FORM OF EXPENSE AND INDEMNITY AGREEMENT

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EXHIBIT 10.2

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 Citibank, N.A., as indenture trustee,

registrar, transfer agent, paying agent and calculation agent ("Citibank").

WHEREAS, in consideration of Citibank providing services to each Trust

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

under which Citibank 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 [__] to Registration Statement on Form S-3 (File No. [___________])

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

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 Citibank 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 Citibank that results from the bad faith,

willful misconduct or negligence of Citibank, (v) any costs and expenses

attributable solely to Citibank's administrative overhead unrelated to the

Program, (vi) any tax imposed on fees paid to Citibank, (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.

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"Fees" means the fees agreed to between ING USA and Citibank 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, (ii)

costs and expenses reasonably incurred (including the reasonable fees and

expenses of counsel) as expressly authorized under the applicable Indenture and

any of the other Program Documents and (iii) 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 Citibank its Fees. Such

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

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

from time to time by Citibank and ING USA.

Section 2.02 Payment of Obligations.

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

reasonably satisfactory to ING USA, of any Obligation, 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 ING USA shall hereafter furnish to

Citibank in writing.

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

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

other actions as may be reasonably necessary or desirable, or that ING USA may

otherwise 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 Citibank.

(c) ING USA and Citibank 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 Citibank 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 Citibank and its

executive officers, directors and agents (each, an "Indemnified Person") for,

and to hold it harmless against, any and all loss, liability, claim, damage or

reasonable expense (including the reasonable compensation, expenses

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and disbursements of its counsel) arising out of the acceptance by Citibank, in

its capacity as Indenture Trustee or as an Agent, of administration of the

applicable Indenture or any Trust and/or the performance of its duties and/or

the exercise of its respective rights under the applicable Indenture, including

the reasonable costs and expenses of defending itself against or investigating

any claim of liability in the premises, except to the extent such loss,

liability, claim, damage or expense arises out of or is related to the bad

faith, willful misconduct or negligence of Citibank. Notwithstanding anything to

the contrary, ING USA shall have no obligation to indemnify or defend Citibank

for any loss, liability, claim, damage or expense relating to (i) any costs and

expenses attributable solely to Citibank's administrative overhead unrelated to

the Program or (ii) any tax imposed on the Fees paid to Citibank.

Section 3.02 Proceedings. An Indemnified Person shall give prompt written

notice to ING USA of any action, suit or proceeding commenced or threatened

against the Indemnified Person. In case any such action, suit or proceeding

shall be brought involving an Indemnified Person, ING USA may, in its sole

discretion, elect to assume the defense of the Indemnified Person, and, if it so

elects, ING USA shall, in consultation with such Indemnified Person, select

counsel, reasonably acceptable to the Indemnified Person, to represent the

Indemnified Person and pay the reasonable fees and expenses of such counsel. In

any such action, investigation or proceeding, the Indemnified Person shall have

the right to retain its own counsel but ING USA shall not be obligated to pay

the fees and disbursements of such counsel unless (i) ING USA and the

Indemnified Person shall have mutually agreed in writing to the retention of

such counsel, (ii) the named parties to any such action, investigation or

proceeding (including any impleaded parties) include both ING USA and the

Indemnified Person and the Indemnified Person shall have reasonably and in good

faith concluded that representation of both parties by the same counsel would be

inappropriate due to actual or potential differing interests between them, or

(iii) ING USA fails, within ten (10) days prior to the date the first response

or appearance is required to be made in any such proceeding, to assume the

defense of such proceeding with