JOINDER NUMBER 2005-1 TO TAX SHARING AGREEMENT

Tax Allocation or Sharing Agreement

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ING America Insurance Holdings, Inc.

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Title: JOINDER NUMBER 2005-1 TO TAX SHARING AGREEMENT
Date: 5/12/2006

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Exhibit 10.

JOINDER NUMBER 2005-1

TAX SHARING AGREEMENT

This Joinder Number 2005-1 to Tax Sharing Agreement, dated January 20, 2006, is entered into by and between ING USA Annuity and Life Insurance Company (“ING USA”) and ING America Insurance Holdings, Inc. (“ING”), on its own behalf and on behalf of each of its subsidiaries that are currently parties to that certain Tax Sharing Agreement hereinafter described (the “Subsidiaries”).

WHEREAS, ING and the Subsidiaries are members of an affiliated group, as that term is defined in Section 1504 of the Internal Revenue Code of 1986, as amended, which expects to file a consolidated federal income tax return for each taxable year during which the Subsidiaries are includible corporations qualified to so file;

WHEREAS, ING and the Subsidiaries entered into that certain Tax Sharing Agreement attached hereto as Exhibit A (the “Agreement”) to provide for the manner of computation of the amounts and timing of payments with regard to the consolidated federal income tax return of the affiliated group for each taxable year;

WHEREAS, pursuant to Section 5 of the Agreement, subsidiaries of ING that were not immediately eligible to join the affiliated group as of the effective date of the Tax Sharing Agreement are subsequently allowed to join when they become eligible to join the affiliated group; and

WHEREAS, ING USA has become an eligible subsidiary effective January 1, 2005 and in accordance with Section 5 of the Agreement is now eligible to join the affiliated group and become a party to the Agreement;

NOW THEREFORE, in consideration of the mutual promises set forth herein, and intending to be legally bound hereby, the parties agree as follows:

1.	In accordance with Section 5 of the Agreement, effective January 1, 2005 (the “Effective Time”), ING USA has joined in and become a party to the Agreement.

Notwithstanding paragraph 12 of the Agreement, with respect to ING USA, the Agreement: (i) shall be effective from and after the Effective Time; and (ii) shall apply to taxable year 2005 and to all subsequent periods unless and until amended or terminated, as provided in Section 10 of the Agreement.

3.	Except as otherwise specifically provided in this Joinder Number 2005-1, from and after the Effective Time, ING USA shall be subject to all of the terms and conditions of the Agreement.

IN WITNESS WHEREOF, the parties have caused this Joinder Number 2005-1 to be duly executed as of the date first written above.

ING America Insurance Holdings, Inc.

By: /s/ David Pendergrass

Name: David Pendergrass

Title: Treasurer

ING USA Annuity and Life Insurance Company

By: /s/ Paula Cludray-Engelke

Name: Paula Cludray-Engelke

Title: Secretary

Exhibit A

TAX SHARING AGREEMENT

THIS AGREEMENT is entered into by and between ING AMERICA INSURANCE HOLDINGS, INC. ("ING") and each of its undersigned Subsidiaries (“the Subsidiaries”, or in the singular “Subsidiary”).

WITNESSETH:

WHEREAS, ING and the Subsidiaries are members of an affiliated group, as that term is defined in Section 1504 of the Internal Revenue Code of 1986, as amended (the "Code"), which expects to file a consolidated federal income tax return for each taxable year during which the Subsidiaries are includible corporations qualified to so file; and

WHEREAS, it is desirable for the Subsidiaries and ING to enter into this Tax Sharing Agreement ("Agreement") to provide for the manner of computation of the amounts and timing of payments with regard thereto by ING to the Subsidiaries and by the Subsidiaries to ING, and various related matters;

NOW, THEREFORE, in consideration of the agreements contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.	AMOUNT OF PAYMENTS

General - For each taxable year during which a Subsidiary is included in a consolidated federal income tax return with ING, the Subsidiary will pay to ING an amount equal to the regular federal income tax liability (including any interest, penalties and other additions to tax) that such Subsidiary would pay on its taxable income if it were filing a separate, unconsolidated return, provided that (i) Tax Assets (as defined herein) will be treated in accordance with subsection (b) of this section, (ii) intercompany transactions will be treated in accordance with income tax regulations governing intercompany transactions in consolidated returns and subject to any election which may be made by ING with regard thereto; (iii) the Subsidiary's payment will be increased to the extent that such Subsidiary generates Other Taxes, as determined in accordance with subsection (d) of this section; (iv) such computation will be made as though the highest rate of tax specified in subsection (b) of Section 11 of the Code were the only rate set forth in that subsection, and (v) such computation shall reflect the positions, elections and accounting methods used by ING in preparing the consolidated federal income tax return for ING and its Subsidiaries.

Tax Assets - "Tax Asset" shall mean any net operating loss, net capital loss, investment tax credit, foreign tax credit, charitable deduction, dividends received deduction or any other deduction, credit or tax attribute which could reduce taxes. Except as provided in subsection (c) of this section, for each taxable year during which a Subsidiary is included in a consolidated federal income tax return with ING, ING will pay to the Subsidiary an amount equal to the tax benefit of the Subsidiary's Tax Assets generated in such year. The valuation of the tax benefit attributable to a Subsidiary’s Tax Assets shall be made by ING, and shall be determined without regard to whether such Tax Assets are actually utilized in the reduction of the consolidated federal income tax liability for any consolidated taxable year.

Separate Return Years - To the extent any portion of a Tax Asset of the affiliated group is carried back to a pre-consolidation separate return year of a Subsidiary (whether by operation of law or at the discretion of ING) the Subsidiary shall not be entitled to payment from ING with respect thereto. This shall be the case whether or not that Subsidiary actually receives payment for the benefit of such Tax Asset from the Internal Revenue Service ("IRS") or from the parent of a former affiliated group.

Other Taxes - For any taxable year in which the affiliated group incurs taxes (other than the alternative minimum tax) such as ITC recapture, environmental tax, etc. (“Other Taxes”), such taxes, to the extent directly allocable to particular members of the affiliated group, will be paid by such members. To the extent such taxes are not directly allocable to particular members of the affiliated group, such taxes will be paid by ING and/or the Subsidiaries producing the attributes that give rise to such taxes, in the proportion that such attributes bear to the total amount of such attributes.

Alternative minimum tax ("AMT") and Related minimum tax credit ("MTC") - For any taxable year in which the affiliated group incurs an AMT or utilizes a MTC, the Subsidiaries producing the attributes that give rise to the AMT or MTC shall pay to, or receive from, ING such AMT or MTC amount respectively. The calculation of the AMT or MTC shall be subject to a methodology determined by ING in its sole discretion, provided, however, that any method adopted by ING shall not be changed without prior notification to all affected Subsidiaries. Any payments required under this subsection are in addition to payments required under the previous subsections.

f.	Unless specifically approved in writing, all payments made pursuant to this Agreement by a Subsidiary shall be made by that Subsidiary, and not by any other company or business unit on behalf of such Subsidiary.

2.	INSTALLMENT PAYMENTS

Determination and Timing - During and following a taxable year in which a Subsidiary is included in a consolidated federal income tax return with ING, it shall pay to ING, or receive from ING, as the case may be, installment payments of the amount determined pursuant to section 1 of this Agreement. Payments shall take place on the dates, on the bases of calculations, and in amounts that produce cumulative installments, as follows:

DATE	BASIS OF CALCULATION	CUMULATIVE INSTALLMENT
April 15	Prior year annual financial statement	25% of tax liability as determined in prior year financial statements results updated for known adjustments

June 15	March 31 three month financial statement	50% of tax liability as determined by current financial statement annualized results

September 15	June 30 six month financial statement	75% of tax liability as determined by current financial statement annualized results

December 15	September 30 nine month financial statement	100% of tax liability as determined by current financial statement annualized results

March 15	Year-end annual financial statement	100% of tax liability as determined by actual financial statements results for prior year updated for known adjustments

Not earlier than September 15 of the following year	Final tax return	100% of tax liability for prior year

The due dates, basis of calculation and cumulative installments set forth above and made during a taxable year are intended to correspond to the applicable percentages as set forth in Section 6655(e)(2)(B)(ii) of the Code. Should the Code be amended to alter such provisions, it is hereby agreed by the parties to this Agreement that the provisions will correspondingly change. ING may revise the schedule of installment payments set forth in this paragraph, and may provide for annual rather than quarterly payments in cases where amounts due fall below a certain threshold, although any such change shall be prospective and shall not take effect prior to written notice to the Subsidiaries.

Estimated Taxes and Other Amounts - ING shall pay required installments of federal estimated taxes pursuant to Code section 6655, and such other amounts with respect to taxes shown on the consolidated return for the taxable year pursuant to any other applicable provision of the Code ("tax payment"), to the IRS on behalf of itself and each Subsidiary. ING shall have the sole right to determine the amount of each such tax payment with respect to the affiliated group's tax liability for the taxable year.

Additional Payments by Subsidiary - Should the amount of any tax payment made by ING under this section exceed the sum of installment payments made by all Subsidiaries for any corresponding installment date pursuant to section 2 of this Agreement, ING may, in its sole discretion, determine such Subsidiary's fair and reasonable share of that excess, and notify such Subsidiary thereof and such amount shall be paid over to ING within 15 business days of the date of notification by ING. Should ING make any tax payment to the IRS on a date that does not correspond to the installment dates pursuant to section 2, each Subsidiary will pay over to ING an amount which ING may in its sole discretion, determine to be due from such Subsidiary.

Penalty in Addition to Tax - If a penalty or an addition to tax for underpayment of estimated taxes is imposed on the affiliated group with respect to any required installment under section 6655 of the Code, ING shall, in its sole discretion, determine the amount of each Subsidiary's share of such penalty or addition to tax, which amount shall be paid over to ING within 15 business days of the date of notification by ING.

ADJUSTED RETURNS - If any adjustments are made to the income, gains, losses, deductions or credits of the affiliated group for a taxable year during which a Subsidiary is a member, whether by reason of the filing of an amended return, or a claim for refund with respect to such taxable year, or an audit with respect to such taxable year by the IRS, the amounts due under this Agreement for such taxable year shall be redetermined by taking into account such adjustments. If, as a result of such redetermination, any amounts due under this Agreement shall differ from the amounts previously paid, then, except as provided in section 6 hereof, payment of such difference shall be made by the Subsidiary to ING or by ING to the Subsidiary, as the case may be, (a) in the case of an adjustment resulting in a refund or credit, not later than thirty (30) days after the date on which such refund is received or credit is allowed with respect to such adjustment or (b) in the case of an adjustment resulting in the assertion of a deficiency, not later than thirty (30) days after the Subsidiary is notified of the deficiency. Any amounts due to or from a Subsidiary under this section shall be determined with respect to such refund or deficiency and any penalties, interest or other additions to tax which may be imposed. ING shall indemnify each Subsidiary in the event the Internal Revenue Service levies upon such Subsidiary’s assets for unpaid taxes in excess of the amount required to be paid by such Subsidiary in relation to a consolidated federal income tax return filed pursuant to this Agreement.

PROCEDURAL MATTERS - ING shall prepare and file the consolidated federal income tax return and any other returns, documents or statements required to be filed with the IRS with respect to the determination of the federal income tax liability of the affiliated group. In its sole discretion, ING shall have the right with respect to any consolidated federal income tax returns which it has filed or will file, (a) to determine (i) the manner in which such returns, documents or statements shall be prepared and filed, including, without limitation, the manner in which any item of income, gain, loss, deduction or credit shall be reported, (ii) whether any extensions may be requested and (iii) the elections that will be made by any Subsidiary, (b) to contest, compromise or settle any adjustment or deficiency proposed, asserted or assessed as a result of any audit of such returns by the IRS, (c) to file, prosecute, compromise or settle any claim for refund and (d) to determine whether any refunds to which the affiliated group may be entitled shall be paid by way of refund or credited against the tax liability of the affiliated group. Each Sub