0001193125-13-144078 Sample Contracts

REGISTRATION RIGHTS AGREEMENT dated as of between ING U.S., Inc. and ING Groep N.V.
Registration Rights Agreement • April 5th, 2013 • ING U.S., Inc. • Life insurance • New York

This Registration Rights Agreement, dated as of the [—], 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”).

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EQUITY ADMINISTRATION AGREEMENT by and between ING GROEP N.V. and ING U.S., INC. Dated as of [—], 2013
Equity Administration Agreement • April 5th, 2013 • ING U.S., Inc. • Life insurance • New York

THIS EQUITY ADMINISTRATION AGREEMENT (the “Agreement”), dated as of [—], 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”).

TRANSITIONAL INTELLECTUAL PROPERTY LICENSE AGREEMENT
Transitional Intellectual Property License Agreement • April 5th, 2013 • ING U.S., Inc. • Life insurance • New York

This TRANSITIONAL INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”), dated as of [•] (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.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 5th, 2013 • ING U.S., Inc. • Life insurance • Delaware

WHEREAS, Indemnitee is [a[n] [director] [officer] of Company] [[and is] now serving and] may in the future serve at the request of Company as a director or officer of a subsidiary of the Company (any such subsidiary, a “Relevant Subsidiary”)];

SHAREHOLDER AGREEMENT BETWEEN ING U.S., INC. AND ING GROEP N.V. DATED AS OF [ ], 2013
Shareholder Agreement • April 5th, 2013 • ING U.S., Inc. • Life insurance • New York

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;

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