0001193125-17-211940 Sample Contracts

AMENDMENT NO. 1 TO WARRANT AGREEMENT
Warrant Agreement • June 23rd, 2017 • Voya Holdings, Inc. • Life insurance • New York

This Amendment No. 1 to Warrant Agreement (this “Amendment”) is dated as of May 22, 2017 and is made by and among Voya Financial, Inc. (formerly known as ING U.S., Inc.), a Delaware corporation (the “Company”), ING Groep N.V., a public limited liability company formed under the laws of the Netherlands (the “Original Holder”) and Computershare Inc., a Delaware corporation and its wholly-owned subsidiary Computershare Trust Company, N.A., a federally chartered, limited purpose trust company (collectively, the “Warrant Agent”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Warrant Agreement, dated May 7, 2013 (the “Warrant Agreement”), between the Company and the Warrant Agent.

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