0001535929-18-000006 Sample Contracts

AMENDMENT NO. 2 TO WARRANT AGREEMENT
Warrant Agreement • February 23rd, 2018 • Voya Financial, Inc. • Life insurance • New York

This Amendment No. 2 to Warrant Agreement (this “Amendment”) is dated as of November 10, 2017 and is made by and among Voya Financial, Inc. (formerly known as ING U.S., Inc.), a Delaware corporation (the “Company”) 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 and amended by Amendment No. 1 thereto, dated as of May 22, 2017 (as so amended, the “Warrant Agreement”), between the Company and the Warrant Agent.

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