AMENDMENT NUMBER 2008-1 TO SERVICES AGREEMENT

AMENDMENT NUMBER 2008-1

TO SERVICES AGREEMENT

This is Amendment Number 2008-1 (this “Amendment”) to the Services Agreement made January 1, 2001, as amended effective January 1, 2002 and as of December 31, 2007, by and among ING USA Annuity and Life Insurance Company and the affiliated insurance companies specified in Exhibit B to the Services Agreement (or the successors by merger to such affiliated insurance companies) (the “Agreement”). This Amendment is effective October 1, 2008. Capitalized terms not defined in this Amendment shall have the meaning ascribed to them in the Agreement.

1.       Background : The parties to the Agreement are affiliates under the common control of ING Groep, N.V. (“ING”) that possess certain resources, including experienced personnel, facilities and equipment, which enable each of them to provide Services to the other parties to the Agreement. ING recently acquired 100% of ING Institutional Plan Services, LLC (formerly known as CitiStreet LLC) (“IIPS”). The parties to the Agreement recognize that IIPS also possesses certain resources, including experienced personnel, facilities and equipment which would enable IIPS to provide certain Services to the parties to the Agreement and the parties desire to obtain certain Services from IIPS. Additionally, IIPS recognizes the resources possessed by the parties to the Agreement and desires to obtain certain Services from the parties to the Agreement. Accordingly, each of the parties to the Agreement desire to amend the Agreement to: (i) add IIPS as a party thereto and amend Exhibit B of the Agreement to reflect deletions/additions of parties as a result of mergers and dispositions since the effective date of the Agreement; (ii) specify that expenses incurred and payments received shall be allocated to the Service Provider in conformity with customary insurance accounting practices; (iii) amend section 12 of the Agreement to provide that amendments to the Agreement and certain assignments of the Agreement to affiliates will require approval of domiciliary state insurance departments of each U.S. insurance company Service Provider; and (iv) update the Exhibits of Services to clarify the inclusion of the provision of services with respect to non-insurance products as well as insurance products.

2.       Amendment to Exhibit B of the Agreement . Exhibit B of the Agreement is hereby deleted and the form of Exhibit B attached to this Amendment is substituted in lieu thereof.

3.       Amendment to Section 2(a) of the Agreement . Section 2(a) of the Agreement is hereby amended by the addition of the following as the final sentence thereof: “Expenses incurred by the Service Provider and payment received from the Service Provider shall be allocated to the Service Provider in conformity with customary insurance accounting practices.”

4.       Amendment to Section 12 of the Agreement . Section 12 of the Agreement is hereby amended by the addition of the following as the second sentence thereof: “Assignment by any party of all or a portion of its rights and obligations under this Agreement to an affiliate will (i) require the approval of the domiciliary state insurance department of each insurance company that is a party to this Agreement and that will either receive services from, or provide services to, such affiliate assignee; and (ii) be subject to the state insurance holding company act provisions

governing transfers and assignments of the assignor’s domiciliary state, to the extent that the assignor is a U.S. insurance company.”

Additionally, Section 12 of the Agreement is hereby further amended by the addition of the following at the end of the fourth sentence thereof (following the immediately preceding sentence addition): “and with the prior approval of the domiciliary state insurance department of each U.S. insurance company that is a party to this Agreement.”

5.       Amendment and Restatement of Exhibit A Exhibits . The List of Exhibits and Exhibits A-1, A-3, A-8, A-12, and A-13 of the Agreement are hereby deleted and the forms of List of Exhibits and Exhibits A-1, A-3, A-8, A-12 and A-13 attached to this Amendment are substituted in lieu thereof.

6.       Execution of this Amendment by IIPS . By executing this Amendment, IIPS hereby acknowledges and agrees to all of the terms and conditions of the Agreement, as amended by this Amendment, and the other parties to the Agreement hereby acknowledge and agree that IIPS is a party to the Agreement, as amended by this Amendment as of the effective date of this Amendment.

7.       Amended Agreement . Except as specifically amended by this Amendment, each and every term of the Agreement remains in full force and effect.

8.       Counterparts . This Amendment may be executed in separate counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have caused this Amendment to the Agreement to be duly executed as of the date first above written.

LIST OF EXHIBITS

Exhibit A-1

Underwriting and New Business Processing Services

Services related to underwriting for insurance products and new business processes for insurance and non-insurance products including, but not limited to:

Exhibit A-2

Licensing and Contracting Services

Services related to producer licensing and contracting including, but not limited to:

Exhibit A-3

Policyowner/Contractowner and Claims or Other Business Processing Services

Services related to policyowner or contractowner and claims or other business processing including, but not limited to: