0001104659-08-025097 Sample Contracts

FORM OF AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • April 17th, 2008 • Ing Partners Inc • Maryland

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this day of , 2008, by and between ING Partners, Inc., a Maryland corporation with its principal place of business at 7337 East Doubletree Ranch Road, Scottsdale, Arizona 85258-2034 (the “Company”), on behalf of its series, ING Pioneer High Yield Portfolio (the “Acquiring Portfolio”), and ING Variable Products Trust, a Massachusetts business trust with its principal place of business at 7337 East Doubletree Ranch Road, Scottsdale, Arizona 85258-2034 (the “Trust”), on behalf of its series, ING VP High Yield Bond Portfolio (the “Acquired Portfolio”).

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