Disclosures

2. Disclosures • The Voya™ Life Companies and their agents and representatives do not give tax or legal advice. This information is general in nature and not comprehensive, the applicable laws change frequently, and the strategies suggested may not be suitable for everyone. You should seek advice from your tax and legal advisors regarding your individual situation. • These materials are not intended to be used to avoid tax penalties, and were prepared to support the promotion or marketing of the matter addressed in this document. The taxpayer should seek advice from an independent tax advisor. • Life insurance products are issued by ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York (Woodbury, NY) and Security Life of Denver Insurance Company. Within the state of New York, only ReliaStar Life Insurance Company of New York is admitted, and its products issued.All companies are members of the Voya™ family of companies.

3. Today’s competitive business environment • Business owners today are faced with increased competition for talented key executives • Traditional compensation strategies fail: • Short-lived impact • Tax law changes

4. Executive benefits objectives • Executives want to: • Reduce tax burden and defer taxation of income until the income is actually needed • Employers want to: • Provide executives with incentives to remain with the company

5. Uses for nonqualified plans Nonqualified plans can be used: • To recruit, retain, and reward key Executives • To counter “reverse-discrimination” • To provide income tax-deferral for Executives • To act as “Golden Handcuffs” • To recruit, retain, and reward outside board members

6. Nonqualified plans are flexible • Qualified Plans: • Contribution limits • Must be non-discriminatory • Funding & reporting requirements • Penalties for early distributions • Nonqualified Plans: • No contribution limits • Can be offered selectively • Minimal reporting requirements • No penalties for early distributions

7. Customize NQDC plans Select Plan Design Based on Mutually Desired Features

8. Alternative plan designs • NQDC or SERP Arrangements • Split Dollar Loan Arrangements • NQDC/Split Dollar Combo Arrangements • Endorsement Split Dollar Arrangements • Survivor Income DBO Arrangements • Executive Bonus (§ 162) Arrangements • Restricted Executive Bonus Arrangements (REBAs)

9. Factors to consider • Deferral of Income Taxation

10. Factors to consider • Deferral of Income Taxation • Current Tax Deduction

11. Factors to consider • Deferral of Income Taxation • Current Tax Deduction • Supplemental Retirement Income

12. Factors to consider • Deferral of Income Taxation • Current Tax Deduction • Supplemental Retirement Income • Protection from • Employer’s Creditors

13. Factors to consider • Deferral of Income Taxation • Current Tax Deduction • Supplemental Retirement Income • Protection from • Employer’s Creditors • “Golden Handcuffs”

14. Factors to consider • Deferral of Income Taxation • Current Tax Deduction • Supplemental Retirement Income • Protection from • Employer’s Creditors • “Golden Handcuffs” • Income Tax-Free • Retirement Distributions* *Income tax free distributions are achieved by withdrawing to the cost basis (premiums paid) then using policy loans. Loans and withdrawals may generate an income tax liability, reduce available cash value and reduce the death benefit or cause the policy to lapse.

15. Factors to consider • Deferral of Income Taxation • Current Tax Deduction • Supplemental Retirement Income • Protection from • Employer’s Creditors • “Golden Handcuffs” • Income Tax-Free • Retirement Distributions* • Flexibility *Income tax free distributions are achieved by withdrawing to the cost basis (premiums paid) then using policy loans. Loans and withdrawals may generate an income tax liability, reduce available cash value and reduce the death benefit or cause the policy to lapse.

16. Factors to consider • Deferral of Income Taxation • Current Tax Deduction • Supplemental Retirement Income • Protection from • Employer’s Creditors • “Golden Handcuffs” • Income Tax-Free • Retirement Distributions* • Flexibility • Income Tax-Free • Death Benefits *Income tax free distributions are achieved by withdrawing to the cost basis (premiums paid) then using policy loans. Loans and withdrawals may generate an income tax liability, reduce available cash value and reduce the death benefit or cause the policy to lapse.

17. Factors to consider • Deferral of Income Taxation • Current Tax Deduction • Supplemental Retirement Income • Protection from • Employer’s Creditors • “Golden Handcuffs” • Income Tax-Free • Retirement Distributions* • Flexibility • Income Tax-Free • Death Benefits • Cost Recovery *Income tax free distributions are achieved by withdrawing to the cost basis (premiums paid) then using policy loans. Loans and withdrawals may generate an income tax liability, reduce available cash value and reduce the death benefit or cause the policy to lapse.

18. Factors to consider • Deferral of Income Taxation • Current Tax Deduction • Supplemental Retirement Income • Protection from • Employer’s Creditors • “Golden Handcuffs” • Income Tax-Free • Retirement Distributions* • Flexibility • Income Tax-Free • Death Benefits • Cost Recovery • ERISA or “Top Hat” Limitations *Income tax free distributions are achieved by withdrawing to the cost basis (premiums paid) then using policy loans. Loans and withdrawals may generate an income tax liability, reduce available cash value and reduce the death benefit or cause the policy to lapse.

19. Factors to consider • Deferral of Income Taxation • Current Tax Deduction • Supplemental Retirement Income • Protection from • Employer’s Creditors • “Golden Handcuffs” • Income Tax-Free • Retirement Distributions* • Flexibility • Income Tax-Free • Death Benefits • Cost Recovery • ERISA or “Top Hat” Limitations • Ease of Administration *Income tax free distributions are achieved by withdrawing to the cost basis (premiums paid) then using policy loans. Loans and withdrawals may generate an income tax liability, reduce available cash value and reduce the death benefit or cause the policy to lapse.

20. Factors to consider • Deferral of Income Taxation • Current Tax Deduction • Supplemental Retirement Income • Protection from • Employer’s Creditors • “Golden Handcuffs” • Income Tax-Free • Retirement Distributions* • Flexibility • Income Tax-Free • Death Benefits • Cost Recovery • ERISA or “Top Hat” Limitations • Ease of Administration • Balance Sheet Impact *Income tax free distributions are achieved by withdrawing to the cost basis (premiums paid) then using policy loans. Loans and withdrawals may generate an income tax liability, reduce available cash value and reduce the death benefit or cause the policy to lapse.

21. NQDC & SERP Arrangements • Employer promises Executive future benefit (defined contribution or defined benefit) • Employer informally funds promise by purchasing life insurance policy on Executive • At retirement, or at death, Executive receives promised benefit • Arrangement is subject to IRC § 409A

22. NQDC & SERP Arrangements 1 NQDC or SERP Agreement Executive Employer 2 5 3 4 Voya Life Companies

23. NQDC & SERP Arrangements • Advantages • Tax deferral for Executive • Provides source of supplemental • retirement income • “Golden Handcuffs” • Cost recovery available toEmployer • Disadvantages • Subject to § 409A rules • Retirement benefits subject toincome taxes • Funding asset is subject to claimsof Employer’s creditors • Timing of payments must be“fixed” when plan is adopted;no flexibility • Death benefit paid to Executive’ssurvivors subject to income tax* • Subject to ERISA “Top Hat” limitations * The parties could use a split-dollar arrangement to make the death benefits income tax-free. However, economic benefits of the arrangement would create a current tax liability.

24. Split Dollar Loan Arrangements • Executive purchases life insurance policy • Employer pays policy premiums and retains collateral assignment • At retirement, Executive reimburses Employer for premiums paid • Policy’s cash values available to Executive as supplemental retirement income

25. Split Dollar Loan Arrangements 1 Executive Employer Split Dollar Agreement 4 2 3 Voya Life Companies

26. Split Dollar Loan Arrangements • Advantages • May provide a source of supplemental retirement income • Not subject to claims of Employer’s creditors • Tax-preferred retirement benefits • Flexibility on timing of distributions • Death benefit not taxable as income* • Not subject to ERISA “Top Hat” rules • Disadvantages • Imputed Interest taxed as income to Executive • Limited cost recovery availableto Employer *Proceeds from a life insurance policy are generally income tax-free.

27. Endorsement Split Dollar Plans • Employer promises benefit to Executive’s survivors upon his or her death • Employer purchases Life Insurance to fund promised benefit • Executive taxed annually on “economic benefit” or “term costs” • Death benefit is received by Executive’s beneficiaries income tax-free* * Proceeds from an insurance policy are generally income tax free, and if properly structured, may also be free from estate tax.

28. Endorsement Split Dollar Plans 1 Split Dollar Agreement Executive Employer 2 3 2 3 Voya Life Companies IRS

29. Endorsement Split Dollar Plans • Advantages • Cost recovery available to Employer • Avoids ERISA and “Top-Hat” limitations • Simple plan administration • Death benefit received by Executive’s survivors incometax-free* • Disadvantages • No supplemental retirement income provided • No “Golden Handcuffing * Proceeds from an insurance policy are generally income tax free, and if properly structured, may also be free from estate tax.

30. Survivor Income DBO Plans • Employer promises benefit to Executive’s survivors upon his or her death • Employer purchases Life Insurance to fund promised benefit • Death benefit is taxable to Executive’s beneficiaries as Income in Respect of a Decedent (“IRD”)

31. Survivor Income DBO Plans 1 4 DBO Agreement Executive Employer 3 2 Voya Life Companies

32. Survivor Income DBO Plans • Advantages • Cost recovery available to Employer • Not subject to ERISA and“Top-Hat” limitations • Simple plan administration • Disadvantages • No supplemental retirement income provided • No “Golden Handcuffing” • Death benefit paid to Executive’s survivors is taxable income

33. Executive Bonus Plan • Employer makes premium payments on cash valuelife insurance policy ownedby Executive • Premium Payments treated as taxable income to Executive • Executive uses policy assource of retirement supplemental income • Policy provides Executivea death benefit

34. Executive Bonus Plan 1 Executive Employer 4 2 3 Voya Life Companies

35. Executive Bonus Plan • Advantages • Not subject to ERISA • Not subject to NQDC rules • Supplemental retirement income • Flexibility on timing of payments • Death benefit not taxable as income* • Not subject to Employer’s creditors • Disadvantages • Immediate taxation to Executive • No “golden handcuffs” • No cost recovery available to Employer * Proceeds from an insurance policy are generally income tax free, and if properly structured, may also be free from estate tax.

36. Restricted Executive Bonus Arrangement (REBA) • Employer makes taxable premium payments on cash value life insurance policy ownedby Executive • Premium payments treated as taxable income to Executive • Employer and Executive execute restrictive endorsement to policy • Executive uses policy as source of supplemental retirement income • Policy provides Executive adeath benefit

37. Restricted Executive Bonus Arrangement (REBA) 1 3 Executive Employer 5 2 4 Restrictive Endorsement Voya Life Companies

38. Restricted Executive Bonus Arrangement (REBA) • Advantages • Not subject to ERISA • Not subject to NQDC rules • Supplemental retirement benefits • “Golden Handcuffs” • Flexibility on timing of payments • Death benefit not taxable as income* • Not subject to Employer’s creditors • Disadvantages • Immediate taxation to Executive • No cost recovery available to Employer * Proceeds from an insurance policy are generally income tax free, and if properly structured, may also be free from estate tax.

39. The Executive Benefits Wizard can help identify a plan design that works for you.

40. Executive Benefits Wizard

41. Your Voya representative can show how these ideas might work for you. Ask for a proposal customized to fit your situation.