TAX SHARING AGREEMENT
THIS AGREEMENT is entered into by and between ING Life Insurance and Annuity
Company (formerly known as Aetna Life Insurance and Annuity Company) ("ILIAC")
and ING Insurance Company of America, Inc. (formerly known as Aetna Insurance
Company of America, Inc.) ("Subsidiary").
WITNESSETH:
WHEREAS, ILIAC and the Subsidiary are members of an affiliated group, as that
term is defined in Section 1504 of the Internal Revenue Code of 1986, as amended
(the "Code"), which expects to file a consolidated federal income tax return for
each taxable year during which the Subsidiary are includible corporations
qualified to so file; and
WHEREAS, it is desirable for the Subsidiary and ILIAC to enter into this Tax
Sharing Agreement ("Agreement") to provide for the manner of computation of the
amounts and timing of payments with regard thereto by ILIAC to the Subsidiary
and by the Subsidiary to ILIAC, and various related matters;
NOW, THEREFORE, in consideration of the agreements contained herein and of other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. AMOUNT OF PAYMENTS
a. GENERAL - For each taxable year during which the Subsidiary is
included in a consolidated federal income tax return with ILIAC,
the Subsidiary will pay to ILIAC an amount equal to the regular
federal income tax liability (including any interest, penalties
and other additions to tax) that the Subsidiary would pay on its
taxable income if it were filing a separate, unconsolidated
return, provided that (i) Tax Assets (as defined herein) will be
treated in accordance with subsection (b) of this section, (ii)
intercompany transactions will be treated in accordance with
income tax regulations governing intercompany transactions in
consolidated returns and subject to any election which may be
made by ILIAC with regard thereto; (iii) the Subsidiary's payment
will be increased to the extent that such Subsidiary generates
Other Taxes, as determined in accordance with subsection (d) of
this section; (iv) such computation will be made as though the
highest rate of tax specified in subsection (b) of Section 11 of
the Code were the only rate set forth in that subsection, and (v)
such computation shall reflect the positions, elections and
accounting methods used by ILIAC in preparing the consolidated
federal income tax return for ILIAC and its Subsidiary.
b. TAX ASSETS - "Tax Asset" shall mean any net operating loss, net
capital loss, investment tax credit, foreign tax credit,
charitable deduction, dividends received deduction or any other
deduction, credit or tax attribute which could reduce taxes.
Except as provided in subsection (c) of this section, for each
taxable year during
which a Subsidiary is included in a consolidated federal income
tax return with ILIAC, ILIAC will pay to the Subsidiary an amount
equal to the tax benefit of the Subsidiary's Tax Assets generated
in such year. The valuation of the tax benefit attributable to a
Subsidiary's Tax Assets shall be made by ILIAC, and shall be
determined without regard to whether such Tax Assets are actually
utilized in the reduction of the consolidated federal income tax
liability for any consolidated taxable year.
c. SEPARATE RETURN YEARS - To the extent any portion of a Tax Asset
of the affiliated group is carried back to a pre-consolidation
separate return year of the Subsidiary (whether by operation of
law or at the discretion of ILIAC) the Subsidiary shall not be
entitled to payment from ILIAC with respect thereto. This shall
be the case whether or not that Subsidiary actually receives
payment for the benefit of such Tax Asset from the Internal
Revenue Service ("IRS") or from the parent of a former affiliated
group.
d. OTHER TAXES - For any taxable year in which the affiliated group
incurs taxes (other than the alternative minimum tax) such as ITC
recapture, environmental tax, etc. ("Other Taxes"), such taxes,
to the extent directly allocable to particular members of the
affiliated group, will be paid by such members. To the extent
such taxes are not directly allocable to particular members of
the affiliated group, such taxes will be paid by ILIAC and/or the
Subsidiary producing the attributes that give rise to such taxes,
in the proportion that such attributes bear to the total amount
of such attributes.
e. ALTERNATIVE MINIMUM TAX ("AMT") AND RELATED MINIMUM TAX CREDIT
("MTC")- For any taxable year in which the affiliated group
incurs an AMT or utilizes a MTC, the Subsidiary producing the
attributes that give rise to the AMT or MTC shall pay to, or
receive from, ILIAC such AMT or MTC amount respectively. The
calculation of the AMT or MTC shall be subject to a methodology
determined by ILIAC in its sole discretion, provided, however,
that any method adopted by ILIAC shall not be changed without
prior notification to all affected Subsidiary. Any payments
required under this subsection are in addition to payments
required under the previous subsections.
f. Unless specifically approved in writing, all payments made
pursuant to this Agreement by the Subsidiary shall be made by the
Subsidiary, and not by any other company or business unit on
behalf of the Subsidiary.
2. INSTALLMENT PAYMENTS
a. DETERMINATION AND TIMING - During and following a taxable year in
which the Subsidiary is included in a consolidated federal income
tax return with ILIAC, it shall pay to ILIAC, or receive from
ILIAC, as the case may be, installment payments of the amount
determined pursuant to section 1 of this Agreement. Payments
shall take place on the dates, on the bases of calculations, and
in amounts that produce cumulative installments, as follows:
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DATE BASIS OF CALCULATION CUMULATIVE INSTALLMENT
---- -------------------- ----------------------
April 15 Prior year annual financial statement 25% of tax liability as determined in prior
year financial statements results updated for
known adjustments
June 15 March 31 three month financial statement 50% of tax liability as determined by current
financial statement annualized results
September 15 June 30 six month financial statement 75% of tax liability as determined by current
financial statement annualized results
December 15 September 30 nine month financial 100% of tax liability as determined by
statement current financial statement annualized results
March 15 Year-end annual financial statement 100% of tax liability as determined by actual
financial statements results for prior year
updated for known adjustments
Not earlier than September Final tax return 100% of tax liability for prior year
15 of the following year
The due dates, basis of calculation and cumulative installments
set forth above and made during a taxable year are intended to
correspond to the applicable percentages as set forth in Section
6655(e)(2)(B)(ii) of the Code. Should the Code be amended to
alter such provisions, it is hereby agreed by the parties to this
Agreement that the provisions will correspondingly change. ILIAC
may revise the schedule of installment payments set forth in this
paragraph, and may provide for annual rather than quarterly
payments in cases where amounts due fall below a certain
threshold, although any such change shall be prospective and
shall not take effect prior to written notice to the Subsidiary.
b. ESTIMATED TAXES AND OTHER AMOUNTS - ILIAC shall pay required
installments of federal estimated taxes pursuant to Code section
6655, and such other amounts with respect to taxes shown on the
consolidated return for the taxable year pursuant to any other
applicable provision of the Code ("tax payment"), to the IRS on
behalf of itself and the Subsidiary. ILIAC shall have the sole
right to determine the amount of each such tax payment with
respect to the affiliated group's tax liability for the taxable
year.
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c. ADDITIONAL PAYMENTS BY SUBSIDIARY - Should the amount of any tax
payment made by ILIAC under this section exceed the sum of
installment payments made by it and the Subsidiary for any
corresponding installment date pursuant to section 2 of this
Agreement, ILIAC may, in its sole discretion, determine the
Subsidiary's fair and reasonable share of that excess, and notify
the Subsidiary thereof and such amount shall be paid over to
ILIAC within 15 business days of the date of notification by
ILIAC. Should ILIAC make any tax payment to the IRS on a date
that does not correspond to the installment dates pursuant to
section 2, the Subsidiary will pay over to ILIAC an amount which
ILIAC may in its sole discretion, determine to be due from the
Subsidiary.
d. PENALTY IN ADDITION TO TAX - If a penalty or an addition to tax
for underpayment of estimated taxes is imposed on the affiliated
group with respect to any required installment under section 6655
of the Code, ILIAC shall, in its sole discretion, determine the
amount of the Subsidiary's share of such penalty or addition to
tax, which amount shall be paid over to ILIAC within 15 business
days of the date of notification by ILIAC.
3. ADJUSTED RETURNS - If any adjustments are made to the income, gains,
losses, deductions or credits of the affiliated group for a taxable
year during which the Subsidiary is a member, whether by reason of the
filing of an amended return, or a claim for refund with respect to such
taxable year, or an audit with respect to such taxable year by the IRS,
the amounts due under this Agreement for such taxable year shall be
redetermined by taking into account such adjustments. If, as a result
of such redetermination, any amounts due under this Agreement shall
differ from the amounts previously paid, then, except as provided in
section 6 hereof, payment of such difference shall be made by the
Subsidiary to ILIAC or by ILIAC to the Subsidiary, as the case may be,
(a) in the case of an adjustment resulting in a refund or credit, not
later than thirty (30) days after the date on which such refund is
received or credit is allowed with respect to such adjustment or (b) in
the case of an adjustment resulting in the assertion of a deficiency,
not later than thirty (30) days after the Subsidiary is notified of the
deficiency. Any amounts due to or from a Subsidiary under this section
shall be determined with respect to such refund or deficiency and any
penalties, interest or other additions to tax which may be imposed.
ILIAC shall indemnify the Subsidiary in the event the Internal Revenue
Service levies upon such Subsidiary's assets for unpaid taxes in excess
of the amount required to be paid by such Subsidiary in relation to a
consolidated federal income tax return filed pursuant to this
Agreement.
4. PROCEDURAL MATTERS - ILIAC shall prepare and file the consolidated
federal income tax return and any other returns, documents or
statements required to be filed with the IRS with respect to the
determination of the federal income tax liability of the affiliated
group. In its sole discretion, ILIAC shall have the right with respect
to any consolidated federal income tax returns which it has filed or
will file, (a) to determine (i) the manner in which such returns,
documents or statements shall be prepared and filed, including, without
limitation, the manner in which any item of income, gain, loss,
deduction or credit shall be reported, (ii) whether any extensions may
be requested and (iii) the elections that will be made by the
Subsidiary, (b) to contest, compromise or settle
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any adjustment or deficiency proposed, asserted or assessed as a result
of any audit of such returns by the IRS, (c) to file, prosecute,
compromise or settle any claim for refund and (d) to determine whether
any refunds to which the affiliated group may be entitled shall be paid
by way of refund or credited against the tax liability of the
affiliated group. The Subsidiary hereby irrevocably appoints ILIAC as
its agent and attorney-in-fact to take such action (including the
execution of documents) as ILIAC may deem appropriate to effect the
foregoing.
5. ADDITIONAL MEMBERS - If future subsidiaries are acquired or created and
they participate in the consolidated federal income tax filing, such
subsidiary shall join in and be bound by this Agreement. This section
will also apply to subsidiaries that are not eligible immediately to
join the affiliated group, when they become eligible to join the
affiliated group.
6. COMPANIES LEAVING ILIAC GROUP - Except as specifically treated to the
contrary herein, the Subsidiary shall be treated as having withdrawn
from this Agreement when the Subsidiary ceases to be a member of the
affiliated group, or upon signing a letter of intent or a definitive
agreement to sell the Subsidiary. Notwithstanding any provision to the
contrary in section 2 hereof, amounts payable to or receivable from
ILIAC shall be recomputed with respect to the Subsidiary, including an
estimate of the remaining taxes actually payable or receivable upon the
filing of the consolidated tax return for the year of withdrawal, as of
the last day the Subsidiary is a member of the affiliated group. Any
amounts so computed as due to or from ILIAC to or from the Subsidiary
shall be paid prior to its leaving the group, provided, however, that
any deficiency or excess of taxes determined on the basis of the tax
return filed for the year of withdrawal, and paid to or from ILIAC
related to the tax liability of the Subsidiary for the portion of the
year of withdrawal during which it had been a member of the affiliated
group, shall be settled not later than November 15 of the year
following the year of the date of withdrawal, in accordance with
section 2 of this Agreement.
The extent to which ILIAC or the Subsidiary is entitled to any other
payments as a result of adjustments, as provided in section 3 hereof,
determined after the Subsidiary has left the affiliated group but
affecting any taxable year during which this Agreement was in effect
with respect to ILIAC and the Subsidiary, shall be provided for
pursuant to a separate written agreement between ILIAC and the
Subsidiary, or its new owner, or in the absence of such agreement,
pursuant to the provision of section 3 hereof. Tax benefits arising
from the Tax Assets of the Subsidiary carried back to tax years during
which the Subsidiary was a member of the affiliated group shall not be
refunded to the Subsidiary, unless specifically provided for pursuant
to a separate written agreement between ILIAC and the Subsidiary, or
its new owner.
In the case of any Tax Asset of a Subsidiary (i) that arose in a
consolidated taxable year during which it was a member of the
affiliated group, (ii) for which the Subsidiary was paid by ILIAC
pursuant to Section 1(b) of this Agreement, and (iii) which has not
been utilized in the reduction of the consolidated federal income tax
liability of the affiliated group for any consolidated taxable period
ending on or before the date that the Subsidiary
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leaves the group, the Subsidiary shall repay to ILIAC prior to the time
it leaves the group the amount of the tax benefit previously received
with respect to the Tax Asset.
7. BOOKS AND RECORDS - The books, accounts and records of ILIAC and the
Subsidiary shall be maintained so as to provide clearly and accurately
the information required for the operation of this Agreement.
Notwithstanding termination of this Agreement, all materials including,
but not limited to, returns, supporting schedules, workpapers,
correspondence and other documents relating to the consolidated federal
income tax return shall be made available to ILIAC and/or the
Subsidiary during regular business hours. Records will be retained by
ILIAC and by the Subsidiary, in a manner satisfactory to ILIAC,
adequate to comply with any audit request by the IRS or appropriate
State taxing authority, and, in any event to comply with any record
retention agreement entered into by ILIAC or the Subsidiary with such
taxing authority.
8. EARNINGS AND PROFITS - The earnings and profits of ILIAC and the
Subsidiary shall be determined during the period in which they are
members of the affiliated group filing a consolidated tax return by
allocating the consolidated tax liability in accordance with Income Tax
Regulations Sections 1.1552-1(a)(2) and 1.1502-33(d)(3).
9. ESCROW AGREEMENTS - The parties hereto agree that, to the extent
required by applicable law, they shall enter into and file with
appropriate jurisdictions any escrow agreements or similar contractual
arrangements with respect to the taxes covered by this Agreement. The
terms of such agreements shall, to the extent set forth therein, and
with respect to the parties thereto, prevail over the terms of this
Agreement.
10. TERMINATION - This Agreement shall be terminated if ILIAC and the
Subsidiary agree in writing to such termination or if the affiliated
group fails to file a consolidated federal income tax return for any
taxable year.
11. ADMINISTRATION - This Agreement shall be administered by the Vice
President of Taxes of ILIAC or, in his/her absence, by any other
officer of ILIAC so designated by the Controller of ILIAC. Disputes
between ILIAC and the Subsidiary shall be resolved by the Vice
President of Taxes of ILIAC or other designated officer and the senior
financial officer of each Subsidiary involved in the dispute.
12. PERIOD COVERED - This Agreement shall be effective with respect to each
party thereto upon signing by such party, and shall supersede all
previous agreements between ILIAC and the Subsidiary with respect to
the matters contained herein and such previous agreement shall
thereupon terminate. The Agreement shall apply to the taxable year
2001, to all prior taxable years which are open to adjustments as
provided in section 3 hereof (to the extent not subject to any separate
tax sharing agreement) and to all subsequent periods unless and until
amended or terminated, as provided in section 10 hereof.
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IN WITNESS WHEREOF, the parties hereto have executed this
Tax Sharing Agreement.
ING Life Insurance and Annuity Company By: /s/ Xxxxx Xxxxxxx-Xxxxxxx
--------------------------
Title: Secretary
ING Insurance Company of America, Inc. By: /s/ Xxxxx Xxxxxxx-Xxxxxxx
--------------------------
Title: Secretary
TAX SHARING AGREEMENT
THIS AGREEMENT is entered into by and between ING AMERICA INSURANCE HOLDINGS,
INC. ("ING") and each of its undersigned subsidiaries (the "Subsidiaries", or in
the singular "Subsidiary").
WITNESSETH:
WHEREAS, ING and/or some or all of the Subsidiaries may join in the filing of a
state or local tax return on a consolidated, combined or unitary basis; and
WHEREAS, it is desirable for the Subsidiaries and ING to enter into this
Tax
Sharing Agreement ("Agreement") to provide for the manner of computation of the
amounts and timing of payments among them, and various related matters;
NOW, THEREFORE, in consideration of the agreements contained herein and of other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. APPLICABILITY
The parties intend that the provisions of this Agreement shall
apply to situations in which a state or local franchise,
income tax or other tax return based on, or measured by, net
income ("state or local income tax return") is filed on behalf
of more than one party to this Agreement on a consolidated,
combined, or unitary basis (each company participating in such
a return is referred to herein as a "Group Member"). ING is
hereby authorized to determine, in its sole discretion,
whether any of the Subsidiaries will be included in the filing
of a consolidated, combined, or unitary state or local income
tax return, or whether any Subsidiary will file a separate,
stand-alone state or local income tax return, in states where
the choice is available.
2. ALLOCATION OF LIABILITY
For each taxable year during which a consolidated, combined or
unitary state or local income tax return is filed, each Group
Member will pay to the Designated Lead Company of such group
an amount determined as follows:
i.) Where the tax liability of the group of companies is
calculated by reference to the consolidated, combined, or
unitary apportionment or allocation factors of the group
as a whole, the amount of tax liability payable by each
Group Member will be determined on the basis of its
proportional share of the total group's apportionment or
allocation factor. Each Group Member generating tax losses
or credits, including any carryovers thereof, will be paid
for such losses or credits as they are recognized and
actually utilized to reduce the total tax liability of the
group.
ii.) Where the tax liability of the group of companies is
calculated for each Group Member on a separate company
basis utilizing separate company apportionment or
allocation factors, the amount of tax liability payable by
each Group Member will be an amount equal to its separate
company tax liability. Separate company losses or credits,
and any carryovers thereof, will only be recognized and
paid for at the time, and to the extent, that they are
utilized in the reduction of the consolidated, combined or
unitary taxable income of the group.
iii.) In those situations in which ING or any of the
Subsidiaries files separate, stand-alone state or local
income tax returns, each such party will be solely
responsible for all taxes, additions to tax, penalties,
and interest associated with such stand-alone filings.
iv.) Unless specifically approved in writing, all payments
made pursuant to this Agreement by a Group Member shall be
made by that Group Member, and not by any other company or
business unit on its behalf.
3. SEPARATE RETURN YEARS
To the extent any portion of a tax loss or credit of a
consolidated, combined or unitary group is carried back or
carried forward to a separate return year of a Group Member
(whether by operation of law or at the discretion of the
Designated Lead Company) the Group Member shall not be
entitled to payment from the Designated Lead Company with
respect thereto. This shall be the case whether or not the
Group Member actually receives payment for the benefit of such
tax loss or credit from the applicable tax authority or
otherwise.
4. INSTALLMENT PAYMENTS
a. During and following a taxable year in which Group
Members are included in a state or local income tax return
filed on a consolidated, combined or unitary basis, each
shall pay to the Designated Lead Company, or receive from
the Designated Lead Company, as the case may be,
installment payments of the amount determined pursuant to
section 2 of this Agreement. Payments shall made by or to
each Group Member in amounts that produce, on a group
basis, cumulative installments consistent with the payment
rules of the applicable taxing authority. Payments shall
be made to/by each Group Member to/by the Designated Lead
Company within 30 days of the installment payment date
mandated by the applicable taxing authority. The
Designated Lead Company may revise the schedule of
installment payments set forth in this paragraph, and may
provide for annual rather than quarterly payments in cases
where amounts due fall below a certain threshold, although
any such change shall be prospective and shall not take
effect prior to written notice to the Group Members.
b. The Designated Lead Company shall pay to the applicable
taxing authority all required installments of state or
local estimated taxes pursuant to applicable provisions of
state or local law on behalf of itself and each Group
Member. The Designated Lead Company shall have the sole
right to determine the amount of each such tax payment
with respect to the group's tax liability for the taxable
year.
c. Should the amount of any tax payment made by the
Designated Lead Company under this section to the taxing
authority exceed the sum of installment payments made by
all Group Members for any corresponding installment date,
the Designated Lead Company may, in its sole discretion,
determine each Group Member's fair and reasonable share of
that excess, and notify each Group Member thereof. The
amount of such excess amount shall be paid over to the
Designated Lead Company within 15 business days of the
date of notification.
d. If a penalty or an addition to tax for underpayment of
estimated taxes is imposed on the group with respect to
any required installment under applicable state or local
law, the Designated Lead Company shall, in its sole
discretion, determine the amount of each Group Member's
share of such penalty or addition to tax, which amount
shall be paid over to the Designated Lead Company within
15 business days of the date of notification.
5. ADJUSTED RETURNS
If any adjustments are made to the consolidated, combined or
unitary returns for a taxable year, whether by reason of the
filing of an amended return, or a claim for refund with
respect to such taxable year, or an audit with respect to such
taxable year, the amounts due under this Agreement for such
taxable year shall be redetermined by the Designated Lead
Company taking into account such adjustments. If, as a result
of such redetermination, any amounts due under this Agreement
shall differ from the amounts previously paid, then, except as
provided in section 6 hereof, payment of such difference shall
be made by each Group Member to the Designated Lead Company,
or by the Designated Lead Company to the Group Member, as the
case may be, (a) in the case of an adjustment resulting in a
refund or credit, not later than thirty (30) days after the
date on which such refund is received or credit is allowed
with respect to such adjustment or (b) in the case of an
adjustment resulting in the assertion of a deficiency, not
later than thirty (30) days after the Group Member is notified
of the deficiency. Any amounts due to or from a Group Member
under this section shall be determined with respect to such
refund or deficiency taking into account any penalties,
interest or other additions to tax which may be imposed. ING
shall indemnify each Subsidiary in the event the taxing
authority levies upon such Subsidiary's assets for unpaid
taxes in excess of the amount required to be paid by such
Subsidiary in relation to a consolidated, combined or unitary
return filed pursuant to this Agreement.
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6. PROCEDURAL MATTERS
The Designated Lead Company shall prepare and file the
consolidated, combined or unitary state or local return and
any other returns, documents or statements required to be
filed with the appropriate jurisdiction, with respect to the
determination of the tax liability of the filing group. In its
sole discretion, the Designated Lead Company shall have the
right with respect to any return which it has filed or will
file, (a) to determine (i) the manner in which such returns,
documents or statements shall be prepared and filed,
including, without limitation, the manner in which any item of
income, gain, loss, deduction or credit shall be reported,
(ii) whether any extensions may be requested and (iii) the
elections that will be made by any Group Member, (b) to
contest, compromise or settle any adjustment or deficiency
proposed, asserted or assessed as a result of any audit of
such returns by the taxing authority, (c) to file, prosecute,
compromise or settle any claim for refund and (d) to determine
whether any refunds to which the filing group may be entitled
shall be paid by way of refund or credited against the tax
liability of the group. Each Group Member hereby irrevocably
appoints the Designated Lead Company as its agent and
attorney-in-fact to take such action (including the execution
of documents) as the Designated Lead Company may deem
appropriate to effect the foregoing.
7. ADDITIONAL MEMBERS
If future subsidiaries are acquired or created and they
participate in the consolidated, combined or unitary filing,
such subsidiaries shall join in and be bound by this
Agreement. This section will also apply to subsidiaries that
are not eligible immediately to join the filing group, when
they become eligible to join the filing group.
8. COMPANIES LEAVING GROUP
Except as specifically treated to the contrary herein, a Group
Member shall be treated as having withdrawn from this
Agreement upon the signing of a letter of intent or a
definitive agreement to sell the Group Member. Amounts payable
to or receivable from Designated Lead Company shall be
recomputed with respect to the withdrawing Group Member,
including an estimate of the remaining taxes actually payable
or receivable upon the filing of the tax return for the year
of withdrawal, as of the last day such Group Member is a
member of the group. Any amounts so computed as due to or from
the Designated Lead Company to or from Group Member shall be
paid prior to its leaving the group, provided, however,
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that any deficiency or excess of taxes determined on the basis
of the tax return filed for the year of withdrawal, and paid
to or from Designated Lead Company related to the tax
liability of the withdrawing Group Member for the portion of
the year of withdrawal during which it had been a member of
the affiliated group, shall be settled not later than November
15 of the year following the year of the date of withdrawal.
The extent to which Designated Lead Company or such Group
Member is entitled to any other payments as a result of
adjustments, as provided in section 5 hereof, determined after
such Group Member has left the affiliated group but affecting
any taxable year during which this Agreement was in effect
with respect to the Designated Lead Company and such Group
Member, shall be provided for pursuant to a separate written
agreement between ING and the former Group Member or its new
owner, or in the absence of such agreement, pursuant to the
provision of section 5 hereof. Tax benefits arising from the
carry back of losses or credits of the former Group Member to
tax years during which it was a member of the group shall not
be refunded to the Group Member, unless specifically provided
for pursuant to a separate written agreement between ING and
the former Group Member, or its new owner.
9. BOOKS AND RECORDS
The books, accounts and records of ING and the Subsidiaries
shall be maintained so as to provide clearly and accurately
the information required for the operation of this Agreement.
Notwithstanding termination of this Agreement, all materials
including, but not limited to, returns, supporting schedules,
workpapers, correspondence and other documents relating to the
combined, consolidated or unitary tax return shall be made
available to ING and/or any Subsidiary during regular business
hours. Records will be retained by ING and by each Subsidiary,
in a manner satisfactory to ING, adequate to comply with any
audit request by the appropriate State or local taxing
authority, and, in any event to comply with any record
retention agreement entered into by ING or any Subsidiary with
such taxing authority.
10. ESCROW AGREEMENTS
The parties hereto agree that, to the extent required by
applicable law, they shall enter into and file with
appropriate jurisdictions any escrow agreements or similar
contractual arrangements with respect to the taxes covered by
this Agreement. The terms of such agreements shall, to the
extent set forth therein, and with respect to the parties
thereto, prevail over the terms of this Agreement.
11. TERMINATION
This Agreement shall be terminated if ING and the Subsidiaries
agree in writing to such termination.
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12. ADMINISTRATION
This Agreement shall be administered by the Vice President of
Taxes of ING or, in his/her absence, by any other officer of
ING so designated by the Controller of ING. Disputes between
ING and any Subsidiary shall be resolved by the Vice President
of Taxes of ING or other designated officer and the senior
financial officer of each Subsidiary involved in the dispute.
Should ING, in its sole discretion, determine that any
provision of this Agreement cannot be applied practicably to
any item or any part of any state or local income tax return,
ING shall apply a reasonable rule of operation in such
situation, as determined in its sole discretion, but
predicated on the principle of equitable sharing of the tax
impact of such item among those parties included in the tax
return responsible for such tax impact. ING and the
Subsidiaries each agree to indemnify any party to this
agreement for any loss or other injury sustained as a result
of errors or omissions committed by ING or one of the
Subsidiaries in connection with this Agreement.
13. PERIOD COVERED
This Agreement shall be effective with respect to each party
thereto upon signing by such party, and shall supersede all
previous agreements between ING and any Subsidiary with
respect to the matters contained herein and such previous
agreement shall thereupon terminate. The Agreement shall apply
to the taxable year 2001, to all prior taxable years which are
open to adjustments as provided in section 5 hereof (to the
extent not subject to any separate
tax sharing agreement) and
to all subsequent periods unless and until amended or
terminated, as provided in section 11 hereof.
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IN WITNESS WHEREOF, the parties hereto have executed this
Tax Sharing Agreement.
ING America Insurance Holdings, Inc. By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Treasurer
Cyberlink Development, LLC By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President
and Treasurer
GAC Capital, Inc. By: /s/ Xxxx Xxxxx
-------------------------------
Name: Xxxx Xxxxx
Title:
ING America Life Corporation By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President and
Treasurer
ING Fund Services Co., LLC By: /s/ Xxxxx X. Xxxxx
-------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
and Controller
ING Mutual Funds Management By: /s/ Xxxxx X. Xxxxx
Co., LLC (merged into ING -------------------------------
Investments, LLC in 2001) Name: Xxxxx X. Xxxxx
Title: Senior Vice
President and
Controller
ING North America By: /s/ Xxxxx Xxxxxxxxxxx
Insurance Corporation -------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President and
Treasurer
Life of Georgia Agency, Inc. By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President and
Treasurer
7
Life Insurance Company of Georgia By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President and
Treasurer
Lion Custom Investments, LLC By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President and
Treasurer
Lion II Custom Investments, LLC By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President and
Treasurer
MIA Office Americas, Inc. By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President and
Treasurer
Orange Investment Enterprises, Inc. By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President and
Treasurer
QuickQuote, Inc. By: /s/ Xxxx Xxxxx
-------------------------------
Name: Xxxx Xxxxx
Title:
QuickQuote Financial, Inc. By: /s/ Xxxx Xxxxx
-------------------------------
Name: Xxxx Xxxxx
Title: Assistant Secretary
QuickQuote Systems, Inc. By: /s/ Xxxx Xxxxx
-------------------------------
Name: Xxxx Xxxxx
Title: Assistant Secretary
Southland Life Insurance Company By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President and
Treasurer
8
Springstreet Associates, Inc. By: /s/ Xxxx Xxxxx
-------------------------------
Name: Xxxx Xxxxx
Title:
First Columbine Life Insurance Company By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President and
Treasurer
First Secured Mortgage Deposit Corporation By: /s/ Xxxxxxx Xxxxxxx Xxxx
-------------------------------
Name: Xxxxxxx Xxxxxxx Xxxx
Title: President and
Director
First ING Life Insurance Company By: /s/ Xxxx X. Xxxxx
of New York -------------------------------
Name: Xxxx X. Xxxxx
Title: Secretary
ING America Equities, Inc. By: /s/ Xxxxx Xxxxxxx-Xxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxx-Xxxxxxx
Title: Secretary
Midwestern United Life Insurance Company By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President and
Treasurer
Security Life of Denver Insurance Company By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President and
Treasurer
Security Life Assignment Corporation By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President and
Treasurer
UC Mortgage Corp By: /s/ Xxxx Xxxxx
-------------------------------
Name: Xxxx Xxxxx
Title:
9
ING Brokers Network, LLC (fka ING By: /s/ Miles X. Xxxxxx
Advisors Network, Inc.) -------------------------------
Name: Miles X. Xxxxxx
Title: Director
ING Insurance Agency, Inc. By: /s/ Xxxx X. Xxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxx
Title: Chief Executive
Officer
IFG Advisory Services, Inc. (aka By: /s/ Xxxxx Xxxxx
Associated Financial -------------------------------
Planners, Inc.) Name: Xxxxx Xxxxx
Title: Vice President,
Taxation
Carnegie Financial Corporation By: /s/ E. Xxxx Xxxxxxx
-------------------------------
Name: E. Xxxx Xxxxxxx
Title: Treasurer
Carnegie Securities Corporation By: /s/ E. Xxxx Xxxxxxx
-------------------------------
Name: E. Xxxx Xxxxxxx
Title: Treasurer
Compulife Agency, Inc. By: /s/ E. Xxxx Xxxxxxx
-------------------------------
Name: E. Xxxx Xxxxxxx
Title: Treasurer
Compulife, Inc. By: /s/ Xxxx Xxxxx
-------------------------------
Name: Xxxx Xxxxx
Title:
Compulife Investor Services, Inc. By: /s/ Xxxxxx X. Xxxx
-------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
IFG Advisory, Inc. By: /s/ E. Xxxx Xxxxxxx
-------------------------------
Name: E. Xxxx Xxxxxxx
Title: Treasurer
10
IFG Agency, Inc. By: /s/ E. Xxxx Xxxxxxx
-------------------------------
Name: E. Xxxx Xxxxxxx
Title: Treasurer
IFG Agency of Ohio, Inc. By: /s/ E. Xxxx Xxxxxxx
-------------------------------
Name: E. Xxxx Xxxxxxx
Title: Treasurer
IFG Brokerage Corp. By: /s/ E. Xxxx Xxxxxxx
-------------------------------
Name: E. Xxxx Xxxxxxx
Title: Treasurer
IFG Insurance Agency of Massachusetts, Inc. By: /s/ E. Xxxx Xxxxxxx
-------------------------------
Name: E. Xxxx Xxxxxxx
Title: Treasurer
IFG Insurance Services, Inc. By: /s/ E. Xxxx Xxxxxxx
-------------------------------
Name: E. Xxxx Xxxxxxx
Title: Treasurer
IFG Insurance Services of Alabama, Inc. By: /s/ E. Xxxx Xxxxxxx
-------------------------------
Name: E. Xxxx Xxxxxxx
Title: Treasurer
IFG Network, Inc. By: /s/ E. Xxxx Xxxxxxx
-------------------------------
Name: E. Xxxx Xxxxxxx
Title: Treasurer
IFG Network Securities, LLC By: /s/ Xxxxx Xxxxx
-------------------------------
Name: Xxxxx Xxxxx
Title: Vice President and
Tax Officer
IFG Services, Inc. By: /s/ E. Xxxx Xxxxxxx
-------------------------------
Name: E. Xxxx Xxxxxxx
Title: Treasurer
11
Investors Financial Group, LLC By: /s/ E. Xxxx Xxxxxxx
-------------------------------
Name: E. Xxxx Xxxxxxx
Title: Treasurer
Investors Financial Planning, Inc. By: /s/ E. Xxxx Xxxxxxx
-------------------------------
Name: E. Xxxx Xxxxxxx
Title: Treasurer
National Alliance for Independent By: /s/ E. Xxxx Xxxxxxx
Portfolio Managers, Inc. -------------------------------
Name: E. Xxxx Xxxxxxx
Title: Treasurer
Xxxxxxxxxx, Bass & Associates, Inc. By: /s/ E. Xxxx Xxxxxxx
-------------------------------
Name: E. Xxxx Xxxxxxx
Title: Treasurer
Planned Investments, Inc. By: /s/ E. Xxxx Xxxxxxx
-------------------------------
Name: E. Xxxx Xxxxxxx
Title: Treasurer
Planned Investment Resources, Inc. By: /s/ E. Xxxx Xxxxxxx
-------------------------------
Name: E. Xxxx Xxxxxxx
Title: Treasurer
MFSC Insurance Agency of California, Inc. By: /s/ Xxxxxxx X. Xxxxxx-Xxxxxxxx
-------------------------------
Name: Xxxxxxx X.
Xxxxxx-Xxxxxxxx
Title: Director
MFSC Insurance Agency of Massachusetts, By: /s/ Xxxx Xxxxx
Inc. -------------------------------
Name: Xxxx Xxxxx
Title:
MFSC Insurance Agency of Nevada, Inc. By: /s/ Xxxxxxx X. Xxxxxx-Xxxxxxxx
-------------------------------
Name: Xxxxxxx X.
Xxxxxx-Xxxxxxxx
Title: Director
12
MFSC Insurance Agency of Ohio, Inc. By: /s/ Xxxxxxx X. Xxxxxx-Xxxxxxxx
-------------------------------
Name: Xxxxxxx X.
Xxxxxx-Xxxxxxxx
Title: Director
MFSC Insurance Agency of Texas, Inc. By: /s/ Xxxx Xxxxx
-------------------------------
Name: Xxxx Xxxxx
Title:
Multi-Financial Group, Inc. By: /s/ Xxxxxxx X. Xxxxxx-Xxxxxxxx
-------------------------------
Name: Xxxxxxx X.
Xxxxxx-Xxxxxxxx
Title: Director
Multi-Financial Securities Corporation By: /s/ Xxxxxxx X. Xxxxxx-Xxxxxxxx
-------------------------------
Name: Xxxxxxx X.
Xxxxxx-Xxxxxxxx
Title: Director
PMG Agency, Inc. By: /s/ Xxxx X. Xxxx
-------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
VESTAX Capital Corporation By: /s/ Xxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Director
VESTAX Securities Corporation By: /s/ Xxxx X. Xxxx
-------------------------------
Name: Xxxx X. Xxxx
Title: Vice President, Chief
` Operating Officer
and SROP
VTX Agency, Inc. By: /s/ R. Xxxx Xxxxxx
-------------------------------
Name: R. Xxxx Xxxxxx
Title: Vice President,
Secretary and
Treasurer
VTX Agency of Massachusetts, Inc. By: /s/ R. Xxxx Xxxxxx
-------------------------------
Name: R. Xxxx Xxxxxx
Title: Vice President,
Secretary and
Treasurer
13
VTX Agency of Michigan, Inc. By: /s/ R. Xxxx Xxxxxx
-------------------------------
Name: R. Xxxx Xxxxxx
Title: Vice President,
Secretary and
Treasurer
VTX Agency of Texas, Inc. By: /s/ Xxxx X. Xxxx
-------------------------------
Name: Xxxx X. Xxxx
Title: President, Secretary
and Treasurer
ING Payroll Management, Inc. By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Treasurer
Directed Services, Inc. By: /s/ Xxx Xxxxx Xxxxx
-------------------------------
Name: Xxx Xxxxx Xxxxx
Title: Vice President
Equitable of Iowa Companies, Inc. By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President and
Treasurer
ING Funds Distributor, Inc. (fka ING By: /s/ Xxxxx X. Xxxxx
Xxxxxxx Securities, Inc.; fka Pilgrim -------------------------------
Securities, Inc.) Name: Xxxxx X. Xxxxx
Title: Senior Vice President
and Controller
Locust Street Securities, Inc. By: /s/ Xxxxxxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxxxxxx X. Xxxxxx
Title: Vice President,
Compliance
LSSI, Inc. By: /s/ Xxxxxxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxxxxxx X. Xxxxxx
Title: Secretary
LSSI Massachusetts Insurance Agency, Inc. By: /s/ Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxx
Title: President and Secretary
14
LSSI North Carolina, Inc. By: /s/ Xxxx Xxxxxxxx
-------------------------------
Name: Xxxx Xxxxxxxx
Title: President and
Secretary
LSSI Nevada, Inc. By: /s/ Xxxxxxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxxxxxx X. Xxxxxx
Title: Secretary
LSSI Ohio Agency, Inc. By: /s/ Xxxx X. Xxxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President and
Secretary
LSSI Texas, Inc. By: /s/ Xxxxxxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxxxxxx X. Xxxxxx
Title: Secretary
ReliaStar Financial Corp. By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President and
Treasurer
Bancwest Insurance Agency, Inc. By: /s/ Xxxxx Xxxxxxx-Xxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxx-Xxxxxxx
Title: Assistant Secretary
Washington Square Securities, Inc. By: /s/ Xxxxxx X. Xxxx
-------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
Washington Square Insurance Agency, Inc. By: /s/ Xxxxxx X. Xxxx
(MA) -------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
Washington Square Insurance Agency, Inc. By: /s/ Xxxxxx X. Xxxx
(TX) -------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
00
Xxxxxxxxxx Xxxxxx Insurance Agency, Inc. By: /s/ Xxxxxx X. Xxxx
(NM) -------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
Washington Square Insurance Agency, Inc. By: /s/ Xxxxxx X. Xxxx
(OH) -------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
PrimeVest Financial Services, Inc. By: /s/ Xxxxxx X. Xxxx
-------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
PrimeVest Insurance Agency of Alabama, Inc. By: /s/ Xxxxx X. Xxxx
-------------------------------
Name: Xxxxx X. Xxxx
Title: Secretary
PrimeVest Insurance Agency of New Mexico, By: /s/ Xxxxx X. Xxxx
Inc. -------------------------------
Name: Xxxxx X. Xxxx
Title: Secretary
PrimeVest Insurance Agency of Ohio, Inc. By: /s/ Xxxxx X. Xxxx
-------------------------------
Name: Xxxxx X. Xxxx
Title: Secretary
PrimeVest Insurance Agency of Oklahoma, By: /s/ Xxxxx X. Xxxx
Inc. ------------------------------
Name: Xxxxx X. Xxxx
Title: Secretary
PrimeVest Insurance Agency of Texas, Inc. By: /s/ XxXxx Xxxxxx XxXxxx
-------------------------------
Name: XxXxx Xxxxxx XxXxxx
Title: Sole Director and
President,
Secretary and
Treasurer
16
Branson Insurance Agency, Inc. By: /s/ Xxxxx X. Xxxx
-------------------------------
Name: Xxxxx X. Xxxx
Title: Secretary
Express America TC, Inc. By: /s/ Xxxxx X. Xxxxx
-------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
and Controller
EAMC Liquidation Corp. By: /s/ Xxxxx X. Xxxxx
-------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
and Controller
Granite Investment Services, Inc. By: /s/ Xxxxxx X. Xxxx
-------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
ReliaStar Investment Research, Inc. By: /s/ Xxxxxx X. Xxxx
-------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
ReliaStar Payroll Agent, Inc. By: /s/ Xxxxx Xxxxxxx-Xxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxx-Xxxxxxx
Title: Secretary
ING Capital Corporation, LLC (fka ING By: /s/ Xxxxx X. Xxxxx
Xxxxxxx Capital Corporation; fka Pilgrim -------------------------------
Capital Corporation; fka Pilgrim Holdings Name: Xxxxx X. Xxxxx
Corporation) Title: Senior Vice President
and Controller
ING Pilgrim Funding, Inc. (fka Pilgrim By: /s/ Xxxxx X. Xxxxx
Funding, Inc.) -------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
and Controller
ING Funds Services, LLC (fka ING Pilgrim By: /s/ Xxxxx X. Xxxxx
Group, LLC; fka Pilgrim Group, LLC) -------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
and Controller
17
ING Investments, LLC (fka ING Pilgrim By: /s/ Xxxxx X. Xxxxx
Investments, LLC; fka Pilgrim Investments, -------------------------------
Inc.) Name: Xxxxx X. Xxxxx
Title: Senior Vice President
and Controller
ING Re Underwriters, Inc. (fka ReliaStar By: /s/ Xxxxx Xxxxxxx-Xxxxxxx
Managing Underwriters, Inc.) -------------------------------
Name: Xxxxx Xxxxxxx-Xxxxxxx
Title: Secretary
ING National Trust (fka ReliaStar National By: /s/ Xxxxxx X. Xxxxxxx
Trust Company) -------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Assistant Vice
President, Finance
Northeastern Corporation By: /s/ Xxxx Xxxxx
-------------------------------
Name: Xxxx Xxxxx
Title:
Successful Money Management Seminars, Inc. By: /s/ Xxxxx Xxxxx
-------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
Financial Northeastern Corporation By: /s/ Xxxxx Xxxxxxx-Xxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxx-Xxxxxxx
Title: Secretary
FNC Insurance Services, Inc. By: /s/ Xxxxxxx X. Xxxx
-------------------------------
Name: Xxxxxxx X. Xxxx
Title: Secretary
Financial Northeastern Securities, Inc. By: /s/ Xxxxxx X. Xxxx
-------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
Guaranty Brokerage Services, Inc. By: /s/ Xxxxxx X. Xxxx
(fka Split Rock Financial, Inc.; fka -------------------------------
Bisys Brokerage Services, Inc.) Name: Xxxxxx X. Xxxx
Title: Tax Officer
18
Bancwest Investment Services, Inc. By: /s/ Xxxxxx X. Xxxx
-------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
Washington Square Insurance Agency, Inc. By: /s/ Xxxxxx X. Xxxx
(AL) -------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
Lexington Funds Distributor, Inc. By: /s/ Xxxxx X. Xxxxx
-------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
and Controller
ING Advisors, Inc. (fka ING Pilgrim By: /s/ Xxxxx X. Xxxxx
Advisors; fka ING Lexington Management -------------------------------
Corporation) Name: Xxxxx X. Xxxxx
Title: Senior Vice President
and Controller
Lion Connecticut Holdings Inc. By: /s/ Xxxxxx X. Xxxx
-------------------------------
Name: Xxxxxx X. Xxxx
Title: Vice President and
Tax Officer
Aetna Financial Services, Inc. By: /s/ Xxxxx Xxxxxxx-Xxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxx-Xxxxxxx
Title: Secretary
ING Insurance Services Holding Company, By: /s/ Xxxxxx X. Xxxx
Inc. (fka Aetna Insurance Agency Holding -------------------------------
Co., Inc.) Name: Xxxxxx X. Xxxx
Title: Tax Officer
ING Insurance Services, Inc. (fka Aetna By: /s/ Xxxxxx X. Xxxx
Insurance Agency, Inc.) -------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
ING Insurance Services of Alabama, Inc. By: /s/ Xxxxxx X. Xxxx
(fka Aetna Insurance Agency of Alabama, -------------------------------
Inc.) Name: Xxxxxx X. Xxxx
Title: Tax Officer
19
ING Insurance Services of Massachusetts, By: /s/ Xxxxxx X. Xxxx
Inc. (fka Aetna Insurance Agency of -------------------------------
Massachusetts, Inc.) Name: Xxxxxx X. Xxxx
Title: Tax Officer
Aetna Insurance Agency of Ohio, Inc. By: /s/ Xxxx Xxxxx
-------------------------------
Name: Xxxx Xxxxx
Title:
ING Retail Holding Company, Inc. (fka By: /s/ Xxxxxx X. Xxxx
Aetna Retail Holding Company, Inc.) -------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
ING Retirement Services, Inc. (fka Aetna By: /s/ Xxxxx Xxxxxxxxxxx
Retirement Services, Inc.) -------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President and
Treasurer
ING Retirement Holdings, Inc. (fka Aetna By: /s/ Xxxxx Xxxxxxxxxxx
Retirement Holdings, Inc.) -------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Senior Vice President
and Treasurer
ING Insurance Services Holding Company, Inc. By: /s/ Xxxxxx X. Xxxx
(fka Aetna Service Holding Company, Inc. -------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
Systematized Benefits Administrators, Inc. By: /s/ Xxxxxx X. Xxxx
-------------------------------
Name: Xxxxxx X. Xxxx
Title: Tax Officer
FNI International, Inc. By: /s/ Xxxx X. Xxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxx
Title: Corporate Secretary
Financial Network Investment Corporation By: /s/ Xxxx X. Xxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxx
Title: Corporate Secretary
20
FN Insurance Services, Inc. By: /s/ Xxxx X. Xxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxx
Title: Executive Vice
President and
Secretary
FN Insurance Agency of Massachusetts, Inc. By: /s/ Xxxx X. Xxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxx
Title: Secretary
FN Insurance Agency of New Jersey, Inc. By: /s/ Xxxx X. Xxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxx
Title: Corporate Secretary
FN Insurance Services of Nevada, Inc. By: /s/ Xxxx X. Xxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxx
Title: Secretary
FN Insurance Services of Alabama, Inc. By: /s/ Xxxx X. Xxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxx
Title: Secretary
FN Insurance Agency of Kansas, Inc. By: /s/ Xxxx X. Xxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxx
Title: Corporate Secretary
ING International Insurance Holdings, Inc. By: /s/ Xxxx X. Xxxxxxx
(fka Aetna International, Inc.) -------------------------------
Name: Xxxx X. Xxxxxxx
Title: Assistant Secretary
ING International Nominee Holdings, Inc. By: /s/ Xxxx X. Xxxxxxx
(fka AE Five, Incorporated) -------------------------------
Name: Xxxx X. Xxxxxxx
Title: Assistant Secretary
XXXXX Holdings, Inc. By: /s/ Xxxxx Xxxxxxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Vice President and
Treasurer
21
Aetna Capital Holdings, Inc. By: /s/ Xxxxx Xxxxxx
-------------------------------
Name Xxxxx Xxxxxx
Title: Assistant Secretary
Aetna International Fund Management, Inc. By: /s/ Xxxxx Xxxxxx
-------------------------------
Name Xxxxx Xxxxxx
Title: Assistant Secretary
Financial Network Investment Corporation By: /s/ Xxxx X. Xxxxxxx
of Hawaii -------------------------------
Name: Xxxx X. Xxxxxxx
Title: Secretary
Financial Network Investment Corporation of By: /s/ Xxxx X. Xxxxxxx
Hilo, Inc. -------------------------------
Name: Xxxx X. Xxxxxxx
Title: Corporate Secretary
Financial Network Investment Corporation Of By: /s/ Xxxx X. Xxxxxxx
Honolulu -------------------------------
Name: Xxxx X. Xxxxxxx
Title: Corporate Secretary
Financial Network Investment Corporation of By: /s/ Xxxx X. Xxxxxxx
Kauai, Inc. -------------------------------
Name: Xxxx X. Xxxxxxx
Title: Corporate Secretary
Financial Network Investment Corporation of By: /s/ Xxxx X. Xxxxxxx
Puerto Rico,Inc. -------------------------------
Name: Xxxx X. Xxxxxxx
Title: Corporate Secretary
FN Insurance Services of HI, Inc. By: /s/ Xxxx X. Xxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President and
Corporate Secretary
ReliaStar Life Insurance Company By: /s/ Xxxxx Xxxxxxx-Xxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxx-Xxxxxxx
Title: Secretary
22
Northern Life Insurance Company By: /s/ Xxxxx Xxxxxxx-Xxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxx-Xxxxxxx
Title: Secretary
Security-Connecticut Life Insurance Company By: /s/ Xxxxx Xxxxxxx-Xxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxx-Xxxxxxx
Title: Secretary
ING Life Insurance and Annuity Company By: /s/ Xxxxx Xxxxxxx-Xxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxx-Xxxxxxx
Title: Secretary
ING Insurance Company of America By: /s/ Xxxxx Xxxxxxx-Xxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxx-Xxxxxxx
Title: Secretary
Equitable Life Insurance Company of Iowa By: /s/ Xxxxx Xxxxxxx-Xxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxx-Xxxxxxx
Title: Secretary
USG Annuity & Life Company By: /s/ Xxxxx Xxxxxxx-Xxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxx-Xxxxxxx
Title: Secretary
Golden American Life Insurance Company By: /s/ Xxxxx Xxxxxxx-Xxxxxxx
-------------------------------
Name: Xxxxx Xxxxxxx-Xxxxxxx
Title: Secretary
23
