Expense and Indemnity Agreement

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EXHIBIT 10.3

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 GSS Holdings II, Inc., as trust

beneficial owner (the "Trust Beneficial Owner").

WHEREAS, in consideration of the Trust Beneficial Owner being the sole

beneficial owner of each Trust created in connection with the Program and

pursuant to the Program Documents under which the Trust Beneficial Owner will

have certain duties and obligations, 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 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 Trust Beneficial Owner that results

from the bad faith, misconduct or negligence of the Trust Beneficial Owner, (v)

any costs and expenses attributable solely to the Trust Beneficial Owner's

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

paid to the Trust Beneficial Owner, (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.

1

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"Fees" means the fees agreed to between ING USA and the Trust Beneficial

Owner 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 and issuance of the Notes by each Trust under the Program 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 Trust Beneficial Owner

its Fees.

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

Beneficial Owner delivers written notice and evidence, reasonably satisfactory

to ING USA, of any Obligation of the Trust Beneficial Owner, 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 herein, or at such other address as such party shall hereafter

furnish in writing.

(b) The Trust Beneficial Owner 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 request, 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, immediately after

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

Obligation, is otherwise received by the Trust Beneficial Owner from a party

other than ING USA.

(c) ING USA and the Trust Beneficial Owner 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.

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 Trust<