EX-10.80



 Exhibit 10.80 
 ING U.S., INC. 
 2013 OMNIBUS NON-EMPLOYEE DIRECTOR INCENTIVE PLAN








 Table of Contents 

 

							
	 	 	 	  	Page	 
		
	 ARTICLE I GENERAL
	  	 	1	  
			
	 1.1
	 	 Purpose
	  	 	1	  
	 1.2
	 	 Definitions of Certain Terms
	  	 	1	  
	 1.3
	 	 Administration
	  	 	4	  
	 1.4
	 	 Persons Eligible for Awards
	  	 	6	  
	 1.5
	 	 Types of Awards under Plan
	  	 	7	  
	 1.6
	 	 Shares of Common Stock Available for Awards
	  	 	7	  
		
	 ARTICLE II AWARDS UNDER THE PLAN
	  	 	8	  
			
	 2.1
	 	 Agreements Evidencing Awards
	  	 	8	  
	 2.2
	 	 No Rights as a Stockholder
	  	 	8	  
	 2.3
	 	 Options
	  	 	8	  
	 2.4
	 	 Restricted Shares
	  	 	10	  
	 2.5
	 	 Restricted Stock Units
	  	 	10	  
	 2.6
	 	 Dividend Equivalent Rights
	  	 	11	  
	 2.7
	 	 Other Stock-Based Awards
	  	 	11	  
	 2.8
	 	 Individual Limitation on Awards
	  	 	11	  
	 2.9
	 	 Repayment if Conditions Not Met
	  	 	11	  
		
	 ARTICLE III MISCELLANEOUS
	  	 	12	  
			
	 3.1
	 	 Amendment of the Plan
	  	 	12	  
	 3.2
	 	 Tax Withholding
	  	 	12	  
	 3.3
	 	 Required Consents and Legends
	  	 	12	  
	 3.4
	 	 Right of Offset
	  	 	13	  
	 3.5
	 	 Nonassignability; No Hedging
	  	 	13	  
	 3.6
	 	 Change in Control
	  	 	14	  
	 3.7
	 	 Right of Discharge Reserved
	  	 	15	  
	 3.8
	 	 Nature of Payments
	  	 	15	  
	 3.9
	 	 Non-Uniform Determinations
	  	 	15	  
	 3.10
	 	 Other Payments or Awards
	  	 	16	  
	 3.11
	 	 Plan Headings
	  	 	16	  
	 3.12
	 	 Termination of Plan
	  	 	16	  
	 3.13
	 	 Section 409A
	  	 	16	  
	 3.14
	 	 Clawback/Recoupment
	  	 	17	  
	 3.15
	 	 Governing Law
	  	 	17	  
	 3.16
	 	 Choice of Forum
	  	 	17	  
	 3.17
	 	 Severability; Entire Agreement
	  	 	18	  
	 3.18
	 	 Waiver of Claims
	  	 	18	  
	 3.19
	 	 No Third Party Beneficiaries
	  	 	18	  
	 3.20
	 	 Successors and Assigns of ING
	  	 	18	  
	 3.21
	 	 Waiver of Jury Trial
	  	 	19	  
	 3.22
	 	 Date of Adoption, Approval of Stockholders and Effective Date
	  	 	19	  


  
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 ING U.S., INC. 
 2013 OMNIBUS NON-EMPLOYEE DIRECTOR INCENTIVE PLAN 
 ARTICLE I

 GENERAL 
  

	1.1	Purpose 

 The ING U.S.,
Inc. 2013 Omnibus Non-Employee Director Incentive Plan is (as amended from time to time, the “Plan”) is designed to help the Company (as hereinafter defined): (1) attract, retain and motivate
qualified and experienced individuals who may perform services for the Company as Non-Employee Directors (as hereinafter defined); (2) align the interests of such persons with the stockholders of ING; and (3) promote ownership of
ING’s equity. 
 This Plan governs Awards granted on or after the Effective Date (as hereinafter defined). This Plan will
not affect the terms or conditions of any equity award grants under any other plans before the Effective Date. 
  

	1.2	Definitions of Certain Terms 

 For purposes of this Plan, the following terms have the meanings set forth below: 

1.2.0 “Affiliate” means any person or entity that controls, is controlled by or is under common control with the
Company. 
 1.2.1 “Award” means an award made pursuant to the Plan. 

1.2.2 “Award Agreement” means the written document by which each Award is evidenced, and which the Committee will
require a Grantee to execute or acknowledge as a condition to receiving an Award or the benefits under an Award, and which sets forth the terms and provisions applicable to Awards granted under the Plan to such Grantee. Any reference herein to an
agreement in writing will be deemed to include an electronic writing to the extent permitted by applicable law. 
 1.2.3
“Board” means the Board of Directors of ING. 
 1.2.4 “Business Combination” has
the meaning set forth in Section 1.2.6(d). 
 1.2.5 “Certificate” means a stock certificate (or
other appropriate document or evidence of ownership) representing shares of Common Stock. 
 1.2.6
“Change in Control” means the occurrence of any of the following events: 
 (a)
individuals who, immediately after the date on which the shares of Common Stock become traded on the New York Stock Exchange, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a
majority of the Board, provided that any person becoming a director subsequent to the beginning of such period, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the
Board (either by a specific vote or by approval of the proxy statement of ING in which such person is named as a nominee for 







 
director, without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of ING as
a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent
Director; 
 (b) any person (as defined in Section 3(a)(9) of the Exchange Act and used in Sections 13(d)(3) and 14(d)(2)
of the Exchange Act), becomes a beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of ING representing [      ]% or more of the combined voting power of ING’s
then-outstanding securities eligible to vote for the election of the Board (the “ING Voting Securities”); provided, however, that the event described in this paragraph (b) shall not be deemed to be a Change
in Control by virtue of the ownership of, or an acquisition of, ING Voting Securities: (1) by ING or any Subsidiary, (2) by any employee benefit plan (or related trust) sponsored or maintained by ING or any Subsidiary, (3) by any
underwriter temporarily holding securities pursuant to an offering of such securities or (4) pursuant to a Non-Qualifying Transaction (as defined in Section 1.2.6(d)); 

(c) the approval by the stockholders of ING of any dissolution or liquidation of ING or the consummation of a sale of all or
substantially all of ING’s assets; or 
 (d) the consummation of any merger, consolidation or statutory share exchange or
similar form of corporate transaction involving ING that requires the approval of the stockholders of ING, whether for such transaction or the issuance of securities in the transaction (a “Business Combination”) unless
immediately following such Business Combination: (1) more than 50% of the total voting power of (A) the entity resulting from such Business Combination (the “Surviving Entity”), or (B) if applicable, the
ultimate parent corporation that directly or indirectly has beneficial ownership of at least 95% of the voting power, is represented by ING Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is
represented by shares into which such ING Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such ING Voting
Securities among the holders thereof immediately prior to the Business Combination), (2) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Entity or the parent) is or becomes the
beneficial owner, directly or indirectly, of 30% or more of the total voting power of the outstanding voting securities eligible to elect directors of the parent (or, if there is no parent, the Surviving Entity) and (3) at least a majority of
the members of the board of directors of the parent (or, if there is no parent, the Surviving Entity) following the consummation of the Business Combination were Incumbent Directors at the time of the Board’s approval of the execution of the
initial agreement providing for such Business Combination (any Business Combination which satisfies all of the criteria specified in (1), (2) and (3) described in this Section 1.2.6(d) shall be deemed a
“Non-Qualifying Transaction”). 

  
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 Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely
because any person acquires beneficial ownership of more than 30% of the ING Voting Securities as a result of the acquisition of ING Voting Securities by ING which reduces the number of ING Voting Securities outstanding; provided that if
after such acquisition by ING such person becomes the beneficial owner of additional ING Voting Securities that increases the percentage of outstanding ING Voting Securities beneficially owned by such person, a Change in Control shall then occur.

 1.2.7 “Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor
thereto, and the applicable rulings and regulations thereunder. 
 1.2.8 “Committee” has the meaning set
forth in Section 1.3.1. 
 1.2.9 “Common Stock” means the common stock of ING, par value
$0.01 per share, and any other securities or property issued in exchange therefor or in lieu thereof pursuant to Section 1.6.3. 
 1.2.10 “Company” means ING U.S., Inc. and any Subsidiary. 

1.2.11 “Consent” has the meaning set forth in Section 3.3.2. 

1.2.12 “Covered Person” has the meaning set forth in Section 1.3.4. 

1.2.13 “CRD III” means the Capital Requirement Directive published by the European Union on November 24, 2010.

 1.2.14 “Director” means a member of the Board or a member of the board of directors of a consolidated
subsidiary of ING. 
 1.2.15 “Effective Date” has the meaning set forth in Section 3.22.

 1.2.16 “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any
successor thereto, and the applicable rules and regulations thereunder. 
 1.2.17 “Fair Market Value”
means, with respect to a share of Common Stock, the closing price reported for the Common Stock on the applicable date as reported on the New York Stock Exchange or, if not so reported, as determined in accordance with a valuation methodology
approved by the Committee, unless determined as otherwise specified herein. For purposes of the grant of any Award, the applicable date will be the trading day on which the Award is granted or, if the date the Award is granted is not a trading day,
the trading day immediately prior to the date the Award is granted. For purposes of the exercise of any Award, the applicable date is the date a notice of exercise is received by the Company or, if such date is not a trading day, the trading day
immediately following the date a notice of exercise is received by the Company. 
 1.2.18 “Grantee”
means a Non-Employee Director who receives an Award. 
 1.2.19 “IFRS” means the International Financial
Reporting Standards, as adopted by the European Union. 
 1.2.20 “Incumbent Directors” has the meaning
set forth in Section 1.2.6(a). 
 1.2.21 “ING” means ING U.S., Inc., a Delaware corporation.

 1.2.22 “ING Group” means ING Groep N.V., a public limited liability company formed under the laws of
The Netherlands. 

  
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 1.2.23 “ING Voting Securities” has the meaning set forth in
Section 1.2.6(b). 
 1.2.24 “Non-Employee Director” means a regular, active Director or a
prospective Director of the Company, in either case who is not an employee of ING Group or of the Company or its Affiliates, as determined by the Committee, in its sole discretion. 

1.2.25 “Non-Qualified Stock Option” means a stock option to purchase shares of Common Stock that is not intended
to be an “incentive stock option” within the meaning of Sections 421 and 422 of the Code, as now constituted or subsequently amended, or pursuant to a successor provision of the Code. 

1.2.26 “Non-Qualifying Transaction” has the meaning set forth in Section 1.2.6(d). 

1.2.27 “Plan” has the meaning set forth in Section 1.1. 

1.2.28 “Plan Action” has the meaning set forth in Section 3.3.1. 

1.2.29 “Section 409A” has the meaning set forth in Section 1.3.3. 

1.2.30 “Securities Act” means the Securities Act of 1933, as amended from time to time, or any successor thereto,
and the applicable rules and regulations thereunder. 
 1.2.31 “Shareholder Agreement” has the meaning
set forth in Section 1.3.5. 
 1.2.32 “Subsidiary” means any corporation or other entity in which
ING or ING Group, as applicable, has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then-outstanding securities or interests of such corporation or other entity entitled to vote generally in the
election of directors or managing partners. 
 1.2.33 “Surviving Entity” has the meaning set forth in
Section 1.2.6(d). 
  

	1.3	Administration 

 1.3.1 The
Nominating and Governance Committee of the Board (as constituted from time to time, and including any successor committee, the “Committee”) will administer the Plan. In particular, the Committee will have the authority in its
sole discretion to: 
 (a) exercise all of the powers granted to it under the Plan; 

(b) construe, interpret and implement the Plan and all Award Agreements; 

(c) prescribe, amend and rescind rules and regulations relating to the Plan, including rules governing the
Committee’s own operations; 
 (d) make all determinations necessary or advisable in administering the Plan;

 (e) correct any defect, supply any omission and reconcile any inconsistency in the Plan; 

(f) amend the Plan to reflect changes in applicable law; 

  
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 (g) grant Awards and determine who will receive Awards, when such Awards
will be granted and the terms of such Awards, including setting forth provisions with regard to the effect of a termination of a Grantee’s service as a Non-Employee Director on such Awards; 

(h) amend any outstanding Award Agreement in any respect, including, without limitation, to (1) accelerate the time
or times at which the Award becomes vested, unrestricted or may be exercised (and, in connection with such acceleration, the Committee may provide that any shares of Common Stock acquired pursuant to such Award will be restricted shares, which are
subject to vesting, transfer, forfeiture or repayment provisions similar to those in the Grantee’s underlying Award), (2) accelerate the time or times at which shares of Common Stock are delivered under the Award (and, without limitation
on the Committee’s rights, in connection with such acceleration, the Committee may provide that any shares of Common Stock delivered pursuant to such Award will be restricted shares, which are subject to vesting, transfer, forfeiture or
repayment provisions similar to those in the Grantee’s underlying Award), (3) waive or amend any goals, restrictions or conditions set forth in such Award Agreement, or impose new goals, restrictions and conditions or (4) reflect a
change in the Grantee’s circumstances (e.g., a termination of a Grantee’s service as a Non-Employee Director); and 
 (i) determine at any time whether, to what extent and under what circumstances and method or methods, subject to Section 3.13, (1) Awards may be (A) settled in cash, shares of Common
Stock, other securities, other Awards or other property (in which event, the Committee may specify what other effects such settlement will have on the Grantee’s Award, including the effect on any repayment provisions under the Plan or Award
Agreement), (B) exercised or (C) canceled, forfeited or suspended, (2) shares of Common Stock, other securities, other Awards or other property and other amounts payable with respect to an Award may be deferred either automatically or
at the election of the Grantee thereof or of the Committee, (3) to the extent permitted under applicable law, loans (whether or not secured by Common Stock) may be extended by the Company with respect to any Awards, (4) Awards may be
settled by ING, any Subsidiary or any of its affiliates or any of its or their designees and (5) the exercise price for any stock option may be reset. 
 1.3.2 Actions of the Committee may be taken by the vote of a majority of its members present at a meeting (which may be held telephonically). Any action may be taken by a written instrument signed by a
majority of the Committee members, and action so taken will be fully as effective as if it had been taken by a vote at a meeting. The determination of the Committee on all matters relating to the Plan or any Award Agreement will be final, binding
and conclusive. 
 The Committee may allocate among its members and delegate to any person who is not a member of the Committee
or to any administrative group within the Company, any of its powers, responsibilities or duties. In delegating its authority, the Committee will consider the extent to which any delegation may cause Awards to fail to meet the requirements of Rule
16(b)-3(d)(1) or
 Rule 16(b)-3(e) under the Exchange Act. Except as specifically provided to the contrary, references to the Committee include any administrative group, individual or individuals to whom the Committee has delegated its duties and
powers. 

  
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 1.3.3 Notwithstanding anything to the contrary contained herein, the Board may, in its sole
discretion, at any time and from time to time, grant Awards or administer the Plan. In any such case, the Board will have all of the authority and responsibility granted to the Committee herein. The Committee in its sole discretion may also
determine (a) whether and when a Grantee’s leave of absence from Board service results in a termination of his or her service as a Non-Employee Director, (b) whether and when a change in a Grantee’s association with the Company
results in a termination of his or her service as a Non-Employee Director and (c) the impact, if any, of any such leave of absence or change in association on outstanding Awards. Unless expressly provided otherwise, any references in the Plan
or any Award Agreement to a Grantee’s service as a Non-Employee Director being terminated will include both voluntary and involuntary terminations. Notwithstanding the foregoing, with respect to any Award subject to Section 409A of the
Code (“Section 409A”) (and not exempt therefrom), a termination of a Grantee’s service as a Non-Employee Director occurs when a Grantee experiences a “separation from service” (as such term is defined under
Section 409A). 
 1.3.4 No Director or employee (each such person, a “Covered Person”) will have
any liability to any person (including any Grantee) for any action taken or omitted to be taken or any determination made in good faith with respect to the Plan or any Award, except as expressly provided by statute. Each Covered Person will be
indemnified and held harmless by ING against and from (a) any loss, cost, liability or expense (including attorneys’ fees) that may be imposed upon or incurred by such Covered Person in connection with or resulting from any action, suit or
proceeding to which such Covered Person may be a party or in which such Covered Person may be involved by reason of any action taken or omitted to be taken under the Plan or any Award Agreement, in each case, in good faith and (b) any and all
amounts paid by such Covered Person, with ING’s approval, in settlement thereof, or paid by such Covered Person in satisfaction of any judgment in any such action, suit or proceeding against such Covered Person, provided that ING will
have the right, at its own expense, to assume and defend any such action, suit or proceeding and, once ING gives notice of its intent to assume the defense, ING will have sole control over such defense with counsel of ING’s choice. The
foregoing right of indemnification will not be available to a Covered Person to the extent that a court of competent jurisdiction in a final judgment or other final adjudication, in either case, not subject to further appeal, determines that the
acts or omissions of such Covered Person giving rise to the indemnification claim resulted from such Covered Person’s bad faith, fraud or willful misconduct. The foregoing right of indemnification will not be exclusive of any other rights of
indemnification to which Covered Persons may be entitled under ING’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any other power that ING may have to indemnify such persons or hold them harmless. 

1.3.5 In its implementation of this Plan and the performance of its obligations hereunder, including the granting, terms and performance
of any Awards pursuant to this Plan, the Committee will comply with the provisions of the Shareholder Agreement, dated [            ], 2013 (the “Shareholder Agreement”), between
the Company and ING Group, including Section 6.4(c) thereof, until the Shareholder Agreement is terminated in accordance with its terms, including pursuant to Section 10.15 thereof. For the avoidance of doubt, together with the Board, the Committee
will be responsible for determining the Company’s compensation philosophy applicable to the Board and for the terms, type and amount of any Awards under this Plan, consistent with all applicable laws and regulations, including CRD III for as
long as ING Group owns more than 50% of the Company and consolidates the Company for financial reporting purposes under IFRS. 
  

	1.4	Persons Eligible for Awards 

 Awards under the Plan may be made to Non-Employee Directors. 

  
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	1.5	Types of Awards under Plan 


Awards may be made under the Plan in the form of any of the following, in each case in respect of Common Stock: (a) performance
shares, (b) restricted shares, (c) restricted stock units, (d) dividend equivalent rights, (e) stock options and (f) other stock-based or stock-related Awards (including performance-based awards and as further described in
Section 2.7) that the Committee determines to be consistent with the purposes of the Plan and the interests of the Company. For the avoidance of doubt, it is intended that any stock options granted under the Plan will constitute
Non-Qualified Stock Options. 
  

	1.6	Shares of Common Stock Available for Awards 

 1.6.1 Common Stock Subject to the Plan. Subject to the other provisions of this Section 1.6, the total number of shares of Common Stock that may be issued pursuant to Awards
granted under the Plan shall be [                    ]. Such shares of Common Stock may, in the discretion of the Committee, be either authorized but
unissued shares or shares previously issued and reacquired by ING. Shares of Common Stock issued in connection with awards that are assumed, converted or substituted as a result of the acquisition by ING or a Subsidiary of another company (including
by way of merger, combination or similar transaction) will not count against the number of shares that may be issued under the Plan. 
 1.6.2 Replacement of Shares. If any Award is forfeited, expires, terminates, otherwise lapses or is settled for cash, in whole or in part, without the delivery of Common Stock, then the
shares of Common Stock covered by such forfeited, expired, terminated or lapsed Award will again be available for grant under the Plan. For the avoidance of doubt, the following will not again become available for issuance under the Plan:
(A) any shares of Common Stock withheld in respect of taxes, (B) any shares tendered or withheld to pay the exercise price of stock options, and (C) any shares repurchased by the Company from the optionee with the proceeds from the
exercise of stock options. 
 1.6.3 Adjustments. The Committee will adjust the number of shares of Common Stock
authorized pursuant to Section 1.6.1, adjust the individual Grantee limitations set forth in Section 2.8, and adjust the terms of any outstanding Awards (including, without limitation, the number of shares of Common Stock
covered by each outstanding Award, the type of property to which the Award relates and the exercise or strike price of any Award), in such manner as it deems appropriate (including, without limitation, by payment of cash) to prevent the enlargement
or dilution of rights, or otherwise as it deems appropriate, for any increase or decrease in the number of issued shares of Common Stock (or issuance of shares of stock other than shares of Common Stock) resulting from a recapitalization, stock
split, reverse stock split, stock dividend, spinoff, splitup, combination, reclassification or exchange of shares of Common Stock, merger, consolidation, rights offering, separation, reorganization or liquidation, or any other change in the
corporate structure or shares of ING, including any extraordinary dividend or extraordinary distribution; provided that no such adjustment shall be made if or to the extent that it would cause an outstanding Award to cease to be exempt from,
or to fail to comply with, Section 409A. After any adjustment made pursuant to this Section 1.6.3, the number of shares of Common Stock subject to each outstanding Award will be rounded down to the nearest whole number. 

  
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 ARTICLE II 
 AWARDS UNDER THE PLAN 
  

	2.1	Agreements Evidencing Awards 

 Each Award granted under the Plan will be evidenced by an Award Agreement that will contain such provisions and conditions as the Committee deems appropriate. Unless otherwise provided herein, the
Committee may grant Awards in tandem with or, subject to Section 3.13, in substitution for or satisfaction of any other Award or Awards granted under the Plan or any award granted under any other plan of ING or any of its Affiliates. By
accepting an Award pursuant to the Plan, a Grantee thereby agrees that the Award will be subject to all of the terms and provisions of the Plan and the applicable Award Agreement. For the avoidance of doubt, any Award issued under the Plan in
substitution for an equity award of ING Group will be subject to terms and conditions comparable to those included in the original ING Group award that it replaces, including specifically the original vesting, hold-back and claw-back provisions.

  

	2.2	No Rights as a Stockholder 


No Grantee (or other person having rights pursuant to an Award) will have any of the rights of a stockholder of ING with respect to shares
of Common Stock subject to an Award until the delivery of such shares. Except as otherwise provided in Section 1.6.3, no adjustments will be made for dividends, distributions or other rights (whether ordinary or extraordinary, and
whether in cash, Common Stock, other securities or other property) for which the record date is before the date the Certificates for the shares are delivered, or in the event the Committee elects to use another system, such as book entries by the
transfer agent, before the date in which such system evidences the Grantee’s ownership of such Shares. 
  

	2.3	Options 

 2.3.1
Grant. Subject to Section 2.8, stock options may be granted in such number and at such times during the term of the Plan as the Committee may determine. 

2.3.2 Exercise Price. The exercise price per share with respect to each stock option will be determined by the Committee
but will not be less than the Fair Market Value of the Common Stock. 
 2.3.3 Term of Stock Option. In no event
will any stock option be exercisable after the expiration of ten years from the date on which the stock option is granted. 

2.3.4 Vesting and Exercise of Stock Option and Payment for Shares. A stock option may vest and be exercised at such time or
times and subject to such terms and conditions as will be determined by the Committee at the time the stock option is granted and set forth in the Award Agreement. Subject to any limitations in the applicable Award Agreement, any shares not acquired
pursuant to the exercise of a stock option on the applicable vesting date may be acquired thereafter at any time before the final expiration of the stock option. To exercise a stock option, the Grantee must give written notice to ING specifying the
number of shares to be acquired and accompanied by payment of the full purchase price therefor in cash or by certified or official bank check or in another form as determined by the Company, including: (a) personal check, (b) shares of
Common Stock, based on the Fair Market Value as of the exercise date, of the same class as those to be granted by exercise of the stock option, (c) any other form of consideration approved by the Company and permitted by applicable law and
(d) any 

  
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combination of the foregoing. The Committee may also make arrangements for the cashless exercise of a stock option. Any person exercising a stock option will make such representations and
agreements and furnish such information as the Committee may in its discretion deem necessary or desirable to assure compliance by ING, on terms acceptable to ING, with the provisions of the Securities Act, the Exchange Act and any other applicable
legal requirements. If a Grantee so requests, shares acquired pursuant to the exercise of a stock option may be issued in the name of the Grantee and another jointly with the right of survivorship. 

2.3.5 Repricing. Except as otherwise permitted by Section 1.6.3, reducing the exercise price of stock options
issued and outstanding under the Plan, including through amendment, cancellation in exchange for the grant of a substitute Award or repurchase for cash or other consideration (in each case that has the effect of reducing the exercise price), will
require approval of the stockholders of ING. 

  
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	2.4	Restricted Shares 

 2.4.1
Grants. Subject to Section 2.8, the Committee may grant or offer for sale restricted shares in such amounts and subject to such terms and conditions as the Committee may determine. The terms and conditions set forth by the
Committee in the applicable Award Agreement may relate to vesting and nontransferability restrictions that will lapse upon the achievement of one or more goals related to the completion of service by the Grantee or the achievement of performance
goals, as determined by the Committee at the time of grant. Upon the delivery of such shares, the Grantee will have the rights of a stockholder with respect to the restricted shares, subject to any other restrictions and conditions as the Committee
may include in the applicable Award Agreement. In the event that a Certificate is issued in respect of restricted shares, such Certificate may be registered in the name of the Grantee or its designated agent until the time the restrictions lapse.

 2.4.2 Right to Vote and Receive Dividends on Restricted Shares. Each Grantee of an Award of restricted shares
will, during the period of restriction, be the beneficial and record owner of such restricted shares and will have full voting rights with respect thereto. Unless the Committee determines otherwise in an Award Agreement, during the period of
restriction, all dividends (whether ordinary or extraordinary and whether paid in cash, additional shares or other property) or other distributions paid upon any restricted share will be retained by the Company for the account of the relevant
Grantee. Such dividends or other distributions will revert back to the Company if for any reason the restricted share upon which such dividends or other distributions were paid reverts back to the Company. Upon the expiration of the period of
restriction, all such dividends or other distributions made on such restricted share and retained by the Company will be paid, without interest, to the relevant Grantee. 

 

	2.5	Restricted Stock Units 


Subject to Section 2.8, the Committee may grant Awards of restricted stock units in such amounts and subject to such terms and
conditions as the Committee may determine. A Grantee of a restricted stock unit will have only the rights of a general unsecured creditor of ING until delivery of shares of Common Stock, cash or other securities or property is made as specified in
the applicable Award Agreement. The terms and conditions set forth by the Committee in the applicable Award Agreement may relate to vesting and nontransferability restrictions that will lapse upon the achievement of one or more goals related to the
completion of service by the Grantee or the achievement of performance goals, as determined by the Committee at the time of grant. On the delivery date specified in the Award Agreement, the Grantee of each restricted stock unit not previously
forfeited or terminated will receive one share of Common Stock, cash or other securities or property equal in value to a share of Common Stock or a combination thereof, as specified by the Committee. 

  
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	2.6	Dividend Equivalent Rights 


Subject to Section 2.8, the Committee may include in the Award Agreement with respect to any Award a dividend equivalent right
entitling the Grantee to receive amounts equal to all or any portion of the regular cash dividends that would be paid on the shares of Common Stock covered by such Award if such shares had been delivered pursuant to such Award. The Grantee of a
dividend equivalent right will have only the rights of a general unsecured creditor of ING until payment of such amounts is made as specified in the applicable Award Agreement. In the event such a provision is included in an Award Agreement, the
Committee will determine whether such payments will be made in cash, in shares of Common Stock or in another form, whether they will be conditioned upon the exercise of the Award to which they relate (subject to compliance with Section 409A),
the time or times at which they will be made, and such other terms and conditions as the Committee will deem appropriate. 
  

	2.7	Other Stock-Based Awards 


Subject to Section 2.8, the Committee may grant other types of stock-based or stock-related Awards (including the grant or
offer for sale of unrestricted shares of Common Stock and the grant of performance-based awards) in such amounts and subject to such terms and conditions as the Committee may determine. The terms and conditions set forth by the Committee in the
applicable Award Agreement may relate to vesting and nontransferability restrictions that will lapse upon the achievement of one or more goals related to the completion of service by the Grantee or the achievement of performance goals, as determined
by the Committee at the time of grant. Such Awards may entail the transfer of actual shares of Common Stock to Award recipients and may include Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than
the United States. 
  

	2.8	Individual Limitation on Awards 

 The maximum number of shares of Common Stock as to which stock options, restricted shares, restricted stock units, dividend equivalent rights and other types of stock-based or stock-related Awards may be
granted under the Plan to any one individual in any one fiscal year may not exceed a number of Awards with a grant date fair value in excess of $500,000. 
  

	2.9	Repayment if Conditions Not Met 

 If the Committee determines that all terms and conditions of the Plan and a Grantee’s Award Agreement were not satisfied, then the Grantee will be obligated to pay the Company immediately upon demand
therefor, (a) with respect to a stock option, an amount equal to the excess of the Fair Market Value (determined at the time of exercise) of the shares of Common Stock that were delivered in respect of such exercised stock option, over the
exercise price paid therefor, (b) with respect to restricted shares, an amount equal to the Fair Market Value (determined at the time such shares became vested) of such restricted shares and (c) with respect to restricted stock units, an
amount equal to the Fair Market Value (determined at the time of delivery) of the shares of Common Stock delivered with respect to the applicable delivery date, in each case with respect to clauses (a), (b) and (c) of this
Section 2.9, without reduction for any amount applied to satisfy withholding tax or other obligations in respect of such Award. 

  
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 ARTICLE III 
 MISCELLANEOUS 
  

	3.1	Amendment of the Plan 


3.1.1 Unless otherwise provided in the Plan or in an Award Agreement, the Board may from time to time suspend, discontinue, revise or
amend the Plan in any respect whatsoever but, subject to Sections 1.6.3 and 3.6 or as otherwise specifically provided herein, no such amendment shall materially adversely impair the rights of the Grantee of any Award without the
Grantee’s consent. 
 3.1.2 Unless otherwise determined by the Board, stockholder approval of any suspension,
discontinuance, revision or amendment will be obtained only to the extent necessary to comply with any applicable laws, regulations or rules of a securities exchange or self-regulatory agency. 

 

	3.2	Tax Withholding 

 Grantees
shall be solely responsible for any applicable taxes (including, without limitation, income and excise taxes) and penalties, and any interest that accrues thereon, that they incur in connection with the receipt, vesting or exercise of any Award. As
a condition to the delivery of any shares of Common Stock, cash or other securities or property pursuant to any Award or the lifting or lapse of restrictions on any Award, or in connection with any other event that gives rise to a federal or other
governmental tax withholding obligation on the part of the Company relating to an Award, (a) the Company may deduct or withhold (or cause to be deducted or withheld) from any payment or distribution to a Grantee whether or not pursuant to the
Plan (including shares of Common Stock otherwise deliverable), (b) the Committee will be entitled to require that the Grantee remit cash to the Company or (c) the Company may enter into any other suitable arrangements to withhold, in each
case in an amount sufficient in the opinion of the Company to satisfy such withholding obligation. 
  

	3.3	Required Consents and Legends 

 3.3.1 If the Committee at any time determines that any Consent (as hereinafter defined) is necessary or desirable as a condition of, or in connection with, the granting of any Award, the delivery of
shares of Common Stock or the delivery of any cash, securities or other property under the Plan, or the taking of any other action thereunder (each such action, a “Plan Action”), then such Plan Action will not be taken, in
whole or in part, unless and until such Consent will have been effected or obtained to the full satisfaction of the Committee. The Committee may direct that any Certificate evidencing shares delivered pursuant to the Plan will bear a legend setting
forth such restrictions on transferability as the Committee may determine to be necessary or desirable, and may advise the transfer agent to place a stop transfer order against any legended shares. 

  
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 3.3.2 The term “Consent” as used in this Article III with respect to
any Plan Action includes (a) any and all listings, registrations or qualifications in respect thereof upon any securities exchange or under any federal, state, or local law, or law, rule or regulation of a jurisdiction outside the United
States, (b) any and all written agreements and representations by the Grantee with respect to the disposition of shares, or with respect to any other matter, which the Committee may deem necessary or desirable in order to comply with the terms
of any such listing, registration or qualification or to obtain an exemption from the requirement that any such listing, qualification or registration be made, (c) any and all other consents, clearances and approvals in respect of a Plan Action
by any governmental or other regulatory body or any stock exchange or self-regulatory agency, (d) any and all consents by the Grantee to (1) the Company’s supplying to any third party recordkeeper of the Plan such personal information
as the Committee deems advisable to administer the Plan, (2) the Company’s deducting amounts from the Grantee’s wages, or another arrangement satisfactory to the Committee, to reimburse the Company for advances made on the
Grantee’s behalf to satisfy certain withholding and other tax obligations in connection with an Award and (3) the Company’s imposing sales and transfer procedures and restrictions and hedging restrictions on shares of Common Stock
delivered under the Plan and (e) any and all consents or authorizations required to comply with, or required to be obtained under, applicable local law or otherwise required by the Committee. Nothing herein will require the Company to list,
register or qualify the shares of Common Stock on any securities exchange. 
  

	3.4	Right of Offset 

 In the
event of a Grantee’s termination of service as a Non-Employee Director, the Company will have the right to offset against its obligation to deliver shares of Common Stock (or other property or cash) under the Plan or any Award Agreement any
outstanding amounts (including, without limitation, travel and entertainment or advance account balances, loans, repayment obligations under any Awards, or amounts repayable to the Company pursuant to tax equalization, housing, automobile or other
programs) that the Grantee then owes to the Company and any amounts the Committee otherwise deems appropriate pursuant to any tax equalization policy or agreement. Notwithstanding the foregoing, if an Award provides for the deferral of compensation
within the meaning of Section 409A, the Committee will have no right to offset against its obligation to deliver shares of Common Stock (or other property or cash) under the Plan or any Award Agreement if such offset could subject the Grantee
to the additional tax imposed under Section 409A in respect of an outstanding Award. 
  

	3.5	Nonassignability; No Hedging 

 Unless otherwise provided in an Award Agreement, no Award (or any rights and obligations thereunder) granted to any person under the Plan may be sold, exchanged, transferred, assigned, pledged,
hypothecated or otherwise disposed of or hedged, in any manner (including through the use of any cash-settled instrument), whether voluntarily or involuntarily and whether by operation of law or otherwise, other than by will or by the laws of
descent and distribution, and all such Awards (and any rights thereunder) will be exercisable during the life of the Grantee only by the Grantee or the Grantee’s legal representative. Notwithstanding the foregoing, the Committee may permit,
under such terms and conditions that it deems appropriate in its sole discretion, a Grantee to transfer any Award to any person or entity that the Committee 

  
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so determines. Any sale, exchange, transfer, assignment, pledge, hypothecation, or other disposition in violation of the provisions of this Section 3.5 will be null and void and any
Award which is hedged in any manner will immediately be forfeited. All of the terms and conditions of the Plan and the Award Agreements will be binding upon any permitted successors and assigns. 

 

	3.6	Change in Control 

 3.6.1 Unless otherwise determined by the Committee (or unless otherwise set forth in an Award Agreement), if a Grantee’s service as a Non-Employee Director is terminated by ING or any successor
entity thereto on or within one year after a Change in Control, each Award granted to such Grantee prior to such Change in Control shall become fully vested (including the lapsing of all restrictions and conditions) and, as applicable,
exercisable as of the date of such termination of service, and any shares of Common Stock deliverable pursuant to restricted stock units shall be delivered promptly (but no later than 15 days) following such Grantee’s termination of service,
provided that, as of the Change in Control date, any outstanding performance-based Awards shall be deemed earned at the greater of the target level or actual performance level through the Change in Control date (or if no target level is
specified, the maximum level) with respect to all open performance periods[, and any such award will remain subject to time-based vesting for the remainder of the original performance period. 
 3.6.2 In the event of a Change in Control, a Grantee’s Award shall be treated, to the extent determined by the Committee to be permitted under Section 409A, in accordance with one of the
following methods as determined by the Committee in its sole discretion: (a) settle such Awards for an amount (as determined in the sole discretion of the Committee) of cash or securities, where, in the case of stock options, the value of such
amount, if any, will be equal to the in-the-money spread value (if any) of such Award; (b) provide for the assumption of or the issuance of substitute awards that will substantially preserve the otherwise applicable terms of any affected Awards
previously granted under the Plan, as determined by the Committee in its sole discretion; or (c) provide that for a period of at least 20 days prior to the Change in Control, any stock options will be exercisable as to all shares of Common
Stock subject thereto (but any such exercise will be contingent upon and subject to the occurrence of the Change in Control and if the Change in Control does not take place within a specified period after giving such notice for any reason
whatsoever, the exercise will be null and void) and that any stock options not exercised prior to the consummation of the Change in Control will terminate and be of no further force and effect as of the consummation of the Change in Control. For the
avoidance of doubt, in the event of a Change in Control, the Committee may, in its sole discretion, terminate any stock option for which the exercise price is equal to or exceeds the per share value of the consideration to be paid in the Change in
Control transaction without payment of consideration therefor. 

  
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	3.7	Right of Discharge Reserved 

 Neither the grant of an Award nor any provision in the Plan or in any Award Agreement will (a) confer upon any Grantee the right to remain in the service of the Company as a Non-Employee Director or
affect any right which the Company may have to terminate or alter the terms and conditions of such service or (2) create any obligation on behalf of the Board to nominate any Non-Employee Director for re-election to the Board by the
Company’s shareholders. 
  

	3.8	Nature of Payments 

 3.8.1
Any and all grants of Awards and deliveries of Common Stock, cash, securities or other property under the Plan will be in consideration of services performed or to be performed for the Company by the Grantee. Awards under the Plan may, in the
discretion of the Committee, be made in substitution in whole or in part for cash or other compensation otherwise payable to a Grantee. Only whole shares of Common Stock will be delivered under the Plan. Awards will, to the extent reasonably
practicable, be aggregated in order to eliminate any fractional shares. Fractional shares may, in the discretion of the Committee, be forfeited or be settled in cash or otherwise as the Committee may determine. 

3.8.2 All such grants and deliveries of shares of Common Stock, cash, securities or other property under the Plan will constitute a
special discretionary incentive payment to the Grantee and will not be required to be taken into account in computing the amount of salary or compensation of the Grantee for the purpose of determining any contributions to or any benefits under any
pension, retirement, profit-sharing, bonus, life insurance, severance or other benefit plan of the Company or under any agreement with the Grantee, unless the Company specifically provides otherwise. 

 

	3.9	Non-Uniform Determinations 


3.9.1 The Committee’s determinations under the Plan and Award Agreements need not be uniform and any such determinations may be made
by it selectively among persons who receive, or are eligible to receive, Awards under the Plan (whether or not such persons are similarly situated). Without limiting the generality of the foregoing, the Committee will be entitled, among other
things, to make non-uniform and selective determinations under Award Agreements, and to enter into non-uniform and selective Award Agreements, as to (a) the persons to receive Awards, (b) the terms and provisions of Awards and
(c) whether a Grantee’s service as a Non-Employee Director has been terminated for purposes of the Plan. 
 3.9.2 To
the extent the Committee deems it necessary, appropriate or desirable to comply with foreign law or practices and to further the purposes of the Plan, the Committee may, without amending the Plan, establish special rules applicable to Awards to
Grantees who are foreign nationals, are employed outside the United States, or both, and grant Awards (or amend existing Awards) in accordance with those rules. 

  
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	3.10	Other Payments or Awards 


Nothing contained in the Plan will be deemed in any way to limit or restrict the Company from making any award or payment to any person
under any other plan, arrangement or understanding, whether now existing or hereafter in effect. 
  

	3.11	Plan Headings 

 The
headings in the Plan are for the purpose of convenience only and are not intended to define or limit the construction of the provisions hereof. 
  

	3.12	Termination of Plan 

 The
Board reserves the right to terminate the Plan at any time; provided, however, that in any case, the Plan will terminate on the tenth anniversary of the Effective Date, and provided further, that all Awards made under the
Plan before its termination will remain in effect until such Awards have been satisfied or terminated in accordance with the terms and provisions of the Plan and the applicable Award Agreements. 

 

	3.13	Section 409A 

 3.13.1
All Awards made under the Plan that are intended to be “deferred compensation” subject to Section 409A shall be interpreted, administered and construed to comply with Section 409A, and all Awards made under the Plan that are
intended to be exempt from Section 409A shall be interpreted, administered and construed to comply with and preserve such exemption. The Board and the Committee shall have full authority to give effect to the intent of the foregoing sentence.
To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the Plan and a provision of any Award or Award Agreement with respect to an Award, the Plan shall govern. 

3.13.2 Without limiting the generality of Section 3.13.1, with respect to any Award made under the Plan that is intended to
be “deferred compensation” subject to Section 409A: 
 (a) to the extent necessary to comply with
Section 409A, any other securities, other Awards or other property that the Company may deliver in lieu of shares of Common Stock in respect of an Award shall not have the effect of deferring delivery or payment beyond the date on which such
delivery or payment would occur with respect to the shares of Common Stock that would otherwise have been deliverable (unless the Committee elects a later date for this purpose in accordance with the requirements of Section 409A); 

(b) with respect to any required Consent described in Section 3.3.2 or the applicable Award Agreement, if such
Consent has not been effected or obtained as of the latest date provided by such Award Agreement for payment in respect of such Award and further delay of payment is not permitted in accordance with the requirements of Section 409A, such Award
or portion thereof, as applicable, will be forfeited and terminate notwithstanding any prior earning or vesting; 

  
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 (c) if the Award includes a “series of installment payments”
(within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), the Grantee’s right to the series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment;
and 
 (d) if the Award includes “dividend equivalents” (within the meaning of Section 1.409A-3(e)
of the Treasury Regulations), the Grantee’s right to the dividend equivalents shall be treated separately from the right to other amounts under the Award. 
  

	3.14	Clawback/Recoupment 


Awards under this Plan may be subject to recoupment or clawback as may be required by applicable law, or the Company’s recoupment, or
“clawback” policy as it may be amended from time to time. In addition, with respect to any Award granted prior to the date on which ING Group is no longer required under IFRS to consolidate the Company’s financial statements with its
financial statements, ING shall have the right to claw back previously settled or paid Awards or hold back Awards not yet vested if (i) activities conducted under the responsibility of the Grantee, including fraud or malfeasance, led to a material
restatement of the Company’s annual accounts or resulted in significant reputational harm to ING or any of its Subsidiaries or Affiliates, (ii) the Company undergoes significant adverse changes in its economic and regulatory capital base or
(iii) the Company or one of its business lines suffers a significant failure in risk management. 
  

	3.15	Governing Law 

 THE PLAN
WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS. 
  

	3.16	Choice of Forum 

 3.16.1
The Company and each Grantee, as a condition to such Grantee’s participation in the Plan, hereby irrevocably submit to the exclusive jurisdiction of any state or federal court located in New York, New York over any suit, action or proceeding
arising out of or relating to or concerning the Plan. The Company and each Grantee, as a condition to such Grantee’s participation in the Plan, acknowledge that the forum designated by this Section 3.16.1 has a reasonable
relationship to the Plan and to the relationship between such Grantee and the Company. Notwithstanding the foregoing, nothing herein will preclude the Company from bringing any action or proceeding in any other court for the purpose of enforcing the
provisions of Section 3.16.1. 
 3.16.2 The agreement by the Company and each Grantee as to forum is independent of
the law that may be applied in the action, and the Company and each Grantee, as a condition to such Grantee’s participation in the Plan, (a) agree to such forum even if the forum may under applicable law choose to apply non-forum law,
(b) hereby waive, to the fullest extent permitted by applicable law, any objection which the Company or such Grantee now or hereafter may have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding in any
court referred to in Section 3.16.1, (c) undertake not to commence any action arising out of or relating to or concerning the Plan in any forum other than the forum described in this Section 3.16 and (d) agree that,
to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding in any such court will be conclusive and binding upon the Company and each Grantee. 

3.16.3 Each Grantee, as a condition to such Grantee’s participation in the Plan, hereby irrevocably appoints the General Counsel of
ING as such Grantee’s agent for service of process in connection with any action, suit or proceeding arising out of or relating to or concerning the Plan, who will promptly advise such Grantee of any such service of process. 

  
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 3.16.4 Each Grantee, as a condition to such Grantee’s participation in the Plan, agrees
to keep confidential the existence of, and any information concerning, a dispute, controversy or claim described in Section 3.16, except that a Grantee may disclose information concerning such dispute, controversy or claim to the court
that is considering such dispute, controversy or claim or to such Grantee’s legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute,
controversy or claim). 
  

	3.17	Severability; Entire Agreement 

 If any of the provisions of the Plan or any Award Agreement is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such provision will be deemed modified to the extent, but
only to the extent, of such invalidity, illegality or unenforceability and the remaining provisions will not be affected thereby; provided that if any of such provisions is finally held to be invalid, illegal, or unenforceable because it
exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such provision will be deemed to be modified to the minimum extent necessary to modify such scope in order to make such provision enforceable
hereunder. The Plan and any Award Agreements contain the entire agreement of the parties with respect to the subject matter thereof and supersede all prior agreements, promises, covenants, arrangements, communications, representations and warranties
between them, whether written or oral with respect to the subject matter thereof. 
  

	3.18	Waiver of Claims 

 Each
Grantee of an Award recognizes and agrees that any determination made by the Committee, the Company or the Board on all matters relating to the Plan or any Award Agreement will be final, binding and conclusive, including, without limitation, the
amount of any Award and the terms of any Award Agreement. Each Grantee of an Award recognizes and agrees that neither the Committee, the Company nor the Board will be required to obtain the consent of any Grantee in order to make any amendment to
the Plan or any Award Agreement (other than an amendment to the Plan or an Award Agreement to which his or her consent is expressly required by the express terms of an Award Agreement). 

 

	3.19	No Third Party Beneficiaries 

 Except as expressly provided in an Award Agreement, neither the Plan nor any Award Agreement will confer on any person other than the Company and the Grantee of any Award any rights or remedies
thereunder. The exculpation and indemnification provisions of Section 1.3.4 will inure to the benefit of a Covered Person’s estate and beneficiaries and legatees. 

 

	3.20	Successors and Assigns of ING 

 The terms of the Plan will be binding upon and inure to the benefit of ING and any successor entity contemplated by Section 3.5. 

  
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	3.21	Waiver of Jury Trial 


EACH GRANTEE WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, UNDER OR IN CONNECTION
WITH THE PLAN. 
  

	3.22	Date of Adoption, Approval of Stockholders and Effective Date 

 The Plan was adopted by the Board on [                    ], approved by the stockholders of ING on
[                    ] and became effective upon the date of the Company’s initial public offering (the “Effective
Date”). 

  
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