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	OMNIBUS
      INSTRUMENT




     WHEREAS, the
parties named herein desire to enter into certain program documents contained
herein, each such document (unless otherwise specified in such document) dated
as of this 9th day of
October, 2007, relating to the issuance by ING USA Global Funding Trust 5 (the
“Trust”) of Notes with a principal amount of $750,000,000 to investors under the
secured notes program sponsored by ING USA;

     WHEREAS, the Trust
is a trust and will be organized under and its activities will be governed by
the provisions of the Trust Agreement (set forth in Section A of this Omnibus
Instrument), dated as of the date of the Pricing Supplement, by and between the
parties thereto indicated in Section E herein;

     WHEREAS, certain
expense and indemnification arrangements between ING USA and the Trustee, on
behalf of itself and on behalf of the Trust, are governed pursuant to the
provisions of the Expense and Indemnity Agreement dated as of May 25, 2005, by
and between ING USA and the Trustee;

     WHEREAS, certain
licensing arrangements between the Trustee, on behalf of the Trust, and ING
Groep N.V. will be governed pursuant to the provisions of the License Agreement
dated as of May 19, 2005, by and between the Trustee and ING Groep
N.V.;

     WHEREAS, certain
custodial arrangements for the Funding Agreement will be governed pursuant to
the provisions of the Custodial Agreement (the “Custodial Agreement”) dated as
of May 19, 2005 by and among U.S. Bank National Association, acting as custodian
(the “Custodian”), the Indenture Trustee and the Trustee, on behalf of the
Trust;

     WHEREAS, the Notes
will be issued pursuant to the Indenture (set forth in Section B of this Omnibus
Instrument), dated as of the Original Issue Date, by and between the parties
thereto indicated in Section E herein;

     WHEREAS, the sale
of the Notes will be governed by the Terms Agreement (set forth in Section C of
this Omnibus Instrument), dated as of the date of the Pricing Supplement, by and
among the parties thereto indicated in Section E herein; and

     WHEREAS, certain
agreements relating to the Notes and the Funding Agreement are set forth in the
Coordination Agreement (set forth in Section D of this Omnibus Instrument),
dated as of the date of the Pricing Supplement, by and among the parties thereto
indicated in Section E herein.

     All capitalized
terms used herein and not otherwise defined will have the meanings set forth in
the Indenture.


	[Remainder of Page Left
      Intentionally Blank]





	1








	SECTION A
TRUST AGREEMENT




     This TRUST
AGREEMENT (this “Trust Agreement”), dated as of the date of the Pricing
Supplement, is entered into by and between GSS Holdings II, Inc., a Delaware
corporation, as trust beneficial owner (the “Trust Beneficial Owner”), and U.S.
Bank National Association, a national banking association, as Trustee (the
“Trustee”).


	W I T N E S S E T
  H:




     WHEREAS, the Trust
Beneficial Owner and the Trustee desire to authorize the issuance of a Trust
Beneficial Interest and a series of Notes in connection with the entry into this
Trust Agreement;

     WHEREAS, all things
necessary to make this Trust Agreement a valid and legally binding agreement of
the Trustee and the Trust Beneficial Owner, enforceable in accordance with its
terms, have been done;

     WHEREAS, the
parties intend to provide for, among other things, (i) the issuance and sale of
the Notes (pursuant to the Indenture, the Distribution Agreement and the related
Terms Agreement) and the Trust Beneficial Interest, (ii) the use of the proceeds
of the sale of the Notes and Trust Beneficial Interest to acquire the Funding
Agreement, and (iii) all other actions deemed necessary or desirable in
connection with the transactions contemplated by this Trust Agreement;
and

     WHEREAS, the
parties hereto desire to incorporate by reference those certain Standard Trust
Terms, dated as of September 8, 2006, and attached to the Omnibus Instrument as
Exhibit A (the “Standard
Trust Terms”).

     NOW, THEREFORE, in
consideration of the agreements and obligations set forth herein and for other
good and valuable consideration, the sufficiency of which are hereby
acknowledged, each party hereby agrees as follows:


	ARTICLE
1




     Section 1.01
Incorporation by Reference. All terms, provisions and agreements set forth in the Standard
Trust Terms (except to the extent expressly modified herein) are hereby
incorporated herein by reference with the same force and effect as though fully
set forth herein. All capitalized terms not otherwise defined herein (including
the recitals hereof) shall have the meanings set forth in the Standard Trust
Terms (the Standard Trust Terms and this Trust Agreement, collectively, the
“Trust Agreement”). To the extent that the terms set forth in Article 2 of this
Trust Agreement are inconsistent with the terms of the Standard Trust Terms, the
terms set forth in Article 2 herein shall apply.


	A-1








	ARTICLE
2




     Section 2.01
Name. The Trust created
and governed by this Trust Agreement shall be the trust specified in the Omnibus
Instrument. The name of the Trust shall be the name specified in the first
paragraph of the Omnibus Instrument, as such name may be modified from time to
time by the Trustee following written notice to the Trust Beneficial
Owner.

     Section 2.02
Jurisdiction. The Trust
is hereby organized in, and formed under and pursuant to, the laws of the
jurisdiction specified in the Pricing Supplement.

     Section 2.03
Initial Capital Contribution and
Ownership. The Trust Beneficial Owner has paid or
has caused to be paid to, or to an account at the direction of, the Trustee, on
the date hereof, the sum of $15 (or, in the case of Notes issued with original
issue discount, such amount multiplied by the issue price of the Notes as
specified in the Pricing Supplement). The Trustee hereby acknowledges receipt in
trust from the Trust Beneficial Owner, as of the date hereof, of the foregoing
contribution, which shall be used along with the proceeds from the sale of the
series of Notes to purchase the Funding Agreement. Upon the creation of the
Trust and the registration of the Trust Beneficial Interest in the Securities
Register (as defined in the Trust Agreement) by the Trust Registrar in the name
of the Trust Beneficial Owner, the Trust Beneficial Owner shall be the sole
beneficial owner of the Trust.

     Section 2.04
Acknowledgment. The
Trustee, on behalf of the Trust, expressly acknowledges its duties and
obligations set forth in the Standard Trust Terms incorporated herein by
reference.


	 	Section 2.05 Additional Terms.





	 	None.





	     Section
      2.06 Omnibus Instrument; Execution and
      Incorporation of Terms.




     The parties hereto
will enter into this Trust Agreement by executing the Omnibus
Instrument.

     By executing the
Omnibus Instrument, the Trustee and the Trust Beneficial Owner hereby agree that
this Trust Agreement will constitute a legal, valid and binding agreement
between the Trustee and the Trust Beneficial Owner.

     All terms relating
to the Trust or the series of Notes not otherwise included herein will be as
specified in the Omnibus Instrument or Pricing Supplement, as indicated
herein.

     Section 2.07
Governing Law. This Trust
Agreement will be governed by, and construed in accordance with, the laws of the
jurisdiction specified in the Pricing Supplement.

     Section 2.08
Counterparts. This Trust
Agreement, through the Omnibus Instrument, may be executed in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
all of which counterparts shall constitute but one and the same
instrument.


	A-2








	SECTION B
INDENTURE




     This INDENTURE
(this “Indenture”) is entered into as of the Original Issue Date by and between
the ING USA Global Funding Trust specified in the Omnibus Instrument (the
“Trust”) and Citibank, N.A., as indenture trustee (the “Indenture
Trustee”).

     Citibank, N.A., in
its capacity as Indenture Trustee, hereby accepts its role as Registrar, Paying
Agent, Transfer Agent and Calculation Agent hereunder.

     References herein
to “Indenture Trustee,” “Registrar,” “Transfer Agent,” “Paying Agent” or
“Calculation Agent” shall include the permitted successors and assigns of any
such entity from time to time.


	W I T N E S S E T
  H:




     WHEREAS, the Trust
has duly authorized the execution and delivery of this Indenture to provide for
the issuance of Notes;

     WHEREAS, all things
necessary to make this Indenture a valid and legally binding agreement of the
Trust and the other parties to this Indenture, enforceable in accordance with
its terms, have been done, and the Trust proposes to do all things necessary to
make the Notes, when executed by the Trust and authenticated and delivered
pursuant hereto, valid and legally binding obligations of the Trust as
hereinafter provided; and

     WHEREAS, the
parties hereto desire to incorporate by reference those certain Standard
Indenture Terms, dated as of September 8, 2006, and attached to the Omnibus
Instrument as Exhibit B
(the “Standard Indenture Terms”).

     NOW, THEREFORE, for
and in consideration of the premises and the purchase of the Notes by the
Holders thereof, it is mutually covenanted and agreed by each of the parties
hereto as follows:


	ARTICLE
1




     Section 1.01
Incorporation by Reference. All terms, provisions and agreements set forth in the Standard
Indenture Terms (except to the extent expressly modified herein) are hereby
incorporated herein by reference with the same force and effect as though fully
set forth herein. All capitalized terms not otherwise defined herein (including
the recitals hereof) shall have the meanings set forth in the Standard Indenture
Terms (the Standard Indenture Terms and this Indenture, collectively, the
“Indenture”). To the extent that the terms set forth in Article 2 of this
Indenture are inconsistent with the terms of the Standard Indenture Terms, the
terms set forth in Article 2 herein shall apply.


	B-1








	ARTICLE
2




     Section 2.01
Agreement to be Bound.
Each of the Trust, the Indenture Trustee, the Registrar, the Transfer Agent, the
Paying Agent and the Calculation Agent hereby agrees to be bound by all of the
terms, provisions and agreements set forth in the Indenture, with respect to all
matters contemplated in the Indenture, including, without limitation, those
relating to the issuance of the below-referenced Notes.

     Section 2.02
Designation of the Trust, the Notes and the Funding
Agreement. The Trust created by the Trust Agreement
specified in the Omnibus Instrument and referred to herein is the ING USA Global
Funding Trust specified in the Omnibus Instrument. The Notes issued by the Trust
and governed by the Indenture shall be the Notes specified in the Pricing
Supplement. The Funding Agreement designated hereby is the Funding Agreement
designated in the Pricing Supplement, effective as of the Original Issue Date,
between the Trust and ING USA.


	 	Section 2.03 Additional Terms.





	 	None.




     Section 2.04
Omnibus Instrument; Execution and Incorporation of
Terms.

     The parties hereto will
enter into this Indenture by executing the Omnibus Instrument.

     By executing the
Omnibus Instrument, the Indenture Trustee, the Registrar, the Transfer Agent,
the Paying Agent, the Calculation Agent and the Trust hereby agree that the
Indenture will constitute a legal, valid and binding agreement between the
Indenture Trustee, the Registrar, the Transfer Agent, the Paying Agent, the
Calculation Agent and the Trust.

     All terms relating
to the Trust or the Notes not otherwise included herein will be as specified in
the Omnibus Instrument or Pricing Supplement, as indicated herein.

     Section 2.05
Counterparts. This
Indenture, through the Omnibus Instrument, may be executed in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
all of which counterparts shall constitute one and the same
instrument.

     Section 2.06
Acknowledgment of Multiple Roles. The parties expressly acknowledge and consent to U.S. Bank National
Association acting in the capacity of Trustee of the Trust and in the capacity
of Custodian with respect to the Funding Agreement being pledged and assigned by
the Trust to the Indenture Trustee. U.S. Bank National Association may, in such
dual capacities, discharge its separate functions fully, without hindrance or
regard to conflict of interest principles, duty of loyalty principles or other
breach of fiduciary duties to the extent that any such conflict or breach arises
from the performance by U.S. Bank National Association of any of its respective
duties in its capacities as Custodian and/or Trustee. The parties hereto waive
all defenses, claims or assertions against U.S. Bank National Association which
are based on the foregoing.


	B-2








	SECTION
  C





	TERMS
  AGREEMENT




     This TERMS
AGREEMENT (this “Terms Agreement”) is entered into as of the date of the Pricing
Supplement by and among ING USA Annuity and Life Insurance Company (“ING USA”),
the ING USA Global Funding Trust specified in the Omnibus Instrument (the
“Trust”) and the Agent(s) specified in the Pricing Supplement (the
“Agent(s)”).


	W I T N E S S E T
  H:




     WHEREAS, ING USA
and the Agent(s) have entered into that certain Distribution Agreement dated
September 12, 2006 (the “Distribution Agreement”).

     NOW, THEREFORE, in
consideration of the mutual promises set forth herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, each of the parties hereby agrees as follows:


	ARTICLE
1




     Section 1.01
Incorporation by Reference. The provisions of the Distribution Agreement and the related
definitions (unless otherwise specified herein) are incorporated by reference
herein and shall be deemed to have the same force and effect as if set forth in
full herein.


	ARTICLE
2





	 	Section 2.01 Addition of Trust as Party to Distribution
      Agreement.




     Pursuant to Section
1 of the Distribution Agreement, each of the undersigned parties hereby
acknowledges and agrees that the Trust, upon execution hereof by the Trust and
the other parties to this Terms Agreement, shall become a Trust for purposes of
the Distribution Agreement in accordance with the terms thereof, in respect of
the Notes, with all the authority, rights, powers, duties and obligations of a
Trust under the Distribution Agreement. The Trust confirms that any agreement,
covenant, acknowledgment, representation or warranty under the Distribution
Agreement applicable to the Trust is made by the Trust at the date hereof,
unless another time or times are specified in the Distribution Agreement, in
which case such agreement, covenant, acknowledgment, representation or warranty
shall be deemed to be confirmed by the Trust at such specified time or
times.


	 	Section 2.02 Purchase of Notes as Principal.




     (a) Subject in all
respects to the terms and conditions of the Distribution Agreement, the Trust
hereby agrees to sell to each Agent and each Agent hereby agrees to purchase,
severally and not jointly, the Notes having the terms specified in the Pricing
Supplement relating to such Notes.

C-1




     (b) In connection
with any purchase of Notes from the Trust by the Agent(s) as principal, the
parties agree that the items specified on Schedule I of the Omnibus Instrument
will be delivered as set forth in Schedule I.

     Section 2.03
Termination. Upon the
termination of this Terms Agreement pursuant to Section 13(b) of the
Distribution Agreement the undersigned parties hereby agree to allocate the
expenses reasonably incurred prior to or in connection with such termination as
follows:


	 	The expenses will be borne by ING
      USA.




     Section 2.04
Applicable Time. For
purposes of the Distribution Agreement, the Applicable Time shall be 3:15 p.m.
New York time, October 9, 2007.

     Section 2.05
Free Writing Prospectus(es) or Other
Information. For purposes of the Distribution
Agreement, each free writing prospectus or other information attached to the
Omnibus Instrument as Exhibit F constitutes a part of the Time of Sale Prospectus. 

     Section 2.06
Governing Law. This Terms
Agreement shall be governed by and construed in accordance with the laws of the
State of New York without regard to the principles of conflicts of laws
thereof.

     Section 2.07
Notices. For purposes of
Section 14 of the Distribution Agreement, the Trust’s communications details are
as set forth in Section D of the Omnibus Instrument.

     Section 2.08
Additional Terms. Each
Agent, severally and not jointly, represents, warrants and covenants with or to
(as the case may be) the Trust and the Company that it has not offered, sold or
delivered and it will not offer, sell or deliver, any of the Notes, in or from
any jurisdiction (other than the United States) except under circumstances that
are reasonably designed to result in compliance with the applicable securities
laws and regulations thereof.


	     Section
      2.09 Omnibus Instrument; Execution and
      Incorporation of Terms.




     The parties hereto
will enter into this Terms Agreement by executing the Omnibus
Instrument.

     By executing the
Omnibus Instrument, each party hereto agrees that this Terms Agreement will
constitute a legal, valid and binding agreement by and among such
parties.

     All terms relating
to the Trust or the Notes not otherwise included in this Terms Agreement will be
as specified in the Omnibus Instrument or Pricing Supplement, as indicated
herein.

     Section 2.10
Counterparts. This Terms
Agreement, through the Omnibus Instrument, may be executed in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
all of which counterparts shall constitute but one and the same
instrument.


	[Remainder of Page Left
      Intentionally Blank]




C-2





	SECTION
  D





	COORDINATION
    AGREEMENT




     This COORDINATION
AGREEMENT (this “Coordination Agreement”), dated as of the date of the Pricing
Supplement, is entered into by and among ING USA Annuity and Life Insurance
Company (“ING USA”), the ING USA Global Funding Trust specified in the Omnibus
Instrument (the “Trust”), U.S. Bank National Association, in its capacity as
custodian of the Funding Agreement (“Custodian”) and Citibank, N.A., as
indenture trustee (the “Indenture Trustee”).


	W I T N E S S E T
  H




     WHEREAS, the Trust
will enter into the Funding Agreement with ING USA, effective as of the Original
Issue Date specified in the Pricing Supplement;

     WHEREAS, the Agents
(as defined in the Distribution Agreement) will sell the Notes in accordance
with the Registration Statement;

     WHEREAS, the Trust
intends to issue the Notes in accordance with the Indenture, to collaterally
assign to, and grant a security interest in, the Funding Agreement to and in
favor of the Indenture Trustee in accordance with the Indenture to secure
payment of the Notes; and

     WHEREAS, the
Custodian will hold the Funding Agreement on behalf of the Indenture Trustee
pursuant to the terms of the Custodial Agreement.

     NOW, THEREFORE, to
give effect to the agreements and arrangements established under the Terms
Agreement included in the Omnibus Instrument, as applicable, the Trust
Agreement, the Indenture and the Notes, and in consideration of the agreements
and obligations set forth herein and for other good and valuable consideration,
the sufficiency of which are hereby acknowledged, each party hereby agrees as
follows:


	ARTICLE
1




     Section 1.01
Delivery of the Funding Agreement. The Trust hereby authorizes the Custodian, on behalf of the
Indenture Trustee, to receive the Funding Agreement from ING USA pursuant to the
assignment of the Funding Agreement (the “Assignment”), to be entered into on
the Original Issue Date, included in the closing instrument dated as of the
Original Issue Date (the “Closing Instrument”).

Section 1.02 Issuance
and Purchase of the Notes.

     (a) Delivery of the
Funding Agreement to the Custodian, on behalf of the Indenture Trustee, pursuant
to the Assignment or execution of the cross-receipt contained in the Closing
Instrument shall be confirmation of payment by the Trust for the Funding
Agreement.

     (b) The Trust
hereby directs the Indenture Trustee, upon receipt of the Funding Agreement by
the Custodian, on behalf of the Indenture Trustee and pursuant to the
Assignment,

D-1




(i) to authenticate the certificates representing
the Notes (the “Notes Certificates”) in accordance with the Indenture and (ii)
to (A) deliver each relevant Notes Certificate to the clearing system or systems
identified in each such Notes Certificate, or to the nominee of such clearing
system, or the custodian thereof, for credit to such accounts as the Agent(s)
may direct, or (B) deliver each relevant Notes Certificate to the purchasers
thereof as identified by the Agent(s).


	ARTICLE
2




     Section 2.01
Directions Regarding Periodic
Payments. As registered owner of the Funding
Agreement as collateral securing payments on the Notes, the Indenture Trustee
will receive payments on the Funding Agreement on behalf of the Trust. The Trust
hereby directs the Indenture Trustee to use such funds to make payments on
behalf of the Trust pursuant to the Trust Agreement and the
Indenture.

     Section 2.02
Maturity of the Funding Agreement. Upon the maturity of the Funding Agreement and the return of funds
thereunder, the Trust hereby directs the Indenture Trustee to set aside from
such funds an amount sufficient for the repayment of the outstanding principal
on the Notes and Trust Beneficial Interest when due.


	ARTICLE
3




     Section 3.01
Officer’s Certificates.
ING USA hereby agrees to deliver an Officer’s Certificate, a copy of which is
attached to the Omnibus Instrument as Exhibit
D, on a quarterly basis to any rating agency
currently rating the Program. The Trust hereby agrees to deliver an Officer’s
Certificate, a copy of which is attached to the Omnibus Instrument as
Exhibit E, on a quarterly
basis to any rating agency currently rating the Program.

     Section 3.02
Filings. ING USA hereby
covenants to file, or cause to be filed, in a timely manner on behalf of the
Trust all reports, certifications or similar filings required under the
Securities Exchange Act of 1934, as amended.


	ARTICLE
4




     Section 4.01
No Additional Liability.
Nothing in this Coordination Agreement shall impose any liability or obligation
on the part of any party to this Coordination Agreement to make any payment or
disbursement in addition to any liability or obligation such party has under the
Program Documents, except to the extent that a party has actually received funds
which it is obligated to disburse pursuant to this Coordination
Agreement.

     Section 4.02
No Conflict. This
Coordination Agreement is intended to be in furtherance of the agreements
reflected in the documents related to the Program Documents, and not in
conflict. To the extent that a provision of this Coordination Agreement
conflicts with the provisions of one or more Program Documents, the provisions
of such Program Documents shall govern.

     Section 4.03
Governing Law. This
Coordination Agreement shall be governed by and construed in accordance with the
laws of the State of New York without regard to the principles of conflicts of
laws thereof.

D-2




     Section 4.04
Severability. If any
provision in this Coordination Agreement shall be invalid, illegal or
unenforceable, such provision shall be deemed severable from the remaining
provisions of this Coordination Agreement and shall in no way affect the
validity or enforceability of such other provisions of this Coordination
Agreement.

     Section 4.05
Notices. All demands,
notices and communications under this Coordination Agreement shall be in writing
and shall be deemed to have been duly given upon receipt at the addresses set
forth below:


	 	To the
Trust:





	 	ING USA Global Funding Trust 5
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





	 	To the Indenture
  Trustee:





	 	Citibank, N.A.
Agency & Trust 
388 Greenwich
      Street, 14th
      Floor
New York, New York 10013
Facsimile: (212) 816-5527
Attention:
      Agency & Trust, ING USA Global Funding
Trust





	 	To ING USA:





	 	ING USA Annuity and Life Insurance
      Company
c/o ING Institutional
      Markets
1290 Broadway
Denver, Colorado 80203-5699
Attention: Karen Czizik, Vice President
Telephone: (303) 860-2322
Facsimile:
      (303) 813-2322 and (303) 860-2690





	 	With a copy
to:





	 	ING Institutional Markets
1290 Broadway
Denver, Colorado
      80203-5699
Attention: Barbara
      MacLean
Telephone: (303)
      894-5047
Facsimile: (303) 813-5047 and (303)
      860-2690




D-3





	 	To the
Custodian:





	 	U.S. Bank National Association
950 17th Street, 12th Floor
Attn: Corporate Trust Services
Denver, Colorado 80202
Telephone:
      (303) 585-4591
Facsimile: (303)
      585-6865




or at such other address as shall be designated
by any such party in a written notice to the other parties.


	ARTICLE
5




     Section 5.01
Omnibus Instrument; Execution and Incorporation of
Terms.

     The parties to this
Coordination Agreement will enter into this Coordination Agreement by executing
the Omnibus Instrument.

     By executing the
Omnibus Instrument, each party hereto agrees that this Coordination Agreement
will constitute a legal, valid and binding agreement by and among the Trust, ING
USA, the Custodian and the Indenture Trustee.

     All terms relating
to the Trust or the Notes not otherwise included in this Coordination Agreement
will be as specified in the Omnibus Instrument or Pricing Supplement, as
indicated herein.

     Section 5.02
Acknowledgment. ING USA
hereby acknowledges Section 2.10 and Section 3.02 of the Indenture and Section
6.1 of the Custodial Agreement. The Trust hereby acknowledges and agrees to be
bound by the terms of the Custodial Agreement and the License
Agreement.

     Section 5.03
Counterparts. This
Coordination Agreement, through the Omnibus Instrument, may be executed in any
number of counterparts, each of which counterparts shall be deemed to be an
original, and all of which counterparts shall constitute but one and the same
instrument.

     Section 5.04
Capitalized Terms. All
capitalized terms used herein and not otherwise defined in this Coordination
Agreement will have the meanings set forth in the Indenture.

     Section 5.05
Acknowledgment of Multiple Roles. The parties expressly acknowledge and consent to U.S. Bank National
Association acting in the capacity of Trustee of the Trust and in the capacity
of Custodian with respect to the Funding Agreement being pledged and assigned by
the Trust to the Indenture Trustee. U.S. Bank National Association may, in such
dual capacities, discharge its separate functions fully, without hindrance or
regard to conflict of interest principles, duty of loyalty principles or other
breach of fiduciary duties to the extent that any such conflict or breach arises
from the performance by U.S. Bank National Association of any of its respective
duties in its capacities as Custodian and/or Trustee. The parties hereto
waive

D-4




all defenses, claims or assertions against U.S.
Bank National Association which are based on the foregoing.

[Remainder of Page Left Intentionally
Blank]

D-5





	SECTION
  E




MISCELLANEOUS AND EXECUTION PAGES

     This Omnibus
Instrument may be executed by each of the parties hereto in any number of
counterparts, and by each of the parties hereto on separate counterparts, each
of which counterparts, when so executed and delivered, shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

     Each signatory, by
its execution hereof, does hereby become a party to each of the agreements or
indenture identified for such party as of the date specified in such agreements
or indenture.

     IN WITNESS WHEREOF,
the undersigned have executed this Omnibus Instrument with respect to the Notes
as of the date first written above.


	ING USA ANNUITY AND LIFE
      INSURANCE 
	COMPANY (in executing
      below agrees and becomes a 
	party to (i) the Terms
      Agreement set forth in Section C 
	herein and (ii) the
      Coordination Agreement set forth in 
	Section D
    herein) 
	 
	By: 	 	  /s/ Karen
      Czizik
			
	 
                   Name: 	 	Karen Czizik 
	 
                   Title: 	 	Vice President 
	 
	 
	 
	CITIBANK, N.A. (in
      executing below agrees and 
	becomes a party to (i)
      the Indenture set forth in Section B 
	herein, as Indenture
      Trustee, Registrar, Transfer Agent, 
	Paying Agent and
      Calculation Agent and (ii) the 
	Coordination Agreement
      set forth in Section D herein, 
	not in its individual
      capacity but solely as Indenture 
	Trustee, Registrar,
      Transfer Agent, Paying Agent and 
	Calculation Agent), as
      Indenture Trustee, Registrar, 
	Transfer Agent, Paying
      Agent and Calculation Agent 
	 
	By: 	 	 /s/ Jennifer
      McCourt
			
	 
                   Name: 	 	 Jennifer
    McCourt
	 
                   Title: 	 	 Vice
  President





	[Execution Page 1 of
      3]




E-1





	THE ING USA GLOBAL FUNDING TRUST 
	DESIGNATED IN THIS OMNIBUS INSTRUMENT
  (in 
	executing below agrees and becomes a party to (i)
      the 
	Indenture set forth in Section B herein, (ii) the
      Terms 
	Agreement set forth in Section C herein and (iii)
      the 
	Coordination Agreement set forth in Section D
      herein) 
	 
	By: U.S. Bank National Association, not in its
      individual 
	capacity but solely in its capacity as Trustee of the
      Trust 
	 
	By:  /s/ Nancie J. Arvin
	       Name:  Nancie J. Arvin
	       Title:     Vice
    President
	 
	U.S. BANK NATIONAL ASSOCIATION (in
    executing 
	below agrees and becomes a party to the
    Trust 
	Agreement set forth in Section A herein), as
      Trustee 
	 
	By: /s/ Nancie J. Arvin
	      Name:  Nancie J. Arvin 
	      Title:     Vice
President
	 
	U.S. BANK NATIONAL ASSOCIATION (in
    executing 
	below acknowledges and agrees to Section 5.01 of
      the 
	Standard Trust Terms as set forth in Section A herein),
      in 
	its individual capacity 
	 
	By: /s/ Nancie J. Arvin
	      Name:  Nancie J. Arvin
	      Title:     Vice
President
	 
	U.S. BANK NATIONAL ASSOCIATION (in
    executing 
	below agrees and becomes a party to the
      Coordination 
	Agreement set forth in Section D herein), as
      Custodian 
	 
	By: /s/ Seth Dodson
	       Name:  Seth Dodson
	        Title:   
  VP





	[Execution Page 2 of
  3]




E-2





	GSS HOLDINGS II, INC. (in executing below
    agrees 
	and becomes a party to the Trust Agreement set forth
      in 
	Section A herein), as Trust Beneficial
    Owner 
	 
	By: /s/ Bernard J. Angelo 
	      Name:  Bernard J. Angelo
	      Title:     Vice
    President 
	 
	BANC OF AMERICA SECURITIES LLC (in
    executing 
	below agrees and becomes a party to the
    Terms 
	Agreement set forth in Section C
  herein) 
	 
	By: /s/ Lily Chang
	      Name:  Lily Chang
	      Title:     Principal 
	 
	DEUTSCHE BANK SECURITIES INC. (in
    executing 
	below agrees and becomes a party to the
    Terms 
	Agreement set forth in Section C
  herein) 
	 
	By:  /s/ Mary
  Hardgrove 
	       Name:  Mary Hardgrove
	       Title:    
    Director
	 
	By:  /s/ Ed Sunoo 
	       Name:  Ed Sunoo 
	       Title:    
    Director 
	 
	MORGAN STANLEY & CO. INCORPORATED
  (in 
	executing below agrees and becomes a party to the
      Terms 
	Agreement set forth in Section C
  herein) 
	 
	By:  /s/ Aron Jaroslawicz 
	       Name:  Aron
Jaroslawicz 
	       Title:    Executive
      Director 





	[Execution Page 3 of
  3]




E-3




INDEX OF EXHIBITS AND SCHEDULES TO THE OMNIBUS
INSTRUMENT

	Exhibit A  	  	Standard Trust Terms  
	Exhibit B  	  	Standard Indenture Terms  
	Exhibit C  	  	Pricing Supplement  
	Exhibit D  	  	ING USA Annuity and Life Insurance Company
      Officer’s Certificate  
	Exhibit E  	  	ING USA Global Funding Trusts Trustee
      Officer’s Certificate  
	Exhibit F  	  	Free Writing Prospectus(es) or Other
      Information  
	Schedule I  	  	Terms Agreement Specifications 
  



E-4





	EXHIBIT A
Standard Trust Terms




As filed as Exhibit 4.5 to the Post Effective
Amendment No. 2 filed with the Securities and Exchange Commission on September
8, 2006 to ING USA Annuity and Life Insurance Company’s Registration Statement
on Form S-3 (No. 333-123457). 

A-1





	EXHIBIT B
Standard Indenture Terms




As filed as Exhibit 4.1 to the Post Effective
Amendment No. 2 filed with the Securities and Exchange Commission on September
8, 2006 to ING USA Annuity and Life Insurance Company’s Registration Statement
on Form S-3 (No. 333-123457).

B-1





	EXHIBIT C
Pricing Supplement




As filed with the Securities and Exchange
Commission pursuant to Rule 424(b) under the Securities Act, dated as of the
date hereof, with respect to the Notes to be issued by the Trust.

C-1





	EXHIBIT D
ING USA Annuity and Life Insurance
  Company





	Officer’s
    Certificate




     The undersigned, an
officer of ING USA Annuity and Life Insurance Company, an Iowa stock life
insurance company (“ING USA”), does hereby certify to Standard & Poor’s
Ratings Services, a division of The McGraw-Hill Companies, Inc., in such
capacity and on behalf of ING USA, to the knowledge of the undersigned and after
reasonable inquiry, that:

	1.      	each of the representations and
      warranties of ING USA contained in each Expense and Indemnity Agreement
      entered into in connection with the Registration Statement (defined
      below), and each Funding Agreement issued in connection with the Program
      (the “Specified Agreements”) (other than any representation or warranty
      expressly made as of a date prior to the date hereof) are true and correct
      on and as of the date hereof, with the same effect as though such
      representation or warranty had been made on and as of the date
      hereof; 
	 
	2.      	no default under any of the Specified
      Agreements and no event or any condition which, with notice or lapse of
      time or both, would become a default, has occurred and is continuing as of
      the date hereof; 
	 
	3.      	ING USA has performed and complied with,
      respectively, in all material respects, all of the agreements, covenants,
      obligations and conditions applicable to ING USA required
      by the Specified Agreements to be performed or complied with by ING USA on
      or before the date hereof;  
	 	
	4.      	the Registration Statement filed on Form
      S-3 (File No. 333-123457) (the “Registration Statement”) by ING USA has
      been declared effective by the Securities and Exchange Commission (the
      “Commission”) under the Securities Act of 1933, as amended (the “Act”) and
      no stop order suspending the effectiveness of the Registration Statement
      has been issued and no proceedings for that purpose have been commenced by
      or are pending before or contemplated by the Commission; 
	 
	5.      	all filings, if any, required by Rule
      424 and Rule 430A under the Act have been made in a timely manner;
    
	 
	6.      	since ______, the Trusts organized in
      connection with the program contemplated by the Registration Statement
      have issued the following series of Notes: 
	 
	 	[List each series of Notes issued in the
      relevant quarter] [(collectively, the “Designated Notes”)]; and
  
	 
	7.      	the Funding Agreements issued in
      connection with the Designated Notes have been executed and delivered by
      ING USA in accordance with the terms and conditions of the Program
      Documents. 
	 


D-1




     Capitalized terms
used herein and not otherwise defined herein shall have the meanings set forth
in the Standard Indenture Terms attached as Exhibit 4.1 to the Registration
Statement.

     IN WITNESS WHEREOF,
the undersigned has executed this Certificate as of the ____ day of
______________, 200__.


	[NAME], [in his/her] capacity as an authorized
      officer of  
	ING USA  
	  
	By:_____________________________ 
    
	 
                   Name:  
	 
                   Title:  




D-2





	EXHIBIT E
ING USA Global Funding Trusts
Trustee Officer’s
Certificate




     U.S. Bank National
Association, not in its individual capacity but solely in its capacity as
trustee acting on behalf of each common law trust organized under the laws of
the State of Illinois (in such capacity, the “Trustee,” and each such common law
trust being referred to herein as a “Trust”) in connection with the program
contemplated by Registration Statement filed on Form S-3 (File No. 333-123457)
by ING USA Annuity and Life Insurance Company with the Securities and Exchange
Commission on May 17, 2005, as amended by Post Effective Amendment No. 1 filed
with the Commission on June 16, 2006, and Post Effective Amendment No. 2 filed
with the Commission on September 8, 2006 (the “Registration Statement”), does
hereby certify to Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc., in such capacity and on behalf of each Trust, to
the knowledge of the Trustee without any independent investigation,
that:

	1.      	each of the representations and
      warranties of each Trust contained in the Notes issued in connection with
      the Program, each Indenture entered into in connection with the
      Registration Statement and the Expense and Indemnity Agreement concerning
      the Trusts (the “Specified Agreements”) (other than any representation or
      warranty expressly made as of a date prior to the date hereof) are true
      and correct on and as of the date hereof, with the same effect as though
      such representation or warranty had been made on and as of the date
      hereof; 
	 
	2.      	no default under any of the Specified
      Agreements and no event or any condition which, with notice or lapse of
      time or both, would become a default, has occurred and is continuing as of
      the date hereof; 
	 
	3.      	each Trust has performed and complied
      with, respectively, in all material respects, all of the agreements,
      covenants, obligations and conditions applicable to such Trust required by
      the Specified Agreements to be performed or complied with by such Trust on
      or before the date hereof; 
	 
	4.      	the Notes issued in connection with the
      Program have been issued, in all material respects, in accordance with the
      terms and conditions of the Program Documents; and 
	 
	5.      	each Funding Agreement has been executed
      and delivered by the related Trust in accordance with the terms and
      conditions of the Program Documents. 
	 


     Capitalized terms
used herein and not otherwise defined herein shall have the meanings set forth
in the Standard Indenture Terms attached as Exhibit 4.1 to the Registration
Statement. In no event shall U.S. Bank National Association in its personal
corporate capacity (or any officer of the Trustee in his or her personal
capacity) have any liability for any of the certifications or statements
contained in this Trustee Officer’s Certificate, such liability being solely
that of each Trust.

E-1




     IN WITNESS WHEREOF,
the undersigned has executed this Certificate as of the _____day of
_____________, 200___.


	U.S. Bank National Association, not in its
      individual  
	capacity but solely in its capacity as Trustee
      acting on  
	behalf of each Trust  
	  
	By: ________________________

	 
                   Name:  
	 
                   Title:  




E-2









	
EXHIBIT F

Free Writing Prospectus(es) or Other Information

[Final Summary of Terms to be attached]







F-1







	SCHEDULE
  I





	Terms Agreement
      Specifications




I. In connection with Section 3(a)(iv) of the
Distribution Agreement, the Program under which the Notes are issued is rated
Aa3 by Moody’s Investors Service, Inc. (“Moody’s”), AA by Standard & Poor’s
Rating Services, a division of The McGraw-Hill Companies, Inc. (“S&P”) and
aa- by A.M. Best Company (“A.M. Best”). ING USA expects that the Notes will be
rated Aa3 by Moody’s. The Company’s financial strength rating is Aa3 by Moody’s
and AA by S&P.

II. In accordance with Section 2.02(b) of the
Terms Agreement and in connection with the purchase of Notes from the Trust by
the Agent(s) as principal, the following items will be delivered on or prior to
the Settlement Date to the Agent(s): 

	 
                       a)  	  	Opinion of Sidley Austin LLP, addressed to the
      Agents, regarding enforceability of  
	the Notes;  	  	  
	  
	 
                       b)  	  	Opinion of Sidley Austin LLP, addressed to the
      Agents, regarding certain tax matters;  
	  
	 
                       c)  	  	Opinion of Thacher Proffitt & Wood LLP,
      addressed to the Agents, regarding the  
	Indenture Trustee;
      and  
	  
	 
                       d)  	  	Reliance Letter of Amy S.B. Widmann, Counsel
      for ING USA, addressed to the  
	Agents, regarding the
      enforceability of the Funding Agreement. 




III. In accordance with Section 2.02(b) of the
Terms Agreement, the following reliance letters addressed to Banc of America
Securities LLC and Banc of America Securities Limited will be delivered on, or
as soon as reasonably practicable after, the Settlement Date to Banc of America
Securities LLC and Banc of America Securities Limited:

	 
                       a) Reliance letter of internal counsel to ING
      USA Annuity and Life Insurance Company  
	with respect to the opinions delivered
      pursuant to Section 7(b)(i) of the Distribution Agreement; 
  
	  
	 
                       b) Reliance letter of Sidley Austin LLP with
      respect to the opinions and memorandum  
	delivered pursuant to Sections 7(b)(ii)-(viii)
      of the Distribution Agreement;  
	  
	 
                       c) Reliance letter of Thompson Hine LLP with
      respect to the opinion delivered pursuant  
	to Section 7(b)(x) of the Distribution
      Agreement;  
	  
	 
                       d) Reliance letter of Thacher Proffitt &
      Wood LLP with respect to the opinion delivered  
	pursuant to Section 7(b)(xi) of the
      Distribution Agreement; and  
	  
	 
                       e) Reliance letter of Schuyler, Roche &
      Zwirner, a Professional Corporation, with  
	respect to the opinion delivered pursuant to
      Section 7(b)(xii) of the Distribution Agreement. 
  



IV. All capitalized terms used herein and not
otherwise defined herein will have the meanings set forth in the Distribution
Agreement.

I-1