indemnitee shall, to the fullest extent permitted by law, be indemnified against Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding. Without limiting the foregoing, if any Proceeding is disposed of on the merits or otherwise (including a disposition without prejudice) without: (i) the final disposition being adverse to Indemnitee; (ii) a final adjudication that Indemnitee was liable to the Corporation; (iii) a plea of guilty or nolo contendere by Indemnitee; or (iv) a final adjudication that Indemnitee did not meet the Standard of Conduct; then Indemnitee shall be considered for the purposes hereof to have been wholly successful with respect thereto. If Indemnitee is entitled to indemnification by the Corporation for some of the Losses actually and reasonably incurred by Indemnitee in connection with any Proceeding, but not for the total amount thereof because Indemnitee is not wholly successful, the Corporation shall nevertheless indemnify Indemnitee for the portion of such Losses in connection with or related to each successfully resolved claim, issue or matter to the fullest extent permitted by law.

(e) No claim for indemnification shall be paid by the Corporation unless it has been determined that Indemnitee shall have met the Standard of Conduct. Unless a Change of Control shall have occurred, and unless otherwise ordered by a court, such determinations shall be made by (i) a majority vote of Corporation’s directors who are not parties to the Proceeding for which indemnification is sought, even though less

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than a quorum, (ii) by a committee of such directors designated by a majority vote of the Corporation’s directors, even though less than a quorum, (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iv) if the board of directors of the Corporation shall so direct, by the Corporation’s stockholders. If a Change in Control shall have occurred, unless otherwise ordered by a court, such determination shall be made by independent legal counsel in a written opinion. If any determination pursuant to this paragraph shall be made by an independent legal counsel, such counsel shall be selected, (i) if a Change of Control shall not have occurred, by the directors of the Corporation described in the second sentence of this paragraph, in their sole discretion and (ii) if a Change of Control shall have occurred, by such directors subject to the consent of Indemnitee, which consent may not be unreasonably delayed or withheld.

Indemnitee shall be deemed to have met the relevant standard if a determination has not been not made within sixty days of a demand by Indemnitee for indemnification of Losses. If the Indemnitee has been determined not to have met the Standard of Conduct, Indemnitee may commence litigation in the Delaware Court of Chancery seeking an initial de novo determination by the court or challenging any such determination or any aspect thereof, including the legal or factual bases therefor, and the Corporation hereby consents to service of process and agrees to appear in any such proceeding. Any determination under this Section 6.4 shall be conclusive and binding on the Corporation and Indemnitee. No determination regarding the Standard of Conduct shall be required before the Corporation advances Expenses to Indemnitee.

(f) To provide for just and equitable contribution when the indemnification provided for herein is held by a court of competent jurisdiction to be unavailable to Indemnitee in whole or in part, it is agreed that, in such event, the Corporation shall, to the fullest extent permitted by law, contribute to the payment of Indemnitee’s Losses with respect to any Proceeding, in an amount that is just and equitable in the circumstances, taking into account, among other things, contributions by other directors and officers of the Corporation or others pursuant to indemnification agreements or otherwise; provided, that, without limiting the generality of the foregoing, such contribution shall not be required where such holding by the court is due to: (i) the failure of Indemnitee to meet the Standard of Conduct or (ii) any limitation on indemnification set forth herein.

(g) If any Proceeding asserted or commenced against Indemnitee is also asserted or commenced against the Corporation or an affiliate of the Corporation, the Corporation or the affiliate shall be entitled, except as otherwise provided herein below, to assume the defense thereof. After notice from the Corporation or its affiliate to Indemnitee of its election to assume the defense of any such Proceeding, Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the Expenses of such counsel incurred after such notice to Indemnitee shall be at the expense of Indemnitee and the Corporation shall not be obligated to Indemnitee under this by-law for any Expenses subsequently incurred by Indemnitee in connection therewith other than reasonable Expenses (not involving fees or expenses of counsel) arising out of Indemnitee’s participation in the defense of such Proceeding, unless (i) otherwise notified

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by the Corporation, (ii) Indemnitee’s counsel shall have reasonably concluded and so notified the Corporation that there is a conflict of interest between the Corporation or its affiliate and Indemnitee in the conduct of defense of such Proceeding, or (iii) the Corporation or its affiliate shall not in fact have employed counsel to assume the defense of such Proceeding, in any of which cases the Expenses of Indemnitee in such Proceeding shall be reimbursed or paid by the Corporation. The Corporation or its affiliate shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Corporation by its stockholders or as to which Indemnitee’s counsel shall have made the conclusion set forth in clause (ii) of the preceding sentence.

(h) The Corporation shall have no obligation to indemnify Indemnitee for amounts paid in settlement of any Proceeding unless the Corporation shall have provided its prior written consent to the terms of such settlement, which consent shall not be unreasonably withheld, conditioned or delayed. The Corporation shall not settle any Proceeding in any manner that would impose any fine or other obligation on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

(i) Indemnitee shall promptly notify the Corporation in writing upon the sooner of (a) becoming aware of Proceeding where indemnification of Losses or the advance payment or reimbursement of Expenses may be sought or (b) being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter which may be subject to indemnification of Losses or the advance payment or reimbursement of Expenses covered hereunder. As a condition to indemnification of Losses or the advance payment or reimbursement of Expenses, any demand for payment by Indemnitee shall be in writing and shall provide reasonable accounting, certified by Indemnitee’s legal counsel, for the Losses to be paid by the Corporation. The failure of Indemnitee to so notify the Corporation or any delay in notification shall not relieve the Corporation of any obligation which it may have to Indemnitee pursuant to this by-law, except to the extent that Corporation shall have been prejudiced by such failure or delay.

(j) Any action, suit or proceeding regarding indemnification or advance payment or reimbursement of Expenses arising out of the amended and restated by-laws or otherwise shall only be brought and heard in Delaware Court of Chancery. In the event of any payment under this by-law, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee (under any insurance policy or otherwise), who shall execute all papers required and shall do everything necessary to secure such rights, including the execution of such documents necessary to enable the Corporation to effectively bring suit to enforce such rights. Except as required by law or as otherwise becomes public, Indemnitee will keep confidential any information that arises in connection with this by-law, including but not limited to, claims for indemnification of Losses or the advance payment or reimbursement of Expenses, amounts paid or payable under this by-law and any communications between the Indemnitee and the Corporation. No amendment of the amended and restated certificate of incorporation of the Corporation or this by-law shall impair the rights of any Indemnitee arising at any time with respect to events occurring prior to such amendment.

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(k) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 6.4 shall not be deemed exclusive of any other rights to which any Indemnitee may be entitled under the amended and restated certificate of incorporation, these amended and restated by-laws, any agreement, insurance policy, vote of stockholders or disinterested directors or otherwise, both as to action in such Indemnitee’s official capacity and as to action in another capacity while holding such office.

(l) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 6.4 shall not be eliminated or impaired by an amendment to the amended and restated certificate of incorporation or these amended and restated by-laws after the occurrence of the act or omission that is the subject of the action, suit or proceeding for which indemnification or advancement of expenses is sought. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 6.4 shall continue as to a person who has ceased to be a director, officer, employee or agent of the Corporation with regards to acts or omissions of such person occurring or alleged to have occurred while the person was so engaged.

Section 6.5. Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or by means of, or be in the form of, any information storage device, or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records in accordance with law.

Section 6.6. Amendment of By-Laws. These amended and restated by-laws may be amended or repealed, and new by-laws adopted, by the Board of Directors, but the stockholders entitled to vote may adopt additional by-laws and may amend or repeal any by-law whether or not adopted by them.

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EX-10.1

Exhibit 10.1

SHAREHOLDER AGREEMENT

BETWEEN

ING U.S., INC.

AND

ING GROEP N.V.

DATED AS OF May 7, 2013

	ARTICLE I
	DEFINITIONS
1.1	Definitions	2
1.2	Beneficial Ownership	7
1.3	Timing of Provisions	8
	ARTICLE II
	BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
2.1	Charter and By-Laws	9
2.2	Board of Directors	9
2.3	Audit Committee of the Board	10
2.4	Compensation and Benefits Committee of the Board	11
2.5	Nominating and Governance Committee of the Board	12
2.6	Finance Committee of the Board	13
2.7	Executive Committee of the Board	13
2.8	Management Risk Committee	14
2.9	Management Investment Committee	14
2.10	Implementation	14
	ARTICLE III
	GROUP APPROVAL AND CONSENT RIGHTS
3.1	ING Group Approval and Consent Rights at Thirty Percent Threshold	16
3.2	Implementation	17
	ARTICLE IV
	INFORMATION, DISCLOSURE AND FINANCIAL ACCOUNTING
4.1	Information Rights During Equity Accounting Periods	18
4.2	Information Rights During Full Consolidation Periods	18
4.3	General Information Requirements	19
4.4	Reporting Coordination Committee	19
4.5	Matters Concerning Auditors	19
4.6	Release of Information and Public Filings	20
4.7	Information in Connection with Regulatory or Supervisory Requirements	21
4.8	Implementation with Respect to Legal Disclosures	22
4.9	Expenses	22
	ARTICLE V
	SUBSEQUENT SALES OF COMMON STOCK
5.1	Registration Rights	23
5.2	Equity Purchase Rights	23
5.3	Lock-Up Provisions	24
5.4	Warrants	25

	ARTICLE VI
	OTHER PROVISIONS
6.1	Other Arrangements	26
6.2	Other Agreements	26
6.3	Related Party Transaction Policy	26
6.4	Certain Policies and Procedures	26
6.5	Access to Personnel and Data	27
6.6	Internal Communications Protocols	27
6.7	Access to Historical Records	27
6.8	Indemnification; Liability Insurance	28
6.9	Non-Solicitation	31
	ARTICLE VII
	REQUIREMENTS WITH RESPECT
	TO ING GROUP-GUARANTEED OBLIGATIONS
7.1	Aetna Notes	32
7.2	Reimbursement Obligations with Respect to ING Group Guarantees	34
	ARTICLE VIII
	INDEMNIFICATION
8.1	General Cross Indemnification	35
8.2	Procedure	35
8.3	Other Matters	36
	ARTICLE IX
	DISPUTE RESOLUTION
9.1	Mediation	37
9.2	Arbitration	37
9.3	Confidentiality	38
	ARTICLE X
	GENERAL PROVISIONS
10.1	Obligations Subject to Applicable Law	40
10.2	Notices	40
10.3	Binding Nature of Agreement	41
10.4	Remedies	41
10.5	Governing Law	41
10.6	Counterparts	41
10.7	Severability	41
10.8	Confidential Information	42
10.9	Amendment, Modification and Waiver	42
10.10	No Assignment	42
10.11	Further Actions	42
10.12	No Third Party Beneficiaries	42
10.13	Discretion of Parties	42
10.14	Entire Agreement	43
10.15	Term	43

ii

Schedules and Annexes

Schedule 1.1(xx) – ING Group Guarantees

Schedule 1.1(kkk) - Other Agreements

Schedule 2.2(f) – Lead Director Responsibilities

Schedule 4.6(b) - Public Reporting Protocol Prior to Majority Holder Date

Annex A – Form of Registration Rights Agreement

Annex B – Form of Amended and Restated Certificate of Incorporation

Annex C – Form of Amended and Restated By-Laws

Annex D – Form of Common Interest Agreement

Annex E – Form of Related Party Transaction Policy

iii

SHAREHOLDER AGREEMENT

THIS SHAREHOLDER AGREEMENT is made as of the 7^th day of May, 2013.

BETWEEN:

ING U.S., INC., a Delaware corporation

(the “Company”)

- and -

ING GROEP N.V., a public limited liability company formed under the laws of The Netherlands

(“ING Group”)

(each a “Party” and, collectively, the “Parties”)

RECITALS:

WHEREAS, ING Group is the indirect owner of all of the issued and outstanding Common Stock (as defined herein) of the Company immediately prior to the date hereof;

WHEREAS, following Completion of the IPO (as defined herein), ING Group will continue to own a majority of the outstanding Common Stock, its holdings of which it will fully divest over time; and

WHEREAS, the Parties hereto wish to set forth certain agreements that will govern certain matters between them following the Completion of the IPO (as defined below).

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions

In this Agreement, the following terms shall have the following meanings:

(a) “AAA” has the meaning set forth in Section 9.2(a).

(b) “Acceptable Bank” means a U.S. federal- or state-chartered depository institution or trust company, insured by the Federal Deposit Insurance Corporation, the long-term debt obligations of which meet the Ratings Standards.

(c) “Acceptable Collateral Agent” means Bank of New York Mellon (or a successor institution) or any other financial institution in the United States designated by the Company and acceptable to ING Group in its reasonable discretion, the long-term debt obligations of which meet the Ratings Standards.

(d) “Acceptable LOC Issuer” means a bank chartered or established pursuant to the laws of a country that is a member country of the Organisation for Economic Co-operation and Development, the long-term debt obligations of which meet the Ratings Standards.

(e) “Actions” has the meaning set forth in Section 8.1(a).

(f) “Aetna Notes” means, collectively, the 6.75% Debentures due 2013 of Lion Holdings, 7.25% Debentures due 2023 of Lion Holdings, 7.63% Debentures due 2026 of Lion Holdings and 6.97% Debentures due 2036 of Lion Holdings.

(g) “Agreement” and “hereof” and “herein” means this Shareholder Agreement, including all amendments, modifications and supplements and all annexes and schedules to any of the foregoing, and shall refer to this Agreement as the same may be in effect at the time such reference becomes operative.

(h) “Applicable Law” means any domestic or foreign statute, law (including the common law), ordinance, rule, regulation, published regulatory policy or guideline, order, judgment, injunction, decree, award or writ of any court, tribunal or other regulatory authority, arbitrator, governmental authority, or other Person having jurisdiction, or any consent, exemption, approval or license of any governmental authority that applies in whole or in part to a Party and, with respect to the Company, includes the Exchange Act, the Securities Act, the Delaware General Corporation Law, the rules of the SEC, insurance company laws and all related regulations, guidelines and instructions and the rules of the Exchange and any other exchange or quotation system on which the securities of the Company are listed or traded from time to time.

(i) “Appropriate Collateral Documentation” means documents and instruments sufficient to grant a first-priority perfected security interest in the Collateral to ING Group (or its applicable Subsidiary as provided in Section 7.1(b) hereof) as security for the Company’s obligations under Section 7.2(a) hereof, pursuant to the New York Uniform Commercial Code as in effect from time to time (or any successor statute), and which contains the provisions set forth in Section 7.1(c) hereof.

(j) “Bankruptcy Laws” means Title 11 of the United States Code, as amended, and other Federal, State or foreign laws principally dealing with the liquidation, reorganization, administration, conservatorship or receivership of insolvent debtors, including provisions of Federal, state and foreign laws and regulation principally dealing with the rehabilitation or liquidation of regulated insurance entities.

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(k) “Board of Directors” means the board of directors of the Company from time to time.

(l) “Business Day” means any day except a (i) Saturday, (ii) Sunday, (iii) any day on which the principal office of the Company or of ING Group is not open for business, and (iv) any other day on which commercial banks in New York or in The Netherlands are authorized or obligated by law or executive order to close.

(m) “Calculation Day” has the meaning set forth in Section 7.1(e) hereof.

(n) “Capital Management Facilities” means debt or other obligations of the Company or any of its Subsidiaries (a) in respect of AXXX, XXX and other similar insurance reserve requirements, (b) incurred in connection with repurchase agreements and securities lending, (c) to the extent the proceeds of which are used directly or indirectly (including for the purpose of funding portfolios that are used to fund trusts in order) to support AXXX, XXX and other similar insurance reserve requirements, (d) to the extent the proceeds of which are used to fund discrete customer-related assets or pools of assets (and related hedge instruments and capital) that are at least notionally segregated from other assets and have sufficient cash flow to pay principal and interest thereof, with insignificant risk of other assets of the Company or its Subsidiaries being called upon to make such principal and interest payments, (e) in respect of letters of credit issued on behalf of any Subsidiary for insurance regulatory or reinsurance purposes, (f) that is consolidated on the balance sheet of the Company as a “variable interest entity” under ASC 810 (or any successor interpretations or amendments thereto), (g) in the form of guaranteed investment contracts, the proceeds of which are used to fund the Company’s Closed Block Institutional Spread Products business, substantially in accordance with past practice, (h) that is owed to a Federal Home Loan Bank, (i) that is owed exclusively to the Company or one or more Subsidiaries of the Company, provided that for purposes of this clause (i), the term “Subsidiary” shall be defined solely by reference to the first sentence of the definition in Section 1.1(kkk) hereof.

(o) “Capital Stock” means a share of the equity capital of a Person or a security convertible (whether or not such conversion is contingent or conditional) into the equity capital of a Person.

(p) “Collateral” has the meaning set forth in Section 7.1(b) hereof.

(q) “CEO” means the Chief Executive Officer of the Company from time to time (or the equivalent successor position), as appointed by the Board of Directors.

(r) “CFO” means the Chief Financial Officer of the Company from time to time (or the equivalent successor position), as appointed by the Board of Directors.

(s) “Common Stock” means the common stock, par value $0.01, of the Company.

(t) “Company” has the meaning set forth in the preamble to this Agreement.

(u) “Company Auditor” means the independent registered public accounting firm responsible for conducting the audit of the Company’s annual financial statements.

(v) “Company Slate” means the candidates for election as Director proposed or recommended by the Board of Directors to the Company’s stockholders in connection with a meeting of stockholders.

(w) “Completion of the IPO” means the occurrence of the later to occur of (i) settlement of the first sale of Common Stock pursuant to the IPO Registration Statement and (ii) the listing of the Common Stock on the Exchange, and, if the context so requires, the time of such later occurrence.

3

(x) “COO” means the Chief Operating Officer of the Company from time to time (or the equivalent successor position), as appointed by the Board of Directors.

(y) “Coverage Change” has the meaning set forth in Section 6.8(e).

(z) “CRO” means the Chief Risk Officer of the Company from time to time (or the equivalent successor position), as appointed by the Board of Directors.

(aa) “Critical Policy” has the meaning set forth in Section 6.4(a).

(bb) “Director” means a member of the Board of Directors and “Directors” has a correlative meaning.

(cc) “Disclosure Controls and Procedures” means controls and other procedures designed to ensure that information required to be disclosed by the Company and ING Group under Applicable Law is recorded, processed, summarized and reported within applicable time periods, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management, including the CEO and CFO, and to ING Group, as appropriate to allow timely decisions regarding required disclosure.

(dd) “DNB” means De Nederlandsche Bank, or the Dutch National Bank.

(ee) “DNB Remuneration Framework” means the remuneration framework agreed to between ING Group and DNB and effective as of January 1, 2012, and the implementing statutes thereof of the Kingdom of the Netherlands, as each shall be amended or revised from time to time.

(ff) “Equity Awards” means a grant to a Director or employee of the Company of vested or unvested shares of Common Stock or restricted Common Stock, options to acquire shares of Common Stock, restricted stock units, “phantom” stock units or similar interests in the Company’s common equity, in each case pursuant to an equity compensation plan approved by the Board of Directors.

(gg) “Excess Amount” has the meaning set forth in Section 7.1(e) hereof.

(hh) “Exchange” means the New York Stock Exchange.

(ii) “Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

(jj) “Executive Officer” means the CEO, CFO, COO, CRO and all other persons qualifying as “officers” of the Company for purposes of Rule 16a-1(f) under the Exchange Act.

(kk) “First Threshold Date” means the first date on which ING Group ceases to beneficially own at least 35% of the outstanding Common Stock.

(ll) “GAAP” means generally accepted accounting principles in the United States, as in effect from time to time.

(mm) “Group Director” means a Director designated by ING Group pursuant to its nomination rights set forth in Section 2.2(d) hereof or otherwise designated in writing by ING Group to the Board of Directors to act in such capacity, and “Group Directors” has a correlative meaning.

4

(nn) “Group Individual” has the meaning set forth in Section 6.8(o).

(oo) “Group Share Fraction” has the meaning set forth in Section 5.2(b).

(pp) “IFRS” means International Financial Reporting Standards, as adopted by the European Union.

(qq) “Indemnifying Party” has the meaning set forth in Section 8.2(a).

(rr) “Indemnitees” has the meaning set forth in Section 8.2(a).

(ss) “Independent Director” means a Director who is both (i) a NYSE Independent Director and (ii) “independent” for purposes of Rule 10A-3(b)(1) under the Exchange Act.

(tt) “ING Group” has the meaning set forth in the preamble to this Agreement.

(uu) “ING Group Auditor” means the independent certified public accountants responsible for conducting the audit of ING Group’s annual financial statements.

(vv) “ING Group Debt Obligations” has the meaning set forth in Section 7.1(b)(iv) hereof.

(ww) “ING Group Designee” means a Group Director or a person designated by a Group Director for purposes of acting on behalf of ING Group under this Agreement.

(xx) “ING Group Guarantees” means the guarantee obligations set forth on Schedule 1.1(xx) hereto.

(yy) “Information Party” has the meaning set forth in Section 4.8(c) hereof.

(zz) “Internal Control Over Financial Reporting” means a process designed by, or under the supervision of, the CEO and CFO and effected by the Board of Directors, Company management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management of the Company and the Board of Directors and (z) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements.

(aaa) “Investment Grade” means a rating of at least “BBB-“ by Standard & Poor’s and at least “Baa3” by Moody’s, provided that if only one of Standard & Poor’s or Moody’s shall provide a relevant rating, a rating will be “Investment Grade” if it is a rating of at least “BBB-“ by Standard & Poor’s or at least “Baa3” by Moody’s.

(bbb) “IPO Registration Statement” means the Registration Statement on Form S-1, as amended, relating to the initial public offering of the Common Stock.

5

(ccc) “Lead Director” shall mean the Director designated as such by the Board of Directors pursuant to Section 2.2(f) hereof.

(ddd) “Letter of Credit” has the meaning set forth in Section 7.1(b)(iii) hereof.

(eee) “Losses” has the meaning set forth in Section 8.1(a).

(fff) “Majority Holder Date” means the first date on which ING Group ceases to beneficially own more than 50% of the outstanding Common Stock.

(ggg) “Moody’s” means Moody’s Investors Service, Inc.

(hhh) “New York Courts” means the Federal and New York State courts located in the Borough of Manhattan in The City of New York.

(iii) “NYSE Independent Director” means a Director who is “independent” within the meaning of that term used in Rule 303A.02 of the NYSE Manual.

(jjj) “NYSE Manual” means the Listed Company Manual of the New York Stock Exchange, as amended.

(kkk) “Other Agreements” means those agreements, each dated the date hereof, between the Company and ING Group and listed on Schedule 1.1(kkk) hereto.

(lll) “Party” and “Parties” have the respective meanings set forth in the preamble to this Agreement.

(mmm) “Person” means any individual, corporation, partnership, joint venture, limited liability company, association or other business entity and any trust, unincorporated organization or government or any agency or political subdivision thereof.

(nnn) “Purchase Right Shares” has the meaning set forth in Section 5.2(a).

(ooo) “Purchase Right Share Amount” has the meaning set forth in Section 5.2(b).

(ppp) “Purchase Right Share Price” has the meaning set forth in Section 5.2(b).

(qqq) “Qualified Compensation Director” means a Director who is (i) a “Non-Employee Director” as defined in
Rule 16b-3(b)(3)(i) under the Exchange Act and (ii) an “outside director” as defined in Treasury Regulations Section 1.162-27(e)(3)(i), provided, however that a Qualified Compensation Director need not satisfy the condition set forth in clause (ii) until the date of the first regularly scheduled meeting of the shareholders of the Company that occurs more than 12 months after the Completion of the IPO.

(rrr) “Ratings Standards” means a credit rating of (i) at least “A” by Standard & Poor’s or at least “A2” by Moody’s and (ii) no lower than “A-“ by Standard & Poor’s and no lower than “A3” by Moody’s. For the avoidance of doubt, the Rating Standards shall not be met unless both Standard & Poor’s and Moody’s provide current ratings meeting the foregoing criteria.

(sss) “Registration Rights Agreement” means the registration rights agreement dated the date hereof between the Company and ING Group in the form attached hereto as Annex A.

(ttt) “Regulation S-K” means Regulation S-K under the Securities Act and the Exchange Act.

6

(uuu) “Rules” has the meaning set forth in Section 9.2(a).

(vvv) “SEC” means the United States Securities and Exchange Commission.

(www) “Second Threshold Date” means the date on which ING Group ceases to beneficially own at least 30% of the outstanding Common Stock.

(xxx) “Securities Act” means the United States Securities Act of 1933, as amended.

(yyy) “Short Term Funding Instruments” means commercial paper or other debt securities issued by the Company or any Subsidiary having a stated maturity not exceeding 364 days from the date of issuance.

(zzz) “Standard & Poor’s” means Standard & Poor’s Ratings Services.

(aaaa) “Subsidiary” of a Party shall mean any corporation, partnership, joint venture, limited liability company, association or other entity of which such Party has the ownership, directly or indirectly, of more than fifty percent (50%) of the voting securities or similar ownership interests, including any securities or similar ownership interests which are voting only upon the occurrence of a contingency where such contingency has occurred and is continuing. For purposes of this Agreement, (i) ING Pomona Holdings LLC and its Subsidiaries shall not be deemed to be Subsidiaries of the Company, (ii) no investment fund, investment company, collective investment trust or similar vehicle sponsored, formed or seeded by the Company or any of its Subsidiaries shall be deemed to be a Subsidiary of the Company and (iii) the Company and its Subsidiaries shall not be deemed to be Subsidiaries of ING Group.

(bbbb) “Third-Party Debt Collateral” has the meaning set forth in Section 7.1(b)(ii) hereof.

(cccc) “Third Threshold Date” means the date on which ING Group ceases to beneficially own at least 20% of the outstanding Common Stock.

(dddd) “Warrants” means warrants to purchase up to 26,050,846 shares of Common Stock (subject to adjustment pursuant to the Warrant Agreement) at an initial strike price of $48.75 per share, issued pursuant to the Warrant Agreement, dated as of the date hereof, between the Company and Computershare Inc. and Computershare Trust Company, N.A.

(eeee) “Wholly Owned Subsidiary” means a Subsidiary, 100% of the Capital Stock of which is owned, directly or indirectly, by a Party.

1.2 Beneficial Ownership

(a) For purposes of this Agreement, ING Group shall:

(i) be deemed to beneficially own securities which are beneficially owned by ING Group’s Subsidiaries; and

(ii) be deemed to be acting on behalf of ING Insurance International B.V. and ING Verzekeringen N.V., in their capacities as holders of legal and economic interests, respectively, in Common Stock.

7

1.3 Timing of Provisions

(a) In this Agreement, any provision which applies “until” a specified date shall apply on such specified date, and shall cease to apply on the date immediately following such specified date.

8

ARTICLE II

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

2.1 Charter and By-Laws

(a) The Company has, prior to the Completion of the IPO, filed with the Secretary of State of the State of Delaware, and caused to become effective, the amended and restated certificate of incorporation attached hereto as Annex B.

(b) The Board of Directors has, prior to the Completion of the IPO, adopted the amended and restated by-laws attached hereto as Annex C.

2.2 Board of Directors

(a) As of, or within a short period of time following, the Completion of the IPO, the Board of Directors shall consist of nine members, and from such time until the Majority Holder Date, the Company and ING Group shall use their best efforts to cause the Board of Directors to consist of nine members, in each case as follows:

(i) the CEO;

(ii) five Group Directors (one or more of which may, at the discretion of ING Group, be Independent Directors); and

(iii) three Independent Directors (in addition to any Group Directors who are also Independent Directors).

(b) At all times, at least two of the Independent Directors shall also be Qualified Compensation Directors.

(c) On and after the first anniversary of the Majority Holder Date, the Board of Directors may reduce the number of Directors on the Board of Directors to no fewer than seven.

(d) ING Group shall have the right to include on each Company Slate the following number of Directors, which shall each be designated as “Group Directors”:

(i) Until the Majority Holder Date, a majority of the directors on the Board of Directors (or such lower number as ING Group shall determine);

(ii) After the Majority Holder Date and until the First Threshold Date: (A) three, if there shall be at such time at least eight Directors on the Board of Directors and (B) two, if there shall be at such time fewer than eight Directors on the Board of Directors;

(iii) After the First Threshold Date and until the Third Threshold Date: (A) two, if there shall be at such time at least eight Directors on the Board of Directors and (B) one, if there shall be at such time fewer than eight Directors on the Board of Directors; and

(iv) After the Third Threshold Date, none.

9

(e) Until the Third Threshold Date, the Company shall use its best efforts:

(i) to cause there to be on the Board of Directors at all times that number of Group Directors for which ING Group maintains nomination rights pursuant to Section 2.2(d);

(ii) to prevent any change being made to the number of Directors on the Board of Directors without the consent of ING Group;

(iii) to fill any vacancy on the Board of Directors created by the resignation, removal or incapacity of any Group Director with another Group Director candidate identified by ING Group, to the extent ING Group would at such time have nomination rights for such Group Director candidate pursuant to Section 2.2(d); and

(iv) not to permit the removal of any Group Director without ING Group’s consent, to the extent ING Group would at such time have nomination rights for such Group Director pursuant to Section 2.2(d).

(f) Until the Third Threshold Date (and after such time, if so determined by the Board of Directors in its sole discretion), if the Board of Directors has appointed a Chairman who is not an Independent Director:

(i) the Board of Directors shall designate one of the Independent Directors who is not a Group Director as its “Lead Director”;

(ii) the Lead Director shall preside over meetings of the Directors held in the absence of any Director who is also an Executive Officer, which meetings shall be held at least once during each fiscal quarter of the Company (although the parties expect that such meetings will be held more frequently, generally prior to or immediately following each scheduled meeting of the Board of Directors);

(iii) the Lead Director shall preside over meetings of the Independent Directors held in the absence of any Director who is not a NYSE Independent Director, which meetings shall be held at least annually; and

(iv) the Lead Director shall have the responsibilities and authority set forth in Schedule 2.2(f) hereto and, to the extent not inconsistent with any other provision of this Agreement, such additional responsibilities as the Board of Directors may direct from time to time.

2.3 Audit Committee of the Board

(a) As of, or within a short period of time following, the Completion of the IPO, the Board of Directors shall have established an audit committee that shall consist of three Independent Directors. At the option of ING Group, the Board of Directors shall appoint a fourth Director (as designated by ING Group, so long as such Director shall also meet the standard for audit committee membership as set forth in the NYSE Manual) to the audit committee, who, until the date immediately preceding the first anniversary of the date upon which the IPO Registration Statement becomes effective, need not be an Independent Director.

(b) At any time during which the Board of Directors includes a Group Director who is also an Independent Director, at least one member of the Audit Committee shall be a Group Director, so long as such Group Director shall also meet the standards for audit committee membership as set forth in the NYSE Manual.

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(c) The audit committee shall have responsibilities and authority consistent with Rule 10A-3 under the Exchange Act and Rule 303A.07 of the NYSE Manual, and such additional responsibilities and authority, not inconsistent with this agreement, as shall be delegated to it by the Board of Directors from time to time.

(d) The audit committee shall have at all times at least one member who is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K under the Exchange Act.

2.4 Compensation and Benefits Committee of the Board

(a) As of, or within a short period of time following, the Completion of the IPO, the Board of Directors shall have established a compensation and benefits committee that shall consist of (i) two or more Independent Directors (at least two of which are Qualified Compensation Directors) and (ii) one or more Group Directors (as determined by the Board of Directors).

(b) From the Completion of the IPO until the Majority Holder Date, the following provisions will apply:

(i) the compensation and benefits committee of the Board of Directors shall be responsible for:

(A) reviewing and approving the compensation of each of the Executive Officers;

(B) reviewing the equity compensation plans and other compensation plans of the Company, and making recommendations to the Board of Directors as to any changes to such plans;

(C) subject to Section 2.4(d) hereof, making recommendations to the Board of Directors as to performance-based awards and target levels under performance-based compensation arrangements;

(D) preparing, or supervising the preparation of, the report required by Item 407(e)(5) of Regulation S-K for inclusion in the Company’s proxy statement; and

(E) such other responsibilities, not inconsistent with this Agreement, as shall be delegated to it by the Board of Directors from time to time; and

(ii) the Board of Directors shall be responsible for:

(A) subject to Section 2.4(d) hereof, approving and adopting the equity compensation plans and other compensation plans of the Company; and

(B) subject to Section 2.4(d) hereof, approving performance-based awards and target levels under performance-based compensation arrangements.

(c) On the Majority Holder Date (or on such earlier date as ING Group shall determine), the compensation and benefits committee shall begin to transition to full compliance with Section 303A.05 of the NYSE Manual, according to the following schedule:

(i) as of the Majority Holder Date:

(A) to the extent not already so delegated, the Board of Directors shall delegate to the compensation and benefits committee the responsibilities and authority set forth in Section 303A.05 of the NYSE Manual; and

(B) to the extent not already the case, the Board of Directors shall appoint at least one Independent Director to sit on the compensation and benefits committee;

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(ii) on the 90^th day following the Majority Holder Date (or such earlier date as ING Group shall determine), to the extent not already the case, the Board of Directors shall appoint a number of additional Independent Directors to sit on the compensation and benefits committee so that it shall consist of a majority of Independent Directors (at least two of which are Qualified Compensation Directors);

(iii) on the anniversary of the Majority Holder Date (or such earlier date as ING Group shall determine), the membership of the compensation and benefits committee shall be adjusted so that it consists solely of Independent Directors (at least two of which are Qualified Compensation Directors), as determined by the Board of Directors.

(d) From the Completion of the IPO until the Majority Holder Date, and during any other time that the compensation and benefits committee includes members who are not Qualified Compensation Directors, the compensation and benefits committee shall maintain a subcommittee consisting solely of two or more Qualified Compensation Directors who shall be responsible for:

(i) approving any grants of equity or equity-based compensation awards to an Executive Officer or director of the Company;

(ii) determining performance goals for performance-based compensation of the Executive Officers and the satisfaction thereof; and

(iii) such other matters as shall be delegated to the subcommittee by the compensation and benefits committee or as shall be required by Applicable Law to be approved or determined by Qualified Compensation Directors.

(e) Following the Majority Holder Date, the compensation and benefits committee shall have responsibilities and authority consistent with Rule 303A.05 of the NYSE Manual, and such additional responsibilities and authority, not inconsistent with this agreement, as shall be delegated to it by the Board of Directors from time to time. Following the Majority Holder Date, the compensation and benefits committee shall also comply with any rule of the Exchange implementing Rule 10C-1 under the Exchange Act upon the effectiveness of such rule, provided, however, that any phase-in or transition provisions contained in such rule shall be utilized to the extent not otherwise inconsistent with this Agreement.

(f) The provisions of this Section 2.4 shall be subject in all respects to the requirements of Section 6.4(c) hereof.

2.5 Nominating and Governance Committee of the Board

(a) As of the Completion of the IPO, the Board of Directors shall have established a nominating and governance committee consisting of (i) one or more Independent Directors and (ii) one or more Group Directors (as determined by the Board of Directors).

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(b) On the Majority Holder Date (or on such earlier date as ING Group shall determine), the nominating and governance committee shall begin to transition to full compliance with Section 303A.06 of the NYSE Manual, according to the following schedule:

(i) as of the Majority Holder Date (or such earlier date as ING Group shall determine), the Board of Directors will appoint at least one Independent Director to the nominating and governance committee;

(ii) on the 90^th day following the Majority Holder Date (or such earlier date as ING Group shall determine), the Board of Directors shall appoint a number of Independent Directors to sit on the nominating and governance committee so that it shall consist of a majority of Independent Directors;

(iii) on the anniversary of the Majority Holder Date (or such earlier date as ING Group shall determine), the membership of the nominating and governance committee shall be adjusted so that it consists solely of Independent Directors, as determined by the Board of Directors.

(c) The nominating and governance committee shall at all times exercise the responsibilities and authority set forth under Rule 303A.04 of the NYSE Manual, and such additional responsibilities and authority, not inconsistent with this agreement, as shall be delegated to it by the Board of Directors from time to time, subject in each case to ING Group’s nomination rights under Section 2.2(d) hereof.

2.6 Finance Committee of the Board

(a) As of the Completion of the IPO, the Board of Directors shall have established a finance committee consisting of such Directors as shall be determined by the Board of Directors and with such responsibilities, not inconsistent with this Agreement, as shall be determined by the Board of Directors.

2.7 Executive Committee of the Board

(a) As of the Completion of the IPO, the Board of Directors shall have established an executive committee consisting of:

(i) The CEO

(ii) One Independent Director who is not a Group Director; and

(iii) two Group Directors, one of whom shall be designated by ING Group as an alternate (which alternate shall be considered a member of the Executive Committee of the Board only when the other Group Director is unable to attend a meeting or cast a vote).

(b) Following the First Threshold Date, the two Group Directors may be replaced by one or more Directors, as determined by the Board of Directors.

(c) Until the Majority Holder Date, the executive committee shall only act with the consent of a majority of the members of the committee, which majority must include a Group Director.

(d) At any time that a Group Director is a member of the Executive Committee, such Group Director shall be available to the other committee members on short notice (generally meaning within 24 hours of any communication being sent), or shall provide for the alternate Group Director or for a delegate (who shall also be a Group Director) to be available within such a time period.

(e) The executive committee shall have such authority as shall be delegated to it by the Board of Directors from time to time; provided, however, that until the Third Threshold Date, the executive committee shall report promptly to the Board of Directors any actions or decisions it has taken in reliance on its delegated authority.

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2.8 Management Risk Committee

(a) As of the Completion of the IPO, the Board of Directors shall have established a management risk committee, which shall be a management committee and which shall report periodically to the audit committee of the Board of Directors.

(b) The management risk committee shall consist of (i) the CRO and (ii) such other employees of the Company as shall be appointed from time-to-time by the CEO.

(c) Until the Third Threshold Date, ING Group shall be entitled to appoint up to three observers to attend each meeting of the management risk committee, and shall be entitled to receive all materials, reports and other communications from the management risk committee. The presence or participation of such observers shall not be required for the management risk committee to act, provided, however, that such presence or participation may not be interfered with by the Company.

(d) The management risk committee shall be the principal management committee of the Company responsible for assisting the audit committee and the Board of Directors in monitoring the Company’s risk and capital profile and policies. The Board of Directors shall be entitled to receive reports directly from the Company’s CRO.

2.9 Management Investment Committee

(a) As of the Completion of the IPO, the Board of Directors shall have established a management investment committee, which shall be a management committee and which shall report periodically to the Board of Directors.

(b) The management investment committee shall consist of such employees of the Company as shall be appointed from time-to-time by the CEO.

(c) Until the Third Threshold Date, ING Group shall be entitled to appoint up to three observers to attend each meeting of the management investment committee, and shall be entitled to receive all materials, reports and other communications from the management investment committee. The presence or participation of such observers shall not be required for the management investment committee to act, provided, however, that such presence or participation may not be interfered with by the Company.

(d) The management investment committee shall be the principal management committee of the Company responsible for setting the Company’s investment policies and practices subject to approval by the Board of Directors, monitoring the Company’s general account and other investments and assisting the Board of Directors in its oversight of these matters.

2.10 Implementation

(a) The Company shall make such disclosures, and shall take such other steps, as shall be required to avail itself of such exemptions from Exchange rules and other Applicable Law so as to permit the full implementation of this Article II.

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(b) Any determination by or consent of ING Group pursuant to this Article II shall be evidenced in a writing signed by (i) at least two of the Group Directors, if at such time two or more Group Directors shall hold office or (ii) one Group Director, if at such time only one Group Director shall hold office.

(c) For the avoidance of doubt, except as expressly stated above, Group Directors (i) shall not be required to be Independent Directors or meet any standard of independence from the Company and (ii) may be officers or employees of ING Group, but not of the Company.

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ARTICLE III

GROUP APPROVAL AND CONSENT RIGHTS

3.1 ING Group Approval and Consent Rights at Thirty Percent Threshold

(a) Until the Second Threshold Date, the Company shall not (either directly or indirectly through a Subsidiary, or through one or a series of related transactions) take any of the following actions without the prior written consent of ING Group:

(i) Any merger, consolidation or similar transaction (or any amendment to or termination of an agreement to enter into such a transaction) involving the Company or any Subsidiary of the Company, on the one hand, and any other Person, on the other hand; other than (A) an acquisition of 100% of the Capital Stock of such other Person or (B) disposition of 100% of the Capital Stock of a Subsidiary of the Company, in each case (x) involving consideration not exceeding $1 billion and (y) where none of (1) the book value of the assets or liabilities or (2) the sum of the assets under management and assets under administration of such Person exceeds $5 billion.;

(ii) Any acquisition or disposition of securities, assets or liabilities (including through reinsurance transactions) involving consideration or book value greater than $1 billion, other than transactions involving assets invested in the Company’s consolidated general account and approved in accordance with the Company’s established policies and procedures to monitor invested assets;

(iii) Any increase or decrease in the authorized Capital Stock of the Company, or the creation of any new class or series of Capital Stock of the Company;

(iv) Any issuance or acquisition (including stock buy-backs, redemptions and other reductions of capital) of Capital Stock of the Company or any of its Subsidiaries, except:

(A) issuances of Equity Awards;

(B) issuances of Capital Stock of a Subsidiary to a Wholly Owned Subsidiary, or acquisitions of Capital Stock of a Subsidiary by a Wholly Owned Subsidiary; and

(C) issuances or acquisitions of Capital Stock that, in the express judgment of the Board of Directors as stated in the authorizing resolutions thereof, are necessary to maintain (x) adequate capitalization of the Company or any Subsidiary, (y) compliance with covenants contained in any instrument under which the Company or any Subsidiary has issued indebtedness or (z) compliance with Applicable Law.

(v) Any issuance or acquisition (including redemptions, prepayments, open-market or negotiated repurchases or other transactions reducing the outstanding debt of the Company or any Subsidiary) of any debt security of the Company or any Subsidiary, in each case involving an aggregate principal amount exceeding $1 billion, except Short Term Funding Instruments and Capital Management Facilities;

(vi) Any other incurrence of a debt obligation of the Company or any Subsidiary having a principal amount greater than $1 billion, except Capital Management Facilities;

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(vii) Entry into or termination of any joint venture or cooperation arrangements involving assets having a value exceeding $1 billion;

(viii) The listing or delisting of securities of the Company or any of its Subsidiaries on a securities exchange, other than the listing or delisting of debt securities on the Exchange or any other securities exchange located solely in the United States;

(ix) Any amendments to the charter (or equivalent authorizing document) of the management risk committee or the management investment committee that affects (A) the obligations of such committees to report their activities (or those of their respective subcommittees) to the Board of Directors or (B) the scope of authority of such committees;

(x) The amendment (or approval or recommendation of the amendment) of the Company’s certificate of incorporation or by-laws;

(xi) With respect to the Company or any Subsidiary, any filing or the making of any petition under Bankruptcy Laws, any general assignment for the benefit of creditors, any admission of an inability to meet obligations generally as they become due or any other act the consequence of which is to subject the Company or any Subsidiary to a proceeding under Bankruptcy Laws; or

(xii) Any dissolution or winding-up of the Company.

3.2 Implementation

(a) The consent or approval of ING Group for any action for which ING Group has consent or approval rights under this Article III shall be evidenced in a writing signed (i) at least two of the Group Directors, if at such time two or more Group Directors shall hold office or (ii) one Group Director, if at such time only one Group Director shall hold office.

(b) In exercising its rights pursuant to this Article III, ING Group shall periodically consult with the Independent Directors, through the Lead Director, and consider in good faith their views.

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ARTICLE IV

INFORMATION, DISCLOSURE AND FINANCIAL ACCOUNTING

4.1 Information Rights During Equity Accounting Periods

(a) The Company agrees that, during a period that beginning when Section 4.2 hereof ceases to apply and ends on the later of (A) ING Group being no longer required under IFRS (x) to account in its financial statements for its holdings in the Company under an equity method or (y) to consolidate the financial statements of the Company with its financial statements and (B) the Third Threshold Date, unless ING Group shall earlier provide written notice to the Company that it is opting-out of this Section 4.1, the Company shall provide ING Group with (i) information and data relating to the business and financial results of the Company and its Subsidiaries and (ii) access, during usual business hours, to the Company’s personnel, data and systems, in each case to the extent that such information, data or access is required for ING Group to meet its legal, financial or regulatory obligations or requirements (as determined by ING Group in its reasonable judgment).

4.2 Information Rights During Full Consolidation Periods

(a) The Company agrees that, so long as ING Group is required under IFRS to consolidate the financial statements of the Company with its financial statements, and in any case for all financial periods commencing prior to the Majority Holder Date:

(i) General Principles. The Company shall continue to provide ING Group with (A) information and data relating to the business and financial results of the Company and its Subsidiaries and (B) access to the Company’s personnel, data and systems, in each case in the same manner as it does immediately prior to the Completion of the IPO;

(ii) Accounting Systems and Principles. The Company shall maintain accounting principles, systems and reporting formats that are consistent with ING Group’s financial accounting practices in effect as of the Completion of the IPO, and shall thereafter in good faith consider any changes to such principles, systems or reporting formats requested by ING Group;

(iii) Controls and Procedures. The Company shall, and shall cause each of its Subsidiaries, to:

(A) maintain Disclosure Controls and Procedures;

(B) maintain Internal Control Over Financial Reporting; and

(C) provide quarterly certifications from its relevant officers and employees regarding Disclosure Controls and Procedures and Internal Control Over Financial Reporting, in accordance with ING Group’s internal standards; and

(iv) Advance Notice. The Company shall inform ING Group promptly of any events or developments that might reasonably be expected to materially affect the Company’s financial results.

(b) In connection with its provision of information to ING Group pursuant to Section 4.2(a) hereof, the Company may implement reasonable procedures to restrict access to such information to only those persons who ING Group reasonably determines have a need to access such information. For the avoidance of doubt, the provisions of Section 10.8 hereof shall apply to all information provided to ING Group pursuant to Section 4.2(a) hereof.

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4.3 General Information Requirements

(a) All information provided by the Company or any of its Subsidiaries to ING Group pursuant to Sections 4.1 and 4.2 shall be in the format and detail as reasonably requested by ING Group. All financial statements and information provided by the Company or any of its Subsidiaries to ING Group pursuant to Sections 4.1 and 4.2 shall be provided under IFRS with a reconciliation to GAAP;

(b) ING Group shall provide the Company with all software and other applications necessary for the Company to prepare and submit to ING Group the required financial information including software and other applications to reconcile the income, equity and any required balance sheet accounts from the Company’s financial statements to the required ING Group accounting. ING Group shall provide the Company with at least 30 days’ notice of any change in its administrative practices and policies as they relate to the obligations of the Company pursuant to Section 4.3(a), including any change in such policies relating to reporting times and delivery methods.

(c) With respect to any information provided by the Company or any of its Subsidiaries to ING Group that is contained in, or used in the preparation of, any public disclosure of ING Group, the Company shall not provide any such information that contains an untrue statement of a material fact, or omits to state a material fact necessary to make such information not misleading.

4.4 Reporting Coordination Committee

(a) To facilitate the coordination of financial reporting, the Company and ING Group shall establish a Reporting Coordination Committee, which shall have a membership that includes (i) the Controller of the Company or his or her designee, (ii) a senior member of the Group accounting group and (iii) such other members as shall be mutually agreed between the Company and ING Group.

(b) The Reporting Coordination Committee shall meet at least quarterly to (i) monitor the financial reporting protocols between the Company and ING Group and make recommendations as to any appropriate changes; (ii) determine appropriate reporting deadlines consistent with the public reporting obligations of the Company and ING Group; and (iii) make such other determinations regarding reporting procedures, technologies and personnel as shall be necessary or advisable to facilitate accurate and efficient financial reporting between the Company and ING Group.

4.5 Matters Concerning Auditors

(a) Until the date on which ING Group is no longer required under IFRS to consolidate the Company’s financial statements with its financial statements, ING Group shall have full access, during usual business hours, to the Company Auditor and to the Company’s internal audit function (through the Company’s head of internal audit), including access to work papers and the personnel responsible for conducting the Company’s quarterly reviews and annual audit, and shall be provided with copies of all material correspondence between the Company and the Company Auditor.

(b) Until the Third Threshold Date:

(i) the Company shall provide ING Group with reasonable access to the Company Auditor and to the Company’s internal audit function (through the Company’s

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head of internal audit) and shall extend all reasonably requested cooperation with the ING Group Auditor in connection with ING Group’s internal and external audit function;

(ii) the Company shall use its reasonable best efforts to enable the Company Auditor to complete its quarterly review and annual audit such that it shall date its report on such quarterly review or opinion on the Company’s audited annual financial statements on or before the date that the ING Group Auditor date their report or opinion on ING Group‘s financial statements, and to enable ING Group to meet its timetable for the printing, filing and public dissemination of its financial statements. The Company shall instruct the Company Auditor to perform the work requested by the ING Group Auditor pursuant to this Agreement and the Company shall use its reasonable best efforts to enable the Company Auditor to comply with the instruction received;

(iii) upon reasonable notice, the Company shall authorize the Company Auditor to make available to the ING Group Auditor both the personnel responsible for conducting the Company’s quarterly reviews and annual audit and, consistent with customary professional practice and courtesy of such auditors with respect to the furnishing of work papers, work papers related to the quarterly review or annual audit of the Company, in all cases within a reasonable time after the Company Auditor’s opinion date, so that the ING Group Auditor are able to perform the procedures they consider necessary to take responsibility for the work of the Company Auditor as it relates to the ING Group Auditor’ report on ING Group’s financial statements, all within sufficient time to enable ING Group to meet its timetable for the printing, filing and public dissemination of its financial statements; and

(iv) subject to Applicable Law (including Rule 10A-3 under the Exchange Act), the Company shall not change the Company Auditor without the approval of ING Group.

(c) Neither ING Group nor the Company shall take any action that would cause either the Company Auditor or the ING Group Auditor, respectively, not to be independent with respect to the Company or ING Group.

4.6 Release of Information and Public Filings

(a) Until the Third Threshold Date:

(i) the Company shall co-ordinate with ING Group with respect to the public release of any material information relating to the Company. The Company shall, to the extent practicable, provide ING Group with a copy of any such proposed public release no later than two Business Days prior to publication, and shall consider in good faith incorporating any comments provided thereon by ING Group prior to such publication;

(ii) The Company and ING Group shall consult on the timing of their annual and quarterly earnings releases and, to the extent practicable, each Party shall give the other Party an opportunity to review the information therein relating to the Company and its Subsidiaries and to comment thereon. In the event that the Company is required by Applicable Law to publicly release information concerning the Company’s financial information for a period for which ING Group has yet to publicly release financial information, the Company shall provide ING Group notice of such release of such information as soon as practicable prior to such release of such information; and

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(iii) each of ING Group and the Company shall take reasonable steps to co-operate with each other in connection with the preparation, printing, filing, and public dissemination of their respective annual and quarterly statutory statements, their respective audited annual financial statements, their respective annual reports to shareholders, their respective annual, quarterly and current reports under the Securities Acts, any prospectuses and other filings made with the Securities Commissions, federal or state insurance requirements or any other required regulatory filings.

(b) Until the Majority Holder Date:

(i) ING Group shall have the rights with respect to all public communications and filings by the Company set forth in Schedule 4.6(b) hereto, provided, however that such rights shall not apply to the extent that they would prevent the Company from complying with its disclosure or other obligations under Applicable Law.

4.7 Information in Connection with Regulatory or Supervisory Requirements

(a) During any period in which ING Group is deemed to control the Company for U.S., European Commission, or The Netherlands regulatory purposes, and in any case at all times prior to the Third Threshold Date:

(i) the Company shall:

(A) provide, as promptly as reasonably possible but in any case within three business days of any request from ING Group (unless not reasonably available within such time, in which case as soon as possible thereafter), any information, records or documents (x) requested or demanded by any governmental, regulatory, judicial, supra-national or self-regulatory authority having jurisdiction or oversight authority over ING Group or any of its Subsidiaries (including, for the avoidance of doubt, DNB and the European Commission) or (y) deemed necessary or advisable by ING Group in connection with any filing, report, response or communication made by ING Group or its Subsidiaries with or to an authority referred to in clause (x) of this Section 4.7(a)(i)(A) (whether made pursuant to specific request from such authority or in the ordinary course); and

(B) upon reasonable notice, provide access to any governmental, regulatory, judicial, supra-national or self-regulatory authority having jurisdiction or oversight authority over ING Group or any of its Subsidiaries (including, for the avoidance of doubt, DNB and the European Commission) to its offices, employees and management in a reasonable manner where and as required under Applicable Law; and

(ii) ING Group shall provide, as promptly as reasonably possible but in any case within three business days of any request from the Company (unless not reasonably available within such time, in which case as soon as possible thereafter), any information, records or documents (A) requested or demanded by any governmental, regulatory, judicial, supra-national or self-regulatory authority having jurisdiction or oversight authority over the Company or any of its Subsidiaries; or (B) deemed necessary or advisable by the Company in connection with any filing, report, response or communication by the Company or its Subsidiaries with or to an authority referred to in clause (A) of this Section 4.7(a)(ii) (whether made pursuant to specific request from such authority or in the ordinary course).

(b) Each of ING Group and the Company shall use reasonable efforts to keep the other Party informed of the type of information it expects to require on a regular basis in order to meet its reporting or filing obligations with the authorities referred to in Section 4.7(a), above, and the timing of such requirements, however no failure to abide by this Section 4.7(b) shall affect the validity of any demand made pursuant to Section 4.7(a).

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4.8 Implementation with Respect to Legal Disclosures

(a) All requests for information or documents relating to legal or regulatory matters or with respect to which legal privilege may be sought or asserted under Sections 4.1, 4.2, 4.7(a)(i) or 6.5 shall be made solely to the office of the Chief Legal Officer of the Company, and all responses thereunder shall be made solely to the office of the General Counsel of ING Group. For the avoidance of doubt, such information or documents contained in databases, reports or systems of the Company to which ING Group has unrestricted access prior to the date hereof may be redacted, or access to the relevant databases, reports or systems may be restricted or denied, to the extent necessary so that such information and documents are handled in accordance with this Section 4.8.

(b) All requests for information or documents under Sections 4.7(a)(ii) shall be made solely to the office of the General Counsel of ING Group, and all responses thereunder shall be made solely to the office of the Chief Legal Officer of the Company.

(c) If the party required to deliver the information or documents pursuant to this Section 4.8 (the “Information Party”) believes in good faith, based upon legal advice (from internal or external counsel), that the delivery of any information or documents pursuant to this Agreement would cause the loss of any applicable legal privilege (or create a risk of such loss), then both parties will work in good faith to determine an alternate means of delivering the requested information or documents, or the substance thereof, that does not result in the loss of such privilege. If needed to preserve a privilege, the Company and ING Group agree to enter into a common interest agreement, in substantially the form attached hereto as Annex D, in advance of, and as a condition to, such delivery. Notwithstanding the foregoing, if no alternate means can be agreed by the parties and external counsel to the Information Party informs the other party in writing that a common interest cannot be established, or with sufficient confidence be asserted, to preserve the legal privilege with respect to the information or documents in question, even if a common interest agreement were to be entered into, or that for any other reason the information or documents cannot be delivered without loss of the privilege (such counsel to explain the reasons for its conclusion briefly but in reasonable detail so that the other party can review the legal analysis with its own counsel), then the Information Party is excused from providing such information or documents but only to the extent and for the time necessary to preserve the privileged character thereof.

4.9 Expenses

(a) The Company shall be responsible for any expenses it incurs in connection with the fulfillment of its obligations under this Article IV, except (i) out-of-pocket expenses incurred with respect to specific requests by ING Group for information, documents or access, in excess of amounts historically incurred by the Company (if any) for the provisions of similar information, documents and access; (ii) to the extent expressly agreed between ING Group and the Company prior to the incurrence of any specific expenses; and (iii) any incremental out-of-pocket expense incurred in connection with the acquisition of the software and applications referred to in Section 4.3(b) hereof (in excess of expenses that would otherwise be incurred by the Company in the absence of such section).

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ARTICLE V

SUBSEQUENT SALES OF COMMON STOCK

5.1 Registration Rights

(a) The Parties shall execute and deliver, concurrently with the execution and delivery of this Agreement, the Registration Rights Agreement.

5.2 Equity Purchase Rights

(a) As soon as practicable after determining to issue any shares of Common Stock or securities convertible or exchangeable for Common Stock (“Purchase Right Shares”), but in any event no fewer than ten Business Days prior to entering into a binding agreement to issue Purchase Right Shares to any person other than ING Group or its Subsidiaries (a “Purchase Right Transaction”), the Company shall, in writing, offer, subject to consummation of the Purchase Right Transaction, to sell to ING Group (which offer may be assigned by ING Group to a Subsidiary of ING Group) the Purchase Right Share Amount at the Purchase Right Share Price. The Company shall describe the proposed Purchase Right Transaction in reasonable detail in such written offer, including the range of prices (which may be expressed in terms of discount and / or premium to the trading price of Common Stock at the time the Company enters into a binding agreement to issue Purchase Right shares or consummates the Purchase Right Transaction) within which the Company reasonably expects to sell Purchase Right Shares in the Purchase Right Transaction.

(b) For purposes of this Section 5.2, the “Purchase Right Share Price” shall be the lowest purchase price (which need not be determined until the time at which the Company enters into definitive documentation with respect to the Purchase Right Transaction), if any, to be paid by the transferee(s) of Purchase Right Shares; and the “Purchase Right Share Amount” shall be that number of the Purchase Right Shares as is equal to the amount obtained by multiplying the total number of Purchase Right Shares by a fraction (the “Group Share Fraction”), the numerator of which is the number of shares of Common Stock beneficially owned by ING Group, and the denominator of which is the total number of shares of Common Stock outstanding, in each case as of the time that the Company makes the offer to ING Group pursuant to Section 5.2(a) hereof.

(c) If the offer referred to in Section 5.2(a) hereof is irrevocably accepted (subject only to required regulatory approvals, if any) in writing within five Business Days after such offer is delivered to ING Group, then, only in the event that the Purchase Right Transaction is consummated and the price per Purchase Right Share falls within the price range set forth in the written offer delivered to ING Group in accordance with Section 5.2(a), the Company shall sell to ING Group (or its Subsidiary, as the case may be), and ING Group (or its Subsidiary, as the case may be) shall purchase from the Company, that number of Purchase Right Shares as is equal to the Purchase Right Share Amount, at the Purchase Right Share Price. If the Company determines in good faith that it must consummate the Purchase Right Transaction prior to any regulatory approvals necessary for the sale of Purchase Right Shares to ING Group (or its Subsidiary, as applicable) having been obtained, the Company shall notify ING Group in writing of such determination and shall then be free to consummate the Purchase Right Transaction prior to consummating the sale of Purchase Right Shares to ING Group (or its Subsidiary, as applicable); provided, however, that in such event the Company and ING Group (or its Subsidiary, as applicable) shall consummate the sale of Purchase Right Shares as promptly as practicable after all required regulatory approvals have been obtained; and provided, further, that the Purchase Right Share Amount shall be increased, as necessary, so that the Group Share Fraction, if it were to be calculated immediately following such consummation, would be equal to the Group Share Fraction as calculated at the time of

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the offer made pursuant to Section 5.2(a) hereof. The obligation of the Company to sell, and ING Group (or its Subsidiary, as applicable) to purchase such Purchase Right Shares shall terminate if all such required regulatory approvals shall not have been obtained by the 120th day following the closing of the Purchase Right Transaction.

(d) If the offer referred to in Section 5.2(a) hereof is not irrevocably accepted (subject only to required regulatory approvals, if any) in writing within five Business Days after such offer is delivered to ING Group, the Company will be free to consummate the Purchase Right Transaction described in the written offer delivered to ING Group in accordance with Section 5.2(a), within the price range described in such written offer, without selling any Purchase Right Shares to ING Group or its Subsidiaries. The Company shall not consummate any Purchase Right Transaction other than (i) a Purchase Right Transaction described in the previous sentence or (ii) a Purchase Right Transaction described in Section 5.2(c) that is consummated within the price range described in a written offer to ING Group in accordance with Section 5.2(a). For the avoidance of doubt, nothing in this Section 5.2 shall affect the approval rights of ING Group contained in Section 3.1 hereof.

(e) The purchase and sale of any Purchase Right Shares pursuant to this Section 5.2 shall take place concurrently with the closing of the Purchase Right Transaction, or, if a concurrent closing is not practicable, as promptly as practicable thereafter. At the time of purchase, the Company shall deliver to ING Group (or its Subsidiary, as the case may be) certificates (or, in the event that the Company issues securities to a third party in an uncertificated form, other evidence of ownership) registered in the name of ING Group (or its Subsidiary, as the case may be) representing the Purchase Right Shares purchased, and ING Group (or its Subsidiary, as the case may be) shall transfer to the Company the purchase price therefor in United States dollars by bank check or wire transfer of immediately available funds, as specified by the Company, to an account designated by the Company not less than five Business Days prior to the date of purchase.

(f) The Company and ING Group each agree to use all commercially reasonable efforts to obtain any regulatory, stock exchange, or other approval required for any purchase of Purchase Right Shares by ING Group (or its designated Subsidiary) pursuant to this Section 5.2.

(g) Notwithstanding the foregoing, the provisions of paragraphs (a) to (f) of this Section 5.2 shall not apply to Purchase Right Shares issued:

(i) as consideration for mergers, acquisitions and exchange offers;

(ii) as Equity Awards;

(iii) pursuant to the underwriting agreement for the initial public offering of the Common Stock, including any “greenshoe” or over-allotment option;

(iv) as part of any transaction approved by ING Group pursuant to its consent rights set forth in Section 3.1 hereof, unless otherwise provided in such consent (for the avoidance of doubt, paragraphs (a) to (f) of this Section 5.2 shall apply to any such issuances pursuant to Section 3.1(a)(iv)(C)); or

(v) at any time after ING Group ceases to beneficially own at least 20% of the outstanding Common Stock.

5.3 Lock-Up Provisions

(a) In connection with any underwritten offering of Common Stock (whether or not pursuant to the Registration Rights Agreement), the Company shall, and shall cause the Executive

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Officers and Directors to, and, prior to the Third Threshold Date, ING Group shall, agree with the underwriters in such offering to a lock-up period of up to 90 days (as determined by the underwriters), subject to customary extension provisions and carve-outs.

(b) Notwithstanding Section 5.3(a) hereof, ING Group shall not be obligated to agree to any lock-up period during which it would be prevented from selling all or any portion of its Common Stock in privately negotiated transactions that are not executed through the facilities of a securities exchange.

5.4 Warrants

(a) The Company shall issue the Warrants to ING Group or its designated Subsidiary, prior to or concurrently with the execution and delivery hereof.

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ARTICLE VI

OTHER PROVISIONS

6.1 Other Arrangements

(a) ING Group and the Company each agree that, to the extent that other services provided by ING Group and the Company to each other, or other arrangements and practices between ING Group and the Company, are not otherwise specifically covered by this Agreement or by the Other Agreements, ING Group and the Company shall co-operate with each other to mutually agree on how such service, arrangement or practice shall be continued or discontinued, as applicable, and each of ING Group and the Company agree to negotiate in good faith to reach such mutual agreement.

6.2 Other Agreements

(a) The Parties shall execute and deliver, concurrently with the execution and delivery of this Agreement, the Other Agreements.

6.3 Related Party Transaction Policy

(a) The review and approval of a committee consisting of no fewer than three Independent Directors, and chaired by the Lead Director (if any shall have been appointed at such time), shall be required prior to the Company entering into:

(i) any transaction that would be reportable by the Company pursuant to Item 404(a) of Regulation S-K in the Company’s subsequent Annual Report on Form 10-K; and

(ii) any material amendment to this Agreement or the Other Agreements.

(b) No Independent Director who has a material interest in a transaction referred to in Section 6.3(a) shall be eligible to sit on a committee considering such transaction, and if at any time there are fewer than three Independent Directors eligible to sit on such a committee, the committee may consist of no fewer than two Independent Directors.

(c) Prior to the Completion of the IPO, the Board of Directors has adopted the Related Party Transaction Policy attached hereto as Annex E.

6.4 Certain Policies and Procedures

(a) Until the Majority Holder Date, the Board of Directors shall, when determining to implement, amend or rescind any policy of the Company or any of its Subsidiaries relating to risk, capital, investment, environmental and social responsibility or regulatory compliance (each, a “Critical Policy”), take into account the Company’s status as a consolidated Subsidiary of ING Group, and take into account the interests of ING Group therein;

(b) During any period in which ING Group is deemed to control the Company for U.S., European Commission or The Netherlands regulatory purposes, and in any case at all times prior to the Third Threshold Date, the Company:

(i) shall not adopt or implement any policies or procedures, and at ING Group’s reasonable request, shall refrain from taking any actions, that would cause ING Group to violate any Applicable Law to which ING Group is subject;

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(ii) shall, prior to implementing, amending or rescinding any Critical Policy, consult with ING Group (though one or more Group Directors, if any shall be in office at such time, or else through the General Counsel of ING Group); and, to the extent consistent with its fiduciary duties, the Board of Directors shall take into account the reasonable interests of ING Group with respect thereto; and

(iii) shall maintain and observe the policies of ING Group to the extent necessary for ING Group to comply with its legal and regulatory obligations;

provided, that, for the avoidance of doubt, this Section 6.4(b) shall not require the Company to take any action (including adopting or implementing any policy) or refrain from taking any action where such action or inaction would cause the Company to violate Applicable Law.

(c) Until the date on which ING Group is no longer required under IFRS to consolidate the Company’s financial statements with its financial statements, the Company shall maintain remuneration practices and policies which comply with the DNB Remuneration Framework, including subjecting the compensation arrangements of all employees covered by the DNB Remuneration Framework to the approval of the Supervisory Board of ING Group.

(d) The Company will fully cooperate with the requirements of the European Commission decision of November 16, 2012 or any other requirements imposed by the European Commission as a consequence of state aid received by ING Group.

6.5 Access to Personnel and Data

(a) In addition to the specific rights of ING Group set forth elsewhere in this Agreement, until the Majority Holder Date and subject to Section 4.8 hereof:

(i) the Company shall continue to provide representatives of ING Group with reasonable access to the Company’s personnel (including senior-level management and other employees) and data, in a manner consistent with the status of the Company as a consolidated Subsidiary of ING Group; and

(ii) ING Group shall continue to provide representatives of the Company with reasonable access to ING Group’s personnel (including senior-level management and other employees) and data, in a manner consistent with the status of ING Group as the corporate parent of the Company.

6.6 Internal Communications Protocols

(a) In addition to the specific rights of ING Group set forth elsewhere in this Agreement, until the Third Threshold Date, the Company and ING Group agree to mutually consult with respect to internal communications of the Company which could reasonably be expected to be material to ING Group.

6.7 Access to Historical Records

(a) For a period of two years following the Third Threshold Date, subject to an extension of up to ten years upon the demonstration of a legal, tax or regulatory requirement for such extension by the requesting Party, ING Group and the Company shall retain the right to access such records of the other which exist resulting from ING Group’s control or ownership of all or a portion of the Company. Upon reasonable notice and at each Party’s own expense, ING Group (and its authorized representatives) and the Company (and its authorized representatives) shall be afforded access to such records at reasonable times

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and during normal business hours and each Party (and its authorized representatives) shall be permitted, at its own expense, to make abstracts from, or copies of, any such records; provided, access to such records may be denied if (i) ING Group or the Company, as the case may be, cannot demonstrate a legitimate business need (during the two year period following the Third Threshold Date), or a legal or regulatory requirement (during the extension period described above), for such access to the records; (ii) the information contained in the records is subject to any applicable confidentiality commitment to a third party; (iii) a bona fide competitive reason exists to deny such access; (iv) the records are to be used for the initiation of, or as part of, a suit or claim against the other Party; (v) such access would serve as a waiver of any privilege afforded to such record; or (vi) such access would unreasonably disrupt the normal operations of ING Group or the Company, as the case may be.

6.8 Indemnification; Liability Insurance

(a) Until at least the day after the last date on which a Group Individual is a Director, officer or employee of the Company, the Company shall grant indemnification (including advancement of expenses) to each such Director, officer and employee of the Company to the greatest extent permitted under Section 145 of the General Corporation Law of the State of Delaware and other Applicable Law, as may be amended from time to time. Such indemnification and advancement shall continue as to any Group Individual (i) who becomes entitled to indemnification or advancement on or prior to such date, notwithstanding any change (except those changes made as required by applicable law) in the Company’s indemnification or advancement policies following such date, and (ii) with respect to liabilities existing or arising from events that have occurred on or prior to such date, notwithstanding such Group Individual’s ceasing to be a Director, officer or employee of the Company.

(b) As of the date of this Agreement, the Company has insurance coverage with respect to (i) director and officer liability (“D&O Coverage”) and fiduciary liability (“Fiduciary Coverage”) covering Directors, officers and employees of the Company, including Group Individuals serving in any such capacity at the Company, and (ii) liabilities under U.S. federal and state securities laws (“Securities Coverage” and, together with the D&O Coverage and the Fiduciary Coverage, the “Agreed Coverage”) covering Directors, officers and employees of the Company, Group Individuals, the Company, ING Group and respective Subsidiaries of the Company and ING Group equally and to the same extent.

(c) Subject to the provisions of this Section 6.8, the D&O Coverage and Fiduciary Coverage shall be renewed annually and kept in force by the Company on substantially the same terms in order to cover any claims made on or prior to the sixth anniversary of the last date on which any Group Individual is a Director, officer or employee of the Company. The Company shall be responsible for the cost of D&O Coverage and Fiduciary Coverage that covers Directors, officers and employees of the Company, including Group Individuals serving in any such capacity at the Company.

(d) Subject to the provisions of this Section 6.8, the Securities Coverage shall be renewed annually by the Company on substantially the same terms in order to cover any claims made on or prior to the sixth anniversary of the last date on which the closing occurred for any offering of securities by the Company (i) in which ING Group or any of its Subsidiaries is a selling or controlling securityholder, (ii) completed while any Group Individual is a Director (or was named in the Registration Statement of the Company under the Securities Act for such offering as about to become a Director of the Company), officer, employee of the Company or (iii) completed prior to the termination of this Agreement (excluding those provisions of this Agreement that are expressly stated to survive such termination in Section 10.15(a) hereof). The Company shall be responsible for the cost of that portion of the Securities Coverage that covers Directors, officers and

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employees of the Company, including Group Individuals serving in any such capacity at the Company. ING Group shall reimburse the Company for the cost of that portion of the Securities Coverage covering ING Group, its respective Subsidiaries and their respective Directors, officers and employees.

(e) As used in this Section 6.8, the terms “D&O Coverage,” “Fiduciary Coverage, “Securities Coverage” and “Agreed Coverage” shall mean the coverages in place as of the date of this Agreement as well as any renewal, amendment, endorsement or replacement (each, a “Coverage Change”) of such coverages. A change in premium for any such Agreed Coverage shall not be considered a “Coverage Change.”

(f) Promptly upon receipt of any written request from ING Group, the Company will supply ING Group with copies of any policies of insurance, binders, proposed terms or wording and other relevant information or documents with respect to the Agreed Coverage or any actual or proposed Coverage Change regarding the Agreed Coverage or Coverage Change.

(g) ING Group shall receive reasonable prior notice of any proposed Coverage Change and any proposed change in premiums on the Agreed Coverage. No Coverage Change shall become effective that would have the effect of making the Agreed Coverage (i) less favorable to Group Individuals in comparison to Directors, officers or employees of the Company than is the Agreed Coverage prior to such Coverage Change, or (ii) less favorable to ING Group and its Subsidiaries in comparison to the Company and its Subsidiaries than is the Agreed Coverage prior to such Coverage Change without the prior written consent of ING Group, which consent may be granted, conditioned or withheld in the sole discretion of ING Group. If the proposed premium change for Securities Coverage would materially increase the cost of the Securities Coverage, ING Group shall have the right to participate with the Company in negotiations with the insurance brokers and insurance companies with respect to such proposed increase.

(h) If a Coverage Change to the Securities Coverage is required by the relevant insurers because certain terms and conditions are no longer available, and such Coverage Change would have the effect of making the Securities Coverage (i) less favorable to Group Individuals in comparison to Directors, officers, employees or agents of the Company than the Securities Coverage prior to such Coverage Change, or (ii) less favorable to ING Group and its Subsidiaries in comparison to the Company and its Subsidiaries than is the Securities Coverage prior to such Coverage Change, ING Group shall have the option of either (x) consenting to such Coverage Changes, which consent may be granted, conditioned or withheld in the sole discretion of ING Group, or (y) requiring the Company to procure “run-off” or “tail” coverage on behalf of ING Group for Securities Coverage for a period of time equal to the statute of limitations applicable to the last Offering covered by the Securities Coverage. Such “run-off” or “tail” coverage must remain part of the same policy otherwise kept in force by the Company in order to ensure that there are not two separate policies covering a Group Individual with respect to claims made under the D&O Coverage, including the Securities Coverage. The cost of such “run-off” or “tail” coverage will be borne by ING Group and the Company according to the same percentage of cost outlined in 6.8(d).

(i) ING Group may at any time request in writing a Coverage Change with respect to the Securities Coverage of Group Individuals or ING Group or any of its Subsidiaries. The Company will use commercially reasonable efforts to effect such Coverage Change so long as such Coverage Change would not have the effect of making the Agreed Coverage (i) less favorable to the Company or any of its Subsidiaries or any Director, officer or employee of the Company and its Subsidiaries than the Agreed Coverage prior to such Coverage Change, (ii) more favorable to Group Individuals in comparison to Directors, officers or employees of the Company than is the Agreed Coverage prior to such Coverage Change, or (iii) more favorable to ING Group and its Subsidiaries in comparison to the Company

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and its Subsidiaries than is the Agreed Coverage prior to such Coverage Change. If such Coverage Change would increase the premium for such coverage above the premium that would prevail in the absence of such Coverage Change, ING Group shall reimburse the Company for the total cost of such Coverage Change. ING Group may request, at any time, the termination of the Securities Coverage by advanced written notice to the Company in accordance with Section 10.2. Upon receipt of such notice, the Company shall use commercially reasonable efforts to promptly terminate such coverage.

(j) In the event that any insured makes a claim or delivers a notice of circumstances under any insurance policy providing the Agreed Coverage, then, provided that attorney-client privilege and attorney-work product protection are protected and preserved with respect to such matters (including by entering into a Common Interest Agreement in the form attached to this Agreement), each of the Company (with respect to claims or notices by the Company or any of its Subsidiaries or any Director, officer or employee of the Company) and ING Group (with respect to claims or notices by ING Group or any of its Subsidiaries or any Group Individual) shall promptly provide written notice to the other of such claim or notice of circumstances and shall continue to keep the other informed of the status and progress of such claim or notice of circumstances, including providing copies of such relevant documentation and correspondence with the insurers as the other may request.

(k) In the event that multiple insureds make claims or deliver notices of circumstances with respect to the same underlying events or facts under any insurance policy providing the Agreed Coverage, then, provided that attorney-client privilege and attorney-work product protection are protected and preserved with respect to such matters (including by entering into a Common Interest Agreement in the form attached to this Agreement), each of the Company (with respect to claims or notices by the Company or any of its Subsidiaries or any Director, officer or employee of the Company) and ING Group (with respect to claims or notices by ING Group or any of its Subsidiaries or any Group Individual) shall cooperate with the other in connection with (i) the defense of allegations from third parties with respect to the underlying events or facts, and (ii) dealing with the insurers providing the Agreed Coverage with respect to asserting rights to coverage in respect of such third party claims and the underlying events or facts, in all cases with the intention of seeking to maximize the aggregate benefits to all insureds under the Agreed Coverage in respect of such third party claims and the underlying events or facts. Any self-insured retention or deductible applicable to such common claim or notice of circumstances will be borne by ING Group and the Company in the same proportion as the cost of the Securities Coverage paid by ING Group during the relevant policy period compared to the cost of the D&O Coverage paid by the Company during the relevant policy period.

(l) In the event that any conflict of interest arises between insureds that make claims or deliver notices of circumstances under any insurance policy providing the Agreed Coverage, then each of the Company (with respect to claims or notices by the Company or any of its Subsidiaries or any Director, officer or employee of the Company) and ING Group (with respect to claims or notices by ING Group or any of its Subsidiaries or any Group Individual) shall use commercially reasonable efforts to resolve such conflict or to manage it in such a way as to maximize the aggregate benefits to all insureds under the Agreed Coverage.

(m) Upon Completion of the IPO, the Company shall cease to participate in the RMP with respect to any professional liability, fidelity/crime and employment practices liability exposures of the Company arising from events occurring after Completion of the IPO. With respect to RMP Liabilities arising from events occurring prior to Completion of the IPO (“Pre-IPO RMP Liabilities”), such liabilities shall continue to be covered under the RMP Local Policy and the RMP until such time as both (i) the RMP Treaty is commuted

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and (ii) AIG US (or such other third-party insurer acceptable to the Company) issues new standalone insurance policies to the Company covering the Pre-IPO RMP Liabilities, replacing coverage provided under the RMP Local Policy. The Company shall cooperate with AIG US (and, if applicable, such third-party insurer) to coordinate the contemporaneous cancellation of the RMP Local Policy, AIG US’s (or, if applicable, such other third-party insurer’s) issuance of the new standalone insurance policies and the commutation of the RMP Treaty. Until both conditions in (i) and (ii) of this Section 6.8(m) are satisfied, the Company’s coverage for Pre-IPO RMP Liabilities shall continue in effect under the RMP Local Policy and the RMP, and ING Group shall refrain from taking any action to terminate the coverage provided under the RMP Local Policy and the RMP, and cause the Reinsurer to pay, perform and discharge its obligations to AIG US in full under the RMP Treaty with respect to Pre-IPO RMP Liabilities. Upon the satisfaction of such conditions, henceforth, Pre-IPO RMP Liabilities no longer will be covered by the RMP Local Policy.

(n) As used in Section 6.8(m), the term “RMP” shall mean the self-insured risk management program of ING Group encompassing professional liability, fidelity/crime and employment practices liability exposures. “Reinsurer” shall mean ING Re (Netherlands) N.V. “RMP Liabilities” shall mean the insured liabilities under the RMP Local Policy for open reported claims and future claims arising out of acts that occurred during the coverage term of such policy. “RMP Local Policy” shall mean, collectively, those certain policies of insurance issued by National Union Fire Insurance Company of Pittsburgh, Pa. (“AIG US”) to the Company, which provide coverage for professional liability, fidelity/crime, and employment practices liability risks. “RMP Treaty” means that certain reinsurance treaty between AIG US and the Reinsurer pursuant to which RMP Liabilities are ceded to the Reinsurer.

(o) For purposes of this Section 6.8, “Group Individual” shall mean (i) any director (including any member of the Supervisory Board or the Executive Board), officer or employee of ING Group or any of its Subsidiaries, (ii) any person designated by ING Group as a Group Director and who serves in such capacity, (iii) not more than five (5) individuals (including any personal management entity of such an individual being treated as the same individual), directly or indirectly engaged by ING Group or its Subsidiaries as its agent on a project basis with respect to an offering of securities of the Company during the term of this Agreement and having a binding, written agreement with ING Group or any of its Subsidiaries that obligates ING Group or such Subsidiary to indemnify such individual to the same extent as ING Group or such Subsidiary indemnifies its directors, officers or employees, or (iv) any person who, with his consent, is named in any Registration Statement of the Company under the Securities Act as about to become a Director of the Company.

6.9 Non-Solicitation

(a) Until the earlier of (i) two years after the date of this Agreement and (ii) the Third Threshold Date, neither Party shall solicit any then-current employee of the other Party with respect to employment by such Party.

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ARTICLE VII

REQUIREMENTS WITH RESPECT

TO ING GROUP-GUARANTEED OBLIGATIONS

7.1 Aetna Notes

(a) The Company agrees that it shall reduce the outstanding principal amount of Aetna Notes to:

(i) no more than $400.0 million as of December 31, 2015;

(ii) no more than $300.0 million as of December 31, 2016;

(iii) no more than $200.0 million as of December 31, 2017;

(iv) no more than $100.0 million as of December 31, 2018; and

(v) zero as of December 31, 2019.

(b) In addition to any redemptions, repurchases or other means of reducing the outstanding principal amount of Aetna Notes, the outstanding principal amount of Aetna Notes shall also be deemed to have been reduced to the extent set forth in Section 7.1(d) hereof if the Company shall have deposited with an Acceptable Collateral Agent, collateral (the “Collateral”), pledged to ING Group (or such of its Subsidiaries as shall be designated by ING Group) pursuant to Appropriate Collateral Documentation, as security for the Company’s obligations under Section 7.2 hereof, consisting of:

(i) U.S. dollar-denominated cash deposits with an Acceptable Bank;

(ii) corporate or sovereign senior debt instruments that (1) are not issued by a company engaged in the business of issuing life insurance, (2) are not issued by any affiliate of the Company, (3) are rated Investment Grade, and (4) would be accepted by the U.S. Federal Reserve System to secure discount window advances (“Third-Party Debt Collateral”), provided, however, that no such instrument that would otherwise constitute Third-Party Debt Collateral shall be considered Third-Party Debt Collateral or Collateral for purposes of this Agreement until such time as the Parties shall each have consented to its being so considered, such consent not to be unreasonably withheld;

(iii) an irrevocable letter of credit (a “Letter of Credit”) issued by an Acceptable LOC Issuer naming ING Group (or its designated Subsidiary) as beneficiary; or

(iv) senior debt obligations of ING Group or its wholly-owned Subsidiary, including ING Bank (“ING Group Debt Obligations”).

(c) The Appropriate Collateral Documentation shall provide that:

(i) Once deposited, Collateral may not be withdrawn by the Company without the consent of ING Group, except (1) to the extent that, as of the immediately preceding fiscal quarter end of the Company (or, if any portion of the Aetna Notes shall have been redeemed, cancelled or paid at maturity since the immediately preceding fiscal quarter end of the Company, as of the day immediately following such redemption, cancellation or repayment), the sum of the outstanding principal amount of Aetna Notes (including the effect of any deemed reduction in such amount pursuant to Section 7.1(b) hereof) plus any accrued and unpaid fees

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assessed pursuant to Section 7.1(e) hereof, was less than the amounts prescribed in Section 7.1(a) hereof or (2) to the extent that such Collateral is replaced with alternative Collateral meeting the requirements of Section 7.1(b) hereof;

(ii) Any proceeds of Collateral, including as a result of any maturity, redemption or repurchase of Collateral, shall become part of the Collateral;

(iii) For Collateral that consists of a Letter of Credit, ING Group (or its designated Subsidiary) shall be entitled to draw such Letter of Credit if (1) such Letter of Credit shall not have been replaced by other Collateral meeting the requirements of Section 7.1(b) on or before the date that is 30 days prior to the expiry of such Letter of Credit or (2) if the Company shall have failed to pay to ING Group (or its applicable Subsidiary) any amounts owed under Section 7.2(a) hereof within five business days of such amounts having become payable; and

(iv) For Collateral that consists of ING Group Debt Obligations, ING Group (or its Subsidiary that has issued such ING Group Debt Obligations) may offset any amounts payable to the Company with respect to such ING Group Debt Obligations by any amounts which the Company shall have become obligated to reimburse ING Group or any of its Subsidiaries pursuant to Section 7.2(a) hereof.

(d) The amount of any Collateral posted by the Company in accordance with Section 7.1(b) hereof shall be deemed to reduce the outstanding principal amount of Aetna Notes dollar-for-dollar, except that Third-Party Debt Collateral shall be deemed to reduce the outstanding principal amount of Aetna Notes by an amount equal to the aggregate principal amount of the Third-Party Debt Collateral, discounted in each case by the applicable collateral margin prescribed by the U.S. Federal Reserve System if such Collateral were to have been pledged as security for discount window advances as of the end of the immediately preceding fiscal quarter of the Company.

(e) The amount of Collateral (including the effect of any discount described in Section 7.1(d) hereof) shall be calculated on the first business day of each fiscal quarter of the Company (the “Calculation Day”). If, upon such calculation, the outstanding principal amount of the Aetna Notes, as of the end of the immediately preceding fiscal quarter of the Company, exceeds the limits set forth in Section 7.1(a) hereof (any such excess, the “Excess Amount”), ING US shall pay, within 30 days of each such Calculation Day, a fee to ING Group according to the following fee structure:

(i) For an Excess Amount calculated on a Calculation Day in 2016, 0.5% of the Excess Amount;

(ii) For an Excess Amount calculated on a Calculation Day in 2017, 0.75% of the Excess Amount;

(iii) For an Excess Amount calculated on a Calculation Day in 2018, 1.0% of the Excess Amount; and

(iv) For an Excess Amount calculated on a Calculation Day in 2019 or later, 1.25% of the Excess Amount.

(f) The payment of the fee set forth in Section 7.1(e) hereof shall be the sole remedy of ING Group for any failure by the Company to comply with its obligations pursuant to Section 7.1(a) hereof; provided, however, that this Section 7.1(f) shall have no effect on the right or ability of ING Group or its applicable Subsidiary to (i) enforce any security interest in the Collateral or draw upon any Letter of Credit; (ii) offset any amounts payable on ING Group Debt Obligations; or (iii) seek and exercise any and all remedies available to it (at law or equity) with respect to any breach by the Company of Section 7.2(a) hereof or any other provision of this Agreement other than Section 7.1(a) hereof.

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7.2 Reimbursement Obligations with Respect to ING Group Guarantees

(a) The Company agrees that, to the extent that ING Group or any Subsidiary shall at any time make any payments with respect to the obligations that are the subject of any ING Group Guarantee, the Company shall, immediately and without any requirement for notice or demand, reimburse ING Group or such Subsidiary for the full amount of such payments and for all reasonable expenses incurred by ING Group or the Subsidiary in connection with making such payments.

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ARTICLE VIII

INDEMNIFICATION

8.1 General Cross Indemnification

(a) ING Group shall indemnify and hold harmless the Company and each of its Subsidiaries against any and all costs and expenses arising out of third party claims (including, without limitation, reasonable attorneys’ fees, interest, penalties and costs of investigation or preparation for defense), judgments, fines, losses, claims, damages, liabilities, demands, assessments and amounts paid in settlement (collectively, “Losses”), in each case, based on, arising out of, resulting from or in connection with any claim, action, cause of action, suit, proceeding or investigation, whether civil, criminal, administrative, investigative or other (collectively, “Actions”), based on, arising out of, pertaining to or in connection with any breach by ING Group or any of its Subsidiaries of this Agreement.

(b) The Company shall indemnify and hold harmless ING Group and each of its Subsidiaries (other than the Company and its Subsidiaries) against any and all Losses, in each case, based on, arising out of, resulting from or in connection with any Actions, based on, arising out of, pertaining to or in connection with any breach by the Company or any of its Subsidiaries of this Agreement.

8.2 Procedure

(a) If any Action shall be brought against any person entitled to indemnification pursuant to this Article VIII (the “Indemnitees”) in respect of which indemnity may be sought against the other Party (the “Indemnifying Party”), such Indemnitee shall promptly notify the Indemnifying Party, provided, however, that any delay of such notice shall not affect the liability of the Indemnifying Party, except to the extent that the Indemnifying Party is actually prejudiced by such delay.

(b) The Indemnitees shall be entitled to direct the defense of the Action and retain counsel of their choosing. Except where an Indemnitee shall have been advised by its outside counsel that representation of such Indemnitee and any other Indemnitee by the same counsel would be prohibited under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them, the Indemnifying Party shall, in connection with any one such Action or separate but substantially similar or related Actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one outside counsel (in addition to any local outside counsel) at any time for all such Indemnitees not having actual or potential differing interests among themselves.

(c) The Indemnifying Party shall not be liable for any settlement of any Action effected without its written consent, unless such consent has been unreasonably withheld, conditioned or delayed.

(d) Notwithstanding the other provisions of this Article VIII, the Indemnifying Party shall not be liable for any Losses incurred subsequent to an Indemnitee’s refusal to enter into a settlement of an Action that (i) has been proposed to Indemnitee in writing by the adverse party to the Action, (ii) includes an unconditional release (except for the payment of amounts for which the Indemnitee is entitled to indemnification (or, except for Section 8.3(c) hereof, would be so entitled)) of such Indemnitee from all liability on claims that are the subject matter of such Action, and (iii) does not involve any admission of liability on the part of the Indemnitees, except where (x) such written settlement proposal has been provided to the Indemnifying Party and (y) the Indemnifying Party has not consented to such settlement.

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8.3 Other Matters

(a) Any Losses for which an Indemnitee is entitled to indemnification or contribution under this Article VIII shall be paid by the Indemnifying Party to the Indemnitee as such Losses are incurred.

(b) The indemnity and contribution agreements contained in this Article VIII shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee, any Indemnifying Party, or any of their respective officers, directors, shareholders or employees, and (ii) any termination of this Agreement.

(c) For the avoidance of doubt, indemnification amounts payable under this Article VIII shall be reduced by the amount of any insurance recovery obtained by an Indemnitee.

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ARTICLE IX

DISPUTE RESOLUTION

9.1 Mediation

(a) The Parties shall act honestly and reasonably in interpreting this Agreement. In the event of a dispute or alleged breach of this Agreement, the Parties agree to work together in good faith to resolve the matter between them.

(b) Any disagreement that cannot be resolved between the senior officers of each Party having knowledge of the subject matter in dispute within thirty days of the dispute arising shall be referred to the general counsel of, or such other person performing a similar function for, each Party for resolution.

(c) Any disagreement that cannot be resolved between the general counsels (or person performing a similar function) of each Party within twenty days of the dispute being referred pursuant to Section 9.1(b) hereof (or such later date as they shall mutually agree), shall be referred to the Board of Directors and the executive board of ING Group for resolution.

(d) If the matter is not resolved within twenty days of the dispute being referred pursuant to Section 9.1(c) hereof (or such later date as the Parties shall mutually agree), then the Parties may agree to appoint a mediator and to use a mutually agreed process of mediation. The Parties shall share the costs of such mediator and the process of mediation (provided that each Party shall be responsible for its own costs of preparing for and appearing before the mediator). The decision of the mediator shall not be binding on the Parties, but the Parties agree that each shall act in good faith while the process of mediation is proceeding.

9.2 Arbitration

(a) In the event any dispute is not referred to mediation within five Business Days following the expiry of the twenty-day period provided in Section 9.1(d) or any dispute referred to mediation remains unresolved for a period of fourteen days following its referral to mediation, then the dispute shall be submitted to arbitration and arbitrated and finally resolved according to the following rules of arbitration:

(i) The arbitration shall be administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules then in effect (the “Rules”) except as modified herein. The arbitration shall be held in New York, New York.

(ii) There shall be three arbitrators of whom each Party shall select one within fifteen days of respondent’s receipt of claimant’s demand for arbitration. The two Party-appointed arbitrators shall select a third arbitrator to serve as Chair of the tribunal within fifteen days of the selection of the second arbitrator. If any arbitrator has not been appointed within the time limits specified herein, such appointment shall be made by the AAA in accordance with the Rules upon the written request of either Party within fifteen days of such request. The hearing shall be held no later than one-hundred-and-twenty days following the appointment of the third arbitrator.

(iii) The arbitral tribunal shall permit prehearing discovery that is relevant to the subject matter of the dispute taking into account the Parties’ desire that the arbitration be conducted expeditiously and cost effectively. All discovery shall be completed within sixty days of the appointment of the third arbitrator.

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(iv) By agreeing to arbitration, the Parties do not intend to deprive a court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment, or other order in aid of arbitration proceedings and the enforcement of any award. Without prejudice to such provisional remedies as may be available under the jurisdiction of a court, the arbitral tribunal shall have full authority to grant provisional remedies, to direct the Parties to request that any court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of any Party to respect the arbitral tribunal’s orders to that effect. For the purpose of any provisional relief contemplated hereunder, the Parties hereby submit to the exclusive jurisdiction of the New York Courts. Each Party unconditionally and irrevocably waives any objections which they may have now or in the future to the jurisdiction of the New York Courts including objections by reason of lack of personal jurisdiction, improper venue, or inconvenient forum.

(v) The award shall be in writing, shall state the findings of fact and conclusions of law on which it is based, shall be final and binding and shall be the sole and exclusive remedy between the Parties regarding any claims, counterclaims, issues, or accounting presented to the arbitral tribunal. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. § 1 et seq., and judgment upon any award may be entered in any court having jurisdiction.

(vi) The Parties will bear equally all fees, costs, disbursements and other expenses of the arbitration, and each Party shall be solely responsible for all fees, costs, disbursements and other expenses incurred in the preparation and prosecution of their own case; provided that in the event that a Party fails to comply with the orders or decision of the arbitral tribunal, then such noncomplying Party shall be liable for all costs and expenses (including attorney fees) incurred by the other Party in its effort to obtain either an order to compel, or an enforcement of an award, from a court of competent jurisdiction.

(vii) The arbitral tribunal shall have the authority, for good cause shown, to extend any of the time periods in this arbitration provision either on its own authority or upon the request of any of the Parties. The arbitral tribunal shall be authorized in its discretion to grant pre-award and post-award interest at commercial rates. The arbitral tribunal shall have no authority to award punitive, exemplary or multiple damages or any other damages not measured by the prevailing Parties’ actual damages. The arbitral tribunal shall have the authority to order specific performance or to issue any other type of temporary or permanent injunction.

(viii) All notices by one Party to the other in connection with the arbitration shall be in accordance with the provisions of Section 10.2 hereof, except that all notices for a demand for arbitration made pursuant to this Article IX must be made by personal delivery or receipted overnight courier. This agreement to arbitrate shall be binding upon the successors and permitted assigns of each Party. This Agreement and the rights and obligations of the Parties shall remain in full force and effect pending the award in any arbitration proceeding hereunder.

9.3 Confidentiality.

(a) Except to the extent necessary to compel arbitration or in connection with arbitration of any dispute under this Agreement, or for enforcement of an arbitral award, information concerning (i) the existence of an arbitration pursuant to this Article IX, (ii) any documentary or other evidence given by a Party or a witness in the arbitration or (iii) the arbitration award may not be disclosed by the tribunal administrator, the arbitrators, any Party or its counsel to any person or entity not connected with the proceeding unless

38

required by law or by a court or competent regulatory body, and then only to the extent of disclosing what is legally required. A Party filing any document arising out of or relating to any arbitration in court shall seek from the court confidential treatment for such document and provide notice thereof to the non-disclosing Party.

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ARTICLE X

GENERAL PROVISIONS

10.1 Obligations Subject to Applicable Law

(a) The obligations of each Party under this Agreement shall be subject to Applicable Law, and, to the extent inconsistent therewith, the Parties shall adopt such modified arrangements as are as close as possible to the requirements of this Agreement while remaining compliant with Applicable Law, provided, however, that the Company shall fully avail itself of all exemptions, phase-in provisions and other relief available under Applicable Law before any modified arrangements shall be adopted.

10.2 Notices

(a) Unless otherwise provided in this Agreement, all notices and other communications provided for hereunder shall be dated and in writing and shall be deemed to have been given (a) when delivered, if delivered personally, sent by confirmed telecopy or sent by registered or certified mail, return receipt requested, postage prepaid, provided that such delivery is completed during normal business hours of the recipient, failing which such notice shall be deemed to have been given on the next Business Day, (b) on the next Business Day if sent by overnight courier and delivered on such Business Day within ordinary business hours and, if not, the next Business Day following delivery; and (c) when received, if received during normal business hours and, if not, the next Business Day after receipt, if delivered by means other than those specified above. Such notices shall be delivered to the address set forth below, or to such other address as a Party shall have furnished to the other Party in accordance with this Section.

If to ING Group, to:

ING Groep N.V.

Bijlmerplein 888

1102 MG Amsterdam Zuidoost

The Netherlands

Attention: General Counsel

Fax: +31 (0) 20 576 0950

with a copy to:

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

Attention: Robert G. DeLaMater

E-mail: delamaterr@sullcrom.com

Fax: 212 291 9037

If to the Company:

ING U.S., Inc.

230 Park Avenue

New York NY 10169

Attention: Executive Vice President and Chief Legal Officer

e-mail: bridget.healy@us.ing.com

Fax: 212 309 6581

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10.3 Binding Nature of Agreement

(a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the Parties hereto or their successors in interest.

10.4 Remedies

(a) The Parties hereby expressly recognize and acknowledge that immediate, extensive and irreparable damage would result, no adequate remedy at law would exist and damages would be difficult to determine in the event that any provision of this Agreement is not performed in accordance with its specific terms or otherwise breached. Therefore, in addition to, and not in limitation of, any other remedy available to any Party, except as otherwise expressly provided herein, an aggrieved Party under this Agreement would be entitled to specific performance of the terms hereof and immediate injunctive relief, without the necessity of proving the inadequacy of money damages as a remedy. Neither Party shall be required to obtain or furnish any bond or similar instrument in connection with or as a condition to obtaining or seeking any such remedy. For the avoidance of doubt, nothing in this Agreement shall diminish the availability of specific performance of the obligations under this Agreement or any other injunctive relief.

(b) Such remedies, and any and all other remedies provided for in this Agreement, shall be cumulative in nature and not exclusive and shall be in addition to any other remedies whatsoever which any Party may otherwise have. Each of the Parties hereby acknowledges and agrees that it may be difficult to prove damages with reasonable certainty, that it may be difficult to procure suitable substitute performance, and that injunctive relief and/or specific performance will not cause an undue hardship to the Parties. Each Party hereby further agrees that in the event of any action by the other Party for specific performance or injunctive relief, it will not assert that a remedy at law or other remedy would be adequate or that specific performance or injunctive relief in respect of such breach or violation should not be available on the grounds that money damages are adequate or any other grounds

10.5 Governing Law

(a) This Agreement shall be construed and enforced in accordance with, and the rights and duties of the Parties shall be governed by, the law of the State of New York, without regard to principles of conflicts of laws.

10.6 Counterparts

(a) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument.

10.7 Severability

(a) In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the Parties shall be enforceable to the fullest extent permitted by law. To the extent that any such provision is so held to be invalid, illegal or unenforceable, the Parties shall in good faith use commercially reasonable efforts to find and effect an alternative means to achieve the same or substantially the same result as that contemplated by such provision.

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10.8 Confidential Information

(a) All information provided by either Party shall, except if the purpose for which such information is furnished pursuant to this Agreement contemplates such disclosure or is for disclosure in public documents of the Company or any of its Subsidiaries or ING Group or any of its Subsidiaries and, except for disclosure to other Subsidiaries of ING Group or the Company, as the case may be, be kept strictly confidential and, unless otherwise required by Applicable Law or as agreed by the Parties, neither Party shall disclose, and each shall take all necessary steps to ensure that none of their respective directors, officers, employers, agents and representatives disclose, or make use of, except in accordance with Applicable Law, such information in any manner whatsoever until such information otherwise becomes generally available to the public; provided, however, this Section 10.8 shall not apply to information relating to or disclosed in the IPO Registration Statement or in connection with any registration statement filed in accordance with the terms of the Registration Rights Agreement. In no event shall either Party or any of its Subsidiaries or any of their respective directors, officers, employees, agents or representatives use material non-public information of the other to acquire or dispose of securities of the other or transact in any way in such securities. Each Party shall be liable for any breach of this Section 10.8 by it or any of its Subsidiaries or any of their respective directors, officers, employees, agents and representatives.

10.9 Amendment, Modification and Waiver

(a) This Agreement may be amended, modified or supplemented only by written agreement executed by the Parties. Any failure of a Party to comply with any obligation, covenant or agreement contained in this Agreement may be waived by the Party entitled to the benefits thereof only by a written instrument duly executed and delivered by the Party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant or agreement shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure of compliance.

10.10 No Assignment

(a) Except as otherwise provided for in this Agreement, neither this Agreement nor any of the rights, interests or obligations of any Party hereto may be assigned by such Party without the prior written consent of the other Party.

10.11 Further Actions

(a) Each Party hereto shall, on notice of request from any other Party hereto, take such further action not specifically required hereby at the expense of the requesting Party, as the requesting Party may reasonably request for the implementation of the transactions contemplated hereby.

10.12 No Third Party Beneficiaries

(a) Nothing in this Agreement shall convey any rights upon any person or entity which is not a Party or a successor or permitted assignee of a Party to this Agreement; provided that the provisions of Article VIII shall inure to the benefit of each of the Indemnitees.

10.13 Discretion of Parties

(a) Where this Agreement requires or permits any Party to make or take any decision, determination or action with respect to matters governed by this Agreement, unless expressly provided otherwise, such decision, determination or action may be made or taken by such Party in its sole and absolute discretion.

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10.14 Entire Agreement

(a) This Agreement and the Other Agreements, including any schedules or exhibits hereto or thereto, embody the entire agreement and understanding of the parties hereto in respect of the subject matter covered by this Agreement and the Other Agreements. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein or therein. This Agreement and the Other Agreements supersede all prior agreements and understandings between the parties with respect to such subject matter.

10.15 Term

(a) Except to the extent set forth in the following sentence, this Agreement shall terminate and be of no further force or effect as of the date on which ING Group first ceases to beneficially own at least 7.5% of the outstanding Common Stock. Notwithstanding the foregoing sentence, the provisions of Article I, Article VII, Article VIII, Article IX, Article X and Sections 6.7 and 6.8 hereof shall survive termination of this Agreement.

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IN WITNESS WHEREOF, the Parties have caused this Shareholder Agreement to be executed and delivered as of the date first above written.

ING GROEP N.V.
By:	/s/ Jan H.M. Hommen
	Name:	Jan H.M. Hommen
	Title:	Managing Director
By:	/s/ Willem F. Nagel
	Name:	Willem F. Nagel
	Title:	Managing Director
ING U.S., INC.
By:	/s/ Alain M. Karaoglan
	Name:	Alain M. Karaoglan
	Title:	Executive Vice President and
		Chief Operating Officer
By:	/s/ Ewout L. Steenbergen
	Name:	Ewout L. Steenbergen
	Title:	Executive Vice President and
		Chief Financial Officer

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Schedule 1.1(xx) – ING Group Guarantees

1. Guarantees by ING Group of the Aetna Notes

2. Guarantees by ING Verzekeringen N.V. of the commercial paper program of the Company

3. Guarantees by ING Verzekeringen N.V. of letters of credit outstanding under a credit facility between the Company and ING Bank

4. Guarantees by ING Verzekeringen N.V. of the obligations of Lion Custom Investments LLC under its ISDA master agreements

5. Guarantees by ING Verzekeringen N.V. of the obligations of ING Financial Products Company, Inc. under credit derivative transactions

S-1

Schedule 1.1(kkk) - Other Agreements

Equity Administration Agreement

Registration Rights Agreement

Transitional Intellectual Property License Agreement

S-2

Schedule 2.2(f) – Lead Director Responsibilities

In circumstances in which the non-management Directors meet without any management present, the Lead Director shall preside over such meetings. When the Chairman is absent, the Lead Director shall preside over meetings of the Board of Directors. The Lead Director shall also have the authority:

• To call meetings of the Independent Directors;

• To consult on and approve Board of Directors meeting agendas;

• To consult and approve Board of Directors meeting schedules to ensure there is sufficient time for discussion of all agenda items;

• Together with the chair of the compensation and benefits committee, to coordinate the evaluation of the performance of the CEO by the non-management directors;

• To serve as liaison between the non-management members of the Board of Directors and the chairman, and as a contact person to facilitate communications by the Company’s employees, shareholders and others with the non-management members of the Board of Directors; and

• To review the quality, quantity, appropriateness and timeliness of information provided to the Board.

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Schedule 4.6(b)

Public Reporting Protocol Prior to Majority Holder Date

Item / Principle	Principal Contact/addressee	Lead time
The Board of Directors has oversight and sign-off on communications strategy, timing and content, any changes to which will be reported to ING Group	The Heads of Corporate Communications, Investor Relations and other functions of the Company to contact Head of ING Group CC&A or other relevant ING Group personnel	As needed
Inform Group timely and adequately of any development/ information that may be considered (i) price sensitive for Group or (ii) may otherwise have a significant adverse effect on Group, its financial condition or reputation so that ING Group can, should it consider that necessary, issue a press release.	The Head of Corporate Communications of the Company to contact Head of ING Group CC&A	At least one week in advance to the extent practicable and reasonable
Inform Group timely and adequately of considerations, strategy, content and timing of ING U.S. press releases	The Head of Corporate Communications of the Company to contact the Head of ING Group Media Relations	At least one week in advance to the extent practicable and reasonable
Any internal communications that could be reasonably be considered material to Group	The Head of Corporate Communications of the Company to contact the Head of ING Group Internal Communications	At least one week in advance to the extent practicable and reasonable

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ANNEX A

Form of Registration Rights Agreement

[see Exhibit 10.4]

A-1

ANNEX B

Form of Amended and Restated Certificate of Incorporation

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

ING U.S., INC.

Pursuant to Section 103 of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), the undersigned, Bridget M. Healy, Executive Vice President and Chief Legal Officer of ING U.S., Inc., a Delaware corporation (the “Corporation”), hereby certifies as follows:

1. The name of the Corporation is ING U.S., Inc. and the date of filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was April 7, 1999.

2. This Amended and Restated Certificate of Incorporation hereby restates, integrates and further amends the Corporation’s Certificate of Incorporation, as heretofore amended, to read in its entirety as follows:

FIRST. The name of the Corporation is ING U.S., Inc.

SECOND. The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

THIRD. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

FOURTH. The total number of shares of all classes of stock which the Corporation shall have authority to issue is 1,000,000,000, of which 900,000,000 shares, par value $0.01 per share, shall be designated as Common Stock and 100,000,000 shares, par value $0.01 per share, shall be designated as Preferred Stock.

When the filing of this Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware becomes effective in accordance with the DGCL (the “Effective Time”), each share of common stock, par value, $0.01 per share, of the Corporation (“Old Common Stock”), outstanding immediately prior to the Effective Time shall automatically be converted into 2295.248835 shares of Common Stock (with the aggregate number of shares of Common Stock into which the shares of Old Common Stock are converted rounded to the nearest whole number). From and after the Effective Time, certificates that previously represented shares of Old Common Stock shall, until the same are presented for exchange, represent the number of shares of Common Stock into which such shares of Old Common Stock were converted pursuant hereto.

B-1

Shares of Preferred Stock may be issued in one or more series from time to time by the board of directors of the Corporation (the “Board of Directors”), and the Board of Directors is expressly authorized to fix by resolution or resolutions the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions thereof, of the shares of each series of Preferred Stock, including without limitation the following:

(a) the distinctive serial designation of such series which shall distinguish it from other series;

(b) the number of shares included in such series;

(c) the dividend rate, if any, (or method of determining such rate) payable to the holders of the shares of such series, any conditions upon which such dividends shall be paid and the date or dates upon which such dividends shall be payable;

(d) whether dividends, if any, on the shares of such series shall be cumulative and, in the case of shares of any series having cumulative dividend rights, the date or dates or method of determining the date or dates from which dividends on the shares of such series shall be cumulative;

(e) whether dividends, if any, shall be paid in cash, in kind or otherwise;

(f) the amount or amounts which shall be payable out of the assets of the Corporation to the holders of the shares of such series upon voluntary or involuntary liquidation, dissolution or winding up the Corporation, and the relative rights of priority, if any, of payment of the shares of such series;

(g) the price or prices at which, the period or periods within which and the terms and conditions upon which the shares of such series may be redeemed, in whole or in part, at the option of the Corporation or at the option of the holder or holders thereof or upon the happening of a specified event or events;

(h) the obligation, if any, of the Corporation to purchase or redeem shares of such series pursuant to a sinking fund or otherwise and the price or prices at which, the period or periods within which and the terms and conditions upon which the shares of such series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

(i) whether or not the shares of such series shall be convertible or exchangeable, at any time or times at the option of the holder or holders thereof or at the option of the Corporation or upon the happening of a specified event or events, into shares of any other class or classes or any other series of the same or any other class or classes of stock or other securities of the Corporation, and the price or prices or rate or rates of exchange or conversion and any adjustments applicable thereto;

B-2

(j) whether or not the holders of the shares of such series shall have voting rights, in addition to the voting rights provided by law, and if so the terms of such voting rights; and

(k) any other powers, preferences and rights and qualifications, limitations and restrictions not inconsistent with the DGCL.

Unless otherwise provided in the resolution or resolutions of the Board of Directors or a duly authorized committee thereof establishing the terms of a series of Preferred Stock, no holder of any share of Preferred Stock shall be entitled as of right to vote on any amendment or alteration of the Amended and Restated Certificate of Incorporation to authorize or create, or increase the authorized amount of, any other class or series of Preferred Stock or any alteration, amendment or repeal of any provision of any other series of Preferred Stock that does not adversely affect in any material respect the rights of the series of Preferred Stock held by such holder.

Except as otherwise required by the DGCL or provided in the resolution or resolutions of the Board of Directors or a duly authorized committee thereof establishing the terms of a series of Preferred Stock, no holder of Common Stock, as such, shall be entitled to vote on any amendment or alteration of the Amended and Restated Certificate of Incorporation that alters, amends or changes the powers, preferences, rights or other terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other series of Preferred Stock, to vote thereon pursuant to the Amended and Restated Certificate of Incorporation or pursuant to the DGCL.

Subject to the rights of the holders of any series of Preferred Stock, the number of authorized shares of any class or series of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the outstanding shares of such class or series, voting together as a single class, irrespective of the provisions of Section 242(b)(2) of DGCL or any corresponding provision hereafter enacted.

Unless otherwise provided in the resolution or resolutions of the Board of Directors or a duly authorized committee thereof establishing the terms of a series of Preferred Stock, no holder of any share of Preferred Stock shall, in such capacity, be entitled to bring a derivative action, suit or proceeding on behalf of the Corporation.

FIFTH. Special meetings of stockholders of the Corporation may be called at any time by, but only by, the Board of Directors or, if and to the extent set forth in the by-laws of the Corporation, by one or more directors of the Corporation. Each special meeting shall be held at such date, time and place either within or without the State of Delaware as may be stated in the notice of the meeting.

SIXTH. The Board of Directors of the Corporation is authorized to adopt, amend or repeal the by-laws of the Corporation. No adoption, amendment or repeal of a by-law by action of stockholders shall be effective unless approved by the affirmative vote of not less than two thirds of the outstanding shares entitled to vote on such matter, with all

B-3

shares of Common Stock of the Corporation and other stock of the Corporation entitled to vote on such matter considered for this purpose as a single class. Any vote of stockholders required by this Article SIXTH shall be in addition to any other vote of stockholders that may be required by law, the by-laws of the Corporation, any agreement with a national securities exchange or otherwise.

SEVENTH. Elections of directors need not be by written ballot except and to the extent provided in the by-laws of the Corporation.

EIGHTH. The number of directors of the Corporation shall be fixed from time to time pursuant to the by-laws of the Corporation, provided that, until such time as ING Group first ceases to beneficially own at least twenty percent of the outstanding shares of Common Stock of the Corporation, the number of directors shall not be fewer than seven or greater than nine.

For purposes of this Article EIGHTH:

“ING Group” shall mean ING Groep N.V., a Netherlands public limited liability company, together with all corporations, partnerships, joint ventures, limited liability companies, associations and other entities of which ING Groep N.V. has the ownership, directly or indirectly, of more than fifty percent of the voting securities or similar ownership interests, including any securities or similar ownership interests which are voting only upon the occurrence of a contingency where such contingency has occurred and is continuing, but shall not include the Corporation or any Corporation Subsidiaries; and

“Corporation Subsidiaries” shall mean all corporations, partnerships, joint ventures, limited liability companies, associations and other entities of which the Corporation has the ownership, directly or indirectly, of more than fifty percent of the voting securities or similar ownership interests, including any securities or similar ownership interests which are voting only upon the occurrence of a contingency where such contingency has occurred and is continuing.

NINTH. Vacancies and newly created directorships resulting from any increase in the authorized number of directors or from any other cause shall be filled by, and only by, a majority of the directors then in office, although less than a quorum, or by the sole remaining director. Any director appointed to fill a vacancy or a newly created directorship shall hold office until the next annual meeting of stockholders, and until his or her successor is elected and qualified or until his or her earlier resignation or removal.

TENTH. Any action required or permitted to be taken by the holders of any class or series of stock of the Corporation may be taken only upon the vote of stockholders at annual or special meeting duly called and may not be taken by written consent of the stockholders, provided, however that this Article TENTH shall not become effective until the first such time that ING Group ceases to beneficially own at least fifty percent of the outstanding shares of Common Stock of the Corporation.

For purposes of this Article TENTH:

“ING Group” shall have the meaning set forth in Article EIGHTH.

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ELEVENTH. The Corporation shall, to the fullest extent permitted by Section 145 of the DGCL, as the same may hereafter be amended and supplemented, or by any successor thereto, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section. Such right to indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The indemnification provided for herein shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise.

TWELFTH. No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that such exemption from liability or limitation thereof is not permitted under the DGCL as currently in effect or as the same may hereafter be amended. No amendment, modification or repeal of this Article TWELFTH shall adversely affect any right or protection of a director that exists at the time of such amendment, modification or repeal.

THIRTEENTH. It is recognized that (a) certain directors of the Corporation (the “Group Directors”) have served and may serve as directors, officers, employees and agents of ING Group, (b) the Corporation and its subsidiaries, directly or indirectly, may engage in the same, similar or related lines of business as those engaged in by ING Group and other business activities that overlap with or compete with those in which ING Group may engage, (c) the Corporation may have an interest in the same areas of business opportunity as ING Group, (d) the Corporation will derive substantial benefits from the service as directors of the Corporation of Group Directors, and (e) it is in the best interests of the Corporation that the rights of the Corporation, and the duties of any Group Directors, be determined and delineated as provided in this Article THIRTEENTH in respect of any Potential Business Opportunities (as defined below) and in respect of the agreements and transactions referred to herein. The provisions of this Article THIRTEENTH will, to the fullest extent permitted by law, regulate and define the conduct of the business and affairs of the Corporation and its directors who are Group Directors in connection with any Potential Business Opportunities and in connection with any agreements and transactions referred to herein. Any person purchasing or otherwise acquiring any shares of Common Stock or Preferred Stock, or any interest therein, will be deemed to have notice of and to have consented to the provisions of this Article THIRTEENTH. References in this Article THIRTEENTH to “directors,” “officers,” “employees” and “agents” of any person will be deemed to include those persons who hold similar positions or exercise similar powers and authority with respect to any other entity that is a limited liability company, partnership, joint venture or other non-corporate entity.

If a director of the Corporation who is a Group Director is presented or offered, or otherwise acquires knowledge of, a potential transaction or matter that may constitute or present a business opportunity for the Corporation, in which the Corporation could, but for the provisions of this Article THIRTEENTH, have an interest or expectancy (any such transaction or matter, and any such actual or potential business opportunity, a “Potential Business Opportunity”): (i) such Group Director will, to the fullest extent

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permitted by law, have no duty or obligation to refrain from referring such Potential Business Opportunity to ING Group and, if such Group Director refers such Potential Business Opportunity to ING Group, such Group Director shall have no duty or obligation to refer such Potential Business Opportunity to the Corporation or to give any notice to the Corporation regarding such Potential Business Opportunity (or any matter related thereto); (ii) if such Group Director refers a Potential Business Opportunity to ING Group, such Group Director, to the fullest extent permitted by law, will not be liable to the Corporation as a director, stockholder or otherwise, for any failure to refer such Potential Business Opportunity to the Corporation, or for referring such Potential Business Opportunity to ING Group, or for any failure to give any notice to the Corporation regarding such Potential Business Opportunity or any matter relating thereto; (iii) ING Group may participate, engage or invest in any such Potential Business Opportunity notwithstanding that such Potential Business Opportunity may have been referred to ING Group by a Group Director; and (iv) if a director who is a Group Director refers a Potential Business Opportunity to ING Group, then, as between the Corporation, on the one hand, and ING Group, on the other hand, the Corporation shall be deemed to have renounced any interest, expectancy or right in or to such Potential Business Opportunity or to receive any income or proceeds derived therefrom solely as a result of such Group Director having been presented or offered, or otherwise acquiring knowledge of, such Potential Business Opportunity, unless in each case referred to in clause (i), (ii), (iii) or (iv), such Potential Business Opportunity satisfies all of the following conditions (any Potential Business Opportunity that satisfies all of such conditions, a “Restricted Potential Business Opportunity”):

(a) such Potential Business Opportunity was expressly presented or offered in writing to the Group Director solely in his or her capacity as a director of the Corporation and for the benefit of the Corporation;

(b) the Group Director believed that the Corporation possessed, or would reasonably be expected to be able to possess, the resources necessary to exploit such Potential Business Opportunity; and

(c) substantially all of such opportunity, at the time it is presented to the Group Director, is, and is expected to remain, an “ING U.S. Opportunity” provided, that the Corporation is directly engaged in that business at the time the Potential Business Opportunity is presented or offered to the Group Director.

For purposes hereof, an “ING U.S. Opportunity” shall mean an opportunity relating to the retirement solutions, investment management and insurance solutions businesses actively engaged in by the Corporation in the United States as of April 30, 2013. The Corporation hereby renounces, on behalf of itself and its subsidiaries, to the fullest extent permitted by law, any interest or expectancy in any Potential Business Opportunity that is not a Restricted Potential Business Opportunity. In the event the Corporation’s Board of Directors declines to pursue a Restricted Potential Business Opportunity, Group Directors shall be free to refer such Restricted Potential Business Opportunity to ING Group.

No contract, agreement, arrangement or transaction (or any amendment, modification or termination thereof) entered into between the Corporation, on the one hand, and ING Group, on the other hand, before the Corporation ceased to be an indirect, wholly

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owned subsidiary of ING Group shall be void or voidable or be considered unfair to the Corporation or any of its subsidiaries solely because ING Group is a party thereto, or because any directors, officers or employees of ING Group were present at or participated in any meeting of the Board of Directors, or a committee thereof that authorized the contract, agreement, arrangement or transaction (or any amendment, modification or termination thereof), or because his, her or their votes were counted for such purpose. The Corporation may from time to time enter into and perform one or more contracts, agreements, arrangements or transactions (or amendments, modifications or supplements thereto) with ING Group. To the fullest extent permitted by law, no such contract, agreement, arrangement or transaction (nor any such amendments, modifications or supplements), nor the performance thereof by the Corporation, or by ING Group, shall be considered contrary to any fiduciary duty owed to the Corporation (or to any stockholder of the Corporation) by any director of the Corporation who is a Group Director. To the fullest extent permitted by law, no director of the Corporation who is a Group Director thereof shall have or be under any fiduciary duty to the Corporation (or to any stockholder of the Corporation) to refrain from acting on behalf of the Corporation or ING Group in respect of any such contract, agreement, arrangement or transaction or performing any such contract, agreement, arrangement or transaction in accordance with its terms and each such director of the Corporation who is a Group Director shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and shall be deemed not to have breached his or her duties of loyalty to the Corporation or any of its stockholders, and not to have derived an improper personal benefit therefrom.

No alteration, amendment or repeal of, or adoption of any provision inconsistent with, any provision of this Article THIRTEENTH will have any effect upon (a) any agreement between the Corporation and ING Group, that was entered into before the time of such alteration, amendment or repeal or adoption of any such inconsistent provision (the “Amendment Time”), or any transaction entered into in connection with the performance of any such agreement, whether such transaction is entered into before or after the Amendment Time, (b) any transaction entered into between the Corporation and ING Group, before the Amendment Time, (c) the allocation of any business opportunity between the Corporation and ING Group before the Amendment Time, or (d) any duty or obligation owed by any director of the Corporation (or the absence of any such duty or obligation) with respect to any Potential Business Opportunity which such director was offered, or of which such director otherwise became aware, before the Amendment Time (regardless of whether any proceeding relating to any of the above is commenced before or after the Amendment Time).

For purposes of this Article THIRTEENTH:

“Corporation” shall mean the Corporation and all Corporation Subsidiaries;

“Corporation Subsidiaries” shall have the meaning set forth in Article EIGHTH; and

“ING Group” shall have the meaning set forth in Article EIGHTH.

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FOURTEENTH. No contract or transaction between the Corporation and ING Group shall be void or voidable solely for this reason, or solely because a director or officer of ING Group is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose, if:

(a) The material facts as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(b) The material facts as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(c) The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof, or the stockholders.

Directors of the Corporation who are also directors or officers of ING Group may be counted in the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. Shares of Common Stock owned by ING Group may be counted in determining the presence of a quorum at a meeting of stockholders called to authorize such contract or transaction.

For purposes of this Article FOURTEENTH:

“Corporation” shall mean the Corporation and all Corporation Subsidiaries;

“Corporation Subsidiaries” shall have the meaning set forth in Article EIGHTH; and

“ING Group” shall have the meaning set forth in Article EIGHTH.

FIFTEENTH. OWNERSHIP LIMIT

Section 1. Definitions. As used in this Article FIFTEENTH, the following capitalized terms have the following meanings when used herein with initial capital letters (and any references to any portions of Treas. Reg. § 1.382–2T shall include any successor provisions):

“Agent” has the meaning set forth in Section 5 of this Article FIFTEENTH.

“Board of Directors” or “Board” means the Board of Directors of the Corporation, including any duly authorized committee thereof.

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“Business Day” shall mean any day other than a Saturday, a Sunday, or a day on which banking institutions in New York, New York are generally authorized or obligated by law or executive order to close.

A Person shall be deemed the “Beneficial Owner”, and to have “Beneficial Ownership” of, and to “Beneficially Own”, any securities (i) which such Person directly owns, (ii) which such Person would be deemed to indirectly or constructively own for purposes of Section 382 of the Code and the Treasury Regulations promulgated thereunder or (iii) which any other Person Beneficially Owns, but only if such Person and such other Person are part of the same group of Persons that, with respect to such security, are treated as one “entity” as defined under Treasury Regulation 1.382-3(a)(1).

“Close of Business” on any given date shall mean 5:00 p.m., New York City time on such date, or, if such date is not a Business Day, 5:00 p.m. New York City time on the next succeeding Business Day.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time, including any successor statute.

“Common Stock” shall mean the shares of Common Stock, par value $0.01 per share, of the Corporation and shares of capital stock of the Corporation issued in exchange or substitution for such Common Stock.

“Corporation Security” or “Corporation Securities” means (i) shares of Common Stock, (ii) warrants, rights, or options (including options within the meaning of Treas. Reg. § 1.382–2T(h)(4)(v) and Treas. Reg. § 1.382–4(d)(9)) to purchase Securities of the Corporation and (iii) any Stock.

“Excess Securities” has the meaning given such term in Section 4(a) of this Article FIFTEENTH;

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

“Expiration Date” means the earliest of (i) the date of the occurrence of an Ownership Change resulting from the sale of Stock by ING Group; (ii) the date upon which the Board of Directors receives, at the Board’s request, a report from the Corporation’s advisors to the effect that due to the repeal of Section 382 of the Code, or any other change in law, this Article FIFTEENTH is no longer necessary for the preservation of Tax Benefits; (iii) the first day of any taxable year of the Corporation with respect to which the Board of Directors receives, at the Board’s request, a report from the Corporation’s advisors to the effect that no Tax Benefits may be carried forward; or (iv) such date as the Board of Directors determines for the restrictions set forth in Section 2 of this Article FIFTEENTH to terminate. In the case of a termination of this Article FIFTEENTH, the Board shall cause the prompt public announcement of such termination in such manner as the Board determines is appropriate under the circumstances.

“Five Percent Transaction” has the meaning set forth in Section 2(a) of this Article FIFTEENTH.

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“Five Percent Stockholder” means a Person with a Beneficial Ownership of 4.99% or more of (i) the Common Stock then outstanding or (ii) any class of Stock (other than Common Stock) then outstanding.

“ING Group” has the meaning set forth in Article EIGHTH.

“ING Group Warrants” means the warrants to purchase Common Stock initially issued to ING Group upon the consummation of the Corporation’s initial public offering of Common Stock.

“Market Price” per share of any securities on any date shall mean the average of the daily closing prices per share of such securities (determined as described below) on each of the 20 consecutive Trading Days through and including the Trading Day immediately preceding such date; provided, however, that if any dividend, share split or any analogous event, shall have caused the closing prices used to determine the Market Price on any Trading Days during such period of 20 Trading Days not to be fully comparable with the closing price on such date, each such closing price so used shall be appropriately adjusted by the Board of Directors in order to make it fully comparable with the closing price on such date. The closing price per share of any securities on any Trading Day shall be the last reported sale price, regular way, or, in case no such sale takes place or is quoted on such date, the average of the closing bid and asked prices, regular way, for each share of such securities, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed on the NYSE or, if the securities are not listed on the NYSE, as reported on the NASDAQ Stock Market or, if the securities are not listed on the NYSE or NASDAQ Stock Market, as reported in the principal consolidated transaction reporting system with respect to the principal national securities exchange on which the securities are listed or admitted to trading or, if the securities are not listed or admitted to trading on any national securities exchange, as reported by such other quotation system then in use or, if on any such Trading Day the securities are not listed or admitted to trading on any national securities exchange or quoted by any such quotation system, the average of the closing bid and asked prices in the over-the-counter market as furnished by a professional market maker making a market in the securities selected by the Board of Directors; provided, however, that if on any such Trading Day the securities are not listed or admitted to trading on a national securities exchange or traded in the over-the-counter market, the closing price per share of such securities on such date shall mean the fair market value per share of such securities on such Trading Day as determined in good faith by the Board of Directors, after consultation with a nationally recognized investment banking firm.

“Ownership Change” shall mean a 50 percentage point increase in the percentage of the Beneficial Ownership of the Corporation Securities held by a Five Percent Stockholder on a cumulative basis in any three-year period, as such concept is interpreted under Section 382(g) of the Code.

“Person” shall mean any individual, firm, partnership, limited liability company, trust, association, limited liability partnership, corporation or other “entity” within the meaning of Treasury Regulation Section 1.382 3(a)(1)(i) and shall include any successor (by merger or otherwise) of any such entity.

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“Prohibited Distributions” means any and all dividends or other distributions paid by the Corporation with respect to any Excess Securities received by a Purported Transferee.

“Prohibited Transfer” means any Transfer or purported Transfer of Corporation Securities to the extent that such Transfer is prohibited and/or void under this Article FIFTEENTH.

“Proposed Transaction” has the meaning set forth in Section 3(b) of this Article FIFTEENTH.

“Purported Transferee” has the meaning set forth in Section 4(a) of this Article FIFTEENTH.

“Request” has the meaning set forth in Section 3(b) of this Article FIFTEENTH.

“Requesting Person” has the meaning set forth in Section 3(b) of this Article FIFTEENTH.

“Securities” and “Security” each has the meaning set forth in Section 7 of this Article FIFTEENTH.

“Security Entitlement” has the meaning set forth in Section 8–102(17) of the Delaware Uniform Commercial Code, as amended from time to time.

“Stock” means any interest or Security Entitlement that would be treated as “stock” of the Corporation pursuant to Treas. Reg. § 1.382–2(a)(3) or Treas. Reg. § 1.382–2T(f)(18).

“Subsidiary” or “Subsidiaries” of any specified Person means any Corporation or other entity a majority of the voting power of the equity securities or a majority of the equity or membership interest is owned, directly or indirectly, by such Person.

“Tax Benefits” includes the net operating loss carryovers, capital loss carryovers, general business credit carryovers, alternative minimum tax credit carryovers and foreign tax credit carryovers, as well as any loss or deduction attributable to a “net unrealized built-in loss” of the Corporation or any of its Subsidiaries as of December 31, 2012, within the meaning of Section 382 of the Code.

“Trading Day,” when used with respect to any securities, means a day on which the NYSE is open for the transaction of business or, if such securities are not listed or admitted to trading on the NYSE, a day on which the principal national securities exchange on which such securities are listed or admitted to trading is open for the transaction of business or, if such securities are not listed or admitted to trading on any national securities exchange, a day on which the principal automated quotation system that reports trading in such securities is open for transaction of business or, if such securities are not listed on a national securities exchange or quoted on an automated quotation system, a Business Day.

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“Transfer” means any direct, indirect or deemed sale, transfer, assignment, conveyance, pledge or other disposition or other action taken by a Person, other than the Corporation, that alters the Beneficial Ownership of any Person. A Transfer shall also include the creation or grant of an option (including an option within the meaning of Treas. Reg. § 1.382–2T(h)(4)(v) or Treas. Reg. § 1.382–4(d)(9)) and the issuance by the Corporation of Stock upon the exercise of an option or warrant. For the avoidance of doubt, a Transfer shall not include (i) the creation or grant of an option by the Corporation or (ii) the issuance or grant of Stock by the Corporation (except for stock issued upon the exercise of any warrant issued by the Corporation).

“Transferee” means, with respect to any Transfer, any Person to whom Corporation Securities are, or are proposed to be, Transferred.

“Transferor” means, with respect to any Transfer, any Person by or from whom Corporation Securities are, or are proposed to be, Transferred.

“Treasury Regulations” means the regulations, including temporary regulations or any successor regulations promulgated under the Code, as amended from time to time.

Section 2. Transfer and Ownership Restrictions.

(a) In order to preserve the Corporation’s ability to use the Tax Benefits to offset income, until the Expiration Date no Person other than the Corporation shall, except as provided in Section 3(a) below, Transfer to any Person (and any such attempted Transfer shall be void ab initio), any direct or indirect interest in any Corporation Securities to the extent that such Transfer, if effective, would cause the transferee or any other Person to become a Five Percent Stockholder, or would cause the Beneficial Ownership of a Five Percent Stockholder to increase (any such Transfer, a “Five Percent Transaction”). The prior sentence shall not preclude either the Transfer to the Depository Trust Company (“DTC”), Clearing and Depository Services (“CDS”) or to any other securities intermediary, as such term is defined in § 8-102(14) of the Uniform Commercial Code, of Corporation Securities not previously held through DTC, CDS or such intermediary or the settlement of any transactions in the Corporation Securities entered into through the facilities of a national securities exchange, any national securities quotation system or any electronic or other alternative trading system; provided that, if such Transfer or the settlement of the transaction would result in a Prohibited Transfer, such Transfer shall nonetheless be a Prohibited Transfer subject to all of the provisions and limitations set forth in the remainder of this Article FIFTEENTH.

Section 3. Exceptions; Waiver of Transfer and Ownership Restrictions.

(a) Any Transfer of Corporation Securities that would otherwise be prohibited and/or void under this Article FIFTEENTH shall nonetheless be permitted if (i) prior to such Transfer being consummated (or, in the case of an involuntary Transfer, as soon as practicable after the transaction is consummated), the Board of Directors approves the Transfer in accordance with Section 3(b) or 3(c) of this Article FIFTEENTH (such approval may relate to a Transfer or series of identified Transfers and may provide the effective time

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of such transfer which could be retroactive), (ii) such Transfer is pursuant to any transaction, including, but not limited to, a merger, consolidation, mandatory share exchange or other business combination in which all holders of Corporation Securities receive, or are offered the same opportunity to receive, cash or other consideration for all such Corporation Securities, and upon the consummation of which the acquiror owns at least a majority of the outstanding shares of Common Stock, (iii) such Transfer is a Transfer to any employee stock ownership or other employee benefit plan of the Corporation or a Subsidiary of the Corporation (or any entity or trustee holding shares of Common Stock for or pursuant to the terms of any such plan or for the purpose of funding any such plan or funding other employee benefits for employees of the Corporation or of any Subsidiary of the Corporation), (iv) such Transfer is a Transfer by a member of the ING Group (including Transfers made indirectly through any underwriter, dealer or initial purchaser), or (v) such Transfer consists of the issuance of Stock by the Corporation upon the exercise of any ING Group Warrants.

(b) The restrictions contained in this Article FIFTEENTH are for the purposes of reducing the risk that any Ownership Change or any other ownership change for purposes of Section 382 with respect to the Corporation may limit the Corporation’s ability to utilize its Tax Benefits. The restrictions set forth in Section 2(a) of this Article FIFTEENTH shall not apply to a proposed Transfer that is a Five Percent Transaction if the Transferor or the Transferee obtains the authorization of the Board of Directors in the manner described below. In connection therewith, and to provide for effective policing of these provisions, any Person who desires to effect a transaction that may be a Five Percent Transaction (a “Requesting Person”) shall, prior to the date of such transaction for which the Requesting Person seeks authorization (the “Proposed Transaction”), request in writing (a “Request”) that the Board of Directors review the Proposed Transaction and authorize or not authorize the Proposed Transaction in accordance with this Section 3(b). A Request shall be delivered by registered mail, return receipt requested, to the Secretary of the Corporation at the Corporation’s principal executive office. Such Request shall be deemed to have been made when actually received by the Corporation. A Request shall include: (i) the name and address and telephone number of the Requesting Person; (ii) the number and percentage of Corporation Securities then Beneficially Owned by the Requesting Person and (iii) a reasonably detailed description of the Proposed Transaction or Proposed Transactions by which the Requesting Person would propose to effect a Five Percent Transaction and the proposed tax treatment thereof. The Board of Directors shall, in good faith, endeavor to respond to a Request within twenty (20) Business Days of receiving such Request; provided that the failure of the Board of Directors to make a determination within such period shall be deemed to constitute the denial by the Board of Directors of the Request. The Requesting Person shall respond promptly to reasonable and appropriate requests for additional information from the Corporation or the Board of Directors and its advisors to assist the Board of Directors in making its determination. The Board of Directors shall only authorize a Proposed Transaction if it receives, at the Board’s request, a report from the Corporation’s advisors to the effect that the Proposed Transaction does not create a significant risk of material adverse tax consequences to the Corporation or the Board of Directors otherwise determines in its sole discretion that granting the Request is in the best interests of the Corporation. Any Request may be submitted on a confidential basis and, except to the extent required by applicable law, the Corporation shall maintain the confidentiality of such Request and the determination of the Board of Directors with respect thereto, unless the information contained in the Request or the determination of the Board of Directors with

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respect thereto otherwise becomes publicly available. The Request shall be considered and evaluated by directors serving on the Board of Directors who are independent of the Corporation and the Requesting Person and disinterested with respect to the Request, who shall constitute a committee of the Board for this purpose, and the action of a majority of such independent and disinterested directors, or any committee of the Board consisting solely of these directors, shall be deemed to be the determination of the Board of Directors for purposes of such Request. Furthermore, the Board of Directors shall approve within ten (10) Business Days of receiving a Request as provided in this Section 3(b) of any proposed Transfer that does not cause any aggregate increase in the Beneficial Ownership of Stock by Five Percent Stockholders (as determined after giving effect to the proposed Transfer) over the lowest Beneficial Ownership of Stock by such Five Percent Stockholders (as determined immediately before the proposed Transfer) at any time during the relevant testing period, in all cases for purposes of Section 382 of the Code. For the avoidance of doubt, for purposes of the foregoing sentence, all Transfers shall be taken into account notwithstanding that pursuant to Notice 2008-84 (and any regulations issued pursuant thereto) no testing date may have occurred with respect to such Transfer.

(c) In addition to Section 3(b), the Board of Directors may determine that the restrictions set forth in Section 2(a) of this Article FIFTEENTH shall not apply to any particular transaction or transactions, whether or not a request has been made to the Board of Directors, including a Request pursuant to Section 3(b) of this Article FIFTEENTH, subject to any conditions that it deems reasonable and appropriate in connection therewith. Any determination of the Board of Directors hereunder may be made prospectively or retroactively.

(d) The Board of Directors, to the fullest extent permitted by law, may exercise the authority granted by this Article FIFTEENTH through duly authorized officers or agents of the Corporation.

Section 4. Excess Securities.

(a) No employee or agent of the Corporation shall record any Prohibited Transfer, and the purported Transferee of such a Prohibited Transfer (the “Purported Transferee”) shall not be recognized as a stockholder of the Corporation for any purpose whatsoever in respect of the Corporation Securities which are the subject of the Prohibited Transfer (the “Excess Securities”). Until the Excess Securities are acquired by another Person in a Transfer that is not a Prohibited Transfer, the Purported Transferee shall not be entitled to any rights thereunder, including rights of stockholders of the Corporation with respect to such Excess Securities, including, without limitation, the right to vote such Excess Securities and to receive dividends or distributions, whether liquidating or otherwise, in respect thereof, if any, and the Excess Securities shall be deemed to remain with the Transferor unless and until the Excess Securities are transferred to the Agent pursuant to Section 5 of this Article FIFTEENTH or until an approval is obtained under Section 3 of this Article FIFTEENTH. After the Excess Securities have been acquired in a Transfer that is not a Prohibited Transfer, the Corporation Securities shall cease to be Excess Securities. For this purpose, any Transfer of Excess Securities not in accordance with the provisions of this Section 4 or Section 5 of this Article FIFTEENTH shall also be a Prohibited Transfer.

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(b) The Corporation may make such arrangements or issue such instructions to its stock transfer agent as may be determined by the Board of Directors to be necessary or advisable to implement this Article FIFTEENTH, including, without limitation, authorizing, in accordance with Section 9 of this Article FIFTEENTH, such transfer agent to require an affidavit from a Purported Transferee regarding such Person’s Beneficial Ownership of Stock and other evidence that a Transfer will not be prohibited by this Article FIFTEENTH as a condition to registering any Transfer.

Section 5. Transfer to Agent. If the Board of Directors determines that a Transfer of Corporation Securities constitutes a Prohibited Transfer then, upon written demand by the Corporation sent within thirty (30) days of the date on which the Board of Directors determines that the attempted Transfer constitutes a Prohibited Transfer, the Purported Transferee shall transfer or cause to be transferred any certificate or other evidence of ownership of the Excess Securities within the Purported Transferee’s possession or control, together with any Prohibited Distributions, or, in the case of uncertificated Stock, shall automatically be deemed to be transferred to an agent designated by the Board of Directors (the “Agent”). The Agent shall thereupon sell to a buyer or buyers, which may include the Corporation, the Excess Securities transferred to it in one or more arm’s-length transactions (on the public securities market on which such Excess Securities are traded, if possible, or otherwise privately); provided, however, that any such sale must not constitute a Prohibited Transfer; and provided further that the Agent shall effect such sale or sales in an orderly fashion and shall not be required to effect any such sale within any specific time frame if, in the Agent’s discretion, such sale or sales would disrupt the market for the Corporation Securities, would otherwise adversely affect the value of the Corporation Securities or would be in violation of applicable securities laws. If the Purported Transferee has resold the Excess Securities before receiving the Corporation’s demand to surrender Excess Securities to the Agent, the Purported Transferee shall be deemed to have sold the Excess Securities for the Agent, and shall be required to transfer to the Agent any Prohibited Distributions and proceeds of such sale, except to the extent that the Corporation grants written permission to the Purported Transferee to retain a portion of such sales proceeds and Prohibited Distributions not exceeding the amount that the Purported Transferee would have received from the Agent pursuant to Section 6 of this Article FIFTEENTH if the Agent rather than the Purported Transferee had resold the Excess Securities for an amount equal to the proceeds of such sale by the Purported Transferee (and taking into account only the actual costs incurred by the Agent).

Section 6. Application of Proceeds and Prohibited Distributions. The Agent shall apply any proceeds of a sale by it of Excess Securities and, if the Purported Transferee has previously resold the Excess Securities, any amounts received by the Agent from a Purported Transferee, together, in either case, with any Prohibited Distributions, as follows: (a) first, such amounts shall be paid to the Agent to the extent necessary to cover its costs and expenses incurred in connection with its duties hereunder; (b) second, any remaining amounts shall be paid to the Purported Transferee, up to the amount paid by the Purported Transferee for the Excess Securities (or the Market Price at the time of the Transfer, in the event the purported Transfer of the Excess Securities was, in whole or in part, a gift, inheritance or similar Transfer); and (c) third, any remaining amounts shall be paid to the Transferor that was party to the subject Prohibited Transfer, or, if the Transferor that was party to the subject Prohibited Transfer cannot be readily identified, to one or more

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organizations qualifying under section 501(c)(3) of the Code (or any comparable successor provision) selected by the Board of Directors. The Purported Transferee of Excess Securities shall have no claim, cause of action or any other recourse whatsoever against any Transferor of Excess Securities. The Purported Transferee’s sole right with respect to such shares shall be limited to the amount payable to the Purported Transferee pursuant to this Section 6. In no event shall the proceeds of any sale of Excess Securities pursuant to this Section 6 inure to the benefit of the Corporation or the Agent, except to the extent used to cover costs and expenses incurred by the Agent in performing its duties hereunder.

Section 7. Modification of Remedies for Certain Indirect Transfers. In the event of any Transfer that does not involve a transfer of securities of the Corporation within the meaning of Delaware law (“Securities,” and individually, a “Security”) but which would cause the transferee or any other Person to become a Five Percent Stockholder, or would cause the Beneficial Ownership of a Five Percent Stockholder to increase, the application of Section 5 and Section 6 of this Article FIFTEENTH shall be modified as described in this Section 7. In such case, no such Five Percent Stockholder shall be required to dispose of any interest that is not a Security, but such Five Percent Stockholder and/or any Person whose ownership of Securities is attributed to such Five Percent Stockholder shall be deemed to have disposed of and shall be required to dispose of sufficient Securities (which Securities shall be disposed of in the inverse order in which they were acquired) to cause such Five Percent Stockholder, following such disposition, not to be in violation of this Article FIFTEENTH. Such disposition shall be deemed to occur simultaneously with the Transfer giving rise to the application of this provision, and such number of Securities that are deemed to be disposed of shall be considered Excess Securities and shall be disposed of through the Agent as provided in Sections 5 and 6 of this Article FIFTEENTH, except that the maximum aggregate amount payable either to such Five Percent Stockholder, or to such other Person that was the direct holder of such Excess Securities, in connection with such sale shall be the Market Price of such Excess Securities at the time of the purported Transfer. All expenses incurred by the Agent in disposing of such Excess Securities shall be paid out of any amounts due such Five Percent Stockholder or such other Person. The purpose of this Section 7 is to extend the restrictions in Sections 2 and 4 of this Article FIFTEENTH to situations in which there is a Five Percent Transaction without a direct Transfer of Securities, and this Section 7, along with the other provisions of this Article FIFTEENTH, shall be interpreted to produce the same results, with differences as the context requires, as a direct Transfer of Corporation Securities.

Section 8. Legal Proceedings; Prompt Enforcement. If the Purported Transferee fails to surrender the Excess Securities or the proceeds of a sale thereof, in either case, with any Prohibited Distributions, to the Agent within thirty (30) days from the date on which the Corporation makes a written demand pursuant to Section 5 of this Article FIFTEENTH (whether or not made within the time specified in Section 5 of this Article FIFTEENTH), then the Corporation may take any actions it deems necessary to enforce the provisions hereof, including the institution of legal proceedings to compel the surrender. Nothing in this Section 8 shall (a) be deemed inconsistent with any Transfer of the Excess Securities provided in this Article FIFTEENTH being void ab initio, (b) preclude the Corporation in its discretion from immediately bringing legal proceedings without a prior demand or (c) cause any failure of the Corporation to act within the time periods set forth in Section 5 of this Article FIFTEENTH to constitute a waiver or loss of any right of the Corporation under this Article FIFTEENTH. The Board of Directors may authorize such additional actions as it deems advisable to give effect to the provisions of this Article FIFTEENTH.

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Section 9. Obligation to Provide Information. As a condition to the registration of the Transfer of any Stock, any Person who is a beneficial, legal or record holder of Stock, and any proposed Transferee and any Person controlling, controlled by or under common control with the proposed Transferee, shall provide such information, to the extent reasonably available and legally permissible, as the Corporation may reasonably request from time to time in order to determine compliance with this Article FIFTEENTH or the status of the Tax Benefits of the Corporation.

Section 10. Legends. The Board of Directors may require that the registration of the Stock on the stock transfer books of the Corporation, or any certificates issued by the Corporation evidencing ownership of shares of Stock that are subject to the restrictions on transfer and ownership contained in this Article FIFTEENTH bear the following legend:

“THE TRANSFER OF SECURITIES REPRESENTED HEREBY IS SUBJECT TO RESTRICTION PURSUANT TO ARTICLE FIFTEENTH OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ING U.S, INC., AS AMENDED AND IN EFFECT FROM TIME TO TIME, A COPY OF WHICH MAY BE OBTAINED FROM THE CORPORATION UPON REQUEST.”

The Board of Directors may also require that any certificates or other evidence of ownership issued by the Corporation evidencing ownership of shares of Stock that are subject to conditions imposed by the Board of Directors under Section 3 of this Article FIFTEENTH also bear a conspicuous legend referencing the applicable restrictions.

The Corporation shall have the power to make appropriate notations upon its stock transfer records or other evidence of ownership and to instruct any transfer agent, registrar, securities intermediary or depository with respect to the requirements of this Article FIFTEENTH for any uncertificated Corporation Securities or Corporation Securities held in an indirect holding system.

Section 11. Authority of Board of Directors.

(a) All determinations and interpretations of the Board of Directors shall be interpreted or determined, as the case may be, by the Board of Directors in its sole discretion and shall be conclusive and binding for all purposes of this Article FIFTEENTH.

(b) The Board of Directors shall have the power to determine all matters necessary for assessing compliance with this Article FIFTEENTH, including, without limitation, (i) the identification of Five Percent Stockholders, (ii) whether a Transfer is a Five Percent Transaction or a Prohibited Transfer, (iii) the Beneficial Ownership in the Corporation of any Five Percent Stockholder, (iv) whether an instrument constitutes a Corporation Security, (v) the amount (or Market Price) due to a Purported Transferee pursuant to Section 6 of this Article FIFTEENTH, and (vi) any other matters which the

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Board of Directors determines to be relevant; and the good faith determination of the Board of Directors on such matters shall be conclusive and binding for all the purposes of this Article FIFTEENTH. In addition, the Board of Directors may, to the extent permitted by law, from time to time establish, modify, amend or rescind by-laws, regulations and procedures of the Corporation not inconsistent with the provisions of this Article FIFTEENTH for purposes of determining whether any Transfer of Corporation Securities would jeopardize the Corporation’s ability to preserve and use the Tax Benefits and for the orderly application, administration and implementation of this Article FIFTEENTH.

(c) Nothing contained in this Article FIFTEENTH shall limit the authority of the Board of Directors to take such other action to the extent permitted by law as it deems necessary or advisable to protect the Corporation and its stockholders in preserving the Tax Benefits. Without limiting the generality of the foregoing, in the event of a change in law making one or more of the following actions necessary or desirable, the Board of Directors may, by adopting a written resolution, (i) modify the definition of Beneficial Ownership in the Corporation, Five Percent Stockholder or the Persons covered by this Article FIFTEENTH, (ii) modify the definitions of any other terms set forth in this Article FIFTEENTH or (iii) modify the terms of this Article FIFTEENTH as appropriate, in each case, in order to prevent an Ownership Change or any other ownership change for purposes of Section 382 of the Code (or other sections of the Code or any similar state law, if applicable) as a result of any changes in applicable law or otherwise; provided, however, that the Board of Directors shall not cause there to be such modification unless it receives a report, at the Board’s request, from the Corporation’s advisors to the effect that such action is reasonably necessary or advisable to preserve the Tax Benefits or that the continuation of certain restrictions is no longer reasonably necessary for the preservation of the Tax Benefits. The Board shall cause the prompt public announcement of such modification in such manner as the Board determines appropriate under the circumstances. In the case of an ambiguity in the application of any of the provisions of this Article FIFTEENTH, including any definition used herein, the Board of Directors shall have the power to determine the application of such provisions with respect to any situation based on its reasonable belief, understanding or knowledge of the circumstances. In the event this Article FIFTEENTH requires an action by the Board of Directors but fails to provide specific guidance with respect to such action, the Board of Directors shall have the power to determine the action to be taken so long as such action is not contrary to the provisions of this Article FIFTEENTH. All such actions, calculations, interpretations and determinations that are done or made by the Board of Directors in good faith shall be conclusive and binding on the Corporation, the Agent, and all other Persons for all other purposes of this Article FIFTEENTH. The Board of Directors may delegate all or any portion of its duties and powers under this Article FIFTEENTH to a committee of the Board of Directors as it deems necessary or advisable and, to the fullest extent permitted by law, may exercise the authority granted by this Article FIFTEENTH through duly authorized officers or agents of the Corporation.

Section 12. Reliance. To the fullest extent permitted by law, the Corporation and the members of the Board of Directors shall be fully protected in relying in good faith upon the information, opinions, reports or statements of the chief executive officer, the chief financial officer, the chief accounting officer or the corporate controller or other executive officers of the Corporation or of the Corporation’s legal counsel, independent auditors, transfer agent, investment bankers or other employees and agents in making the

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determinations and findings contemplated by this Article FIFTEENTH, and the members of the Board of Directors shall not be responsible for any good faith errors made in connection therewith. For purposes of determining the existence and identity of, and the amount of any Corporation Securities Beneficially Owned by any stockholder, the Corporation is entitled to rely on the existence and absence of filings of Schedule 13D or 13G under the Exchange Act (or similar filings), as of any date, subject to its actual knowledge of the ownership of Corporation Securities.

Section 13. Benefits of This Article FIFTEENTH. Nothing in this Article FIFTEENTH shall be construed to give to any Person other than the Corporation or the Agent any legal or equitable right, remedy or claim under this Article FIFTEENTH. This Article FIFTEENTH shall be for the sole and exclusive benefit of the Corporation and the Agent.

Section 14. Severability. The purpose of this Article FIFTEENTH is to facilitate the Corporation’s ability to maintain or preserve its Tax Benefits. If any provision of this Article FIFTEENTH or the application of any such provision to any Person or under any circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Article FIFTEENTH.

Section 15. Waiver. With regard to any power, remedy or right provided herein or otherwise available to the Corporation or the Agent under this Article FIFTEENTH, (a) no waiver will be effective unless expressly contained in a writing signed by the waiving party, and (b) no alteration, modification or impairment will be implied by reason of any previous waiver, extension of time, delay or omission in exercise, or other indulgence.

Section 16. Limitation of Liability. To the maximum extent permitted by Delaware law, no director of the Corporation shall be liable for any breach of any duty under this Article FIFTEENTH, it being understood that no director shall be responsible to the Corporation, any stockholder or any other Person for any action taken or omitted to be taken under this Article FIFTEENTH. In particular, without creating any liability to any Person, the Board may distinguish between stockholders in connection with any Request under this Article FIFTEENTH.

SIXTEENTH. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine.

3. This Amended and Restated Certificate of Incorporation has been duly adopted by both the Corporation’s board of directors and its stockholders in accordance with the provisions of Sections 242 and 245 of the DGCL.

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4. This Amended and Restated Certificate of Incorporation shall be effective upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, I have signed this Amended and Restated Certificate of Incorporation this eleventh day of April, 2013.

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ANNEX C

Form of Amended and Restated By-Laws

[see Exhibit 3.1]

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ANNEX D

Form of Common Interest Agreement

FORM OF COMMON INTEREST AGREEMENT

This COMMON INTEREST AGREEMENT (“Agreement”) is hereby entered into by and between ING Groep N.V. (“ING Group”) and ING U.S., Inc. (“ING U.S.”) (collectively, the “Parties”, and each individually, a “Party”). This Agreement is entered into subsequent to the [DATE] initial public offering of ING U.S. common stock (the “Common Stock”), after which ING Group has continued to own shares of Common Stock (the “Transaction”), pursuant to the Shareholder Agreement dated [            ], 2013 (the “Shareholder Agreement”), between the Parties, and concerns the common interest of the Parties with respect to             (the “[Designation for Specific Legal Matter]”).

WHEREAS, each of the Parties has determined that it may be in its best interest to exchange with the other Party certain limited information, documents, opinions, analyses, and other materials protected from disclosure by the attorney-client privilege and/or the attorney work product immunity doctrine, for the sole purpose of exploring issues common to both Parties, particularly in light of each Party’s respective interests as a result of the Transaction and rights and obligations under the Shareholder Agreement, and assessing potential litigation and other risks in connection with the [Designation for Specific Legal Matter];

NOW, THEREFORE, it is hereby agreed by and between the undersigned, as follows:

1. The Parties are entering into this Agreement to confirm their mutual intention that all privileged and/or protected information that the Parties have exchanged in the past or will exchange in the future concerning the [Designation for Specific Legal Matter] shall retain its privileged and/or protected status, and that no privileges or immunities from disclosure are intended to be or shall be waived by virtue of any sharing pursuant to the terms of this Agreement.

2. The Parties agree that they share a common legal interest related to their defense of the [Designation for Specific Legal Matter], which has been and will continue to be furthered by the disclosure of communications between the Parties and their counsel protected by the attorney-client privilege or the attorney work product immunity doctrine. Accordingly, the Parties agree that the Parties and their counsel may continue to exchange material related to [Designation for Specific Legal Matter] without waiver of any privileges, immunities or protections that attach to such material.

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3. In order to effectively pursue and protect their common legal interests, the Parties have concluded that their interests are best served by sharing documents, factual material, mental impressions, memoranda, strategies, legal theories, interview reports, and other information, communications, and confidences related to the [Designation for Specific Legal Matter] (hereinafter “Common Interest Materials”). In the absence of such sharing, these Common Interest Materials would be privileged from disclosure to adverse or other parties as a result of the attorney-client privilege, the attorney work-product immunity doctrine, or other applicable privileges or protections.

4. It is the intention and understanding of the Parties and their respective counsel that all Common Interest Materials, including (a) any memoranda of or communications made in, and the content and results of, all joint conferences of counsel or in discussions between representatives of a Party and counsel the other Party, (b) any and all correspondence or exchanges of documents and other information concerning the [Designation for Specific Legal Matter], and (c) all other Common Interest Materials of whatever nature, are intended to be confidential and protected from disclosure to any third party by the attorney-client privilege, the attorney work-product doctrine and other applicable doctrines, privileges or protections, to the same extent and degree as if such communications, correspondence and exchanges of documents and other information had been solely between or among each of the Parties and its own respective counsel.

5. The Parties and their counsel will not disclose Common Interest Materials, or the contents thereof, to anyone except their respective in-house or outside counsel, paralegals, or other staff of such outside counsel, experts, and consultants retained for the [Designation for Specific Legal Matter], and their own employees on “need to know” basis, without first obtaining the consent of the other Party. All persons to whom Common Interest Materials are provided shall be under an obligation to maintain their confidentiality and to use them only as permitted by this Agreement. Each party agrees that any inadvertent or purposeful disclosure by any Party of Common Interest Materials shall not constitute or be deemed a waiver by the producing Party of any applicable privilege or other legal protection.

6. Nothing in this Agreement shall limit the right of any signatory to disclose any documents or information independently obtained from a third party having no obligations of confidence to any Party herein. Nothing herein shall affect or in any manner limit the rights or discretion of a Party or its counsel to dispose of, disclose to others, or otherwise use Common Interest Materials originating with that Party (i.e., Common Interest Materials not provided to that Party by another Party). Nothing in this Agreement shall limit the right of a Party to add or change its counsel.

7. Except as otherwise provided in this Agreement, any shared Common Interest Materials, and the information contained therein, shall be used by the Parties and their counsel solely in connection with the [Designation for Specific Legal Matter]. In the event a Party or its counsel receives a subpoena or other legal process calling for the production of any Common Interest Materials received pursuant to this Agreement, the person receiving the request shall provide prompt notice and afford the person who provided the Common Interest Materials an opportunity to object. Absent the consent of the other Party, the Party receiving the subpoena or other legal process shall not produce such Common Interest Materials prior to the time production is legally required.

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8. Nothing in this Agreement shall be construed to (a) affect the separate and independent representation of each Party by its respective counsel according to what its counsel believes to be in the Party’s best interests, or (b) create an attorney-client relationship between any counsel and anyone other than the client of that counsel. The fact that the Parties have entered into this Agreement shall not in any way preclude counsel for any Party from representing any interest that may be construed to be adverse to the other Party to this Agreement. Nor shall counsel for either Party be disqualified from representing any Party it currently represents or examining or cross-examining any Party or agent of a Party who testifies in any proceeding because of such counsel’s receipt of information pursuant to this Agreement.

9. This Agreement shall continue in effect notwithstanding completion of the [Designation for Specific Legal Matter]. Each of the Parties agrees that it will continue to be bound by this Agreement following any such completion.

10. Any waiver in a particular instance of the rights and limitations contained herein shall not be deemed, and is not intended to be, a general waiver of any rights or limitations contained herein, and shall not operate as a waiver beyond the particular instance.

11. In the event that any third party, including a government securities enforcement authority, requests, requires or demands, by subpoena or otherwise, Common Interest Materials from a Party, the Party receiving such request or demand will, if and to the extent not prohibited by applicable laws or regulations, (i) promptly notify the other Party and (ii) thereafter take all steps reasonably requested by the other Party to defend against the disclosure of Common Interest Materials and to permit the assertion of all applicable rights and privileges with respect to Common Interest Materials.

12. In view of the nature of the obligations undertaken in this Agreement, it is agreed and understood that money damages or other relief at law would not adequately remedy any violation or threatened violation of its terms. Specific performance, injunctive relief, and other appropriate relief shall be available against a Party or any other person found to have violated or to be about to violate any of the terms of this Agreement.

13. This Agreement constitutes the sole and complete agreement between and among the Parties relating to Common Interest Materials.

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14. Any modifications to this Agreement must be in writing and signed by all Parties.

15. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile or pdf shall be equally effective as delivery of the original, and shall not affect the validity, enforceability or binding effect of this Agreement.

16. This Agreement is governed by and shall be construed in accordance with the laws of the State of New York (without regard to its choice of law principles). In addition, each Party hereby irrevocably submits to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, the State of New York, in respect of any claim or dispute arising out of or relating to this Agreement. Each Party hereby irrevocably waives any objection which it may now or hereafter have to the federal and the state courts located in the Borough of Manhattan, the State of New York, being nominated as the forum to hear and determine any proceedings and to settle any disputes and agrees not to claim that any such court is not a convenient or appropriate forum.

17. The invalidity of any one provision or part of this Agreement shall not render the entire Agreement invalid.

[Signature Page Follows]

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Effective as of                     ,             .

ING GROEP N.V.

By:

By:

ING U.S., INC.

By:

By:

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ANNEX E

Form of Related Party Transaction Policy

ING U.S., INC.

RELATED PARTY TRANSACTION APPROVAL POLICY

General

It is the policy of ING U.S., INC. (the “Company”) that all Related Party Transactions (as defined below) will be subject to approval or ratification in accordance with the procedures set forth in this Related Party Transaction Approval Policy (this “Policy”).

Definitions

“Independent Committee” means a committee of the Board of Directors of the Company comprised of at least three Independent Directors. If at the applicable time the Board of Directors of the Company has designated an Independent Director as its “Lead Director,” he or she shall be a member and the Chairperson of the Independent Committee.

“Independent Directors” means directors who have been determined by the Board of Directors of the Company to be independent directors for purposes of the New York Stock Exchange corporate governance standards.

“ING Group” means ING Groep N.V. and its subsidiaries, except for the Company and the Company’s subsidiaries.

“Item 404” means Item 404 of Regulation S-K promulgated by the SEC.

“Other Agreements” means the Equity Administration Agreement, Registration Rights Agreement and Transitional Intellectual Property License Agreement, each dated as of [—], 2013, between the Company and ING Groep N.V.

“Related Party Transaction” means (i) a transaction in which the Company or one or more of its subsidiaries is a participant and which involves an amount exceeding $120,000, in which any director, officer, greater than 5% stockholder of the Company or any other “related person” (as defined in Item 404), has or will have a direct or indirect material interest, (ii) any material amendment, modification, extension or termination of the Shareholder Agreement or any Other Agreement and (iii) any other transaction for which disclosure will be required pursuant to Item 404.

“SEC” means the Securities and Exchange Commission.

“Shareholder Agreement” means the Shareholder Agreement, dated as of [—], 2013, between the Company and ING Groep N.V.

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Procedures

An Independent Committee will review and approve or take such other action as it may deem appropriate with respect to (a) Related Party Transactions, (b) any material amendment, modification, extension or termination of a Related Party Transaction (c) any amendment, modification, extension or termination of a transaction that thereby will become a Related Party Transaction and (d) the handling and resolution of any disputes arising in connection with Related Party Transactions.

In determining whether to approve any Related Party Transaction, the Independent Committee will consider, among others, the following factors:

• the terms of the Related Party Transaction;

• the related person’s interest in the Related Party Transaction;

• the purpose and timing of the Related Party Transaction;

• the nature of the involvement of the Company and its subsidiaries in the Related Party Transaction and whether the Company or its subsidiaries (as applicable) have demonstrable business reasons to enter into the Related Party Transaction;

• whether the Related Party Transaction would impair the independence of a director;

• whether the proposed Related Party Transaction involves any potential reputational or other risk issues; and

• any other information the Independent Committee deems relevant.

In the event that the Company becomes aware of a Related Party Transaction that was not approved under this Policy, such Related Party Transaction will be reviewed in accordance with this Policy as promptly as reasonably practicable. An Independent Committee will consider all of the relevant facts and circumstances, evaluate all options available to the Company, including ratification, amendment or termination of such Related Party Transaction and take such course of action as the Independent Committee deems appropriate under the circumstances.

An Independent Committee may, where it deems it to be appropriate, establish guidelines for certain types of Related Party Transactions or designate certain types of Related Party Transactions that will be deemed pre-approved. In addition, to the extent any of the following is or would be a Related Party Transaction, it will be deemed pre-approved:

• If previously approved by the Compensation and Benefits Committee or the Nominating and Governance Committee of the Board of Directors, as applicable, any transaction or decision that involves providing compensation or benefits to a director or executive officer of the Company or any of its subsidiaries in connection with such director’s or executive officer’s duties

E-2

with the Company or its subsidiaries, as applicable, or the hiring, promotion or retention of any such director or executive officer;

• Indemnification and advancement of expenses made pursuant to the Company’s Amendment and Restated Certificate of Incorporation or By-Laws or pursuant to any indemnification agreement; or

• Any transaction where the related person’s interest or benefit arises solely from the ownership of the Company’s securities and all holders of the Company’s securities receive the same benefit on a pro rata basis (e.g., dividends).

In addition, the approval requirement under this Policy will not apply to the implementation and administration of intercompany arrangements, including the Shareholder Agreement and Other Agreements.

Unless requested by the Chairperson of an Independent Committee, any director on such Independent Committee who has an interest in a Related Party Transaction being considered by the Independent Committee will not participate in the discussion and consideration of such Related Party Transaction. The Company’s directors who are also senior executives or directors of ING Group, may participate in the negotiation, execution, amendment, modification, extension or termination of intercompany arrangements subject to this Policy (including the Shareholder Agreement and Other Agreements), as well as in any resolution of disputes under intercompany arrangements, on behalf of either or both of the Company and ING Group, in each case under the direction of an Independent Committee or a comparable committee of the Board of Directors or similar governing body of ING Group.

No approval or ratification of a Related Party Transaction pursuant to this Policy will be deemed to supersede the requirements of the Company’s Code of Conduct and, to the extent applicable, each Related Party Transaction subject to this Policy shall also comply with the Company’s Code of Conduct.

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EX-10.2

Exhibit 10.2

TRANSITIONAL INTELLECTUAL PROPERTY LICENSE AGREEMENT

This TRANSITIONAL INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”), dated as of May 7, 2013 (the “Effective Date”), is made and entered into by and among ING Groep N.V., a naamloze vennootschap formed under the laws of The Netherlands (“Group”), and ING U.S., Inc. (“ING U.S.”), a corporation incorporated under the laws of Delaware.

RECITALS

WHEREAS, ING U.S. and its Subsidiaries use and desire to continue to use certain intellectual property rights of Group in connection with their respective businesses;

WHEREAS, Group desires to grant a license under certain intellectual property rights under the terms and conditions as set forth in this Agreement to ING U.S. and its Subsidiaries for use by each of them in connection with their respective businesses.

NOW THEREFORE, in consideration of the premises and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Parties hereby agrees as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. As used herein, including for purposes of the Preamble and the Recitals hereof, the following terms have the respective meanings set forth below:

“AAA” has the meaning set forth in Section 6.2(b)(i).

“Affiliates” means, with respect to a person, those other persons that, directly or indirectly, control, are controlled by or are under common control with such person; for purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” or “under common control with”), as applied to any person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through ownership of voting securities or partnership or other ownership interests, by contract or otherwise. For purposes of this Agreement, ING U.S. and its Subsidiaries will not be deemed to be Affiliates or Subsidiaries of Group, and Group and its Affiliates (other than ING U.S. and its Subsidiaries) will not be deemed to be Affiliates or Subsidiaries of ING U.S.

“Agreement” has the meaning set forth in the Preamble to this Agreement.

“Applicable Law” means any domestic or foreign statute, law (including the common law), ordinance, rule, regulation, published regulatory policy or guideline, order, judgment, injunction, decree, award or writ of any court, tribunal or other regulatory authority, arbitrator, governmental authority, or other person having jurisdiction, or any consent, exemption, approval

[Signature Page to Transitional Intellectual Property License Agreement]

or license of any governmental authority that applies in whole or in part to a Party and, with respect to ING U.S., includes the United States Securities Exchange Act of 1934, as amended, the United States Securities Act of 1933, as amended, the Delaware General Corporation Law, the rules of the United States Securities and Exchange Commission, insurance company laws and all related regulations, guidelines and instructions and the rules of the New York Stock Exchange and any other exchange or quotation system on which the securities of ING U.S. or Group are listed or traded from time to time.

“Business Day” means any day except a (i) Saturday, (ii) Sunday, (iii) any day on which the principal office of Group is not open for business, and (iv) any other day on which commercial banks in New York or in The Netherlands are authorized or obligated by law or executive order to close.

“Closing” means the closing of the initial public offering of ING U.S.

“Closing Date” means the date of the Closing.

“Co-Existence Agreements” means the following agreements: (i) the Co-Existence Agreement, dated February 17, 2012, among Group, HoldCo, ING Direct Bancorp, a corporation incorporated under the laws of Delaware, US Bank and Capital One Financial Corporation, a corporation incorporated under the laws of Delaware, as it may be amended from time to time (“Delta Co-Existence Agreement”), (ii) the Agreement, dated November 1, 2004, among Group, on behalf of its current and future divisions, parents, subsidiaries, licensees, affiliates and related companies located throughout the world including the ING funds (listed on Exhibit 11 of the Dreyfus Agreement) on the one hand, and the Dreyfus Corporation, Dreyfus Service Corporation and The Dreyfus Fund Incorporated, on behalf of their current and future divisions, parents, subsidiaries, licensees, affiliates, and related companies on the other hand, and (iii) the Trademark Coexistence Agreement, dated December 29, 2011, by and between ING North America Insurance Corporation, ING Latin American Holdings, B.V., the entities listed on Schedule 1 to the Star Co-Existence Agreement and Grupo de Inversiones Suramericana S.A. (the “Star Co-Existence Agreement”).

“Effective Date” has the meaning set forth in the Preamble to this Agreement.

“Entering Party” has the meaning set forth in Section 2.4(a).

“Existing Party” has the meaning set forth in Section 2.4(a).

“External-Facing”, with respect to any materials, means those materials that are distributed to a person other than ING U.S. or its Subsidiaries.

“Governmental Authority” means any domestic, foreign or supranational court, tribunal, arbitral or administrative agency or commission or other governmental authority or instrumentality, or any industry self-regulatory authority.

“Group” has the meaning set forth in the Preamble to this Agreement.

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“Group Trademarks” means: (i) the name “ING”, the “ING Lion”, and the ING Lion logo, or (ii) any mark, domain name, word, name or logo related to or employing the word “ING”, the “ING Lion”, or the ING Lion logo or any derivation, variation, translation or adaptation thereof, or (iii) any mark confusingly similar thereto or embodying any of the foregoing, whether alone or in combination with any other mark, and whether registered or unregistered. Group Trademarks include, among other Trademarks, the ING Marks, Lion Marks, and ING PTO Trademarks.

“ING Abandoned Trademarks” means the trademarks set forth on Schedule 2.

“ING Branding Guidelines” means the ING Corporate Branding Guidelines, version 2007, attached hereto as Exhibit A.

“ING Fund” means any undertaking for collective investments of any form (whether open or closed ended), trust, investment trust, investment management company, mutual fund or partnership that is sponsored or branded by ING U.S. or its Subsidiaries or sponsored or branded by such trust, investment trust, investment management company, mutual fund or partnership.

“ING Marks” means the trademarks with the registration numbers 2407797 and 1804417.

“ING U.S.” has the meaning set forth in the Preamble to this Agreement.

“ING U.S. Domain Names” means the domain names containing the name “ING” and relating to the businesses or activities of ING U.S. and its Subsidiaries. A non-exhaustive list is set forth on Schedule 3.

“ING PTO Trademarks” means the Trademarks that are registered in the United States with the United States Patent and Trademark Office that contain “ING” and are owned by Group. A non-exhaustive list is set forth on Schedule 1.

“IPO Registration Statement” means the Registration Statement on Form S-1, as amended, relating to the initial public offering of the common stock of ING U.S.

“Joinder Agreement” means a Joinder Agreement in the form attached as Exhibit B.

“Lion Marks” means the depiction of the “ING Lion” and the ING corporate logo containing the lion as described in the ING Branding Guidelines.

“Losses” means all losses, claims, damages, liabilities, obligations (including settlements, judgments, fines and penalties), costs and expenses (including reasonable attorneys’ fees, court costs and other litigation expenses) but excluding any loss of goodwill, loss of business, loss of revenue, loss of profits, diminution in value, lost opportunity costs, and any other indirect, incidental, special, expectation, consequential, exemplary or punitive damages (other than such damages actually paid to third parties in connection with any action or other claim or demand brought by an unaffiliated third party).

“Materials” has the meaning set forth in Section 2.3(a)(iii).

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“Newco Marks” means the registered and unregistered Trademarks that ING U.S. and its Subsidiaries use in the United States to replace the ING PTO Trademarks (other than the ING Marks) and use in the ordinary course of their businesses and activities in the United States.

“Notice” has the meaning set forth in Section 8.1.

“Party” means ING U.S. and Group, individually; and “Parties” means ING U.S. and Group, collectively.

“Rebranded Trademarks” has the meaning set forth in Section 2.10(a).

“Redirect Period” has the meaning set forth in Section 2.6(a).

“Redirected Domain Names” means the domain names set forth on Schedule 4.

“Registration Rights Agreement” means the registration rights agreement dated the date hereof between ING U.S. and Group

“Rules” has the meaning set forth in Section 6.2(b)(i).

“Shareholder Agreement” means the shareholder agreement to be entered into between ING U.S. and Group.

“Subsidiary” of a Party shall mean any corporation, partnership, joint venture, limited liability company, association or other entity of which such Party has the ownership, directly or indirectly, of more than fifty percent (50%) of the voting securities or similar ownership interests, including any securities or similar ownership interests which are voting only upon the occurrence of a contingency where such contingency has occurred and is continuing. For purposes of this Agreement, any ING Fund shall be deemed to be a Subsidiary of ING U.S.

“Territory” means, with respect to each business of ING U.S. and its Subsidiaries, the countries in which such business provides products or services prior to the Closing Date (“covered countries”); provided, however, that the Territory may be expanded on a country-by-country basis for each business with the prior written consent of Group, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further, that with respect to communications with customers and retirement plan participants relating to business activities conducted in one of the covered countries (including, without limitation, communications with individual participants in U.S. retirement plans serviced by the ING U.S. Retirement business), such communications shall be permitted with such customer or participant as if the communication were made within the Territory even if such customer or participant is located outside of the Territory. For the avoidance of doubt, for purposes of this definition, the countries in which the ING U.S. Investment Management business provides products or services prior to the Closing Date will be deemed to include countries where funds or other investment vehicles advised or sub-advised by such business are marketed prior to the Closing Date.

“Third Party Acquirer” has the meaning set forth in Section 2.5(b).

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“Trademarks” means trademarks, service marks, trade names, trade dress, logos, corporate names and other source or business identifiers and any registrations, applications, renewals and extensions of any of the foregoing and all goodwill associated with or symbolized by any of the foregoing.

“Transition Period” means the period starting as of the Effective Date and ending thirty (30) months after the Closing Date.

“United States” means the United States of America, including its territories and possessions.

“Visual Identity” means the visible elements of a brand of a Party and its Affiliates, including its or their respective name, logo, primary and secondary colors, form, and other visual elements that symbolize source, identity and image.

“Your Number Campaign Marks” means the “Your Number” Trademarks and the advertising campaign and promotional activities and materials (including on Internet websites) relating to the “Your Number Campaign”, in each case, as listed or otherwise described on Schedule 5.

ARTICLE II

LICENSES AND OTHER RIGHTS OF ING U.S.

Section 2.1 Acknowledgements as to Your Number Campaign Marks. As between the Parties, each Party and its respective Subsidiaries shall retain all of its and their respective common law and other rights that it or they may have as of the Effective Date in or to the Your Number Campaign Marks. Group and its Affiliates will not (a) use the Your Number Campaign Marks in the United States or Canada, or (b) limit or prevent ING U.S. and its Subsidiaries from continuing to use the Your Number Campaign Marks in the United States or Canada. For clarity, neither Party shall have any right or obligation under this Agreement with respect to the Your Number Campaign Marks outside of the United States and Canada. Both Parties acknowledge and agree that any use of any Your Number Campaign Mark is on an “as is” basis and neither Party makes any representation or warranty, express or implied, as to the right of the other Party to use or otherwise enjoy the benefits of any Your Number Campaign Mark in any manner including any freedom from claims of any third parties with respect to such use. Notwithstanding the foregoing, this Section 2.1 remains subject to Section 2.4.

Section 2.2 Delta Joinder Agreement. Simultaneously with execution of this Agreement, the Parties shall execute the Joinder Agreement.

Section 2.3 Group Trademarks.

(a) Grant of Licenses. Subject to the terms and conditions of this Agreement, Group hereby grants to ING U.S. and its Subsidiaries a limited, non-exclusive, fully paid-up, royalty-free, non-transferable, non-sublicensable (except as described in Section 2.5) license solely in the Territory and during the Transition Period:

(i) to use the Group Trademarks in their corporate and trade names, businesses and activities, including any advertising or promotional materials;

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(ii) to use the Group Trademarks in connection with the initial public offering of ING U.S. or its results or effects, including any advertising or promotional materials, provided that ING U.S. shares the key taglines and elements of these materials (including but not limited to “Inspired by ING”) with Group;

(iii) to use the Group Trademarks in labeling, stationery, business cards, business forms, supplies, advertising and promotional materials and packaging (the “Materials”);

(iv) to continue using the Group Trademarks in substantially the same or similar manner that ING U.S. and its Subsidiaries used the Group Trademarks prior to Closing, without any alteration or modification thereof except as expressly provided herein;

(v) to use the Group Trademarks in the Territory in the fields of insurance, retirement or investment management (and excluding, for clarity, the field of banking, except with respect to the activities of ING National Trust and ING Investment Trust Co. as conducted prior to Closing), and in any ancillary and related activities as conducted by ING U.S. and its Subsidiaries prior to the Closing; and

(vi) to sublicense the rights under Section 2.3(a) (other than use in corporate or trade names) in and to the Group Trademarks to third parties as described in Section 2.5.

(b) Certain Obligations of ING U.S. and its Subsidiaries. Notwithstanding anything to the contrary in this Section 2.3, ING U.S. and its Subsidiaries agree to:

(i) use the Group Trademarks only in accordance with the ING Branding Guidelines;

(ii) use the Group Trademarks in substantially the same or similar manner that ING U.S and its Subsidiaries used the Group Trademarks prior to Closing;

(iii) use the Materials in a manner that is consistent with their use by ING U.S. and its Affiliates before Closing except as expressly provided herein;

(iv) ensure that the Group Trademarks as they are displayed on the Materials are not altered in any way, except as expressly provided herein;

(v) ensure that they will not take any action that could reasonably be expected to impair the value of or goodwill associated with the Group Trademarks;

(vi) use commercially reasonable efforts to transition to the new brand with prioritization of External-Facing promotion and communication materials, and to cease use of the Group Trademarks as soon as commercially reasonably practicable;

(vii) cease all use of the Group Trademarks upon expiration of such Transition Period;

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(viii) destroy any physical Materials remaining in ING U.S.’s possession promptly following expiration of the Transition Period, and an authorized officer of the ING U.S. shall certify to Group in writing that to the knowledge of the certifying officer, after reasonable inquiry, such destruction has taken place; and

(ix) make clear to all other applicable parties that ING U.S. or its Subsidiaries, rather than Group or any of its other Subsidiaries, is the party entering into or conducting the contractual relationship.

(c) Certain Obligations of Group and its Subsidiaries. Notwithstanding anything to the contrary in this Section 2.3, Group and its Subsidiaries agree to cooperate with ING U.S. and its Subsidiaries, at their expense, to take reasonable steps to seek to eliminate or minimize any actual consumer confusion arising from Group activity in the fields of insurance, retirement or investment management in the United States during the Transition Period.

(d) Inspection. Provided that ING U.S. and its Subsidiaries are using the Group Trademarks, during the Transition Period, Group shall have the right during normal business hours, upon reasonable notice to ING U.S. and its applicable Subsidiaries and in a manner not unreasonably disruptive to ING U.S. and its Subsidiaries’ properties or business operations, to inspect for compliance with Section 2.3 through Section 2.8 and any and all uses of the Group Trademarks by ING U.S. and its Subsidiaries, including inspection of any and all materials on which the Group Trademarks are displayed in the possession or control of ING U.S. and its Subsidiaries. Any noncompliance with Section 2.3 through Section 2.8 shall be corrected by ING U.S. and/or its respective Subsidiary as soon as reasonably practical, but no later than thirty (30) Business Days of receipt by ING U.S. of written notice from Group.

(e) Disclaimer. As soon as reasonably practical, but no later than thirty (30) days following the Effective Date, ING U.S. and its Subsidiaries shall post on the landing page and any other page that consistently receives deep link or landing traffic on which the Group Trademarks are displayed, the following statement: “ING U.S, Inc. is a publicly traded corporation, and it and its subsidiaries are currently using trademarks including the “ING” name, ING Lion and associated trademarks of ING Groep N.V. under license.”

(f) Change of Name.

(i) Timely during the Transition Period, ING U.S. and its Subsidiaries shall file before the relevant Governmental Authority the necessary documents so as to amend or terminate any registration or certificate of assumed name, fictitious name or d/b/a filings containing the name “ING” so as to cause such assumed name, fictitious name or d/b/a filings to be changed to eliminate the name “ING” therefrom.

(ii) ING U.S. and its Subsidiaries agree that after the Closing Date neither ING U.S. nor any of its Subsidiaries will expressly, or willingly by implication, do business as or represent themselves as Group or any of the Group’s other Affiliates, and the personnel of ING U.S. or its Subsidiaries shall not, and shall have no authority to, as of the Closing Date, hold themselves out as officers, employees or agents of Group.

(iii) ING U.S. shall not and shall cause its Subsidiaries not to purport to, or represent that it may, bind or do business as Group or any of its Affiliates.

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Section 2.4 Visual Identity; No Reasonable Likelihood of Confusion.

(a) If either Party or any of its Subsidiaries either conducts new activities or enters into a market or jurisdiction (the “Entering Party”) where the other Party or any of its Subsidiaries is already commercially active (the “Existing Party”), the Entering Party agrees (i) to evaluate the likelihood of customer confusion or brand dilution posed by such proposed Trademarks, Visual Identity in such market or jurisdiction and (ii) to take all necessary steps to distinguish itself and its branding from the Existing Party and to ensure that it is not confusingly similar with branding of the Existing Party in the view of the Existing Party’s customers.

(b) Each Party acknowledges and agrees that the existing activities of the businesses of ING U.S. and Group or its Subsidiaries do not create any consumer confusion and each Party can continue to operate their respective businesses as such businesses were operated prior to Closing, provided that, each Party implements appropriate source or business identifiers and/or disclaimers on its products, advertisements or other materials to make clear to a third party which Party is providing a particular product or service.

(c) The Parties acknowledge and agree that ING U.S.’s Visual Identity as shared in writing with Mariken Tannemaat (Group), Chris Kersbergen (ING Verzekeringen) and Ann Glover (ING U.S.) on or about November 1, 2012 and Nanne Bos on February 14, 2013 is not confusingly similar to Group’s Visual Identity.

(d) Notwithstanding the above, nothing in this Section 2.4 shall limit the right of Group or its Subsidiaries (other than ING U.S. and its Subsidiaries) to use the color orange, the name “ING”, the “ING Lion” logo, or other elements of its worldwide corporate Visual Identity in any jurisdiction, at any time.

Section 2.5 Exceptions.

(a) During the Transition Period, ING U.S. may continue to sublicense the Group Trademarks to its agents (including registered representatives, third party administrators, reinsurers and outsourcing firms), in the ordinary course of business or for the sponsorship of events in the Territory (e.g., the New York City Marathon), solely for the benefit of ING U.S. to conduct its business, consistent with past practice.

(b) Notwithstanding anything to the contrary in this Agreement, ING U.S. may not sublicense the Group Trademarks in connection with the sale or transfer (including by means of merger) of an ING U.S. Subsidiary or sale or transfer of the assets of ING U.S. or a Subsidiary, including a unit, division or business, in whole or in part, that uses such licenses in its respective business (each an “ING U.S. Sale”). Group acknowledges and agrees that if ING U.S. or one of its Subsidiaries requests that Group license the Group Trademarks to a third party in connection with an ING U.S. Sale (“Third Party Acquirer”), Group shall enter into a license agreement with Third Party Acquirer so long as such Third Party Acquirer agrees to enter into a transitional trademark license agreement directly with Group that includes all of the material terms and conditions in Group’s “standard form” transitional trademark licenses, provided,

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however, that Group shall not be obligated to enter into any such license agreement if Group reasonably expects that the license will have a material adverse effect on the ING brand or reputation.

(c) For each sublicense granted by ING U.S., ING U.S. shall: (i) provide reasonable provisions for the use, protection and maintenance of the Group Trademarks in a manner that is consistent with this Agreement, (ii) prohibit any further sublicenses of the Group Trademarks, and ING U.S. shall use commercially reasonable efforts to enforce such agreements, (iii) ensure that such sublicensee only uses the Group Trademarks for the benefit of ING U.S. to conduct its business in a manner consistent with this Agreement, and (iv) remain liable to Group for the acts or omissions of any sublicensee that would, if such sublicensee was a Party hereto, constitute a breach of this Agreement.

(d) One or more licenses or sublicenses granted pursuant to Section 2.3 or this Section 2.5 may be terminated by Group, upon written notice to ING U.S., for material violation of the restrictions set forth in Section 2.3, Section 2.4 or this Section 2.5, which is not cured within thirty (30) Business Days of receipt by ING U.S. of written notice from Group.

Section 2.6 Domain Names.

(a) Subject to the obligations of Section 2.3, during the Transition Period, ING U.S. and its Subsidiaries shall have continued and exclusive right to use the ING U.S. Domain Names, and shall be granted all of the administrative rights and other rights necessary for ING U.S. and its Subsidiaries to manage and direct the use of, and content on the websites associated with, the ING U.S. Domain Names. For a period of twelve (12) months after the end of the Transition Period (the “Redirect Period”), Group or one of its Subsidiaries shall cause the Redirected Domain Names to be redirected to a URL designated by ING U.S. Upon the expiration of the Redirect Period, Group shall, for a period of twelve (12) months thereafter, cause the Redirected Domain Names to be directed to a webpage in a form reasonably acceptable to ING U.S. and Group that will be developed and maintained by Group and that will allow Internet end users arriving at the webpage to click a link to be transferred to a URL designated by ING U.S. for the operation of its business, or to click another link to be transferred to a URL designated by Group for the operation of the businesses of Group and its Affiliates.

(b) ING U.S. and its Subsidiaries will transfer the ING U.S. Domain Name registrations to Group or its Subsidiaries promptly after the end of the Transition Period. Group or its Subsidiaries shall maintain the registrations of the ING U.S. Domain Names for a period of twelve (12) months after the end of the Redirect Period in accordance with the terms of the applicable Internet domain name registrar.

Section 2.7 Social Media. The Parties will work in good faith and cooperate with each other and the social media vendors to replace the social media fan sites using any Group Trademarks with Newco Marks while using commercially reasonable efforts to seek to retain, to the extent reasonably practicable without either Party comprising its respective brand or Visual Identity, the applicable fans and historical content.

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Section 2.8 Limitations on ING U.S.’s Use of Lion. During the Transition Period, and only in the United States and Canada, ING U.S. shall not and shall ensure that its Subsidiaries shall not and its respective successors and assigns shall not adopt, use, display or attempt to register, any mark containing (a) a lion image, (b) a Lion Mark, or (c) the term “lion” or any terms associated with “lion”, lion sounds or a jungle-related theme in connection with its goods and services; provided, however, that the foregoing shall not limit or prevent uses of Group Trademarks, prior to or during the Transition Period, expressly granted in Section 2.3.

Section 2.9 Request to Extend Transition Period. ING U.S. may on one or more occasions request an extension of the period during which ING U.S. and its Subsidiaries are granted the license described in Section 2.3(a) herein, with respect to any jurisdiction included in the Territory, and, as long as ING U.S. and its Subsidiaries (a) have made commercially reasonable efforts to transition to a new brand, (b) have not materially breached their obligations under Section 2.3(b)(vi), and (c) have not materially breached any other provision of this Agreement, Group shall grant any such request that is reasonable in light of such efforts and considering the extent to which resources have been made available for such efforts by the board of directors of ING U.S. during any period when a majority of the board of directors of ING U.S. consists of individuals designated by Group in accordance with the Shareholder Agreement.

Section 2.10 Newco Marks and Rebranded Marks.

(a) ING U.S. and its Subsidiaries shall have the right to register new Trademarks in the United States that effectively rebrand the ING PTO Trademarks (other than the ING Marks) as Newco Marks (the “Rebranded Trademarks”), provided that, such Rebranded Trademarks do not contain “ING”, the “ING Lion”, or the ING Lion logo or any derivation, variation, translation or adaptation thereof or any words or elements that are confusingly similar thereto.

(b) Group shall cause the ING Abandoned Trademarks to be cancelled on a mark-by-mark basis, promptly after (i) such ING Abandoned Trademark is rebranded as a Newco Mark and (ii) ING U.S. requests in writing that Group cancel such ING Abandoned Trademark.

(c) Following the cancellation of an ING Abandoned Trademark, Group shall, and shall cause its Affiliates to, cease use of such ING Abandoned Trademark; provided, however, that Group reserves the right to use descriptive or generic elements of the ING Abandoned Trademarks that it would otherwise be entitled to use under applicable trademark law.

(d) Group shall not, and shall cause its Affiliates not to, contest, oppose, cancel, seek to invalidate or otherwise object to ING U.S.’s use or registration of any Rebranded Trademarks in the United States, provided that, such Newco Marks do not contain “ING”, the “ING Lion”, or the ING Lion logo or any derivation, variation, translation or adaptation thereof.

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ARTICLE III

OWNERSHIP OF THE TRADEMARKS

Section 3.1 ING U.S. And Its Affiliates Not To Jeopardize Registration. ING U.S. and its Affiliates undertake not to do or permit to be done any act which would or might jeopardize or invalidate any registration of the Group Trademarks, nor do any act which might assist or give rise to an application to remove the Group Trademarks from the register of Trademarks, or which might prejudice the right or title of Group to the Group Trademarks.

Section 3.2 No Ownership Of Group Trademarks By ING U.S. Or Its Affiliates. ING U.S. and its Affiliates will not make any representation or do any act which may be taken to indicate that it has any right, title or interest in or to the ownership or use of the Group Trademarks except under the terms of this Agreement, and acknowledges that nothing contained in this Agreement shall give ING U.S. and its Affiliates any right, title or interest in or to the Group Trademarks save as granted by this Agreement.

Section 3.3 Acknowledgement as to Group Trademarks; Cooperation. ING U.S. and its Subsidiaries agree that they will not dispute the validity of the Group Trademarks or the ownership rights of Group or its Subsidiaries thereto. Group and its Affiliates agree that they will not dispute the validity of the Rebranded Marks or the ownership rights of ING U.S. or its Subsidiaries thereto. Except as expressly permitted by this Agreement, ING U.S. and its Subsidiaries shall not register or apply for the registration of any Group Trademarks. ING U.S. and its Subsidiaries shall, at Group’s request and expense, cooperate with Group in opposing or otherwise contesting any use of the Group Trademarks by any third party other than ING U.S. or its Subsidiaries. Group and its Subsidiaries shall, at ING U.S.’s request and expense, reasonably cooperate with ING U.S. and its Subsidiaries to respond to any office action(s), to support the use and registration of the Newco Marks and to assist with any filings for the prosecution of the Newco Marks with the United States Patent and Trademark Office.

ARTICLE IV

INFRINGEMENT OF GROUP TRADEMARKS

Section 4.1 Notification of Infringement.

(a) Group shall, as soon as it becomes aware thereof, notify ING U.S. in writing (giving full particulars thereof) of any use or proposed use by any other unrelated person, firm or company of a trade name, trade mark, domain name or mode of promotion or advertising that amounts or might amount either to infringement of ING U.S.’s rights in relation to the Newco Marks to passing-off, any other misleading or deceptive conduct in trade or commerce in relation to the Newco Marks, or any other torts involving the Newco Marks.

(b) ING U.S. shall, as soon as it becomes aware thereof, notify Group in writing (giving full particulars thereof) of any use or proposed use by any other unrelated person,

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firm or company of a trade name, trade mark, domain name or mode of promotion or advertising that amounts or might amount either to infringement of Group’s rights in relation to the Group Trademarks to passing-off, any other misleading or deceptive conduct in trade or commerce in relation to the Group Trademarks, or any other torts involving the Group Trademarks.

Section 4.2 Notification of Allegations.

(a) If Group becomes aware that any other person, firm or company alleges that the Newco Marks are invalid or that use of the Group Trademarks in the United States infringes any rights of another party or that the Newco Marks are otherwise attacked or attackable, Group shall immediately notify ING U.S. in writing thereof and shall make no comment or admission to any third party in respect thereof.

(b) If ING U.S. becomes aware that any other person, firm or company alleges that the Group Trademarks are invalid or that use of the Group Trademarks infringes any rights of another party or that the Group Trademarks are otherwise attacked or attackable ING U.S. shall immediately notify the Group in writing thereof and shall make no comment or admission to any third party in respect thereof.

Section 4.3 Conduct of Proceedings by Group. Group shall have the conduct or control of all proceedings relating to the Group Trademarks and shall confer with ING U.S. and its Subsidiaries to decide what action if any to take in respect of any unrelated third party infringement or alleged infringement of the Group Trademarks or passing-off or any other claim or counterclaim brought or threatened in respect of the use or registration of the Group Trademarks. Any action will be at the expense of Group.

Section 4.4 Assistance in Proceedings. Each Party will, at the request of the other Party, give reasonable cooperation to such Party in any action, claim or proceedings brought or threatened against any third party in respect of the matters set forth in this Article IV.

ARTICLE V

WARRANTIES; INDEMNITIES; DISCLAIMERS

Section 5.1 Representations and Warranties. Each of the Parties represents and warrants to the others that it has the requisite power and authority to enter into and perform its obligations under this Agreement. Each of the Parties represents and warrants to the others that no consent, approval, authorization or other order of, or registration or filing with, any Governmental Authority, is required for such Party’s execution, delivery and performance of this Agreement or consummation of the transactions contemplated hereby, except as have been set forth in this Agreement or have been obtained or made by any Party and are in full force and effect under all Applicable Laws.

(a) THE REPRESENTATIONS AND WARRANTIES IN SECTION 5.1 ARE THE ONLY REPRESENTATIONS AND WARRANTIES GIVEN BY THE PARTIES IN CONNECTION WITH THIS AGREEMENT AND THE SUBJECT MATTER HEREOF, AND ALL INTELLECTUAL PROPERTY LICENSED, ASSIGNED OR OTHERWISE CONVEYED UNDER THIS AGREEMENT IS PROVIDED “AS IS” AND IS LICENSED,

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ASSIGNED OR OTHERWISE CONVEYED WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER IN THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, AND EACH PARTY HEREBY DISCLAIMS ALL EXPRESS AND IMPLIED REPRESENTATIONS AND WARRANTIES EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN.

(b) NO PARTY OR ANY OF ITS AFFILIATES OR SUBSIDIARIES MAKES ANY WARRANTY OR REPRESENTATION UNDER THIS AGREEMENT THAT ANY EXPLOITATION OF ANY PRODUCT OR SERVICE WILL BE FREE FROM INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY.

Section 5.2 Indemnification.

(a) ING U.S. agrees to defend, indemnify and keep indemnified and hold Group and any of its Affiliates and their respective directors, officers, employees, shareholders, agents, attorneys, representatives, successors and assigns, harmless from and against any and all Losses (without limitation or cap of any kind) suffered or incurred by Group or any of its Affiliates in connection with any action or claim by any third party made relating to or arising out of or in connection (i) any actual or alleged breach of any term or condition of the Joinder Agreement based on any act or omission of ING U.S. or its Affiliates after the Closing, (ii) any claim or liability incurred by Group or its Affiliates arising under the Co-Existence Agreements based on any act or omission of ING U.S. or its Affiliates after the Closing; (iii) any action or claim by any third party against Group or its Affiliates relating to or arising out of or in connection with any breach of this Agreement by ING U.S. and/or its Affiliates; or (iv) any action or claim by any third party against Group or its Affiliates on the basis that ING U.S. and/or its Affiliates have acted on behalf of Group or its Affiliates or have the authority to bind Group or its Affiliates.

(b) Group agrees to defend, indemnify and keep indemnified and hold ING U.S. and any of its Affiliates and their respective directors, officers, employees, shareholders, agents, attorneys, representatives, successors and assigns, harmless from and against any and all Losses (without limitation or cap of any kind) suffered or incurred by ING U.S. or any of its Affiliates in connection with (i) any claim by a counter-party to a Co-Existence Agreement against ING U.S. or its Subsidiaries arising from any act or omission of Group or its Affiliates after the Closing or (ii) any action or claim by any third party against ING U.S. or its Affiliates relating to or arising out of or in connection with any breach of this Agreement by Group and/or its Affiliates.

(c) Except for the obligations under Section 2.3, Section 2.4, Section 2.5, Section 2.8, Article III, Section 5.2(a) and (b) and Section 8.4, neither Party shall be liable to the other Party, whether based on an action or claim in contract, equity, negligence, tort or otherwise, for any damages that are indirect, incidental, special, expectation, consequential, exemplary or punitive damages, (including any loss of goodwill, loss of business, loss of revenue, loss of profits, diminution in value, or lost opportunity costs) arising out of or relating to a breach of this Agreement.

13

Section 5.3 Reservation of Rights. Except for those rights expressly licensed pursuant to this Agreement, no rights or licenses in or to any intellectual property right owned or licensed by either Party or any of its respective Affiliates or Subsidiaries are assigned, granted or otherwise conveyed to the other Party, and nothing contained herein shall be construed as conferring to the other Party or its Affiliates or Subsidiaries by implication, estoppel or otherwise any right, title or interest of any of such Parties or its Affiliates or Subsidiaries in or to any such intellectual property right.

Section 5.4 No Obligation To Provide Technology. Except as otherwise expressly set forth in this Agreement, no Party, or any of its Affiliates or Subsidiaries, is obligated by this Agreement to provide any other Party with any technical assistance or to furnish any other Party with, or obtain, any documents, materials, instructions, corrections, updates or other information or technology.

Section 5.5 Release of Information. ING U.S. must inform Group, in a timely and adequate manner, of any public information that it or its Subsidiaries wish to publish that may have a material adverse effect on the goodwill associated with the Group Trademarks or the reputation or public image of Group, so that Group may, should Group consider it necessary, issue a press release, whereby it is clear that the decision on materiality lies with Group. If possible, Group should be informed at least one week in advance of the disclosure of any development or information that may have a material adverse effect on the goodwill associated with the Group Trademarks or the reputation or public image of Group. In case of a development or any information that may require immediate disclosure, ING U.S. shall promptly inform Group, and where legally permissible, before any such disclosure is made.

ARTICLE VI

DISPUTE RESOLUTION

Section 6.1 Management Intervention. Upon one Party’s written request to the other regarding a potential material dispute under this Agreement, senior executives of both Parties or their designees shall promptly meet (telephonically or in person) to attempt to resolve such dispute.

Section 6.2 Arbitration.

(a) The Parties agree to act with the utmost good faith.

(b) Any dispute regarding this Agreement that was not able to be resolved under Section 6.1, promptly, but in any case within thirty (30) days after either Party’s initial request, shall be submitted to arbitration and arbitrated and finally resolved according to the following rules of arbitration:

(i) The arbitration shall be administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules then in effect (the “Rules”) except as modified herein.

14

(ii) The arbitration shall be held in New York, New York.

(iii) The arbitrators shall base their decision on the terms of this Agreement and apply the law, customs, and practices applicable to intellectual property law. The Party that initiates arbitration has the burden of proof of proving its case by a preponderance of the evidence.

(iv) There shall be three arbitrators each of whom shall be (i) a lawyer admitted to practice and in good standing with at least 10 years legal experience in intellectual property law; (ii) independent of the Parties and (iii) disinterested in the outcome of the dispute. Each party shall appoint one arbitrator within 30 Business Days of respondent’s receipt of claimant’s demand for arbitration. The two party-appointed arbitrators shall select a third arbitrator to serve as Chair of the tribunal within 30 Business Days of the selection of the second arbitrator. If any arbitrator has not been appointed within the time limits specified herein, such appointment shall be made by the AAA in accordance with the Rules upon the written request of either party within 15 Business Days of such request. The hearing shall be held no later than 120 Business Days following the appointment of the third arbitrator.

(v) The arbitral tribunal shall permit prehearing discovery that is relevant to the subject matter of the dispute taking into account the parties’ desire that the arbitration be conducted expeditiously and cost effectively. All discovery shall be completed within 60 days or within the period of time determined by the tribunal.

(vi) The tribunal shall have full authority to grant provisional remedies, to direct the parties to request that any court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of any party to respect the arbitral tribunal’s orders to that effect. For the purpose of any provisional relief contemplated hereunder, the parties hereby submit to the exclusive jurisdiction of the New York Courts. Each party unconditionally and irrevocably waives any objections which they may have now or in the future to the jurisdiction of the New York Courts including objections by reason of lack of personal jurisdiction, improper venue, or inconvenient forum.

(vii) The award shall be in writing, shall state the findings of fact and conclusions of law on which it is based, shall be final and binding and shall be the sole and exclusive remedy between the parties regarding any claims, counterclaims, issues, or accounting presented to the arbitral tribunal. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. § 1 et seq., and judgment upon any award may be entered in any court having jurisdiction.

(viii) The parties will bear equally all fees, costs, disbursements and other expenses of the arbitration, and each party shall be solely responsible for all fees, costs, disbursements

15

and other expenses incurred in the preparation and prosecution of their own case; provided that in the event that a party fails to comply with the orders or decision of the arbitral tribunal, then such noncomplying party shall be liable for all costs and expenses (including attorney fees) incurred by the other party in its effort to obtain either an order to compel, or an enforcement of an award, from a court of competent jurisdiction.

(ix) The arbitral tribunal shall have the authority, for good cause shown, to extend any of the time periods in this arbitration provision either on its own authority or upon the request of any of the parties. The arbitral tribunal shall be authorized in its discretion to grant pre-award and post-award interest at commercial rates. The arbitral tribunal shall have no authority to award punitive, exemplary or multiple damages or any other damages not measured by the prevailing parties’ actual damages. The arbitral tribunal shall have the authority to order specific performance or to issue any other type of temporary or permanent injunction.

(x) All notices by one party to the other in connection with the arbitration shall be in accordance with the provisions of Section 8.1 hereof, except that all notices for a demand for arbitration made pursuant to this Article VI must be made by personal delivery or receipted overnight courier. This agreement to arbitrate shall be binding upon the successors and permitted assigns of each party. This Agreement and the rights and obligations of the parties shall remain in full force and effect pending the award in any arbitration proceeding hereunder.

Section 6.3 Confidentiality. Except to the extent necessary to compel arbitration or in connection with arbitration of any dispute under this Agreement, or for enforcement of an arbitral award, information concerning (i) the existence of an arbitration pursuant to this Article VI, (ii) any documentary or other evidence given by a party or a witness in the arbitration or (iii) the arbitration award may not be disclosed by the tribunal administrator, the arbitrators, any party or its counsel to any person or entity not connected with the proceeding unless required by law or by a court or competent regulatory body, and then only to the extent of disclosing what is legally required. A party filing any document arising out of or relating to any arbitration in court shall seek from the court confidential treatment for such document.

Section 6.4 Conduct During Dispute Resolution. The Parties shall continue the performance of their respective obligations under this Agreement that are not the subject of dispute during the resolution of any dispute or disagreement, including during any period of arbitration, unless and until this Agreement is terminated or expires in accordance with its terms and conditions.

ARTICLE VII

TERM

Section 7.1 Term. This Agreement shall commence on the Effective Date and terminate automatically, along with all licenses and sublicenses granted hereunder, on the first day following the end of the Transition Period.

16

Section 7.2 Survival. Section 1.1, Section 2.1, Section 2.3(b)(vii), Section 2.3(b)(viii), Section 2.6, Section 2.10, Article III, Section 5.1, Section 5.2, Section 5.3, Article VI, Article VII and Article VIII shall survive the expiration or termination of this Agreement for any reason.

ARTICLE VIII

MISCELLANEOUS

Section 8.1 Notices. All notices or other communications hereunder to a Party shall be deemed to have been duly given and made if in writing and (a) if served by personal delivery, on the day of such delivery, (b) if delivered by registered or certified mail (return receipt requested), or by a national courier service, on the day of delivery, or (c) if sent by facsimile or email, upon transmission of such facsimile or email (provided that the facsimile or email is given during the normal business hours of the recipient; otherwise on the Business Day during which such normal business hours next occur), to the person at the address set forth below, or such other address as may be designated in writing hereafter, in the same manner, by such person (each such notice, a “Notice”):

If to ING U.S., to:

ING U.S., Inc.
230 Park Avenue New York, New York 10169 Attention: Executive Vice President and Chief Legal Officer
Telephone:	212-309-6581
Facsimile:	212-309-8364
Email:	bridget.healy@us.ing.com

With a copy to:

ING North America Insurance Corporation
230 Park Avenue New York, New York 10169
Attention:	Executive Vice President and Chief Legal Officer
Telephone:	212-309-6581
Facsimile:	212-309-8364
Email:	bridget.healy@us.ing.com

If to Group, to:

ING Groep N.V.
P.O. Box 1800
1000 BV Amsterdam
The Netherlands
(Visiting address: Bijlmerplein 888, Amsterdam)
The Netherlands
Attention:	General Counsel Corporate Legal
Telephone:	+31 (0) 20 576 40 65
Facsimile:	+31 (0) 20 576 09 50

17

With a copy to:

Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004
Attention:	Nader A. Mousavi Robert G. DeLaMater
Telephone:	(212) 558-4000
Facsimile:	(212) 558-3588
Email:	mousavin@sullcrom.com
	delamaterr@sullcrom.com

Section 8.2 Entire Understanding; Third-Party Beneficiaries. This Agreement (including the Schedules hereto) represents the entire understanding of the Parties hereto with respect to the subject matter hereof and thereof and supersede any and all other oral or written agreements heretofore made with respect to such subject matter. Other than as expressly set forth in this Agreement, nothing in this Agreement, express or implied, is intended to confer upon any person, other than the Parties and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement. Only the Parties that are signatories to this Agreement (and their permitted successors and assigns) shall have any obligation or liability under, in connection with, arising out of, resulting from or in any way related to this Agreement or any other matter contemplated hereby, or the process leading up to the execution and delivery of this Agreement and the transactions contemplated hereby, subject to the provisions of this Agreement.

Section 8.3 Subsidiary Action. Wherever a Party to this Agreement has an obligation under this Agreement to “cause” an Affiliate or Subsidiary of such Party or any such Affiliate’s or Subsidiary’s officers, directors, management or employees to take, or refrain from taking, any action, or such action may be necessary to accomplish the purposes of this Agreement, such obligation of such Party shall be deemed to include an undertaking on the part of such Party to cause such Affiliate or Subsidiary to take such necessary action. Wherever this Agreement provides that an Affiliate or Subsidiary of a Party has an obligation to act or refrain from taking any action, such Party shall be deemed to have an obligation under this Agreement to cause such Affiliate or Subsidiary or any such Affiliate’s or Subsidiary’s officers, directors, management or employees to take, or refrain from taking, any action, or such action as may be necessary to accomplish the purposes of this Agreement.

Section 8.4 Confidential Information. All information provided by either Party shall, except if the purpose for which such information is furnished pursuant to this Agreement contemplates such disclosure or is for disclosure in public documents of ING U.S. or any of its Subsidiaries or Group or any of its Subsidiaries and, except for disclosure to other Subsidiaries of Group or ING U.S., as the case may be, be kept strictly confidential and, unless

18

otherwise required by Applicable Law or as agreed by the Parties, neither Party shall disclose, and each shall take all necessary steps to ensure that none of their respective directors, officers, employers, agents and representatives disclose, or make use of, except in accordance with Applicable Law, such information in any manner whatsoever until such information otherwise becomes generally available to the public; provided, however, this Section 8.4 shall not apply to information relating to or disclosed in the IPO Registration Statement or in connection with any registration statement filed in accordance with the terms of the Registration Rights Agreement. In no event shall either Party or any of its Subsidiaries or any of their respective directors, officers, employees, agents or representatives use material non-public information of the other to acquire or dispose of securities of the other or transact in any way on such securities. Each Party shall be liable for any breach of this Section 8.4 by it or any of its Subsidiaries or any of their respective directors, officers, employees, agents and representatives.

Section 8.5 Interpretation; Effect. In this Agreement, except as context may otherwise require, (a) the words “hereby”, “hereof”, “herein”, and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, (b) terms defined in the singular have a comparable meaning when used in the plural, and vice versa, (c) references herein to a specific Article, Section, Subsection or Schedule shall refer, respectively, to Article, Sections, Subsections or Schedules of this Agreement, (d) references to the transactions contemplated hereby include the transactions provided for in this Agreement, (e) references to any agreement (including this Agreement), contract, statute or regulation are to the agreement, contract, statute or regulation as amended, modified, supplemented, restated or replaced from time to time (in the case of an agreement or contract, to the extent permitted by the terms thereof), and to any section of any statute or regulation include any successor to the section, (f) references to any Governmental Authority includes any successor to that Governmental Authority, (g) wherever the word “include”, “includes”, or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”, (h) the word “person” is to be interpreted broadly to include any individual, savings association, bank, trust company, corporation, limited liability company, partnership, association, joint-stock company, business trust, labor union, works council or unincorporated organization, (i) references herein to any gender include each other gender, (j) all pronouns and variations of pronouns will be deemed to refer to the feminine, masculine or neuter, singular or plural, as the identity of the person referred to may require, (k) headings and numbering of sections and paragraphs in this Agreement are for convenience only and will not be construed to define or limit any of the terms in this Agreement or affect the meaning or interpretation of this Agreement, (l) this Agreement is the product of negotiation by the Parties, having the assistance of counsel and other advisers, (m) the Parties intend that this Agreement not be construed more strictly with regard to one Party than with regard to any other, and (n) no provision of this Agreement is to be construed to require, directly or indirectly, any person to take any action, or omit to take any action, to the extent such action or omission would violate Applicable Law (including statutory and common law), rule or regulation.

Section 8.6 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. Except as otherwise provided herein, if any provisions of this Agreement or the application thereof to any person or any circumstance, is found by a court or other Governmental Authority of competent jurisdiction to be invalid or

19

unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision or the application thereof, in any other jurisdiction.

Section 8.7 Applicable Law. Except to the extent preempted by United States Federal law, this Agreement shall be governed by, and interpreted in accordance with, the laws of the State of New York applicable to contracts made and to be performed entirely within such State, without regard to the conflicts of law principles thereof to the extent that such principles would apply the law of another jurisdiction.

Section 8.8 Amendment, Modification and Waiver. This Agreement may be amended, modified or supplemented at any time by written agreement of the Parties. Any failure of any Party to comply with any term or provision of this Agreement may be waived by the other Party, by an instrument in writing signed by such Party, but such waiver or failure to insist upon strict compliance with such term or provision shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure to comply.

Section 8.9 Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. None of the Parties may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party, except as provided in this Section 8.9. Any purported assignment in violation of this Section 8.9 shall be null and void ab initio. Notwithstanding the foregoing, Group may, without consent of ING U.S., assign all of its rights, benefits and obligations under this Agreement to one or more of its Affiliates; provided that no such assignment shall relieve Group of any of its obligations hereunder; and provided, further, that any such transferee assumes all of Group’s obligations under this Agreement in a written instrument. Notwithstanding the foregoing, ING U.S. and its Subsidiaries may assign all of its rights, benefits and obligations under this Agreement upon the prior written consent of Group, which consent is not to be unreasonably withheld, conditioned or delayed, solely to an acquirer of all or substantially all of the ING U.S. business that assumes the obligations of ING U.S. and its Subsidiaries under this Agreement.

Section 8.10 Counterparts. This Agreement may be executed in two or more counterparts that may be delivered by means of facsimile or email (or any other electronic means such as “.pdf” or “.tiff” files), each of which shall be deemed to constitute an original, but all of which together shall be deemed to constitute one and the same instrument.

Section 8.11 Joinder. Group shall take such actions as may be required to ensure that each of its Affiliates that operates materially in the fields of insurance, retirement or investment management that ceases to be an Affiliate of Group during the Transition Period shall, prior to or as of such time as such Affiliate ceases to be an Affiliate of Group, enter into a joinder agreement with terms and conditions substantially identical to the terms and conditions of this Agreement to the extent applicable to the business of such Affiliate, pursuant to which such Affiliate shall be bound by, and entitled to the benefits of, this Agreement as if such Affiliate were a direct party hereto. Any such joinder shall be considered to be a binding and direct agreement between such divested Affiliate and ING U.S.

[SIGNATURE PAGE FOLLOWS]

20

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the Effective Date.

	ING U.S., Inc.
By:	/s/ Alain M. Karaoglan
	Name:	Alain M. Karaoglan
	Title:	Executive Vice President and Chief Operating Officer

By:	/s/ Ewout L. Steenbergen
	Name:	Ewout L. Steenbergen
	Title:	Executive Vice President And Chief Financial Officer

	ING Groep N.V.
By:	/s/ Jan H.M. Hommen
	Name: Jan H.M. Hommen
	Title:   Managing Director
By:	/s/ Willem F. Nagel
	Name: Willem F. Nagel
	Title:   Managing Director

[Signature Page to Transitional Intellectual Property License Agreement]

Schedule 1

ING PTO Trademarks

Record Owner	Mark	Registration No.	Registration Date
Group	ING ARCHITECT VARIABLE ANNUITY	3304476	October 2, 2007
Group	ING (bench design)	3205169	February 6, 2007
Group	ING	2407797	November 28, 2000
Group	ING BENEFITS SOLUTIONS	3322536	October 30, 2007
Group	ING DIAL DISABILITY INCOME ASSISTANCE LINE	3439104	June 3, 2008
Group	ING FRAMEWORK	3832519	August 10, 2010
Group	ING GOLDENSELECT	3383852	February 19, 2008
Group	ING LIFE PROMOCENTER	3284467	August 28, 2007
Group	ING MARKETSTYLE	3157449	October 17, 2006 (Sec. 8 Dec. w/ grace due April 17, 2013)
Group	ING SIMPLEFLEX ANNUITY	78930315	July 15, 2006
Group	ING SIMPLICITY	3488629	August 19, 2008
Group	ING SIMPLICITY VARIABLE ANNUITY	3488628	August 19, 2008
Group	ING SMARTWORKS	3082006	April 18, 2006
Group	ING SPORTS	3603225	April 7, 2009
Group	ING’S TRANSITION COUNSELING	3439362	June 3, 2008
Group	ING UNSUNG HEROES	3068318	March 14, 2006

[Signature Page to Transitional Intellectual Property License Agreement]

Record Owner	Mark	Registration No.	Registration Date
Group	ING. YOUR FUTURE. MADE EASIER.	3189505	December 26, 2006 (Sec. 8 Dec. due December 26, 2012)
Group	IT’S EASIER ON THE BENCH. ING	3322364	October 30, 2007
Group	IT’S EASIER TO SUCCEED WITH THE STRENGTH OF ING BEHIND YOU	3434155	May 27, 2008

23

Schedule 2

ING Abandoned Trademarks

Record Owner	Mark	Registration No.	Registration Date
Group	ING ARCHITECT VARIABLE ANNUITY	3304476	October 2, 2007
Group	ING (bench design)	3205169	February 6, 2007
Group	ING BENEFITS SOLUTIONS	3322536	October 30, 2007
Group	ING DIAL DISABILITY INCOME ASSISTANCE LINE	3439104	June 3, 2008
Group	ING GOLDENSELECT	3383852	February 19, 2008
Group	ING LIFE PROMOCENTER	3284467	August 28, 2007
Group	ING MARKETSTYLE	3157449	October 17, 2006 (Sec. 8 Dec. w/ grace due April 17, 2013)
Group	ING SIMPLEFLEX ANNUITY	78930315	July 15, 2006
Group	ING SIMPLICITY	3488629	August 19, 2008
Group	ING SIMPLICITY VARIABLE ANNUITY	3488628	August 19, 2008
Group	ING SMARTWORKS	3082006	April 18, 2006
Group	ING UNSUNG HEROES	3068318	March 14, 2006
Group	ING. YOUR FUTURE. MADE EASIER.	3189505	December 26, 2006 (Sec. 8 Dec. due December 26, 2012)
Group	IT’S EASIER ON THE BENCH. ING	3322364	October 30, 2007
Group	IT’S EASIER TO SUCCEED WITH THE STRENGTH OF ING BEHIND YOU	3434155	May 27, 2008

24

Schedule 3

ING U.S. Domain Names

ing.us

ing401k.com

ing401kinfocenter.com

ing4life.com

ing4life.mobi

ing4life.net

ingadvantageselect.com

ingadvisoryservices.com

ing-agency.com

ingamericas.biz

ingamericas.com

ingamericas.info

ingamericas.net

ingamericas.org

ingannuities.com

ingannuitiesillustrations.com

ingannuitiesmarketing.com

ingannuityasset.com

ingbacktothebasics.com

ingbenefits.com

ingbrokerage.com

ingbusinessplanning.com

ing-career.com

ingcircleofexcellence.com

ingclt.com

ingcompareme.com

ingeasier.com

ingebonline.com

ingeducatorsdirect.com

ingeducatorsdirect.net

ingemployeebenefits-us.com

ingemployeebenefits-us.net

ingespanol.com

ingexecutivebenefits.com

ingexecutivebenefitssolar.com

ingfa.com

ingfacebook.com

ingfinancial.net

25

ingfinancialadvisers.com

ingfinancialadvisors.com

ingfinancialpartner.com

ingfinancialpartners.com

ingfinancialpartners.net

ingfinancialsolutions.com

ingfixedannuities.com

ingfixeddesign.com

ingforelife.com

ingforlife.com

ingforlife.mobi

ingforlife.net

ingforprofessionals.com

ingforprofessionals.net

ingforprofessionals.org

ingforretirement.com

ingfourlife.com

ingfp.com

ing-fs.com

ingfunds.com

ingfunds.net

inggiving.com

ingglobalopportunities.com

ingglobalperspectives.com

inggoldenamerican.com

inghawaii.com

inghomeguard.com

inghomeguard.net

inghomeguard.org

inghospitality.com

ing-ifs.com

ingindividualretirement.com

inginsight.com

inginstantterm.com

inginvestment.com

inglaces.com

inglife101.com

inglifeinsurance.com

inglifeinsurance.net

inglifeinsurancequote.com

inglifepayplus.com

inglifeplaybook.biz

26

inglifeplaybook.com

inglifeplaybook.net

inglifeplaybook.org

inglifeplaybook.us

inglifeproductavenue.com

inglifeproductavenue.net

inglifepromocenter.com

ingliferetirementplanning.com

inglifeservicecenter.com

inglifesolar.com

ingmarketingcentral.com

ingmarketingsuite.com

ingmortgageterm.com

ingmortgageterm.net

ingmortgageterm.org

ingmyretirement.com

ingnationaltrust.com

ingnorthamerica.com

ingontrack.com

ingorangelaces.com

ingorangelaces.org

ingorangeshoelaces.com

ingpartners.com

ingplanning4retirement.com

ingplans.com

ingplans.net

ingplans.org

ingpremiumfinance.com

ingpreparingforretirement.com

ingpresents.com

ingproducercenter.com

ingproducerwebinar.com

ingprofessionals.biz

ingprofessionals.com

ingprofessionals.net

ingprofessionals.org

ingremote.com

ingrepcertification.com

ingresourceavenue.com

ingretailretirementservices.com

ingretailretirementsolutions.com

27

ingretirement.com

ingretirementdirect.com

ingretirementplan.com

ingretirementplans.com

ingretirementplans.net

ingretirementresearch.com

ingretireplanning.com

ingrfsb.com

ingrollover.com

ingrollovers.com

ingrunforsomethingbetter.com

ingrunforsomethingbetter.org

ing-securitylife.com

ingselectadvantage.com

ingselectadvantageira.com

ingservicecenter.com

ingsimplylife.com

ingsmartworks.com

ingsmartworks.net

ingsmartworks.org

ingsso.com

ingstayingontrack.com

ingtermesubmit.com

ingtermesubmit.net

ingtermesubmit.org

ingtermlifesuite.com

ingtrainingcenter.com

ingtransfertool.com

ing-usa.com

ing-usa.net

ing-usafoundation.com

ingusamailtest.com

ingva.com

ingvariable.com

ingvariableannuities.com

ingvariableannuity.com

ingvasecure.com

ingvfc.com

ingyournumber.com

ing-yournumber.com

ing-your-number.com

ingyournumber.net

28

ing-yournumber.net

ing-your-number.net

ingyournumber.org

ingyourretirement.com

29

Schedule 4

Redirected Domain Names

ing.us

ing401k.com

ing401kinfocenter.com

ing4life.com

ing4life.mobi

ing4life.net

ingadvantageselect.com

ingadvisoryservices.com

ing-agency.com

ingamericas.biz

ingamericas.com

ingamericas.info

ingamericas.net

ingamericas.org

ingannuities.com

ingannuitiesillustrations.com

ingannuitiesmarketing.com

ingannuityasset.com

ingbenefits.com

ingbrokerage.com

ingbusinessplanning.com

ingcircleofexcellence.com

ingclt.com

ingcompareme.com

ingebonline.com

ingeducatorsdirect.com

ingeducatorsdirect.net

ingemployeebenefits-us.com

ingemployeebenefits-us.net

ingespanol.com

ingexecutivebenefits.com

ingexecutivebenefitssolar.com

ingfa.com

ingfinancial.net

ingfinancialadvisers.com

ingfinancialadvisors.com

ingfinancialpartner.com

ingfinancialpartners.com

30

ingfinancialpartners.net

ingfinancialsolutions.com

ingfixedannuities.com

ingfixeddesign.com

ingforelife.com

ingforlife.com

ingforlife.mobi

ingforlife.net

ingforprofessionals.com

ingforprofessionals.net

ingforprofessionals.org

ingforretirement.com

ingfourlife.com

ingfp.com

ing-fs.com

ingfunds.com

ingfunds.net

inggiving.com

ingglobalopportunities.com

ingglobalperspectives.com

inggoldenamerican.com

inghawaii.com

inghomeguard.com

inghomeguard.net

inghomeguard.org

inghospitality.com

ing-ifs.com

ingindividualretirement.com

inginsight.com

inginstantterm.com

inginvestment.com

inglaces.com

inglife101.com

inglifeinsurance.com

inglifeinsurance.net

inglifeinsurancequote.com

inglifepayplus.com

inglifeplaybook.biz

inglifeplaybook.com

inglifeplaybook.net

inglifeplaybook.org

inglifeplaybook.us

31

inglifeproductavenue.com

inglifeproductavenue.net

inglifepromocenter.com

ingliferetirementplanning.com

inglifeservicecenter.com

inglifesolar.com

ingmarketingcentral.com

ingmarketingsuite.com

ingmortgageterm.com

ingmortgageterm.net

ingmortgageterm.org

ingmyretirement.com

ingnationaltrust.com

ingnorthamerica.com

ingontrack.com

ingorangelaces.com

ingorangelaces.org

ingorangeshoelaces.com

ingpartners.com

ingplanning4retirement.com

ingplans.com

ingplans.net

ingplans.org

ingpremiumfinance.com

ingpreparingforretirement.com

ingpresents.com

ingproducercenter.com

ingproducerwebinar.com

ingprofessionals.biz

ingprofessionals.com

ingprofessionals.net

ingprofessionals.org

ingremote.com

ingrepcertification.com

ingresourceavenue.com

ingretailretirementservices.com

ingretailretirementsolutions.com

ingretirement.com

ingretirementdirect.com

ingretirementplan.com

ingretirementplans.com

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ingretirementplans.net

ingretirementresearch.com

ingretireplanning.com

ingrfsb.com

ingrollover.com

ingrollovers.com

ingrunforsomethingbetter.com

ingrunforsomethingbetter.org

ing-securitylife.com

ingselectadvantage.com

ingselectadvantageira.com

ingservicecenter.com

ingsimplylife.com

ingsmartworks.com

ingsmartworks.net

ingsmartworks.org

ingsso.com

ingstayingontrack.com

ingtermesubmit.com

ingtermesubmit.net

ingtermesubmit.org

ingtermlifesuite.com

ingtrainingcenter.com

ingtransfertool.com

ing-usa.com

ing-usa.net

ing-usafoundation.com

ingusamailtest.com

ingva.com

ingvariable.com

ingvariableannuities.com

ingvariableannuity.com

ingvasecure.com

ingvfc.com

ingyournumber.com

ing-yournumber.com

ing-your-number.com

ingyournumber.net

ing-yournumber.net

ing-your-number.net

ingyournumber.org

ingyourretirement.com

33

Schedule 5

Your Number Campaign Marks

Link to ING U.S. Internet Site:

http://www.ingyournumber.com/

Link to Advertising Examples:

http://www.youtube.com/watch?v=PZtDU5gXxDc&feature=relmfu

http://www.youtube.com/watch?v=YzkhDNfXfLE&feature=related

http://www.youtube.com/watch?v=cDzUUJSgzyY&playnext=1&list=PL569CE5FA52BD2A28&feature=results_main

34

Exhibit A

ING Corporate Branding Guidelines, version 2007

35

Exhibit B

Joinder Agreement

36

EX-10.3

Exhibit 10.3

EQUITY ADMINISTRATION AGREEMENT

by and between

ING GROEP N.V.

and

ING U.S., INC.

Dated as of May 7, 2013

EQUITY ADMINISTRATION AGREEMENT

THIS EQUITY ADMINISTRATION AGREEMENT (the “Agreement”), dated as of May 7, 2013, is by and between ING Groep N.V., a Netherlands corporation (“Group”), and ING U.S., Inc., a Delaware corporation and wholly owned subsidiary of Group (“ING U.S.,” and, together with Group, each, a “Party” and collectively, the “Parties”).

RECITALS

WHEREAS, the Board of Directors of Group has determined that it is in the best interests of Group to take steps to divest the business of ING U.S. into an independent public company, in accordance with that certain shareholder agreement between Group and ING U.S. dated as of May 7, 2013 (the “Shareholder Agreement”); and

WHEREAS, Group and ING U.S. have agreed to enter into this Agreement for the purposes of setting forth certain responsibilities of each with respect to the administration of certain employee equity compensation plans, programs and arrangements.

NOW, THEREFORE, in consideration of the premises and of the respective agreements and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

“Action” means any claim, demand, complaint, charge, action, cause of action, suit, countersuit, arbitration, litigation, inquiry, proceeding or investigation by or before any Governmental Authority or any arbitration or mediation tribunal.

“Agreement” shall have the meaning ascribed thereto in the preamble to this Agreement and shall include any exhibits hereto and all amendments made hereto from time to time.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Former Group Employee” means any former employee of any member of the ING Group. Any individual who is an employee of any member of the ING U.S. Group on the ING U.S. IPO Date or a Former ING U.S. Employee shall not be a Former Group Employee.

“Former ING U.S. Employee” means any former employee of any member of the ING U.S. Group. Any individual who is an employee of any member of the ING Group on the ING U.S. IPO Date or a Former Group Employee shall not be a Former ING U.S. Employee.

“Governmental Authority” means any federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, official, the NYSE or other regulatory, administrative or governmental authority.

“Group” shall have the meaning ascribed thereto in the preamble to this Agreement.

“Group Common Stock” shall mean Ordinary Shares of Group and American Depositary Shares evidenced by American Depositary Receipts with respect thereto.

“Group Employee” means any individual who, immediately following the ING U.S. IPO Date, will be employed by Group or any member of the ING Group in a capacity considered by Group to be common law employment, including active employees and employees on vacation and approved leaves of absence (including maternity, paternity, family, sick, short-term or long-term disability leave and other approved leaves).

“Group Equity Compensation Award” means, collectively, all outstanding equity compensation awards held by ING U.S. Employees and Former ING U.S. Employees under the Group Share Plans, including, but not limited to, stock options, deferred or restricted stock/unit and performance shares or units. After any Group Equity Compensation Award is equitably converted, as described in Section 3.2(b) of this Agreement, it shall no longer be considered a Group Equity Compensation Award.

“Group Options” means options over Group Common Stock held by ING U.S. Employees and Former ING U.S. Employees.

“GSOP” means the ING Group Standard Share Option Plan.

“Group Share Plans” means, collectively, the GSOP, LEO, LSPP and any other stock option or stock incentive compensation plan or arrangement, including equity award agreements, maintained by Group before the ING U.S. IPO Date for employees, officers or non-employee directors of Group or its Subsidiaries, as amended.

“Information” shall mean all information, whether in written, oral, electronic or other tangible or intangible form, stored in any medium, including non-public financial information, studies, reports, records, books, accountants’ work papers, contracts, instruments, flow charts, data, communications by or to attorneys, memos and other materials prepared by attorneys and accountants or under their direction (including attorney work product) and other financial, legal, employee or business information or data.

“ING Group” means, as of the ING U.S. IPO Date, Group and each of its former and current Subsidiaries (or any predecessor organization thereof), and any corporation or entity that may become part of such Group from time to time thereafter. The ING Group shall not include any member of the ING U.S. Group.

“ING U.S.” shall have the meaning ascribed thereto in the preamble to this Agreement.

–2–

“ING U.S. Common Stock” means, as of the ING U.S. IPO Date, shares of common stock of ING U.S.

“ING U.S. Employee” means any individual who, immediately following the ING U.S. IPO Date, will be employed by ING U.S. or any member of the ING U.S. Group in a capacity considered by ING U.S. to be common law employment, including active employees and employees on vacation and approved leaves of absence (including maternity, paternity, family, sick, short-term or long-term disability leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, and leave under the Family Medical Leave Act and other approved leaves).

“ING U.S. Equity Compensation Awards” means, collectively, (1) all outstanding equity compensation awards held by ING U.S. Employees under the ING U.S. Share Plans, including, but not limited to, stock options, deferred or restricted stock/unit and performance shares or units granted by ING U.S. on or after the ING U.S. IPO Date and (2) all Group Equity Compensation Awards after they are equitably converted, as described in Section 3.2(b) of this Agreement.

“ING U.S. Group” means, as of the ING U.S. IPO Date, ING U.S. and each of its former and current Subsidiaries (or any predecessor organization thereof), and any corporation or entity that may become part of such ING U.S. Group from time to time thereafter. For purposes of this Agreement, following the ING U.S. IPO Date, the ING U.S. Group shall not include any member of the ING Group.

“ING U.S. IPO” means an initial public offering of ING U.S. Common Stock.

“ING U.S. IPO Date” means the date upon which the initial public offering of ING U.S. Common Stock becomes effective.

“ING U.S. Share Plans” means, collectively, the 2013 Omnibus Employee Incentive Plan, the 2013 Omnibus Non-Employee Director Incentive Plan and any other stock option or stock-based incentive compensation plan or arrangement, including equity award agreements, maintained by ING U.S. on or after the ING U.S. IPO Date for employees, officers or non-employee directors of ING U.S. or its Subsidiaries, as amended.

“IRS” means the U.S. Internal Revenue Service.

“Law” means all laws, statutes and ordinances and all regulations, rules and other pronouncements of Governmental Authorities having the effect of law of the U.S., any foreign country, or any domestic or foreign state, province, commonwealth, city, country, municipality, territory, protectorate, possession or similar instrumentality, or any Governmental Authority thereof.

“Legacy ING U.S. Awards” shall have the meaning ascribed thereto in Section 3.2(b)(ii) of this Agreement.

–3–

“LEO” means the ING Group Long Term Equity Ownership Plan.

“Liabilities” means all debts, liabilities, obligations, responsibilities, Losses, damages (whether compensatory, punitive, or treble), fines, penalties and sanctions, absolute or contingent, matured or unmatured, liquidated or unliquidated, foreseen or unforeseen, joint, several or individual, asserted or unasserted, accrued or unaccrued, known or unknown, whenever arising, including those arising under or in connection with any Law, Action, threatened Action, order or consent decree of any Governmental Authority or any award of any arbitration tribunal, and those arising under any contract, guarantee, commitment or undertaking, whether sought to be imposed by a Governmental Authority, private party, or a Party, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, or otherwise, and including any costs, expenses, interest, attorneys’ fees, disbursements and expense of counsel, expert and consulting fees, fees of third-party administrators and costs related thereto or to the investigation or defense thereof.

“Loss” means any claim, demand, complaint, damages (whether compensatory, punitive, consequential, treble or other), fines, penalties, loss, liability, payment, cost or expense arising out of, relating to or in connection with any Action.

“LSPP” means the ING Group Long-Term Sustainable Performance Plan.

“NYSE” means the New York Stock Exchange, Inc.

“Party” and “Parties” shall have the meanings ascribed thereto in the preamble to this Agreement.

“Subsidiary” has the same meaning as provided in the Shareholder Agreement.

“Supervisory Board” means the Supervisory Board of Group.

“Trade Sale” means a sale by Group of more than 50% of ING U.S.’s common stock, to a single buyer that is not affiliated with Group, or to a group of buyers acting together each of which is not affiliated with Group, by way of acquisition, merger, consolidation, share exchange or a similar transaction. A merger, consolidation, share exchange or similar transaction in which Group owns 50% or more of the equity capital of the surviving entity shall not be deemed to be a Trade Sale.

Section 1.2 General Interpretive Principles. Words in the singular shall include the plural and vice versa, and words of one gender shall include the other gender, in each case, as the context requires. The words “hereof,” “herein,” “hereunder,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement and not to any particular provision of this Agreement, and references to Article, Section, paragraph and Exhibit are references to the Articles, Sections, paragraphs and Exhibits to this Agreement unless otherwise specified. The word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified. Any reference to any federal, state, local or non-U.S. statute or Law shall be deemed to also refer to all rules and regulations promulgated thereunder, unless the context otherwise requires.

–4–

ARTICLE II

GENERAL PRINCIPLES

Section 2.1 Reimbursement of Group. From time to time after the ING U.S. IPO, ING U.S. shall promptly reimburse Group, upon Group’s presentation of such substantiating documentation as ING U.S. shall reasonably request, for the cost of any Liabilities satisfied by Group that are, or that have been made pursuant to this Agreement, the responsibility of ING U.S. or any of its Subsidiaries. Where applicable, such payment shall be calculated in a manner consistent with past practice.

Section 2.2 Reimbursement of ING U.S.. From time to time after the ING U.S. IPO, Group shall promptly reimburse ING U.S., upon ING U.S.’s presentation of such substantiating documentation as Group shall reasonably request, for the cost of any Liabilities satisfied by ING U.S. or its Subsidiaries that are, or that have been made pursuant to this Agreement, the responsibility of Group or any of its Subsidiaries. Where applicable, such payment shall be calculated in a manner consistent with past practice.

ARTICLE III

EQUITY COMPENSATION

Section 3.1 Equity Compensation. The Parties, including through instructions with their respective administrators and recordkeepers, shall use commercially reasonable efforts and shall cooperate in good faith and act promptly to provide all Information and take all other actions reasonably necessary or appropriate for the administration and conversion of Group Equity Compensation Awards, including the obtainment by Group of any necessary consents from the Supervisory Board, and to coordinate the tax treatment of such Group Equity Compensation Awards as set forth in this Article III.

Section 3.2 Group Equity Compensation Awards.

(a) Continuation of Arrangements. The Parties agree that, except to the extent explicitly set forth herein or otherwise mutually agreed in writing, the administrative and financial practices that the Parties have historically followed with respect to equity compensation awards issued under Group Share Plans and held by employees, former employees or retirees of ING U.S. (including, without limitation, the sharing of information necessary to enable the Parties to administer such awards and the cash flows and other financial arrangements in connection with the vesting or exercise of awards, and the payment of cash or delivery or sale of shares, as applicable, by or between the Parties, or to employees of ING U.S., and related tax withholding and reimbursements, including with respect to ING U.S. Employees who received equity compensation awards issued under Group Share Plans while such ING U.S. Employees were expatriate employees, the continuation of the ING Group Net Pay Policy),

–5–

shall, with respect to Group Equity Compensation Awards, continue to be followed until such awards have vested and been delivered or paid out or have been terminated in accordance with their terms.

(b) Treatment of Outstanding Group Equity Compensation Awards.

(i) New LSPP Awards. Group Equity Compensation Awards granted during or after March 2013 under the LSPP will, on the ING U.S. IPO Date, automatically convert, in accordance with their terms, into a comparable award over ING U.S. Common Stock to be granted under the 2013 Omnibus Employee Incentive Plan.

(ii) Legacy ING U.S. Awards. Except as set forth in clause (iii) or clause (iv) below, Group Equity Compensation Awards granted before March 2013 under the LSPP, LEO or GSOP (“Legacy ING U.S. Awards”) will remain outstanding after the ING U.S. IPO Date in accordance with their terms, and Group will give each ING U.S. Employee full credit for service to ING U.S. or any of its Subsidiaries following the ING U.S. IPO Date for purposes of vesting under the Legacy ING U.S. Awards, in accordance with Section 3.2(c) of this Agreement, notwithstanding any reduction of Group’s ownership of ING U.S. common stock below 70%, 50.1% or any other applicable threshold, and such awards will otherwise remain subject in all instances to their original terms.

(iii) Legacy LSPP Awards. If, on or after the ING U.S. IPO Date, Group ceases to own (directly or indirectly) at least 50.1% of the voting stock of ING U.S., other than as a result of a Trade Sale, Group, in its discretion, may convert any outstanding Group Equity Compensation Awards granted before March 2013 under the LSPP into comparable awards over ING U.S. Common Stock if Group, in its discretion, determines that the ING U.S. Common Stock price reflects anticipated improvement in ING U.S.’s operating return on equity, and if Group and ING U.S. mutually agree on the price or conversion ratio and other terms applicable to the conversion.

(iv) Trade Sale. In the event of a Trade Sale, the treatment of all Group Equity Compensation Awards that are outstanding at the time of the closing of such Trade sale shall be determined in accordance with the plan documents governing the LSPP, LEO or GSOP, as applicable, and the terms and conditions of applicable award agreements.

(c) Service Credit. Group agrees to give each ING U.S. Employee full credit for service to ING U.S. or any of its Subsidiaries following the ING U.S. IPO, for the period during which such ING U.S. Employee remains employed by ING U.S. or any of its Subsidiaries, for purposes of vesting under any Group Equity Compensation Awards that are outstanding as of the ING U.S. IPO Date. In addition, Group agrees that in the event the ING U.S. IPO or any secondary offering or sale of ING U.S. Common Stock (other than a Trade Sale) shall be deemed to constitute a termination of an ING U.S. Employee’s employment under the terms of any Group Equity Compensation Award, such ING U.S. IPO or secondary offering shall not constitute such a termination of employment to the extent and for the period during which such ING U.S. Employee remains employed by ING U.S. or any of its Subsidiaries.

–6–

(d) Administration and Other Matters. The Parties agree that Group will continue to administer the Group Equity Compensation Awards in accordance with past practice and this Agreement, the existing arrangements with respect to reimbursement of Group expenses associated with Group Equity Compensation Awards held by any ING U.S. Employee and Former ING U.S. Employee will be maintained (except as otherwise specifically provided in this Agreement) and ING U.S. shall cooperate with Group in good faith and act promptly to provide all Information (including, but not limited to Information to update the employment status of any ING U.S. Employee) and take all other actions reasonably necessary or appropriate to assist Group in carrying out its administrative tasks with respect to Group Equity Compensation Awards. The Parties agree that ING U.S. shall be responsible for reimbursing Group for the incremental cost to Group of any mutually agreed conversion of Group Equity Compensation Awards pursuant to this Section 3.2.

Section 3.3 Taxes and Withholding. With respect to equity compensation awards under the Group Share Plans held by individuals who are Group Employees or Former Group Employees at the time such equity compensation awards become taxable, Group shall claim any federal, state and/or local tax deductions after the ING U.S. IPO Date, and ING U.S. shall not claim such deductions. With respect to the Group Equity Compensation Awards held by any individuals who are ING U.S. Employees or Former ING U.S. Employees at the time such Group Equity Compensation Awards become taxable, ING U.S. shall claim any federal, state and/or local tax deductions after the ING U.S. IPO Date and Group shall not claim such deductions. If either Group or ING U.S. determines in its reasonable judgment that there is a substantial likelihood that a tax deduction that was assigned to Group or ING U.S. pursuant to this Section 3.3 will instead be available only to the other party (whether as a result of a determination by the IRS, a change in the Code or the regulations or guidance thereunder, or otherwise), it will notify the other party and both parties will negotiate in good faith to resolve the issue in accordance with the following principle. The party entitled to the deduction shall pay to the other party an amount that places the other party in a financial position equivalent to the financial position the party would have been in had the party received the deduction as intended under this Section 3.3. Such amount shall be paid within 90 days of filing the last tax return necessary to make the determination described in the preceding sentence.

Section 3.4 ING U.S. Equity Compensation Awards. The Parties agree that ING U.S. will administer the ING U.S. Equity Compensation Awards, and Group shall cooperate with ING U.S. in good faith and act promptly to provide all Information requested by ING U.S. to assist ING U.S. in carrying out its administrative tasks with respect to ING U.S. Equity Compensation Awards. ING U.S. shall claim any federal, state and/or local tax deductions with respect to any ING U.S. Equity Compensation Awards, and Group shall not claim such deductions.

–7–

Section 3.5 Cooperation. In addition to any cooperation principles governed by Article IV, if, after the ING U.S. IPO Date, Group or ING U.S. identify an administrative error in the individuals identified as holding Group Equity Compensation Awards, the amount of Group Equity Compensation Awards so held, the vesting level of such Group Equity Compensation Awards, or any other similar error, Group and ING U.S. shall mutually cooperate in taking such actions as are necessary or appropriate to place, as nearly as reasonably practicable, the individual and Group and ING U.S. in the position in which they would have been had the error not occurred. Each of the Parties shall establish an appropriate administration system in order to handle, in an orderly manner, exercises of Group Options and the settlement of any deferred or restricted stock/unit and performance shares or unit awards over Group Common Stock. Each of the Parties will work together to unify and consolidate all indicative data and payroll and employment Information on regular timetables and make certain that each applicable entity’s data and records with respect to Group Equity Compensation Awards and ING U.S. Equity Compensation Awards are correct and updated on a timely basis. The foregoing shall include employment status and Information required for tax withholding/remittance, compliance with trading windows and compliance with the requirements of the Securities Exchange Act of 1934 and other applicable Laws.

Section 3.6 SEC Registration. The Parties mutually agree to use commercially reasonable efforts to maintain effective registration statements with the Securities and Exchange Commission with respect to the Group Equity Compensation Awards and the ING U.S. Equity Compensation Awards to the extent any such registration statement is required by applicable Law.

Section 3.7 Savings Clause. The Parties hereby acknowledge that the provisions of this Article III are intended to achieve certain tax, legal and accounting objectives and, in the event such objectives are not achieved, the Parties agree to negotiate in good faith regarding such other actions that may be necessary or appropriate to achieve such objectives.

ARTICLE IV

GENERAL AND ADMINISTRATIVE

Section 4.1 Sharing of Information. Group and ING U.S. (acting directly or through their respective Subsidiaries) shall promptly provide to the other and their respective agents and vendors all Information as the other may reasonably request to enable the requesting Party to administer efficiently and accurately each of the Group Share Plans and the ING U.S. Share Plans, timely respond to audit requests and to determine the scope of, as well as fulfill, its obligations under this Agreement; provided, however, that in the event that any Party reasonably determines that any such provision of Information could be commercially detrimental to such Party or any member of its Group, violate any Law or agreement to which such Party or member of its Group is a party, or waive any attorney-client privilege applicable to such Party or member of its Group, the Parties shall provide any such Information and the Parties shall take all reasonable measures to comply with the obligations pursuant to this Section 4.1 in a manner that

–8–

mitigates any such harm or consequence to the extent practicable, and the Parties agree to cooperate with each other and take such commercially reasonable steps as may be practicable to preserve the attorney-client privilege with respect to the disclosure of any such Information. Such Information shall, to the extent reasonably practicable, be provided in the format and at the times and places requested, but in no event shall the Party providing such Information be obligated to incur any out-of-pocket expenses not reimbursed by the Party making such request or make such Information available outside of its normal business hours and premises. Any Information shared or exchanged pursuant to this Agreement shall be subject to the same confidential information and information handling provisions set forth in Sections 4.8 and 10.8 of the Shareholder Agreement.

Section 4.2 Reasonable Efforts/Cooperation. Each of the Parties hereto will use its commercially reasonable efforts to take promptly, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate the transactions contemplated by this Agreement, including adopting plans or plan amendments. Each of the Parties hereto shall be entitled to rely in good faith on Information provided by the other Party and the receiving Party shall not be responsible for any delays or liability arising from missing, delayed, incomplete, inaccurate or outdated Information and data which is provided by the other Party pursuant to this Agreement.

Section 4.3 No Third-Party Beneficiaries; No Right to Continued Employment. No provision of this Agreement shall be construed to create any right, or accelerate entitlement, to any compensation or benefit whatsoever on the part of any ING U.S. Employee or Group Employee under any Group Share Plan or otherwise. This Agreement is solely for the benefit of the Parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or persons (including any ING U.S. Employee, Former ING U.S. Employee, Group Employee or Former Group Employee, or any of their respective beneficiaries, dependents, alternate payees or surviving spouses) any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement. No provision in this Agreement shall modify or amend any other agreement, plan, program, or document unless this Agreement explicitly states that the provision “amends” that other agreement, plan, program, or document. This shall not prevent the Parties entitled to enforce this Agreement from enforcing any provision in this Agreement, but no other person shall be entitled to enforce any provision in this Agreement on the grounds that it is an amendment to another agreement, plan, program, or document unless the provision is explicitly designated as such in this Agreement, and the person is otherwise entitled to enforce the other agreement, plan, program, or document. If a person not entitled to enforce this Agreement brings a lawsuit or other action to enforce any provision in this Agreement as an amendment to another agreement, plan, program, or document, and that provision is construed to be such an amendment despite not being explicitly designated as one in this Agreement, that provision in this Agreement shall be void ab initio, thereby precluding it from having any amendatory effect. Furthermore, nothing in this Agreement is intended to confer upon any Group Employee, Former Group Employee, ING U.S. Employee or Former ING U.S. Employee, any right to continued employment, or any recall or similar rights to an individual on layoff or any type of approved leave.

–9–

Section 4.4 Consent of Third Parties. If any provision of this Agreement is dependent on the consent of any third party and such consent is withheld, the Parties hereto shall use their reasonable best efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the Parties hereto shall negotiate in good faith to implement the provision in a mutually satisfactory manner.

Section 4.5 Access to Employees. Following the ING U.S. IPO Date, Group and ING U.S. shall, or shall cause each of their respective Subsidiaries to, make available to each other those of their employees who may reasonably be needed in order to defend or prosecute any legal or administrative action (other than a legal action between any member of the ING Group and any member of the ING U.S. Group) to which any employee, director or Plan of the ING Group or ING U.S. Group is a party and which relates to their respective plans prior to the ING U.S. IPO Date.

ARTICLE V

MISCELLANEOUS

Section 5.1 Complete Agreement; Construction. This Agreement shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter.

Section 5.2 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Party.

Section 5.3 Notices. All notices and other communications hereunder shall be in writing, shall reference this Agreement and shall be hand delivered or mailed by registered or certified mail (return receipt requested) to the Parties at the following addresses (or at such other addresses for a Party as shall be specified by like notice) and will be deemed given on the date on which such notice is received:

To Group:

ING Group

IH 08.332

Amstelveenseweg 500

1081 KL Amsterdam

The Netherlands

Attention: Hein Knaapen, Global Head of HR

Facsimile: +31 20 564 77 51

–10–

To ING U.S.:

ING U.S., Inc.

230 Park Avenue

13^th Floor

New York, New York 10169

Attention: Bridget M. Healy, Chief Legal Officer

Facsimile: 212-309-8364

Section 5.4 Waivers. The failure of any Party to require strict performance by any other Party of any provision in this Agreement will not waive or diminish that Party’s right to demand strict performance thereafter of that or any other provision hereof.

Section 5.5 Amendments. This Agreement may not be modified or amended except by an agreement in writing signed by each of the Parties.

Section 5.6 Assignment. This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party without the prior written consent of the other Party, and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void; provided that either Party may assign this Agreement to a purchaser of all or substantially all of the properties and assets of such Party so long as such purchaser expressly assumes, in a written instrument in form reasonably satisfactory to the non-assigning Party, the due and punctual performance or observance of every agreement and covenant of this Agreement on the part of the assigning Party to be performed or observed.

Section 5.7 Successors and Assigns. The provisions to this Agreement shall be binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and permitted assigns.

Section 5.8 Subsidiaries. Each of the Parties shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any entity that is contemplated to be a Subsidiary of such Party after the ING U.S. IPO Date.

Section 5.9 Title and Headings. Titles and headings to Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 5.10 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK AND WITHOUT REGARD TO ITS CHOICE OF LAWS PRINCIPLES.

–11–

Section 5.11 Waiver of Jury Trial. The Parties hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of or related to this Agreement.

Section 5.12 Specific Performance. From and after the ING U.S. IPO, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Parties agree that the Party to this Agreement who is or is to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that, from and after the ING U.S. IPO, the remedies at law for any breach or threatened breach of this Agreement, including monetary damages, are inadequate compensation for any Loss, that any defense in any action for specific performance that a remedy at law would be adequate is hereby waived, and that any requirements for the securing or posting of any bond with such remedy are hereby waived.

Section 5.13 Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The Parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

[signature page follows]

–12–

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first above written.

ING GROEP, N.V.
By:	/s/ Jan H.M. Hommen
	Name:	Jan H.M. Hommen
	Title:	Managing Director
By:	/s/ Willem F. Nagel
	Name:	Willem F. Nagel
	Title:	Managing Director
ING U.S., INC.
By:	/s/ Alain M. Karaoglan
	Name:	Alain M. Karaoglan
	Title:	Executive Vice President and Chief Operating Officer
By:	/s/ Ewout L. Steenbergen
	Name:	Ewout L. Steenbergen
	Title:	Executive Vice President and Chief Financial Officer

[Signature Page to Equity Administration Agreement]

EX-10.4

Exhibit 10.4

REGISTRATION RIGHTS AGREEMENT

dated as of

May 7, 2013

between

ING U.S., Inc.

and

ING Groep N.V.

TABLE OF CONTENTS

		Page
Article 1
DEFINITIONS
1.1	Definitions		1
1.2	Interpretation		4
Article 2
REGISTRATION RIGHTS
2.1	Shelf Registration		5
2.2	Demand Registrations		5
2.3	Priority		6
2.4	Piggyback Registrations		7
2.5	Lock-up Agreements		7
2.6	Registration Procedures		8
2.7	Registration Expenses		12
2.8	Underwritten Offering		12
2.9	Suspension of Registration		13
2.10	Indemnification		13
2.11	Conversion of Other Securities		16
2.12	Rule 144; Rule 144A		16
2.13	Transfer of Registration Rights		16
2.14	Sales of the Warrants		16
Article 3
PROVISIONS APPLICABLE TO ALL DISPOSITIONS OF REGISTRABLE SECURITIES BY ING GROUP
3.1	Underwriter Selection		17
3.2	Cooperation with Sales		17
3.3	Expenses of Offerings		17
3.4	Further Assurances		17
Article 4
MISCELLANEOUS
4.1	Term		18
4.2	Other Holder Activities		18
4.3	No Inconsistent Agreements		18
4.4	Amendments and Waivers		18
4.5	No Third Party Beneficiaries		18
4.6	Entire Agreement		18
4.7	Severability		18
4.8	Counterparts		19

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4.9	Remedies; Attorney’s Fees	19
4.10	Governing Law	19
4.11	Consent To Jurisdiction And Service Of Process; Waiver Of Jury Trial	19
4.12	Notice	20

ii

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement, dated as of May 7, 2013 (this “Agreement”), is between ING U.S., INC., a Delaware corporation (the “Company”) and ING Groep N.V., a public limited liability company formed under the laws of the Netherlands (“ING Group”).

WHEREAS, the Company and ING Group intend to sell shares of the Company’s common stock, par value $0.01 (the “Common Stock”) in an initial public offering;

WHEREAS, following the completion of the IPO, ING Group will continue to indirectly own a majority of the outstanding shares of Common Stock;

WHEREAS, ING Group holds warrants, dated May 7, 2013 (the “Warrants”), to purchase up to 26,050,846 shares of Common Stock of the Company (shares of Common Stock issuable upon the exercise of such Warrants, the “Warrant Shares”);

WHEREAS, in connection with the IPO, the Company has agreed to provide ING Group certain rights as set forth herein;

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

Article 1

DEFINITIONS

1.1 Definitions.

In this Agreement, the following terms shall have the following meanings:

(a) “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with, such other Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) when used with respect to any Person, means the possession directly or indirectly, of the power to cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

(b) “Board of Directors” means the Board of Directors of the Company.

(c) “Business Day” means any day except (i) Saturday, (ii) Sunday, (iii) any day on which the principal office of the Company or ING Group is not open for business, and (iv) any other day on which commercial banks in New York or in the Netherlands are authorized or obligated by law or executive order to close.

(d) “Common Stock” has the meaning set forth in the recitals.

(e) “Company Outside Counsel” means one counsel selected by the Company to act on its behalf.

(f) “Covered Person” has the meaning set forth in Section 2.10(a).

(g) “Demand Registration” has the meaning set forth in Section 2.2(a).

(h) “Designated Holder” means any member of the ING Affiliated Group or any other Holder holding Common Stock of the Company constituting not less than 10% of the outstanding shares of Common Stock of the Company.

(i) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

(j) “Holder” means ING Group and any permitted transferee of Registrable Securities.

(k) “Holders’ Counsel” means, if any member of the ING Affiliated Group is participating in an offering of Registrable Securities, one counsel selected by ING Group for the Holders participating in such offering or otherwise, one counsel selected by the Holders of a majority of the Registrable Securities included in such offering.

(l) “ING Affiliated Group” means ING Group and its Affiliates (excluding the Company and its subsidiaries);

(m) “ING Group Lock-Up Agreement” means the “lock-up” agreement entered into by ING Group and described in that certain Underwriting Agreement, dated as of May 1, 2013, among the Company, ING Group and the underwriters party thereto.

(n) “IPO” means the initial underwritten public offering of Common Stock pursuant to a Registration Statement filed in accordance with the Securities Act.

(o) “Material Disclosure Event” means, as of any date of determination, any pending or imminent event relating to the Company or any of its subsidiaries that the Board of Directors reasonably determines in good faith, after consultation with Company Outside Counsel, (i) would require disclosure of material, non-public information relating to such event in any Registration Statement under which Registrable Securities may be offered and sold (including documents incorporated by reference therein) in order that such Registration Statement would not be materially misleading and (ii) would not otherwise be required to be publicly disclosed by the Company at that time in a periodic report to be filed with or furnished to the SEC under the Exchange Act but for the filing of such Registration Statement.

(p) “Person” means any individual, corporation, partnership, joint venture, limited liability company, association or other business entity and any trust, unincorporated organization or government or any agency or political subdivision thereof.

(q) “Piggyback Registration” means any registration of Registrable Securities under the Securities Act requested by a Holder in accordance with Section 2.4(a).

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(r) “register,” “registered” and “registration” refers to a registration made effective by preparing and filing a Registration Statement with the SEC in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such Registration Statement, and compliance with applicable state securities laws of such states in which Holders notify the Company of their intention to offer Registrable Securities.

(s) “Registration Expenses” has the meaning set forth in Section 2.7.

(t) “Registrable Securities” means (i) all shares of Common Stock held by a Holder, (ii) the Warrants, (iii) the Warrant Shares and (iv) and any equity securities issued or issuable directly or indirectly with respect to any such securities referred to in (i), (ii) and (iii) above by way of conversion or exchange thereof or share dividend or share split or in connection with a combination of shares, recapitalization, reclassification, merger, amalgamation, arrangement, consolidation or other reorganization; provided that, any securities constituting Registrable Securities will cease to be Registrable Securities when (a) such securities are sold in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of the securities, (b) with respect to Registrable Securities held by any Holder other than a Designated Holder, such securities are sold pursuant to an effective Registration Statement or are eligible to be sold without volume or manner of sale restrictions pursuant to Rule 144 or (c) with respect to Registrable Securities held by a Designated Holder, such securities are sold pursuant to an effective Registration Statement or pursuant to Rule 144.

(u) “Registration Statement” means any registration statement of the Company under the Securities Act that permits the public offering of any of the Registrable Securities pursuant to the provisions of this Agreement, including the prospectus, amendments and supplements to such registration statement, all exhibits, all material incorporated by reference or deemed to be incorporated by reference in such registration statements and all other documents filed with the SEC to effect a registration under the Securities Act.

(v) “Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.

(w) “Rule 144A” means Rule 144A promulgated by the SEC under the Securities Act.

(x) “Rule 405” means Rule 405 promulgated by the SEC under the Securities Act.

(y) “Rule 415” means Rule 415 promulgated by the SEC under the Securities Act.

(z) “SEC” means the U.S. Securities and Exchange Commission.

(aa) “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

(bb) “Selling Holder” means a Holder that holds Registrable Securities registered (or to be registered) on a Registration Statement.

(cc) “Selling Expenses” means all underwriting discounts, selling commissions and transfer taxes applicable to the sale of Registrable Securities hereunder.

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(dd) “Shareholder Agreement” means the Shareholder Agreement, dated as of May 7, 2013, between the Company and ING Group, to which this Agreement is attached as Annex A.

(ee) “Shelf Registration Statement” means a Registration Statement that contemplates offers and sales of securities pursuant to Rule 415.

(ff) “Short-Form Registration Statement” means Form S-3 or any successor or similar form of registration statement pursuant to which the Company may incorporate by reference its filings under the Exchange Act made after the date of effectiveness of such registration statement.

(gg) “Suspension” has the meaning set forth in Section 2.9.

(hh) “Underwritten Offering” means a discrete registered offering of securities conducted by one or more underwriters pursuant to the terms of an underwriting agreement.

1.2 Interpretation.

(a) The words “hereto”, “hereunder”, “herein”, “hereof” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement, unless expressly stated otherwise herein.

(b) Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed followed by the words “without limitation.”

(c) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms.

(d) “Writing”, “written” and comparable terms refer to printing, typing, and other means of reproducing words (including electronic media) in a visible form.

(e) All references to “$” or “dollars” mean the lawful currency of the United States of America.

(f) The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(g) Except as expressly stated in this Agreement, all references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and in the case of statutes, include any rules and regulations promulgated under the statute) and to any successor to such statute, rule or regulation.

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Article 2

REGISTRATION RIGHTS

2.1 Shelf Registration.

(a) Filing. At any time after the date that is one year following the date hereof (or, if sooner, the date on which the Company first becomes eligible to use a Short Form Registration Statement as a Shelf Registration Statement), upon the written request of any Holder, the Company shall promptly (but no later than 45 days after the receipt of such request) file with the SEC a Shelf Registration Statement (which, if permitted, shall be an “automatic shelf registration statement” as defined in Rule 405) relating to the offer and sale by such holder of all or part of the Registrable Securities. If at any time while Registrable Securities are outstanding, the Company files any Shelf Registration Statement for its own benefit or for the benefit of holders of any of its securities other than the Holders, the Company shall use its reasonable best efforts to include in such Shelf Registration Statement such disclosures as may be required under the Securities Act to ensure that the Holders may sell their Registrable Securities pursuant to such Shelf Registration Statement through the filing of a prospectus supplement rather than a post-effective amendment.

(b) Effectiveness. The Company shall use its reasonable best efforts to (i) cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after such Shelf Registration Statement is filed and (ii) keep such Shelf Registration Statement (or a replacement Shelf Registration Statement) continuously effective and in compliance with the Securities Act and usable for the resale of Registrable Securities until such time as there are no Registrable Securities remaining.

(c) Sales by Holders. The plan of distribution contained in the Shelf Registration Statement referred to in this Section 2.1 (or related prospectus supplement) shall be determined by ING Group, if any member of the ING Affiliated Group is a requesting Holder for such Shelf Registration Statement, or otherwise by the other requesting Holder or Holders. Each Holder shall be entitled to sell Registrable Securities pursuant to the Shelf Registration Statement referred to in this Section 2.1 from time to time and at such times as such Holder shall determine. Such Holder shall promptly advise the Company of its intention so to sell Registrable Securities pursuant to the Shelf Registration Statement.

(d) Underwritten Offering. If any Holder intends to sell Registrable Securities pursuant to the Shelf Registration Statement referred to in this Section 2.1 through an Underwritten Offering, the Company shall take all steps to facilitate such an offering, including the actions required pursuant to Section 2.6 and Section 3, as appropriate; provided, that the Company will not be required to facilitate such Underwritten Offering unless so requested by ING Group and unless the expected aggregate gross proceeds from such offering are at least $50 million.

2.2 Demand Registrations.

(a) Right to Request Additional Demand Registrations. At any time after the expiration of the ING Group Lock-Up Agreement, any Holder may, by providing a written

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request to the Company, request to sell all or part of the Registrable Securities pursuant to a Registration Statement separate from a Shelf Registration Statement (a “Demand Registration”). Each request for a Demand Registration shall specify the kind and aggregate amount of Registrable Securities to be registered and the intended methods of disposition thereof (which, if not specified, shall be by way of Underwritten Offering). Promptly after its receipt of a request for a Demand Registration (but in any event within 10 days), the Company will give written notice of such request to all other Holders. Within 30 days after the date the Company has given the Holders notice of the request for Demand Registration, the Company shall register, in accordance with this Agreement, all Registrable Securities that have been requested to be registered in the request for Demand Registration and that have been requested by any other Holders by written notice to the Company within 15 days after the Company has given the Holders notice of the request for Demand Registration; provided, that the Company will not be required to effect a Demand Registration unless the expected aggregate gross proceeds from the offering of the Registrable Securities to be registered in connection with such Demand Registration are at least $50 million.

(b) Limitations on Demand Registrations. Subject to Section 2.2(a) and this Section 2.2(b), any Holder will be entitled to request an unlimited number of Demand Registrations. Any Holder shall be entitled to participate in a Demand Registration initiated by any other Holder. The Company will not be obligated to effect more than one Demand Registration which, for the avoidance of doubt, shall be in addition to any registration on a Shelf Registration Statement in any six-month period.

(c) Withdrawal. A Holder may, by written notice to the Company, withdraw its Registrable Securities from a Demand Registration at any time prior to the effectiveness of the applicable Registration Statement. Upon receipt of notices from all applicable Holders to such effect, the Company shall cease all efforts to seek effectiveness of the applicable Registration Statement.

2.3 Priority. If a registration pursuant to Section 2.1 or 2.2 above is an Underwritten Offering and the managing underwriters of such proposed Underwritten Offering advise the Holders in writing that, in their opinion, the number of securities requested to be included in such Underwritten Offering exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the number of securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders; second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of the Company; and finally, the number of Registrable Securities of any Holders that have been requested to be included therein shall be reduced, pro rata based on the number of Registrable Securities owned by each such Holder, in each case to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriters.

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2.4 Piggyback Registrations.

(a) Piggyback Request. Whenever the Company proposes to register any of its securities under the Securities Act or equivalent non-U.S. securities laws (other than (i) in the IPO, (ii) pursuant to a Demand Registration, (iii) pursuant to a registration statement on Form S-4 or any similar or successor form or (iv) pursuant to a registration solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement), and the registration form to be filed may be used for the registration or qualification for distribution of Registrable Securities, the Company will give prompt written notice to all Holders of its intention to effect such a registration (but in no event less than 20 days prior to the proposed date of filing of the applicable Registration Statement) and, subject to Section 2.4(c), will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the date the Company’s notice is given to such Holders (a “Piggyback Registration”). There shall be no limitation on the number of Piggyback Registrations that the Company shall be required to effect under this Section 2.4.

(b) Withdrawal and Termination. Any Holder that has made a written request for inclusion in a Piggyback Registration may withdraw its Registrable Securities from such Piggyback Registration by giving written notice to the Company on or before the fifth day prior to the planned effective date of such Piggyback Registration. The Company may, without prejudice to the rights of Holders to request a registration pursuant to Section 2.1 or 2.2 hereof, terminate or withdraw any registration under this Section 2.4 prior to the effectiveness of such registration, whether or not any Holder has elected to include Registrable Securities in such registration, and, except for the obligation to pay or reimburse Registration Expenses, the Company will have no liability to any Holder in connection with such termination or withdrawal.

(c) Priority of Piggyback Registrations. If the managing underwriters advise the Company and Holders of Registrable Securities in writing that, in their opinion, the number of securities requested to be included in an Underwritten Offering to be effected pursuant to a Piggyback Registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced pro rata based, in the case of the Holders, on the number of Registrable Securities owned by each Holder, and in the case of the Company, the number of securities to be sold for the account of the Company, to the extent necessary to reduce the total number of Registrable Securities to be included in such offering to the number recommended by the managing underwriters. No registration of Registrable Securities effected pursuant to a request under this Section 2.4 shall be deemed to have been effected pursuant to Sections 2.1 or 2.2 or shall relieve the Company of its obligations under Sections 2.1 or 2.2.

2.5 Lock-up Agreements. Each of the Company and the Holders agrees, upon notice from the managing underwriters in connection with any registration for an Underwritten Offering of the Company’s securities (other than pursuant to a registration statement on Form S-4 or any similar or successor form or pursuant to a registration solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement), not to effect (other than pursuant to such registration) any public sale

7

or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the managing underwriters during such period as reasonably requested by the managing underwriters (but in no event longer than the seven days before and the 90 days after the pricing of such Underwritten Offering); provided, that such restrictions shall not apply in any circumstance to (i) securities acquired by a Holder in the public market subsequent to the IPO, (ii) distributions-in-kind to a Holder’s limited or other partners, members, shareholders or other equity holders, (iii) transfers by a member of the ING Affiliated Group to another member of the ING Affiliated Group. Notwithstanding the foregoing, no holdback agreements of the type contemplated by this Section 2.5 shall be required of Holders (A) unless each of the Company’s directors, executive officers and holders of 5% or more of the outstanding Common Stock agrees to be bound by a substantially identical holdback agreement for at least the same period of time; or (B) that restricts the offering or sale of Registrable Securities pursuant to a Demand Registration.

2.6 Registration Procedures. If and whenever the Company is required to effect the registration of any Registrable Securities pursuant to this Agreement, the Company shall use its reasonable best efforts to effect and facilitate the registration, offering and sale of such Registrable Securities in accordance with the intended method of disposition thereof as promptly as is practicable, and the Company shall as expeditiously as possible:

(a) prepare and file with the SEC (within 30 days after the date on which the Company has given Holders notice of the request for Demand Registration) a Registration Statement with respect to such Registrable Securities, make all required filings required in connection therewith and thereafter and (if the Registration Statement is not automatically effective upon filing) use its reasonable best efforts to cause such Registration Statement to become effective; provided that before filing a Registration Statement or any amendments or supplements thereto, the Company will furnish to Holders’ Counsel for such registration copies of all such documents proposed to be filed, which documents will be subject to review of such counsel at the Company’s expense, and give the Holders participating in such registration an opportunity to comment on such documents and keep such Holders reasonably informed as to the registration process; provided, further, that if the Board of Directors determines in its good faith judgment that registration at the time would require the inclusion of pro forma financial or other information, which requirement the Company is reasonably unable to comply with, then the Company may defer the filing (but not the preparation) of the Registration Statement which is required to effect the applicable registration for a reasonable period of time (but not in excess of 45 days).

(b) (i) prepare and file with the SEC such amendments and supplements to any Registration Statement as may be necessary to keep such Registration Statement effective for a period of either (A) not less than 6 months or, if such Registration Statement relates to an Underwritten Offering in the case of a Demand Registration, such longer period as in the opinion of counsel for the managing underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer or the maximum period of time permitted by the Securities Act in the case of a Shelf Registration Statement, or

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(B) such shorter period ending when all of the Registrable Securities covered by such Registration Statement have been disposed of (but in any event not before the expiration of any longer period required under the Securities Act) and (ii) to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement;

(c) furnish to each Selling Holder such number of copies, without charge, of any Registration Statement, each amendment and supplement thereto, including each preliminary prospectus, final prospectus, all exhibits and other documents filed therewith and such other documents as such Selling Holder may reasonably request including in order to facilitate the disposition of the Registrable Securities owned by such Selling Holder;

(d) use its reasonable best efforts to register or qualify any Registrable Securities under such other securities or blue sky laws of such jurisdictions as any Selling Holder, and the managing underwriters, if any reasonably request and do any and all other acts and things that may be necessary or reasonably advisable to enable such Selling Holder and each underwriter, if any, to consummate the disposition of the seller’s Registrable Securities in such jurisdictions (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);

(e) use its reasonable best efforts to cause all Registrable Securities covered by any Registration Statement to be registered with or approved by such other governmental agencies, authorities or self-regulatory bodies as may be necessary or reasonably advisable in light of the business and operations of the Company to enable the Selling Holders to consummate the disposition of such Registrable Securities in accordance with the intended method or methods of disposition thereof;

(f) during any time when a prospectus relating thereto is required to be delivered under the Securities Act, promptly notify each Selling Holder and Holder’s Counsel upon discovery that, or upon the discovery of the happening of any event as a result of which, the prospectus contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in light of the circumstances under which they were made and, as promptly as practicable, prepare and furnish to such Selling Holders a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made;

(g) promptly notify each Selling Holder and Holders’ Counsel (i) when the Registration Statement, any prospectus supplement or any post-effective amendment to the Registration Statement has been filed and, with respect to such Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any written comments by the SEC or of any request by the SEC for amendments or supplements to such Registration Statement or to amend or to supplement any prospectus contained therein or for additional information, and (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceedings for any of such purposes;

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(h) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed or, if no similar securities issued by the Company are then listed on any securities exchange, use its reasonable best efforts to cause all such Registrable Securities to be listed on the New York Stock Exchange;

(i) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such Registration Statement, and, if required, obtain a CUSIP number for such Registrable Securities not later than such effective date;

(j) enter into such customary agreements (including underwriting agreements with customary provisions in such forms as may be requested by the managing underwriters) and take all such other actions as the Selling Holders or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, effecting a share split or a combination of shares);

(k) make available for inspection by any Selling Holder, Holders’ Counsel, any underwriter participating in any disposition pursuant to the applicable Registration Statement and any attorney, accountant or other agent retained by any such Selling Holder or underwriter, all financial and other records, pertinent corporate documents and documents relating to the business of the Company reasonably requested by such Selling Holder, cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such Selling Holder, Holders’ Counsel, underwriter, attorney, accountant or agent in connection with such Registration Statement and make senior management of the Company available for customary due diligence and drafting activity; provided, that any such Person gaining access to information or personnel pursuant to this Section 2.6(k) shall (i) reasonably cooperate with the Company to limit any resulting disruption to the Company’s business and (ii) agree to use reasonable efforts to protect the confidentiality of any information regarding the Company which the Company determines in good faith to be confidential, and of which determination such Person is notified, unless (A) the release of such information is requested or required by deposition, interrogatory, requests for information or documents by a governmental entity, subpoena or similar process, (B) such information is or becomes publicly known without a breach of this Agreement, (C) such information is or becomes available to such Person on a non-confidential basis from a source other than the Company or (D) such information is independently developed by such Person;

(l) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the applicable Registration Statement, which earnings statement will satisfy the provisions of Section 11(a) of the U.S. Securities Act (including, at the Company’s option, Rule 158 thereunder);

(m) in the case of an Underwritten Offering, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriters or any

10

Selling Holder reasonably requests to be included therein, the purchase price being paid therefor by the underwriters and any other terms of the Underwritten Offering of the Registrable Securities to be sold in such offering, and promptly make all required filings of such prospectus supplement or post-effective amendment;

(n) in the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related prospectus or ceasing trading of any securities included in such Registration Statement for sale in any jurisdiction, use every reasonable effort to promptly obtain the withdrawal of such order;

(o) make senior management of the Company available to assist to the extent requested by the managing underwriters of any Underwritten Offering to be made pursuant to such registration in the marketing of the Registrable Securities to be sold in the Underwritten Offering, including the participation of such members of the Company’s senior management in “road show” presentations and other customary marketing activities, including “one-on-one” meetings with prospective purchasers of the Registrable Securities to be sold in the Underwritten Offering, and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto, in each case to the same extent as if the Company were engaged in a primary registered offering of its Common Stock;

(p) obtain all consents of independent public accountants required to be included in the Registration Statement and, in connection with each offering and sale of Registrable Securities, obtain one or more comfort letters, addressed to the underwriters and to the Selling Holders, dated the effective date of the Registration Statement (and, in the case of each Underwritten Offering, dated the date of each closing under the underwriting agreement for such offering), signed by the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters as the underwriters or ING Group, if any member of the ING Affiliated Group is Selling Holder in such offering, or otherwise by the Holders of a majority of the Registrable Securities being sold in such offering, reasonably request;

(q) provide all legal opinions from Company Outside Counsel required to be included in the Registration Statement, and, in connection with each closing of a sale of Registrable Securities, provide legal opinions from Company Outside Counsel, addressed to the underwriters and the Selling Holders, dated the effective date of each Registration Statement and each amendment and supplement thereto (and, if such registration includes an Underwritten Offering, dated the date of the closing under the underwriting agreement), with respect to the Registration Statement, each amendment and supplement thereto (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature; and

(r) use its reasonable best efforts to take or cause to be taken all other actions, and do and cause to be done all other things necessary or reasonably advisable in the opinion of Holders’ Counsel to effect the registration, marketing and sale of such Registrable Securities.

The Company agrees not to file or make any amendment to any Registration Statement with respect to any Registrable Securities, or any amendment of or supplement to the prospectus

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used in connection therewith, that refers to any Holder covered thereby by name, or otherwise identifies such Holder as the holder of any securities of the Company, without the consent of such Holder, such consent not to be unreasonably withheld or delayed, unless and to the extent such disclosure is required by law. The Company may require each Holder of Registrable Securities as to which any registration is being effected to furnish the Company with such information regarding such Holder and pertinent to the disclosure requirements relating to the registration and the distribution of such securities as the Company may from time to time reasonably request in writing.

2.7 Registration Expenses. Whether or not any Registration Statement is filed or becomes effective, the Company shall pay directly or promptly reimburse all costs, fees and expenses incident to the Company’s performance of or compliance with this Agreement, including (i) all registration and filing fees, (ii) all fees and expenses associated with filings to be made with any securities exchange or with any other governmental or quasi-governmental authority; (iii) all fees and expenses of compliance with securities or blue sky laws, including reasonable fees and disbursements of counsel in connection therewith, (iv) all printing expenses (including expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is requested by the Holders or the managing underwriters, if any), (v) all “road show” expenses incurred in respect of any Underwritten Offering, including all costs of travel, lodging and meals, (vi) all messenger, telephone and delivery expenses, (vii) all fees and disbursements of Company Outside Counsel, (viii) all fees and disbursements of all independent certified public accountants of the Company (including expenses of any “cold comfort” letters required in connection with this Agreement) and all other persons retained by the Company in connection with such Registration Statement, (ix) all reasonable fees and disbursements of underwriters (other than Selling Expenses) customarily paid by the issuers or sellers of securities and, (x) all other costs, fees and expenses incident to the Company’s performance or compliance with this Agreement (all such expenses, “Registration Expenses”). The Selling Holders shall be responsible for the fees and expenses of Holders’ Counsel and Selling Expenses. The Company will, in any event, pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit or quarterly review and the expenses of any liability insurance. The Company shall have no obligation to pay any Selling Expenses.

2.8 Underwritten Offering.

(a) No Holder may participate in any registration hereunder that is an Underwritten Offering unless such Holder (i) agrees to sell its Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriters; provided, that no Holder will be required to sell more than the number of Registrable Securities that such Holder has requested the Company to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (iii) cooperates with the Company’s reasonable requests in connection with such registration or qualification (it being understood that the Company’s failure to perform its obligations hereunder, which failure is

12

caused by such Holder’s failure to cooperate, will not constitute a breach by the Company of this Agreement); provided that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (A) such Holder’s ownership of Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances created by such Holder, (B) such Holder’s power and authority to effect such transfer, and (C) such matters pertaining to such Holder’s compliance with securities laws as reasonably may be requested; provided, further that any obligation of such Holder to indemnify any Person pursuant to any underwriting agreement shall be several, not joint and several, among such Holders selling Registrable Securities, and such liability shall be limited to the net amount received by such Holder, as applicable, from the sale of Registrable Securities pursuant to such registration (which amounts shall include the amount of cash or the fair market value of any assets in exchange for the sale or exchange of such Registrable Securities or that are the subject of a distribution), and the relative liability of each such Holder shall be in proportion to such net amounts.

2.9 Suspension of Registration. In the event of a Material Disclosure Event at the time of the filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, the Company may, upon giving at least 10 days’ prior written notice of such action to the Holders delay the filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”); provided, however, that, the Company shall not be permitted to exercise a Suspension (i) more than twice during any 12-month period, (ii) for a period exceeding 60 days on any one occasion, (iii) unless for the full period of the Suspension, the Company does not offer or sell securities for its own account, does not permit registered sales by any holder of its securities and prohibits offers and sales by its directors and officers, or (iv) at any time within seven days prior to the anticipated pricing of an Underwritten Offering pursuant to a Demand Registration or within 35 days after the pricing of such an Underwritten Offering. In the case of a Suspension, the Holders will suspend use of the applicable prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. In connection with a Demand Registration, prior to the termination of any Suspension, the Holder that made the request for Demand Registration will be entitled to withdraw its Demand Notice. Upon receipt of notices from all Holders of Registrable Securities included in such Registration Statement to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. The Company shall immediately notify the Holders upon the termination of any Suspension.

2.10 Indemnification.

(a) The Company agrees to indemnify and hold harmless to the fullest extent permitted by law, each Holder, any Person who is or might be deemed to be a controlling person of the Company or any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, their respective direct and indirect general and limited partners, advisory board members, directors, officers, trustees, managers, members, agents, Affiliates and shareholders, and each other Person, if any, who controls any such Holder or controlling person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each such person being referred to herein as a “Covered Person”) against, and pay and reimburse such Covered Persons for any losses, claims, damages, liabilities, joint or several, to which such Covered Person may become subject under the Securities Act, the

13

Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue or alleged untrue statement of material fact contained or incorporated by reference in any Registration Statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any document incorporated by reference therein, or any other such disclosure document (including reports and other documents filed under the Exchange Act and any document incorporated by reference therein) or other document or report, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities laws applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, and the Company will pay and reimburse such Covered Persons for any legal or any other expenses actually and reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, liability, action or proceeding; provided, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement, or omission or alleged omission, made or incorporated by reference in such Registration Statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or any document incorporated by reference therein, or any other such disclosure document (including reports and other documents filed under the Exchange Act and any document incorporated by reference therein) or other document or report, or in any application in reliance upon, and in conformity with, written information prepared and furnished to the Company by such Covered Person expressly for use therein. In connection with an Underwritten Offering, the Company, if requested, will indemnify the underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Covered Persons and in such other manner as the underwriters may request in accordance with their standard practice.

(b) In connection with any Registration Statement in which a Holder or is participating, each such Holder will indemnify and hold harmless the Company, its directors and officers, employees, agents and any Person who is or might be deemed to be a controlling person of the Company or any of its subsidiaries within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any losses, claims, damages, liabilities, joint or several, to which such Holder or any such director or officer, any such underwriter or controlling person may become subject under the Securities Act, the Exchange Act, any state blue sky securities laws, any equivalent non-U.S. securities laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue or alleged untrue statement of material fact contained in the Registration Statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or in any application or (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is made in such Registration Statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with written information prepared and furnished to the Company by such Holder expressly for use

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therein, and such Holder will reimburse the Company and each such director, officer, underwriter and controlling Person for any legal or any other expenses actually and reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, liability, action or proceeding; provided, that the obligation to indemnify and hold harmless will be individual and several to each Holder and will be limited to the net amount of proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement.

(c) Any Person entitled to indemnification hereunder shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification; provided, that any delay or failure to so notify the indemnifying party shall relieve the indemnifying party of its obligations hereunder only to the extent, if at all, that it is actually and materially prejudiced by reason of such delay or failure. The indemnifying party shall have the right, exercisable by giving written notice to an indemnified party promptly after the receipt of written notice from such indemnified party of such claim or proceeding, to assume, at the indemnifying party’s expense, the defense of any such claim or proceeding, with counsel reasonably acceptable to such indemnified party; provided, that (i) any indemnified party shall have the right to select and employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (A) the indemnifying party has agreed in writing to pay such fees or expenses, (B) the indemnifying party shall have failed to assume the defense of such claim within a reasonable time after receipt of notice of such claim or fails to employs counsel reasonably satisfactory to such indemnified party or to pursue the defense of such claim in a reasonably vigorous manner or (C) the named parties to any proceeding (including impleaded parties) include both such indemnified and the indemnifying party, and such indemnified party has reasonably concluded (based upon advice of its counsel) that there may be legal defenses available to it that are inconsistent with those available to the indemnifying party or that a conflict of interest is likely to exist among such indemnified party and any other indemnified parties (in which case the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party); and (ii) subject to clause (C) above, the indemnifying party shall not, in connection with any one such claim or proceeding or separate but substantially similar or related claims or proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firms of attorneys (together with appropriate local counsel) at any time for all of the indemnified parties, or for fees and expenses that are not reasonable. Whether or not the indemnifying party assumes the defense, the indemnifying party shall not have the right to settle such action without the consent of the indemnified party. No indemnifying party shall consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of an unconditional release from all liability in respect to such claim or litigation.

(d) If the indemnification provided for in this Section 2.10 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party thereunder, will contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand

15

and of the indemnified party on the other hand in connection with the statements or omissions which resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable considerations. The relevant fault of the indemnifying party and the indemnified party will be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Notwithstanding the foregoing, the amount any Holder will be obligated to contribute pursuant to this Section 2.10(d) will be limited to an amount equal to the net proceeds to such Holder from the Registrable Securities sold pursuant to the Registration Statement which gives rise to such obligation to contribute (less the aggregate amount of any damages which the Holder has otherwise been required to pay in respect of such loss, claim, damage, liability or action or any substantially similar loss, claim, damage, liability or action arising from the sale of such Registrable Securities). 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.

(e) The indemnification provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and will survive the registration and sale of any securities by any Person entitled to any indemnification hereunder and the expiration or termination of this Agreement.

2.11 Conversion of Other Securities. If any Holder that is a member of the ING Affiliated Group offers any options, rights, warrants or other securities issued by it or any other member of the ING Affiliated Group that are offered with, convertible into or exercisable or exchangeable for any Registrable Securities, the Registrable Securities underlying such options, rights, warrants or other securities shall be eligible for registration pursuant to Sections 2.1 and 2.4 hereof.

2.12 Rule 144; Rule 144A. The Company shall use its reasonable best efforts to file in a timely fashion all reports and other documents required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as the Holders may reasonably request, all to the extent required by the SEC as a condition to the availability of Rule 144, Rule 144A or any similar rule or regulation hereafter adopted by the SEC under the Securities Act.

2.13 Transfer of Registration Rights. Any member of the ING Affiliated Group may transfer all or any portion of its rights under this Agreement to any transferee of Registrable Securities constituting not less than 10% of the outstanding shares of Common Stock of the Company. Any transfer of registration rights pursuant to this Section 2.13 from any member of the ING Affiliated Group to any Person that is not a member of the ING Affiliated Group shall be effective upon receipt by the Company of written notice from the transferor stating the name and address of the transferee and identifying the amount of Registrable Securities with respect to which rights under this Agreement are being transferred.

2.14 Sales of the Warrants. ING Group and the Company agree that, prior to any sale of Warrants by a member of the ING Affiliated Group to a purchaser outside of the ING Affiliated Group, they shall implement revisions to such Warrants to permit the transferability of such Warrants, including entering into a warrant agreement and appointing a warrant agent.

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Article 3

PROVISIONS APPLICABLE TO ALL DISPOSITIONS OF REGISTRABLE SECURITIES BY ING GROUP

3.1 Underwriter Selection. In any public or private offering of Registrable Securities in which a member of the ING Affiliated Group is a Selling Holder, other than pursuant to a Piggyback Registration, ING Group shall have the sole right to select the managing underwriters to arrange such Underwritten Offering, which may include any Affiliate of ING Group.

3.2 Cooperation with Sales. In addition to the provisions of Section 2.6 hereof, applicable to sales of Registrable Securities pursuant to a registration, in connection with any sale or disposition of Registrable Securities by ING Group, the Company shall provide full cooperation, including:

(a) providing access to employees, management and company records to any purchaser or potential purchaser, and to any underwriters, initial purchasers, brokers, dealers or agents involved in any sale or disposition, subject to entry into customary confidentiality arrangements;

(b) participation in road shows, investor and analyst meetings, conference calls and similar activities;

(c) using reasonable best efforts to obtain customary auditor comfort letters and legal opinions;

(d) entering into customary underwriting and other agreements;

(e) using reasonable best efforts to obtain any regulatory approval or relief necessary for any proposed sale or disposition; and

(f) filling of registration statements with the SEC or with other authorities or making other regulatory or similar filings necessary or advisable in order to facilitate any sale or disposition.

3.3 Expenses of Offerings. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for any expenses associated with any sale of Registrable Securities by ING Group, except for the fees and expenses of Holders’ Counsel and Selling Expenses.

3.4 Further Assurances. The Company shall use its reasonable best efforts to cooperate with and facilitate, and shall not interfere with, the disposition by ING Group of its holdings of Registrable Securities.

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Article 4

MISCELLANEOUS

4.1 Term. This Agreement shall terminate upon such time as no Registrable Securities remain outstanding, except for the provisions of Sections 2.7, 2.10 and this Article 4 which shall survive such termination.

4.2 Other Holder Activities. Notwithstanding anything in this Agreement, none of the provisions of this Agreement shall in any way limit a Holder or any of its Affiliates from engaging in any brokerage, investment advisory, financial advisory, financing, asset management, trading, market making, arbitrage, investment activity and other similar activities conducted in the ordinary course of their business.

4.3 No Inconsistent Agreements.

(a) The Company represents and warrants that it has not entered into and covenants and agrees that it will not enter into, any agreement with respect to its securities which is inconsistent with or violates the rights granted to the Holders of Registrable Securities in this Agreement.

(b) To the extent any portion of this Agreement conflicts, or is inconsistent, with the Shareholder Agreement, the Shareholder Agreement shall control.

4.4 Amendments and Waivers. Except as otherwise provided herein, the provisions of this Agreement may be amended or waived only by written agreement executed by the Company and ING Group, or if no member of the ING Affiliated Group is a Holder, the Holders of a majority of the Registrable Securities.

4.5 No Third Party Beneficiaries. Except as set forth in Section 2.10, nothing in this Agreement shall convey any rights upon any person or entity which is not a party or a successor or permitted assignee of a party to this Agreement.

4.6 Entire Agreement. This Agreement, together with the Shareholder Agreement, constitutes the sole and entire agreement among the parties with respect to the subject matter of this Agreement, and supersede all prior representations, agreements and understandings, written or oral, with respect to the subject matter hereof and thereof.

4.7 Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law. To the extent that any such provision is so held to be invalid, illegal or unenforceable, the parties shall in good faith use commercially reasonable efforts to find and effect an alternative means to achieve the same or substantially the same result as that contemplated by such provision.

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4.8 Counterparts. This Agreement may be signed in any number of identical counterparts, each of which shall be deemed an original (including signatures delivered via facsimile or electronic mail) with the same effect as if the signatures thereto and hereto were upon the same instrument. The parties hereto may deliver this Agreement by facsimile or by electronic mail and each party shall be permitted to rely upon on the signatures so transmitted to the same extent and effect as if they were original signatures.

4.9 Remedies; Attorney’s Fees.

(a) The parties hereby expressly recognize and acknowledge that immediate, extensive and irreparable damage would result, no adequate remedy at law would exist and damages would be difficult to determine in the event that any provision of this Agreement is not performed in accordance with its specific terms or otherwise breached. Therefore, in addition to, and not in limitation of, any other remedy available to any party, except as otherwise expressly provided herein, an aggrieved party under this Agreement shall be entitled to specific performance of the terms hereof and immediate injunctive relief, without the necessity of proving the inadequacy of money damages as a remedy. Neither party shall be required to obtain or furnish any bond or similar instrument in connection with or as a condition to obtaining or seeking any such remedy. For the avoidance of doubt, nothing in this Agreement shall diminish the availability of specific performance of the obligations under this Agreement or any other injunctive relief.

(b) Such remedies, and any and all other remedies provided for in this Agreement, shall be cumulative in nature and not exclusive and shall be in addition to any other remedies whatsoever which any party may otherwise have. Each of the parties hereby acknowledges and agrees that it may be difficult to prove damages with reasonable certainty, that it may be difficult to procure suitable substitute performance, and that injunctive relief and/or specific performance will not cause an undue hardship to the parties. Each Party hereby further agrees that in the event of any action by the other party for specific performance or injunctive relief, it will not assert that a remedy at law or other remedy would be adequate or that specific performance or injunctive relief in respect of such breach or violation should not be available on the grounds that money damages are adequate or any other grounds.

4.10 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS AND DUTIES OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

4.11 CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL. Each party to this Agreement hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the State of New York for any actions, suits or proceedings arising out of relating to this Agreement and the transactions contemplated thereby; provided, that such consent to jurisdiction is solely for the purpose referred to in this Section 4.11 and shall not be deemed to be a general submission to the jurisdiction of said courts or in the State of New York other than for such purpose. Each of the parties hereby agrees not commence any such action, suit or proceeding other than before one of the above-named courts. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES TO THE FULLEST EXTENT

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PERMITTED BY LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

4.12 Notice.

(a) Unless otherwise provided in this Agreement, all notices and other communications provided for hereunder shall be dated and in writing and shall be deemed to have been given (i) when delivered, if delivered personally, sent by confirmed telecopy or sent by registered or certified mail, return receipt requested, postage prepaid, provided that such delivery is completed during normal business hours of the recipient, failing which such notice shall be deemed to have been given on the next Business Day, (ii) on the next Business Day if sent by overnight courier and delivered on such Business Day within ordinary business hours and, if not, the next Business Day following delivery; and (iii) when received, if received during normal business hours and, if not, the next Business Day after receipt, if delivered by means other than those specified above. Such notices shall be delivered to the address set forth below, or to such other address as a Party shall have furnished to the other Party in accordance with this Section.

If to ING Group, to:

ING Groep N.V.

Bijlmerplein 888

1102 MG Amsterdam Zuidoost

The Netherlands

Attention: General Counsel

Fax: +31 (0) 20 576 0950

with a copy to:

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

Attention: Robert G. DeLaMater

E-mail: delamaterr@sullcrom.com

Fax: 212 291 9037

If to the Company:

ING U.S., Inc.

230 Park Avenue

New York NY 10169

Attention: Executive Vice President and Chief Legal Officer

e-mail: bridget.healy@us.ing.com

Fax: 212 309 6581

[Signature Page Follows]

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In witness whereof, the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first above written.

ING U.S., INC.
By:	/s/ Alain M. Karaoglan
	Name:	Alain M. Karaoglan
	Title:	Executive Vice President and Chief Operating Officer
By:	/s/ Ewout L. Steenbergen
	Name:	Ewout L. Steenbergen
	Title:	Executive Vice President and Chief Financial Officer
ING GROEP N.V.
By:	/s/ Jan H.M. Hommen
	Name:	Jan H.M. Hommen
	Title:	Managing Director
By:	/s/ Willem F. Nagel
	Name:	Willem F. Nagel
	Title:	Managing Director

[Signature Page to Registration Rights Agreement]

EX-99.1

Exhibit 99.1

WARRANT AGREEMENT

Dated May 7, 2013

between

ING U.S., INC.

and

COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A.

as Warrant Agent

TABLE OF CONTENTS

ARTICLE 1
DEFINITIONS
Section 1.01.	Certain Definitions	1
ARTICLE 2
ISSUANCE, EXECUTION AND TRANSFER OF WARRANTS
Section 2.01.	Issuance of Warrants	8
Section 2.02.	Execution and Authentication of Warrants	8
Section 2.03.	Form of Warrant Certificates	9
Section 2.04.	Transfer, Exchange and Substitution	9
Section 2.05.	Global Warrants	10
Section 2.06.	Surrender of Warrant Certificates; Cancellation	11
ARTICLE 3
EXERCISE AND SETTLEMENT OF WARRANTS
Section 3.01.	Exercise of Warrants	11
Section 3.02.	Procedure for Exercise	12
Section 3.03.	Automatic Exercise of Warrants	12
Section 3.04.	Settlement of Warrants	12
Section 3.05.	Delivery of Common Stock	13
Section 3.06.	Payments to the Company	13
Section 3.07.	No Fractional Shares to Be Issued	14
Section 3.08.	Acquisition of Warrants by Company	14
Section 3.09.	Direction of Warrant Agent	14
ARTICLE 4
EXERCISE OF WARRANTS IN CONNECTION WITH A DESIGNATED EVENT
Section 4.01.	Increase in Number of Shares Deliverable Upon Designated Event	15
Section 4.02.	Notice of Designated Event	15
Section 4.03.	Additional Shares	15
Section 4.04.	Cash Designated Event Settlement	16
ARTICLE 5
[RESERVED]
ARTICLE 6
ADJUSTMENTS
Section 6.01.	Adjustments to Exercise Price	17
Section 6.02.	Adjustments to Number of Shares	22

-i-

Section 6.03.	Certain Distributions of Rights and Warrants	22
Section 6.04.	Shareholder Rights Plans	23
Section 6.05.	Discretionary Adjustments	23
Section 6.06.	Restrictions on Adjustments	24
Section 6.07.	Recapitalizations, Reclassifications and Other Changes	25
Section 6.08.	Consolidation, Merger and Sale of Assets	27
Section 6.09.	Common Stock Outstanding	27
Section 6.10.	Covenant to Reserve Shares for Issuance on Exercise	27
Section 6.11.	Company’s Determinations Final	28
Section 6.12.	Notice of Adjustments	28
Section 6.13.	Warrant Agent Not Responsible for Adjustments	28
Section 6.14.	Statements on Warrants	28
Section 6.15.	Public Announcement of Adjustments	29
Section 6.16.	Deferral of Adjustments	29
Section 6.17.	Limitations on Adjustment for Issuance of Common Stock or Preferred Stock	29
ARTICLE 7
OTHER PROVISIONS RELATING TO RIGHTS OF WARRANTHOLDERS
Section 7.01.	No Rights as Stockholders	29
Section 7.02.	Mutilated or Missing Warrant Certificates	30
Section 7.03.	Modification, Waiver and Meetings	30
ARTICLE 8
CONCERNING THE WARRANT AGENT AND OTHER MATTERS
Section 8.01.	Payments Generally	32
Section 8.02.	Payment of Certain Taxes	32
Section 8.03.	Certain Tax Filings	32
Section 8.04.	Change of Warrant Agent	32
Section 8.05.	Compensation; Further Assurances	33
Section 8.06.	Reliance on Counsel	34
Section 8.07.	Proof of Actions Taken	34
Section 8.08.	Correctness of Statements	34
Section 8.09.	Validity of Agreement	34
Section 8.10.	Use of Agents	34
Section 8.11.	Indemnification of Warrant Agent	34
Section 8.12.	Legal Proceedings	35
Section 8.13.	Other Transactions in Securities of the Company	35
Section 8.14.	Actions as Agent	35
Section 8.15.	Appointment and Acceptance of Agency	35
Section 8.16.	Liability of Warrant Agent	35
Section 8.17.	Successors and Assigns	36
Section 8.18.	Notices	36
Section 8.19.	Applicable Law	36
Section 8.20.	Benefit of this Warrant Agreement	37

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Section 8.21.	Registered Warrantholders	37
Section 8.22.	Inspection of this Warrant Agreement	37
Section 8.23.	Headings	37
Section 8.24.	Counterparts	37

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WARRANT AGREEMENT

This Warrant Agreement, dated May 7, 2013 (this “Warrant Agreement”), is between ING U.S., Inc., a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation and its wholly-owned subsidiary Computershare Trust Company, N.A., a federally chartered, limited purpose trust company (collectively, the “Warrant Agent”).

WITNESSETH THAT:

WHEREAS, the Company proposes to issue the Warrants described herein to purchase, in the aggregate, up to 26,050,846 shares of Common Stock of the Company upon the terms and conditions set forth herein

WHEREAS, initially the Warrants will be issued to ING Groep N.V., a corporation formed under the laws of The Netherlands (“ING Group”); and

WHEREAS, the Warrants and the shares of Common Stock issuable upon exercise of the Warrants will be freely transferable, subject to any registration requirements under the Securities Act and any applicable blue sky or foreign laws; and

WHEREAS, the Company desires that the Warrant Agent act on behalf of the Company, and the Warrant Agent is willing to act, in connection with the issuance, exchange, registration, transfer, substitution, exercise and cancellation of Warrants.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the Company and the Warrant Agent agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01. Certain Definitions. As used in this Warrant Agreement, the following terms shall have their respective meanings set forth below:

“$” and “Dollars” refers to such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“Adjustment Event” has the meaning set forth in Section 6.16.

“Agent Members” has the meaning set forth in Section 2.05(b).

“Applicable Price” means, for any Designated Event, (i) if the consideration paid to holders of Common Stock in connection with such Designated Event consists exclusively of Cash, the amount of such Cash per share of Common Stock, and (ii) in all other cases, the average of the last reported sale prices of Common Stock for the 10 consecutive Trading Days immediately preceding the Effective Date of such Designated Event.

“Authentication Order” means a written order for authentication and delivery of Warrants, signed in the name of the Company by any two officers, at least one of whom must be its Chairman, its Chief Executive Officer, its Chief Financial Officer, its Treasurer, an Assistant Treasurer, or its Controller, and delivered to the Warrant Agent.

“Board of Directors” means the board of directors of the Company or any committee of such board of directors duly authorized to exercise the power of such board of directors with respect to the matters provided for in this Warrant Agreement as to which the board of directors is authorized or required to act.

“Business Day” means any day other than (i) a Saturday or Sunday or (ii) a day on which the New York Stock Exchange is not required to be open.

“Calculation Period” with respect to any Warrant means the 10 consecutive Trading Day period beginning on and including the Trading Day immediately following the Exercise Date for such Warrant, except that if a Warrant is exercised at any time after the 11^th Scheduled Trading Day prior to the Expiration Date and until the Close of Business on the Expiration Date or upon a Cash Designated Event, then (i) the Warrant will be deemed to have been exercised the 11^th Trading Day immediately preceding the Expiration Date or the Effective Date of such Cash Designated Event, as the case may be, and (ii) the Calculation Period for such Warrant will commence on the 11^th Trading Day immediately preceding the Expiration Date or the Effective Date of such Cash Designated Event, as the case may be.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of the Company.

“Cash” means such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.

“Cash Designated Event” has the meaning set forth in Section 4.04.

“Certificated Warrant” means a Warrant represented by a Warrant Certificate, in definitive, fully registered form that is not a Global Warrant.

“Close of Business” means 5:00 p.m., New York City time.

“Closing Sale Price” with respect to the Common Stock or any other security means, as of any date, the last reported per share sales price of a share of Common Stock or such other security on such date (or, if no last reported sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices on such date) as reported on the NYSE, or, if the Common Stock or such other security is not listed on the NYSE, as reported by the principal United States national or regional securities exchange or quotation system on which the Common Stock or such other security is then listed or quoted; provided, however, that, in the absence of such quotations, the Board of Directors will make a good faith determination of the Closing Sale Price.

If, during a period applicable for calculating the Closing Sale Price, an issuance, distribution, subdivision, combination or other transaction or event occurs that requires an adjustment to the Exercise Price or Number of Shares pursuant to Article 6, the Closing Sale Price shall be calculated for such period in a manner determined by the Company in good faith to appropriately reflect the impact of such issuance, distribution, subdivision, combination or other transaction or event on the price of the Common Stock during such period.

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“Common Stock” means the common stock, par value $0.01 per share, of the Company authorized at the date of this Warrant Agreement or as such stock may be constituted from time to time. Subject to the provisions of Section 6.07 and Section 6.08, shares for which Warrants are exercisable shall include only shares of the class designated as Common Stock of the Company as of the date of this Warrant Agreement or shares of any class or classes resulting from any reclassification or reclassifications or change or changes thereof and that have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, and if at any time there shall be more than one such resulting class, the shares of each such class for which such Warrants are then exercisable shall be substantially in the proportion that the total number of shares of such class resulting from all such reclassifications or changes bears to the total number of shares of all such classes resulting from such reclassifications or changes.

“Company” has the meaning set forth in the preamble to this Warrant Agreement.

“Computershare” means Computershare Inc., a Delaware corporation.

“Daily Settlement Amount” means, for each exercised Warrant, on each of the 10 consecutive Trading Days during the related Calculation Period, one-tenth (1/10^th) of a number of shares (the “Daily Net Share Settlement Value”) equal to the product of (i) the Number of Shares and (ii) (A) the Daily VWAP of the Common Stock on such day, minus the applicable Exercise Price, divided by (B) such Daily VWAP. The Daily Net Share Settlement Value will be calculated to the nearest 1/10,000^th of a share.

“Daily VWAP” of the Common Stock (or any security that is part of the Reference Property, if applicable), in respect of any Trading Day, means the per share volume-weighted average price of the Common Stock (or such other security) as displayed under the heading “Bloomberg VWAP” on Bloomberg Page VOYA Equity AQR (or its equivalent successor if such page is not available, or the Bloomberg Page for any security that is part of the Reference Property, if applicable) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day, without regard to after-hours trading or any trading outside the regular trading session, or, if such volume-weighted average price is unavailable (or the Reference Property is not a security), the market value of one share of Common Stock (or other Reference Property) on such Trading Day as determined by the Board of Directors in good faith in a commercially reasonable manner, using a volume-weighted average price method (unless the Reference Property is not a security); provided that, in making a volume-weighted average price determination, the Board of Directors may rely conclusively on the determination of daily volume-weighted average price for such Trading Day made by an independent nationally recognized securities dealer selected by the Board of Directors.

“Depositary” means The Depository Trust Company, its nominees, and their respective successors.

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“Designated Event” means any of the following:

(i) any “person” or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act), other than a Designated Person has become the beneficial owner, directly or indirectly, of shares of the Company’s Voting Stock representing 50% or more of the total voting power of all outstanding classes of the Company’s Voting Stock;

(ii) the ING Affiliated Group becomes the beneficial owner of shares of the Company’s Voting Stock representing 80% or more of the total voting power of all outstanding classes of the Company’s Voting Stock;

(iii) the Company consolidates with, enters into a binding share exchange with, or merges with or into, another person or the Company sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets, or any person consolidates with, or merges with or into, the Company, in any such event, other than any transaction:

(A) pursuant to which the persons that beneficially owned, directly or indirectly, the shares of the Company’s Voting Stock immediately prior to such transaction beneficially own, directly or indirectly, shares of the Company’s Voting Stock representing at least a majority of the total voting power of all outstanding classes of Voting Stock of the surviving or transferee person, or of the parent entity of such surviving or transferee person, and such persons’ proportional voting power immediately after such transaction vis-à-vis each other with respect to the securities they receive in such transaction shall be in substantially the same proportions as their respective voting power vis-à-vis each other immediately prior to such transaction; or

(B) which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of the Common Stock solely into shares of common stock of the surviving entity; or

(iv) the holders of the Company’s Capital Stock approve any plan or proposal for the liquidation or dissolution of the Company.

The terms “beneficial owner” and “beneficially own” are used herein as defined in Rules 13d-3 and 13d-5 under the Exchange Act.

“Designated Person” means any member of the ING Affiliated Group, until the earlier of (i) such time as the members of the ING Affiliated Group cease to beneficially own, in aggregate, at least 25% of the outstanding Common Stock and (ii) January 1, 2017.

“Determination Date” has the meaning set forth in Section 6.16.

“Dividend Threshold Amount” means $0.01 per share of Common Stock per quarter in the case of regular Cash dividends, adjusted in a manner proportional to adjustments made to the Exercise Price other than pursuant to Section 6.01(d) and to account for any change in the frequency of payment of the regular Cash dividend of the Company, and $0.00 in all other cases.

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“Effective Date” has the meaning set forth in Section 4.01(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Ex-Date” means, with respect to any dividend or distribution, the first date on which the shares of Common Stock trade, regular way, on the relevant exchange or in the relevant market from which the sale price for such shares was obtained, without the right to receive such dividend or distribution.

“Exercise Date” has the meaning set forth in Section 3.02(b).

“Exercise Price” means initially $48.75 per share of Common Stock for which a Warrant is exercisable, subject to adjustment pursuant to Article 6.

“Expiration Date” means, for any Warrant, May 7, 2023, regardless of whether such date is a Trading Day.

“Global Warrant” means a Warrant in the form of a permanent global Warrant Certificate, in definitive, fully registered form.

“Global Warrant Legend” has the meaning set forth in Section 2.05(a).

“ING Affiliated Group” means ING Group and its direct and indirect subsidiaries (excluding the Company and its subsidiaries).

“ING Group” has the meaning set forth in the preamble to this Warrant Agreement.

“Market Disruption Event” means (i) a failure by the primary United States exchange or market on which shares of Common Stock are listed or admitted to trading to open for trading during its regular trading session or (ii) the occurrence or existence prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for shares of Common Stock for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in shares of Common Stock or in any options, contracts or futures contracts relating to the Common Stock.

“Measurement Period” has the meaning set forth in Section 6.01(e).

“Net Share Amount” has the meaning set forth in Section 3.04.

“Net Share Settlement” means the settlement method pursuant to which an exercising Warrantholder shall be entitled to receive from the Company, for each Warrant exercised, a number of shares of Common Stock equal to the Net Share Amount without any payment therefor.

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“Number of Shares” means the number of shares of Common Stock for which a Warrant is exercisable, which is subject to adjustment pursuant to Article 6. Initially, the Number of Shares shall be one.

“Number of Warrants” means, for a Warrant Certificate, the “Number of Warrants” specified on the face of such Warrant Certificate or, in the case of a Global Warrant, on Schedule A to such Warrant Certificate.

“NYSE” means the New York Stock Exchange.

“Offer Expiration Date” has the meaning set forth in Section 6.01(e).

“Offer Expiration Time” has the meaning set forth in Section 6.01(e).

“Officer’s Certificate” means a certificate signed by any two officers of the Company, at least one of whom must be its Chairman, its Chief Executive Officer, its Chief Financial Officer, its Treasurer, an Assistant Treasurer, or its Controller.

“Open of Business” means 9:00 a.m., New York City time.

“Opinion of Counsel” means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company and who shall otherwise be reasonably satisfactory to the Warrant Agent.

“Person” means an individual, partnership, firm, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

“Preferred Stock” means the preferred stock of the Company authorized at the date of this Warrant Agreement or as such stock may be constituted from time to time.

“Private Placement Legend” has the meaning set forth in Section 2.03(b).

“Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of Common Stock have the right to receive any Cash, securities or other property or in which Common Stock (or other applicable security) is exchanged for or converted into any combination of Cash, securities or other property, the date fixed for determination of holders of Common Stock entitled to receive such Cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

“Reference Property” has the meaning set forth in Section 6.07(a).

“Reorganization Event” has the meaning set forth in Section 6.07(a).

“Scheduled Trading Day” means any day that is scheduled to be a Trading Day.

“Securities Act” means the Securities Act of 1933, as amended.

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“Settlement Date” means, in respect of a Warrant that is exercised hereunder, the third Trading Day immediately following end of the applicable Calculation Period, subject to the last sentence of Section 3.04.

“Spin-Off” has the meaning set forth in Section 6.01(c).

“Trading Day” for a listed or traded security means a day on which (i) there is no Market Disruption Event, (ii) trading in the Common Stock (or any security that is part of the Reference Property, if applicable) generally occurs on the NYSE or, if the Common Stock (or such other Reference Property) is not then listed on the NYSE, on the principal other United States national or regional securities exchange on which the Common Stock (or such other Reference Property) is then listed or, if the Common Stock (or such other Reference Property) is not then listed on a United States national or regional securities exchange, on the principal other market on which the Common Stock (or such other Reference Property) is then traded, and (iii) the scheduled closing time for regular trading on the relevant market or exchange is 4:00 p.m., New York City time, or the then-standard closing time for regular trading on such relevant exchange or market. If the Common Stock (or such other reference property) is not so listed or traded, “Trading Day” means a Business Day.

“Trigger Event” has the meaning set forth in Section 6.03(a).

“Trust Company” means Computershare Trust Company, N.A., a federally chartered limited purpose trust company and a wholly-owned subsidiary of Computershare.

“Unit of Reference Property” has the meaning set forth in Section 6.07(a).

“Unit Value” has the meaning set forth in Section 6.07(c).

“Valuation Period” has the meaning set forth in Section 6.01(c).

“Voting Stock” means Capital Stock entitled to vote generally in elections of directors, or having the power, directly or indirectly, to elect a majority of the members of the Board of Directors.

“Warrant” means a warrant of the Company to purchase the Number of Shares and issued pursuant to this Warrant Agreement with the terms, conditions and rights set forth in this Warrant Agreement and in the Warrant Certificates evidencing the Warrants.

“Warrant Agent” means Computershare and the Trust Company in their collective capacity as warrant agent hereunder, or any successor warrant agent pursuant hereto.

“Warrant Agreement” means this Warrant Agreement, dated as May 7, 2013, as it may be amended pursuant to the terms hereof.

“Warrant Certificate” means any certificate representing Warrants satisfying the requirements set forth in Section 2.03.

“Warrant Register” has the meaning set forth in Section 2.04(a).

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“Warrantholder” means each Person in whose name Warrants are registered in the Warrant Register.

ARTICLE 2

ISSUANCE, EXECUTION AND TRANSFER OF WARRANTS

Section 2.01. Issuance of Warrants. (a) Warrants shall be issued in registered form only. The Company shall have (i) executed and delivered to the Warrant Agent, for authentication and delivery, Warrant Certificate(s), together with an Authentication Order with respect thereto, evidencing an initial aggregate Number of Warrants equal to 26,050,846 (such Number of Warrants subject to adjustment from time to time as described herein) and (ii) delivered to the Warrant Agent an Opinion of Counsel stating that the issuance of such Warrants is exempt from registration under the Securities Act. The Warrant Agent shall have, upon receipt of such Warrant Certificate(s) and Authentication Order, authenticated and delivered such Warrant Certificate(s) in accordance with Section 2.02 and registered such Warrants in the name of the Warrantholder(s). All such Warrants shall be dated as of the date hereof.

(b) Initially, Warrants shall be issued in the form of one or more Certificated Warrants, except that ING Group may require the Company to exchange Certificated Warrants held by any member of the ING Affiliated Group into Global Warrants in accordance with Section 2.05.

(c) All Warrants issued under this Warrant Agreement shall in all respects be equally and ratably entitled to the benefits hereof, without preference, priority, or distinction on account of the actual time of the issuance and authentication or any other terms thereof.

Section 2.02. Execution and Authentication of Warrants. (a) Warrants shall be executed on behalf of the Company by any of the Chairman, its Chief Executive Officer, its Chief Financial Officer, its Treasurer, an Assistant Treasurer, or its Controller and attested by its Secretary or any one of its Assistant Secretaries. The signature of any of these officers on any Warrant may be manual or facsimile. Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any Warrant that has been duly authenticated and delivered by the Warrant Agent.

(b) Warrants bearing the manual or facsimile signatures of individuals, each of whom was, at the time he or she signed such Warrant or his or her facsimile signature was affixed to such Warrant, as the case may be, a proper officer of the Company, shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Warrants or did not hold such offices at the date of such Warrants.

(c) No Warrant shall be entitled to any benefit under this Warrant Agreement or be valid or obligatory for any purpose unless there appears on such Warrant a certificate of authentication substantially in the form provided for herein executed by the Warrant Agent by manual or facsimile signature, and such certificate upon any Warrant shall be conclusive evidence, and the only evidence, that such Warrant has been duly authenticated and delivered hereunder.

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Section 2.03. Form of Warrant Certificates. (a) Each Warrant Certificate shall be in substantially the form set forth in Exhibit A hereto and shall have such insertions as are appropriate or required or permitted by this Warrant Agreement and may have such letters, numbers or other marks of identification and such legends and endorsements, stamped, printed, lithographed or engraved thereon, (i) as the Company may deem appropriate and as are not inconsistent with the provisions of this Warrant Agreement, (ii) such as may be required to comply with this Warrant Agreement, any law or any rule of any securities exchange on which Warrants may be listed, and (iii) such as may be necessary to conform to customary usage.

(b) Until such time as any of the Warrants are (i) effectively registered under the Securities Act or (ii) are eligible to be transferred without restriction in accordance with Rule 144 under the Securities Act or another exemption from registration under the Securities Act (except for Rule 144A under the Securities Act), any Warrant Certificate representing such Warrants shall bear the legend substantially in the form set forth in Exhibit B-1 hereto (the “Private Placement Legend”).

Section 2.04. Transfer, Exchange and Substitution. (a) The Company shall cause to be kept at the office of the Warrant Agent, and the Warrant Agent shall maintain, a register (the “Warrant Register”) in which the Company shall provide for the registration of Warrants and transfers, exchanges or substitutions of Warrants as herein provided. All Warrants issued upon any registration of transfer or exchange of or substitution for Warrants shall be valid obligations of the Company, evidencing the same obligations, and entitled to the same benefits under this Warrant Agreement, as Warrants surrendered for such registration of transfer, exchange or substitution.

(b) A Warrantholder may transfer a Warrant only upon surrender of such Warrant for registration of transfer. No such transfer shall be effected until, and the transferee shall succeed to the rights of a Warrantholder only upon, final acceptance and registration of the transfer in the Warrant Register by the Warrant Agent. Prior to the registration of any transfer of a Warrant by a Warrantholder as provided herein, the Company, the Warrant Agent, and any agent of the Company or the Warrant Agent may treat the Person in whose name Warrants are registered as the owner thereof for all purposes and as the Person entitled to exercise the rights represented thereby, any notice to the contrary notwithstanding.

(c) Warrants may be presented or surrendered for registration of transfer, or for exchange or substitution at the offices of the Warrant Agent. Every Warrant presented or surrendered for registration of transfer or for exchange or substitution shall (if so required by the Company or the Warrant Agent) be duly endorsed, or be accompanied by a duly executed instrument of transfer in form satisfactory to the Company and the Warrant Agent, by the holder thereof or such Warrantholder’s attorney, duly authorized in writing.

(d) When Warrants are presented to the Warrant Agent with a request to register the transfer of, or to exchange or substitute, such Warrants, the Warrant Agent shall register the transfer or make the exchange or substitution as requested if its requirements for such transactions and any applicable requirements hereunder are satisfied, which requirements may include, as applicable, the signature guarantee of a guarantor institution approved by The Securities Transfer Association, and any other reasonable evidence of authority that may be

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required by the Warrant Agent. To permit registrations of transfers, exchanges and substitutions, the Company shall execute Warrant Certificates at the Warrant Agent’s request and the Warrant Agent shall, by manual or facsimile signature, countersign and deliver such Warrant Certificates. No service charge shall be made for any registration of transfer or exchange of or substitution for Warrants, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer of Warrants.

(e) If less than all Warrants represented by a Certificated Warrant are transferred, exchanged or substituted in accordance with this Warrant Agreement, the Warrant Certificate shall be surrendered to the Warrant Agent and a new Warrant Certificate for a Number of Warrants equal to the Warrants represented by such Warrant Certificate that were not transferred, exchanged or substituted, registered in such name or names as may be directed in writing by the surrendering Warrantholder, shall be executed by the Company and delivered to the Warrant Agent and the Warrant Agent shall countersign such new Warrant Certificate and shall deliver such new Warrant Certificate to the Person or Persons entitled to receive the same.

Section 2.05. Global Warrants. (a) The Warrants may be issued in the form of one or more Global Warrants. Any Global Warrant shall bear the legend substantially in the form set forth in Exhibit B-2 hereto (the “Global Warrant Legend”), shall be registered in the name of the Depositary or a nominee of the Depositary and shall be delivered by the Warrant Agent to the Depositary or pursuant to the Depositary’s instructions or held by the Warrant Agent as custodian for the Depositary.

(b) So long as a Global Warrant is registered in the name of the Depositary, members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Warrant Agreement with respect to the Global Warrant held on their behalf by the Depositary or the Warrant Agent as its custodian, and the Depositary may be treated by the Company, the Warrant Agent and any agent of the Company or the Warrant Agent as the absolute owner of such Global Warrant for all purposes. Accordingly, any such owner’s beneficial interest in such Global Warrant will be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its Agent Members, and neither the Company nor the Warrant Agent shall have any responsibility with respect to such records maintained by the Depositary or its Agent Members. Notwithstanding the foregoing, nothing herein shall (i) prevent the Company, the Warrant Agent or any agent of the Company or the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (ii) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Warrantholder.

(c) Any holder of a Global Warrant registered in the name of the Depositary shall, by acceptance of such Global Warrant, agree that transfers of beneficial interests in such Global Warrant may be effected only through a book-entry system maintained by the holder of such Global Warrant (or its agent), and that ownership of a beneficial interest in Warrants represented thereby shall be required to be reflected in book-entry form.

(d) Transfers of a Global Warrant registered in the name of the Depositary shall be limited to transfers in whole, and not in part, to the Company, the Depositary, and their

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respective successors and nominees. Interests of beneficial owners in a Global Warrant registered in the name of the Depositary shall be transferred in accordance with the rules and procedures of the Depositary.

(e) A Global Warrant registered in the name of the Depositary shall be exchanged for Certificated Warrants only if (i) the Company notifies the Warrant Agent in writing that it elects to cause the issuance of Certificated Warrants pursuant to this Warrant Agreement, (ii) the Depositary (A) has notified the Company that it is unwilling or unable to continue as or ceases to be a clearing agency registered under Section 17A of the Exchange Act and (B) a successor to the Depositary registered as a clearing agency under Section 17A of the Exchange Act is not able to be appointed by the Company within 90 days or (iii) the Depositary is at any time unwilling or unable to continue as Depositary and a successor to the Depositary is not able to be appointed by the Company within 90 days. In any such event, a Global Warrant registered in the name of the Depositary shall be surrendered to the Warrant Agent for cancellation, and the Company shall execute, and the Warrant Agent shall countersign and deliver, to each beneficial owner identified by the Depositary, in exchange for such beneficial owner’s beneficial interest in such Global Warrant, Certificated Warrants representing, in the aggregate, the Number of Warrants theretofore represented by such Global Warrant with respect to such beneficial owner’s beneficial interest. Any Certificated Warrant delivered in exchange for an interest in a Global Warrant pursuant to this Section 2.05(e) shall not bear the Global Warrant Legend. Interests in the Global Warrant may not be exchanged for Certificated Warrants other than as provided in this Section 2.05(e).

(f) The holder of a Global Warrant registered in the name of the Depositary may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Warrantholder is entitled to take under this Warrant Agreement or the Warrant.

Section 2.06. Surrender of Warrant Certificates; Cancellation. Any Warrant Certificate surrendered for registration of transfer, exchange, substitution or exercise of Warrants represented thereby shall, if surrendered to the Company, be delivered to the Warrant Agent, and all Warrant Certificates surrendered or so delivered to the Warrant Agent shall be promptly cancelled by the Warrant Agent and shall not be reissued by the Company and, except as provided in Section 2.04(e) in case of an exchange, transfer or substitution, or Section 3.05(a)(iii) in case of the exercise of less than all Warrants represented thereby, or Section 7.02 in case of mutilation, no Warrant Certificate shall be issued hereunder in lieu thereof. The Warrant Agent shall deliver to the Company from time to time or otherwise dispose of such cancelled Warrant Certificates as the Company may direct.

ARTICLE 3

EXERCISE AND SETTLEMENT OF WARRANTS

Section 3.01. Exercise of Warrants. (a) At any time on or after May 7, 2014 and prior to the Close of Business on the Expiration Date, a Warrantholder shall be entitled to exercise, in accordance with this Article 3, the full Number of Warrants represented by any Warrant Certificate then registered in such Warrantholder’s name or any portion thereof (which shall not include any fractional Warrants). Subject to automatic exercise of Warrants pursuant to Section 3.03, any Warrants not exercised prior to such time shall expire unexercised.

(b) Notwithstanding the foregoing clause (a), any Warrants registered in name of a member of the ING Affiliated Group or in which a member of the ING Affiliated Group has a beneficial interest may be exercised in accordance with this Article 3 only on or after January 1, 2017 and prior to the Close of Business on the Expiration Date.

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Section 3.02. Procedure for Exercise. (a) To exercise a Warrant prior to the Close of Business on the Expiration Date (i) in the case of a Certificated Warrant, the Warrantholder must surrender the Warrant Certificate evidencing such Warrant at the principal office of the Warrant Agent, with the exercise notice set forth on the reverse of the Warrant Certificate duly completed and executed, together with any applicable transfer taxes as set forth in Section 8.02(b), or (ii) in the case of a Global Warrant, any Person with a beneficial interest in such Global Warrant must comply with the procedures established by the Depositary for the exercise of Warrants.

(b) The date on which a Warrantholder complies with the requirements for exercise set forth in this Section 3.02 in respect of a Warrant is the “Exercise Date” for such Warrant; provided that, if such date is not a Trading Day or the Warrantholder satisfies such requirements after the Close of Business on a Trading Day, then the Exercise Date shall be (i) the immediately succeeding Trading Day, or (ii) if such date is the Expiration Date (including as a result of the automatic exercise of such Warrant pursuant to Section 3.03), the immediately preceding Trading Day.

(c) No Cash will be payable by a Warrantholder in respect of the Exercise Price for a Warrant upon exercise; rather, as described in Section 3.04, the number of shares of the Common Stock issuable in respect of an exercise of a Warrant will be determined based on a Net Share Settlement calculation.

Section 3.03. Automatic Exercise of Warrants. An unexercised Warrant will be automatically exercised for the benefit of the Warrantholder (i) on the Expiration Date if a Warrant is not exercised by the Warrantholder prior to the Close of Business on the Expiration Date, or (ii) on the relevant Effective Date upon an occurrence of a Cash Designated Event, in each case of (i) and (ii) if any shares of Common Stock or Cash in lieu of any fractional shares are deliverable to the Warrantholder as a result of the Net Share Settlement calculation, or in the case of (ii) if additional shares are deliverable as a result of a Designated Event, as of the Expiration Date or such Effective Date, as applicable. As used in this Warrant Agreement, exercise of a Warrant means an exercise by the Warrantholder on or prior to the Close of Business on the Expiration Date or upon an automatic exercise as described in this Section 3.03, as applicable.

Section 3.04. Settlement of Warrants. Net Share Settlement shall apply to each Warrant upon exercise of such Warrant. For each Warrant exercised hereunder, on the Settlement Date for such Warrant, the Company shall cause to be delivered to the Warrantholder a number of shares of Common Stock (which in no event will be less than zero) (the “Net Share Amount”) equal to the sum of the Daily Settlement Amounts for each of the 10 consecutive Trading Days during the related Calculation Period, together with Cash in respect of any fractional shares of

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Common Stock as provided in Section 3.07. Notwithstanding the foregoing, if any information required in order to calculate the Net Share Amount deliverable upon exercise of a Warrant will not be available as of the applicable Settlement Date, the Company shall deliver any additional shares of Common Stock resulting from that calculation on the third Trading Day after the earliest Trading Day on which such calculation can be made.

Section 3.05. Delivery of Common Stock. (a) In connection with the delivery of shares of Common Stock to a Warrantholder in respect of an exercised Warrant, the Warrant Agent, or Computershare, as applicable, shall:

(i) at the Warrantholder’s option (A) deliver shares of Common Stock by electronic transfer (with the assistance of the Company and the transfer agent of the Common Stock, if necessary) to such Warrantholder’s account, or any other account as such Warrantholder may designate, at the Depositary or at an Agent Member, or (B) requisition from the transfer agent of the Common Stock and deliver to or upon the order of such Warrantholder a certificate or certificates for the number of full shares of Common Stock to which such Warrantholder is entitled, registered in such name or names as may be directed by such Warrantholder;

(ii) deliver Cash to such Warrantholder in respect of any fractional shares of Common Stock, as provided in Section 3.07; and

(iii) if the Number of Warrants represented by a Warrant Certificate shall not have been exercised in full, (A) in the case of a Certificated Warrant, deliver a new Warrant Certificate or (B) in the case of a Global Warrant, make the appropriate adjustments in Schedule A of such Global Warrant, in each case, countersigned by the Warrant Agent, for the balance of the number of Warrants represented by the surrendered Warrant Certificate.

(b) Each Person in whose name any shares of Common Stock are delivered shall for all purposes be deemed to have become the holder of record of such shares as of the Settlement Date. However, if any such date is a date when the stock transfer books of the Company are closed, such Person shall be deemed to have become the holder of such shares on the next succeeding date on which the stock transfer books are open.

Section 3.06. Payments to the Company. (a) Promptly after the Warrant Agent shall have taken the action required under Section 3.05 (or at such later time as may be mutually agreeable to the Company and the Warrant Agent), the Warrant Agent shall account to the Company with respect to any Warrants exercised. Prior to May 7, 2014, the Company will deposit with the Warrant Agent $300 for the payment of fractional shares. Once the balance of such amount falls below $100, the Warrant Agent will request the Company to deposit an amount of funds to bring the deposit balance back up to $300.

(b) The Company acknowledges that the bank accounts maintained by Computershare in connection with the services provided under this Warrant Agreement will be in its name, and that Computershare may receive investment earnings in connection with the investment at Computershare’s risk and for its benefit of funds held in those accounts from time to time. Neither the Company nor any Warrantholder will receive interest on any deposits held by Computershare hereunder.

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Section 3.07. No Fractional Shares to Be Issued. (a) Notwithstanding anything to the contrary in this Warrant Agreement, the Company shall not be required to issue any fraction of a share of Common Stock upon exercise of any Warrants.

(b) The Company will at all times aggregate the number of shares of Common Stock deliverable for the Warrants exercised by the same ultimate beneficial owner of Warrants on the same day. If any fraction of a share of Common Stock would, except for the provisions of this Section 3.07, be deliverable on the exercise of any Warrant or Warrants, the Company shall pay the Warrantholder Cash in lieu of such fractional shares based on the average of the Daily VWAPs for the Common Stock over the relevant Calculation Period.

(c) Each Warrantholder, by its acceptance of a Warrant Certificate, expressly waives its right to receive any fraction of a share of Common Stock or a stock certificate representing a fraction of a share of Common Stock.

Section 3.08. Acquisition of Warrants by Company. The Company shall have the right, except as limited by law, to purchase or otherwise to acquire Warrants at such times, in such manner and for such consideration as it may deem appropriate and shall have agreed with the holder of such Warrants.

Section 3.09. Direction of Warrant Agent. (a) The Company shall be responsible for performing all calculations required in connection with the exercise and settlement of the Warrants and the payment or delivery, as the case may be, to the Warrant Agent, as agent for the Warrantholders, of Cash and/or Common Stock as provided in this Warrant Agreement. In connection therewith, the Company shall provide prompt written notice to the Warrant Agent of the amount of Cash and the number of shares of Common Stock payable or deliverable, as the case may be, upon exercise and settlement of the Warrants, including, without limitation, the Net Share Amount.

(b) Any Cash to be paid, or Common Stock to be delivered, to the Warrantholders hereunder shall be delivered to Computershare no later than the Business Day immediately preceding the date such consideration is required to be paid or delivered to the Warrantholders.

(c) The Warrant Agent shall have no liability for any failure or delay in performing its duties hereunder caused by any failure or delay of the Company in providing such calculations or items to the Warrant Agent. The Warrant Agent shall have no duty to verify or confirm any calculation called for hereunder. The Warrant Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock or Units of Reference Property that may at any time be issued or delivered upon the exercise of any Warrant, and it makes no representation with respect thereto. The Warrant Agent shall not be responsible for any failure of the Company to make any Cash payment or to issue, transfer or deliver any shares of Common Stock or stock certificates or Units of Reference Property, or to comply with any of the covenants of the Company contained in this Article 3.

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ARTICLE 4

EXERCISE OF WARRANTS IN CONNECTION WITH A DESIGNATED EVENT

Section 4.01. Increase in Number of Shares Deliverable Upon Designated Event. (a) If a Designated Event occurs prior to the Expiration Date and a Warrantholder elects to exercise its Warrants in connection with such Designated Event, the Company will increase the number of shares of Common Stock to which the Warrantholder is entitled with respect to such exercised Warrants as provided in this Article 4. An exercise of a Warrant shall be deemed for the purposes of this Article 4 to be “in connection with” a Designated Event if the Exercise Date for such Warrant falls during the period commencing on the effective date of the relevant Designated Event (the “Effective Date”) and ending on the 40th Scheduled Trading Day following the Effective Date for such Designated Event.

(b) Notwithstanding Section 4.01(a), the number of shares of Common Stock shall not be increased in the case of any Designated Event if at least 90% of the consideration, excluding Cash payments for fractional shares of Common Stock and Cash payments made pursuant to dissenters’ appraisal rights, in a transaction otherwise constituting a Designated Event consists of shares of common stock, depositary receipts or other certificates representing common equity interests traded on NYSE or the NASDAQ (or any of their respective successors), or will be so traded immediately following such transaction, and as a result of such transaction such Warrants become exercisable solely for such consideration.

Section 4.02. Notice of Designated Event. The Company shall notify the Warrantholders of the Effective Date of any Designated Event and issue a press release through Dow Jones & Company, Inc. or Bloomberg Business News or other similarly broad public medium that is customary for such press releases (and make the press release available on the Company’ website) announcing such Effective Date no later than five Business Days after such Effective Date. The Company will also use commercially reasonable efforts to give notice to Warrantholders of the anticipated Effective Date for a Designated Event (and issue a press release announcing same) not less than five Scheduled Trading Days prior to the anticipated Effective Date to the extent reasonably practicable in the circumstances. The failure to deliver such notice or issue such press release shall not affect the validity of such transaction.

Section 4.03. Additional Shares. (a) The Number of Shares of Common Stock to which a Warrantholder is entitled upon exercise of a Warrant in connection with any Designated Event shall be determined by reference to the table below in Section 4.03(c) and shall be based on the Effective Date of, and the Applicable Price for, such Designated Event.

(b) The Applicable Prices set forth in the first row of the table below (i.e., the column headers) shall each be adjusted at the same time and in the manner as the Exercise Price is adjusted as set forth in Article 6.

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(c) The following table sets forth the number of additional shares of Common Stock to be delivered per Warrant for the given Applicable Prices and Effective Dates:

Effective Date	Applicable Prices
	$10.00		$19.50		$30.00		$40.00		$48.75		$50.00		$60.00		$75.00		$100.00		$125.00
May 1, 2013		0.0184		0.0921		0.1928		0.2824		0.3508		0.3348		0.2377		0.1543		0.0870		0.0550
May 1, 2014		0.0138		0.0800		0.1782		0.2687		0.3389		0.3232		0.2283		0.1478		0.0839		0.0538
May 1, 2015		0.0097		0.0674		0.1623		0.2536		0.3257		0.3103		0.2178		0.1406		0.0803		0.0525
May 1, 2016		0.0062		0.0545		0.1445		0.2362		0.3103		0.2952		0.2055		0.1319		0.0759		0.0505
May 1, 2017		0.0034		0.0411		0.1243		0.2156		0.2916		0.2769		0.1903		0.1210		0.0700		0.0473
May 1, 2018		0.0015		0.0279		0.1015		0.1909		0.2688		0.2545		0.1714		0.1072		0.0620		0.0426
May 1, 2019		0.0004		0.0160		0.0762		0.1616		0.2409		0.2270		0.1480		0.0900		0.0519		0.0362
May 1, 2020		0.0001		0.0066		0.0497		0.1274		0.2074		0.1939		0.1197		0.0696		0.0400		0.0285
May 1, 2021		0.0000		0.0013		0.0239		0.0875		0.1665		0.1535		0.0858		0.0463		0.0270		0.0198
May 1, 2022		0.0000		0.0000		0.0043		0.0408		0.1139		0.1014		0.0445		0.0216		0.0137		0.0104
May 1, 2023		0.0000		0.0000		0.0000		0.0000		0.0053		0.0002		0.0001		0.0001		0.0000		0.0000

(d) If the exact Applicable Price and/or Effective Date are not set forth in the table above, then:

(i) if the actual Applicable Price is between two Applicable Prices in the table or the Effective Date is between two Effective Dates in the table, the number of additional shares of Common Stock to be delivered per Warrant shall be determined by a straight-line interpolation between the number of additional shares of Common Stock set forth for the higher and lower Applicable Prices and/or the earlier and later Effective Dates in the table, based on a 365-day year, as applicable;

(ii) if the actual Applicable Price is equal to or in excess of $125.00 per share, subject to adjustment as set forth in Section 4.03(b), no additional shares of Common Stock shall be delivered upon exercise of any Warrant in connection with the relevant Designated Event; and

(iii) if the actual Applicable Price is equal to or less than $10.00 per share, subject to adjustment as set forth in Section 4.03(b), no additional shares of Common Stock shall be delivered upon exercise of any Warrant in connection with the relevant Designated Event.

(e) Notwithstanding the foregoing, in no event will the number of shares of Common Stock deliverable to the Warrantholder as a result of the Net Share Settlement calculation or as a result of a Designated Event, individually or in aggregate, exceed the Number of Shares.

Section 4.04. Cash Designated Event Settlement. Except as otherwise provided in this Article 4, the Company will settle exercise of Warrants exercised in connection with a Designated Event in accordance with Section 3.04; provided, however, that with respect to a Designated Event in connection with which the holders of the Common Stock receive only Cash consideration for their shares of Common Stock (such Designated Event, a “Cash Designated Event”) the Company will settle the Warrants, which shall be automatically exercised upon such event, by delivering, on the third Business Day after the Exercise Date, for each Warrant, an amount of Cash equal to (i) the sum of (A) the number of shares of Common Stock deliverable to

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the Warrantholder as a result of the Net Share Settlement calculation as of the Effective Date for the Cash Designated Event as described in Section 3.04 herein plus (B) the number of additional shares described in this Section 4 multiplied by (ii) the per-share amount of Cash consideration paid in such Designated Event.

ARTICLE 5

[RESERVED]

ARTICLE 6

ADJUSTMENTS

Section 6.01. Adjustments to Exercise Price. The Exercise Price for the Warrants shall be subject to adjustment (without duplication) upon the occurrence of any of the following events. If any dividend, distribution or issuance described below is declared but not so paid or made, the Exercise Price shall again be adjusted to the Exercise Price that would have been in effect if such dividend, distribution or issuance had not been declared.

(a) If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all of its shares of Common Stock, or if the Company subdivides or combines its Common Stock, the Exercise Price shall be adjusted based on the following formula:

EP1  =  EP0  ×	OS0
	OS1

where:

EP0	=	the Exercise Price in effect immediately prior to the Close of Business on the Ex-Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date of such subdivision or combination, as the case may be;
EP1	=	the Exercise Price in effect immediately after the Close of Business on the Ex-Date for such dividend or distribution, or immediately after the Open of Business on the effective date of such subdivision or combination, as the case may be;
OS0	=	the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Ex-Date for such dividend or distribution, or immediately prior to the Open of Business on the effective date of such subdivision or combination, as the case may be; and
OS1	=	the number of shares of Common Stock that would be outstanding immediately after giving effect to such dividend or distribution or immediately after the effective date of such subdivision or combination, as the case may be.

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(b) If the Company distributes any rights, options or warrants on all or substantially all of the shares of Common Stock entitling the holders of shares of Common Stock for a period of not more than 60 calendar days from the Ex-Date for such distribution to subscribe for or purchase shares of Common Stock (or securities convertible into Common Stock), at a price per share (or a conversion price per share) less than the average of the Closing Sale Prices of Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution, the Exercise Price shall be decreased based on the following formula:

EP1  =  EP0  ×	OS0  +  Y
	OS0  +  X

where:

EP0	=	the Exercise Price in effect immediately prior to the Close of Business on the Ex-Date for such distribution;
EP1	=	the Exercise Price in effect immediately after the Close of Business on the Ex-Date for such distribution;
OS0	=	the number of shares of Common Stock outstanding immediately prior to the Close of Business on the Ex-Date for such distribution;
X	=	the total number of shares of Common Stock issuable pursuant to such options, rights or warrants; and
Y	=	the number of shares of Common Stock equal to the quotient of (A) the aggregate price payable to exercise such rights, options or warrants divided by (B) the average of the Closing Sale Prices of Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution.

To the extent that such rights, options or warrants are not exercised prior to their expiration or shares of the Common Stock are otherwise not delivered pursuant to such rights, options or warrants, upon the expiration, termination or maturity of such rights, options or warrants (except in a case where other consideration has been given in lieu of delivery of such Common Stock, in which case adjustment shall be as otherwise provided by the applicable clause of this Section 6.01), the exercise price will be readjusted to the exercise price that would then be in effect had the adjustments made upon the issuance of such rights, options or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered.

For purposes of this Section 6.01(b), in determining whether any rights, options or warrants entitle the holders to subscribe for or purchase Common Stock at less than the average of the Closing Sale Prices of Common Stock for each Trading Day in the applicable 10 consecutive Trading Day period, there shall be taken into account any consideration the Company receives for such rights, options or warrants and any amount payable on exercise thereof, with the value of such consideration, if other than Cash, to be determined in good faith by the Board of Directors.

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(c) If the Company distributes shares of its Capital Stock, evidences of the Company’s indebtedness or other assets or property of the Company on all or substantially all of its shares of Common Stock (excluding (i) dividends or distributions (including subdivisions of Common Stock) referred to in Section 6.01(a) above; (ii) rights, options or warrants referred to in Section 6.01(b) above; (iii) dividends or distributions paid exclusively in Cash referred to in Section 6.01(d) or (e) below; (iv) Spin-Offs referred to further below in this Section 6.01(c); and (v) distributions of rights on all or substantially all of its shares of Common Stock pursuant to the adoption of a shareholder rights plan), then the Exercise Price shall be decreased based on the following formula:

EP1  =  EP0  ×	SP0  –  FMV
	SP0

where:

EP0	=	the Exercise Price in effect immediately prior to the Close of Business on the Ex-Date for such distribution;
EP1	=	the Exercise Price in effect immediately after the Close of Business on the Ex-Date for such distribution;
SP0	=	the average of the Closing Sale Prices of Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date for such distribution; and
FMV	=	the fair market value (as determined in good faith by the Board of Directors) of the shares of Capital Stock, evidences of indebtedness, assets or property distributed with respect to each outstanding share of Common Stock as of the Close of Business on the Ex-Date for such distribution.

If the then-fair market value of the portion of the shares of Capital Stock, evidences of indebtedness or other assets or property so distributed applicable to one share of Common Stock is equal to or greater than the average of the Closing Sale Prices of Common Stock over the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the Ex-Date for such distribution, in lieu of the foregoing adjustment, adequate provisions shall be made so that each Warrantholder shall have the right to receive on exercise in respect of each Warrant held by such Warrantholder, in addition to the number of shares of Common Stock such Warrantholder is entitled to receive, the amount and kind of securities or assets such Warrantholder would have received had such Warrantholder already owned a number of shares of Common Stock deliverable upon exercise of its Warrant immediately prior to the Ex-Date for the distribution of the securities or assets.

With respect to an adjustment pursuant to this Section 6.01(c) where there has been a payment of a dividend or other distribution on Common Stock of shares of Capital Stock of any class or series, or similar equity interest, of or relating to a subsidiary or other business unit (a “Spin-Off”), the Exercise Price will be decreased based on the following formula:

EP1  =  EP0  ×	MP0
	FMV  +  MP0

where:

EP0	=	the Exercise Price in effect immediately prior to the Close of Business on the Ex-Date for the Spin-Off;
EP1	=	the Exercise Price in effect immediately after the Close of Business on the Ex-Date for the Spin-Off;
FMV	=	the average of the Closing Sale Prices of the Capital Stock or similar equity interests distributed to holders of Common Stock applicable to one share of Common Stock over the first 10 consecutive Trading Day period commencing on, and including, the Ex-Date for the Spin-Off (the “Valuation Period”); and
MP0	=	the average of the Closing Sale Prices of the Common Stock over the Valuation Period.

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The adjustment to the Exercise Price under the preceding paragraph of this Section 6.01(c) shall be made immediately after the Open of Business on the day after the last day of the Valuation Period, but will be given effect as of the Open of Business on the Ex-Date for the Spin-Off. If the Ex-Date for the Spin-Off is less than 10 Trading Days prior to, and including, the end of the Calculation Period in respect of any exercise of Warrants, references within this Section 6.01(c) to 10 Trading Days shall be deemed replaced, for purposes of calculating the average of the Closing Sale Prices of the Common Stock in respect of that exercise, with such lesser number of Trading Days as have elapsed from, and including, the Ex-Date for the Spin-Off to, and including, the last Trading Day of such Calculation Period. For purposes of determining the Exercise Price, in respect of any exercise during the 10 Trading Days commencing on the Ex-Date for any Spin-Off, references within the portion of this Section 6.01(c) related to “Spin-Offs” to 10 Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the Ex-Date for such Spin-Off to, but excluding, the relevant Exercise Date.

(d) If the Company makes or pays any Cash dividend or distribution to all, or substantially all, holders of outstanding Common Stock (other than (i) distributions described in Section 6.01(e) below, (ii) any dividend or distribution in connection with liquidation, dissolution or winding up of the Company and (iii) any regular quarterly Cash dividend on Common Stock to the extent that the aggregate amount of such Cash dividend per share of Common Stock does not exceed the Dividend Threshold Amount), the Exercise Price will be decreased based on the following formula:

EP1  =  EP0  ×	SP0  –  C
	SP0

where:

EP0	=	the Exercise Price in effect immediately prior to the Close of Business on the Ex-Date for such dividend or distribution;
EP1	=	the Exercise Price in effect immediately after the Close of Business on the Ex-Date for such dividend or distribution;
SP0	=	the average of the Closing Sale Prices of Common Stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Date for such dividend or distribution; and
C	=	the amount in Cash per share that the Company distributes to holders of Common Stock for such dividend or distribution minus the Dividend Threshold Amount.

(e) If the Company or any of subsidiaries of the Company makes a payment in respect of a tender offer or exchange offer (other than offers not treated as a tender offer or exchange offer subject to Rule 13e-4 under the Exchange Act) for Common Stock and, if the

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Cash and value of any other consideration included in the payment per share of Common Stock exceeds the average of the Closing Sale Prices of Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (such date, the “Offer Expiration Date,” and such period, the “Measurement Period”), the Exercise Price will be decreased based on the following formula:

EP1  =  EP0  ×	OS0  ×  SP1
	AC  +   (OS1  ×  SP1)

where:

EP0	=	the Exercise Price in effect immediately prior to the Open of Business on the Trading Day next succeeding the Offer Expiration Date;
EP1	=	the Exercise Price in effect immediately after the Open of Business on the Trading Day next succeeding the Offer Expiration Date;
AC	=	the aggregate value of all Cash and any other consideration (as determined in good faith by the Board of Directors) paid or payable for shares purchased in such tender or exchange offer;
OS0	=	the number of shares of Common Stock outstanding immediately prior to the time (the “Offer Expiration Time”) such tender offer or exchange offer expires (prior to giving effect to such tender offer or exchange offer);
OS1	=	the number of shares of Common Stock outstanding immediately after the Offer Expiration Time (after giving effect to such tender offer or exchange offer); and
SP1	=	the average of the Closing Sale Prices of Common Stock over the Measurement Period.

The adjustment to the Exercise Price under the preceding paragraph of this Section 6.01(e) shall be made immediately after the Open of Business on the day after the last day of the Measurement Period, but will be given effect at the Open of Business on the Trading Day next succeeding the Offer Expiration Date. If the Trading Day next succeeding the Offer Expiration Date is less than 10 Trading Days prior to, and including, the end of the Calculation Period in respect of any exercise of Warrants, references within this Section 6.01(e) to 10 Trading Days shall be deemed replaced, for purposes of calculating the average of the Closing Sale Prices of the Common Stock in respect of that exercise, with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the Offer Expiration Date to, and including, the last Trading Day of such Calculation Period. For purposes of determining the Exercise Price, in respect of any exercise of Warrants during the 10 Trading Days commencing on the Trading Day next succeeding the Offer Expiration Date, references within this Section 6.01(e) to 10 Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the Offer Expiration Date to, but excluding, the relevant Exercise Date.

In the event that the Company or one of its subsidiaries is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Company or such subsidiary is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the Exercise Price will again be adjusted to be the Exercise

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Price which would then be in effect if such tender offer or exchange offer had not been made. Except as set forth in the preceding sentence, if the application of this Section 6.01(e) to any tender offer or exchange offer would result in an increase in the Exercise Price, no adjustment will be made for such tender offer or exchange offer under this Section 6.01(e).

(f) For the purposes of Sections 6.01(a), (b) and (c), any dividend or distribution to which Section 6.01(c) is applicable that also includes shares of Common Stock, or rights or warrants to subscribe for or purchase shares of Common Stock (or both), shall be deemed instead to be (i) a dividend or distribution of the indebtedness, assets or shares of Capital Stock other than such shares of Common Stock or rights or warrants (and any Exercise Price adjustment required by Section 6.01(c) with respect to such dividend or distribution shall be made in respect of such dividend or distribution (without regard to the parenthetical in Section 6.01(c) that begins with the word “excluding”)) (ii) immediately followed by a dividend or distribution of such shares of Common Stock or such rights or warrants (and any further Exercise Price adjustment required by Section 6.01(a) or (b), as the case may be, with respect to such dividend or distribution shall then be made), except any shares of Common Stock included in such dividend or distribution shall not be deemed “outstanding at the Close of Business on the Ex-Date.”

(g) If any distribution or transaction described in Sections 6.01(a) to (e) has not yet resulted in an adjustment to the Exercise Price on the Exercise Date, and the shares that Warrantholders will receive on settlement are not entitled to participate in the relevant distribution or transaction (because they were not held on a related Record Date or otherwise), then the Company shall adjust the number of shares that the Company will deliver to the Warrantholders in respect of the relevant Trading Day to reflect the relevant distribution or transaction. Conversely, if an adjustment to the Exercise Price becomes effective on any Ex-Date, and a Warrantholder that has exercised its Warrants on or after such Ex-Date and on or prior to the related Record Date would nevertheless be treated as the record holder of shares of Common Stock as of the related Settlement Date based on an adjusted Exercise Price for such Ex-Date, then, notwithstanding the foregoing Exercise Price adjustment provisions, the Exercise Price adjustment relating to such Ex-Date will not be made in calculating the number of shares of Common Stock deliverable to such exercising Warrantholder (though it shall nevertheless be taken into account in calculating the relevant Daily Settlement Amount). Instead, such Warrantholder will be treated as if such Warrantholder were the record owner of the shares of Common Stock on an un-adjusted basis and participate in the related dividend, distribution or other event giving rise to such adjustment.

Section 6.02. Adjustments to Number of Shares. Concurrently with any adjustment to the Exercise Price under Section 6.01, the Number of Shares will be adjusted such that the Number of Shares in effect immediately following the effectiveness of such adjustment will be equal to the Number of Shares in effect immediately prior to such adjustment, multiplied by a fraction, (i) the numerator of which is the Exercise Price in effect immediately prior to such adjustment and (ii) the denominator of which is the Exercise Price in effect immediately following such adjustment.

Section 6.03. Certain Distributions of Rights and Warrants. (a) Rights or warrants distributed by the Company to all holders of Common Stock entitling the holders thereof to subscribe for or purchase shares of the Company’s Capital Stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (a “Trigger Event”):

(i) are deemed to be transferred with such shares of Common Stock;

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(ii) are not exercisable; and

(iii) are also issued in respect of future issuances of Common Stock,

shall be deemed not to have been distributed for purposes of Article 6 (and no adjustment to the Exercise Price or the Number of Shares under this Article 6 will be made) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Exercise Price and the Number of Shares shall be made under this Article 6 (subject in all respects to Section 6.04).

(b) If any such right or warrant is subject to events, upon the occurrence of which such rights or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Record Date with respect to new rights or warrants with such rights (subject in all respects to Section 6.04).

(c) In addition, except as set forth in Section 6.04, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in Section 6.03(a)) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Exercise Price and the Number of Shares under Article 6 was made (including any adjustment contemplated in Section 6.04), in the case of any such rights or warrants that shall all have been redeemed or repurchased without exercise by the holders thereof, the Exercise Price and the Number of Shares shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a Cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Common Stock as of the date of such redemption or repurchase.

Section 6.04. Shareholder Rights Plans. To the extent that the Company has a shareholder rights plan in effect upon exercise of the Warrants (i.e., a poison pill), Warrantholders shall receive, in addition to any Common Stock received in connection with such exercise, the rights under the shareholder rights plan, unless prior to any exercise, the rights have separated from the Common Stock, in which case the Exercise Price and the Number of Shares shall be adjusted at the time of separation as if the Company distributed to all holders of Common Stock, shares of Capital Stock, evidences of indebtedness or other assets or property as described in Section 6.01(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

Section 6.05. Discretionary Adjustments. The Company may from time to time, to the extent permitted by law and subject to applicable rules of the NYSE, decrease the Exercise Price and/or increase the Number of Shares by any amount for any period of at least 20 Business Days, so long as the decrease is irrevocable during the period and the Board of Directors determines in

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good faith that such decrease would be in the best interest of the Company. In that case, the Company shall give the Warrantholders at least 15 days’ prior notice of such increase or decrease, and such notice shall state the decreased Exercise Price and/or increased Number of Shares and the period during which the decrease and/or increase will be in effect. The Company may make such decreases in the Exercise Price and/or increases in the Number of Shares, in addition to those set forth in this Article 6, as the Board of Directors deems advisable, including to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock in connection with any dividend or distribution of Capital Stock or rights to acquire Capital Stock or from any event treated as such for income tax purposes.

Section 6.06. Restrictions on Adjustments. (a) Except in accordance with Section 6.01, the Exercise Price and the Number of Shares will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing.

(b) Notwithstanding the adjustment provisions in this Warrant Agreement, neither the Exercise Price nor the Number of Shares will be adjusted:

(i) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan;

(ii) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of, or assumed by, the Company or any of its subsidiaries;

(iii) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the preceding clause (ii) and outstanding as of the date the Warrants were first issued; or

(iv) for a change in the par value of the Common Stock.

(c) [RESERVED]

(d) No adjustment shall be made to the Exercise Price or the Number of Shares for any of the transactions described in Section 6.01 if the Company makes provisions for Warrantholders to participate in any such transaction without exercising their Warrants on a basis and with notice that the Board of Directors determines in good faith to be fair and appropriate.

(e) Adjustments to the Number of Shares will be calculated to the nearest 1/10,000th of a share. No adjustment shall be made to the Exercise Price, nor will any corresponding adjustment be made to the Number of Shares, unless the adjustment would result in a change of at least 1% of the Exercise Price; provided that any adjustments that are less than 1% of the Exercise Price shall be carried forward and such carried forward adjustments, regardless of whether the aggregate adjustment is less than 1% of the Exercise Price, shall be made (i) upon exercise of any Warrant; (ii) annually, on May 7^th of each year; and (iii) on each of the 10 Scheduled Trading Days immediately prior to the Expiration Date, unless such adjustment has already been made.

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(f) The Company shall not take any action that would result in an adjustment without complying with NYSE Rule 312.03 (which requires stockholder approval of certain issuances of stock), or any similar rule of any other stock exchange on which the Common Stock may be listed, if applicable.

Section 6.07. Recapitalizations, Reclassifications and Other Changes. (a) If any of the following events occur:

(i) any recapitalization;

(ii) reclassification or change of the outstanding shares of Common Stock (other than changes resulting from a subdivision or combination to which Section 6.01(a) applies);

(iii) any consolidation, merger or combination involving the Company;

(iv) any sale, assignment, conveyance, transfer, lease or other disposition to a third party of all or substantially all of the Company’s property and assets; or

(v) any binding share exchange,

(each such event a “Reorganization Event”), in each case as a result of which the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets (including Cash or any combination thereof) (the “Reference Property”), then, following the effective time of the transaction, the right to receive shares of Common Stock upon exercise of a Warrant shall be changed to a right to receive, upon exercise of such Warrant with respect to each share of Common Stock for which such Warrant is exercisable, the kind and amount of shares of stock, other securities or other property or assets (including Cash or any combination thereof) that a holder of one share of Common Stock would have owned or been entitled to receive in connection with such Reorganization Event (such kind and amount of Reference Property per share of Common Stock, a “Unit of Reference Property”). In the event holders of Common Stock have the opportunity to elect the form of consideration to be received in a Reorganization Event, the type and amount of consideration into which the Warrants shall be exercisable from and after the effective time of such Reorganization Event shall be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock in such Reorganization Event. The Company shall notify the Warrantholders of such weighted average as soon as practicable after such determination is made. The Company hereby agrees not to become a party to any Reorganization Event unless its terms are consistent with this Section 6.07.

(b) At any time from, and including, the effective time of a Reorganization Event:

(i) the Net Share Amount per Warrant shall be a number of Units of Reference Property calculated as set forth in Section 3.04, except that the Daily Settlement Amounts on any Trading Day used to determine such Net Share Amount shall be the Unit Value for such Trading Day;

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(ii) the Company shall pay Cash in lieu of delivering any fraction of a Unit of Reference Property in accordance with Section 3.07 based on the Unit Value as of the Exercise Date; and

(iii) the Daily Settlement Amounts shall be calculated with respect to a Unit of Reference Property.

(c) The value of a Unit of Reference Property (the “Unit Value”) shall be determined as follows:

(i) any shares of common stock of the successor or purchasing corporation or any other corporation that are traded on a national or regional stock exchange included in such Unit of Reference Property shall be valued as if such shares were “Common Stock” using procedures set forth in the definition of “Closing Sale Price” in Section 1.01;

(ii) any other property (other than Cash) included in such Unit of Reference Property shall be valued in good faith by the Board of Directors or by a NYSE member firm selected by the Board of Directors; and

(iii) any Cash included in such Unit of Reference Property shall be valued at the amount thereof.

(d) On or prior to the effective time of any Reorganization Event, the Company or the successor or purchasing Person, as the case may be, shall execute an amendment to this Warrant Agreement providing that the Warrants shall be exercisable for Units of Reference Property in accordance with the terms of this Section 6.07. If the Reference Property in connection with any Reorganization Event includes shares of stock or other securities and assets of a Person other than the successor or purchasing Person, as the case may be, in such Reorganization Event, then the Company shall use commercially reasonable efforts to cause such amendment to this Warrant Agreement to be executed by such other Person and such amendment shall contain such additional provisions to protect the interests of the Warrantholders as the Board of Directors shall reasonably consider necessary by reason of the foregoing. Any such amendment to this Warrant Agreement shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 6. In the event the Company shall execute an amendment to this Warrant Agreement pursuant to this Section 6.07, the Company shall promptly file with the Warrant Agent an Officer’s Certificate briefly stating the reasons therefor, the kind or amount of Cash, securities or property or asset that will comprise a Unit of Reference Property after the relevant Reorganization Event, any adjustment to be made with respect thereto and that all conditions precedent have been complied with. The Company shall cause notice of the execution of amendment to be mailed to each Warrantholder, at its address appearing on the Warrant Register, within 20 Business Days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such amendment.

(e) The above provisions of this Section 6.07 shall similarly apply to successive Reorganization Events.

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(f) If this Section 6.07 applies to any event or occurrence, no other provision of this Article 6 shall apply to such event or occurrence.

(g) This Section 6.07 does not limit the rights of Warrantholders or the Company’s rights in the event of a Designated Event, including Warrantholders’ right to receive an increase in the number of shares of Common Stock deliverable with respect to such Warrants in connection with a Designated Event under Article 4.

Section 6.08. Consolidation, Merger and Sale of Assets. (a) The Company may, without the consent of the Warrantholders, consolidate with, merge into or sell, lease or otherwise transfer in one transaction or a series of related transactions the consolidated assets of the Company and its subsidiaries substantially as an entirety to any corporation organized under the laws of the United States or any of its political subdivisions so long as:

(i) the successor expressly assumes all the Company’s obligations under this Warrant Agreement and the Warrants; and

(ii) an Officer’s Certificate and an Opinion of Counsel, each stating that the consolidation, merger, sale, lease or other transfer complies with the provisions of this Warrant Agreement, have been delivered to the Warrant Agent.

(b) In case of any such consolidation, merger, sale, lease or other transfer and upon any such assumption by the successor corporation, limited liability company, partnership or trust, such successor entity shall succeed to and be substituted for the Company with the same effect as if it had been named herein as the Company. Such successor entity thereupon may cause to be signed, and may issue any or all of the Warrants issuable pursuant to this Warrant Agreement which theretofore shall not have been signed by the Company; and, upon the order of such successor entity, instead of the Company, and subject to all the terms, conditions and limitations in this Warrant Agreement prescribed, the Warrant Agent shall authenticate and deliver, as applicable, any Warrants that previously shall have been signed and delivered by the officers of the Company to the Warrant Agent for authentication, and any Warrants which such successor entity thereafter shall cause to be signed and delivered to the Warrant Agent for such purpose.

Section 6.09. Common Stock Outstanding. For the purposes of this Article 6, the number of shares of Common Stock at any time outstanding shall not include shares held, directly or indirectly, by the Company, but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

Section 6.10. Covenant to Reserve Shares for Issuance on Exercise. (a) The Board of Directors has authorized and reserved for issuance the number of shares of Common Stock initially issuable upon the exercise of all outstanding Warrants for shares of Common Stock. The Board of Directors will continue to reserve for the issuance of any additional shares of Common Stock that become issuable upon the exercise of all outstanding Warrants as a result of an adjustment made pursuant to Section 6.02 of this Agreement until the Expiration Date of the Warrants. The Company covenants that all shares of Common Stock that shall be so issuable shall be duly and validly issued, fully paid and non-assessable.

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(b) The Company agrees to authorize and direct its current and future transfer agents for the Common Stock to reserve for issuance the number of shares of Common Stock specified in this Section 6.10. The Company shall instruct the transfer agent to deliver to the Warrant Agent, upon written request from the Warrant Agent in the form separately agreed between the Warrant Agent and the transfer agent, stock certificates (or beneficial interests therein) required to honor outstanding Warrants upon exercise thereof in accordance with the terms of this Warrant Agreement. Promptly after the date of expiration of Warrants, the Warrant Agent shall certify to the Company the aggregate Number of Warrants then outstanding and related aggregate Number of Shares, and thereafter no shares of Common Stock shall be required to be reserved in respect of such Warrants.

(c) If permitted or required by the rules of any national securities exchange or over the counter market or other domestic market on which the Common Stock is listed at any time, if any, the Company shall apply to have listed or quoted all shares of Common Stock issued upon exercise of the Warrants on any such exchange or market.

Section 6.11. Company’s Determinations Final. The Company shall be responsible for making all calculations called for under this Warrant Agreement. These calculations include, but are not limited to, the Exercise Date, the Daily VWAP, the Closing Sale Price, the Exercise Price, the Number of Shares (yielding the number of shares of Common Stock or Units of Reference Property, if any, for which a Warrant is exercisable). The Company shall make the foregoing calculations in good faith and, absent manifest error, the Company’s calculations shall be final and binding on Warrantholders. The Company shall provide a schedule of the Company’s calculations to the Warrant Agent, and the Warrant Agent is entitled to rely upon the accuracy of the Company’s calculations without independent verification.

Section 6.12. Notice of Adjustments. Whenever the Exercise Price and the Number of Shares is adjusted, the Company shall promptly mail to Warrantholders a notice of the adjustment. The Company shall file with the Warrant Agent such notice and an Officer’s Certificate briefly stating the facts requiring the adjustment and the manner of computing it. Such certificate shall be conclusive evidence that the adjustment is correct, and the Warrant Agent shall not be deemed to have any knowledge of any adjustments unless and until it has received such certificate. The Warrant Agent shall not be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Warrantholder desiring inspection thereof.

Section 6.13. Warrant Agent Not Responsible for Adjustments. The Warrant Agent shall at no time be under any duty or responsibility to any Warrantholder to determine whether any facts exist that may require an adjustment of the Exercise Price and the Number of Shares, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, herein or in any supplemental agreement provided to be employed, in making the same.

Section 6.14. Statements on Warrants. The form of Warrant Certificate need not be changed because of any adjustment made pursuant to this Article 6, and Warrant Certificates issued after such adjustment may state the same information (other than the adjusted Exercise Price and the relevant adjusted Number of Shares) as are stated in the Warrant Certificates

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initially issued pursuant to this Warrant Agreement. However, the Company may at any time in its sole discretion (which shall be conclusive) make any change in the form of Warrant Certificate that it may deem appropriate and that does not materially adversely affect the interest of the Warrantholders; and any Warrant Certificates thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant Certificate or otherwise, may be in the form as so changed.

Section 6.15. Public Announcement of Adjustments. Upon any adjustment of the Exercise Price or the Number of Shares, the Company shall promptly notify the Warrantholders and the Warrant Agent of the details of any such adjustment and issue a press release through Dow Jones & Company, Inc. or Bloomberg Business News or other similarly broad public medium that is customary for such press releases (and make the press release available on the Company’s website).

Section 6.16. Deferral of Adjustments. In any case in which Section 6.01 provides that an adjustment shall become effective immediately after (a) a Record Date for an event, (b) the Effective Date (in the case of a subdivision or combination of the Common Stock) or (c) the Offer Expiration Date for any tender or exchange offer pursuant to Section 6.01(e) (each a “Determination Date”), the Company may elect to defer, until the later of the date the adjustment to the Exercise Price and Number of Shares can be definitively determined and the occurrence of the applicable Adjustment Event (as hereinafter defined), (i) issuing to the Warrantholder of any Warrant exercised after such Determination Date and before the occurrence of such Adjustment Event, the additional shares of Common Stock or other securities or assets issuable upon such exercise by reason of the adjustment required by such Adjustment Event over and above the Common Stock issuable upon such exercise before giving effect to such adjustment and (ii) paying to such Warrantholder any amount in Cash in lieu of any fractional share of Common Stock pursuant to Section 3.07. For the purposes of this Section 6.16, the term “Adjustment Event” shall mean (A) in any case referred to in clause (a) or clause (b) hereof, the occurrence of such event, (B) in any case referred to in clause (c) hereof, the date a sale or exchange of Common Stock pursuant to such tender or exchange offer is consummated and becomes irrevocable.

Section 6.17. Limitations on Adjustment for Issuance of Common Stock or Preferred Stock. Except as specifically set forth herein, the Exercise Price will not be subject to adjustment in the case of the issuance of any shares of Common Stock or Preferred Stock, or securities exchangeable for or convertible into shares of Common Stock or Preferred Stock.

ARTICLE 7

OTHER PROVISIONS RELATING TO RIGHTS OF WARRANTHOLDERS

Section 7.01. No Rights as Stockholders. Warrantholders shall not be entitled, by virtue of holding Warrants, to vote, to consent, to receive dividends, to receive notice as stockholders with respect to any meeting of stockholders for the election of the Company’s directors or any other matter, or to exercise any rights whatsoever as the Company’s stockholders unless, until and only to the extent such holders become holders of record of shares of Common Stock delivered upon settlement of the Warrants.

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Section 7.02. Mutilated or Missing Warrant Certificates. If any Warrant at any time is mutilated, defaced, lost, destroyed or stolen, then on the terms set forth in this Warrant Agreement, such Warrant may be replaced at the cost of the applicant (including legal fees of the Company) at the office of the Warrant Agent. The applicant for a new Warrant shall, in the case of any mutilated or defaced Warrant, surrender such Warrant to the Warrant Agent and, in the case of any lost, destroyed or stolen Warrant, furnish evidence reasonably satisfactory to the Warrant Agent of such loss, destruction or theft, and, in each case (a) furnish evidence satisfactory to the Warrant Agent of the ownership and authenticity of the Warrant together with an affidavit and an open-penalty surety bond as the Warrant Agent may require and (b) comply with such other reasonable regulations and pay such other reasonable charges as the Warrant Agent may prescribe and as required by Section 8-405 of the Uniform Commercial Code as in effect in the State of New York. Any such new Warrant Certificate shall constitute an original contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant Certificate shall be at any time enforceable by anyone. An applicant for such a substitute Warrant Certificate shall also comply with such other reasonable regulations and pay such other reasonable charges as the Company or the Warrant Agent may prescribe. All Warrant Certificates shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the substitution for lost, stolen, mutilated or destroyed Warrant Certificates, and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the substitution for and replacement of negotiable instruments or other securities without their surrender.

Section 7.03. Modification, Waiver and Meetings. (a) This Warrant Agreement may be modified or amended by the Company and the Warrant Agent in writing, without the consent of any Warrantholder, for the purposes of, among other things:

(i) adding covenants for the benefit of the Warrantholders;

(ii) adding a guarantor of the Company’s performance obligations or other security for the benefit of the Warrantholders;

(iii) surrendering any right or power conferred upon the Company;

(iv) providing for the settlement upon exercise of Warrants if any reclassification or change of Common Stock or any consolidation, merger, sale, lease or other transfer of the consolidated assets of the Company and its subsidiaries substantially as an entirety occurs;

(v) providing for the assumption of the Company’s obligations in the case of a merger, consolidation, conveyance, sale, lease or other transfer;

(vi) adjusting the Exercise Price or the Number of Shares in the manner described in this Warrant Agreement;

(vii) curing any ambiguity or correcting or supplementing any defective provision contained in this Warrant Agreement; provided that such modification or amendment does not adversely affect the interests of the Warrantholders in any material respect; and

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(viii) adding or modifying any other provisions that the Company may deem necessary or desirable and which will not adversely affect the interests of the Warrantholders in any material respect.

(b) Modifications and amendments to this Warrant Agreement or to the terms and conditions of Warrants may also be made by the Company and the Warrant Agent in writing, and noncompliance with any provision of the Warrant Agreement or Warrants may be waived, either:

(i) with the written consent of the Warrantholders of Warrants representing a majority of the aggregate Number of Warrants at the time outstanding; or

(ii) by the adoption of a resolution at a meeting of Warrantholders called with proper notice at which a quorum is present by at least a number of Warrantholders of Warrants representing a majority of the Number of Warrants represented at such meeting.

(c) However, no such modification, amendment or waiver may, without the written consent or the affirmative vote of each Warrantholder affected:

(i) change the Expiration Date;

(ii) increase the Exercise Price or decrease the Number of Shares (except as explicitly set forth in Article 6);

(iii) impair the right to institute suit for the enforcement of any payment or delivery with respect to the exercise and settlement of any Warrant;

(iv) except as otherwise expressly permitted by provisions of this Warrant Agreement concerning specified reclassifications or corporate reorganizations, impair or adversely affect the exercise rights of Warrantholders, including any change to the calculation or payment of the Net Share Amount;

(v) reduce the percentage of Warrants outstanding necessary to modify or amend this Warrant Agreement or to waive any past default; or

(vi) reduce the percentage in Warrants outstanding required for any other waiver under this Warrant Agreement.

(d) The quorum at any meeting called to adopt a resolution will be Persons holding or representing Warrants representing a majority of the aggregate Number of Warrants at the time outstanding.

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ARTICLE 8

CONCERNING THE WARRANT AGENT AND OTHER MATTERS

Section 8.01. Payments Generally. All payments hereunder shall be made in Dollars.

Section 8.02. Payment of Certain Taxes. (a) The Company shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the initial issuance of the Warrants hereunder.

(b) The Company shall pay any and all documentary, stamp or similar issue or transfer taxes that may be payable upon the issuance of Common Stock upon the exercise of Warrants hereunder and the issuance of stock certificates in respect thereof in the respective names of, or in such names as may be directed by, the exercising Warrantholders; provided, however, that, the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such stock certificate, any Warrant Certificates or other securities in a name other than that of the registered holder of the Warrant Certificate surrendered upon exercise of the Warrant, and the Company shall not be required to issue or deliver such certificates or other securities unless and until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

Section 8.03. Certain Tax Filings. The Warrant Agent shall prepare and file with the appropriate governmental agency all appropriate tax information forms in respect of any payments made by the Warrant Agent hereunder (including, without limitation, Internal Revenue Service Form 1099-B) during each calendar year, or any portion thereof, during which the Warrant Agent performs services hereunder.

Section 8.04. Change of Warrant Agent. (a) The Warrant Agent may resign its duties and be discharged from all further duties and liabilities hereunder after giving 60 days’ notice in writing to the Company, except that such shorter notice may be given as the Company shall, in writing, accept as sufficient. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor warrant agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 60 days after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated warrant agent or by any holder of Warrants (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the holder of any Warrants may apply to any court of competent jurisdiction for the appointment of a successor warrant agent.

(b) The Warrant Agent may be removed by the Company at any time upon 30 days’ written notice to the Warrant; provided, however, that the Company shall not be required to remove the Warrant Agent until a successor warrant agent meeting the qualifications hereof shall have been appointed. In no event shall the Warrant Agent be required to continue to perform hereunder for more than 30 days following the notice indicated in this Section 8.04(b).

(c) Any successor warrant agent, whether appointed by the Company or by such a court, shall be a corporation or banking association organized, in good standing and doing business under the laws of the United States of America or any state thereof or the District of Columbia, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by Federal or state authority and having a combined capital and surplus of not less than $50,000,000. The combined capital and surplus of any such successor warrant agent shall be deemed to be the combined capital and surplus as set forth in the most recent report of its condition published prior to its appointment; provided that such reports are

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published at least annually pursuant to law or to the requirements of a Federal or state supervising or examining authority. After appointment, any successor warrant agent shall be vested with all the authority, powers, rights, immunities, duties and obligations of its predecessor warrant agent with like effect as if originally named as warrant agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor warrant agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor warrant agent all the authority, powers and rights of such predecessor warrant agent hereunder; and upon request of any successor warrant agent, the Company shall make, execute, acknowledge and deliver any and all instruments in writing to more fully and effectually vest in and conform to such successor warrant agent all such authority, powers, rights, immunities, duties and obligations. Upon assumption by a successor warrant agent of the duties and responsibilities hereunder, the predecessor warrant agent shall deliver and transfer, at the expense of the Company, to the successor warrant agent any property at the time held by it hereunder. As soon as practicable after such appointment, the Company shall give notice thereof to the predecessor warrant agent, the Warrantholders and each transfer agent for the shares of its Common Stock. Failure to give such notice, or any defect therein, shall not affect the validity of the appointment of the successor warrant agent.

(d) Any entity into which the Warrant Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party, shall be the successor Warrant Agent under this Warrant Agreement without any further act. In case at the time such successor to the Warrant Agent shall succeed to the agency created by this Warrant Agreement, any of the Warrant Certificates shall have been countersigned but not delivered, any such successor to the Warrant Agent may adopt the countersignature of the original Warrant Agent and deliver such Warrant Certificates so countersigned, and in case at that time any of the Warrant Certificates shall not have been countersigned, any successor to the Warrant Agent may countersign such Warrant Certificates either in the name of the predecessor Warrant Agent or in the name of the successor Warrant Agent; and in all such cases Warrant Certificates shall have the full force provided in the Warrant Certificates and in this Warrant Agreement.

(e) In case at any time the name of the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have been countersigned but not delivered, the Warrant Agent may adopt the countersignatures under its prior name and deliver such Warrant Certificates so countersigned; and in case at that time any of the Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign such Warrant Certificates either in its prior name or in its changed name; and in all such cases such Warrant Certificates shall have the full force provided in the Warrant Certificates and in this Warrant Agreement.

Section 8.05. Compensation; Further Assurances. The Company agrees that it will (a) pay the Warrant Agent reasonable compensation for its services as Warrant Agent hereunder and, except as otherwise expressly provided, will pay or reimburse the Warrant Agent upon demand for all reasonable expenses, disbursements and advances incurred or made by the Warrant Agent in accordance with any of the provisions of this Warrant Agreement (including the reasonable compensation, expenses and disbursements of its agents and counsel) except any such expense, disbursement or advance as may arise from its or any of their gross negligence or bad faith, and (b) perform, execute, acknowledge and deliver or cause to be performed, executed,

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acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Warrant Agreement.

Section 8.06. Reliance on Counsel. The Warrant Agent may consult with legal counsel (who may be legal counsel for the Company), and the written opinion of such counsel or any advice of legal counsel subsequently confirmed by a written opinion of such counsel shall be full and complete authorization and protection to the Warrant Agent as to any action taken or omitted by it in good faith and in accordance with such written opinion or advice.

Section 8.07. Proof of Actions Taken. Whenever in the performance of its duties under this Warrant Agreement the Warrant Agent shall deem it necessary or desirable that any matter be proved or established by the Company prior to taking or suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of bad faith on the part of the Warrant Agent, be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the Warrant Agent; and such Officer’s Certificate shall, in the absence of bad faith on the part of the Warrant Agent, be full warrant to the Warrant Agent for any action taken, suffered or omitted in good faith by it under the provisions of this Warrant Agreement in reliance upon such certificate; but in its discretion the Warrant Agent may in lieu thereof accept other evidence of such fact or matter or may require such further or additional evidence as to it may seem reasonable.

Section 8.08. Correctness of Statements. The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Warrant Agreement or in the Warrant Certificates (except its countersignature thereof) or be required to verify the same, and all such statements and recitals are and shall be deemed to have been made by the Company only.

Section 8.09. Validity of Agreement. The Warrant Agent shall not be under any responsibility in respect of the validity of this Warrant Agreement or the execution and delivery hereof or in respect of the validity or execution of any Warrant Certificates (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Warrant Agreement or in any Warrant Certificate; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Warrant Agreement or any Warrants or as to whether any shares of Common Stock will, when issued, be validly issued and fully paid and nonassessable.

Section 8.10. Use of Agents. The Warrant Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents and the Warrant Agent shall not be responsible for the misconduct or negligence of any agent or attorney, provided due care had been exercised in the appointment and continued employment thereof.

Section 8.11. Indemnification of Warrant Agent. The Warrant Agent shall incur no liability or responsibility to the Company or to any holder of Warrants for any action taken in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or

-34-

instrument believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all losses, expenses and liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted in good faith by the Warrant Agent in the execution of this Warrant Agreement or otherwise arising in connection with this Warrant Agreement, except as a result of the Warrant Agent’s negligence or willful misconduct or bad faith.

Section 8.12. Legal Proceedings. The Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more Warrantholders shall furnish the Warrant Agent with reasonable security and indemnity for any costs and expenses which may be incurred, but this provision shall not affect the power of the Warrant Agent to take such action as the Warrant Agent may consider proper, whether with or without any such security or indemnity.

Section 8.13. Other Transactions in Securities of the Company. The Warrant Agent in its individual or any other capacity may become the owner of Warrants or other securities of the Company, or become peculiarly interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Warrant Agent under this Warrant Agreement. Nothing herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.

Section 8.14. Actions as Agent. The Warrant Agent shall act hereunder solely as agent and not in a ministerial or fiduciary capacity, and its duties shall be determined solely by the provisions hereof. The duties and obligations of the Warrant Agent shall be determined solely by the express provisions of the Warrant Agreement, and the Warrant Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in the Warrant Agreement. No implied covenants or obligations shall be read into the Warrant Agreement against the Warrant Agent. No provision of the Warrant Agreement shall require the Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

Section 8.15. Appointment and Acceptance of Agency. The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance with the instructions set forth in this Warrant Agreement, and the Warrant Agent hereby accepts the agency established by this Warrant Agreement and agrees to perform the same upon the terms and conditions herein set forth.

Section 8.16. Liability of Warrant Agent. Notwithstanding anything contained herein to the contrary, excluding the Warrant Agent’s gross negligence, bad faith or willful misconduct, the Warrant Agent’s aggregate liability during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company to the Warrant Agent as fees and charges, but not including reimbursable expenses. Neither party to this

-35-

Agreement shall be liable to the other party for any consequential, indirect, special or incidental damages under any provisions of this Agreement or for any consequential, indirect, penal, special or incidental damages arising out of any act or failure to act hereunder even if that party has been advised of or has foreseen the possibility of such damages.

Section 8.17. Successors and Assigns. All the covenants and provisions of this Warrant Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.

Section 8.18. Notices. Any notice or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent or by any Warrantholder to or on the Company shall be sufficiently given or made if sent by mail first-class, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:

ING U.S., Inc.
230 Park Avenue
New York, NY 20269
Attention: Executive Vice President and Chief Legal Officer
Telephone:	212-309-6581
Fax:	212-309-8364

Any notice or demand authorized by this Warrant Agreement to be given or made by any Warrantholder or by the Company to or on the Warrant Agent shall be sufficiently given or made if sent by mail first-class, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:

Computershare Inc.
250 Royall Street
Canton, MA 02021
Attention:	Corporate Actions
Telephone:	781-575-3816
Fax:	781-575-2901

Any notice of demand authorized by this Warrant Agreement to be given or made to any Warrantholder shall be sufficiently given or made if sent by first-class mail, postage prepaid to the last address of such Warrantholder as it shall appear on the Warrant Register. Any notice to the owners of a beneficial interest in a Global Warrant shall be distributed through the Depositary in accordance with the procedures of the Depositary, and such notice shall be deemed to be effective at the time of dispatch to the Depositary.

Section 8.19. Applicable Law. The validity, interpretation and performance of this Warrant Agreement and of the Warrant Certificates shall be governed by the law of the State of New York without giving effect to the principles of conflicts of laws thereof.

-36-

Section 8.20. Benefit of this Warrant Agreement. Nothing in this Warrant Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any Person other than the parties hereto and the Warrantholders any right, remedy or claim under or by reason of this Warrant Agreement or of any covenant, condition, stipulation, promise or agreement hereof, and all covenants, conditions, stipulations, promises and agreements contained in this Warrant Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and of the Warrantholders.

Section 8.21. Registered Warrantholders. Prior to due presentment for registration of transfer, the Company and the Warrant Agent may deem and treat the Person in whose name any Warrants are registered in the Warrant Register as the absolute owner thereof for all purposes whatever (notwithstanding any notation of ownership or other writing thereon made by anyone other than the Company or the Warrant Agent) and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary or be bound to recognize any equitable or other claim to or interest in any Warrants on the part of any other Person and shall not be liable for any registration of transfer of Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary unless made with actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration of transfer or with such knowledge of such facts that its participation therein amounts to bad faith.

Section 8.22. Inspection of this Warrant Agreement. A copy of this Warrant Agreement shall be available at all reasonable times for inspection by any Warrantholder or owner of a beneficial interest in a Global Warrant at the principal office of the Warrant Agent. The Warrant Agent may require any such holder to submit his Warrant Certificate for inspection by it before allowing such holder to inspect a copy of this Warrant Agreement.

Section 8.23. Headings. The Article and Section headings herein are for convenience only and are not a part of this Warrant Agreement and shall not affect the interpretation thereof.

Section 8.24. Counterparts. This Warrant Agreement may be executed in any number of counterparts on separate counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

[Signature page follows]

-37-

IN WITNESS WHEREOF, this Warrant Agreement has been duly executed by the parties hereto as of the day and year first above written.

ING U.S., Inc.
By:	/s/ Alain M. Karaoglan
	Name:	Alain M. Karaoglan
	Title:	Executive Vice President and Chief Operating Officer
By:	/s/ Ewout L. Steenbergen
	Name:	Ewout L. Steenbergen
	Title:	Executive Vice President and Chief Financial Officer

Computershare Inc. and Computershare Trust Company, N.A.
By:	/s/ Neda Sheridan
	Name: Neda Sheridan
	Title:   Vice President

[Signature Page to Warrant Agreement]

EXHIBIT A

FORM OF WARRANT CERTIFICATE

[FACE]

No.	CUSIP No.
	Number of Warrants:

[THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.]

[UNLESS THIS GLOBAL WARRANT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ING U.S., INC. (THE “ISSUER”), THE CUSTODIAN OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL WARRANT SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL WARRANT SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO ON THE REVERSE HEREOF.]¹

WARRANT TO PURCHASE SHARES OF COMMON STOCK

ING U.S., INC.

NUMBER OF WARRANTS: [                    ] Warrants, each of which is exercisable initially for one share of Common Stock, subject to adjustment as described in the Warrant Agreement dated May 7, 2013 (the “Warrant Agreement”), between ING U.S., Inc. (the “Company”) and Computershare Inc. and Computershare Trust Company, N.A., collectively, as Warrant Agent.

¹  Bracketed language only appears on Global Warrants held in the name of DTC (or nominee thereof).

A-1

EXERCISE PRICE: Initially, $[                ] per share of Common Stock for which a Warrant is exercisable, subject to adjustment as described in the Warrant Agreement.

FORM OF PAYMENT OF EXERCISE PRICE: Net Share Settlement.

FORM OF SETTLEMENT: Upon exercise of any Warrants represented hereby, the Warrantholder shall be entitled to receive, without any payment therefor, a number of shares of Common Stock equal to the Net Share Amount, together with Cash in lieu of any fractional shares, in each case, as described in the Warrant Agreement.

DATES OF EXERCISE: At any time on or after [May 7, 2014][January 1, 2017²], and from time to time, prior to the Close of Business on the Expiration Date, the Warrantholder shall be entitled to exercise all Warrants then represented hereby and outstanding or any portion thereof (which shall not include any fractional Warrants). [Notwithstanding the foregoing, if a member of the ING Affiliated Group has a beneficial interest in any of the Warrants represented hereby, the Warrantholder shall be entitled to exercise such Warrants in which such member of the ING Affiliated Group has a beneficial interest only on or after January 1, 2017 and prior to the Close of Business on the Expiration Date]³.

PROCEDURE FOR EXERCISE: The Warrants represented by this Warrant Certificate may be exercised by (a) in the case of a Certificated Warrant, surrendering the Warrant Certificate evidencing such Warrant at the principal office of the Warrant Agent (or successor warrant agent), with the exercise notice set forth on the reverse of the Warrant Certificate duly completed and executed, together with any applicable transfer taxes, or (b) in the case of a Global Warrant, complying with the procedures established by the Depositary for the exercise of Warrants.

AUTOMATIC EXERCISE: Any unexercised Warrant shall be automatically exercised for the benefit of the Warrantholder (a) on the Expiration Date if a Warrant is not exercised by the Warrantholder prior to the Close of Business on the Expiration Date, or (b) on the relevant Effective Date upon an occurrence of a Cash Designated Event, in each case of (a) and (b) if any shares of Common Stock or Cash in lieu of any fractional shares are deliverable to the Warrantholder as a result of the Net Share Settlement calculation, or in the case of (b) if additional shares of Common Stock are deliverable as a result of a Designated Event, as of the Expiration Date or such Effective Date, as applicable.

ADJUSTMENTS: The Exercise Price and the Number of Shares will be subject to adjustment upon the occurrence of certain events as described in the Warrant Agreement.

DESIGNATED EVENT: If a Designated Event occurs prior to the Expiration Date and a Warrantholder elects to exercise Warrants in connection with such Designated Event, the number of shares to which the Warrantholder is entitled will be increased with respect to such exercised Warrants, as described in the Warrant Agreement.

EXPIRATION DATE: May 7, 2023.

²  Bracketed language to be included in Certificated Warrant if the Warrantholder is a member of the ING Affiliated Group.

³  Bracketed language only appears on Global Warrants.

A-2

THIS WARRANT CERTIFICATE certifies that                     , or its registered assigns, is the Warrantholder of the Number of Warrants (the “Warrants”) specified above[, as modified in Schedule A hereto,]⁴ (such number subject to adjustment from time to time as described in the Warrant Agreement).

In connection with the exercise of any Warrants, (a) the Company shall determine the Net Share Amount for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Warrantholder, on the applicable Settlement Date, for each Warrant exercised, a number of shares of Common Stock equal to the relevant Net Share Amount together with Cash in lieu of any fractional shares as described in the Warrant Agreement and, in the case of a Designated Event, such number of additional shares of Common Stock to which the Warrantholder is entitled as a result of an exercise of such Warrant in connection therewith.

Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, Warrants will not entitle the Warrantholder to any of the rights of the holders of shares of Common Stock.

Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place.

This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent.

In the event of any inconsistency between the Warrant Agreement and this Warrant Certificate, the Warrant Agreement shall govern.

[Signature page follows]

⁴  Bracketed language only appears on Global Warrants.

A-3

IN WITNESS WHEREOF, ING U.S., INC. has caused this instrument to be duly executed.

Dated:

ING U.S., INC.
By:
	Name:
	Title:
By:
	Name:
	Title:

Attest:

By:

Countersigned as of the date above written:

By:

A-4

[FORM OF REVERSE OF WARRANT CERTIFICATE]

ING U.S., INC.

The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued by the Company pursuant to a Warrant Agreement, dated May 7, 2013 (the “Warrant Agreement”), between ING U.S., Inc. and Computershare Inc. and Computershare Trust Company, N.A., (collectively, the “Warrant Agent”), and are subject to the terms and provisions contained in the Warrant Agreement, to all of which terms and provisions each Warrantholder consents by acceptance of this Warrant Certificate or a beneficial interest therein. Without limiting the foregoing, all capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Warrant Agreement. A copy of the Warrant Agreement is on file at the Warrant Agent’s Office.

The Warrant Agreement and the terms of the Warrants are subject to amendment as provided in the Warrant Agreement.

This Warrant Certificate shall be governed by, and interpreted in accordance with, the laws of the State of New York without regard to the conflicts of laws principles thereof.

A-5

[To be attached if Warrant is a Certificated Warrant]

(FORM OF EXERCISE NOTICE)

Computershare Inc. and Computershare Trust Company, N.A.

250 Royall Street

Canton, MA 02021

Attention: Corporate Actions

The undersigned (the “Registered Warrantholder”) hereby irrevocably exercises                      Warrants (the “Exercised Warrants”) and delivers to you herewith a Warrant Certificate or Warrant Certificates, registered in the Registered Warrantholder’s name, representing a Number of Warrants at least equal to the number of Exercised Warrants.

The Registered Warrantholder hereby directs the Warrant Agent to:

(a) deliver the Net Share Amount for each of the Exercised Warrants as follows:                                                                      ; and

(b) if the number of Exercised Warrants is less than the Number of Warrants represented by the enclosed Warrant Certificates, to deliver a Warrant Certificate representing the unexercised Warrants to:                                                                                  .

Dated:
		(Registered Warrantholder)
	By:
		Authorized Signature
		Address:
		Telephone:

A-6

[To Be Attached if Warrant is a Global Warrant]

SCHEDULE A

SCHEDULE OF INCREASES OR DECREASES IN WARRANTS

The initial Number of Warrants represented by this Global Warrant is                     . In accordance with the Warrant Agreement dated May 7, 2013, between ING U.S., Inc. and Computershare Inc. and Computershare Trust Company, N.A., as Warrant Agent, the following increases or decreases in the Number of Warrants represented by this certificate have been made:

Date Amount of
increase in
Number of
Warrants
evidenced by
this Global
Warrant Amount of
decrease in
Number of
Warrants
evidenced by
this Global
Warrant Number of
Warrants
evidenced by
this Global
Warrant
following such
decrease or
increase Signature of authorized signatory

A-7

[To Be Attached if Warrant is a Global Warrant or Certificated Warrant]

(FORM OF ASSIGNMENT)

FOR VALUE RECEIVED, the undersigned assigns and transfers the Warrant(s) represented by this Certificate to:

Name, Address and ZIP Code of Assignee

and irrevocably appoints

Name of Agent

as its agent to transfer this Warrant Certificate on the books of the Warrant Agent.

Date:

Name of Transferee
By
	Name:
	Title:

(Sign exactly as your name appears on the other side of this Certificate)

NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to SEC Rule 17Ad-15.

A-8

EXHIBIT B-1

FORM OF PRIVATE PLACEMENT LEGEND

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.

B-1-1

EXHIBIT B-2

FORM OF GLOBAL WARRANT LEGEND

UNLESS THIS GLOBAL WARRANT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ING U.S., INC. (THE “ISSUER”), THE CUSTODIAN OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL WARRANT SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL WARRANT SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE WARRANT AGREEMENT REFERRED TO ON THE REVERSE HEREOF.

B-2-1

EX-99.2

Exhibit 99.2

WARRANT CERTIFICATE

No. 001 Number of Warrants: 26,050,846

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.

WARRANT TO PURCHASE SHARES OF COMMON STOCK

ING U.S., INC.

NUMBER OF WARRANTS: 26,050,846 Warrants, each of which is exercisable initially for one share of Common Stock, subject to adjustment as described in the Warrant Agreement dated May 7, 2013 (the “Warrant Agreement”), between ING U.S., Inc. (the “Company”) and Computershare Inc. and Computershare Trust Company, N.A., collectively, as Warrant Agent.

EXERCISE PRICE: Initially, $48.75 per share of Common Stock for which a Warrant is exercisable, subject to adjustment as described in the Warrant Agreement.

FORM OF PAYMENT OF EXERCISE PRICE: Net Share Settlement.

FORM OF SETTLEMENT: Upon exercise of any Warrants represented hereby, the Warrantholder shall be entitled to receive, without any payment therefor, a number of shares of Common Stock equal to the Net Share Amount, together with Cash in lieu of any fractional shares, in each case, as described in the Warrant Agreement.

DATES OF EXERCISE: At any time on or after January 1, 2017, and from time to time, prior to the Close of Business on the Expiration Date, the Warrantholder shall be entitled to exercise all Warrants then represented hereby and outstanding or any portion thereof (which shall not include any fractional Warrants).

PROCEDURE FOR EXERCISE: The Warrants represented by this Warrant Certificate may be exercised by surrendering this Warrant Certificate at the principal office of the Warrant Agent (or successor warrant agent), with the exercise notice set forth on the reverse of this Warrant Certificate duly completed and executed, together with any applicable transfer taxes.

AUTOMATIC EXERCISE: Any unexercised Warrant shall be automatically exercised for the benefit of the Warrantholder (a) on the Expiration Date if a Warrant is not exercised by the Warrantholder prior to the Close of Business on the Expiration Date, or (b) on the relevant Effective Date upon an occurrence of a Cash Designated Event, in each case of (a) and (b) if any

shares of Common Stock or Cash in lieu of any fractional shares are deliverable to the Warrantholder as a result of the Net Share Settlement calculation, or in the case of (b) if additional shares of Common Stock are deliverable as a result of a Designated Event, as of the Expiration Date or such Effective Date, as applicable.

ADJUSTMENTS: The Exercise Price and the Number of Shares will be subject to adjustment upon the occurrence of certain events as described in the Warrant Agreement.

DESIGNATED EVENT: If a Designated Event occurs prior to the Expiration Date and a Warrantholder elects to exercise Warrants in connection with such Designated Event, the number of shares to which the Warrantholder is entitled will be increased with respect to such exercised Warrants, as described in the Warrant Agreement.

EXPIRATION DATE: May 7, 2023.

THIS WARRANT CERTIFICATE certifies that ING GROEP N.V, or its registered assigns, is the Warrantholder of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement).

In connection with the exercise of any Warrants, (a) the Company shall determine the Net Share Amount for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Warrantholder, on the applicable Settlement Date, for each Warrant exercised, a number of shares of Common Stock equal to the relevant Net Share Amount together with Cash in lieu of any fractional shares as described in the Warrant Agreement and, in the case of a Designated Event, such number of additional shares of Common Stock to which the Warrantholder is entitled as a result of an exercise of such Warrant in connection therewith.

Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, Warrants will not entitle the Warrantholder to any of the rights of the holders of shares of Common Stock.

Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place.

This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent.

In the event of any inconsistency between the Warrant Agreement and this Warrant Certificate, the Warrant Agreement shall govern.

[Signature page follows]

IN WITNESS WHEREOF, ING U.S., INC. has caused this instrument to be duly executed.

Dated: May 7, 2013

ING U.S., INC.
By:	/s/ Alain M. Karaoglan
	Name:	Alain M. Karaoglan
	Title:	Executive Vice President and Chief Operating Officer

By:	/s/ Ewout L. Steenbergen
	Name:	Ewout L. Steenbergen
	Title:	Executive Vice President and Chief Financial Officer

Attest:
By:	/s/ Harris Oliner
Countersigned as of the date above written:
By:	/s/ Thomas Barbely

(REVERSE OF WARRANT CERTIFICATE)

ING U.S., INC.

The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants issued by the Company pursuant to a Warrant Agreement, dated May 7, 2013 (the “Warrant Agreement”), between ING U.S., Inc. and Computershare Inc. and Computershare Trust Company, N.A., (collectively, the “Warrant Agent”), and are subject to the terms and provisions contained in the Warrant Agreement, to all of which terms and provisions each Warrantholder consents by acceptance of this Warrant Certificate or a beneficial interest therein. Without limiting the foregoing, all capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Warrant Agreement. A copy of the Warrant Agreement is on file at the Warrant Agent’s Office.

The Warrant Agreement and the terms of the Warrants are subject to amendment as provided in the Warrant Agreement.

This Warrant Certificate shall be governed by, and interpreted in accordance with, the laws of the State of New York without regard to the conflicts of laws principles thereof.

(FORM OF EXERCISE NOTICE)

Computershare Inc. and Computershare Trust Company, N.A.

250 Royall Street

Canton, MA 02021

Attention: Corporate Actions

The undersigned (the “Registered Warrantholder”) hereby irrevocably exercises                      Warrants (the “Exercised Warrants”) and delivers to you herewith a Warrant Certificate or Warrant Certificates, registered in the Registered Warrantholder’s name, representing a Number of Warrants at least equal to the number of Exercised Warrants.

The Registered Warrantholder hereby directs the Warrant Agent to:

(a) deliver the Net Share Amount for each of the Exercised Warrants as follows:                                                                 ; and

(b) if the number of Exercised Warrants is less than the Number of Warrants represented by the enclosed Warrant Certificates, to deliver a Warrant Certificate representing the unexercised Warrants to:                                                                                  .

Dated:
		(Registered Warrantholder)
	By:
		Authorized Signature
		Address:
		Telephone:

(FORM OF ASSIGNMENT)

FOR VALUE RECEIVED, the undersigned assigns and transfers the Warrant(s) represented by this Certificate to:

Name, Address and ZIP Code of Assignee

and irrevocably appoints

Name of Agent

as its agent to transfer this Warrant Certificate on the books of the Warrant Agent.

Date:
	Name of Transferee
	By:
		Name:
		Title:
(Sign exactly as your name appears on the other side of this Certificate)

NOTICE: The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to SEC Rule 17Ad-15.

EX-99.3

Exhibit 99.3

ING U.S. Prices Initial Public Offering; First Day of Trading on May 2

05/01/2013

NEW YORK, May 1, 2013 — ING U.S., Inc. (ING U.S.) today announced the pricing of its initial public offering (IPO) of approximately 65.2 million shares of common stock at a price to the public of $19.50 per share. The shares are expected to begin trading on the New York Stock Exchange (NYSE) on May 2, 2013 under the symbol “VOYA.” ING U.S. has announced that it will rebrand to Voya Financial beginning in 2014. Closing of the offering is expected to occur on May 7, 2013, subject to customary closing conditions.

The IPO consists of both a primary component offered by ING U.S. and a secondary component offered by Netherlands-based ING Groep N.V. (“ING Group”). Prior to the closing of this offering, ING U.S. is a wholly owned subsidiary of ING Group. Based on the final price, and prior to any exercise by the underwriters of their option to purchase additional shares, the total offering is approximately $1.3 billion in size and will reduce ING Group’s ownership in ING U.S. to 75 percent immediately following the IPO.

Morgan Stanley & Co. LLC, Goldman, Sachs & Co., and Citigroup Global Markets Inc. are acting as joint global coordinators for the offering. Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., and J.P. Morgan Securities LLC are acting as joint book-running managers for the offering.

The offering of these securities will be made only by means of a prospectus. Copies of the prospectus relating to the offering may be obtained from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, email: prospectus@morganstanley.com, telephone: (866) 718-1649; Goldman, Sachs & Co., Prospectus Department, 200 West Street, New York, NY 10282, telephone: (866) 471-2526, facsimile: (212) 902-9316, email: prospectus-ny@ny.email.gs.com; and Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: (800) 831-9146, email: batprospectusdept@citi.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Press Inquiries:   Dana E. Ripley ING U.S. Office: 212.309.8444 dana.ripley@us.ing.com Investor Inquiries:   Darin Arita ING U.S. Office: 212.309.8999 IR@us.ing.com

About ING U.S.

ING U.S., which plans to rebrand in the future as Voya Financial, constitutes the U.S.-based retirement, investment and insurance businesses of Netherlands-based ING Groep N.V. Through the ING U.S. family of companies, we serve the financial needs of approximately 13 million individual and institutional customers with a comprehensive array of products and services, including retirement plans, IRA rollovers and transfers, stable value, institutional investment management, mutual funds, alternative investments, life insurance, employee benefits, fixed and indexed annuities and financial planning. Our dedicated workforce of approximately 7,000 employees is focused on ING U.S.’s vision and mission to guide Americans on their journey to greater retirement readiness and to help make a secure financial future possible — one person, one family and one institution at a time.