Exhibit II. ACKNOWLEDGMENT
Exhibit II. Notwithstanding any provisions in the Agreement, the RSU grant shall be subject to any special terms and conditions set forth in Exhibit II of the Agreement for the Participant's country. Moreover, if the Participant relocates to one of the countries included in Exhibit II, the special terms and conditions for such country will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Exhibit II constitutes part of the Agreement.
Exhibit II. The provisions in this Exhibit II shall apply in respect of any “change of control” under Regulation 1.280G that occurs while the Company is an entity whose stock is readily tradable on an established securities market (or otherwise).
Exhibit II. 12 EXHIBIT III.....................................................13
Exhibit II. Deferred Share Agreement
Exhibit II. P contains a complete list of Sellers' (i) current pension, profit sharing, stock bonus, deferred compensation, retirement or other "employee pension benefit plans," as that term is defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (the "Pension Plans"); (ii) current "employee welfare benefit plans" as that term is defined in Section 3(1) of ERISA, whether insured or otherwise (the "Welfare Benefit Plans"); and (iii) other material employee benefit plans, policies and practices including deferred compensation arrangements or other similar programs (the "Non-ERISA Plans"), maintained or contributed to with respect to any employee of the Business (all of such plans shall hereinafter be referred to collectively as "Employee Plans"). A copy of each Employee Plan has been furnished to Buyer. None of the Employee Plans are "voluntary employees' beneficiary associations" ("VEBAs") as described in Section 501(c)(9) of the Internal Revenue Code of 1986, as amended (the "Code").
Exhibit II. The provisions of Exhibit II are hereby made part of this Agreement in each place where appropriate and are to be used, among other things, to determine the allocation of Profits and Losses and items of income, gain, loss, deduction or credit.
Exhibit II. ING Excessive Trading Policy as of June 1, 2005
Exhibit II. Separation Agreement AND RELEASE
Exhibit II. Retention Limits of the Ceding Company The retention limits of the Ceding Company on any one life for the benefits reinsured hereunder are as follows: Life Insurance Issue Ages Standard Substandard ----- -------- ----------- Tables 1 Tables 5 through 4 through 16 --------- ---------- All Ages 75,000 75,000 None to be accepted Minimum Cession: $1,000 Waiver of Premium Disability Benefits Same as for Life Insurance Accidental Death Benefits None
