rmtn5fundingagreement.pdf -- Converted by SECPublisher 4.0, created by BCL Technologies Inc., for SEC Filing




	 	ING USA Annuity and Life
      Insurance Company
909 Locust
      Street, Des Moines, Iowa 50309





	FUNDING
      AGREEMENT





	CONTRACT
    NO.: 	 	RMTN-5 
	OWNER: 	 	ING USA Global Funding
      Trust 5 
	STATE OF
    DELIVERY: 	 	Colorado 
	EFFECTIVE
    DATE: 	 	October 11,
    2007 
	EXPIRATION
    DATE: 	 	October 9,
    2009 
	DEPOSIT: 	 	$750,000,015 
	NET
    DEPOSIT: 	 	$749,325,000 




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 5 	 	ING USA ANNUITY AND LIFE INSURANCE 
	 	 	COMPANY 	 	 
	By U.S. Bank National
      Association, not in its 	 	 	 	 
	individual capacity but
      solely as Trustee of ING 	 	 By:  /s/ Harry N. Stout	 	 
	USA Global Funding Trust
      5 	 	 Name:  Harry N. Stout	 	 
			Title:      President		
	By: /s/ Seth
      Dodson 	 	 	 	 
	Name:  Seth Dodson	 	By:  /s/ Joy Benner 	 	 
	Title:     VP	 	Name:  Joy Benner	 	 
	 	 	Title:      
      Secretary
			
       

      By:  /s/ Karen Czizik
		
			Name:  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.

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	ARTICLE I
DEFINITIONS




	1.1   
        	“Additional Amounts”
      shall have the meaning provided in Section 3.6(i). 
	 
	1.2   
        	“Amortized Amount”
      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 that 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 
	 


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after the calendar month in which the
preceding relevant payment date occurred.

	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 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   
        	“Insurance Company”
      means ING USA Annuity and Life Insurance Company. 
	 
	1.22   
        	“Interest” means the
      earnings, if any, for this Contract calculated and accrued pursuant to
      Article II. 
	 
	1.23   
        	“Interest Rate” means
      the rate(s) specified in Schedule A, or determined in accordance with
      the 
	 


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	 	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%”. 
	 
	1.24   
        	“IRS” means the Internal Revenue
      Service. 
	 
	1.25   
        	“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. 
	 
	1.26   
        	“Month Count” means the number of
      months specified in Schedule A. 
	 
	1.27   
        	“Net Deposit” means the Net
      Deposit amount set out on Page 1. 
	 
	1.28   
        	“Note” means any note of
      indebtedness issued by the Trust and secured by this Contract.
  
	 
	1.29   
        	“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. 
	 
	1.30   
        	“Principal Financial Centers”
      means the financial center(s) specified in Schedule A. 
	 
	1.31   
        	“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. 
	 
	1.32   
        	“Securities Act” means the
      Securities Act of 1933, as amended. 
	 
	1.33   
        	“Specifications” means the terms
      specific to and that shall govern this Contract, as listed on Schedule
      A. 
	 
	1.34   
        	“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. 
	 
	1.35   
        	“Trust” means ING USA Global
      Funding Trust 5. 
	 
	1.36   
        	“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. 
	 
	1.37   
        	“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 
	 


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(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, 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 is also a Repayment
      Date, the Contract Payment will include the portion of the Deposit
      scheduled to be repaid on such date 
	 


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	 	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), 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. 
	 
	3.2   
        	Optional Redemptions
      or Repayments 
	 
	 	If so specified in
      Schedule A and subject to any restrictions provided therein, the
      Insurance 
	 


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	 	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 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 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; 
	 


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	(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. 
	 



	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, 
	 


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	 	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. 
	 
	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), 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 
	 


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	 	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 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. 
	 


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	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 5
c/o U.S. Bank National Association
Attn: Corporate Trust Services
950 17th Street, 12th
      Floor
Denver, CO 80202
Fax: (303) 585-6865


      With a copy to:

      
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






	 	
      and,

      
Citibank,
      N.A.
Agency & Trust
388 Greenwich Street, 14th Floor
New York, New York 10013
Attention: Nancy Forte 
Structured Finance Agency and Trust
ING USA Global Funding Trust 5 
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 

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	 	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. 
	 
	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 is made
      and intended for the purpose 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 
	 


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	 	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. 
	 
	 	(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 
	 


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	 	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]




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	SCHEDULE A (Floating
      Rate)




     This
Schedule A is attached to, and hereby incorporated into, Contract No. RMTN-5
(the “Contract”) issued by ING USA Annuity and Life Insurance Company (the
“Insurance Company”) to ING USA Global Funding Trust 5 (the “Owner”).


	Specifications





	
      I. The following terms shall apply to this
      Contract.

      
Floating Interest Rate
      (formula): 1-month LIBOR + 0.36%





     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 Moneyline Telerate Page
      3750  
	  	  	  	  	  	  	LIBOR
      Currency: U.S. Dollars  
	  
	  	  	If
      CMT Rate:  	  	  	  	  	  	  
	  	  	  	  	             Designated CMT Telerate
      Page:  
	  	  	  	  	             If 7052: [ ] Weekly
      Average [ ] Monthly Average  
	  	  	  	  	             Designated CMT Maturity
      Index:  
	  
	Index
      Maturity: 1-month  	  	  	  	  	  	  	  	  
	Spread (+/-): +
      0.36%  	  	  	  	  	  	  	  	  	  	 




	Initial Interest Rate, if
      any:  	  	5.47625%  	  	  	  	  	  	  
	  
	Interest Payment
      Date:  	  	The ninth day of each
      month that this Contract is in effect, 	  	  	  	 
	  	  
	  	  	beginning November 9,
      2007, and the Maturity Date.  	  	  	  	  	  	  
	  
	Interest
      Period:  	  	The period between
      Interest Reset Dates.  	  	  	  	  	  	  
	  
	Interest Reset
      Dates:  	  	The ninth day of each
      month that this Contract is in effect beginning November 9,
      2007  	  	 	  	 
	  	  
	beginning November 9, 2007.
  
	  
	Interest Determination
      Date:  	  	The
      second London Banking Day prior to 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  
	  	  	on
      the first day of each Interest Period to, but not including, the
      last  



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	  	  	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 on
      the Effective Date, to but not including,  
	                                                             
      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 
  
	  
	Business Day
      Convention:  	  	Modified Following
      Business Day Convention  
	  
	Currency:  	  	U.S. Dollar 
    
	  
	Principal Financial
      Center(s):  	  	New York, New
      York  
	  
	Repayment
      Date(s):  	  	The Maturity
      Date.  
	  
	Optional
      Redemption:  	  	Optional redemptions under
      Section 3.2 may only be made to fund  
	  	  	amounts the Trust is
      required to pay to fund redemption of the  
	  	  	Notes as described in the
      Prospectus, Prospectus Supplement, or  
	  	  	Pricing Supplement for ING
      USA Global Funding Trust 5.  
	  
	Calculation
      Agent:  	  	Citibank,
      N.A.  



	II.   
        	Additional
      Definitions: 
	 
	 	(A)   
        	“London Banking Day” means a day
      on which commercial banks are open for business (including dealings in
      U.S. Dollars) in London, England. 
	 
	 	(B)   
        	“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 or London,
      England. 
	 


III. Additional terms and conditions, if
any, relating to periodic payments and/or pre-payments pursuant 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_

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	End of Schedule
      A