EX-10.50



 Exhibit 10.50 
 [ING Letterhead] 
 Confidential 
 Mr. R.G. Leary 
 [home address] 

 

					
	 Subject: Retention Arrangement
	 		  	Date: January 4, 2010

 Dear Rob, 
 As
announced on 26 October 2009, ING has decided to move toward a full separation of its banking and insurance operations, with a full divestment of the insurance and investment management businesses over time. A number of options are currently
being considered, including initial public offerings (IPOs), divestments or a combination thereof. During this time of uncertainty, ING recognises the importance of reassuring people who are critical to the business and the transition ahead. We want
to ensure that key individuals such as you remain focused and motivated to achieve ING’s key business objectives. Your active engagement in building a strong insurance business during the transition, either by your accomplishment of your set
business objectives or through your active involvement in the due diligence process as part of the divestiture of the ING’s insurance business (Project Mistral), is critical. 
 To demonstrate ING’s appreciation for your contributions and alleviate some of the current uncertainty, you are being provided a retention award subject to the terms and conditions set out below and
in the enclosed Q&A. 
 Under the retention arrangement, which will be provided over the next 22 months, you will receive $ 150,000 subject
to the conditions set forth in this letter and the attached Q & A. This amount will be paid to you on the specified dates in two instalments according to the following schedule: 

30 September 2010: 40% of gross amount mentioned above 
 30 September 2011: 60% of gross amount mentioned above 
 You will receive these payments
under the conditions that you are actively employed by ING on the payment dates mentioned above, and that your most recent annual performance rating prior to a payment date is not less than 4. For purpose of this letter agreement, being actively
employed by ING means that you will not have tendered your resignation or been terminated for cause prior to the payment date. 
 The payments
will appear on your regular pay check for the month September 2010 or September 2011 and will be excluded from earnings eligible for all other compensation and benefits purposes including, but not limited to any annual bonus plans, pension, vacation
allowances, etc. You will be obliged to pay personal income tax on all payments made under the retention arrangement. 

  

					
		  		  	










 Pagina 
 2/2 
  

 Additionally, should you decide to leave ING on a voluntary basis, ING will have no further obligations
to you under the retention arrangement. In case your employment is terminated on an involuntary basis, the retention award will be paid according to the terms and conditions explained in the enclosed Q&A. 

Because of the limited number of people receiving this retention award, we ask that you keep this recognition confidential, except, however, as you may
wish to share with immediate family members or as may be required by law or for your personal financial, estate and tax planning purposes. 

Your signature below indicates that you agree to the provisions described above and in the enclosed Q&A. 

ING values your expertise and experience, and we hope we can continue to count on your commitment during this challenging—but no doubt highly
interesting—period of transition. 
 Regards, 
  

					
	/s/ Tom McInerney	 		 	/s/ Jan Hommen
			
	 Tom McInerney
	 		 	Jan Hommen 06-01-10
			
		 		 	Date:
	 Agreed:
	 		 	
	 Rob Leary
	 		 	
			
	 /s/ Rob Leary
	 		 	January 19, 2010