Exhibit 10.28

 

AMENDMENT NUMBER 2008-1

TO SERVICES AGREEMENT

 

This is Amendment Number 2008-1 (this “Amendment”) to the Services Agreement made January 1, 2001, as amended effective January 1, 2002 and as of December 31, 2007, by and among ING USA Annuity and Life Insurance Company and the affiliated insurance companies specified in Exhibit B to the Services Agreement (or the successors by merger to such affiliated insurance companies) (the “Agreement”).  This Amendment is effective October 1, 2008.  Capitalized terms not defined in this Amendment shall have the meaning ascribed to them in the Agreement.

 

1.      Background:  The parties to the Agreement are affiliates under the common control of ING Groep, N.V. (“ING”) that possess certain resources, including experienced personnel, facilities and equipment, which enable each of them to provide  Services to the other parties to the Agreement.  ING recently acquired 100% of ING Institutional Plan Services, LLC (formerly known as CitiStreet LLC) (“IIPS”). The parties to the Agreement recognize that IIPS also possesses certain resources, including experienced personnel, facilities and equipment which would enable IIPS to provide certain Services to the parties to the Agreement and the parties desire to obtain certain Services from IIPS.  Additionally, IIPS recognizes the resources possessed by the parties to the Agreement and desires to obtaincertain Services from the parties to the Agreement.  Accordingly, each of the parties to the Agreement desire to amend the Agreement to: (i) add IIPS as a party thereto and amend Exhibit B of the Agreement to reflect deletions/additions of parties as a result of mergers and dispositions since the effective date of the Agreement; (ii) specify that expenses incurred and payments received shall be allocated to the Service Provider in conformity with customary insurance accounting practices; (iii) amend section 12 of the Agreement to provide that amendments to the Agreement and certain assignments of the Agreement to affiliates will require approval of domiciliary state insurance departments of each U.S. insurance company Service Provider; and (iv) update the Exhibits of Services to clarify the inclusion of the provision of services with respect to non-insurance products as well as insurance products.    

 

2.      Amendment to Exhibit B of the Agreement.  Exhibit B of the Agreement is hereby deleted and the form of Exhibit B attached to this Amendment is substituted in lieu thereof.

 

3.      Amendment to Section 2(a) of the Agreement.  Section 2(a) of the Agreement is hereby amended by the addition of the following as the final sentence thereof:  “Expenses incurred by the Service Provider and payment received from the Service Provider shall be allocated to the Service Provider in conformity with customary insurance accounting practices.”

 

4.      Amendment to Section 12 of the Agreement.  Section 12 of the Agreement is hereby amended by the addition of the following as the second sentence thereof: “Assignment by any party of all or a portion of its rights and obligations under this Agreement to an affiliate will (i) require the approval of the domiciliary state insurance department of each insurance company that is a party to this Agreement and that will either receive services from, or provide services to, such affiliate assignee; and (ii) be subject to the state insurance holding company act provisions 

 

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