0001193125-13-366635 Sample Contracts

Newco Deal Incentive Award Agreement
Newco Deal Incentive Award Agreement • September 13th, 2013 • ING U.S., Inc. • Life insurance • New York

This Newco Deal Incentive Award Agreement dated April 30, 2013 (the “Agreement”) by and among ING Groep, N.V. (“ING”), ING U.S., Inc. (“ING U.S.”) and Maliz Beams (“Recipient”) evidences and sets forth the terms of a deal incentive award to be granted or paid by ING or one of its designated affiliates to the Recipient on the terms and conditions set forth below. ING, ING U.S. and Recipient agree as follows:

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Form of Award Supplement Providing for Dividend Equivalent Rights ING U.S., INC. Award Supplement
Agreement • September 13th, 2013 • ING U.S., Inc. • Life insurance

WHEREAS, Grantee was granted an Award or Awards of performance shares, restricted stock units or deferred shares under the 2013 Omnibus Employee Incentive Plan (the “Plan”) on May [ ], 2013 pursuant to an Award Agreement or Award Agreements, which Award or Awards may have represented either or both of (i) the conversion of awards previously granted by ING Groep N.V. pursuant to its Long-Term Sustainable Performance Plan or (ii) an award of restricted stock units pursuant to a Deal Incentive Award entered into with Grantee in connection with the initial public offering of ING U.S. (the “Covered Awards”);

ING U.S., INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • September 13th, 2013 • ING U.S., Inc. • Life insurance • New York

THIS AGREEMENT, (the “Award Agreement”), effective as of July , 2013, is entered into by and between ING U.S., Inc. (“ING U.S.”) and [name of director], a director of ING U.S. (the “Grantee”).

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