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	ING USA Annuity and Life Insurance Company

909 Locust Street, Des Moines, Iowa 50309






	FUNDING AGREEMENT





	CONTRACT NO.:  	  	RMTN-6  
	OWNER:  	  	ING USA Global Funding Trust 6  
	STATE OF DELIVERY:  	  	Colorado  
	EFFECTIVE DATE:  	  	May 29, 2008  
	INITIAL MATURITY DATE:  	  	As specified in Schedule A, Section II (B)  
	EXPIRATION DATE:  	  	June 19, 2013  
	DEPOSIT:  	  	$1,250,000,015  
	NET DEPOSIT:  	  	$1,247,812,500  



ING USA Annuity and Life Insurance Company (“Insurance Company”) agrees in consideration of its receipt of the Net Deposit, and subject to the conditions and provisions of this Contract, to pay the Contract Payments specified herein.

The conditions and provisions set out on the attached pages form a part of this Contract as fully as if stated over the signatures below.

	Entered into as of the Effective Date.  	  	  	  	  
	  
	ING USA GLOBAL FUNDING TRUST 6  	  	ING USA ANNUITY AND LIFE INSURANCE  
	  	  	COMPANY  	  	  
	By U.S. Bank National Association, not in its  	  	  	  	  
	individual capacity but solely as Trustee of ING  	  	  	  	  
	USA Global Funding Trust 6  	  	  	  	  
	  	  	/s/ Valerie G. Brown  	  	/s/ Joy M. Benner  
	By: /s/ Seth Dodson  	  	President  	  	Secretary  
	Name: Seth Dodson    
	Title: Vice President 	  	By: /s/ Karen Czizik  	  	  
	  	  	Title: Vice President  	  	  
	 	  	  	  	  



This Contract is issued from the Insurance Company's general account. This Contract provides for the payment of certain amounts to the Owner as provided herein. Early Contract terminations may occur only as expressly provided herein, and transfers and sales of this Contract or any interest hereunder are subject to the restrictions set forth herein. The Initial Maturity Date may be extended as described herein up to, but not beyond, the Expiration Date.

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	ARTICLE I

DEFINITIONS





	1.1  	  	“Additional Amounts” shall have the meaning provided in Section 3.6(i).  
	  
	1.2  	  	“Authorized Denominations” shall have the meaning set forth in Schedule A.  
	  
	1.3  	  	“Assignment” means that certain Assignment of Funding Agreement duly executed by the Trust, the  
	  	  	Indenture Trustee, the Insurance Company and the custodian of this Contract, effecting the Collateral  
	  	  	Assignment.  	  	  
	  
	1.4  	  	“Beneficial Note Owner” means a holder or beneficial owner of any Note or Notes.  
	  
	1.5  	  	“Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a  
	  	  	day on which commercial banks are authorized or required by law, regulation or executive order to  
	  	  	close in The City of New York and any day as specified in Schedule A.  
	  
	1.6  	  	“Business Day Convention” means a convention for adjusting any date if it would otherwise fall on a  
	  	  	day that is not a Business Day. The Business Day Convention for purposes of this Contract shall be as  
	  	  	specified in Schedule A and defined herein.  
	  
	  	  	(i)  	  	Following Business Day Convention means that, if a relevant payment date is not a Business  
	  	  	  	  	Day, such date shall be postponed to the first following day that is a Business Day.  
	  
	  	  	(ii)  	  	Modified Following Business Day Convention means that, if a relevant payment date is not a  
	  	  	  	  	Business Day, such date shall be postponed to the first following day that is a Business Day  
	  	  	  	  	unless that day falls in the next calendar month, in which case that date will be the first  
	  	  	  	  	preceding day that is a Business Day.  
	  
	  	  	(iii)  	  	Preceding Business Day Convention means that, if a relevant payment date is not a Business  
	  	  	  	  	Day, such date shall be brought forward to the first preceding day that is a Business Day.  
	  
	  	  	(iv)  	  	FRN Convention or Eurodollar Convention means, for each relevant payment date that is not  
	  	  	  	  	a Business Day, such date shall be postponed to the date which numerically corresponds to  
	  	  	  	  	the preceding relevant payment date in the calendar month which is the Month Count after  
	  	  	  	  	the calendar month in which the preceding relevant date occurred, provided that:  
	  
	  	  	  	  	(a)  	  	if there is no such numerically corresponding day in the calendar month in which any  
	  	  	  	  	  	  	relevant payment date should occur, then the date will be the last day which is a  
	  	  	  	  	  	  	Business Day in that calendar month;  
	  
	  	  	  	  	(b)  	  	if the date would otherwise fall on a day which is not a Business Day, then such date  
	  	  	  	  	  	  	will be the first following day which is a Business Day unless that day falls in the  
	  	  	  	  	  	  	next calendar month, in which case it will be the first preceding day which is a  
	  	  	  	  	  	  	Business Day; and  
	  
	  	  	  	  	(c)  	  	if the preceding relevant payment date occurred on the last day in a calendar month  
	  	  	  	  	  	  	which was a Business Day, then all subsequent such dates will be the last day which  
	  	  	  	  	  	  	is a Business Day in the calendar month which is the specified number of months  
	  	  	  	  	  	  	after the calendar month in which the preceding relevant payment date occurred.  



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	1.7  	  	“Collateral Assignment” means a collateral assignment of the rights and interests in this Contract by  
	  	  	the Trust to the Indenture Trustee.  
	  
	1.8  	  	“Code” means the Internal Revenue Code of 1986, as amended.  
	  
	1.9  	  	“Contract” means this Funding Agreement, including Schedule A attached hereto.  
	  
	1.10  	  	“Contract Payments” means all payments of Deposit and/or Interest and/or Additional Amounts, if  
	  	  	any, to be made to the Owner pursuant to the terms of this Contract, including, without limitation, any  
	  	  	payments made to the Owner in connection with any Repayment Date.  
	  
	1.11  	  	“Currency” means the lawful money of the United States of America (“U.S. Dollars”) or such other  
	  	  	currency that may be specified in Schedule A.  
	  
	1.12  	  	“Day Count Convention” means, in respect of the calculation of an amount of Interest for any Interest  
	  	  	Period, the Day Count Convention specified for purposes of this Contract in Schedule A and defined  
	  	  	herein.  	  	  
	  
	  	  	(i)  	  	Actual/365 or Actual/Actual means the actual number of days in the Interest Period divided  
	  	  	  	  	by 365 (or, if any portion of the Interest Period falls in a leap year, the sum of (A) the actual  
	  	  	  	  	number of days in that portion of the Interest Period falling in a leap year divided by 366 and  
	  	  	  	  	(B) the actual number of days in that portion of the Interest Period falling in a non-leap year  
	  	  	  	  	divided by 365).  
	  
	  	  	(ii)  	  	Actual/365 (FIXED) means the actual number of days in the Interest Period divided by 365.  
	  
	  	  	(iii)  	  	Actual/360 means the actual number of days in the Interest Period divided by 360.  
	  
	  	  	(iv)  	  	30/360 means the number of days in the Interest Period divided by 360 (the number of days to  
	  	  	  	  	be calculated on the basis of a year of 360 days with twelve 30-day months (unless (i) the last  
	  	  	  	  	day of the Interest Period is the 31st day of a month and the first day of the Interest Period is a  
	  	  	  	  	day other than the 30th or 31st day of a month, in which case the month that includes that last  
	  	  	  	  	day shall not be considered to be shortened to a 30-day month, or (ii) the last day of the  
	  	  	  	  	Interest Period is the last day of the month of February, in which case the month of February  
	  	  	  	  	shall not be considered to be lengthened to a 30-day month)).  
	  
	1.13  	  	“Deposit” means the principal amount which is scheduled to be paid by the Insurance Company to the  
	  	  	Owner on the Expiration Date or such earlier date this Contract is terminated, subject to any scheduled  
	  	  	payment of all or a portion thereof as provided in Section 3.7(ii) and any pre-payment of such amount  
	  	  	prior to the Expiration Date and to adjustment of such principal amount pursuant to Section 3.1(ii).  
	  
	1.14  	  	“Effective Date” means the date on which the rights and obligations of the Owner and the Insurance  
	  	  	Company take effect. The Effective Date for this Contract is as stated on Page 1.  
	  
	1.15  	  	“Event of Default” means the occurrence of one or any combination of the following:  
	  
	  	  	(i)  	  	Any payment of Interest, premium (if applicable) or Additional Amount (if any) under this  
	  	  	  	  	Contract has not been paid within seven (7) Business Days of the date such payment is due  
	  	  	  	  	and payable.  



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	  	  	(ii)  	  	Any payment of the Deposit under this Contract has not been paid within one (1) Business  
	  	  	  	  	Day of the date such payment is due and payable.  
	  
	  	  	(iii)  	  	(a) A court having jurisdiction in the premises has entered a decree or order for relief in  
	  	  	  	  	respect of the Insurance Company in an involuntary case under any applicable bankruptcy,  
	  	  	  	  	insolvency or other similar law now or hereafter in effect of the United States of America or  
	  	  	  	  	any other applicable jurisdiction, which decree or order is not stayed; or any other similar  
	  	  	  	  	relief has been granted under any applicable law; or (b) an insolvency case has been  
	  	  	  	  	commenced against the Insurance Company under any applicable bankruptcy, insolvency or  
	  	  	  	  	other similar law now or hereafter in effect of the United States of America or any other  
	  	  	  	  	applicable jurisdiction; or a decree or order of a court having jurisdiction in the premises for  
	  	  	  	  	the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer  
	  	  	  	  	having similar powers over the Insurance Company, or over all or a substantial part of its  
	  	  	  	  	property, has been entered; or there has occurred the involuntary appointment of an interim  
	  	  	  	  	receiver, trustee or other custodian of the Insurance Company for all or a substantial part of its  
	  	  	  	  	property; or a court having jurisdiction in the premises has entered a decree or order declaring  
	  	  	  	  	the dissolution of the Insurance Company; or a warrant of attachment, execution or similar  
	  	  	  	  	process has been issued against any substantial part of the property of the Insurance Company  
	  	  	  	  	and any such event described in this clause (iii) has not been dismissed within sixty (60) days.  
	  
	  	  	(iv)  	  	(a) The Insurance Company has an order for relief entered with respect to it or commences a  
	  	  	  	  	voluntary case under any applicable bankruptcy, insolvency or other similar law now or  
	  	  	  	  	hereafter in effect of the United States of America or any other applicable jurisdiction, or  
	  	  	  	  	consents to the entry of an order for relief in an involuntary case, or to the conversion of an  
	  	  	  	  	involuntary case to a voluntary case, under any such law, or consents to the appointment of or  
	  	  	  	  	taking possession by a receiver, trustee or other custodian for all or a substantial part of its  
	  	  	  	  	property; or the Insurance Company makes any assignment for the benefit of creditors; or (b)  
	  	  	  	  	the Insurance Company fails or is unable, or the Insurance Company admits in writing its  
	  	  	  	  	inability, to pay its debts as such debts become due; or the Board of Directors of the Insurance  
	  	  	  	  	Company adopts any resolution or otherwise authorizes any action to approve or for the  
	  	  	  	  	purpose of effecting any of the actions referred to in this clause (iv).  
	  
	1.16  	  	“Expiration Date” means the date specified on Page 1, which is the date on which this Contract is  
	  	  	scheduled to terminate or, if such day is not a Business Day, the immediately preceding Business Day.  
	  
	1.17  	  	“Fixed Rate Note” means any Note that bears interest at a fixed rate.  
	  
	1.18  	  	“Floating Rate Note” means any Note that bears interest at a floating rate.  
	  
	1.19  	  	“Guaranteed Fund” means the book value account established by the Insurance Company in its  
	  	  	accounting records for this Contract. The Guaranteed Fund reflects credit and debit transactions under  
	  	  	this Contract as provided in Section 2.1.  
	  
	1.20  	  	“Indenture Trustee” means the indenture trustee for the Notes.  
	  
	1.21  	  	“Initial Maturity Date” means the date(s) specified in Schedule A.  
	  
	1.22  	  	“Insurance Company” means ING USA Annuity and Life Insurance Company.  
	  
	1.23  	  	“Interest” means the earnings, if any, for this Contract calculated and accrued pursuant to Article II.  



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	1.24  	  	“Interest Period” means the period(s) specified in Schedule A.  
	  
	1.25  	  	“Interest Rate” means the rate(s) specified in Schedule A, or determined in accordance with the  
	  	  	provisions therein, at which Interest is to be earned under this Contract; provided, however, that if this  
	  	  	Contract is non-interest bearing the Interest Rate shall equal “0.00%”.  
	  
	1.26  	  	“IRS” means the Internal Revenue Service.  
	  
	1.27  	  	“Maturity Date” means the earlier to occur of (i) the Expiration Date, (ii) the date on which the  
	  	  	balance of the Deposit remaining in the Guaranteed Fund and any other amounts due and owing under  
	  	  	this Contract are paid to the Owner, or (iii) such other date on which this Contract is terminated in its  
	  	  	entirety in accordance with the provisions of Article IV.  
	  
	1.28  	  	“Month Count” means the number of months specified in Schedule A.  
	  
	1.29  	  	“Net Deposit” means the Net Deposit amount set out on Page 1.  
	  
	1.30  	  	“Note” means any note of indebtedness issued by the Trust and secured by this Contract.  
	  
	1.31  	  	“Owner” means the Owner designated on Page 1 as the Owner of this Contract on the Effective Date,  
	  	  	or such other party to whom this Contract is later transferred or collaterally assigned in accordance  
	  	  	with the provisions in Article V.  
	  
	1.32  	  	“Principal Financial Centers” means the financial center(s) specified in Schedule A.  
	  
	1.33  	  	“Repayment Date” means the date(s) specified in Schedule A for repayment to the Owner of part or all  
	  	  	of the Deposit as set forth therein, as the same may be adjusted in accordance with the Business Day  
	  	  	Convention.  
	  
	1.34  	  	“Securities Act” means the Securities Act of 1933, as amended.  
	  
	1.35  	  	“Specifications” means the terms specific to and that shall govern this Contract, as listed on Schedule  
	  	  	A.  
	  
	1.36  	  	“Taxes” means any present or future taxes, duties, levies, assessments, or other governmental charges  
	  	  	of whatever nature imposed or levied by or on behalf of any governmental authority in the United  
	  	  	States having power to tax.  
	  
	1.37  	  	“Trust” means ING USA Global Funding Trust 6.  
	  
	1.38  	  	“Trust Tax Event” means that the Insurance Company has received an opinion of independent legal  
	  	  	counsel stating in effect that as a result of (a) any amendment to, or change (including any announced  
	  	  	prospective change) in, the laws (or any regulations thereunder) of the United States or any political  
	  	  	subdivision or taxing authority thereof or therein or (b) any amendment to, or change in, an  
	  	  	interpretation or application of any such laws or regulations by any governmental authority in the  
	  	  	United States, which amendment or change is enacted, promulgated, issued or announced on or after  
	  	  	the Effective Date of this Contract, there is more than an insubstantial risk that (i) the Trust is, or will  
	  	  	be within 90 days of the date thereof, subject to United States federal income tax with respect to  
	  	  	Interest accrued or received pursuant to this Contract or (ii) the Trust is, or will be within 90 days of  
	  	  	the date thereof, subject to more than a de minimis amount of taxes, duties or other governmental  
	  	  	charges.  



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1.39 “Withholding Tax Event” means that (a) the Insurance Company has received an opinion of independent legal counsel stating in effect that as a result of (i) any amendment to, or change (including any announced prospective change) in, the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein or (ii) any amendment to, or change in, an interpretation or application of any such laws or regulations by any governmental authority in the United States, which amendment or change is enacted, promulgated, issued or announced on or after the Effective Date of this Contract, a material probability exists that the Insurance Company will be required to pay additional amounts to the Trust to reflect any required withholding or deduction under this Contract, or (b) as a result of (i) any amendment to, or change (including any announced prospective change) in, the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein or (ii) any amendment to, or change in, an interpretation or application of any such laws or regulations by any governmental authority in the United States, which amendment or change is enacted, promulgated, issued or announced on or after the Effective Date of this Contract, the Insurance Company is required to pay additional amounts to the Trust to reflect any required withholding or deduction under this Contract. 

Capitalized terms used herein but not otherwise defined shall have the meaning set forth in Schedule A hereto.


	ARTICLE II

ESTABLISHMENT AND MAINTENANCE OF

GUARANTEED FUND





2.1 Establishment of Guaranteed Fund

Provided the Net Deposit is received by the Insurance Company on the Effective Date, the Insurance Company shall establish the Guaranteed Fund as of such date. Upon receipt of the Net Deposit, an amount equal to the Deposit shall be credited to the Guaranteed Fund. Interest shall be credited to the Guaranteed Fund on the date such Interest is earned in accordance with Schedule A. Each Contract Payment shall be deducted from the Guaranteed Fund on the date it is paid. Unless otherwise specified in Schedule A, the balance of the Guaranteed Fund at any given time shall equal the Deposit less the amount of any adjustments to the principal amount of the Deposit pursuant to Section 3.1(ii), plus Interest earned and credited thereon, less Contract Payments made, if any, other than pursuant to Section 3.1(ii) .


	ARTICLE III

PROCEDURE FOR PAYOUT





3.1 Contract Payments

(i) Contract Payments shall be paid to the Owner on the Interest Payment Dates specified in Schedule A, if any, and the Repayment Dates. All monies payable to or by the Insurance Company under this Contract shall be made via wire transfer in immediately available funds or other mutually agreed upon method in the Currency. The amount of the Contract Payment for an Interest Payment Date shall include accrued but previously unpaid Interest plus any Additional Amounts which may be due and owing at such time. If an Interest Payment Date

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	  	  	is also a Repayment Date, the Contract Payment will include the portion of the Deposit  
	  	  	scheduled to be repaid on such date plus Interest accrued but not previously paid in  
	  	  	accordance with Schedule A. If a Repayment Date is not also an Interest Payment Date, the  
	  	  	Contract Payment will include the portion of the Deposit scheduled to be repaid on such date  
	  	  	plus any Additional Amounts which may be due and owing at such time, but will not include  
	  	  	any accrued but previously unpaid Interest; provided, however, that if on the Repayment Date,  
	  	  	a percentage of the balance of the Guaranteed Fund is specified in Schedule A to be paid to  
	  	  	the Owner, then such payment will include a pro rata portion of Interest and the Deposit. If  
	  	  	an Interest Payment Date and/or a Repayment Date is also the Maturity Date, the Contract  
	  	  	Payment will equal (a) the balance of the Guaranteed Fund on that date, plus (b) Additional  
	  	  	Amounts which may be due and owing at that time, if any. Concurrent with the Insurance  
	  	  	Company making such Contract Payment on the Maturity Date, all rights and obligations  
	  	  	under this Contract shall terminate.  
	  
	(ii)  	  	In addition to the scheduled payments set forth in Section 3.1(i) and Section 3.7, in the event  
	  	  	that the Trust purchases some or all of the Notes in the open market (or otherwise) with the  
	  	  	prior written consent of the Insurance Company as to both the making of such purchase and  
	  	  	the purchase price to be paid for such Notes (such right of consent to be exercised in the  
	  	  	Insurance Company’s sole discretion), a Contract Payment equal to such portion (or the  
	  	  	entirety) of the current balance of the Deposit in the Guaranteed Fund as may be necessary to  
	  	  	fund the purchase of such Notes shall be paid to or at the direction of the Trust on such date  
	  	  	or dates to which the Trust and the Insurance Company may agree. Upon such payment, the  
	  	  	balance of the Deposit shall be reduced (a) with respect to any purchase of Fixed Rate Notes  
	  	  	or Floating Rate Notes by the Trust, by an amount equal to the aggregate principal amount of  
	  	  	the Notes as purchased (or the portion thereof applicable to this Contract), and (b) with  
	  	  	respect to any purchase of Notes other than Fixed Rate Notes or Floating Rate Notes by the  
	  	  	Trust, by an amount to be agreed between the Trust and the Insurance Company to reflect  
	  	  	such Contract Payment under this Contract.  
	  
	(iii)  	  	If a Contract Payment is not made as scheduled due to the closure, for any reason, of the wire  
	  	  	transfer system(s) or financial market(s) in one or more Principal Financial Centers, that  
	  	  	Contract Payment shall be paid on the first Business Day thereafter that the relevant systems  
	  	  	and markets are open. In the event a Contract Payment is so delayed, the total dollar amount  
	  	  	of the delayed Contract Payment when paid shall remain unchanged and shall include only  
	  	  	such amounts of Interest and Deposit as were originally included in that payment, with  
	  	  	subsequent scheduled Contract Payments also unchanged by the delay.  
	  
	(iv)  	  	Notwithstanding any provision in this Contract which may be to the contrary, no adjustments  
	  	  	will be made to amounts owed hereunder if a Contract Payment is delayed as a result of the  
	  	  	Owner's failure to provide complete and accurate wire transfer instructions to the Insurance  
	  	  	Company.  
	  
	(v)  	  	Contract Payments will be computed on a book value basis (i.e. deposits to this Contract, plus  
	  	  	accrued Interest, less previous Contract Payments, if any),without adjustment for investment  
	  	  	gain or loss.  
	  
	(vi)  	  	Unless a different Business Day Convention is specified in Schedule A with regard to  
	  	  	certain Contract Payments, all Contract Payments shall be subject to the Business Day  
	  	  	Convention specified in Section I of Schedule A.  



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	3.2  	  	Optional Redemptions or Repayments  
	  
	  	  	If so specified in Schedule A and subject to any restrictions provided therein, the Insurance  
	  	  	Company shall pay to the Owner one or more Contract Payments in an amount sufficient to  
	  	  	redeem or repay the Notes backed by this Contract, pursuant to any limited right of redemption or  
	  	  	repayment contained in such Notes. The Insurance Company may require reasonable evidence  
	  	  	that the redemption or payment request satisfies all of the terms and conditions described in the  
	  	  	prospectus, prospectus supplement and/or pricing supplement applicable to such Note(s).  
	  
	3.3  	  	Contract Pre-Payments  
	  
	  	  	Except as otherwise provided herein and as may be specified in Schedule A, there shall be no pre-  
	  	  	payments or other unscheduled withdrawals of funds under this Contract.  
	  
	3.4  	  	Surrender Value  
	  
	  	  	This Contract may not be surrendered nor will any funds be paid to the Owner under this Contract  
	  	  	except in accordance with the terms hereof.  
	  
	3.5  	  	No Loans  	  	  
	  
	  	  	The Insurance Company will not make any loans on the security of this Contract.  
	  
	3.6  	  	Additional Amounts  
	  
	  	  	(i)  	  	All payments due to be made by the Insurance Company to the Owner under the terms of this  
	  	  	  	  	Contract will be made without any withholding or deduction for or on account of any Taxes  
	  	  	  	  	(such withholdings or deductions referred to as “Additional Amounts”) unless the Insurance  
	  	  	  	  	Company has specified in Schedule A that they have agreed to pay Additional Amounts or  
	  	  	  	  	such withholding or deduction is required by law. Subject to Section 4.3, if such withholding  
	  	  	  	  	or deduction is required by law and the Insurance Company has specified in Schedule A that  
	  	  	  	  	they have agreed to pay Additional Amounts, the Insurance Company will pay such  
	  	  	  	  	Additional Amounts as may be required so that the amount received by the Trust or a  
	  	  	  	  	Beneficial Note Owner under its Note(s), as applicable (net of any such withholding or  
	  	  	  	  	deduction under this Contract or any Note(s)), will equal the amount that would have been  
	  	  	  	  	paid under this Contract or under any such Note(s), as the case may be, had no such deduction  
	  	  	  	  	or withholding been required.  
	  
	  	  	(ii)  	  	Notwithstanding anything herein to the contrary, the Insurance Company shall not be required  
	  	  	  	  	to make any payment of any Additional Amounts in accordance with Section 3.6(i) for or on  
	  	  	  	  	account of:  
	  
	  	  	  	  	(a)  	  	any Taxes imposed which would not have been imposed but for the existence of  
	  	  	  	  	  	  	(1) any present or former connection between the Trust or a Beneficial Note Owner  
	  	  	  	  	  	  	and the United States, including, without limitation, being or having been a citizen or  
	  	  	  	  	  	  	resident thereof, or being or having been present therein or engaged in a trade or  
	  	  	  	  	  	  	business therein, or (2) the Trust's or such Beneficial Note Owner’s status as  
	  	  	  	  	  	  	incorporated therein, or having or having had a permanent establishment therein, or  
	  	  	  	  	  	  	being or having been a controlled foreign corporation, a personal holding company, a  
	  	  	  	  	  	  	passive foreign investment company, a corporation that has accumulated earnings to  



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	  	  	  	  	  	  	avoid United States federal income tax or a private foundation or other tax-exempt  
	  	  	  	  	  	  	organization, or being or having been an actual or constructive owner of 10% or more  
	  	  	  	  	  	  	of the total combined voting power of all shares of the Insurance Company;  
	  
	  	  	  	  	(b)  	  	any Taxes imposed which would not have been imposed but for the presentation by  
	  	  	  	  	  	  	the Trust of this Contract or by a Beneficial Note Owner of any related Note(s) to the  
	  	  	  	  	  	  	Trust (where presentation is required) for payment on a date more than 30 days after  
	  	  	  	  	  	  	the date on which such payment becomes due and payable or the date on which  
	  	  	  	  	  	  	payment is duly provided for, whichever occurs later, except to the extent the Trust or  
	  	  	  	  	  	  	the Beneficial Note Owner would have been entitled to Additional Amounts had this  
	  	  	  	  	  	  	Contract or the Note(s), as the case may be, been presented on the last day of such  
	  	  	  	  	  	  	period of 30 days;  
	  
	  	  	  	  	(c)  	  	any Taxes which are imposed or withheld solely by reasons of the failure of the Trust  
	  	  	  	  	  	  	or a Beneficial Note Owner to comply with certification, identification or information  
	  	  	  	  	  	  	reporting requirements concerning the nationality, residence, identity or connection  
	  	  	  	  	  	  	with the United States of the Trust or Beneficial Note Owner, if compliance is  
	  	  	  	  	  	  	required by statute, by regulation of the United States Treasury Department, by  
	  	  	  	  	  	  	judicial or administrative interpretation of such statute or regulation or by an  
	  	  	  	  	  	  	applicable income tax treaty to which the United States is a party as a precondition to  
	  	  	  	  	  	  	exemption from such Taxes;  
	  
	  	  	  	  	(d)  	  	any inheritance, gift, estate, personal property, sales or transfer Taxes;  
	  
	  	  	  	  	(e)  	  	any Taxes that are payable otherwise than by withholding from payments in respect  
	  	  	  	  	  	  	of this Contract or the related Notes;  
	  
	  	  	  	  	(f)  	  	any Taxes which are imposed by reason of the Trust or a Beneficial Note Owner  
	  	  	  	  	  	  	being or having been a bank for United States federal income tax purposes whose  
	  	  	  	  	  	  	receipt of interest on the Notes is described in section 881(c)(3)(A) of the Code;  
	  
	  	  	  	  	(g)  	  	any Taxes imposed by reason of payments on this Contract or the related Notes being  
	  	  	  	  	  	  	treated as contingent interest described in section 871(h)(4) of the Code;  
	  
	  	  	  	  	(h)  	  	any Taxes that would not have been imposed but for an election by the Trust or a  
	  	  	  	  	  	  	Beneficial Note Owner the effect of which is to make payment in respect of the Notes  
	  	  	  	  	  	  	subject to United States federal income tax;  
	  
	  	  	  	  	(i)  	  	any tax, duty, levy, assessment or governmental charge of any taxing authority other  
	  	  	  	  	  	  	than the United States, any political subdivision thereof or any authority or agency  
	  	  	  	  	  	  	therein or thereof having the power to tax; or  
	  
	  	  	  	  	(j)  	  	any combination of items (a), (b), (c), (d), (e), (f), (g), (h) and (i) above.  
	  
	  
	3.7  	  	Extension of Initial Maturity Date  
	  
	  	  	(i)  	  	Subject to the following conditions, to the extent corresponding elections to extend the  
	  	  	  	  	maturity of all or a portion of the Notes are made by the holders thereof, the Owner shall  
	  	  	  	  	elect, on an Election Date specified in Schedule A, to extend the Initial Maturity Date of this  
	  	  	  	  	Contract with respect to all or a corresponding portion of the Deposit, (in Authorized  



	3012FA-MTN                                                     	  	Page 9  	  	(RMTN-6)  








	  	  	  	  	Denominations) so that the maturity of the Contract with respect to the entire Deposit or such  
	  	  	  	  	portion thereof, as applicable, will be extended to the date which is 366 calendar days from  
	  	  	  	  	and including the 19th calendar day of the next succeeding month following each Election  
	  	  	  	  	Date. Such extended Initial Maturity Date shall be a Repayment Date and the Contract  
	  	  	  	  	Payment made on such Repayment Date will equal the applicable Deposit amount plus all  
	  	  	  	  	accrued, but previously unpaid, Interest thereon plus Additional Amounts, if any.  
	  
	  	  	  	  	(a)  	  	The Owner must deliver to the Insurance Company an election notice on the  
	  	  	  	  	  	  	applicable Election Date, which election notice will be irrevocable.  
	  
	  	  	  	  	(b)  	  	The Initial Maturity Date may be extended with respect to all or any portion of the  
	  	  	  	  	  	  	Deposit in Authorized Denominations.  
	  
	  	  	  	  	(c)  	  	Notwithstanding clause (a) above, if the Owner fails to make an election as described  
	  	  	  	  	  	  	in clause (i) above, and the holders of the Notes have made elections to extend the  
	  	  	  	  	  	  	then-current maturity of all or a portion of the Notes, the Initial Maturity Date (or any  
	  	  	  	  	  	  	later date to which the Initial Maturity Date has been extended) shall be deemed to be  
	  	  	  	  	  	  	extended with respect to a corresponding portion of the Deposit in the same manner  
	  	  	  	  	  	  	as described in clause (i) above.  
	  
	  	  	(ii)  	  	If, on an applicable Election Date, the Owner does not notify the Insurance Company as  
	  	  	  	  	provided in Section 3.7(i) that it is electing to extend the Initial Maturity Date (or any later  
	  	  	  	  	date to which the Initial Maturity Date has been extended) or notifies the Insurance Company  
	  	  	  	  	that it is extending the Initial Maturity Date (or any later date to which the Initial Maturity  
	  	  	  	  	Date has been extended) with respect to only a portion of the Deposit, such portion of the  
	  	  	  	  	Deposit for which the Initial Maturity Date has not been extended will become due and  
	  	  	  	  	payable on the applicable Repayment Date.  
	  
	  
	ARTICLE IV 
	  
	TERMINATIONS 
	  
	4.1  	  	Termination Prior to the Expiration Date  
	  
	  	  	This Contract may be terminated prior to the Expiration Date only as provided in this Article IV and as  
	  	  	may be provided in Schedule A. In the event such termination occurs, the balance in the Guaranteed  
	  	  	Fund plus Additional Amounts that may be due and owing as of the date of such termination, if any,  
	  	  	shall become immediately due and payable to the Owner. All rights and obligations under this  
	  	  	Contract will terminate concurrently with the payment of such amounts to the Owner.  
	  
	4.2  	  	Termination for Default Event  
	  
	  	  	(i)  	  	This Contract will terminate automatically if an Event of Default specified in Section 1.15(iii)  
	  	  	  	  	or 1.15(iv) occurs.  
	  
	  	  	(ii)  	  	Upon the occurrence of an Event of Default specified in Section 1.15(i) or 1.15(ii), the Owner  
	  	  	  	  	shall have the right to terminate this Contract by giving prior written notice to the Insurance  
	  	  	  	  	Company.  



	3012FA-MTN                                                   	  	               Page 10  	  	(RMTN-6)  








	4.3  	  	Termination for Withholding Tax Event  
	  
	  	  	Upon the occurrence of a Withholding Tax Event, the Insurance Company may terminate this Contract  
	  	  	by giving not less than thirty (30) days and no more than sixty (60) days prior written notice to the  
	  	  	Owner.  
	  
	4.4  	  	Termination for Trust Tax Event  
	  
	  	  	Upon the occurrence of a Trust Tax Event, the Insurance Company may terminate this Contract by  
	  	  	giving not less than thirty-five (35) days and no more than sixty (60) days prior written notice to the  
	  	  	Owner.  
	  
	4.5  	  	Termination Prior to the Expiration Date upon Pre-Payment  
	  
	  	  	This Contract will terminate automatically upon the Insurance Company making a Contract Payment  
	  	  	to the Owner prior to the Expiration Date in accordance with Section 3.1(ii), Section 3.7(ii) or any  
	  	  	optional redemption or pre-payment provisions set forth in Schedule A or on any Repayment Date, if  
	  	  	such Contract Payment is equal to the balance of the Guaranteed Fund as of such date, plus Additional  
	  	  	Amounts, if any, that may be due and owing at that time.  
	  
	4.6  	  	Termination on Expiration Date  
	  
	  	  	Unless terminated prior to the Expiration Date as provided above, this Contract will terminate  
	  	  	automatically on the Expiration Date concurrently with the Insurance Company making a Contract  
	  	  	Payment to the Owner equal to the balance of the Guaranteed Fund as of the Expiration Date, plus  
	  	  	Additional Amounts, if any, that may be due and owing as of the Expiration Date. All rights and  
	  	  	obligations under this Contract will terminate upon the Insurance Company’s payment in full of that  
	  	  	Contract Payment.  
	  
	  
	  
	ARTICLE V 
	  
	MISCELLANEOUS 
	  
	5.1  	  	Entire Contract  
	  
	  	  	(i)  	This Contract, including Schedule A, any rider, endorsement, exhibit, or amendment that may  
	  	  	  	be attached hereto, constitutes the final and entire agreement between the Insurance Company  
	  	  	  	and the Owner. There are no promises or obligations other than those contained herein.  
	  
	  	  	(ii)  	The Insurance Company may issue this Contract as duplicate originals. Originals so issued  
	  	  	  	shall constitute the same contract and the Insurance Company's obligations shall not be  
	                             increased or expanded because of the issuance of the duplicate originals. 
	  
	5.2  	  	Supplemental Agreements  
	  
	  	  	Within ninety (90) days of the date of issuance of this Contract, the Insurance Company may (i) issue  
	  	  	to the Owner one or more additional funding agreements and may provide in any such additional  
	  	  	funding agreement that any such additional funding agreement shall constitute part of the same  



	3012FA-MTN                                               	  	Page 11  	  	(RMTN-6)  








	  	  	obligation of the Insurance Company as this Contract or (ii) increase the Deposit, Net Deposit and  
	  	  	Guaranteed Fund and any other applicable funds on balance under this Contract by written agreement  
	  	  	with the Trust (any such additional funding agreement or written agreement, a “Supplemental  
	  	  	Agreement”), and such Supplemental Agreement shall be subject to the same terms and conditions of  
	  	  	this Contract (including those set forth in Schedule A), except that the Effective Date, the Deposit, the  
	  	  	Net Deposit, and any other applicable funds on balance under this Contract and the date and amount  
	  	  	of the first Interest payment, if any, may be different with respect to such Supplemental Agreement;  
	  	  	provided that the issuance of such Supplemental Agreement will satisfy the conditions of Treasury  
	  	  	Regulation Section 1.1275-2(k)(2)(ii) and will constitute a “Qualified Reopening” under Treasury  
	  	  	Regulation Section 1.1275-2(k)(3)(ii) (without regard to subparagraph (A) thereof).  
	  
	5.3  	  	Assignments and Transfers  
	  
	  	  	This Contract and any right, title or interest in, to or under this Contract (including, without limitation,  
	  	  	any right to receive payments) may not be assigned, sold or otherwise transferred except upon prior  
	  	  	mutual written consent of the Owner and the Insurance Company. Assignments, Collateral  
	  	  	Assignments, sales or other transfers by the Owner (a) may be made only to U.S. Persons (as defined  
	  	  	in Section 7701(a)(30) of the Code), (b) will be effective only after they are recorded on the book  
	  	  	entry system maintained by the Insurance Company within the meaning of United States Treasury  
	  	  	Regulation Section 1.871-14(c)(1)(i), (c) must be registered or fall within an available exemption from  
	  	  	registration of this Contract as a security under the Securities Act and must be conducted in  
	  	  	accordance therewith, and (d) will only be effective and recorded in the Insurance Company’s book  
	  	  	entry system after the Insurance Company receives from the proposed owner or assignee such  
	  	  	certificates, documentation and opinions as the Insurance Company may reasonably request; provided,  
	  	  	however, that for purposes of a Collateral Assignment by the Trust to the Indenture Trustee, such  
	  	  	certificates, documentation and opinions shall be limited to (i) the Assignment and (ii) if requested by  
	  	  	the Insurance Company, a completed and duly executed IRS Form W-9 or such other IRS forms as the  
	  	  	Insurance Company, upon the advice of its counsel, is required to obtain from the Indenture Trustee.  
	  	  	In addition to the foregoing, the Indenture Trustee must agree to provide to the Insurance Company as  
	  	  	of the date of the Assignment, or within ten (10) Business Days following such date, complete written  
	  	  	wire transfer instructions for the account to which the Contract Payments are to be delivered and  
	  	  	appropriate contact information for the delivery of notices or other information to and for contacting  
	  	  	the Indenture Trustee.  
	  
	5.4  	  	Directions and Information  
	  
	  	  	The Insurance Company shall be entitled to rely and act solely on the reports, directions, proofs,  
	  	  	notices, elections and other information furnished to it by the Owner or the Owner’s agent, which shall  
	  	  	be conclusive and binding as to all persons or entities claiming an interest hereunder.  
	  
	5.5  	  	Notice  	  	  
	  
	  	  	All notices and other communications given or made pursuant hereto shall be in writing and shall be  
	  	  	deemed to have been given or made upon delivery in person or by registered or certified mail (postage  
	  	  	prepaid, return receipt requested), by overnight courier service (charges prepaid) or by confirmed  
	  	  	facsimile, to the following addresses:  
	  
	  	  	                   (a)  	  	if to the Owner, to:  
	  
	  	  	  	  	ING USA Global Funding Trust 6  
	  	  	  	  	c/o U.S. Bank National Association  



	3012FA-MTN                                              	  	Page 12  	  	(RMTN-6)  









	 	
Attn: Corporate Trust Services

950 17th Street, Suite 300

Denver, CO 80202



Fax: (303) 585-6865



With a copy to:



ING USA Global Funding Trust 6

c/o U.S. Bank National Association

Corporate Trust Services

209 S. LaSalle Street, Suite 300

Chicago, Illinois 60604

Attention: Patricia Child, VP

Telephone: (312) 325-8902

Facsimile: (212) 325-8905



and,



Citibank, N.A.

Agency & Trust

388 Greenwich Street, 14th Floor

New York, New York 10013

Attention: Nancy Forte 



Fax: (212) 816-5527







	(b)  	  	if to the Insurance Company, to:  
	  
	  	  	ING USA Annuity and Life Insurance Company  
	  	  	c/o ING Institutional Markets  
	  	  	1290 Broadway  
	  	  	Denver, CO 80203-5699  
	  
	  	  	Fax:  	  	(303) 860-2690  



Either party hereto may change its address for purposes of receiving notices and other communications by providing a notice to the other party as required herein.

	5.6  	  	Non-Waiver of Contract Provisions  
	  
	  	  	Failure of the Insurance Company or the Owner to enforce any provision of this Contract at any  
	  	  	particular time or in any particular circumstances shall not operate to waive or modify such provision,  
	  	  	nor shall it in any manner render such provision unenforceable at any other time or to any other  
	  	  	occurrence, whether or not the circumstances are the same.  
	  
	5.7  	  	Status of Guaranteed Fund  
	  
	  	  	All monies under this Contract shall be part of the general corporate funds of the Insurance Company.  



	3012FA-MTN                                                  	  	Page 13  	  	(RMTN-6)  








	5.8  	  	Ownership  	  	  
	  
	  	  	Subject to any statutory restrictions, the Owner shall have and exercise all rights, powers and  
	  	  	privileges under this Contract. Nothing in this Contract shall confer any rights whatsoever to any third  
	  	  	party, nor shall any of its terms be enforceable by any third party who is not a party to this Contract,  
	  	  	except as otherwise agreed by the Insurance Company in writing.  
	  
	5.9  	  	Non-Participating  
	  
	  	  	This Contract shall not participate or share in the earnings of the Insurance Company.  
	  
	5.10  	  	Effect of Signature & Limitation of Liability  
	  
	  	  	It is expressly understood and agreed by the parties hereto that (a) this Contract is executed and  
	  	  	delivered by U.S. Bank National Association, not individually or personally but solely as trustee of the  
	  	  	Trust, in the exercise of the powers and authority conferred and vested in it, (b) each of the  
	  	  	representations, undertakings and agreements herein made on the part of the Trust, as Owner, is made  
	  	  	and intended not as personal representations, undertakings and agreements by U.S. Bank National  
	  	  	Association, but for the purposeis made and intended  of binding only the Trust, (c) nothing herein  
	  	  	contained shall be construed as creating any liability on U.S. Bank National Association, individually  
	  	  	or personally, to perform any covenant, either expressed or implied, contained herein, all such liability,  
	  	  	if any, being expressly waived by the parties hereto and by any person claiming by, through or under  
	  	  	the parties hereto and (d) except as otherwise may be expressly provided under the terms of that  
	  	  	certain Trust Agreement establishing the Trust, under no circumstances shall U.S. Bank National  
	  	  	Association be personally liable for the payment of any indebtedness or expenses of the Trust under  
	  	  	this Agreement.  	  	  
	  
	5.11  	  	Amendment  	  	  
	  
	  	  	The Owner and the Insurance Company may mutually agree, in a writing signed by each party, to  
	  	  	modify this Contract at any time without the consent of any other person or entity.  
	  
	5.12  	  	Insurance Company's Disclaimers  
	  
	  	  	It is expressly understood and agreed that the Insurance Company makes no representation as to the  
	  	  	authority of the Owner to enter into or perform under this Contract or as to the legal or tax  
	  	  	implications of this Contract for the Owner or any other person or entity. In performing its obligations  
	  	  	hereunder, the Insurance Company is not acting as a fiduciary, agent or other advisor or representative  
	  	  	for the Trust or any other person or entity with respect to this Contract.  
	  
	5.13  	  	Owner's Representations  
	  
	  	  	(i)  	  	The Owner represents that:  
	  
	  	  	  	  	(a)  	  	it is not subject to any Taxes as would constitute a Withholding Tax Event;  
	  
	  	  	  	  	(b)  	  	it is not subject to any Taxes as would constitute a Trust Tax Event; and  
	  
	  	  	  	  	(c)  	  	if requested by the Insurance Company, it will provide the Insurance Company  
	  	  	  	  	  	  	within ten (10) days of the Effective Date a duly completed and executed IRS Form  
	  	  	  	  	  	  	W-9, or such other form as may be applicable to it.  



	3012FA-MTN                                                 	  	Page 14  	  	(RMTN-6)  








	  	  	(ii)  	  	The Owner acknowledges and agrees that the Insurance Company has not registered and has  
	  	  	  	  	no obligation to register this Contract under the Securities Act.  
	  
	5.14  	  	Mutual Representations  
	  
	  	  	Each party hereto represents to the other that as of the date hereof:  
	  
	  	  	(i)  	  	It has the power to enter into this Contract and to consummate the transactions  
	  	  	  	  	contemplated hereby.  
	  
	  	  	(ii)  	  	It has duly authorized, executed and delivered this Contract.  
	  
	  	  	(iii)  	  	Assuming the due authorization, execution and delivery of this Contract by the other  
	  	  	  	  	party, this Contract constitutes a legal, valid and binding obligation of the representing  
	  	  	  	  	party.  
	  
	  	  	(iv)  	  	This Contract is enforceable against it in accordance with the terms hereof, subject to  
	  	  	  	  	applicable bankruptcy, insolvency and similar laws affecting creditors’ rights, and subject as  
	  	  	  	  	to enforceability to general principles of equity, regardless of whether enforcement is sought  
	  	  	  	  	in a proceeding in equity or at law.  
	  
	  	  	(v)  	  	Neither the execution and delivery of this Contract nor the performance of any of its  
	  	  	  	  	obligations hereunder will, to the representing party’s best knowledge, violate any law or any  
	  	  	  	  	order, decree, license, permit or the like which is applicable to it or will cause any default by it  
	  	  	  	  	under any agreement to which it is a party or by which it is bound.  
	  
	5.15  	  	Representations Generally  
	  
	  	  	If any representation made by either party hereto ceases to be true, the party learning of such  
	  	  	failure will promptly advise the other party. All representations made by the Owner and the  
	  	  	Insurance Company in this Contract shall be considered to have been relied upon by the other  
	  	  	party.  	  	  
	  
	5.16  	  	Tax Treatment  
	  
	  	  	The Insurance Company and the Owner agree that this Contract shall be disregarded for United States  
	  	  	federal income tax purposes. The Insurance Company and the Owner further agree that if this  
	  	  	Contract is not so disregarded, it will and is intended to be treated for tax purposes as a debt obligation  
	  	  	of the Insurance Company issued in registered form within the meaning of Treasury Regulation  
	  	  	§1.871-14(c)(1)(i) and for all other federal, state and local income and franchise tax purposes.  
	  
	5.17  	  	Governing Law  
	  
	  	  	This Contract shall be governed by and construed in accordance with the laws of the State of Delivery  
	  	  	specified on Page 1, without regard to its conflicts of law rules.  




	[Schedule A begins on next page]





	3012FA-MTN                                                	  	Page 15  	  	(RMTN-6)  









	SCHEDULE A





     This Schedule A is attached to, and hereby incorporated into, Contract No. RMTN-6 (the “Contract”) issued by ING USA Annuity and Life Insurance Company (the “Insurance Company”) to ING USA Global Funding Trust 6 (the “Owner”).


	Specifications





I. The following terms shall apply to this Contract.

Floating Interest Rate (formula): 3-Month USD LIBOR + applicable Spread

     The following capitalized terms shall have the meaning set forth in the Prospectus for the Notes:

	Interest Rate Basis(es). Check all that apply:  	  	  	  
	  	  	                    	  	[  ] CD Rate  	  	[  ] Commercial Paper Rate  	  	  
	  	  	                     	  	[  ] CMT Rate  	  	[  ] Eleventh District Cost of Funds Rate  
	  	  	                        [X] LIBOR  	  	[  ] Federal Funds Rate  	  	  
	  	  	                    	  	[  ] EURIBOR  	  	[  ] Treasury Rate  	  	  
	  	  	                   	  	[  ] Prime Rate  	  	[  ] Other:________________  	  	  
									
	  
	  	  	                   If LIBOR:  	  	[X] LIBOR Reuters Page: LIBOR01  	  	  
	  	  	  	  	  	  	[ ] LIBOR Telerate Page:  	  	  
	  	  	  	  	  	  	LIBOR Currency: U.S. Dollars  	  	  
	  
	  	  	                   If CMT Rate:  	  	  	  	  
	  	  	  	  	             Designated CMT Telerate Page:  	  	  
	  	  	  	  	             If 7052: [ ] Weekly Average [ ] Monthly Average  
	  	  	  	  	             Designated CMT Maturity Index:  	  	  
	  
	Index Maturity: 3-month  	  	  	  	  	  	  
	Spread (+/-):  	  	see table below  	  	  	  	  
	  
	 Spread Period  	  	  	  	  	  	Spread  
	 From and including the Effective Date to but excluding the Interest  	  	  
	 Payment Date occurring in June 2009:  	  	  	  	+ .45%  
	  
	 From and including the Interest Payment Date occurring in June 2009 to  	  	  
	 but excluding the Interest Payment Date occurring in June 2010:  	  	+ .47%  
	  
	 From and including the Interest Payment Date occurring in June 2010 to  	  	  
	 but excluding Interest Payment Date occurring in June 2011:  	  	+ .49%  
	  
	 From and including the Interest Payment Date occurring in June 2011 to  	  	  
	 but excluding the Interest Payment Date occurring in June 2012:  	  	+ .51%  



	3012FA-MTN                                                 	  	Page 16  	  	(RMTN-6)  








	                               From and including the Interest Payment Date occurring in June 2012 to  	  	  
	                               but excluding the Maturity Date:  	  	+ .53%  
	  
	  
	Initial Interest Rate, if any:  	  	3.14307%  	  	  
	  
	  
	Interest Payment Dates:  	  	Quarterly on the 19th day of each March, June, September, and  
	  	  	December this Contract is in effect, beginning September 19th,  
	                                                                   2008, and the Maturity Date. 
	  
	Interest Period:  	  	The period between Interest Reset Dates (or, with respect to the first  
	  	  	Interest Period, the period between the Effective Date and the First  
	  	  	Interest Reset Date).  	  	  
	  
	Interest Reset Dates:  	  	Quarterly on the 19th day of each March, June, September and  
	  	  	December this Contract is in effect, beginning September 19th,  
	  	  	2008.  	  	  
	  
	Interest Determination Date:  	  	The second London Banking Day preceding each Interest Reset  
	  	  	Date.  	  	  
	  
	Interest Crediting:  	  	Interest shall be earned daily at the Interest Rate determined on each  
	  	  	Interest Determination Date for the relevant Interest Period on the  
	  	  	current balance of the Deposit in the Guaranteed Fund as  
	  	  	determined in accordance with the Day Count Convention from and  
	  	  	including the first day of each Interest Period to, but excluding, the  
	  	  	last day of each Interest Period or the Maturity Date, whichever is  
	  	  	sooner; provided, that interest shall initially be earned at the Initial  
	  	  	Interest Rate from and including the Effective Date, to but  
	  	  	excluding, the first Interest Reset Date.  	  	  
	  
	Computation of Interest:  	  	Accrued Interest for each Interest Period shall be calculated by  
	  	  	multiplying the current balance of the Deposit in the Guaranteed  
	  	  	Fund by an accrued interest factor. The accrued interest factor shall  
	  	  	be computed by adding the interest factor calculated for each day in  
	  	  	the applicable Interest Period. The interest factor for each such day  
	  	  	shall be computed by dividing the Interest Rate applicable to such  
	  	  	day by 360.  	  	  
	  
	Day Count Convention:  	  	Actual/360  	  	  
	  
	Authorized Denominations:  	  	$100,000 and integral multiples of $1,000 in excess thereof  
	  
	Currency:  	  	U.S. Dollar  	  	  
	  
	Principal Financial Center(s):  	  	New York, New York  	  	  
	  
	Repayment Date(s):  	  	The Initial Maturity Date.  	  	  



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	Optional Redemption:  	  	Not applicable.  
	Calculation Agent:  	  	Citibank, N.A.  



	II.  	  	Additional Definitions.  
	  
	  
	  	  	(A)  	  	“Election Date” means the 19th calendar day of each month commencing on June 19, 2008 and  
	  	  	  	  	ending on May 19, 2012, except that if any Election Date would otherwise be a day that is not a  
	  	  	  	  	Business Day, such Election Date will be the immediately succeeding Business Day.  
	  
	  	  	(B)  	  	“Initial Maturity Date” means, with respect to all or the applicable portion of the Deposit, (i) June  
	  	  	  	  	19, 2008 or (ii) such date to which the Initial Maturity Date has been extended in accordance with  
	  	  	  	  	Section 3.7, in each case, subject to the Preceding Business Day Convention.  
	  
	  	  	(C)  	  	”London Banking Day” means a day on which commercial banks are open for business (including  
	  	  	  	  	dealings in U.S. Dollars) in London. For purposes of the definition of Business Day under Section  
	  	  	  	  	1.5, a Business Day must also be a London Banking Day.  



III. Additional terms and conditions, if any, relating to periodic payments and/or pre-payments pursuant to section 3.1(ii) .

(A) Additional Amounts to be paid in the event withholding or deduction of Taxes is required by law:   Yes ___ No _X_


	[End of Schedule A]





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