EXPENSE AND INDEMNITY AGREEMENT

<PAGE>

EXHIBIT 10.4

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

custodian (the "Custodian").

WHEREAS, in consideration of the Custodian's services to each Trust

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

ING USA hereby agrees to the following compensation arrangements and terms of

indemnity.

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 [?] 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 Custodian that results from the bad

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

attributable solely to the Custodian's administrative overhead unrelated to the

Program, (vi) any tax imposed on fees paid to the Custodian, (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 Custodian as set

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

<PAGE>

"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

safekeeping of any Collateral 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 Custodian its Fees.

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

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

writing from time to time by the Custodian and ING USA.

Section 2.02 Payment of Obligations.

(a) In the event that the Custodian delivers written notice and evidence,

reasonably satisfactory to ING USA, of any Obligation of the Custodian, 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 4.04, or at such other address as such party shall hereafter

furnish in writing.

(b) At the written request and expense of ING USA, the Custodian 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, 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 a party other than ING USA in

connection with any Obligation or any portion thereof, promptly after any such

amount is received by the Custodian.

(c) ING USA and the Custodian 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 Custodian are not subject to the cap set forth in Section

6.06 of the Indenture.

ARTICLE III

INDEMNIFICATION

Section 3.01 Indemnification. Subject to the remaining sections of this

Article III, ING USA covenants to fully indemnify and defend the Custodian and