Voya Financial, Inc. Sample Contracts

Voya Financial, Inc. – VOYA RETIREMENT PLAN (February 22nd, 2019)

As used in the Plan, the following words and phrases and any derivatives thereof will have the meanings set forth below unless the context clearly indicates otherwise. Definitions of other words and phrases are set forth in each of the applicable Appendices. Section references indicate sections of the main text of the Plan unless otherwise stated. The singular includes the plural and the plural the singular, whenever applicable.

Voya Financial, Inc. – Voya Financial Announces Fourth-Quarter and Full-Year 2018 Results (February 5th, 2019)

Fourth-quarter 2018 adjusted operating earnings1 of $1.32 per diluted share, after-tax; Normalized for the following items, fourth-quarter 2018 adjusted operating earnings were $1.40 per diluted share, after-tax:

Voya Financial, Inc. – Voya Financial Announces Updated Financial Targets, Including Plans for Significant Growth in Adjusted Operating Earnings Per Share (November 13th, 2018)

Adjusted operating earnings per share (EPS) growth of at least 10% annually through 2021, on a normalized1 basis, to be driven by organic growth, cost savings and capital deployment

Voya Financial, Inc. – September 27, 2018 Rodney O. Martin, Jr. Voya Financial, Inc. 230 Park Avenue 13th Floor New York, N.Y. 10169 Re: Second Amendment to Employment Agreement (November 1st, 2018)

This letter agreement (the "Second Amendment") amends and extends your Employment Agreement, dated as of December 11th, 2014 (the "2014 Agreement") as amended by a letter agreement dated September 18, 2017 (the "Agreement") with Voya Financial, Inc., a Delaware corporation (the "Company"). All capitalized terms used and not expressly defined herein shall have the meaning set forth in the Agreement. Except as expressly amended herein, all provisions of the Agreement shall remain in effect through the end of the Term (as extended hereby and as it may be mutually agreed to be further extended).

Voya Financial, Inc. – Voya Financial Announces Third-Quarter 2018 Results (October 30th, 2018)

Third-quarter 2018 adjusted operating earnings1 of $0.84 per diluted share, after-tax; Normalized for the following items, third-quarter 2018 adjusted operating earnings were $1.34 per diluted share, after-tax:

Voya Financial, Inc. – Voya Financial Announces Partial Redemption of 5.500% Senior Notes due 2022 (October 4th, 2018)

Voya Financial, Inc. (NYSE: VOYA) (“Voya” or the “Company”) announced today that it has called for the redemption of $125,000,000 in aggregate principal amount of its outstanding 5.500% Senior Notes due 2022 (the “2022 Notes”). The 2022 Notes will be redeemed on November 5, 2018 at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but excluding, the Redemption Date, or (ii) the Make-Whole Redemption Amount (the “Redemption Price”). Following such redemption, it is expected that $96,791,000 in aggregate principal amount of the 2022 Notes will remain outstanding. The Company intends to fund the redemption amount from the net proceeds it received from its recent registered public offering of $325,000,000 aggregate principal amount of shares of its 6.125% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series A together with cash on hand.

Voya Financial, Inc. – September 12, 2018 (September 12th, 2018)
Voya Financial, Inc. – CERTIFICATE OF DESIGNATIONS OF 6.125% FIXED RATE RESET NON-CUMULATIVE PREFERRED STOCK, SERIES A OF VOYA FINANCIAL, INC. (September 12th, 2018)

VOYA FINANCIAL, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Sections 103 and 151 thereof, does hereby certify that:

Voya Financial, Inc. – VOYA FINANCIAL, INC. 6.125% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series A UNDERWRITING AGREEMENT (September 6th, 2018)
Voya Financial, Inc. – NEWS RELEASE NEW YORK, September 5, 2018 (September 6th, 2018)

Voya Financial, Inc. (NYSE: VOYA) (“Voya” or the “Company”), announced today that it has priced a registered public offering (the “Offering”) of 325,000 shares of its 6.125% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series A, $1,000 liquidation preference per share (the “Series A Preferred Stock”), at an offering price of $1,000 per share. The Offering is subject to customary closing conditions and is expected to close on September 12, 2018.

Voya Financial, Inc. – NEWS RELEASE (September 4th, 2018)

Voya Financial, Inc. (NYSE: VOYA) (“Voya” or the “Company”) announced today that it has commenced two cash tender offers (the “Tender Offers”) to purchase four series of notes and debentures of Voya and Voya Holdings Inc., a Connecticut corporation and wholly-owned subsidiary of Voya (“Voya Holdings”), listed in the table below (the “Securities”). The Tender Offers consist of (i) an offer to purchase (the “Any and All Tender Offer”) any and all outstanding 7.250% Debentures due 2023, 7.625% Debentures due 2026, and 6.970% Debentures due 2036 of Voya Holdings (collectively, the “Voya Holdings Debentures”) and (ii) an offer to purchase (the “Maximum Tender Offer”) up to the maximum aggregate principal amount of Voya’s 5.500% Senior Notes due 2022 (the “2022 Notes”) that Voya can purchase (exclusive of accrued interest) for an amount equal to the excess, if any of $325 million over the amount paid (exclusive of accrued interest) to purchase the Voya Holdings Debentures validly tendered an

Voya Financial, Inc. – NEWS RELEASE (September 4th, 2018)

Voya Financial, Inc. (NYSE: VOYA) (“Voya” or the “Company”), today announced a proposed registered public offering (the “Offering”) of its Fixed-Rate Reset Non-Cumulative Preferred Stock, Series A, $1,000 liquidation preference per share (the “Series A Preferred Stock”). The completion of the proposed offering depends upon several factors, including market and other conditions.

Voya Financial, Inc. – Voya Financial Announces Second-Quarter 2018 Results (August 1st, 2018)

$(0.13) per diluted share, after-tax, of unfavorable deferred acquisition costs and value of business acquired (“DAC/VOBA”) and other intangibles unlocking, and

Voya Financial, Inc. – Unaudited Pro forma Condensed Consolidated Financial Statements (June 7th, 2018)

On June 1, 2018 Voya Financial, Inc. a Delaware corporation (the “Company”), completed the sale (the “Transaction”) of Voya Insurance and Annuity Company, an Iowa domiciled life insurance company subsidiary of the Company (“VIAC”), and Directed Services LLC, an indirect broker-dealer subsidiary of the Company (“DSL”). VIAC and DSL were acquired by a subsidiary of VA Capital Company LLC, a Delaware limited liability company (“VA Capital”).

Voya Financial, Inc. – ACCOUNT CONTROL AGREEMENT February 8, 2018 (May 2nd, 2018)

Federal Home Loan Bank of Boston (the “Secured Party”); Voya Retirement Insurance and Annuity Company (the “Customer”); and The Bank of New York Mellon (the “Bank”) hereby agree as follows:

Voya Financial, Inc. – AGREEMENT FOR ADVANCES, COLLATERAL PLEDGE AND SECURITY AGREEMENT (SPECIFIC LIEN - DELIVERY) (May 2nd, 2018)

This AGREEMENT FOR ADVANCES, COLLATERAL PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is entered into by and between Voya Retirement Insurance and Annuity Company (the “Member”) and the FEDERAL HOME LOAN BANK OF BOSTON (the “Bank”). This Agreement shall be effective as of the last signature date set forth below.

Voya Financial, Inc. – AMENDMENT NO. 2 TO WARRANT AGREEMENT (February 23rd, 2018)

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.

Voya Financial, Inc. – Voya Financial Announces Fourth-Quarter and Full-Year 2017 Results (February 13th, 2018)

On Dec. 21, 2017, Voya Financial announced that it had entered into an agreement whereby it will divest substantially all of its Closed Block Variable Annuity (CBVA) segment and its Annuities business. As a result, the assets and liabilities related to the businesses to be sold have been classified as held for sale and the related results of operations have been classified as discontinued operations. Certain variable and fixed annuity products that will be retained by Voya following the completion of the transaction — as well as stranded costs that were previously allocated to the business held for sale — are currently recorded in Corporate. All prior periods have been revised to reflect these changes.

Voya Financial, Inc. – SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (January 30th, 2018)

This SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”) is entered into as of January 24, 2018 (the “Amendment Effective Date”), among VOYA FINANCIAL, INC., a Delaware corporation (formerly known as ING U.S., Inc., which itself was formerly known as ING America Insurance Holdings, Inc.) (the “Borrower”), each lender party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, a Fronting L/C Issuer and Several L/C Agent.

Voya Financial, Inc. – VOYA FINANCIAL, INC. VOYA HOLDINGS INC. 4.7% Fixed-to-Floating Rate Junior Subordinated Notes due 2048 SECOND SUPPLEMENTAL INDENTURE Dated as of January 23, 2018 to the Junior Subordinated Indenture Dated as of May 16, 2013 U.S. BANK NATIONAL ASSOCIATION, as Trustee (January 23rd, 2018)

SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of January 23, 2018, among VOYA FINANCIAL, INC., a Delaware corporation (the “Company”), having its principal executive offices at 230 Park Avenue, New York, New York 10169, VOYA HOLDINGS INC., a Connecticut corporation, as the initial Subsidiary Guarantor hereunder, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).

Voya Financial, Inc. – REGISTRATION RIGHTS AGREEMENT (January 23rd, 2018)

This Registration Rights Agreement dated January 23, 2018 (this “Agreement”) is entered into by and among Voya Financial, Inc., a Delaware corporation (the “Company”), Voya Holdings Inc., a Connecticut corporation (the “Guarantor”), on the one hand, and Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the initial purchasers named in Schedule I to the Purchase Agreement (collectively, the “Initial Purchasers”) on the other hand.

Voya Financial, Inc. – Voya Financial Prices Offering of $350 Million of Junior Subordinated Notes (January 19th, 2018)

Voya Financial, Inc. (NYSE: VOYA) (“Voya” or the “Company”) today announced that it has priced a private placement (the “Offering”) of $350 million aggregate principal amount of 4.7% Fixed-to-Floating Rate Junior Subordinated Notes due 2048 (the “Notes”). The Notes will be guaranteed on an unsecured, junior subordinated basis by Voya Holdings Inc. (“Voya Holdings”), a wholly-owned subsidiary of Voya. The Offering is subject to customary closing conditions and is expected to close on January 23, 2018.

Voya Financial, Inc. – MASTER TRANSACTION AGREEMENT BY AND AMONG VOYA FINANCIAL, INC., VA CAPITAL COMPANY LLC and ATHENE HOLDING LTD. DATED AS OF DECEMBER 20, 2017 (December 21st, 2017)

MASTER TRANSACTION AGREEMENT, dated as of December 20, 2017 (this “Agreement”), by and among Voya Financial, Inc., a corporation organized under the laws of the State of Delaware (“Seller”), VA Capital Company LLC, a Delaware limited liability company (“Buyer Parent”), and Athene Holding Ltd., a Bermuda limited company (“Reinsurer Parent”).

Voya Financial, Inc. – MASTER AGREEMENT FOR OUTSOURCED SERVICES between VOYA SERVICES COMPANY and COGNIZANT WORLDWIDE LIMITED (November 1st, 2017)
Voya Financial, Inc. – Voya Financial Announces Third-Quarter 2017 Results (October 31st, 2017)

A gain of $0.51 per diluted share, after-tax2, in the Closed Block Variable Annuity (CBVA) segment due to changes in the fair value of guaranteed benefit derivatives related to nonperformance risk (which the company considers a non-economic factor) and the annual review of actuarial assumptions and models for the segment. The CBVA segment, which is in run-off and not included in operating earnings, is supported by a hedge program that is primarily designed to mitigate the impacts of market movements on regulatory and rating agency capital resources, creating an accounting asymmetry with U.S. GAAP financial results.

Voya Financial, Inc. – September 18, 2017 Rodney O. Martin, Jr. Voya Financial, Inc. (September 21st, 2017)
Voya Financial, Inc. – Quarterly Investor Supplement June 30, 2017 (August 1st, 2017)

This report should be read in conjunction with Voya Financial, Inc.‘s Quarterly Report on Form 10-Q for the Three months ended June 30, 2017. Voya Financial’s Annual Reports on Form 10-K, and Quarterly Reports on Form 10-Q, can be accessed upon filing at the Securities and Exchange Commission’s website at www.sec.gov, and at our website at investors.voya.com. All information is unaudited.

Voya Financial, Inc. – Voya Financial Announces Second-Quarter 2017 Results (August 1st, 2017)

A loss of $0.10 per diluted share, after-tax2, in the Closed Block Variable Annuity (CBVA) segment due to changes in the fair value of guaranteed benefit derivatives related to nonperformance risk, which the company considers a non-economic factor.

Voya Financial, Inc. – Voya Financial Announces Partial Redemption of 2.900% Senior Notes (July 12th, 2017)

Voya Financial, Inc. (NYSE: VOYA) (“Voya” or the “Company”) announced today that it has called for the redemption of $400,000,000 in aggregate principal amount of its outstanding 2.900% Senior Notes due 2018 (the “2018 Notes”). The 2018 Notes will be redeemed on August 11, 2017 at a redemption price equal to the greater of (i) 100% of principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but excluding, the Redemption Date, or (ii) the Make-Whole Redemption Amount (the “Redemption Price”). Following such redemption, it is expected that $337,036,000 in aggregate principal amount of the 2018 Notes will remain outstanding. The Company intends to fund the redemption amount from the net proceeds it received from its recent registered public offering of $400,000,000 aggregate principal amount of 3.125% senior notes due 2024 together with cash on hand.

Voya Financial, Inc. – BOSTON CONNECTICUT FLORIDA NEW JERSEY NEW YORK WASHINGTON, DC (July 6th, 2017)

We have acted as Connecticut counsel to Voya Holdings Inc., a Connecticut corporation (the “Guarantor”) and a subsidiary of Voya Financial, Inc., a Delaware corporation (the “Company”), in connection with the offering by the Company pursuant to the Registration Statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), of $400,000,000 aggregate principal amount of its 3.125% Senior Notes due 2024 (the “Notes”) and the guarantee of the Guarantor relating to the Notes (the “Guarantee”). The Notes and the Guarantee were issued pursuant to an Indenture dated as of July 13, 2012 (the “Base Indenture”) among ING U.S., Inc., a Delaware corporation (as the predecessor to the Company), the Guarantor, and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the Seventh Supplemental Indenture dated as of July 5, 2017 among the Company, the Guarantor, and the T

Voya Financial, Inc. – VOYA FINANCIAL, INC. VOYA HOLDINGS INC. 3.125% Senior Notes due 2024 SEVENTH SUPPLEMENTAL INDENTURE Dated as of July 5, 2017 to the Indenture Dated as of July 13, 2012 U.S. BANK NATIONAL ASSOCIATION, as Trustee (July 6th, 2017)

SEVENTH SUPPLEMENTAL INDENTURE (this “Seventh Supplemental Indenture”), dated as of July 5, 2017, among VOYA FINANCIAL, INC., a Delaware corporation (the “Company”), having its principal executive offices at 230 Park Avenue, New York, New York 10169, VOYA HOLDINGS INC., a Connecticut corporation, as the initial Subsidiary Guarantor hereunder, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).

Voya Financial, Inc. – One Liberty Plaza New York, NY 10006-1470 T: +1 212 225 2000 F: +1 212 225 3999 clearygottlieb.com WASHINGTON, D.C. • PARIS • BRUSSELS • LONDON • MOSCOW FRANKFURT • COLOGNE • ROME • MILAN • HONG KONG BEIJING • BUENOSAIRES • SÃO PAULO • ABUDHABI • SEOUL VICTOR I. LEWKOW LESLIE N. SILVERMAN LEE C. BUCHHEIT JAMES M. PEASLEE THOMAS J. MOLONEY DAVID G. SABEL JONATHAN I. BLACKMAN MICHAEL L. RYAN ROBERT P. DAVIS YARON Z. REICH RICHARD S. LINCER STEVEN G. HOROWITZ JAMES A. DUNCAN STEVEN M. LOEB CRAIG B. BROD EDWARD J. ROSEN LAWRENCE B. FRIEDMAN NICOLAS GRABAR CHRISTOPHER E. AUSTIN SETH GROSSHANDLER HO (July 6th, 2017)
Voya Financial, Inc. – VOYA FINANCIAL, INC. $400,000,000 3.125% Senior Notes due 2024 Guaranteed by Voya Holdings Inc. UNDERWRITING AGREEMENT (June 27th, 2017)
Voya Financial, Inc. – Voya Financial Prices Offering of $400 Million of Senior Notes (June 27th, 2017)

New York, June 26, 2017/PRNewswire – Voya Financial, Inc. (NYSE: VOYA) (“Voya” or the “Company”) today announced that it has priced its registered public offering of $400 million aggregate principal amount of 3.125% senior notes due 2024 (the “Offering”). The senior notes will be guaranteed by Voya Holdings Inc. (“Voya Holdings”), a wholly-owned subsidiary of Voya. The Offering is subject to customary closing conditions and is expected to close on July 5, 2017.

Voya Financial, Inc. – Voya Financial Announces Proposed Offering of Senior Notes (June 26th, 2017)

New York, June 26, 2017/PRNewswire – Voya Financial, Inc. (NYSE: VOYA ) (“Voya” or the “Company”) today announced a proposed registered public offering of senior notes due 2024 (the “Offering”). The senior notes will be guaranteed by Voya Holdings Inc. (“Voya Holdings”), a wholly-owned subsidiary of Voya. The precise timing, size and terms of the Offering are subject to market conditions and other factors.