Contract

EXHIBIT 10.(h) TAX SHARING AGREEMENT THIS AGREEMENT is entered into by and between ING AMERICA INSURANCE HOLDINGS, INC. ("ING") and each of its undersigned subsidiaries (the "Subsidiaries", or in the singular "Subsidiary"). WITNESSETH: WHEREAS, ING and/or some or all of the Subsidiaries may join in the filing of a state or local tax return on a consolidated, combined or unitary basis; and WHEREAS, it is desirable for the Subsidiaries and ING to enter into this Tax Sharing Agreement ("Agreement") to provide for the manner of computation of the amounts and timing of payments among them, and various related matters; NOW, THEREFORE, in consideration of the agreements contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. APPLICABILITY The parties intend that the provisions of this Agreement shall apply to situations in which a state or local franchise, income tax or other tax return based on, or measured by, net income ("state or local income tax return") is filed on behalf of more than one party to this Agreement on a consolidated, combined, or unitary basis (each company participating in such a return is referred to herein as a "Group Member"). ING is hereby authorized to determine, in its sole discretion, whether any of the Subsidiaries will be included in the filing of a consolidated, combined, or unitary state or local income tax return, or whether any Subsidiary will file a separate, stand-alone state or local income tax return, in states where the choice is available. 2. ALLOCATION OF LIABILITY For each taxable year during which a consolidated, combined or unitary state or local income tax return is filed, each Group Member will pay to the Designated Lead Company of such group an amount determined as follows: i) Where the tax liability of the group of companies is calculated by reference to the consolidated, combined, or unitary apportionment or allocation factors of the group as a whole, the amount of tax liability payable by each Group Member will be determined on the basis of its proportional share of the total group's apportionment or allocation factor. Each Group Member generating tax losses or credits, including any carryovers thereof, will be paid for such losses or credits as they are recognized and actually utilized to reduce the total tax liability of the group. 1 ii.) Where the tax liability of the group of companies is calculated for each Group Member on a separate company basis utilizing separate company apportionment or allocation factors, the amount of tax liability payable by each Group Member will be an amount equal to its separate company tax liability. Separate company losses or credits, and any carryovers thereof, will only be recognized and paid for at the time, and to the extent, that they are utilized in the reduction of the consolidated, combined or unitary taxable income of the group. iii) In those situations in which ING or any of the Subsidiaries files separate, stand-alone state or local income tax returns, each such party will be solely responsible for all taxes, additions to tax, penalties, and interest associated with such stand-alone filings. iv) Unless specifically approved in writing, all payments made pursuant to this Agreement by a Group Member shall be made by that Group Member, and not by any other company or business unit on its behalf. 3. SEPARATE RETURN YEARS To the extent any portion of a tax loss or credit of a consolidated, combined or unitary group is carried back or carried forward to a separate return year of a Group Member (whether by operation of law or at the discretion of the Designated Lead Company) the Group Member shall not be entitled to payment from the Designated Lead Company with respect thereto. This shall be the case whether or not the Group Member actually receives payment for the benefit of such tax loss or credit from the applicable tax authority or otherwise. 4. INSTALLMENT PAYMENTS a. During and following a taxable year in which Group Members are included in a state or local income tax return filed on a consolidated, combined or unitary basis, each shall pay to the Designated Lead Company, or receive from the Designated Lead Company, as the case may be, installment payments of the amount determined pursuant to section 2 of this Agreement. Payments shall made by or to each Group Member in amounts that produce, on a group basis, cumulative installments consistent with the payment rules of the applicable taxing authority. Payments shall be made to/by each Group Member to/by the Designated Lead Company within 30 days of the installment payment date mandated by the applicable taxing authority. The Designated Lead Company may revise the schedule of installment payments set forth in this paragraph, and may provide for annual rather than quarterly payments in cases where amounts due fall below a certain threshold, although any such change shall be prospective and shall not take effect prior to written notice to the Group Members. 2 b. The Designated Lead Company shall pay to the applicable taxing authority all required installments of state or local estimated taxes pursuant to applicable provisions of state or local law on behalf of itself and each Group Member. The Designated Lead Company shall have the sole right to determine the amount of each such tax payment with respect to the group's tax liability for the taxable year. c. Should the amount of any tax payment made by the Designated Lead Company under this section to the taxing authority exceed the sum of installment payments made by all Group Members for any corresponding installment date, the Designated Lead Company may, in its sole discretion, determine each Group Member's fair and reasonable share of that excess, and notify each Group Member thereof. The amount of such excess amount shall be paid over to the Designated Lead Company within 15 business days of the date of notification. d. If a penalty or an addition to tax for underpayment of estimated taxes is imposed on the group with respect to any required installment under applicable state or local law, the Designated Lead Company shall, in its sole discretion, determine the amount of each Group Member's share of such penalty or addition to tax, which amount shall be paid over to the Designated Lead Company within 15 business days of the date of notification. 5. ADJUSTED RETURNS If any adjustments are made to the consolidated, combined or unitary returns for a taxable year, whether by reason of the filing of an amended return, or a claim for refund with respect to such taxable year, or an audit with respect to such taxable year, the amounts due under this Agreement for such taxable year shall be redetermined by the Designated Lead Company taking into account such adjustments. If, as a result of such redetermination, any amounts due under this Agreement shall differ from the amounts previously paid, then, except as provided in section 6 hereof, payment of such difference shall be made by each Group Member to the Designated Lead Company, or by the Designated Lead Company to the Group Member, as the case may be, (a) in the case of an adjustment resulting in a refund or credit, not later than thirty (30) days after the date on which such refund is received or credit is allowed with respect to such adjustment or (b) in the case of an adjustment resulting in the assertion of a deficiency, not later than thirty (30) days after the Group Member is notified of the deficiency. Any amounts due to or from a Group Member under this section shall be determined with respect to such refund or deficiency taking into account any penalties, interest or other additions to tax which may be imposed. ING shall indemnify each Subsidiary in the event the taxing authority levies upon such Subsidiary's assets for unpaid taxes in excess of the amount required to be paid by such Subsidiary in relation to a consolidated, combined or unitary return filed pursuant to this Agreement. 3 6. PROCEDURAL MATTERS The Designated Lead Company shall prepare and file the consolidated, combined or unitary state or local return and any other returns, documents or statements required to be filed with the appropriate jurisdiction, with respect to the determination of the tax liability of the filing group. In its sole discretion, the Designated Lead Company shall have the right with respect to any return which it has filed or will file, (a) to determine (i) the manner in which such returns, documents or statements shall be prepared and filed, including, without limitation, the manner in which any item of income, gain, loss, deduction or credit shall be reported, (ii) whether any extensions may be requested and (iii) the elections that will be made by any Group Member, (b) to contest, compromise or settle any adjustment or deficiency proposed, asserted or assessed as a result of any audit of such returns by the taxing authority, (c) to file, prosecute, compromise or settle any claim for refund and (d) to determine whether any refunds to which the filing group may be entitled shall be paid by way of refund or credited against the tax liability of the group. Each Group Member hereby irrevocably appoints the Designated Lead Company as its agent and attorney-in-fact to take such action (including the execution of documents) as the Designated Lead Company may deem appropriate to effect the foregoing. 7. ADDITIONAL MEMBERS If future subsidiaries are acquired or created and they participate in the consolidated, combined or unitary filing, such subsidiaries shall join in and be bound by this Agreement. This section will also apply to subsidiaries that are not eligible immediately to join the filing group, when they become eligible to join the filing group. 8. COMPANIES LEAVING GROUP Except as specifically treated to the contrary herein, a Group Member shall be treated as having withdrawn from this Agreement upon the signing of a letter of intent or a definitive agreement to sell the Group Member. Amounts payable to or receivable from Designated Lead Company shall be recomputed with respect to the withdrawing Group Member, including an estimate of the remaining taxes actually payable or receivable upon the filing of the tax return for the year of withdrawal, as of the last day such Group Member is a member of the group. Any amounts so computed as due to or from the Designated Lead Company to or from Group Member shall be paid prior to its leaving the group, provided, however, that any deficiency or excess of taxes determined on the basis of the tax return filed for the year of withdrawal, and paid to or from Designated Lead Company related to the tax liability of the withdrawing Group Member for the portion of the year of withdrawal during which it had been a member of the affiliated group, shall be settled not later than November 15 of the year following the year of the date of withdrawal. The extent to which Designated Lead Company or such Group Member is entitled to any other payments as a result of adjustments, as provided in section 5 hereof, determined after such Group Member has left the affiliated group but affecting any taxable year 4 during which this Agreement was in effect with respect to the Designated Lead Company and such Group Member, shall be provided for pursuant to a separate written agreement between ING and the former Group Member or its new owner, or in the absence of such agreement, pursuant to the provision of section 5 hereof. Tax benefits arising from the carry back of losses or credits of the former Group Member to tax years during which it was a member of the group shall not be refunded to the Group Member, unless specifically provided for pursuant to a separate written agreement between ING and the former Group Member, or its new owner. 9. BOOKS AND RECORDS The books, accounts and records of ING and the Subsidiaries shall be maintained so as to provide clearly and accurately the information required for the operation of this Agreement. Notwithstanding termination of this Agreement, all materials including, but not limited to, returns, supporting schedules, workpapers, correspondence and other documents relating to the combined, consolidated or unitary tax return shall be made available to ING and/or any Subsidiary during regular business hours. Records will be retained by ING and by each Subsidiary, in a manner satisfactory to ING, adequate to comply with any audit request by the appropriate State or local taxing authority, and, in any event to comply with any record retention agreement entered into by ING or any Subsidiary with such taxing authority. 10. ESCROW AGREEMENTS The parties hereto agree that, to the extent required by applicable law, they shall enter into and file with appropriate jurisdictions any escrow agreements or similar contractual arrangements with respect to the taxes covered by this Agreement. The terms of such agreements shall, to the extent set forth therein, and with respect to the parties thereto, prevail over the terms of this Agreement. 11. TERMINATION This Agreement shall be terminated if ING and the Subsidiaries agree in writing to such termination. 12. ADMINISTRATION This Agreement shall be administered by the Vice President of Taxes of ING or, in his/her absence, by any other officer of ING so designated by the Controller of ING. Disputes between ING and any Subsidiary shall be resolved by the Vice President of Taxes of ING or other designated officer and the senior financial officer of each Subsidiary involved in the dispute. Should ING, in its sole discretion, determine that any provision of this Agreement cannot be applied practicably to any item or any part of any state or local income tax return, ING shall apply a reasonable rule of operation in such situation, as determined in its sole discretion, but predicated on the principle of equitable sharing of the tax impact of such item among those parties included in the tax return responsible for such tax impact. ING and the Subsidiaries each agree to indemnify any 5 party to this agreement for any loss or other injury sustained as a result of errors or omissions committed by ING or one of the Subsidiaries in connection with this Agreement. 13. PERIOD COVERED This Agreement shall be effective with respect to each party thereto upon signing by such party, and shall supersede all previous agreements between ING and any Subsidiary with respect to the matters contained herein and such previous agreement shall thereupon terminate. The Agreement shall apply to the taxable year 2001, to all prior taxable years which are open to adjustments as provided in section 5 hereof (to the extent not subject to any separate tax sharing agreement) and to all subsequent periods unless and until amended or terminated, as provided in section 11 hereof. 6 IN WITNESS WHEREOF, the parties hereto have executed this Tax Sharing Agreement. ING America Insurance Holdings, Inc. By: /s/ David Pendergrass ----------------------------------------------- Name: David Pendergrass Title: Treasurer Cyberlink Development, LLC By: /s/ David Pendergrass ----------------------------------------------- Name: David Pendergrass Title: Vice President and Treasurer GAC Capital, Inc. By: /s/ Boyd G. Combs ----------------------------------------------- Name: Boyd G. Combs Title: Senior Vice President, Tax ING America Life Corporation By: /s/ David Pendergrass ----------------------------------------------- Name: David Pendergrass Title: Vice President and Treasurer ING Fund Services Co., LLC By: /s/ Lydia L. Homer ----------------------------------------------- Name: Lydia L. Homer Title: Senior Vice President and Controller ING Mutual Funds Management Co., LLC (merged into By: /s/ Lydia L. Homer ING Investments, LLC in 2001) ----------------------------------------------- Name: Lydia L. Homer Title: Senior Vice President and Controller ING North America Insurance Corporation By: /s/ David Pendergrass ----------------------------------------------- Name: David Pendergrass Title: Vice President and Treasurer Life of Georgia Agency, Inc. By: /s/ David Pendergrass ----------------------------------------------- Name: David Pendergrass Title: Vice President and Treasurer
7 Life Insurance Company of Georgia By: /s/ David Pendergrass ----------------------------------------------- Name: David Pendergrass Title: Vice President and Treasurer Lion Custom Investments, LLC By: /s/ David Pendergrass ----------------------------------------------- Name: David Pendergrass Title: Vice President and Treasurer Lion II Custom Investments, LLC By: /s/ David Pendergrass ----------------------------------------------- Name: David Pendergrass Title: Vice President and Treasurer MIA Office Americas, Inc. By: /s/ David Pendergrass ----------------------------------------------- Name: David Pendergrass Title: Vice President and Treasurer Orange Investment Enterprises, Inc. By: /s/ David Pendergrass ----------------------------------------------- Name: David Pendergrass Title: Vice President and Treasurer QuickQuote, Inc. By: /s/ Boyd G. Combs ----------------------------------------------- Name: Boyd G. Combs Title: Senior Vice President, Tax QuickQuote Financial, Inc. By: /s/ Eric Banta ----------------------------------------------- Name: Eric Banta Title: Assistant Secretary QuickQuote Systems, Inc. By: /s/ Eric Banta ----------------------------------------------- Name: Eric Banta Title: Assistant Secretary Southland Life Insurance Company By: /s/ David Pendergrass ----------------------------------------------- Name: David Pendergrass Title: Vice President and Treasurer
8 Springstreet Associates, Inc. By: /s/ Boyd G. Combs ----------------------------------------------- Name: Boyd G. Combs Title: Senior Vice President, Tax First Columbine Life Insurance Company By: /s/ David Pendergrass ----------------------------------------------- Name: David Pendergrass Title: Vice President and Treasurer First Secured Mortgage Deposit Corporation By: /s/ Jeffery William Steel ----------------------------------------------- Name: Jeffrey William Seel Title: President and Director First ING Life Insurance Company of New York By: /s/ Eric G. Banta ----------------------------------------------- Name: Eric G. Banta Title: Secretary ING America Equities, Inc. By: /s/ Paula Cludray-Engelke ----------------------------------------------- Name: Paula Cludray-Engelke Title: Secretary Midwestern United Life Insurance Company By: /s/ David Pendergrass ----------------------------------------------- Name: David Pendergrass Title: Vice President and Treasurer Security Life of Denver Insurance Company By: /s/ David Pendergrass ----------------------------------------------- Name: David Pendergrass Title: Vice President and Treasurer Security Life Assignment Corporation By: /s/ David Pendergrass ----------------------------------------------- Name: David Pendergrass Title: Vice President and Treasurer UC Mortgage Corp By: /s/ Boyd G. Combs ----------------------------------------------- Name: Boyd G. Combs Title: Senior Vice President, Tax
9 ING Brokers Network, LLC (fka ING Advisors By: /s/ John S. Simmers Network, Inc.) ----------------------------------------------- Name: John S. Simmers Title: Chief Executive Officer ING Insurance Agency, Inc. By: /s/ John S. Simmers ----------------------------------------------- Name: John S. Simmers Title: Chief Executive Officer IFG Advisory Services, Inc (aka Associated Financial By: /s/ Glenn Black Planners, Inc.) ----------------------------------------------- Name: Glenn Black Title: Vice President, Taxation Carnegie Financial Corporation By: /s/ E. Paul Stewart ----------------------------------------------- Name: E. Paul Stewart Title: Treasurer Carnegie Securities Corporation By: /s/ E. Paul Stewart ----------------------------------------------- Name: E. Paul Stewart Title: Treasurer Compulife Agency, Inc. By: /s/ E. Paul Stewart ----------------------------------------------- Name: E. Paul Stewart Title: Treasurer Compulife, Inc. By: /s/ Boyd G. Combs ----------------------------------------------- Name: Boyd G. Combs Title: Senior Vice President, Tax Compulife Investor Services, Inc. By: /s/ Joseph J. Elmy ----------------------------------------------- Name: Joseph J. Elmy Title: Tax Officer IFG Advisory, Inc. By: /s/ E. Paul Stewart ----------------------------------------------- Name: E. Paul Stewart Title: Treasurer
10 IFG Agency, Inc. By: /s/ E. Paul Stewart ----------------------------------------------- Name: E. Paul Stewart Title: Treasurer IFG Agency of Ohio, Inc. By: /s/ E. Paul Stewart ----------------------------------------------- Name: E. Paul Stewart Title: Treasurer IFG Brokerage Corp. By: /s/ E. Paul Stewart ----------------------------------------------- Name: E. Paul Stewart Title: Treasurer IFG Insurance Agency of Massachusetts, Inc. By: /s/ E. Paul Stewart ----------------------------------------------- Name: E. Paul Stewart Title: Treasurer IFG Insurance Services, Inc. By: /s/ E. Paul Stewart ----------------------------------------------- Name: E. Paul Stewart Title: Treasurer IFG Insurance Services of Alabama, Inc. By: /s/ E. Paul Stewart ----------------------------------------------- Name: E. Paul Stewart Title: Treasurer IFG Network, Inc. By: /s/ E. Paul Stewart ----------------------------------------------- Name: E. Paul Stewart Title: Treasurer IFG Network Securities, LLC By: /s/ Glenn Black ----------------------------------------------- Name: Glenn Black Title: Vice President and Tax Officer IFG Services, Inc. By: /s/ E. Paul Stewart ----------------------------------------------- Name: E. Paul Stewart Title: Treasurer
11 Investors Financial Group, LLC By: /s/ E. Paul Stewart ----------------------------------------------- Name: E. Paul Stewart Title: Treasurer Investors Financial Planning, Inc. By: /s/ E. Paul Stewart ----------------------------------------------- Name: E. Paul Stewart Title: Treasurer National Alliance for Independent Portfolio Managers, By: /s/ E. Paul Stewart Inc. ----------------------------------------------- Name: E. Paul Stewart Title: Treasurer Pennington, Bass & Associates, Inc. By: /s/ E. Paul Stewart ----------------------------------------------- Name: E. Paul Stewart Title: Treasurer Planned Investments, Inc. By: /s/ E. Paul Stewart ----------------------------------------------- Name: E. Paul Stewart Title: Treasurer Planned Investment Resources, Inc. By: /s/ E. Paul Stewart ----------------------------------------------- Name: E. Paul Stewart Title: Treasurer MFSC Insurance Agency of California, Inc. By: /s/ Douglas G. Temple-Trujillo ----------------------------------------------- Name: Douglas G. Temple-Trujillo Title: Director MFSC Insurance Agency of Massachusetts, Inc. By: /s/ Boyd G. Combs ----------------------------------------------- Name: Boyd G. Combs Title: Senior Vice President, Tax MFSC Insurance Agency of Nevada, Inc. By: /s/ Douglas G. Temple-Trujillo ----------------------------------------------- Name: Douglas G. Temple-Trujillo Title: Director
12 MFSC Insurance Agency of Ohio, Inc. By: /s/ Douglas G. Temple-Trujillo ----------------------------------------------- Name: Douglas G. Temple-Trujillo Title: Director MFSC Insurance Agency of Texas, Inc. By: /s/ Boyd G. Combs ----------------------------------------------- Name: Boyd G. Combs Title: Senior Vice President, Tax Multi-Financial Group, Inc. By: /s/ Douglas G. Temple-Trujillo ----------------------------------------------- Name: Douglas G. Temple-Trujillo Title: Director Multi-Financial Securities Corporation By: /s/ Douglas G. Temple-Trujillo ----------------------------------------------- Name: Douglas G. Temple-Trujillo Title: Director PMG Agency, Inc. By: /s/ Luke F. Baum ----------------------------------------------- Name: Luke F. Baum Title: Vice President VESTAX Capital Corporation By: /s/ Valerie G. Brown ----------------------------------------------- Name: Valerie G. Brown Title: Director VESTAX Securities Corporation By: /s/ Luke F. Baum ----------------------------------------------- Name: Luke F. Baum Title: Vice President, Chief Operating Officer and SROP VTX Agency, Inc. By: /s/ R. Jack Conley ----------------------------------------------- Name: R. Jack Conley Title: Vice President, Secretary and Treasurer VTX Agency of Massachusetts, Inc. By: /s/ R. Jack Conley ----------------------------------------------- Name: R. Jack Conley Title: Vice President, Secretary and Treasurer
13 VTX Agency of Michigan, Inc. By: /s/ R. Jack Conley ----------------------------------------------- Name: R. Jack Conley Title: Vice President, Secretary and Treasurer VTX Agency of Texas, Inc. By: /s/ Luke F. Baum ----------------------------------------------- Name: Luke F. Baum Title: President, Secretary and Treasurer ING Payroll Management, Inc. By: /s/ David Pendergrass ----------------------------------------------- Name: David Pendergrass Title: Treasurer Directed Services, Inc. By: /s/ David Lee Jacobson ----------------------------------------------- Name: David Lee Jacobson Title: Senior Vice President and Assistant Secretary Equitable of Iowa Companies, Inc. By: /s/ David Pendergrass ----------------------------------------------- Name: David Pendergrass Title: Vice President and Treasurer ING Funds Distributor, Inc. (fka ING Pilgrim By: /s/ Lydia L. Homer Securities, Inc.; fka Pilgrim Securities, Inc.) ----------------------------------------------- Name: Lydia L. Homer Title: Senior Vice President and Controller Locust Street Securities, Inc. By: /s/ Jacqueline C. Conley ----------------------------------------------- Name: Jacqueline C. Conley Title: Vice President, Compliance LSSI, Inc. By: /s/ Jacqueline C. Conley ----------------------------------------------- Name: Jacqueline C. Conley Title: Secretary LSSI Massachusetts Insurance Agency, Inc. By: /s/ Karl Lindberg ----------------------------------------------- Name: Karl Lindberg Title: President and Secretary
14 LSSI North Carolina, Inc. By: /s/ Karl Lindberg ----------------------------------------------- Name: Karl Lindberg Title: President and Secretary LSSI Nevada, Inc. By: /s/ Jacqueline C. Conley ----------------------------------------------- Name: Jacqueline C. Conley Title: Secretary LSSI Ohio Agency, Inc. By: /s/ Karl Lindberg ----------------------------------------------- Name: Karl S. Lindberg Title: Vice President and Secretary LSSI Texas, Inc. By: /s/ Jacqueline C. Conley ----------------------------------------------- Name: Jacqueline C. Conley Title: Secretary ReliaStar Financial Corp. By: /s/ David Pendergrass ----------------------------------------------- Name: David Pendergrass Title: Vice President and Treasurer Bancwest Insurance Agency, Inc. By: /s/ Paula Cludray-Engelke ----------------------------------------------- Name: Paula Cludray-Engelke Title: Assistant Secretary Washington Square Securities, Inc. By: /s/ Joseph J. Elmy ----------------------------------------------- Name: Joseph J. Elmy Title: Tax Officer Washington Square Insurance Agency, Inc. (MA) By: /s/ Joseph J. Elmy ----------------------------------------------- Name: Joseph J. Elmy Title: Tax Officer Washington Square Insurance Agency, Inc. (TX) By: /s/ Joseph J. Elmy ----------------------------------------------- Name: Joseph J. Elmy Title: Tax Officer
15 Washington Square Insurance Agency, Inc. (NM) By: /s/ Joseph J. Elmy ----------------------------------------------- Name: Joseph J. Elmy Title: Tax Officer Washington Square Insurance Agency, Inc. (OH) By: /s/ Joseph J. Elmy ----------------------------------------------- Name: Joseph J. Elmy Title: Tax Officer PrimeVest Financial Services, Inc. By: /s/ Joseph J. Elmy ----------------------------------------------- Name: Joseph J. Elmy Title: Tax Officer PrimeVest Insurance Agency of Alabama, Inc. By: /s/ Kevin P. Maas ----------------------------------------------- Name: Kevin P. Maas Title: Secretary PrimeVest Insurance Agency of New Mexico, Inc. By: /s/ Kevin P. Maas ----------------------------------------------- Name: Kevin P. Maas Title: Secretary PrimeVest Insurance Agency of Ohio, Inc. By: /s/ Kevin P. Maas ----------------------------------------------- Name: Kevin P. Maas Title: Secretary PrimeVest Insurance Agency of Oklahoma, Inc. By: /s/ Kevin P. Maas ----------------------------------------------- Name: Kevin P. Maas Title: Secretary PrimeVest Insurance Agency of Texas, Inc. By: /s/ LeAnn Rummell McCool ----------------------------------------------- Name: LeAnn Rummel McCool Title: Sole Director and President, Secretary and Treasurer
16 Branson Insurance Agency, Inc. By: /s/ Kevin P. Maas ----------------------------------------------- Name: Kevin P. Maas Title: Secretary Express America TC, Inc. By: /s/ Lydia L. Homer ----------------------------------------------- Name: Lydia L. Homer Title: Senior Vice President and Controller EAMC Liquidation Corp. By: /s/ Lydia L. Homer ----------------------------------------------- Name: Lydia L. Homer Title: Senior Vice President and Controller Granite Investment Services, Inc. By: /s/ Joseph J. Elmy ----------------------------------------------- Name: Joseph J. Elmy Title: Tax Officer ReliaStar Investment Research, Inc. By: /s/ Joseph J. Elmy ----------------------------------------------- Name: Joseph J. Elmy Title: Tax Officer ReliaStar Payroll Agent, Inc. By: /s/ Paula Cludray-engelke ----------------------------------------------- Name: Paula Cludray-Engelke Title: Secretary ING Capital Corporation, LLC (fka ING Pilgrim Capital By: /s/ Lydia L. Homer Corporation; fka Pilgrim Capital Corporation; fka ----------------------------------------------- Pilgrim Holdings Corporation) Name: Lydia L. Homer Title: Senior Vice President and Controller ING Pilgrim Funding, Inc. (fka Pilgrim Funding, Inc.) By: /s/ Lydia L. Homer ----------------------------------------------- Name: Lydia L. Homer Title: Senior Vice President and Controller ING Funds Services, LLC (fka ING Pilgrim By: /s/ Lydia L. Homer Group, LLC; fka Pilgrim Group, LLC) ----------------------------------------------- Name: Lydia L. Homer Title: Senior Vice President and Controller
17 ING Investments, LLC (fka ING Pilgrim Investments, LLC; By: /s/ Lydia L. Homer fka Pilgrim Investments, Inc.) ----------------------------------------------- Name: Lydia L. Homer Title: Senior Vice President and Controller ING Re Underwriters, Inc. (fka ReliaStar Managing By: /s/ Paula Cludray-Engelke Underwriters, Inc.) ----------------------------------------------- Name: Paula Cludray-Engelke Title: Secretary ING National Trust (fka ReliaStar National Trust By: /s/ Robert J. Scalise Company) ----------------------------------------------- Name: Robert J. Scalise Title: Assistant Vice President, Finance Northeastern Corporation By: /s/ Boyd G. Combs ----------------------------------------------- Name: Boyd G. Combs Title: Senior Vice President, Tax Successful Money Management Seminars, Inc. By: /s/ Duane Pfaff ----------------------------------------------- Name: Duane Pfaff Title: Vice President Financial Northeastern Corporation By: /s/ Paula Cludray-Engelke ----------------------------------------------- Name: Paula Cludray-Engelke Title: Secretary FNC Insurance Services, Inc. By: /s/ Jeffrey P. Zage ----------------------------------------------- Name: Jeffrey P. Zage Title: Secretary Financial Northeastern Securities, Inc. By: /s/ Joseph J. Elmy ----------------------------------------------- Name: Joseph J. Elmy Title: Tax Officer Guaranty Brokerage Services, Inc. (fka Split Rock By: /s/ Joseph J. Elmy Financial, Inc.; fka Bisys Brokerage Services, Inc.) ----------------------------------------------- Name: Joseph J. Elmy Title: Tax Officer
18 Bancwest Investment Services, Inc. By: /s/ Joseph J. Elmy ----------------------------------------------- Name: Joseph J. Elmy Title: Tax Officer Washington Square Insurance Agency, Inc. (AL) By: /s/ Joseph J. Elmy ----------------------------------------------- Name: Joseph J. Elmy Title: Tax Officer Lexington Funds Distributor, Inc. By: /s/ Lydia L. Homer ----------------------------------------------- Name: Lydia L. Homer Title: Senior Vice President and Controller ING Advisors, Inc. (fka ING Pilgrim Advisors; fka ING By: /s/ Lydia L. Homer Lexington Management Corporation) ----------------------------------------------- Name: Lydia L. Homer Title: Senior Vice President and Controller Lion Connecticut Holdings Inc. By: /s/ Joseph J. Elmy ----------------------------------------------- Name: Joseph J. Elmy Title: Vice President and Tax Officer Aetna Financial Services, Inc. By: /s/ Paula Cludray-Engelke ----------------------------------------------- Name: Paula Cludray-Engelke Title: Secretary ING Insurance Services Holding Company, Inc. (fka Aetna By: /s/ Joseph J. Elmy Insurance Agency Holding Co., Inc.) ----------------------------------------------- Name: Joseph J. Elmy Title: Tax Officer ING Insurance Services, Inc. (fka Aetna Insurance By: /s/ Joseph J. Elmy Agency, Inc.) ----------------------------------------------- Name: Joseph J. Elmy Title: Tax Officer ING Insurance Services of Alabama, Inc. (fka Aetna By: /s/ Joseph J. Elmy Insurance Agency of Alabama, Inc.) ----------------------------------------------- Name: Joseph J. Elmy Title: Tax Officer
19 ING Insurance Services of Massachusetts, Inc. (fka By: /s/ Joseph J. Elmy Aetna Insurance Agency of Massachusetts, Inc.) ----------------------------------------------- Name: Joseph J. Elmy Title: Tax Officer Aetna Insurance Agency of Ohio, Inc. By: /s/ Boyd G. Combs ----------------------------------------------- Name: Boyd G. Combs Title: Senior Vice Pesident, Tax ING Retail Holding Company, Inc. (fka Aetna Retail By: /s/ Joseph J. Elmy Holding Company, Inc.) ----------------------------------------------- Name: Joseph J. Elmy Title: Tax Officer ING Retirement Services, Inc. (fka Aetna Retirement By: /s/ David Pendergrass Services, Inc.) ----------------------------------------------- Name: David Pendergrass Title: Vice President and Treasurer ING Retirement Holdings, Inc. (fka Aetna Retirement By: /s/ David Pendergrass Holdings, Inc.) ----------------------------------------------- Name: David Pendergrass Title: Senior Vice President and Treasurer ING Insurance Services Holding Company, Inc. (fka Aetna By: /s/ Joseph J. Elmy Service Holding Company, Inc. ----------------------------------------------- Name: Joseph J. Elmy Title: Tax Officer Systematized Benefits Administrators, Inc. By: /s/ Joseph J. Elmy ----------------------------------------------- Name: Joseph J. Elmy Title: Tax Officer FNI International, Inc. By: /s/ John S. Simmers ----------------------------------------------- Name: John S. Simmers Title: Corporate Secretary Financial Network Investment Corporation By: /s/ John S. Simmers ----------------------------------------------- Name: John S. Simmers Title: Corporate Secretary
20 FN Insurance Services, Inc. By: /s/ John S. Simmers ----------------------------------------------- Name: John S. Simmers Title: Executive Vice President and Secretary FN Insurance Agency of Massachusetts, Inc. By: /s/ John S. Simmers ----------------------------------------------- Name: John S. Simmers Title: Secretary FN Insurance Agency of New Jersey, Inc. By: /s/ John S. Simmers ----------------------------------------------- Name: John S. Simmers Title: Corporate Secretary FN Insurance Services of Nevada, Inc. By: /s/ John S. Simmers ----------------------------------------------- Name: John S. Simmers Title: Secretary FN Insurance Services of Alabama, Inc. By: /s/ John S. Simmers ----------------------------------------------- Name: John S. Simmers Title: Secretary FN Insurance Agency of Kansas, Inc. By: /s/ John S. Simmers ----------------------------------------------- Name: John S. Simmers Title: Corporate Secretary ING International Insurance Holdings, Inc. (fka Aetna By: /s/ Lena A. Rabbitt International, Inc.) ----------------------------------------------- Name: Lena A. Rabbitt Title: Assistant Secretary ING International Nominee Holdings, Inc. (fka AE By: /s/ Lena A. Rabbitt Five, Incorporated) ----------------------------------------------- Name: Lena A. Rabbitt Title: Assistant Secretary ALICA Holdings, Inc. By: /s/ David Pendergrass ----------------------------------------------- Name: David Pendergrass Title: Vice President and Treasurer
21 Aetna Capital Holdings, Inc. By: /s/ Scott Burton ----------------------------------------------- Name Scott Burton Title: Assistant Secretary Aetna International Fund Management, Inc. By: /s/ Scott Burton ----------------------------------------------- Name Scott Burton Title: Assistant Secretary Financial Network Investment Corporation of Hawaii By: /s/ John S. Simmers ----------------------------------------------- Name: John S. Simmers Title: Secretary Financial Network Investment Corporation of Hilo, Inc. By: /s/ John S. Simmers ----------------------------------------------- Name: John S. Simmers Title: Corporate Secretary Financial Network Investment Corporation Of Honolulu By: /s/ John S. Simmers ----------------------------------------------- Name: John S. Simmers Title: Corporate Secretary Financial Network Investment Corporation of Kauai, Inc. By: /s/ John S. Simmers ----------------------------------------------- Name: John S. Simmers Title: Corporate Secretary Financial Network Investment Corporation of Puerto Rico, By: /s/ John S. Simmers Inc. ----------------------------------------------- Name: John S. Simmers Title: Corporate Secretary FN Insurance Services of HI, Inc. By: /s/ John S. Simmers ----------------------------------------------- Name: John S. Simmers Title: Vice President and Corporate Secretary ReliaStar Life Insurance Company By: /s/ Paula Cludray-Engelke ----------------------------------------------- Name: Paula Cludray-Engelke Title: Secretary
22 Northern Life Insurance Company By: /s/ Paula Cludray-Engelke ----------------------------------------------- Name: Paula Cludray-Engelke Title: Secretary Security-Connecticut Life Insurance Company By: /s/ Paula Cludray-Engelke ----------------------------------------------- Name: Paula Cludray-Engelke Title: Secretary ING Life Insurance and Annuity Company By: /s/ Paula Cludray-Engelke ----------------------------------------------- Name: Paula Cludray-Engelke Title: Secretary ING Insurance Company of America By: /s/ Paula Cludray-Engelke ----------------------------------------------- Name: Paula Cludray-Engelke Title: Secretary Equitable Life Insurance Company of Iowa By: /s/ Paula Cludray-Engelke ----------------------------------------------- Name: Paula Cludray-Engelke Title: Secretary USG Annuity & Life Company By: /s/ Paula Cludray-Engelke ----------------------------------------------- Name: Paula Cludray-Engelke Title: Secretary Golden American Life Insurance Company By: /s/ Paula Cludray-Engelke ----------------------------------------------- Name: Paula Cludray-Engelke Title: Secretary
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