Voya Financial, Inc. Contracts & Agreements

Underwriting Agreement, dated September 13, 2024, among Voya Financial, Inc., Voya Holdings Inc. and BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and... (Filed With SEC on September 20, 2024)

Eighth Supplemental Indenture, dated as of September 20, 2024, among Voya Financial, Inc., Voya Holdings Inc. and U.S. Bank Trust Company, National Association, as trustee (Filed With SEC on September 20, 2024)

Voya Financial, Inc. 2024 Omnibus Incentive Plan (Filed With SEC on August 1, 2024)

Form of 2024 Executive Officer Award Agreement pursuant to the Voya Financial 2019 Omnibus Employee Incentive Plan (Filed With SEC on May 6, 2024)

Form of 2024 Award Agreement pursuant to the Voya Financial 2019 Omnibus Employee Incentive Plan (Filed With SEC on May 6, 2024)

Form of 2024 Chairman Award Agreement pursuant to the Voya Financial 2019 Omnibus Employee Incentive Plan (Filed With SEC on May 6, 2024)

Separation Agreement between Voya Investment Management and Christine Hurtsellers, dated January 9, 2024 (Filed With SEC on February 23, 2024)

Put Option Agreement, dated as of March 17, 2015 among Voya Financial, Inc., Voya Holdings Inc., Peachtree Corners Funding Trust, U.S. Bank National Association (as predecessor to... (Filed With SEC on May 4, 2023)

Fourth Supplemental Indenture, dated as of March 17, 2015, among Voya Financial, Inc., Voya Holdings Inc. and U.S. Bank National Association (the predecessor to U.S. Bank Trust... (Filed With SEC on May 4, 2023)

Form of Executive Chairman 2023 Award Agreement under the Voya Financial, Inc. 2019 Omnibus Employee Incentive Plan (Filed With SEC on May 4, 2023)

Form of Executive Officer 2023 Award Agreement under the Voya Financial, Inc. 2019 Omnibus Employee Incentive Plan (Filed With SEC on May 4, 2023)

Offer Letter to Heather Lavallee, dated December 21, 2022 (Filed With SEC on February 24, 2023)

Amended and Restated Employment Agreement of Rodney O. Martin, Jr. dated as of July 6, 2022 (Filed With SEC on February 24, 2023)

Amendment No. 3 to Warrant Agreement, dated as of February 22, 2023, among Voya Financial, Inc., Computershare Inc. and Computershare Trust Company, N.A (Filed With SEC on February 24, 2023)

Amended and Restated (Filed With SEC on December 19, 2022)

Agreement and Plan of Merger entered into by and among Benefitfocus, Inc., Voya Financial, Inc. and Origami Squirrel Acquisition Corp dated as of November 1, 2022 (Filed With SEC on November 4, 2022)

Agreement and Plan of Merger entered into by and among Benefitfocus, Inc., Voya Financial, Inc. and Origami Squirrel Acquisition Corp dated as of November 1, 2022 (Filed With SEC on November 2, 2022)

Reinsurance Agreement, effective as of July 1, 2018, between Security Life of Denver International Limited and Hannover Life Reassurance Company of America (Bermuda) Limited (Filed With SEC on March 1, 2021)

Reinsurance Agreement, effective as of July 1, 2011, amended and restated as of January 1, 2018, between Security Life of Denver International Limited and Hannover Life... (Filed With SEC on March 1, 2021)

Voya Severance Pay Plan, as amended and restated effective as of January 4, 2021 (Filed With SEC on March 1, 2021)

Form of Chief Executive Officer 2020 Award Agreement under the Voya Financial, Inc. 2019 Omnibus Employee Incentive Plan (Filed With SEC on May 6, 2020)

Form of Executive Officer 2020 Award Agreement under the Voya Financial, Inc. 2019 Omnibus Employee Incentive Plan (Filed With SEC on May 6, 2020)

Form of 2020 Award Agreement under the Voya Financial, Inc. 2019 Omnibus Employee Incentive Plan (Filed With SEC on May 6, 2020)

Third Amended and Restated Revolving Credit Agreement dated as of November 1, 2019 (included as Exhibit 10.1 to Form 10-Q) (Filed With SEC on November 6, 2019)

Amendment Agreement, dated September 24, 2019 (Filed With SEC on September 24, 2019)

Voya Financial, Inc. 2019 Omnibus Employee Incentive Plan (Filed With SEC on August 9, 2019)

Deposit Agreement, dated June 18, 2019, among the Company, Computershare Inc. and Computershare Trust Company, N.A., jointly as Depositary, and the holders from time to time of... (Filed With SEC on June 18, 2019)

Underwriting Agreement, dated June 11, 2019, among Voya Financial, Inc. and the underwriters listed on Schedule I thereto (Filed With SEC on June 12, 2019)

Amendment Agreement with Rodney O. Martin, Jr., dated September 27, 2018 (included as Exhibit 10.1 to Form 10-Q) (Filed With SEC on November 1, 2018)

Underwriting Agreement, dated September 5, 2018, between Voya Financial, Inc. and the underwriters listed on Schedule I thereto (Filed With SEC on September 6, 2018)

Account Control Agreement, dated as of February 8, 2018, by and between Voya Retirement Insurance and Annuity Company, Federal Home Loan Bank of Boston, and The Bank of New York... (Filed With SEC on May 2, 2018)

Advances, Collateral Pledge and Security Agreement, dated as of February 8, 2018, by and between Voya Retirement Insurance and Annuity Company and the Federal Home Loan Bank of... (Filed With SEC on May 2, 2018)

Amendment No. 2 to Warrant Agreement, dated as of November 10, 2017, among Voya Financial, ING Groep, N.V. and Computershare Inc (Filed With SEC on February 23, 2018)

Second Amendment to Second Amended and Restated Revolving Credit Agreement dated as of January 24, 2018 (Filed With SEC on January 30, 2018)

Second Supplemental Indenture, dated as of January 23, 2018, by and among Voya Financial, Inc., Voya Holdings Inc. and U.S. Bank National Association, as trustee (Filed With SEC on January 23, 2018)

Registration Rights Agreement, dated January 23, 2018, by and among Voya Financial, Inc., Voya Holdings Inc. and Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P.... (Filed With SEC on January 23, 2018)

Master Transaction Agreement by and Among Voya Financial, Inc., VA Capital Company LLC and Athene Holding Ltd. Dated as of December 20, 2017 (Filed With SEC on December 21, 2017)

Master Agreement for Outsourced Services between Voya Services Company and Cognizant Worldwide Limited dated as of July 31, 2017 (Filed With SEC on November 1, 2017)

Amendment Agreement, dated September 18, 2017 (Filed With SEC on September 21, 2017)

VOYA FINANCIAL, INC. VOYA HOLDINGS INC. 3.125% Senior Notes due 2024 SEVENTH SUPPLEMENTAL INDENTURE Dated as of July 5, 2017 to the Indenture Dated as of July 13, 2012 U.S. BANK... (Filed With SEC on July 5, 2017)

VOYA FINANCIAL, INC. $400,000,000 3.125% Senior Notes due 2024 Guaranteed by VoyaHoldings Inc. UNDERWRITING AGREEMENT (Filed With SEC on June 27, 2017)

2017 Award Agreement under the Voya Financial, Inc. 2014 Omnibus Employee Incentive Plan (Filed With SEC on May 3, 2017)

AMENDMENT TO THE SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (Filed With SEC on May 3, 2017)

230 Park Avenue, New York, NY 10169To:Christine HurtsellersCopies to:Cindy CarusoSubject:CompensationBill DelahantyDate:February 12, 2009From:Rob... (Filed With SEC on February 23, 2017)

2016 Award Agreement under the VoyaFinancial, Inc. 2014 Omnibus Employee Incentive Plan (Filed With SEC on October 28, 2016)

Exhibit 10.2 VOYA FINANCIAL, INC. 2017 ANNUAL CASH INCENTIVE PLAN (Filed With SEC on August 4, 2016)

VOYA FINANCIAL, INC. VOYA HOLDINGS INC. 3.650% Senior Notes due 2026 FIFTH SUPPLEMENTAL INDENTURE Dated as of June 13, 2016 to the Indenture Dated as of July 13, 2012 U.S. BANK... (Filed With SEC on June 14, 2016)

VOYA FINANCIAL, INC. VOYA HOLDINGS INC. 4.800% Senior Notes due 2046 SIXTH SUPPLEMENTAL INDENTURE Dated as of June 13, 2016 to the Indenture Dated as of July 13, 2012 U.S. BANK... (Filed With SEC on June 14, 2016)

VOYA FINANCIAL, INC. $500,000,000 3.650% Senior Notes due 2026 $300,000,000 4.800% Senior Notes due 2046 Guaranteed by VoyaHoldings Inc. UNDERWRITING AGREEMENT (Filed With SEC on June 8, 2016)

SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of May 6, 2016 among VOYA FINANCIAL, INC. as the Borrower, BANKOF AMERICA, N.A., as Administrative Agent, Swing... (Filed With SEC on May 6, 2016)

VOYA FINANCIAL, INC. SEVERANCE PLAN FOR SENIOR MANAGERS (Filed With SEC on May 5, 2016)

2016 Award Agreement under the Voya Financial, Inc. 2014 Omnibus Employee Incentive Plan (Filed With SEC on May 5, 2016)

2015 Option Award Agreement under the VoyaFinancial, Inc. 2014 Omnibus Employee Incentive Plan (Filed With SEC on December 18, 2015)

HANNOVER RE BUYER FACILITY AGREEMENT Dated as of September 24, 2015 Among SECURITY LIFE OF DENVER INTERNATIONAL LIMITED VOYA FINANCIAL, INC. HANNOVER LIFE REASSURANCE COMPANY OF... (Filed With SEC on November 6, 2015)

2015 Award Agreement under the Voya Financial, Inc. 2014 Omnibus Employee Incentive Plan (Filed With SEC on May 8, 2015)

32,018,100 Shares VOYAFINANCIAL, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT (Filed With SEC on March 9, 2015)

ADDENDUM TO SHAREREPURCHASE AGREEMENT (Filed With SEC on March 9, 2015)

SHARE REPURCHASE AGREEMENT dated as of March 2, 2015 between ING Groep, N.V. and Voya Financial,Inc. TABLE OF CONTENTS (Filed With SEC on March 3, 2015)

SEPARATION AGREEMENT (Filed With SEC on December 5, 2014)

30,030,013 Shares VOYAFINANCIAL, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT (Filed With SEC on November 18, 2014)

SHARE REPURCHASE AGREEMENT dated as of November11, 2014 between ING Groep, N.V. and Voya Financial, Inc. TABLE OF CONTENTS (Filed With SEC on November 12, 2014)

22,277,993 Shares VOYAFINANCIAL, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT (Filed With SEC on September 8, 2014)

SHARE REPURCHASE AGREEMENT dated as of September1, 2014 between ING Groep, N.V. and Voya Financial, Inc. TABLE OF CONTENTS (Filed With SEC on September 2, 2014)

VOYA FINANCIAL, INC. AMENDED AND RESTATED 2013 OMNIBUS NON-EMPLOYEE DIRECTOR INCENTIVE PLAN VOYA FINANCIAL, INC. AMENDED AND RESTATED 2013 OMNIBUS NON-EMPLOYEE DIRECTOR INCENTIVE... (Filed With SEC on August 7, 2014)

MASTER OUTSOURCING SERVICES AGREEMENT between ING NORTH AMERICAINSURANCE CORPORATION and MILLIMAN, INC. Dated:June 2, 2014 TABLE OF CONTENTS (Filed With SEC on June 2, 2014)

[] Shares ING U.S., INC. COMMONSTOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT (Filed With SEC on March 18, 2014)

SHARE REPURCHASE AGREEMENT dated as of March 18, 2014 between ING Groep N.V. and ING U.S., Inc. TABLE OF CONTENTS (Filed With SEC on March 18, 2014)

2014 Award Agreement under the ING U.S.,Inc. 2013 Omnibus Employee Incentive Plan (Filed With SEC on March 10, 2014)

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of February 14, 2014 among ING U.S., INC. as the Borrower, BANK OFAMERICA, N.A., as Administrative Agent, Swing Line... (Filed With SEC on February 21, 2014)

[] Shares ING U.S., INC. COMMONSTOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT (Filed With SEC on October 21, 2013)

FORM OF NOTE (Filed With SEC on October 11, 2013)

ING U.S., INC. 2013OMNIBUS NON-EMPLOYEE DIRECTOR INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (Filed With SEC on October 11, 2013)

Form of Award Supplement Providing for Dividend Equivalent Rights ING U.S., INC. 2013Omnibus Employee Incentive Plan Award Supplement (Filed With SEC on October 11, 2013)

Newco Deal Incentive Award Agreement (Filed With SEC on October 11, 2013)

ING U.S., INC. 2013OMNIBUS NON-EMPLOYEE DIRECTOR INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (Filed With SEC on September 13, 2013)

Form of Award Supplement Providing for Dividend Equivalent Rights ING U.S., INC. 2013Omnibus Employee Incentive Plan Award Supplement (Filed With SEC on September 13, 2013)

Newco Deal Incentive Award Agreement (Filed With SEC on September 13, 2013)

Newco Deal Incentive Award Agreement (Filed With SEC on August 9, 2013)

[Amended and Restated Language Commences Here] (Filed With SEC on July 31, 2013)

1ING U.S., INC. LION CONNECTICUT HOLDINGS INC. 5.7% Senior Notes due 2043 THIRD SUPPLEMENTAL INDENTURE Dated as of July 26, 2013 to the Indenture Dated as of July 13, 2012 U.S.... (Filed With SEC on July 26, 2013)

REGISTRATION RIGHTS AGREEMENT (Filed With SEC on July 26, 2013)

ING U.S., INC. 2.9% Senior Note due 2018 Fully and Unconditionally Guaranteed by Lion Connecticut Holdings Inc. (Filed With SEC on June 10, 2013)

ING U.S., INC. 5.5% Senior Note due 2022 Fully and Unconditionally Guaranteed by Lion Connecticut Holdings Inc. (Filed With SEC on June 10, 2013)

ING U.S., INC. 5.650% Fixed-to-Floating Rate Junior Subordinated Note due 2053 (Filed With SEC on June 10, 2013)

2013 Converted Award Agreement under the ING U.S., Inc. 2013 Omnibus Employee Incentive Plan (Filed With SEC on May 23, 2013)

ING U.S., Inc. 2013 Omnibus Employee Incentive Plan (Filed With SEC on May 23, 2013)

2013 Converted Award Agreement under the ING U.S., Inc. 2013 Omnibus Employee Incentive Plan (Filed With SEC on May 23, 2013)

ING U.S., INC. LION CONNECTICUT HOLDINGS INC. JUNIOR SUBORDINATED INDENTURE Dated as of May 16, 2013 U.S. Bank National Association, as Trustee TABLE OF CONTENTS (Filed With SEC on May 23, 2013)

ING U.S., INC. LION CONNECTICUT HOLDINGS INC. 5.650% Fixed-to-Floating Rate Junior Subordinated Notes due 2053 FIRST SUPPLEMENTAL INDENTURE Dated as of May 16, 2013 to the Junior... (Filed With SEC on May 23, 2013)

TERMINATION AGREEMENT (Filed With SEC on May 8, 2013)

SHAREHOLDER AGREEMENT BETWEEN ING U.S., INC. AND ING GROEP N.V. DATED AS OF May 7, 2013 (Filed With SEC on May 7, 2013)

TRANSITIONAL INTELLECTUAL PROPERTY LICENSE AGREEMENT (Filed With SEC on May 7, 2013)

EQUITY ADMINISTRATION AGREEMENT by and between ING GROEP N.V. and ING U.S., INC. Dated as of May 7, 2013 EQUITY ADMINISTRATION AGREEMENT (Filed With SEC on May 7, 2013)

REGISTRATION RIGHTS AGREEMENT dated as of May 7, 2013 between ING U.S., Inc. and ING Groep N.V. TABLE OF CONTENTS (Filed With SEC on May 7, 2013)

[] Shares ING U.S., INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT (Filed With SEC on April 16, 2013)

WARRANT AGREEMENT Dated [], 2013 between ING U.S., INC. and COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A. as Warrant Agent TABLE OF CONTENTS (Filed With SEC on April 16, 2013)

ING U.S., INC. 2013 OMNIBUS EMPLOYEE INCENTIVE PLAN Table of Contents (Filed With SEC on April 16, 2013)

ING U.S., INC. 2013 OMNIBUS NON-EMPLOYEE DIRECTOR INCENTIVE PLAN Table of Contents (Filed With SEC on April 16, 2013)

REGISTRATION RIGHTS AGREEMENT dated as of [], 2013 between ING U.S., Inc. and ING Groep N.V. TABLE OF CONTENTS (Filed With SEC on April 5, 2013)

SHAREHOLDER AGREEMENT BETWEEN ING U.S., INC. AND ING GROEP N.V. DATED AS OF [ ], 2013 (Filed With SEC on April 5, 2013)

TRANSITIONAL INTELLECTUAL PROPERTY LICENSE AGREEMENT (Filed With SEC on April 5, 2013)

INDEMNIFICATION AGREEMENT (Filed With SEC on April 5, 2013)

EQUITY ADMINISTRATION AGREEMENT by and between ING GROEP N.V. and ING U.S., INC. Dated as of [], 2013 EQUITY ADMINISTRATION AGREEMENT (Filed With SEC on April 5, 2013)

FEDERAL INCOME TAX SHARING AGREEMENT (Filed With SEC on March 19, 2013)

ING INVESTMENT MANAGEMENT RETENTION PARTICIPATION PLAN (RPP) RPPAGREEMENT (Filed With SEC on March 19, 2013)

Newco Deal Incentive Award Agreement (Filed With SEC on March 19, 2013)

EMPLOYMENT CONTRACT (Filed With SEC on March 19, 2013)

EMPLOYMENT CONTRACT AMENDMENT (Filed With SEC on March 19, 2013)

Newco Deal Incentive Award Agreement (Filed With SEC on March 19, 2013)

Balance Sheet (Filed With SEC on March 19, 2013)

RELEASE AGREEMENT (Filed With SEC on March 19, 2013)

[ING Letterhead] (Filed With SEC on March 19, 2013)

ING U.S., INC. LION CONNECTICUT HOLDINGS INC. 2.9% Senior Notes due 2018 SECOND SUPPLEMENTAL INDENTURE Dated as of February 11, 2013 to the Indenture Dated as of July 13, 2012... (Filed With SEC on March 19, 2013)

REGISTRATION RIGHTS AGREEMENT (Filed With SEC on March 19, 2013)

Payment Amount (Filed With SEC on March 19, 2013)

ING U.S., INC. LION CONNECTICUT HOLDINGS INC. INDENTURE Dated as of July 13, 2012 U.S. BANK NATIONAL ASSOCIATION, as Trustee TABLE OF CONTENTS (Filed With SEC on January 23, 2013)

ING U.S., INC. LION CONNECTICUT HOLDINGS INC. 5.5% Senior Notes due 2022 FIRST SUPPLEMENTAL INDENTURE Dated as of July 13, 2012 to the Indenture Dated as of July 13, 2012 U.S.... (Filed With SEC on January 23, 2013)

REGISTRATION RIGHTS AGREEMENT (Filed With SEC on January 23, 2013)

AETNA LIFE AND CASUALTY COMPANY TO STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, (Filed With SEC on January 23, 2013)

AETNA SERVICES, INC. (formerly Aetna Life and Casualty Company) AETNA INC. AND STATESTREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, AS TRUSTEE FIRST INDENTURE... (Filed With SEC on January 23, 2013)

AETNA SERVICES, INC. (Formerly Aetna Life and Casualty Company) AETNA INC. AND STATESTREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, AS TRUSTEE SECOND INDENTURE... (Filed With SEC on January 23, 2013)

AETNA INC. (tobe renamed Lion Connecticut Holdings Inc.) ING GROEP N.V. AND STATESTREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, AS TRUSTEE THIRD INDENTURE... (Filed With SEC on January 23, 2013)

AETNA LIFE AND CASUALTY COMPANY (To Be Renamed Aetna Services, Inc.) (Filed With SEC on January 23, 2013)

AETNA SERVICES, INC., Issuer AETNA INC., Guarantor AND STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, Trustee FIRST INDENTURESUPPLEMENT Dated as of... (Filed With SEC on January 23, 2013)

AETNA INC. (tobe renamed Lion Connecticut Holdings Inc.) ING GROEP N.V. AND STATESTREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, AS TRUSTEE SECOND INDENTURE... (Filed With SEC on January 23, 2013)

REVOLVING CREDIT AGREEMENT Dated as of April 20, 2012 among ING AMERICA INSURANCE HOLDINGS, INC. as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line... (Filed With SEC on January 23, 2013)

TERM LOAN AGREEMENT Dated as of April 20, 2012 among INGAMERICA INSURANCE HOLDINGS, INC. as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, and The OtherLenders... (Filed With SEC on January 23, 2013)

CREDIT AGREEMENT dated as of December 30, 2011 among SECURITY LIFE OF DENVER INTERNATIONAL LIMITED, as the Applicant, ING BANK N.V., LONDON BRANCH as Administrative Agent and THE... (Filed With SEC on January 23, 2013)

Master Transaction Agreement (Filed With SEC on January 23, 2013)

ADVANCES, PLEDGE AND SECURITY AGREEMENT DELIVERY (Filed With SEC on January 23, 2013)

Page 1 of 10 (Filed With SEC on January 23, 2013)

WITNESSETH: (Filed With SEC on January 23, 2013)

MASTER ASSET PURCHASE AGREEMENT BY AND AMONG SCOTTISH RE GROUP LIMITED, SCOTTISH HOLDINGS, INC., SCOTTISH RE (U.S.), INC, SCOTTISH RE LIFE (BERMUDA) LIMITED, SCOTTISH RE (DUBLIN)... (Filed With SEC on January 23, 2013)

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Voya Financial, Inc. Contracts & Agreements