Second Indenture Supplement dated as of December 13, 2000



 Exhibit 10.10 

 
  

AETNA INC. 
 (to
be renamed Lion Connecticut Holdings Inc.) 
 ING GROEP N.V. 

AND 
 STATE
STREET BANK AND TRUST COMPANY OF CONNECTICUT, 
 NATIONAL ASSOCIATION, AS TRUSTEE 

 
  

SECOND INDENTURE SUPPLEMENT 
 Dated as of December 13, 2000 
 to 

INDENTURE 
 Dated
as of July 1, 1996 
 As previously supplemented on 
 October 30, 2000 
 Between 

Aetna Inc. 
 (to
be renamed Lion Connecticut Holdings Inc.) 
 (in its own right and as successor 

by merger to Aetna Services, Inc.) 
 and 
 State Street Bank and Trust Company of Connecticut, 

National Association, as Trustee 







 SECOND INDENTURE SUPPLEMENT 

SECOND INDENTURE SUPPLEMENT, dated as of December     , 2000 (the “Second Indenture
Supplement”) among AETNA INC. (in its own right and as successor by merger to Aetna Services, Inc.), a corporation duly organized and validly existing under the laws of the State of Connecticut (which shall be renamed Lion Connecticut
Holdings Inc. following the Merger, as defined below) (the “Company”), ING GROEP N.V., a corporation duly organized and validly existing under the laws of the Netherlands (the “New Guarantor”), and STATE STREET BANK
AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, as trustee (the “Trustee”). 
 RECITALS OF THE COMPANY
AND THE NEW GUARANTOR 
 WHEREAS, the Company and the Trustee have heretofore executed and delivered an Indenture dated as of
July 1, 1996 (as heretofore amended or supplemented, the “Indenture”), and the First Indenture Supplement dated as of October 30, 2000 (the “First Indenture Supplement”), which provide for the issuance
from time to time by the Company of its unsecured debentures, notes or other evidences of indebtedness in one or more series (the “Securities”, as more fully defined in the Indenture); 

WHEREAS, pursuant to a Plan of Merger dated as of October 30, 2000, between the Company and Aetna Services, Inc. (formerly Aetna
Life and Casualty Company) (“Aetna Services”), Aetna Services, the prior Issuer of the Securities, was merged with and into the Company (the “Aetna Services Merger”) with the Company surviving the Aetna Services
Merger; 
 WHEREAS, in connection with the consummation of the Aetna Services Merger, Aetna Services, the Company and the
Trustee executed the First Indenture Supplement whereby the obligations of Aetna Services under the Indenture were assumed by the Company; 
 WHEREAS, pursuant to an Agreement and Plan of Restructuring and Merger (the “Merger Agreement”) dated as of July 19, 2000, among ING America Insurance Holdings, Inc. (“ING
America”), ANB Acquisition Corp., a wholly owned subsidiary of ING America (“Merger Sub”), the Company and, for limited purposes only, the New Guarantor, Merger Sub will merge with and into the Company (the
“Merger”) with the result that the Company will be a wholly-owned indirect subsidiary of the New Guarantor; 

WHEREAS, pursuant to the Merger Agreement, the New Guarantor has agreed to guarantee the performance of obligations of the Company under
the Indenture, such guarantee to take substantially the same form as the Company’s current guarantee of such obligations; 

WHEREAS, this Second Indenture Supplement amends the Indenture, pursuant to Section 901 thereof to provide for the full and
unconditional guarantee by the New Guarantor of the due and punctual payment of the principal of, premium, if any, and interest on the Securities; 
 WHEREAS, all acts and proceedings required by law, by the Indenture and by the certificates of incorporation and bylaws of the Company and the New Guarantor necessary to constitute this Second Indenture
Supplement a valid and binding agreement for the uses and 







 
purpose herein set forth in accordance with its terms have been done and performed, and the execution and delivery of this Second Indenture Supplement have in all respects been duly authorized.

 NOW, THEREFORE, in consideration of the foregoing and other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the holders of the Securities. 
 Article 1 
 DEFINITIONS 

Section 101. All terms used herein and not otherwise defined herein shall have the meanings given such terms in the Indenture.

 Article 2 
 AMENDMENTS 
 Section 201. The New Guarantor is hereby made a party to
the Indenture. 
 Section 202. Paragraph (2) of SECTION 105 of the Indenture is hereby amended by replacing the
words “in the case of the Guarantor, first-class postage prepaid and addressed to it at the address of its principal office specified in the first paragraph of this instrument, Attention: Treasurer,” with the words “in the case of the
Guarantor, first-class postage prepaid and addressed to it at Strawinskylaan 2631, 1077 ZZ Amsterdam, P.O. Box 810, 1000 Av. Amsterdam, the Netherlands, Attention: Diederik van Wassenaer, General Counsel.” 

Section 203. SECTION 203 of the Indenture is hereby amended by replacing the words “Aetna Inc.” with “ING Groep
N.V.” 
 Section 204. (a) SECTION 206 of the Indenture is hereby amended by replacing the words “Aetna
Inc.” wherever they appear in SECTION 206 with the words “ING Groep N.V.” 
 (b) The first sentence of SECTION
206 of the Indenture is hereby amended by replacing (i) the words “Connecticut corporation” with the words “a corporation organized under the laws of the Netherlands” and (ii) the words “[Aetna Life and Casualty
Company][Aetna Services, Inc.]” with the words “Aetna Inc.”. 
 Section 205. SECTION 1404 of the
Indenture is hereby amended by adding the following sentence after the last sentence of that section: 
 “The parties
acknowledge that, with respect to any Security outstanding as of the effectiveness of the Second Indenture Supplement, nothing contained herein shall be construed to require that a new Guarantee be executed by the Guarantor or that a new Security be
authenticated and delivered by the Trustee, in each case with 

  
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respect to a specific Security, if a Guarantee has been executed by Aetna Inc. with respect to such Security and such Security has been authenticated and delivered by the Trustee, in each case
prior to the effectiveness of the Second Indenture Supplement.” 
 Article 3 

MISCELLANEOUS 

Section 301. Effectiveness. This Second Indenture Supplement shall take effect as of the Effective Time (as such term is
defined in the Merger Agreement) of the Merger, which is 5:01p.m., New York City time, on the date hereof. 

Section 302. Company Acknowledgment. The Company hereby acknowledges that it continues to be liable and bound for the due and
punctual payment of the principal of and any premium and interest on all the Securities and the performance or observance of every covenant of the Indenture on the part of the Company to be performed or observed. 

Section 303. Indenture Ratified. Except as herein expressly provided, the Indenture is in all respects ratified and confirmed
by the Company and the Trustee and all the terms, provisions and conditions thereof are and will remain in full force and effect. 
 Section 304. Execution by the Trustee. The Trustee has executed this Second Indenture Supplement only upon the terms and conditions set forth in the Indenture. Without limiting the
generality of the foregoing, the Trustee shall not be responsible for the correctness of the recitals herein contained, which shall be taken as the statements of the Company and the New Guarantor, and the Trustee makes no representation and shall
have no responsibility for, and in respect of, the validity or sufficiency of this Second Indenture Supplement or the execution thereof by the Company or the New Guarantor. 
 Section 305. Governing Law. This Second Indenture Supplement shall be governed by and construed in accordance with the laws of the State of New York, but without regard to principles of
conflicts of laws. 
 Section 306. Submission to Jurisdiction. The New Guarantor hereby irrevocably submits to
the jurisdiction of the United States District Court for the Southern District of New York or any other New York State court sitting in New York City, Borough of Manhattan, solely in respect of any suit or proceeding arising out of or based on the
Indenture, and hereby waives, and agrees not to assert, as a defense in any suit or proceeding arising out of or based on the Indenture, that it is not subject thereto or that such suit or proceeding may not be brought or is not maintainable in said
courts or that the venue thereof may not be appropriate or that the Indenture may not be enforced in or by such courts, and the New Guarantor irrevocably agrees that all claims with respect to such suit or proceeding shall be heard and determined in
such court. The New Guarantor hereby consents to and grants any such court jurisdiction over the person of the New Guarantor and over the subject matter of such dispute and agrees that mailing of process or other papers in connection with any such
suit or proceeding to the New Guarantor in the manner provided in the Indenture, with a copy to ING America Insurance Holdings, Inc., 5780 Powers Ferry Road, NW, Atlanta, Georgia 30327- 4390, Attention: General Counsel, or in such other manner as
may be permitted by law shall be valid and sufficient service thereof. 

  
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 Section 307. Execution in Counterparts. This Second Indenture Supplement may
be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one instrument. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Second Indenture Supplement to be
duly executed, and their respective corporate seals to be hereunto duly affixed and attested, all as of the day and year first above written. 
  

									
		 		 	AETNA INC.
			
	[Seal]	 		 	
				
		 		 	By	 	  

		 		 		 	Name:	 	
		 		 		 	Title:	 	
					
	Attest:	 		 		 		 	
					
	  
	 		 		 		 	
		 		 	ING GROEP N.V.
					
	[Seal]	 		 		 		 	
				
		 		 	By	 	  

		 		 		 	Name:	 	
		 		 		 	Title:	 	
					
	Attest:	 		 		 		 	
					
	  
	 		 		 		 	
		 		 	STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, as Trustee
			
	[Seal]	 		 	
				
		 		 	By	 	 /s/ Earl W. Dennison Jr.

		 		 		 	Name:	 	Earl W. Dennison Jr.
		 		 		 	Title:	 	Vice President
					
	Attest:	 		 		 		 	
					
	 /s/ Donald E. Smith
	 		 		 		 	
	Donald E. Smith	 		 		 		 	
	Vice President	 		 		 		 	








 IN WITNESS WHEREOF, the parties hereto have caused this Second Indenture Supplement to be
duly executed, and their respective corporate seals to be hereunto duly affixed and attested, all as of the day and year first above written. 
  

									
		 		 	AETNA INC.
			
	[Seal]	 		 	
				
		 		 	By	 	 /s/ Alfred P. Quirk Jr.

		 		 		 	Name:	 	Alfred P. Quirk Jr.
		 		 		 	Title:	 	Vice President, Finance and Treasurer
					
	Attest:	 		 		 		 	
					
	 /s/ Robert M. Donahoe
	 		 		 		 	
	/s/ Robert M. Donahoe	 		 	ING GROEP N.V.
					
	[Seal]	 		 		 		 	
				
		 		 	By	 	 /s/ B. Scott Burton

		 		 		 	Name:	 	
		 		 		 	Title:	 	
					
	Attest:	 		 		 		 	
					
	 /s/ William D. Torchiana
	 		 		 		 	
	/s/ William D. Torchiana	 		 	STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, as Trustee
			
	[Seal]	 		 	
				
		 		 	By	 	  

		 		 		 	Name:	 	
		 		 		 	Title:	 	
					
	Attest:	 		 		 		 	
					
	  
	 		 		 		 	








 State of Connecticut    ) 
 County of Hartford      )                     ss: Hartford 

On the 7th day of December, 2000, before me personally came Alfred P. Quirk Jr., to me known, who, being by me duly sworn,
did depose and say that [he] [she] resides at 29 Pembroke, Farmington, CT, that [he] [she] is the Vice President, Finance and Treasurer of Aetna Inc., one of the corporations described in and which executed the above instrument; that [he] [she]
knows the corporate seal of said corporation; that the seal affixed to the said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that [he] [she] signed [his] [her] name thereto
by like authority. 
  

	
	 /s/ William C. Baskin III

	Notary Public
	William C. Baskin III
	Commission Expires 7/31/03


 State of New York       ) 

County of New
York   )                     ss: 
 On the
13th day of December, 2000, before me personally came
B. Scott Burton, to me known, who, being by me duly sworn, did depose and say that [he] [she] resides at Atlanta, Georgia, that [he] [she] is an authorized signatory of ING Groep N.V., one of the corporations described in and which executed the
above instrument; that [he] [she] knows the corporate seal of said corporation; that the seal affixed to the said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he
signed [his] [her] name thereto by like authority. 
  

	
	 /s/ David E. Schoen

	Notary Public









 Commonwealth of Massachusetts        ) 

Suffolk
County                                     )   
                  ss: 

On the 11th day of December, 2000, before me personally came Earl W. Dennison Jr., to me known, who, being by me duly sworn,
did depose and say that he is a Vice President of State Street Bank and Trust Company of Connecticut, National Association, one of the corporations described in and which executed the above instrument; that he knows the corporate seal of said
corporation; that the seal affixed to the said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he signed his name thereto by like authority. 

 

	
	 /s/ Sandra M. Black

	Notary Public
	Sandra M. Black
	Notary Public
	My Commission Expires November 10, 2006