—] Shares ING U.S., INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 18th, 2014 • ING U.S., Inc. • Life insurance • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 23rd, 2018 • Voya Financial, Inc. • Life insurance • New York
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.
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER entered into by and among BENEFITFOCUS, INC., VOYA FINANCIAL, INC. and ORIGAMI SQUIRREL ACQUISITION CORP Dated as of December 19, 2022Agreement and Plan of Merger • December 19th, 2022 • Voya Financial, Inc. • Life insurance • Delaware
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 19, 2022, is entered into by and among Benefitfocus, Inc., a Delaware corporation (the “Company”), Voya Financial, Inc., a Delaware corporation (“Parent”), and Origami Squirrel Acquisition Corp, a Delaware corporation and Wholly Owned Subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties”).
REGISTRATION RIGHTS AGREEMENT dated as of May 7, 2013 between ING U.S., Inc. and ING Groep N.V.Registration Rights Agreement • May 7th, 2013 • ING U.S., Inc. • Life insurance • New York
This Registration Rights Agreement, dated as of May 7, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 26th, 2013 • ING U.S., Inc. • Life insurance • New York
This REGISTRATION RIGHTS AGREEMENT dated July 26, 2013 (this “Agreement”) is entered into by and among ING U.S., INC., a Delaware corporation (the “Company”), LION CONNECTICUT HOLDINGS INC. (the “Initial Guarantor”) and CREDIT SUISSE SECURITIES (USA) LLC, DEUTSCHE BANK SECURITIES INC. and GOLDMAN, SACHS & CO. (collectively with, and for and on behalf of, the other “Initial Purchasers” named in the Purchase Agreement referred to below, the “Initial Purchasers”).
TERM LOAN AGREEMENT Dated as of April 20, 2012 among ING AMERICA INSURANCE HOLDINGS, INC. as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, and The Other Lenders Party Hereto CITIBANK, N.A., as Syndication Agent ING BANK N.V., LONDON...Term Loan Agreement • January 23rd, 2013 • ING U.S., Inc. • Life insurance • New York
This TERM LOAN AGREEMENT (“Agreement”) is entered into as of April 20, 2012, among ING AMERICA INSURANCE HOLDINGS, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.
FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of May 1, 2023 among VOYA FINANCIAL, INC. as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, a Fronting L/C Issuer and Several L/C Agent, The Other...Revolving Credit Agreement • May 4th, 2023 • Voya Financial, Inc. • Life insurance • New York
This FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (“Agreement”) is entered into as of May 1, 2023, among VOYA FINANCIAL, INC., a Delaware corporation (the “Borrower”), each lender from time to time 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.
32,018,100 Shares VOYA FINANCIAL, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 9th, 2015 • Voya Financial, Inc. • Life insurance • New York
SUPPORT AGREEMENTSupport Agreement • November 2nd, 2022 • Voya Financial, Inc. • Life insurance • Delaware
SUPPORT AGREEMENT, dated as of November 1, 2022 (this “Agreement”), among Voya Financial, Inc., a Delaware corporation (“Parent”), Origami Squirrel Acquisition Corp, a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“Merger Sub”), Benefitfocus, Inc., a Delaware corporation, a Delaware corporation (“Company”) and BuildGroup, LLC, a Delaware limited liability company (the “Stockholder”). Parent, Merger Sub, Company and the Stockholder are each sometimes referred to herein as a “Party” and collectively, as the “Parties.” Capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement (as defined below).
under the ING U.S., Inc.2013 Converted Award Agreement • June 20th, 2013 • ING U.S., Inc. • Life insurance • New York
This 2013 Agreement will govern the terms and conditions of the Converted Award from and after the time of the IPO. Your acceptance of the Prior Awards constituted your irrevocable consent to the terms and conditions set forth herein.
Newco Deal Incentive Award AgreementNewco 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:
under the ING U.S., Inc.2013 Converted Award Agreement • June 20th, 2013 • ING U.S., Inc. • Life insurance • New York
This 2013 Agreement will govern the terms and conditions of the Converted Award from and after the time of the IPO. Your acceptance of the Prior Awards constituted your irrevocable consent to the terms and conditions set forth herein.
DEPOSIT AGREEMENT among VOYA FINANCIAL, INC., as Issuer and COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., jointly as Depositary and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of June 18, 2019Deposit Agreement • June 18th, 2019 • Voya Financial, Inc. • Life insurance • New York
DEPOSIT AGREEMENT, dated as of June 18, 2019, among (i) VOYA FINANCIAL, INC., a Delaware corporation; (ii) COMPUTERSHARE INC., a Delaware corporation (“Computershare”), and its wholly owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a national banking association (the “Trust Company”), jointly as Depositary (as hereinafter defined); and (iii) the holders from time to time of the Receipts described herein.
REINSURANCE AGREEMENT (C) [SLDI Direct business without LOCs] between SECURITY LIFE OF DENVER INTERNATIONAL LIMITED (referred to as the Company) and HANNOVER LIFE REASSURANCE (IRELAND) LIMITED (referred to as the Reinsurer) Effective as of July 1, 2011Reinsurance Agreement • January 23rd, 2013 • ING U.S., Inc. • Life insurance • New York
THIS REINSURANCE AGREEMENT (C) (the “Agreement”), is made and entered into on August 19, 2011, effective as of 12:01 a.m. New York time on July 1, 2011 (the “Effective Time”) by and between Security Life of Denver International Limited, a life insurance company domiciled in The Cayman Islands (the “Company” or “SLDI”) and Hannover Life Reassurance (Ireland) Limited, an Ireland-domiciled life insurance company (the “Reinsurer”).
AMENDED AND RESTATED REINSURANCE AGREEMENT (C)Reinsurance Agreement • March 1st, 2021 • Voya Financial, Inc. • Life insurance • New York
ADVANCES, PLEDGE AND SECURITY AGREEMENT DELIVERYAdvances, Pledge and Security Agreement • January 23rd, 2013 • ING U.S., Inc. • Life insurance • Iowa
This Advances, Pledge and Security Agreement (“Agreement”), effective this 27th day of March, 2009, is entered between ING USA Annuity and Life Insurance Company (“Member”), with principal offices at 909 Locust Street, Des Moines, Iowa 50309 and the Federal Home Loan Bank of Des Moines (“Bank”), with principal offices in Des Moines, Iowa.
WARRANT AGREEMENT Dated May 7, 2013 between ING U.S., INC. and COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A. as Warrant AgentWarrant Agreement • May 7th, 2013 • ING U.S., Inc. • Life insurance • New York
This Warrant Agreement, dated May 7, 2013 (this “Warrant Agreement”), is between 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”).
Re: Amended and Restated Employment AgreementING U.S., Inc. • July 31st, 2013 • Life insurance • New York
This is your AMENDED AND RESTATED EMPLOYMENT AGREEMENT as of March 25, 2011 (the “Agreement”) with ING U.S., Inc., a Delaware corporation (the “Company”) and ING North America Insurance Corporation, a Delaware corporation (the “Employing Entity”). It sets forth the terms of your employment with the Company and its subsidiaries from time to time and replaces and supersedes in its entirety your Amended and Restated Employment Agreement, as of March 25, 2011, as amended and restated on November 7, 2012, with the Company and the Employing Entity (the “Previous Agreement”).
Form of Award Supplement Providing for Dividend Equivalent Rights ING U.S., INC. Award SupplementAgreement • 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”);
EQUITY ADMINISTRATION AGREEMENT by and between ING GROEP N.V. and ING U.S., INC. Dated as of May 7, 2013Equity Administration Agreement • May 7th, 2013 • ING U.S., Inc. • Life insurance • New York
THIS EQUITY ADMINISTRATION AGREEMENT (the “Agreement”), dated as of May 7, 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”).
under the Voya Financial, Inc. 2019 Omnibus Employee Incentive Plan2020 Award Agreement • May 6th, 2020 • Voya Financial, Inc. • Life insurance • New York
COINSURANCE AGREEMENT between the AETNA LIFE INSURANCE AND ANNUITY COMPANY (referred to as the Company) and LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK (referred to as the Reinsurer) Dated as of October 1, 1998Coinsurance Agreement • January 23rd, 2013 • ING U.S., Inc. • Life insurance • Connecticut
THIS COINSURANCE AGREEMENT (the “Agreement”) made by and between Aetna Life Insurance and Annuity Company, a Connecticut domiciled stock life insurance company (the “Company”) and Lincoln Life & Annuity Company of New York, a New York domiciled stock life insurance company (the “Reinsurer”).
AGREEMENT FOR ADVANCES, COLLATERAL PLEDGE AND SECURITY AGREEMENT (SPECIFIC LIEN - DELIVERY)Agreement for Advances, Collateral Pledge and Security Agreement • May 2nd, 2018 • Voya Financial, Inc. • Life insurance • Massachusetts
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.
TRANSITIONAL INTELLECTUAL PROPERTY LICENSE AGREEMENTTransitional Intellectual Property License Agreement • May 7th, 2013 • ING U.S., Inc. • Life insurance • New York
This TRANSITIONAL INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”), dated as of May 7, 2013 (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.
MODIFIED COINSURANCE AGREEMENT between the AETNA LIFE INSURANCE AND ANNUITY COMPANY (referred to as the Company) and LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK (referred to as the Reinsurer) Dated as of October 1, 1998Modified Coinsurance Agreement • January 23rd, 2013 • ING U.S., Inc. • Life insurance • Connecticut
THIS MODIFIED COINSURANCE AGREEMENT (the “Agreement”) made by and between Aetna Life Insurance and Annuity Company, a Connecticut domiciled stock life insurance company (the “Company”) and Lincoln Life & Annuity Company of New York, a New York domiciled stock life insurance company (the “Reinsurer”).
ACCOUNT CONTROL AGREEMENT February 8, 2018Account Control Agreement • May 2nd, 2018 • Voya Financial, Inc. • Life insurance • New York
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:
Master Transaction AgreementMaster Transaction Agreement • January 23rd, 2013 • ING U.S., Inc. • Life insurance • Iowa
This Master Transaction Agreement (“Agreement”) dated this May 1, 2006, is entered into between ING USA Annuity and Life Insurance Company (“Member”), with principal offices at Des Moines, Iowa, and the Federal Home Loan Bank of Des Moines (“Bank”) with principal offices in Des Moines, Iowa.
ING U.S., INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted 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”).
under the Voya Financial, Inc. 2014 Omnibus Employee Incentive Plan2017 Award Agreement • May 3rd, 2017 • Voya Financial, Inc. • Life insurance • New York
TERMINATION AGREEMENTTermination Agreement • May 8th, 2013 • ING U.S., Inc. • Life insurance • New York
This TERMINATION AGREEMENT (this “Termination Agreement”), dated May 3, 2013, is made by and among ING Bank N.V., London Branch (“ING Bank”) and Security Life of Denver International Limited (“SLDI”) (each a “Party” and collectively, the “Parties”) and relates to that certain Credit Agreement, dated as of December 31, 2011 by and between ING Bank, SLDI and the Various Financial Institutions From Time to Time Party thereto (the “Credit Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Credit Agreement.
under the Voya Financial, Inc. 2014 Omnibus Employee Incentive Plan2017 Award Agreement • May 3rd, 2017 • Voya Financial, Inc. • Life insurance • New York
MASTER TRANSACTION AGREEMENT BY AND AMONG VOYA FINANCIAL, INC., VA CAPITAL COMPANY LLC and ATHENE HOLDING LTD. DATED AS OF DECEMBER 20, 2017Master Transaction Agreement • December 21st, 2017 • Voya Financial, Inc. • Life insurance • New York
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”).
INDEMNIFICATION AGREEMENTIndemnification 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”)];
Department and location IAC/ ACT A13.007 Telephone/fax Reference ES.001con.sd PRIVATE AND CONFIDENTIAL 27 October 2009Assignment Agreement • March 19th, 2013 • ING U.S., Inc. • Life insurance
We are pleased to confirm the outcome of our discussions, during which it was agreed that you will be re-assigned to the North America Insurance Corporation, the “Host Company”.
under the Voya Financial, Inc.2016 Award Agreement • October 28th, 2016 • Voya Financial, Inc. • Life insurance • New York
