GUARANTEED FUNDING AGREEMENT

Exhibit 10.2

ING USA Annuity and Life Insurance Company

909 Locust Street, Des Moines, Iowa 50309

Original #1 of 2

GUARANTEED FUNDING AGREEMENT

(Non-Participating)

ING USA Annuity and Life Insurance Company ("Insurance Company") agrees in consideration of its receipt of the Single 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:

This is a Guaranteed Funding Agreement issued from the Insurance Company's general account. Interest is accrued throughout the life of the Contract on its current value at the Credited Interest Rate provided for in Schedule A of this Contract. The Single Deposit is returned and accrued interest is paid to the Owner, without adjustment, in scheduled Contract Payments as described in Schedule A.

ARTICLE I

DEFINITIONS

ARTICLE II

ESTABLISHMENT AND MAINTENANCE OF

GUARANTEED FUND

The Insurance Company shall, on the Effective Date, establish an accounting record called the Guaranteed Fund.

The Guaranteed Fund shall be the sum of the Single Deposit as defined in Section 1.3 and interest as credited in accordance with Section 2.2 less any Contract Payments made in accordance with Section 3.1. Any deposit made to the Single Deposit shall be credited to the Guaranteed Fund on the day it is received. Contract Payments shall be deducted from the Guaranteed Fund on the day they are paid.

Interest shall be earned daily on the Guaranteed Fund at the Credited Interest Rate set forth in Schedule A. Interest earned shall be credited to the Guaranteed Fund on the date such interest is paid. Monies accepted for the Contract shall earn interest from the date they are received by the Insurance Company up to, but not including, the date they are paid out. Such earned interest is paid pursuant to Section 2 of Schedule A.

ARTICLE III

PROCEDURE FOR PAYOUT

Contract Payments shall be paid to the Owner in accordance with Schedule A, if they fall on a day the Federal Reserve Wire Transfer System (the "System") is open. If the System is closed on any Contract Payment Date specified in Schedule A, or, if for any reason beyond the Insurance Company’s reasonable control the Contract Payment is not paid on a Contract Payment Date specified in Schedule A, the Contract Payment shall be paid on the first day thereafter that the System is open. The amount of the Contract Payment will equal the amount scheduled to be paid on the scheduled Contract Payment Date pursuant to Schedule A plus interest thereon at the Credited Interest Rate on the Guaranteed Fund from the date of the scheduled Contract Payment Date to the actual date of payment.

This Contract may not be surrendered nor will any funds be paid to the Owner under this Contract except in accordance with Schedule A at the times specified therein.

The Insurance Company will not make any loans on the security of this Contract.

ARTICLE IV

ASSIGNMENT AND TRANSFER

If the Contract is owned in a trust capacity, the Contract may be absolutely assigned by the Owner to a successor trustee without the Insurance Company's consent, provided the Insurance Company is notified in a timely manner and receives proper documentation of the assignment. The Contract may not otherwise be assigned by the Owner without the prior written approval of the Insurance Company.

The Insurance Company may not abrogate its obligations under this Contract by assignment or otherwise.

This Contract has not been registered as a security under the Securities Act of 1933, as amended, or under any other federal or state laws relating to the registration of securities. This Contract may, therefore, be subject to securities laws restriction on its transfer and sale in addition to any such restrictions set forth in this Contract.

ARTICLE V

MISCELLANEOUS

This Contract, including Schedule A, any rider, endorsements, exhibits or amendments which may be attached hereto, constitutes the entire agreement between the Insurance Company and the Owner. There are no promises or obligations other than those contained herein.

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 due to the issuance of the duplicate originals.

The Insurance Company shall be entitled to rely and act solely on the reports, directions, proofs, notices, elections and other information furnished it by the Owner or its agent, which shall be conclusive and binding as to all persons or corporations claiming an interest hereunder.

Whenever any application, report, direction, request or election is made or notice or proof is given to the Insurance Company, it must be in writing and received by the Insurance Company. Such notice is to be hand delivered or sent by mail, telecopy, or other facsimile machine to ING Institutional Markets 1290 Broadway, Denver, CO 80203 or to fax #303-860-2690. An election shall be in a form satisfactory to the Insurance Company and if made and accepted shall not be subject to change or further election unless with the consent of the Insurance Company.

All monies payable to or by the Insurance Company shall be payable in lawful money of the United States of America in immediately available funds via wire transfer.

Failure of the Insurance Company to enforce any provision of this Contract at any particular time or in any particular circumstances shall not operate to waive or modify