EXHIBIT 10.1 EXPENSE AND INDEMNITY AGREEMENT

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                                                                    EXHIBIT 10.1

                         EXPENSE AND INDEMNITY AGREEMENT

      This Expense and Indemnity Agreement (this "Agreement") is entered into as

of [_______], 2005, by and between ING USA Annuity and Life Insurance Company,

an Iowa insurance company ("ING USA"), and U.S. Bank National Association, as

trustee (the "Trustee"), on behalf of itself and on behalf of each Trust

organized in connection with the Program.

      WHEREAS, in consideration of the Trustee providing services to each Trust

created in connection with the Program and pursuant to the Program Documents

under which the Trustee will have certain duties and obligations, ING USA hereby

agrees to the following compensation arrangements and terms of indemnity with

the Trustee and reimbursement arrangements and terms of indemnity with each

Trust organized in connection with the Program; and

      WHEREAS, the Trustee is entering into this Agreement on behalf of itself

and on behalf of each Trust to be organized in connection with the Program and,

therefore, this Agreement shall inure to the benefit of and be binding upon each

such Trust.

      NOW, THEREFORE, in consideration of the agreements and obligations set

forth herein and for other good and valuable consideration, the sufficiency of

which is hereby acknowledged, each party hereby agrees as follows:

                                    ARTICLE I

                                   DEFINITIONS

      Section 1.01 Definitions. All capitalized terms not otherwise defined

herein will have the meanings set forth in the Standard Indenture Terms attached

as Exhibit 4.1 to Registration Statement on Form S-3 (File No. [__________])

filed with the Securities and Exchange Commission by ING USA on [_________],

2005, as may be amended. The following terms, as used herein, have the following

meanings:

      "Excluded Amounts" means (i) any obligation of any Trust to make any

payment to any Holder in accordance with the terms of the applicable Indenture

or such Trust's Notes, (ii) any obligation or expense of any Trust to the extent

that such obligation or expense has actually been paid utilizing funds available

to such Trust from payments under the applicable Funding Agreement, (iii) any

cost, loss, damage, claim, action, suit, expense, disbursement, tax, penalty or

liability of any kind or nature whatsoever resulting from or relating to any

insurance regulatory or other governmental authority asserting that: (a) any

Trust's Notes are, or are deemed to be, (1) participations in the applicable

Funding Agreement or (2) contracts of insurance, or (b) the offer, purchase,

sale and/or transfer of any Trust's Notes and/or the pledge and collateral

assignment of the applicable Funding Agreement by any Trust to the Indenture

Trustee on behalf of the Holders of such Trust's Notes (1) constitutes the

conduct of the business of insurance or reinsurance in any jurisdiction or (2)

requires such Trust or any Holder of such Trust's Notes to be licensed as an

insurer, insurance agent or broker in any jurisdiction, (iv) any cost, loss,

damage, claim, action, suit, expense, disbursement, tax, penalty or liability of

any kind or nature whatsoever imposed on the Trustee that results from the bad

faith, misconduct or negligence of the Trustee, (v) any costs and expenses

attributable solely to the Trustee's

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administrative overhead unrelated to the Program, (vi) any tax imposed on fees

paid to the Trustee, (vii) any withholding taxes imposed on or with respect of

payments made under the applicable Funding Agreement, the applicable Indenture

or a Trust's Note and (viii) any Additional Amounts paid to any Holder.

      "Fees" means the fees agreed to between ING USA and the Trustee as set

forth in the fee schedule attached as Exhibit A to this Agreement.

      "Obligation" means any and all (i) costs and expenses reasonably incurred

(including the reasonable fees and expenses of counsel) relating to the

offering, sale or issuance of any Notes by any Trust under the Program or the

administration of any Trust and (ii) costs, expenses and taxes of each Trust;

provided, however, that Obligations do not include Excluded Amounts.

                                    ARTICLE II

                                SERVICES AND FEES

      Section 2.01 Fees. ING USA hereby agrees to pay the Trustee its Fees. Such

Fees may be subject to amendment in the event of a substantive change in the

nature of the Trustee's duties under the Program, as may be agreed to in writing

from time to time by the Trustee and ING USA.

      Section 2.02 Payment of Obligations. (a) In the event that the Trustee

delivers written notice and evidence, reasonably satisfactory to ING USA, of any

Obligation of the Trustee or any Trust, ING USA shall, upon receipt of such

notice, promptly pay such Obligation. Notice of any Obligation (including any

invoices) should be sent to ING USA at its address set forth in Section 4.05

herein, or at such other address as such party shall hereafter furnish in

writing.

      (b) At the written request and expense of ING USA, the Trustee will (i)

from time to time execute all such instruments and other agreements and take all

such other actions as may be necessary or desirable on behalf of itself or any

Trust, or that ING USA may reasonably request, in writing, to protect any

interest of ING USA with respect to any Obligation or to enable ING USA to

exercise or enforce any right, interest or remedy it may have with respect to

any such Obligation, and (ii) release to ING USA any amount received from ING

USA relating to any Obligation or any portion of any Obligation, promptly after

any such amount relating to such Obligation, or any portion of any such

Obligation, is otherwise received by the Trustee or any Trust from a party other

than ING USA.

      (c) ING USA and the Trustee, on behalf of itself and each Trust, hereby

agree that all payments due under this Agreement in respect of any Obligation

shall be effected, and any responsibility of ING USA to pay such Obligation

pursuant to this Agreement shall be discharged, by the payment by ING USA to the

account of the person to whom such Obligation is owed. For the avoidance of

doubt, amounts due hereunder from ING USA to the Trustee are not subject to the

cap set forth in Section 6.06 of the Indenture.

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                                  ARTICLE III

                                INDEMNIFICATION

      Section 3.01 Indemnification.

      (a) Subject to the remaining sections of this Article III, ING USA

covenants to fully indemnify and defend the Trustee and its executive officers

and directors (each, a "Trustee Indemnified Person") for, and to hold them

harmless against, any and all loss, liability, claim, damage or reasonable

expense (including the reasonable compensation, expenses and disbursements of

its counsel) arising out of the acceptance by the Trustee, in its capacity as

Trustee, of administration of the applicable Trust Agreement or any Trust and/or

the performance of the Trustee's duties and/or