0001104659-08-002187 Sample Contracts

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • January 11th, 2008 • Ing Variable Products Trust • Delaware

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of December 5, 2007, by and between ING Variable Products Trust, a Massachusetts business trust with its principal place of business at 7337 East Doubletree Ranch Road, Scottsdale, Arizona 85258-2034 (“Variable Products Trust”), on behalf of its series, ING VP MidCap Opportunities Portfolio (the “Acquiring Portfolio”), and ING Investors Trust, a Massachusetts business trust with its principal place of business at 7337 East Doubletree Ranch Road, Scottsdale, Arizona 85258-2034 (“Investors Trust”), on behalf of its series, ING FMRSM Mid Cap Growth Portfolio (the “Acquired Portfolio”).

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