ING U.S., Inc. (Form: 10-Q/A, Received: 06/20/2013 16:37:21)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

——————————————————————

FORM 10-Q/A

(Amendment No. 1)



(Mark One)
ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2013



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _ to _

Commission File Number: _001-35897_________________________________________________

ING U.S., Inc.

(Exact name of registrant as specified in its charter)



Delaware	52-1222820
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)



230 Park Avenue
New York, New York	10169
(Address of principal executive offices)	(Zip Code)

(212) 309-8200

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes o No x

Indicate by check mark whether the registrant (1) has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer o	Accelerated filer o
Non-accelerated filer x	Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: At May 21, 2013 260,769,230 shares of Common Stock, $.01 par value, were outstanding.

EXPLANATORY NOTE

The purposes of this Amendment No. 1 on Form 10-Q/A to ING U.S., Inc.'s (“ING U.S.”) Quarterly Report on Form 10-Q for the period ended March 31, 2013 (the “Form 10-Q”), originally filed with the Securities and Exchange Commission on May 23, 2013, are as follows:


1.	To furnish Exhibit 101 to the Form 10-Q within the 30-day grace period provided for the initial submission of interactive data files, as permitted by Rule 405 of Regulation S-T; and


2.	To re-file Exhibits 10.9, 10.10, 10.11, 10.12 and 10.13, which were filed in the original Form 10-Q submission but were not identified by the correct exhibit number.

No other changes have been made to the Form 10-Q. This Form 10-Q/A speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

In accordance with Rule 406T of Regulation S-T, the interactive data files contained in Exhibit 101 to this Form 10-Q/A are furnished and shall not be deemed to be “filed” for purposes of Sections 11 and 12 of the Securities Act of 1933, as amended (the “Securities Act”), nor will they be deemed filed for purposes of Section 18 of the Securities Exchange Act, as amended (the “Exchange Act”), or otherwise subject to the liability of such sections, and shall not be part of any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 6. Exhibits



Exhibit No.		Description of Exhibit
3.1		Amended and Restated Certificate of Incorporation of ING U.S., Inc. (included as Exhibit 3.2 to Amendment No. 4 to the Company's Registration Statement on Form S-1 (File No. 333-184847), filed on April 16, 2013, and incorporated herein by reference)
3.2		Amended and Restated By-Laws of ING U.S., Inc. (included as Exhibit 3.1 to the Company's Current Report on Form 8-K, filed on May 7, 2013, and incorporated herein by reference).
4.1		Registration Rights Agreement between ING U.S., Inc. and ING Groep N.V. dated as of May 7, 2013 (included as Exhibit 10.4 to the Company's Current Report on Form 8-K, filed on May 7, 2013, and incorporated herein by reference)
4.2		Form of Common Stock Certificate (included as Exhibit 4.2 to Amendment No. 4 to the Company's Registration Statement on Form S-1 (File No. 333-184847), filed on April 16, 2013, and incorporated herein by reference)
4.3		Warrant Agreement between ING U.S., Inc. Computershare Inc. and Computershare Trust Company, N.A. dated as of May 7, 2013 (included as Exhibit 99.1 to the Company's Current Report on Form 8-K, filed on May 7, 2013, and incorporated herein by reference)
4.4		Warrant issued to ING Groep N.V, dated May 7, 2013 (included as Exhibit 99.2 to the Company's Current Report on Form 8-K, filed on May 7, 2013, and incorporated herein by reference)
10.01		Tax Sharing Agreement by and between ING U.S., Inc. and various subsidiaries with respect to federal taxes effective as of January 1, 2013 (included as Exhibit 10.30 to Amendment No. 2 to the Company's Registration Statement on Form S-1 (File No. 333-184847), filed on March 19, 2013, and incorporated herein by reference)
10.02		Second Supplemental Indenture, dated as of February 11, 2013, among ING U.S., Inc., Lion Connecticut Holdings Inc. and U.S. Bank National Association, as trustee (included as Exhibit 10.74 to Amendment No. 2 to the Company's Registration Statement on Form S-1 (File No. 333-184847), filed on March 19, 2013, and incorporated herein by reference)
10.03		Registration Rights Agreement, dated February 11, 2013, by and among ING U.S., Inc., Lion Connecticut Holdings Inc. and Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Suntrust Robinson Humphrey, Inc. (included as Exhibit 10.75 to Amendment No. 2 to the Company's Registration Statement on Form S-1 (File No. 333-184847), filed on March 19, 2013, and incorporated herein by reference)
10.04		Shareholder Agreement between ING U.S., Inc. and ING Groep N.V. dated as of May 7, 2013 (included as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on May 7, 2013, and incorporated herein by reference)
10.05		Transitional Intellectual Property License Agreement between ING U.S., Inc. and ING Groep N.V. dated as of May 7, 2013 (included as Exhibit 10.2 to the Company's Current Report on Form 8-K, filed on May 7, 2013, and incorporated herein by reference)
10.06		Equity Administration Agreement between ING U.S., Inc. and ING Groep N.V. dated as of May 7, 2013 (included as Exhibit 10.3 to the Company's Current Report on Form 8-K, filed on May 7, 2013, and incorporated herein by reference)
10.07		ING U.S., Inc. 2013 Omnibus Employee Incentive Plan (included as Exhibit 10.79 to Amendment No. 4 to the Company's Registration Statement on Form S-1 (File No. 333-184847), filed on April 16, 2013, and incorporated herein by reference)
10.08		ING U.S., Inc. 2013 Omnibus Non-Employee Director Incentive Plan (included as Exhibit 10.80 to Amendment No. 4 to the Company's Registration Statement on Form S-1 (File No. 333-184847), filed on April 16, 2013, and incorporated herein by reference)
10.09 ⁺		Form of 2013 Converted Award Agreement under the ING U.S., Inc. 2013 Omnibus Employee Incentive Plan related to the conversion of deferred shares granted in 2013 as both a mandatory partial deferral of 2012 annual incentive awards and an annual long-term incentive award to “Identified Staff” (as defined by the European Union's Capital Requirements Directive) pursuant to the ING Group Long-Term Sustainable Performance Plan
10.10 ⁺		Form of 2013 Converted Award Agreement under the ING U.S., Inc. 2013 Omnibus Employee Incentive Plan related to the conversion of deferred shares granted in 2013 as mandatory partial deferrals of 2012 long term incentive awards to “Identified Staff” (as defined by the European Union's Capital Requirements Directive) pursuant to the ING Group Long-Term Sustainable Performance Plan



Exhibit No.		Description of Exhibit
10.11 ⁺		Form of 2013 Converted Award Agreement under the ING U.S., Inc. 2013 Omnibus Employee Incentive Plan related to the conversion of deferred shares and performance shares granted in 2013 to non-“Identified Staff” (as defined by the European Union's Capital Requirements Directive) pursuant to the ING Group Long-Term Sustainable Performance Plan
10.12 ⁺		Form of 2013 Converted Award Agreement under the ING U.S., Inc. 2013 Omnibus Employee Incentive Plan related to the conversion of performance shares granted in 2013 to non-“Identified Staff” (as defined by the European Union's Capital Requirements Directive) pursuant to the ING Group Long-Term Sustainable Performance Plan
10.13 ⁺		Notice of conversion of restricted stock units granted in 2013 under the ING America Insurance Holdings, Inc. Equity Compensation Plan, as amended, into restricted stock units of ING U.S., Inc. under the 2013 Omnibus Employee Incentive Plan.
10.14		Offer Letter, dated March 28, 2013, between Ewout Steenbergen and ING U.S., Inc. (included as Exhibit 10.78 to Amendment No. 3 to the Company's Registration Statement on Form S-1 (File No. 333-184847), filed on April 5, 2013, and incorporated herein by reference
10.15		Junior Subordinated Indenture, dated as of May 16, 2013, among ING U.S., Inc., Lion Connecticut Holdings Inc. and U.S. Bank National Association, as Trustee, (included as Exhibit 10.15 to Form 10-Q (File No. 001-35897), filed on May 23, 2013, and incorporated herein by reference)
10.16		First Supplemental Indenture, dated as of May 16, 2013, among ING U.S., Inc., Lion Connecticut Holdings Inc. and U.S. Bank National Association, as Trustee, (included as Exhibit 10.16 to Form 10-Q (File No. 001-35897), filed on May 23, 2013, and incorporated herein by reference)
10.17		Registration Rights Agreement, dated May 16, 2013, by and among ING U.S., INC., Lion Connecticut Holdings Inc. and Barclays Capital Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, (included as Exhibit 10.17 to Form 10-Q (File No. 001-35897), filed on May 23, 2013, and incorporated herein by reference)
31.1		Rule 13a-14(a)/15d-14(a) Certification of Rodney O. Martin, Chief Executive Officer, (included as Exhibit 31.1 to Form 10-Q (File No. 001-35897), filed on May 23, 2013, and incorporated herein by reference)
31.2		Rule 13a-14(a)/15d-14(a) Certification of Ewout L. Steenbergen, Chief Financial Officer, (included as Exhibit 31.2 to Form 10-Q (File No. 001-35897), filed on May 23, 2013, and incorporated herein by reference)
32.1		Section 1350 Certification of Rodney O. Martin, Chief Executive Officer, (included as Exhibit 32.1 to Form 10-Q (File No. 001-35897), filed on May 23, 2013, and incorporated herein by reference)
32.2		Section 1350 Certification of Ewout L. Steenbergen, Chief Financial Officer, (included as Exhibit 32.2 to Form 10-Q (File No. 001-35897), filed on May 23, 2013, and incorporated herein by reference)
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[1] In accordance with Rule 406T of Regulation S-T, the interactive data files contained in Exhibit 101 to this Form 10-Q/A are furnished and shall not be deemed to be “filed” for purposes of Sections 11 and 12 of the Securities Act of 1933, as amended (the “Securities Act”), nor will they be deemed filed for purposes of Section 18 of the Securities Exchange Act, as amended (the “Exchange Act”), or otherwise subject to the liability of such sections, and shall not be part of any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

+ Filed herewith.

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



June 20, 2013	ING U.S., Inc.
(Date)	(Registrant)


	By: /s/	Ewout L. Steenbergen
		Ewout L. Steenbergen
		Executive Vice President and
		Chief Financial Officer
		(Duly Authorized Officer and Principal Financial Officer)

ING U.S., Inc.



Exhibit Index
Exhibit No.		Description of Exhibit
3.1		Amended and Restated Certificate of Incorporation of ING U.S., Inc. (included as Exhibit 3.2 to Amendment No. 4 to the Company's Registration Statement on Form S-1 (File No. 333-184847), filed on April 16, 2013, and incorporated herein by reference)
3.2		Amended and Restated By-Laws of ING U.S., Inc. (included as Exhibit 3.1 to the Company's Current Report on Form 8-K, filed on May 7, 2013, and incorporated herein by reference).
4.1		Registration Rights Agreement between ING U.S., Inc. and ING Groep N.V. dated as of May 7, 2013 (included as Exhibit 10.4 to the Company's Current Report on Form 8-K, filed on May 7, 2013, and incorporated herein by reference)
4.2		Form of Common Stock Certificate (included as Exhibit 4.2 to Amendment No. 4 to the Company's Registration Statement on Form S-1 (File No. 333-184847), filed on April 16, 2013, and incorporated herein by reference)
4.3		Warrant Agreement between ING U.S., Inc. Computershare Inc. and Computershare Trust Company, N.A. dated as of May 7, 2013 (included as Exhibit 99.1 to the Company's Current Report on Form 8-K, filed on May 7, 2013, and incorporated herein by reference)
4.4		Warrant issued to ING Groep N.V, dated May 7, 2013 (included as Exhibit 99.2 to the Company's Current Report on Form 8-K, filed on May 7, 2013, and incorporated herein by reference)
10.01		Tax Sharing Agreement by and between ING U.S., Inc. and various subsidiaries with respect to federal taxes effective as of January 1, 2013 (included as Exhibit 10.30 to Amendment No. 2 to the Company's Registration Statement on Form S-1 (File No. 333-184847), filed on March 19, 2013, and incorporated herein by reference)
10.02		Second Supplemental Indenture, dated as of February 11, 2013, among ING U.S., Inc., Lion Connecticut Holdings Inc. and U.S. Bank National Association, as trustee (included as Exhibit 10.74 to Amendment No. 2 to the Company's Registration Statement on Form S-1 (File No. 333-184847), filed on March 19, 2013, and incorporated herein by reference)
10.03		Registration Rights Agreement, dated February 11, 2013, by and among ING U.S., Inc., Lion Connecticut Holdings Inc. and Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Suntrust Robinson Humphrey, Inc. (included as Exhibit 10.75 to Amendment No. 2 to the Company's Registration Statement on Form S-1 (File No. 333-184847), filed on March 19, 2013, and incorporated herein by reference)
10.04		Shareholder Agreement between ING U.S., Inc. and ING Groep N.V. dated as of May 7, 2013 (included as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on May 7, 2013, and incorporated herein by reference)
10.05		Transitional Intellectual Property License Agreement between ING U.S., Inc. and ING Groep N.V. dated as of May 7, 2013 (included as Exhibit 10.2 to the Company's Current Report on Form 8-K, filed on May 7, 2013, and incorporated herein by reference)
10.06		Equity Administration Agreement between ING U.S., Inc. and ING Groep N.V. dated as of May 7, 2013 (included as Exhibit 10.3 to the Company's Current Report on Form 8-K, filed on May 7, 2013, and incorporated herein by reference)
10.07		ING U.S., Inc. 2013 Omnibus Employee Incentive Plan (included as Exhibit 10.79 to Amendment No. 4 to the Company's Registration Statement on Form S-1 (File No. 333-184847), filed on April 16, 2013, and incorporated herein by reference)
10.08		ING U.S., Inc. 2013 Omnibus Non-Employee Director Incentive Plan (included as Exhibit 10.80 to Amendment No. 4 to the Company's Registration Statement on Form S-1 (File No. 333-184847), filed on April 16, 2013, and incorporated herein by reference)
10.09 ⁺		Form of 2013 Converted Award Agreement under the ING U.S., Inc. 2013 Omnibus Employee Incentive Plan related to the conversion of deferred shares granted in 2013 as both a mandatory partial deferral of 2012 annual incentive awards and an annual long-term incentive award to “Identified Staff” (as defined by the European Union's Capital Requirements Directive) pursuant to the ING Group Long-Term Sustainable Performance Plan
10.10 ⁺		Form of 2013 Converted Award Agreement under the ING U.S., Inc. 2013 Omnibus Employee Incentive Plan related to the conversion of deferred shares granted in 2013 as mandatory partial deferrals of 2012 long term incentive awards to “Identified Staff” (as defined by the European Union's Capital Requirements Directive) pursuant to the ING Group Long-Term Sustainable Performance Plan
10.11 ⁺		Form of 2013 Converted Award Agreement under the ING U.S., Inc. 2013 Omnibus Employee Incentive Plan related to the conversion of deferred shares and performance shares granted in 2013 to non-“Identified Staff” (as defined by the European Union's Capital Requirements Directive) pursuant to the ING Group Long-Term Sustainable Performance Plan



Exhibit Index
10.12 ⁺		Form of 2013 Converted Award Agreement under the ING U.S., Inc. 2013 Omnibus Employee Incentive Plan related to the conversion of performance shares granted in 2013 to non-“Identified Staff” (as defined by the European Union's Capital Requirements Directive) pursuant to the ING Group Long-Term Sustainable Performance Plan
10.13 ⁺		Notice of conversion of restricted stock units granted in 2013 under the ING America Insurance Holdings, Inc. Equity Compensation Plan, as amended, into restricted stock units of ING U.S., Inc. under the 2013 Omnibus Employee Incentive Plan.
10.14		Offer Letter, dated March 28, 2013, between Ewout Steenbergen and ING U.S., Inc. (included as Exhibit 10.78 to Amendment No. 3 to the Company's Registration Statement on Form S-1 (File No. 333-184847), filed on April 5, 2013, and incorporated herein by reference
10.15		Junior Subordinated Indenture, dated as of May 16, 2013, among ING U.S., Inc., Lion Connecticut Holdings Inc. and U.S. Bank National Association, as Trustee, (included as Exhibit 10.15 to Form 10-Q (File No. 001-35897), filed on May 23, 2013, and incorporated herein by reference)
10.16		First Supplemental Indenture, dated as of May 16, 2013, among ING U.S., Inc., Lion Connecticut Holdings Inc. and U.S. Bank National Association, as Trustee, (included as Exhibit 10.16 to Form 10-Q (File No. 001-35897), filed on May 23, 2013, and incorporated herein by reference)
10.17		Registration Rights Agreement, dated May 16, 2013, by and among ING U.S., INC., Lion Connecticut Holdings Inc. and Barclays Capital Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, (included as Exhibit 10.17 to Form 10-Q (File No. 001-35897), filed on May 23, 2013, and incorporated herein by reference)
31.1		Rule 13a-14(a)/15d-14(a) Certification of Rodney O. Martin, Chief Executive Officer, (included as Exhibit 31.1 to Form 10-Q (File No. 001-35897), filed on May 23, 2013, and incorporated herein by reference)
31.2		Rule 13a-14(a)/15d-14(a) Certification of Ewout L. Steenbergen, Chief Financial Officer, (included as Exhibit 31.2 to Form 10-Q (File No. 001-35897), filed on May 23, 2013, and incorporated herein by reference)
32.1		Section 1350 Certification of Rodney O. Martin, Chief Executive Officer, (included as Exhibit 32.1 to Form 10-Q (File No. 001-35897), filed on May 23, 2013, and incorporated herein by reference)
32.2		Section 1350 Certification of Ewout L. Steenbergen, Chief Financial Officer, (included as Exhibit 32.2 to Form 10-Q (File No. 001-35897), filed on May 23, 2013, and incorporated herein by reference)
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+ Filed herewith.

Exhibit 10.09

2013 Converted Award Agreement

under the

ING U.S., Inc.

2013 Omnibus Employee Incentive Plan

Number of Deferred Shares (2012 Annual Incentive Deferral) =

Number of Deferred Shares (2013 LTI Grant) =

As a result of the initial public offering (“IPO”) of ING U.S., Inc. (“ING U.S.”), awards previously granted to you under the ING Groep N.V. (“ING Group”) Long Term Sustainable Performance Plan (“Prior Awards”) have been automatically converted into Awards (“Converted Awards”) to you pursuant to the ING U.S., Inc. 2013 Omnibus Employee Incentive Plan (the “Plan”). The Converted Awards are subject to the terms and conditions of the Plan and as set forth below in this agreement (the “Agreement”). Your personal details listed above, together with these terms and conditions, constitute your Agreement.

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.

Article 1 - General


1.1	Capitalized terms used but not defined in this Agreement shall, unless the context otherwise requires, have the same definition as in the Plan. Unless otherwise stated or the context so requires, the singular shall be construed to mean the plural, and vice versa.


1.2	The provisions of this Agreement shall govern and prevail in the event of any conflict with the Plan. Any conflicting or inconsistent term of this Agreement shall be interpreted and implemented by the Committee in a manner consistent with the Plan.


1.3	The Grantee has read the Plan, and accepts and agrees to the terms and conditions thereof.

1.4

Number of Deferred Shares . The number of Deferred Shares (2012 Annual Incentive Deferral) and Deferred Shares (2013 LTI Grant) indicated on the top of the first page of this Agreement has been determined by multiplying each Deferred Share subject to your Prior Award by a fraction, the numerator of which is the average of the closing price on The New York Stock Exchange of one ADR or BDR, as applicable, representing one ordinary share of ING Group, for each of the five trading days immediately preceding the date of the closing of the IPO and the denominator of which is the price to the public (as specified on the cover of the final IPO-related prospectus) of one share of common stock of ING U.S. in the IPO. To the extent the calculation did not result in a whole number, the figure was rounded up to avoid fractional shares.

Article 2 - Award of Converted Awards

2.1

Nature of the Converted Awards . The Converted Awards made under Article 2 of this Agreement constitute a conditional right to receive a number of shares of Common Stock equal to (a) the number of Deferred Shares (2012 Annual Incentive Deferral) and (b) the number of Deferred Shares (2013 LTI Grant), in each case, as indicated at the top of the first page of this Agreement and calculated as described in Article 1.4, and subject to Article 3.1 and Article 3.2, respectively.


2.2	Grant Date of Award . The grant date of the Converted Awards is May 7, 2013.


2.3	Consideration . No consideration is payable by the Grantee in respect of the Converted Awards.

Article 3 - Vesting and Delivery of Converted Awards

3.1

Deferred Shares (2012 Annual Incentive Deferral) . Subject to Articles 3.3 and 3.4 below, this Converted Award will vest 50% on March 27, 2015, 25% on March 27, 2016 and 25% on March 27, 2017 (each, a “Vesting Date”), provided that the Grantee is still Employed by the Company on the respective Vesting Date. Any fractional shares that would otherwise vest on a Vesting Date will vest on the final Vesting Date. In the event there are any fractional shares on the final Vesting Date, the number of Deferred Shares that vest on that final Vesting Date will be rounded up to the nearest whole share. One share of Common Stock shall be delivered to the Grantee in respect of each vested Deferred Share as soon as practicable following each of the respective Vesting Dates but in any event no later than the end of the calendar year in which any such Vesting Date occurs.

3.2

Deferred Shares (2013 LTI) . Subject to Articles 3.3 and 3.4 below, this Converted Award will Vest in three tranches, being 50% on March 27, 2015, 25% on March 27, 2016 and 25% on March 27, 2017 (each, a “Vesting Date”), provided that the Grantee is still Employed by the Company on the respective Vesting Date. Any fractional shares that would otherwise vest on a Vesting Date will vest on the final Vesting Date. In the event there are any fractional shares on the final Vesting Date, the number of Deferred Shares that vest on that final Vesting Date will be rounded up to the nearest whole share. One share of Common Stock shall be delivered to the Grantee in respect of each vested Deferred Share as soon as practicable following each of the respective Vesting Dates but in any event no later than the end of the calendar year in which any such Vesting Date occurs.


3.3	Termination of Employment - Deferred Shares .


(a)	If Grantee ceases to be Employed by the Company prior to an applicable Vesting Date by reason of:


(i)	injury or Total and Permanent Disability (evidenced to the satisfaction of the Company); or


(ii)	early retirement by agreement of the Committee; or


(iii)	by virtue of retirement on reaching his or her permitted retirement age as determined in the applicable retirement benefit program, statutory or otherwise; or


(iv)	termination of Employment by the Company due to Business Conditions (including, but not limited to, Redundancy) or a business divestiture that forms part of ING U.S.' normal course of business; or


(v)	death,

any unvested Deferred Shares shall vest and one Share of Common Stock shall be delivered to the Grantee in respect of each vested Deferred Share (x) in the event of termination by reason of clauses (a)(i), (a)(ii), (a)(iii) or (a)(iv) of this Article 3.3, as soon as practicable following the applicable Vesting Date in respect of such Deferred Shares (but in any event no later than the end of the calendar year in which such Vesting Date occurs) and (y) in the event of termination by reason of Article 3.3(a)(v), as soon as practicable following the date of death (but in any event no later than the end of the calendar year in which such date of death occurs).


(b)	In the event of a Change in Control, Section 3.6 of the Plan shall, to the extent inconsistent with anything set forth elsewhere in this Agreement, govern the treatment of Deferred Shares.


3.4	Termination of Employment - All Converted Awards .


(a)	If a Grantee is given notice of termination of Employment in circumstances involving fraud, gross negligence, willful misconduct or any activity detrimental to the Company, as determined by the Committee, then all Converted Awards (vested and not unvested) shall lapse immediately on the date the notice of termination of Employment is given to the Grantee.


(b)	Notwithstanding Article 3.3(a) or 3.4(a), the Committee in its absolute discretion may consent to vest any such Converted Award in whole or in part to the extent as it may determine and considers reasonable.


(c)	Other than as set forth in Article 3.3, any unvested Converted Awards shall expire upon termination of Employment without any consideration and the Grantee shall have no further rights thereto.

Article 4 - Claw back and Hold back

4.1 Claw Back .


(a)	Notwithstanding the terms and conditions as specified in the Plan and this Agreement, the Grantee expressly agrees that the Company shall have the right to reclaim any shares of Common Stock that have been delivered to the Grantee under the Plan in the event that he or she engages in conduct or performs acts which as the Committee determines to be:


(i)	malfeasance;


(ii)	fraud; or


(iii)	specific conduct, alone or in concert with others, which has led to the material restatement of the Company's annual accounts and/or significant (reputational) harm to the Company.

(b)

By signing this Agreement, the Grantee acknowledges that he or she understands and agrees that in the event the Committee determines that Grantee has engaged in conduct or performed acts specified in Article 4.1(a) and Grantee has sold all or a portion of his or her shares of Common Stock after vesting, the Company has the right to claim from the Grantee an amount in US dollars equal to the Fair Market Value of such shares at the time of such sale and the Grantee is obliged to repay this amount at first demand by the Company, such payment to be made no later than 30 days after the first demand.


4.2	Hold Back . The Committee has the authority to adjust the number of shares of Common Stock and/or cancel the Converted Awards in whole or in part:


(a)	in case of evidence of misbehavior or serious error by the Grantee (e.g. breach of code of conduct and other internal rules, especially concerning risks); or


(b)	in case of evidence of malfeasance or fraud by the Grantee; or


(c)	in the event the Company or the business line in which the relevant staff member works suffers a significant failure of risk management; or


(d)	in the event of significant negative changes in the economic or regulatory capital base (based on a capital test); or


(e)	if any other material new information arises that would have changed the original determination of the award if it were known at the time of award; or


(f)	specific conduct, alone or in concert with others, which has led to the material restatement of the Company's annual accounts and/or significant (reputational) harm to the Company or any of its Subsidiaries or Affiliates.

The Committee will annually assess, prior to vesting, whether and to what extent this discretionary authority needs to be applied.

Article 5 - Various

5.1

Compliance with U.S. Tax Law . Where the Grantee qualifies as a US Taxpayer, the Grantee understands and agrees that notwithstanding anything herein to the contrary, this Agreement, and the Converted Awards made hereby, shall be administered in accordance with the applicable provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), including but not limited to, Section 409A of the Code. Notwithstanding anything in the Plan to the contrary, any adjustment of any of the Converted Awards granted hereby shall be made in compliance with Section 409A of the Code. The Converted Awards granted hereby are intended to comply with Section 409A of the Code and will be administered and interpreted in accordance with that intent. In the event that the Grantee is a “specified employee” (within the meaning of the Treasury Regulations §1.409A‑1(i)) as of the date of the Grantee's “separation from service” (within the meaning of Treasury Regulations §1.409A‑1(h)) and if, as a result, any shares of Common Stock cannot be delivered, or any Converted Award cannot be paid or provided, in either case in the manner or at the time otherwise provided in Article 3, without subjecting the Grantee to “additional tax”, interest or penalties under Section 409A of the Code, then such shares shall be

delivered, or Converted Award will be paid or provided, on the first day of the seventh month following the Grantee's separation from service.

5.2

Delivery of Common Stock or Sale of Common Stock . Except as otherwise provided above and notwithstanding anything in the Plan to the contrary, in accordance with instructions provided by the Grantee, shares of Common Stock, to the extent relating to a vested Converted Award, shall be transferred to the brokerage account of the Grantee and/or sold by the Company on behalf of and for the account of the Grantee upon delivery. The Grantee should provide instructions to the Company during the designated period(s) prior to the date of vesting instructing the Company to transfer the shares to the brokerage account of the Grantee and/or to sell such shares on behalf of and for the account of the Grantee. If the Grantee fails to provide any such instructions to the Company during the designated period(s), the shares shall automatically be sold on behalf of and for the account of the Grantee.

Article 6 - Data protection

6.1

The Grantee hereby (i) consents to the processing, collection, recording, organizing, storing and adapting by the Company and the third party administrators involved in the operation and administration of the Plan, of the personal data, (including, without limitation, name, business contact information, employee number, position and information on Awards) relating to the Grantee for the sole purpose of participating in the Plan and the Agreement, including the operation and administration of the Plan, and (ii) grants such consent for the duration of the Plan.


6.2	The Grantee also consents to the transfer of his/her personal data referred to under Article 6.1 of this Agreement by the Company to third party administrators that are assigned to the operation and administration of the Plan for this Grantee specifically and that are located in the United States or elsewhere.


6.3	The Grantee also agrees that a limited set of his/her personal data (name, LSPP ID, business line) is accessible to those third party administrators that are not specifically assigned to him/her for the operation and administration of the Plan for the sole purpose of identification and other related administrative reasons (e.g. to trace Grantees that have changed position within the Company).


6.4	The Grantee's personal data related to the Plan will be held in a database file titled with his/her name and unique identification code for the duration of the Plan, taking to account any additional data retention period required by applicable law. The database will be kept by the Company on behalf of the Company.

6.5

The Grantee understands that the provision of all of his/her personal data is obligatory for the purpose of his/her participation in the Plan and agrees with the transfer of the relevant personal data to the Company entity that he/she is employed by. The Participant is aware of his/her right to access and/or correct personal data, if and when necessary, by contacting the local Human Resources representative.


6.6	The Grantee hereby agrees that, as a result of the IPO of ING U.S., ING U.S. may transfer the Grantee's personal data to a third party administrator, including one that is not an affiliated company, in order to carry out necessary administrative functions with respect to this Converted Award.

Article 7 - Governing law and Jurisdiction

7.1

Governing law and jurisdiction . This Agreement shall be governed by and shall be construed in accordance with the laws of the State of New York. The Company and the Grantee irrevocably submit, in respect of any suit, action or proceeding arising out of or relating to or concerning the Plan or the interpretation or enforcement of this Agreement, to the exclusive jurisdiction of any state or federal court located in New York, New York and to be bound by the provisions of Section 3.16 of the Plan.

7.2

Partial invalidity . Parties expressly agree that the invalidity or unenforceability of an Article or Articles of this Agreement shall not affect the validity or enforceability of any other Article of this Agreement and that the remainder of this Agreement will remain in full effect. Any such invalid or unenforceable Article shall be replaced or be deemed to be replaced by a provision that is considered to be valid and enforceable. The interpretation of the replacing Article shall be as close as possible to the intent of the invalid or unenforceable Article.

Article 8 - Grantee Covenants


8.1	In consideration of the Converted Awards granted under this Agreement, Grantee agrees to abide by the restrictive covenants set forth below. For the purposes of this Article, the definition of “Company” is expanded to include any Subsidiaries or Affiliates that do business in the United States.

(i)

Protection of confidential information . The Grantee will not, without permission of the Company, disclose any Company confidential information or trade secrets to anyone outside the Company, unless required by subpoena. Confidential information and trade secrets include, but are not limited to, customer lists, product development information, marketing and sales plans, premium or other pricing information, operating policies and manuals, and, or other confidential information related to the Company.


(ii)	Nonsolicitation of employees and agents . The Grantee will not, for 12 months following termination of Employment, directly or indirectly attempt to induce any employee, agent or agency, broker, broker-dealer, financial planner, registered principal or representative of the Company to be employed by or to perform services for any entity that competes with the Company.

(iii)

Nonsolicitation of customers . The Grantee will not, for 12 months following termination of Employment, directly or indirectly attempt to solicit the trade of any person that is a customer of the Company or which the Company has been undertaking reasonable steps to procure as a customer during the 6 months preceding termination of employment. This limitation will only apply to products or services in competition with a product or service of the Company, and to customers with whom Grantee had contact during employment.

(iv)

Agreement to Cooperate . Following the termination of Employment, the Grantee will cooperate with the Company, without additional compensation, on matters within the scope of Grantee's responsibilities during employment. The Company agrees to reimburse reasonable out-of-pocket expenses the Grantee incurs in connection with such assistance. The Company agrees it will make all reasonable efforts to minimize disruption to the Grantee's other commitments.


8.2	If any provision of Article 8.1 is determined by a court of competent jurisdiction not to be enforceable in the manner set forth above, the parties agree that they intend the provision to be enforceable to the

maximum extent possible under applicable law, and that the court should reform the provision to make it enforceable in accordance with the intent of the parties.

8.3

The Grantee acknowledges that these covenants are a material inducement for the Company to effect the Converted Awards granted under this Agreement. The Grantee further acknowledges that a violation of any term of the covenants will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, the Grantee agrees that, if the Grantee breaches any of the covenants:

(i) any Converted Award made to the Grantee pursuant to this Agreement will be rescinded;

(ii) the Grantee will not be entitled to retain any income or property derived from the Award; and


(iii)	the Company will be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) restraining the Grantee from committing any violation of the covenants contained in Article 8.1.

The remedies in this Article are cumulative and are in addition to any other rights and remedies the Company may have at law or in equity as a court or arbitrator may reasonably determine.


8.4	The Company may terminate any Converted Award if the Grantee has willfully engaged in gross misconduct that the Company determines is likely to be damaging or detrimental to the Company.


8.5	This Article 8 will be interpreted in accordance with the laws of the State of New York. Any proceedings involving Article 8 will be brought in a court of competent jurisdiction in the State of New York.

Article 9 - Definitions


9.1	“ADR” shall mean an American Depositary Receipt issued in respect of an issued and fully paid-up ordinary share in the capital of the ING Groep NV.


9.2	“BDR” shall mean a Bearer Depositary Receipt issued in respect of an issued and fully paid-up ordinary share in the capital of the ING Groep NV.


9.3	“Business Conditions” shall mean any situation, not being a Business Divestiture, in which the termination of a Grantee's employment is caused by economic or strategic considerations and is not based primarily on the Grantee's individual performance.

9.4

“Business Divestiture” shall mean the complete or partial transfer of a Subsidiary by which the Grantee is Employed to a transferee that is not a Subsidiary or a complete or partial initial public offering of a Subsidiary by which the Grantee is Employed. A partial transfer or initial public offering is only considered a Business Divestiture if such transfer or initial public offering results in ING U.S. (directly or indirectly) owning less than 50.1% of the voting stock in such transferred Subsidiary, where this Business Divestiture does not form part of ING U.S.' normal course of business as determined by the Committee.


9.5	“Deferred Share” shall mean a conditional right to receive a number of shares of Common Stock upon vesting .


9.6	“Redundancy” shall mean termination of a Grantee's Employment by the Company due to a reorganization of the Company in such circumstances as the Committee determines in its absolute discretion.


9.7	“Total and Permanent Disability” shall mean the mental or physical disability, whether occupational or non-occupational in cause, which satisfies such definition in: (i) any insurance policy or plan provided to the Grantee by the Company; or alternatively (ii) the Grantee's applicable national legislation pertaining to persons with disability.

Exhibit 10.10

2013 Converted Award Agreement

under the

ING U.S., Inc.

2013 Omnibus Employee Incentive Plan

Number of Deferred Shares (2013 LTI Grant) =

Article 1 - General


1.1	Capitalized terms used but not defined in this Agreement shall, unless the context otherwise requires, have the same definition as in the Plan. Unless otherwise stated or the context so requires, the singular shall be construed to mean the plural, and vice versa.


1.2	The provisions of this Agreement shall govern and prevail in the event of any conflict with the Plan. Any conflicting or inconsistent term of this Agreement shall be interpreted and implemented by the Committee in a manner consistent with the Plan.


1.3	The Grantee has read the Plan, and accepts and agrees to the terms and conditions thereof.

1.4

Number of Deferred Shares . The number of Deferred Shares (2013 LTI Grant) indicated on the top of the first page of this Agreement has been determined by multiplying each Deferred Share subject to your Prior Award by a fraction, the numerator of which is the average of the closing price on The New York Stock Exchange of one ADR or BDR, as applicable, representing one ordinary share of ING Group, for each of the five trading days immediately preceding the date of the closing of the IPO and the denominator of which is the price to the public (as specified on the cover of the final IPO-related prospectus) of one share of common stock of ING U.S. in the IPO. To the extent the calculation did not result in a whole number, the figure was rounded up to avoid fractional shares.

Article 2 - Award of Converted Awards


2.1	Nature of the Converted Awards . The Converted Awards made under Article 2 of this Agreement constitute a conditional right to receive a number of shares of Common Stock equal to the number

of Deferred Shares (2013 LTI Grant), as indicated at the top of the first page of this Agreement and calculated as described in Article 1.4, and subject to Article 3.1.


2.2	Grant Date of Award . The grant date of the Converted Awards is May 7, 2013.


2.3	Consideration . No consideration is payable by the Grantee in respect of the Converted Awards.

Article 3 - Vesting and Delivery of Converted Awards

3.1

Deferred Shares (2013 LTI) . Subject to Articles 3.2 and 3.3 below, this Converted Award will Vest in three tranches, being 50% on March 27, 2015, 25% on March 27, 2016 and 25% on March 27, 2017 (each, a “Vesting Date”), provided that the Grantee is still Employed by the Company on the respective Vesting Date. Any fractional shares that would otherwise vest on a Vesting Date will vest on the final Vesting Date. In the event there are any fractional shares on the final Vesting Date, the number of Deferred Shares that vest on that final Vesting Date will be rounded up to the nearest whole share. One share of Common Stock shall be delivered to the Grantee in respect of each vested Deferred Share as soon as practicable following each of the respective Vesting Dates but in any event no later than the end of the calendar year in which any such Vesting Date occurs.


3.2	Termination of Employment - Deferred Shares .


(a)	If Grantee ceases to be Employed by the Company prior to an applicable Vesting Date by reason of:


(i)	injury or Total and Permanent Disability (evidenced to the satisfaction of the Company); or


(ii)	early retirement by agreement of the Committee; or


(iii)	by virtue of retirement on reaching his or her permitted retirement age as determined in the applicable retirement benefit program, statutory or otherwise; or


(iv)	termination of Employment by the Company due to Business Conditions (including, but not limited to, Redundancy) or a business divestiture that forms part of ING U.S.' normal course of business; or

(v)

death, any unvested Deferred Shares shall vest and one Share of Common Stock shall be delivered to the Grantee in respect of each vested Deferred Share (x) in the event of termination by reason of clauses (a)(i), (a)(ii), (a)(iii) or (a)(iv) of this Article 3.2, as soon as practicable following the applicable Vesting Date in respect of such Deferred Shares (but in any event no later than the end of the calendar year in which such Vesting Date occurs) and (y) in the event of termination by reason of Article 3.2(a)(v), as soon as practicable following the date of death (but in any event no later than the end of the calendar year in which such date of death occurs).


(b)	In the event of a Change in Control, Section 3.6 of the Plan shall, to the extent inconsistent with anything set forth elsewhere in this Agreement, govern the treatment of Deferred Shares.

3.3 Termination of Employment - All Converted Awards .


(a)	If a Grantee is given notice of termination of Employment in circumstances involving fraud, gross negligence, willful misconduct or any activity detrimental to the Company, as determined by the Committee, then all Converted Awards (vested and not unvested) shall lapse immediately on the date the notice of termination of Employment is given to the Grantee.


(b)	Notwithstanding Article 3.2(a) or 3.3(a), the Committee in its absolute discretion may consent to vest any such Converted Award in whole or in part to the extent as it may determine and considers reasonable.


(c)	Other than as set forth in Article 3.2, any unvested Converted Awards shall expire upon termination of Employment without any consideration and the Grantee shall have no further rights thereto.

Article 4 - Claw back and Hold back

4.1 Claw Back .


(a)	Notwithstanding the terms and conditions as specified in the Plan and this Agreement, the Grantee expressly agrees that the Company shall have the right to reclaim any shares of Common Stock that have been delivered to the Grantee under the Plan in the event that he or she engages in conduct or performs acts which as the Committee determines to be:


(i)	malfeasance;


(ii)	fraud; or


(iii)	specific conduct, alone or in concert with others, which has led to the material restatement of the Company's annual accounts and/or significant (reputational) harm to the Company.

(b)


4.2	Hold Back . The Committee has the authority to adjust the number of shares of Common Stock and/or cancel the Converted Awards in whole or in part:


(a)	in case of evidence of misbehavior or serious error by the Grantee (e.g. breach of code of conduct and other internal rules, especially concerning risks); or


(b)	in case of evidence of malfeasance or fraud by the Grantee; or


(c)	in the event the Company or the business line in which the relevant staff member works suffers a significant failure of risk management; or


(d)	in the event of significant negative changes in the economic or regulatory capital base (based on a capital test); or


(e)	if any other material new information arises that would have changed the original determination of the award if it were known at the time of award; or


(f)	specific conduct, alone or in concert with others, which has led to the material restatement of the Company's annual accounts and/or significant (reputational) harm to the Company or any of its Subsidiaries or Affiliates.

The Committee will annually assess, prior to vesting, whether and to what extent this discretionary authority needs to be applied.

Article 5 - Various

5.1

5.2

Article 6 - Data protection


6.1	The Grantee hereby (i) consents to the processing, collection, recording, organizing, storing and adapting by the Company and the third party administrators involved in the operation and administration of the Plan, of the personal data, (including, without limitation, name, business contact information, employee number, position and information on Awards) relating to the Grantee for the

sole purpose of participating in the Plan and the Agreement, including the operation and administration of the Plan, and (ii) grants such consent for the duration of the Plan.


6.2	The Grantee also consents to the transfer of his/her personal data referred to under Article 6.1 of this Agreement by the Company to third party administrators that are assigned to the operation and administration of the Plan for this Grantee specifically and that are located in the United States or elsewhere.


6.3	The Grantee also agrees that a limited set of his/her personal data (name, LSPP ID, business line) is accessible to those third party administrators that are not specifically assigned to him/her for the operation and administration of the Plan for the sole purpose of identification and other related administrative reasons (e.g. to trace Grantees that have changed position within the Company).


6.4	The Grantee's personal data related to the Plan will be held in a database file titled with his/her name and unique identification code for the duration of the Plan, taking to account any additional data retention period required by applicable law. The database will be kept by the Company on behalf of the Company.

6.5


6.6	The Grantee hereby agrees that, as a result of the IPO of ING U.S., ING U.S. may transfer the Grantee's personal data to a third party administrator, including one that is not an affiliated company, in order to carry out necessary administrative functions with respect to this Converted Award.

Article 7 - Governing law and Jurisdiction

7.1

7.2

Article 8 - Grantee Covenants


8.1	In consideration of the Converted Awards granted under this Agreement, Grantee agrees to abide by the restrictive covenants set forth below. For the purposes of this Article, the definition of

“Company” is expanded to include any Subsidiaries or Affiliates that do business in the United States.

(i)


(ii)	Nonsolicitation of employees and agents . The Grantee will not, for 12 months following termination of Employment, directly or indirectly attempt to induce any employee, agent or agency, broker, broker-dealer, financial planner, registered principal or representative of the Company to be employed by or to perform services for any entity that competes with the Company.

(iii)

(iv)


8.2	If any provision of Article 8.1 is determined by a court of competent jurisdiction not to be enforceable in the manner set forth above, the parties agree that they intend the provision to be enforceable to the maximum extent possible under applicable law, and that the court should reform the provision to make it enforceable in accordance with the intent of the parties.

8.3

(i) any Converted Award made to the Grantee pursuant to this Agreement will be rescinded;


(ii)	the Grantee will not be entitled to retain any income or property derived from the Award; and


(iii)	the Company will be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) restraining the Grantee from committing any violation of the covenants contained in Article 8.1.

The remedies in this Article are cumulative and are in addition to any other rights and remedies the Company may have at law or in equity as a court or arbitrator may reasonably determine.


8.4	The Company may terminate any Converted Award if the Grantee has willfully engaged in gross misconduct that the Company determines is likely to be damaging or detrimental to the Company.


8.5	This Article 8 will be interpreted in accordance with the laws of the State of New York. Any proceedings involving Article 8 will be brought in a court of competent jurisdiction in the State of New York.

Article 9 - Definitions


9.1	“ADR” shall mean an American Depositary Receipt issued in respect of an issued and fully paid-up ordinary share in the capital of the ING Groep NV.


9.2	“BDR” shall mean a Bearer Depositary Receipt issued in respect of an issued and fully paid-up ordinary share in the capital of the ING Groep NV.


9.3	“Business Conditions” shall mean any situation, not being a Business Divestiture, in which the termination of a Grantee's employment is caused by economic or strategic considerations and is not based primarily on the Grantee's individual performance.

9.4


9.5	“Deferred Share” shall mean a conditional right to receive a number of shares of Common Stock upon vesting .


9.6	“Redundancy” shall mean termination of a Grantee's Employment by the Company due to a reorganization of the Company in such circumstances as the Committee determines in its absolute discretion.


9.7	“Total and Permanent Disability” shall mean the mental or physical disability, whether occupational or non-occupational in cause, which satisfies such definition in: (i) any insurance policy or plan provided to the Grantee by the Company; or alternatively (ii) the Grantee's applicable national legislation pertaining to persons with disability.

Exhibit 10.11

2013 Converted Award Agreement

under the

ING U.S., Inc.

2013 Omnibus Employee Incentive Plan

Number of Deferred Shares (2012 Annual Incentive Deferral) =

Number of Performance Shares (2013 LTI Grant) =

Article 1 - General


1.1	Capitalized terms used but not defined in this Agreement shall, unless the context otherwise requires, have the same definition as in the Plan. Unless otherwise stated or the context so requires, the singular shall be construed to mean the plural, and vice versa.


1.2	The provisions of this Agreement shall govern and prevail in the event of any conflict with the Plan. Any conflicting or inconsistent term of this Agreement shall be interpreted and implemented by the Committee in a manner consistent with the Plan.


1.3	The Grantee has read the Plan, and accepts and agrees to the terms and conditions thereof.

1.4

Number of Deferred Shares and Performance Shares . The number of Deferred Shares (2012 Annual Incentive Deferral) and Performance Shares (2013 LTI Grant) indicated on the top of the first page of this Agreement has been determined by multiplying each Deferred Share or Performance Share subject to your Prior Award by a fraction, the numerator of which is the average of the closing price on The New York Stock Exchange of one ADR or BDR, as applicable, representing one ordinary share of ING Group, for each of the five trading days immediately preceding the date of the closing of the IPO and the denominator of which is the price to the public (as specified on the cover of the final IPO-related prospectus) of one share of common stock of ING U.S. in the IPO. To the extent the calculation did not result in a whole number, the figure was rounded up to avoid fractional shares.

Article 2 - Award of Converted Awards

2.1

Nature of the Converted Awards . The Converted Awards made under Article 2 of this Agreement constitute a conditional right to receive a number of shares of Common Stock equal to (a) the number of Deferred Shares (2012 Annual Incentive Deferral) and (b) the number of Performance Shares (2013 LTI Grant), as adjusted pursuant to Article 3.2(b), in each case, as indicated at the top of the first page of this Agreement and calculated as described in Article 1.4, and subject to Article 3.1 and Article 3.2, respectively.


2.2	Grant Date of Award . The grant date of the Converted Awards is May 7, 2013.


2.3	Consideration . No consideration is payable by the Grantee in respect of the Converted Awards.

Article 3 - Vesting and Delivery of Converted Awards

3.1

Deferred Shares (2012 Annual Incentive Deferral) . Subject to Articles 3.3 and 3.5 below, this Converted Award will vest 1/3rd on March 27, 2014, 1/3rd on March 27, 2015 and 1/3rd on March 27, 2016 (each, a “Vesting Date”), provided that the Grantee is still Employed by the Company on each of the respective Vesting Dates. Any fractional shares that would otherwise vest on a Vesting Date will vest on the last Vesting Date. In the event there are any fractional shares on the final Vesting Date, the number of Deferred Shares that vest on that final Vesting Date will be rounded up to the nearest whole share. One share of Common Stock shall be delivered to the Grantee in respect of each vested Deferred Share as soon as practicable following each of the respective Vesting Dates but in any event no later than the end of the calendar year in which any such Vesting Date occurs.


3.2	Performance Shares (2013 LTI Grant) .

(a)

Subject to Articles 3.4 and 3.5 and clause (b) of this Article 3.2 below, this Converted Award will vest in three tranches, being 1/3rd on March 27, 2014, 1/3rd on March 27, 2015 and 1/3rd on March 27, 2016 (each, a “Vesting Date”), provided, that the Grantee is still employed by the Company on such Vesting Date. Any fractional shares that would otherwise vest on a Vesting Date will vest on the final Vesting Date. In the event there are any fractional shares on the final Vesting Date, the number of Performance Shares that vest on that final Vesting Date will be rounded up to the nearest whole share. One share of Common Stock shall be delivered to the Grantee in respect of each vested Performance Share as soon as practicable following each of the respective Vesting Dates but in any event no later than the end of the calendar year in which any such Vesting Date occurs.

(b)

On the Vesting Date of any Performance Shares, Grantee will be entitled to receive a number of shares of Common Stock equal to the number of Performance Shares vesting on such Vesting Date multiplied by a performance factor (a “Performance Factor”) applicable to the calendar year immediately preceding such Vesting Date. The Performance Factor for each calendar year will be determined based on the level of achievement, over the course of such year, of one or more Company-wide or business-unit specific financial, operational or other goals. Grantee understands and acknowledges that the Performance Factor may be zero if applicable minimum goals are not met, and that the Performance Factor will be subject to a cap. The applicable goals that will be used to calculate the Performance Factor for the 2013 calendar year are set forth on Annex A hereto. The applicable goals that will be used to

calculate the Performance Factor for the 2014 and 2015 calendar years will be determined by the Committee and communicated to Grantee at a later date.

3.3 Termination of Employment - Deferred Shares .


(a)	If Grantee ceases to be Employed by the Company prior to an applicable Vesting Date by reason of:


(i)	injury or Total and Permanent Disability (evidenced to the satisfaction of the Company); or


(ii)	by virtue of retirement on reaching his or her permitted retirement age as determined in the applicable retirement benefit program, statutory or otherwise; or


(iii)	termination of Employment by the Company due to Business Conditions (including, but not limited to, Redundancy) or a business divestiture that forms part of ING U.S.' normal course of business; or


(v)	death,

any unvested Deferred Shares shall vest and one Share of Common Stock shall be delivered to the Grantee in respect of each vested Deferred Share (x) in the event of termination by reason of clauses (a)(i), (a)(ii) or (a)(iii) of this Article 3.3, as soon as practicable following the applicable Vesting Date in respect of such Deferred Shares (but in any event no later than the end of the calendar year in which such Vesting Date occurs), (y) in the event of termination by reason of Article 3.3(a)(iv), as soon as practicable following the termination of Employment (but in any event no later than the end of the calendar year in which such termination of Employment occurs) and (z) in the event of termination by reason of Article 3.3(a)(v), as soon as practicable following the date of death (but in any event no later than the end of the calendar year in which such date of death occurs).


(b)	In the event of a Change in Control, Section 3.6 of the Plan shall, to the extent inconsistent with anything set forth elsewhere in this Agreement, govern the treatment of Deferred Shares.

3.4 Termination of Employment - Performance Shares .


(a)	If Grantee ceases to be Employed by the Company prior to an applicable Vesting Date by reason of:

(i)

(x) injury or Total and Permanent Disability (evidenced to the satisfaction of the Company), (y) early retirement by agreement of the Committee; or (z) by virtue of retirement on reaching his or her permitted retirement age as determined in the applicable retirement benefit program, statutory or otherwise, then a number of Performance Shares shall vest equal to the number of Performance Shares that otherwise would vest on such Vesting Date and the number of shares of Common Stock to be delivered to Grantee in respect of such Vesting Date will be determined in accordance with Article 3.2(b), which shares shall be delivered to the Grantee as soon as practicable following such Vesting Date (but in any event no later than the end of the calendar year in which such Vesting Date occurs); or

(ii)

termination of Employment by the Company due to Business Conditions (including, but not limited to, Redundancy) or a business divestiture that forms part of ING U.S.' normal course of business, then a number of Performance Shares will vest equal to equal to the number of Performance Shares that would have vested on the Vesting Date next following the termination of Employment multiplied by the Pro Rata Factor and the number of shares of Common Stock to be delivered to Grantee will be determined in accordance with Article 3.2(b) using the Performance Factor measured as of the most recent date prior to the termination of Employment (or, if no such Performance Factor has been measured at that time, the Performance Factor shall be 100%), which shares shall be delivered to the Grantee as soon as practicable following the termination of Employment (but in any event no later than the end of the calendar year in which such termination of Employment occurs), and any Performance Shares that remain unvested after application of this Article 3.4(a)(ii) shall be forfeited; or

(iii)

death, then all Performance Shares as of the date of death shall vest and the number of shares of Common Stock to be delivered to Grantee's beneficiary or estate, as the case may be, will be determined in accordance with Article 3.2(b) using the Performance Factor measured as of the most recent date prior to the date of death (or, if no such Performance Factor has been measured at that time, the Performance Factor shall be 100%), which shares shall be delivered to the Grantee's beneficiary or estate, as the case may be, as soon as practicable following the date of death (but in any event no later than the end of the calendar year in which such death occurs).


(b)	In the event of a Change in Control, Section 3.6 of the Plan shall, to the extent inconsistent with anything set forth elsewhere in this Agreement, govern the treatment of Performance Shares (2013 LTI Grant).

3.5 Termination of Employment - All Converted Awards .


(a)	If a Grantee is given notice of termination of Employment in circumstances involving fraud, gross negligence, willful misconduct or any activity detrimental to the Company, as determined by the Committee, then all Converted Awards (vested and not unvested) shall lapse immediately on the date the notice of termination of Employment is given to the Grantee.


(b)	Notwithstanding Article 3.3(a), 3.4(a) or 3.5(a), the Committee in its absolute discretion may consent to vest any such Converted Award in whole or in part to the extent as it may determine and considers reasonable.


(c)	Other than as set forth in Article 3.3 and 3.4, any unvested Converted Awards shall expire upon termination of Employment without any consideration and the Grantee shall have no further rights thereto.

Article 4 - Claw back and Hold back

4.1 Claw Back .


(a)	Notwithstanding the terms and conditions as specified in the Plan and this Agreement, the Grantee expressly agrees that the Company shall have the right to reclaim any shares of

Common Stock that have been delivered to the Grantee under the Plan in the event that he or she engages in conduct or performs acts which as the Committee determines to be:


(i)	malfeasance;


(ii)	fraud; or


(iii)	specific conduct, alone or in concert with others, which has led to the material restatement of the Company's annual accounts and/or significant (reputational) harm to the Company.

(b)


4.2	Hold Back . The Committee has the authority to adjust the number of shares of Common Stock and/or cancel the Converted Awards in whole or in part:


(a)	in case of evidence of misbehavior or serious error by the Grantee (e.g. breach of code of conduct and other internal rules, especially concerning risks); or


(b)	in case of evidence of misbehavior or serious error by the Grantee (e.g. breach of code of conduct and other internal rules, especially concerning risks); or


(c)	in the event the Company or the business line in which the relevant staff member works suffers a significant failure of risk management; or


(d)	in the event of significant negative changes in the economic or regulatory capital base (based on a capital test); or


(e)	if any other material new information arises that would have changed the original determination of the award if it were known at the time of award; or


(f)	specific conduct, alone or in concert with others, which has led to the material restatement of the Company's annual accounts and/or significant (reputational) harm to the Company or any of its Subsidiaries or Affiliates.The Committee will annually assess, prior to vesting, whether and to what extent this discretionary authority needs to be applied.

Article 5 - Various

5.1

any of the Converted Awards granted hereby shall be made in compliance with Section 409A of the Code. The Converted Awards granted hereby are intended to comply with Section 409A of the Code and will be administered and interpreted in accordance with that intent. In the event that the Grantee is a “specified employee” (within the meaning of the Treasury Regulations §1.409A‑1(i)) as of the date of the Grantee's “separation from service” (within the meaning of Treasury Regulations §1.409A‑1(h)) and if, as a result, any shares of Common Stock cannot be delivered, or any Converted Award cannot be paid or provided, in either case in the manner or at the time otherwise provided in Article 3, without subjecting the Grantee to “additional tax”, interest or penalties under Section 409A of the Code, then such shares shall be delivered, or Converted Award will be paid or provided, on the first day of the seventh month following the Grantee's separation from service.

5.2

Article 6 - Data protection

6.1


6.2	The Grantee also consents to the transfer of his/her personal data referred to under Article 6.1 of this Agreement by the Company to third party administrators that are assigned to the operation and administration of the Plan for this Grantee specifically and that are located in the United States or elsewhere.


6.3	The Grantee also agrees that a limited set of his/her personal data (name, LSPP ID, business line) is accessible to those third party administrators that are not specifically assigned to him/her for the operation and administration of the Plan for the sole purpose of identification and other related administrative reasons (e.g. to trace Grantees that have changed position within the Company).


6.4	The Grantee's personal data related to the Plan will be held in a database file titled with his/her name and unique identification code for the duration of the Plan, taking to account any additional data retention period required by applicable law. The database will be kept by the Company on behalf of the Company.


6.5	The Grantee understands that the provision of all of his/her personal data is obligatory for the purpose of his/her participation in the Plan and agrees with the transfer of the relevant personal data to the Company entity that he/she is employed by. The Participant is aware of his/her right to access and/

or correct personal data, if and when necessary, by contacting the local Human Resources representative.


6.6	The Grantee hereby agrees that, as a result of the IPO of ING U.S., ING U.S. may transfer the Grantee's personal data to a third party administrator, including one that is not an affiliated company, in order to carry out necessary administrative functions with respect to this Converted Award.

Article 7 - Governing law and Jurisdiction

7.1

7.2

Article 8 - Grantee Covenants


8.1	In consideration of the Converted Awards granted under this Agreement, Grantee agrees to abide by the restrictive covenants set forth below. For the purposes of this Article, the definition of “Company” is expanded to include any Subsidiaries or Affiliates that do business in the United States.

(i)


(ii)	Nonsolicitation of employees and agents . The Grantee will not, for 12 months following termination of Employment, directly or indirectly attempt to induce any employee, agent or agency, broker, broker-dealer, financial planner, registered principal or representative of the Company to be employed by or to perform services for any entity that competes with the Company.

(iii)

(iv)


8.2	If any provision of Article 8.1 is determined by a court of competent jurisdiction not to be enforceable in the manner set forth above, the parties agree that they intend the provision to be enforceable to the maximum extent possible under applicable law, and that the court should reform the provision to make it enforceable in accordance with the intent of the parties.

8.3

(i) any Converted Award made to the Grantee pursuant to this Agreement will be rescinded;

(ii) the Grantee will not be entitled to retain any income or property derived from the Award; and


(iii)	the Company will be entitled to an injunction, restraining order or such other equitable relief(without the requirement to post bond) restraining the Grantee from committing any violation of the covenants contained in Article 8.1.

The remedies in this Article are cumulative and are in addition to any other rights and remedies the Company may have at law or in equity as a court or arbitrator may reasonably determine.


8.4	The Company may terminate any Converted Award if the Grantee has willfully engaged in gross misconduct that the Company determines is likely to be damaging or detrimental to the Company.


8.5	This Article 8 will be interpreted in accordance with the laws of the State of New York. Any proceedings involving Article 8 will be brought in a court of competent jurisdiction in the State of New York.

Article 9 - Definitions


9.1	“ADR” shall mean an American Depositary Receipt issued in respect of an issued and fully paid-up ordinary share in the capital of the ING Groep NV.


9.2	“BDR” shall mean a Bearer Depositary Receipt issued in respect of an issued and fully paid-up ordinary share in the capital of the ING Groep NV.


9.3	“Business Conditions” shall mean any situation, not being a Business Divestiture, in which the termination of a Grantee's employment is caused by economic or strategic considerations and is not based primarily on the Grantee's individual performance.

9.4


9.5	“Deferred Share” shall mean a conditional right to receive a number of shares of Common Stock upon vesting .


9.6	“Performance Period” shall mean the period in which the Performance Target should be attained and which shall be specified in the Award Agreement.


9.7	“Performance Share” shall mean a right to receive shares of Common Stock upon vesting which right is conditional subject to the attainment of any Performance Target imposed.


9.8	“Pro Rata Factor” shall mean the factor that is calculated by dividing the period of Employment during the Performance Period in terms of months by the total Performance Period, also in terms of months, rounded up to the nearest whole number.


9.9	“Performance Target” shall mean the target or targets, set at the time the Award is granted, that should be attained in order to determine the number of shares of Common Stock to be delivered subject to the vesting of the Awards as defined in the Award Agreement.


9.10	“Redundancy” shall mean termination of a Grantee's Employment by the Company due to a reorganization of the Company in such circumstances as the Committee determines in its absolute discretion.


9.11	“Total and Permanent Disability” shall mean the mental or physical disability, whether occupational or non-occupational in cause, which satisfies such definition in: (i) any insurance policy or plan provided to the Grantee by the Company; or alternatively (ii) the Grantee's applicable national legislation pertaining to persons with disability.

ANNEX A

2013 Performance Goals

The following Performance Factors will apply to the 2013 calendar year, based on the level of distributable earnings (as determined in the reasonable judgment of the Committee) achieved for the year:



Amount of Distributable Earnings	Performance Factor
Less than $400 million	—%
$400 million to $450 million	50%
$451 million to $500 million	75%
$501 million to $550 million	100%
$551 million to $600 million	125%
$601 million or more	150%

Exhibit 10.12

2013 Converted Award Agreement

under the

ING U.S., Inc.

2013 Omnibus Employee Incentive Plan

Number of Performance Shares (2013 LTI Grant) =

Article 1 - General


1.1	Capitalized terms used but not defined in this Agreement shall, unless the context otherwise requires, have the same definition as in the Plan. Unless otherwise stated or the context so requires, the singular shall be construed to mean the plural, and vice versa.


1.2	The provisions of this Agreement shall govern and prevail in the event of any conflict with the Plan. Any conflicting or inconsistent term of this Agreement shall be interpreted and implemented by the Committee in a manner consistent with the Plan.


1.3	The Grantee has read the Plan, and accepts and agrees to the terms and conditions thereof.

1.4

Number of Performance Shares . The number of Performance Shares (2013 LTI Grant) indicated on the top of the first page of this Agreement has been determined by multiplying each Performance Share subject to your Prior Award by a fraction, the numerator of which is the average of the closing price on The New York Stock Exchange of one ADR or BDR, as applicable, representing one ordinary share of ING Group, for each of the five trading days immediately preceding the date of the closing of the IPO and the denominator of which is the price to the public (as specified on the cover of the final IPO-related prospectus) of one share of common stock of ING U.S. in the IPO. To the extent the calculation did not result in a whole number, the figure was rounded up to avoid fractional shares.

Article 2 - Award of Converted Awards

2.1

Nature of the Converted Awards . The Converted Awards made under Article 2 of this Agreement constitute a conditional right to receive a number of shares of Common Stock equal to the number of Performance Shares (2013 LTI Grant), as adjusted pursuant to Article 3.1(b), as indicated at the top of the first page of this Agreement and calculated as described in Article 1.4, and subject to Article 3.1.

2.2 Grant Date of Award . The grant date of the Converted Awards is May 7, 2013.

2.3 Consideration . No consideration is payable by the Grantee in respect of the Converted Awards.

Article 3 - Vesting and Delivery of Converted Awards

3.1

Performance Shares (2013 LTI Grant) . (a) Subject to Articles 3.2 and 3.3 and clause (b) of this Article 3.1 below, this Converted Award will vest in three tranches, being 1/3rd on March 27, 2014, 1/3rd on March 27, 2015 and 1/3rd on March 27, 2016 (each, a “Vesting Date”), provided, that the Grantee is still employed by the Company on such Vesting Date. Any fractional shares that would otherwise vest on a Vesting Date will vest on the final Vesting Date. In the event there are any fractional shares on the final Vesting Date, the number of Performance Shares that vest on that final Vesting Date will be rounded up to the nearest whole share. One share of Common Stock shall be delivered to the Grantee in respect of each vested Performance Share as soon as practicable following each of the respective Vesting Dates but in any event no later than the end of the calendar year in which any such Vesting Date occurs.

(b) On the Vesting Date of any Performance Shares, Grantee will be entitled to receive a number of shares of Common Stock equal to the number of Performance Shares vesting on such Vesting Date multiplied by a performance factor (a “Performance Factor”) applicable to the calendar year immediately preceding such Vesting Date. The Performance Factor for each calendar year will be determined based on the level of achievement, over the course of such year, of one or more Company-wide or business-unit specific financial, operational or other goals. Grantee understands and acknowledges that the Performance Factor may be zero if applicable minimum goals are not met, and that the Performance Factor will be subject to a cap. The applicable goals that will be used to calculate the Performance Factor for the 2013 calendar year are set forth on Annex A hereto. The applicable goals that will be used to calculate the Performance Factor for the 2014 and 2015 calendar years will be determined by the Committee and communicated to Grantee at a later date.

3.2 Termination of Employment - Performance Shares .

(a) If Grantee ceases to be Employed by the Company prior to an applicable Vesting Date by reason of:

(i)

(x) injury or Total and Permanent Disability (evidenced to the satisfaction of the Company), (y) early retirement by agreement of the Committee; or (z) by virtue of retirement on reaching his or her permitted retirement age as determined in the applicable retirement benefit program, statutory or otherwise, then a number of Performance Shares shall vest equal to the number of Performance Shares that otherwise would vest on such Vesting Date and the number of shares of Common Stock to be delivered to Grantee in respect of such Vesting Date will be determined in accordance with Article 3.1(b), which shares shall be delivered to the Grantee as soon as practicable following such Vesting Date (but in any event no later than the end of the calendar year in which such Vesting Date occurs); or

(ii)

termination of Employment by the Company due to Business Conditions (including, but not limited to, Redundancy) or a business divestiture that forms part of ING U.S.' normal course of business, then a number of Performance Shares will vest equal to equal to the number of Performance Shares that would have vested on the Vesting Date next following the termination of Employment multiplied by the Pro Rata Factor and the number of shares of Common Stock to be delivered to Grantee will be determined in accordance with Article 3.1(b) using the Performance Factor measured as of the most recent date prior to the termination of Employment (or, if no such Performance Factor has been measured at that time, the Performance Factor shall be 100%), which shares shall be delivered to the Grantee as soon as practicable following the termination of Employment (but in any event no later than the end of the calendar year in which such termination of Employment occurs), and any Performance Shares that remain unvested after application of this Article 3.2(a)(ii) shall be forfeited; or

(iii)

death, then all Performance Shares as of the date of death shall vest and the number of shares of Common Stock to be delivered to Grantee's beneficiary or estate, as the case may be, will be determined in accordance with Article 3.1(b) using the Performance Factor measured as of the most recent date prior to the date of death (or, if no such Performance Factor has been measured at that time, the Performance Factor shall be 100%), which shares shall be delivered to the Grantee's beneficiary or estate, as the case may be, as soon as practicable following the date of death (but in any event no later than the end of the calendar year in which such death occurs).


(b)	In the event of a Change in Control, Section 3.6 of the Plan shall, to the extent inconsistent with anything set forth elsewhere in this Agreement, govern the treatment of Performance Shares (2013 LTI Grant).

3.3 Termination of Employment - All Converted Awards .


(a)	If a Grantee is given notice of termination of Employment in circumstances involving fraud, gross negligence, willful misconduct or any activity detrimental to the Company, as determined by the Committee, then all Converted Awards (vested and not unvested) shall lapse immediately on the date the notice of termination of Employment is given to the Grantee.


(b)	Notwithstanding Article 3.2(a) or 3.3(a), the Committee in its absolute discretion may consent to vest any such Converted Award in whole or in part to the extent as it may determine and considers reasonable.


(c)	Other than as set forth in Article 3.2, any unvested Converted Awards shall expire upon termination of Employment without any consideration and the Grantee shall have no further rights thereto.

Article 4 - Claw back and Hold back

4.1 Claw Back .


(a)	Notwithstanding the terms and conditions as specified in the Plan and this Agreement, the Grantee expressly agrees that the Company shall have the right to reclaim any shares of

Common Stock that have been delivered to the Grantee under the Plan in the event that he or she engages in conduct or performs acts which as the Committee determines to be:


(i)	malfeasance;


(ii)	fraud; or


(iii)	specific conduct, alone or in concert with others, which has led to the material restatement of the Company's annual accounts and/or significant (reputational) harm to the Company.

(b)


4.2	Hold Back . The Committee has the authority to adjust the number of shares of Common Stock and/or cancel the Converted Awards in whole or in part:


(a)	in case of evidence of misbehavior or serious error by the Grantee (e.g. breach of code of conduct and other internal rules, especially concerning risks); or


(b)	in case of evidence of malfeasance or fraud by the Grantee; or


(c)	in the event the Company or the business line in which the relevant staff member works suffers a significant failure of risk management; or


(d)	in the event of significant negative changes in the economic or regulatory capital base (based on a capital test); or


(e)	if any other material new information arises that would have changed the original determination of the award if it were known at the time of award; or


(f)	specific conduct, alone or in concert with others, which has led to the material restatement of the Company's annual accounts and/or significant (reputational) harm to the Company or any of its Subsidiaries or Affiliates.

The Committee will annually assess, prior to vesting, whether and to what extent this discretionary authority needs to be applied.

Article 5 - Various

5.1

5.2

Article 6 - Data protection

6.1


6.2	The Grantee also consents to the transfer of his/her personal data referred to under Article 6.1 of this Agreement by the Company to third party administrators that are assigned to the operation and administration of the Plan for this Grantee specifically and that are located in the United States or elsewhere.


6.3	The Grantee also agrees that a limited set of his/her personal data (name, LSPP ID, business line) is accessible to those third party administrators that are not specifically assigned to him/her for the operation and administration of the Plan for the sole purpose of identification and other related administrative reasons (e.g. to trace Grantees that have changed position within the Company).


6.4	The Grantee's personal data related to the Plan will be held in a database file titled with his/her name and unique identification code for the duration of the Plan, taking to account any additional data retention period required by applicable law. The database will be kept by the Company on behalf of the Company.


6.5	The Grantee understands that the provision of all of his/her personal data is obligatory for the purpose of his/her participation in the Plan and agrees with the transfer of the relevant personal data to the Company entity that he/she is employed by. The Participant is aware of his/her right to access and/

or correct personal data, if and when necessary, by contacting the local Human Resources representative.


6.6	The Grantee hereby agrees that, as a result of the IPO of ING U.S., ING U.S. may transfer the Grantee's personal data to a third party administrator, including one that is not an affiliated company, in order to carry out necessary administrative functions with respect to this Converted Award.

Article 7 - Governing law and Jurisdiction

7.1

7.2

Article 8 - Grantee Covenants


8.1	In consideration of the Converted Awards granted under this Agreement, Grantee agrees to abide by the restrictive covenants set forth below. For the purposes of this Article, the definition of “Company” is expanded to include any Subsidiaries or Affiliates that do business in the United States.

(i)


(ii)	Nonsolicitation of employees and agents . The Grantee will not, for 12 months following termination of Employment, directly or indirectly attempt to induce any employee, agent or agency, broker, broker-dealer, financial planner, registered principal or representative of the Company to be employed by or to perform services for any entity that competes with the Company.

(iii)

(iv)


8.2	If any provision of Article 8.1 is determined by a court of competent jurisdiction not to be enforceable in the manner set forth above, the parties agree that they intend the provision to be enforceable to the maximum extent possible under applicable law, and that the court should reform the provision to make it enforceable in accordance with the intent of the parties.

8.3

(i) any Converted Award made to the Grantee pursuant to this Agreement will be rescinded;

(ii) the Grantee will not be entitled to retain any income or property derived from the Award; and


(iii)	the Company will be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) restraining the Grantee from committing any violation of the covenants contained in Article 8.1.

The remedies in this Article are cumulative and are in addition to any other rights and remedies the Company may have at law or in equity as a court or arbitrator may reasonably determine.


8.4	The Company may terminate any Converted Award if the Grantee has willfully engaged in gross misconduct that the Company determines is likely to be damaging or detrimental to the Company.


8.5	This Article 8 will be interpreted in accordance with the laws of the State of New York. Any proceedings involving Article 8 will be brought in a court of competent jurisdiction in the State of New York.

Article 9 - Definitions


9.1	“ADR” shall mean an American Depositary Receipt issued in respect of an issued and fully paid-up ordinary share in the capital of the ING Groep NV.


9.2	“BDR” shall mean a Bearer Depositary Receipt issued in respect of an issued and fully paid-up ordinary share in the capital of the ING Groep NV.


9.3	“Business Conditions” shall mean any situation, not being a Business Divestiture, in which the termination of a Grantee's employment is caused by economic or strategic considerations and is not based primarily on the Grantee's individual performance.


9.4	“Business Divestiture” shall mean the complete or partial transfer of a Subsidiary by which the Grantee is Employed to a transferee that is not a Subsidiary or a complete or partial initial public offering of

a Subsidiary by which the Grantee is Employed. A partial transfer or initial public offering is only considered a Business Divestiture if such transfer or initial public offering results in ING U.S. (directly or indirectly) owning less than 50.1% of the voting stock in such transferred Subsidiary, where this Business Divestiture does not form part of ING U.S.' normal course of business as determined by the Committee.


9.5	“Performance Period” shall mean the period in which the Performance Target should be attained and which shall be specified in the Award Agreement.


9.6	“Performance Share” shall mean a right to receive shares of Common Stock upon vesting which right is conditional subject to the attainment of any Performance Target imposed.


9.7	“Pro Rata Factor” shall mean the factor that is calculated by dividing the period of Employment during the Performance Period in terms of months by the total Performance Period, also in terms of months, rounded up to the nearest whole number.


9.8	“Performance Target” shall mean the target or targets, set at the time the Award is granted, that should be attained in order to determine the number of shares of Common Stock to be delivered subject to the vesting of the Awards as defined in the Award Agreement.


9.9	“Redundancy” shall mean termination of a Grantee's Employment by the Company due to a reorganization of the Company in such circumstances as the Committee determines in its absolute discretion.


9.10	“Total and Permanent Disability” shall mean the mental or physical disability, whether occupational or non-occupational in cause, which satisfies such definition in: (i) any insurance policy or plan provided to the Grantee by the Company; or alternatively (ii) the Grantee's applicable national legislation pertaining to persons with disability.

ANNEX A

2013 Performance Goals

The following Performance Factors will apply to the 2013 calendar year, based on the level of distributable earnings (as determined in the reasonable judgment of the Committee) achieved for the year:



Amount of Distributable Earnings	Performance Factor
Less than $400 million	—%
$400 million to $450 million	50%
$451 million to $500 million	75%
$501 million to $550 million	100%
$551 million to $600 million	125%
$601 million or more	150%

Exhibit 10.13

ING U.S., Inc.

2013 Omnibus Employee Incentive Plan

As a result of the initial public offering (“IPO”) of ING U.S., Inc. (“ING U.S.”), the 2013 award of Restricted ADS Units previously granted to you under the ING America Insurance Holdings, Inc. Equity Compensation Plan, as amended and restated effective January 1, 2008 (“Prior Award”), has been automatically converted into an Award (“Converted Award”) granted to you pursuant to the ING U.S., Inc. 2013 Omnibus Employee Incentive Plan (the “Plan”). This agreement (the “Agreement”) evidences the terms of the Converted Award granted to EMPLOYEE NAME (“Grantee”) on [ ] , 2013 (“Date of Award”). In accordance with the terms and conditions of the award agreement previously entered into with the Grantee governing the Prior Award, this Agreement will govern the terms and conditions of the Converted Award from and after the time of the IPO. The Grantee's acceptance of the Prior Award constituted your irrevocable consent to the terms and conditions set forth herein.

1. Restricted Stock Units Awarded

The Grantee is hereby awarded [ # of shares ] Restricted Stock Units. Each Restricted Stock Unit represents the unfunded, unsecured contractual right to receive one share of Common Stock of ING U.S., subject to and in accordance with the terms and conditions of this Agreement and the Plan. The number of Restricted Stock Units awarded hereby has been determined by multiplying each Restricted ADS Unit subject to your Prior Award by a fraction, the numerator of which is the average of the closing price of the New York Stock Exchange of one American Depositary Share of ING Groep N.V. for each of the five trading days immediately preceding the date of the closing of the IPO and the denominator of which is the price to the public (as specified on the cover of the final IPO-related prospectus) of one share of Common Stock of ING U.S. in the IPO. To the extent the calculation did not result in a whole number, the figure was rounded up to avoid fractional shares

2. Delivery of Common Shares

Upon vesting pursuant to Paragraph 3 or Paragraph 4, as applicable, the Grantee will be entitled to receive shares of Common Stock as soon as administratively practicable after the date on which the Grantee becomes vested in his or her Restricted Stock Units, but in no event later than 2-1/2 months after vesting. Notwithstanding anything herein to the contrary, ING U.S. reserves the right to permit the Grantee to elect to receive payment of all or a portion of the value of the Common Stock in cash based on the Fair Market Value of the shares of Common Stock on the date they vest. The term “Fair Market Value” for purposes of this Agreement shall be the average of the highest and lowest prices of a share of Common Stock as quoted

on the New York Stock Exchange, on the vesting date. Should the market be closed on a vesting date, the “Fair Market Value” shall be the average of the highest and lowest prices of a share of Common Stock as quoted on the New York Stock Exchange, on the last trading day prior to the vesting date. In the event of a block trade, the average price received will be the Fair Market Value for purposes of this Agreement.

3. Vesting

Subject to Paragraph 4, the Grantee will become vested in all of the Restricted Stock Units granted hereby on January 1, 2016 (the “Vesting Date”).

4. Special Rules Regarding Delivery of Common Stock

(a) To be entitled to delivery of shares of Common Stock pursuant to this Agreement, the Grantee must be actively Employed by ING U.S. or any Affiliate of ING U.S. (together, the “Company”) on the Vesting Date set forth in Paragraph 3 above. Notwithstanding the foregoing, however, with respect to the Restricted Stock Units awarded under this Agreement, the Grantee, or in the event of the Grantee's death, the Grantee's designated beneficiary, (i) shall be fully vested upon termination of Employment as a result of death, Disability or Retirement, or (ii) be partially vested upon an involuntary termination other than for “cause” (other than in the case of Retirement), or (iii) shall be vested in accordance with Section 3.6 of the Plan, to the extent applicable, in the event of a Change in Control, or (v) have no vested status ( i.e., forfeiture of all rights to all Restricted Stock Units) upon a termination for “cause”, and (vi) shall forfeit all unvested rights to all Restricted Stock Units upon any voluntary termination.

(b) For purposes of this Agreement:

(i) "Cause" means the Grantee's (A) material breach of any employment agreement he has entered into with the Company, (B) aiding and abetting a competitor of the Company, (C) misappropriation (or attempted misappropriation) of funds or property of the Company, embezzlement, fraudulent misrepresentation or disclosure of confidential information or trade secrets, (D) gross negligence or willful misconduct in the discharge of the Grantee's duties and responsibilities to the Company, (E) commission of any criminal act involving his duties and responsibilities for the Company, (F) willful failure or refusal to perform his job duties associated with his position after having been notified in writing by the Company of such failure or refusal and failing to correct the failure or refusal in the manner described in the written notification within 30 days, (G) failure to abide by the material policies of the Company, including but not limited to, any Company code of conduct, or (H) a similar act or failure to act that causes injury to the Company, as determined by the Company in its sole discretion.

(ii) “Partially vested right” means a right to receive a percentage of the awarded Restricted Stock Units determined by dividing the number of whole calendar months from the month immediately

following the Date of the Award until the month immediately prior to the date of the event by 36 and rounded up to the next whole number.

(iii) No rights under this Agreement may be transferred except by will or the laws of descent and distribution. The rights under this Agreement may be exercised during the lifetime of the Grantee only by the Grantee. Notwithstanding the foregoing, at the time a distribution is made under this Agreement, the Company may withhold any amounts due and owing to the Company at the time payment is otherwise required to be made hereunder to satisfy, in whole or in part, the amount due and owing to the Company.

5. Adjustments to Common Stock

In the event of any event described in Section 1.6.3 of the Plan, the Committee will adjust the number and kind of Common Stock that may be delivered in connection with Restricted Stock Units awarded pursuant to this Agreement as set forth in Section 1.6.3 of the Plan.

6. Taxes and Withholdings

Any distribution made pursuant to this Agreement shall be properly and timely reported for Federal, state, local and/or foreign income taxes and be subject to all applicable income tax and other withholdings. The Company is authorized to withhold from any Restricted Stock Units awarded or any payment relating to a Restricted Stock Units any amounts of withholding, other taxes, or any other standard deductions from compensation payable in connection with any transaction involving a Restricted Stock Unit. In addition, the Company is authorized to take any other action, including withholding from any payroll or other payment made by the Company to the Grantee, as it may deem advisable to satisfy obligations for the payment of withholding taxes and any other obligations relating to any Restricted Stock Units.

7. Miscellaneous

(a) Nothing in the Plan or in any Award granted under the Plan will confer upon any Grantee the right to continue as an employee of the Company or affect the right of the Company to terminate the Grantee's Employment at any time.

(b) Any determination by any court of competent jurisdiction of the invalidity of any provision of this Agreement that is not essential to accomplishing the purposes of this Agreement will not affect the validity of any other provision of this Agreement, which will remain in full force and effect and which will be construed so as to be valid under applicable law.

(c) The failure of any person at any time to require performance of any provision of this Agreement will in no manner affect the right of such person or any other person to enforce the same. No waiver by any person of any provision (or of a breach of any provision) of this Agreement, whether by conduct or otherwise, in any one or more instances will be (or will be deemed or construed) either as a further or continuing waiver

of any such provision or breach or as a waiver of any other provision (or of a breach of any other provision) of this Agreement.

(d) This Agreement is governed by, and will be construed and enforced in accordance with, the laws of the State of New York, without regard to principles of conflict of laws.

(e) This Agreement together with the Plan will constitute the entire agreement with respect to the Restricted Stock Units awarded under Paragraph 1 between the Company and the Grantee with respect to the Plan.

(f) The Grantee acknowledges that the Company reserves the right to amend, modify or terminate the Plan at any time and no consent is required with respect to such amendment, modification or termination; provided, however, that no amendment, modification or termination will adversely affect the Grantee's rights under this Award without his or her written consent.

(g) In the event the Company, in its sole discretion, determines that the Grantee's tax and/or withholding obligations will not be satisfied under the methods described in Paragraph 6 of this Agreement, the Grantee hereby authorize the Company or the Company's Stock Plan Administrator, currently UBS Financial Services Inc., to sell a number of shares of Common Stock that are issued to the Grantee this Agreement which the Company determines as having at least the market value sufficient to meet the tax and/or withholding obligations plus additional shares to account for rounding and market fluctuations. Such amount shall be paid over to the Company by the Stock Plan Administrator as soon as administratively practicable after receipt by the Stock Plan Administrator.

(h) The shares of Common Stock granted under this Agreement may be sold as part of a block trade with other Grantees, in which case, all Grantees in the block trade will receive an average price for their shares.

(i) In the event that at the time distribution of Common Shares is required to be made, the Company or the Grantee is subject to trading prohibitions either imposed by applicable securities laws, a trading policy established by the Company or otherwise (referred to as a “Blackout Period”), then distribution shall be made as soon as practicable after the Blackout Period ends. The price of the Common Shares shall be determined as if there had been no Blackout Period. Notwithstanding the foregoing, if the Company determines to permit the Grantee to elect to receive part or all of his or her vested Award in cash, it shall solicit his election prior to the imposition of a Blackout Period, with such election being irrevocable at the time received by the Company. The Company will implement this election during the Blackout Period, unless prohibited by applicable securities law. If a transaction to sell Common Stock is completed during the Blackout Period, distribution of the cash proceeds, less applicable taxes and deductions, will be made as soon as administratively practicable after the effective date of the transaction. The Fair Market Value of the Common Stock will be

determined as of the date of sale.

(j) Capitalized terms used but not defined in this Agreement in Paragraph 9 or elsewhere shall have the meanings given to them in the Plan.

8. Grantee Covenants

(a) As consideration for the award of Restricted Stock Units made pursuant to this Agreement, without prior written consent of the Company:

(i) Grantee will not (except to the extent required by an order of a court having competent jurisdiction or under subpoena from an appropriate government agency) disclose to any third person, whether during or subsequent to Grantee's Employment, any trade secrets, including but not limited to customer lists, product development and related information, marketing plans and related information, sales plans and related information, premium or other pricing information, operating policies and manuals, research, methodologies, contractual forms, business plans, financial records, or other financial, commercial, business or technical information related to the Company unless such information has been previously disclosed to the public by the Company or has become public knowledge other than by a breach of this Agreement, provided, however , that this limitation shall not apply to any such disclosure made while Grantee is Employed by the Company if such disclosure occurred in connection with the performance of Grantee's job as an employee of the Company;

(ii) Grantee will not, during and for a period of 12 months following Grantee's termination of Employment, directly or indirectly induce or attempt to induce any employee or Insurance Agent of the Company to be employed by or to perform services for any entity that competes with the Company or any subsidiary or affiliate;

(iii) Grantee will not, during and for a period of 12 months following Grantee's termination of Employment, directly or indirectly, induce or attempt to induce any agent or agency, broker, broker-dealer, financial planner, registered principal or representative, supplier or service provider of the Company to cease providing services to the Company;

(iv) Grantee will not, during and for a period of 12 months after Grantee's termination of Employment, directly or indirectly, solicit or attempt to solicit the trade of any individual or entity which, at the time of such solicitation or attempted solicitation, is a customer of the Company, or which the Company is undertaking reasonable steps to procure as a customer at the time of or immediately preceding termination of Employment; provided, however , that this limitation shall only apply to any product or service which is in competition with a product or service of the Company and to those customers or prospective customers with whom Grantee had contact during Grantee's Employment; and

(v) Following the termination of Grantee's Employment, Grantee shall provide assistance to and shall cooperate with the Company, upon its reasonable request and without additional compensation, with respect to matters within the scope of Grantee's duties and responsibilities during Employment, provided that any reasonable out-of-pocket expenses Grantee incurs in connection with any assistance Grantee has been requested to provide under this provision for items including, but not limited to, transportation, meals, lodging and telephone, shall be reimbursed by the Company. ING U.S. agrees and acknowledges that it shall, to the maximum extent possible under the then prevailing circumstances, coordinate, or cause a Subsidiary or Affiliate to coordinate, any such request with Grantee's other commitments and responsibilities to minimize the degree to which such request interferes with such commitments and responsibilities.

The term "Insurance Agent" shall mean those insurance agents or agencies representing the Company that are exclusive or career agents or agencies of the Company or any insurance agents or agencies which derive 50% or more of their business revenue from the Company (calculated on an aggregate basis for the 12 month period prior to the date Grantee terminates Employment or such other similar period for which such information is more readily available).

(b) If any provision of Paragraph 8(a) is determined by a court of competent jurisdiction not to be enforceable in the manner set forth herein, the Company and Grantee agree that it is the intention of the parties that such provision should be enforceable to the maximum extent possible under applicable law and that such court shall reform such provision to make it enforceable in accordance with the intent of the parties.

(c) Grantee acknowledges that a material part of the inducement for the Company to award the Restricted Stock Units evidenced by this Agreement is Grantee's covenants set forth in Paragraph 8(a) and that the covenants and obligations of Grantee with respect to nondisclosure, nonsolicitation and cooperation relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants and obligations will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, Grantee agrees that, if Grantee shall breach any of those covenants or obligations, any Restricted Stock Units awarded (or shares of Common Stock delivered) to the Grantee pursuant to this Agreement shall be rescinded and Grantee shall not be entitled to retain any income derived therefrom and the Company shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) restraining Grantee from committing any violation of the covenants and obligations contained in Paragraph 8(a). The remedies in the preceding sentence are cumulative and are in addition to any other rights and remedies the Company may have at law or in equity as a court or arbitrator shall reasonably determine.

(d) The Company may terminate any Restricted Stock Units awarded pursuant to this Agreement if Grantee has willfully engaged in gross misconduct which the Company determines is likely to be damaging or detrimental to the Company.

9. Compliance with U.S. Tax Law

Where the Grantee qualifies as a US taxpayer, the Grantee understands and agrees that notwithstanding anything herein to the contrary, this Agreement, and the Converted Awards made hereby, shall be administered in accordance with the applicable provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), including but not limited to, Section 409A of the Code. Notwithstanding anything in the Plan to the contrary, any adjustment of any of the Converted Awards granted hereby shall be made in compliance with Section 409A of the Code. The Converted Awards granted hereby are intended to either be exempt from or comply with Section 409A of the Code and will be administered and interpreted in accordance with that intent. In the event that the Grantee is a “specified employee” (within the meaning of the Treasury Regulations §1.409A‑1(i)) as of the date of the Grantee's “separation from service” (within the meaning of Treasury Regulations §1.409A‑1(h)) and if, as a result, any shares of Common Stock cannot be delivered, or any Converted Award cannot be paid or provided, in either case in the manner otherwise provided without subjecting the Grantee to “additional tax”, interest or penalties under Section 409A of the Code, then such shares shall be delivered, or Converted Award will be paid or provided, on the first day of the seventh month following the Grantee's separation from service.

10. Defined Terms

(a) “Disability” shall mean total and permanent as defined under the Grantee's employer's Long-Term Disability Plan, regardless of whether the Grantee actually participates in that plan, or if the employer has not such long-term disability plan, as determined by ING U.S. in its sole discretion.

(b) “Retirement” shall mean termination of Employment on or after attaining age 55 and completion of at least 5 years of service. For these purposes, years of service shall have the same meaning as in the ING Americas Retirement Plan, as in effect from time to time.