OMNIBUS INSTRUMENT

      WHEREAS, the parties named herein desire to enter into certain program documents contained herein, each such document (unless otherwise specified in such document) dated as of this 21 ^st day of May, 2008, relating to the issuance by ING USA Global Funding Trust 6 (the “Trust”) of extendible Notes with a principal amount of $1,250,000,000 to investors under the secured notes program sponsored by ING USA;

      WHEREAS, the Trust is a trust and will be organized under and its activities will be governed by the provisions of the Trust Agreement (set forth in Section A of this Omnibus Instrument), dated as of the date of the Pricing Supplement, by and between the parties thereto indicated in Section E herein;

      WHEREAS, certain expense and indemnification arrangements between ING USA and the Trustee, on behalf of itself and on behalf of the Trust, are governed pursuant to the provisions of the Expense and Indemnity Agreement dated as of May 25, 2005, by and between ING USA and the Trustee;

      WHEREAS, certain licensing arrangements between the Trustee, on behalf of the Trust, and ING Groep N.V. will be governed pursuant to the provisions of the License Agreement dated as of May 19, 2005, by and between the Trustee and ING Groep N.V.;

      WHEREAS, certain custodial arrangements for the Funding Agreement will be governed pursuant to the provisions of the Custodial Agreement (the “Custodial Agreement”) dated as of May 19, 2005 by and among U.S. Bank National Association, acting as custodian (the “Custodian”), the Indenture Trustee and the Trustee, on behalf of the Trust;

      WHEREAS, the Notes will be issued pursuant to the Indenture (set forth in Section B of this Omnibus Instrument), dated as of the Original Issue Date, by and between the parties thereto indicated in Section E herein;

      WHEREAS, the sale of the Notes will be governed by the Terms Agreement (set forth in Section C of this Omnibus Instrument), dated as of the date of the Pricing Supplement, by and among the parties thereto indicated in Section E herein; and

      WHEREAS, certain agreements relating to the Notes and the Funding Agreement are set forth in the Coordination Agreement (set forth in Section D of this Omnibus Instrument), dated as of the date of the Pricing Supplement, by and among the parties thereto indicated in Section E herein.

      All capitalized terms used herein and not otherwise defined will have the meanings set forth in the Indenture.

 

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SECTION A TRUST AGREEMENT

      This TRUST AGREEMENT (this “Trust Agreement”), dated as of the date of the Pricing Supplement, is entered into by and between GSS Holdings II, Inc., a Delaware corporation, as trust beneficial owner (the “Trust Beneficial Owner”), and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”).

 

W I T N E S S E T H:

      WHEREAS, the Trust Beneficial Owner and the Trustee desire to authorize the issuance of a Trust Beneficial Interest and a series of Notes in connection with the entry into this Trust Agreement;

      WHEREAS, all things necessary to make this Trust Agreement a valid and legally binding agreement of the Trustee and the Trust Beneficial Owner, enforceable in accordance with its terms, have been done;

      WHEREAS, the parties intend to provide for, among other things, (i) the issuance and sale of the Notes (pursuant to the Indenture, the Distribution Agreement and the related Terms Agreement) and the Trust Beneficial Interest, (ii) the use of the proceeds of the sale of the Notes and Trust Beneficial Interest to acquire the Funding Agreement, and (iii) all other actions deemed necessary or desirable in connection with the transactions contemplated by this Trust Agreement; and

      WHEREAS, the parties hereto desire to incorporate by reference those certain Standard Trust Terms, dated as of September 8, 2006, and attached to the Omnibus Instrument as Exhibit A (the “Standard Trust Terms”).

      NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which are hereby acknowledged, each party hereby agrees as follows:

 

ARTICLE 1

      Section 1.01 Incorporation by Reference . All terms, provisions and agreements set forth in the Standard Trust Terms (except to the extent expressly modified herein) are hereby incorporated herein by reference with the same force and effect as though fully set forth herein. All capitalized terms not otherwise defined herein (including the recitals hereof) shall have the meanings set forth in the Standard Trust Terms (the Standard Trust Terms and this Trust Agreement, collectively, the “Trust Agreement”). To the extent that the terms set forth in Article 2 of this Trust Agreement are inconsistent with the terms of the Standard Trust Terms, the terms set forth in Article 2 herein shall apply.

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ARTICLE 2

      Section 2.01 Name . The Trust created and governed by this Trust Agreement shall be the trust specified in the Omnibus Instrument. The name of the Trust shall be the name specified in the first paragraph of the Omnibus Instrument, as such name may be modified from time to time by the Trustee following written notice to the Trust Beneficial Owner.

      Section 2.02 Jurisdiction . The Trust is hereby organized in, and formed under and pursuant to, the laws of the jurisdiction specified in the Pricing Supplement.

      Section 2.03 Initial Capital Contribution and Ownership . The Trust Beneficial Owner has paid or has caused to be paid to, or to an account at the direction of, the Trustee, on the date hereof, the sum of $15 (or, in the case of Notes issued with original issue discount, such amount multiplied by the issue price of the Notes as specified in the Pricing Supplement). The Trustee hereby acknowledges receipt in trust from the Trust Beneficial Owner, as of the date hereof, of the foregoing contribution, which shall be used along with the proceeds from the sale of the series of Notes to purchase the Funding Agreement. Upon the creation of the Trust and the registration of the Trust Beneficial Interest in the Securities Register (as defined in the Trust Agreement) by the Trust Registrar in the name of the Trust Beneficial Owner, the Trust Beneficial Owner shall be the sole beneficial owner of the Trust.

      Section 2.04 Acknowledgment . The Trustee, on behalf of the Trust, expressly acknowledges its duties and obligations set forth in the Standard Trust Terms incorporated herein by reference.

Section 2.05 Additional Terms .

None.

Section 2.06 Omnibus Instrument; Execution and Incorporation of Terms .

      The parties hereto will enter into this Trust Agreement by executing the Omnibus Instrument.

      By executing the Omnibus Instrument, the Trustee and the Trust Beneficial Owner hereby agree that this Trust Agreement will constitute a legal, valid and binding agreement between the Trustee and the Trust Beneficial Owner.

      All terms relating to the Trust or the series of Notes not otherwise included herein will be as specified in the Omnibus Instrument or Pricing Supplement, as indicated herein.

      Section 2.07 Governing Law . This Trust Agreement will be governed by, and construed in accordance with, the laws of the jurisdiction specified in the Pricing Supplement.

      Section 2.08 Counterparts . This Trust Agreement, through the Omnibus Instrument, may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument.

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SECTION B INDENTURE

      This INDENTURE (this “Indenture”) is entered into as of the Original Issue Date by and between the ING USA Global Funding Trust specified in the Omnibus Instrument (the “Trust”) and Citibank, N.A., as indenture trustee (the “Indenture Trustee”).

      Citibank, N.A., in its capacity as Indenture Trustee, hereby accepts its role as Registrar, Paying Agent, Transfer Agent and Calculation Agent hereunder.

      References herein to “Indenture Trustee,” “Registrar,” “Transfer Agent,” “Paying Agent” or “Calculation Agent” shall include the permitted successors and assigns of any such entity from time to time.

 

W I T N E S S E T H:

      WHEREAS, the Trust has duly authorized the execution and delivery of this Indenture to provide for the issuance of Notes;

      WHEREAS, all things necessary to make this Indenture a valid and legally binding agreement of the Trust and the other parties to this Indenture, enforceable in accordance with its terms, have been done, and the Trust proposes to do all things necessary to make the Notes, when executed by the Trust and authenticated and delivered pursuant hereto, valid and legally binding obligations of the Trust as hereinafter provided; and

      WHEREAS, the parties hereto desire to incorporate by reference those certain Standard Indenture Terms, dated as of September 8, 2006, and attached to the Omnibus Instrument as Exhibit B (the “Standard Indenture Terms”).

      NOW, THEREFORE, for and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed by each of the parties hereto as follows:

 

ARTICLE 1

      Section 1.01 Incorporation by Reference . All terms, provisions and agreements set forth in the Standard Indenture Terms (except to the extent expressly modified herein) are hereby incorporated herein by reference with the same force and effect as though fully set forth herein. All capitalized terms not otherwise defined herein (including the recitals hereof) shall have the meanings set forth in the Standard Indenture Terms (the Standard Indenture Terms and this Indenture, collectively, the “Indenture”). To the extent that the terms set forth in Article 2 of this Indenture are inconsistent with the terms of the Standard Indenture Terms, the terms set forth in Article 2 herein shall apply.

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ARTICLE 2

      Section 2.01 Agreement to be Bound . Each of the Trust, the Indenture Trustee, the Registrar, the Transfer Agent, the Paying Agent and the Calculation Agent hereby agrees to be bound by all of the terms, provisions and agreements set forth in the Indenture, with respect to all matters contemplated in the Indenture, including, without limitation, those relating to the issuance of the below-referenced Notes.

      Section 2.02 Designation of the Trust, the Notes and the Funding Agreement . The Trust created by the Trust Agreement specified in the Omnibus Instrument and referred to herein is the ING USA Global Funding Trust specified in the Omnibus Instrument. The Notes issued by the Trust and governed by the Indenture shall be the Notes specified in the Pricing Supplement. The Funding Agreement designated hereby is the Funding Agreement designated in the Pricing Supplement, effective as of the Original Issue Date, between the Trust and ING USA.

Section 2.03 Additional Terms .

      For purposes of this Indenture, the first sentence of Section 2.04(c) of the Standard Indenture Terms is hereby amended and restated as follows: “In connection with the redemption by the Trust of the Notes under Section 2.04(a), upon receipt by the Trust of notice of redemption of the Funding Agreement from ING USA, the Trust will promptly give written notice of such redemption to the Indenture Trustee and the Indenture Trustee will give written notice to the Holders in accordance with Section 1.06 upon not less than five (5) Business Days prior to the date set for such redemption.”

Section 2.04 Omnibus Instrument; Execution and Incorporation of Terms .

The parties hereto will enter into this Indenture by executing the Omnibus Instrument.

      By executing the Omnibus Instrument, the Indenture Trustee, the Registrar, the Transfer Agent, the Paying Agent, the Calculation Agent and the Trust hereby agree that the Indenture will constitute a legal, valid and binding agreement between the Indenture Trustee, the Registrar, the Transfer Agent, the Paying Agent, the Calculation Agent and the Trust.

      All terms relating to the Trust or the Notes not otherwise included herein will be as specified in the Omnibus Instrument or Pricing Supplement, as indicated herein.

      Section 2.05 Counterparts . This Indenture, through the Omnibus Instrument, may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute one and the same instrument.

      Section 2.06 Acknowledgment of Multiple Roles . The parties expressly acknowledge and consent to U.S. Bank National Association acting in the capacity of Trustee of the Trust and in the capacity of Custodian with respect to the Funding Agreement being pledged and assigned by the Trust to the Indenture Trustee. U.S. Bank National Association may, in such dual capacities, discharge its separate functions fully, without hindrance or regard to conflict of

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interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by U.S. Bank National Association of any of its respective duties in its capacities as Custodian and/or Trustee. The parties hereto waive all defenses, claims or assertions against U.S. Bank National Association which are based on the foregoing.

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SECTION C

 

TERMS AGREEMENT

      This TERMS AGREEMENT (this “Terms Agreement”) is entered into as of the date of the Pricing Supplement by and among ING USA Annuity and Life Insurance Company (“ING USA”), the ING USA Global Funding Trust specified in the Omnibus Instrument (the “Trust”) and the Agent(s) specified in the Pricing Supplement (the “Agent(s)”).

 

W I T N E S S E T H:

      WHEREAS, ING USA and the Agent(s) have entered into that certain Distribution Agreement dated September 12, 2006 (the “Distribution Agreement”).

      NOW, THEREFORE, in consideration of the mutual promises set forth herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, each of the parties hereby agrees as follows:

 

ARTICLE 1

      Section 1.01 Incorporation by Reference . The provisions of the Distribution Agreement and the related definitions (unless otherwise specified herein) are incorporated by reference herein and shall be deemed to have the same force and effect as if set forth in full herein.

 

ARTICLE 2

Section 2.01 Addition of Trust as Party to Distribution Agreement .

      Pursuant to Section 1 of the Distribution Agreement, each of the undersigned parties hereby acknowledges and agrees that the Trust, upon execution hereof by the Trust and the other parties to this Terms Agreement, shall become a Trust for purposes of the Distribution Agreement in accordance with the terms thereof, in respect of the Notes, with all the authority, rights, powers, duties and obligations of a Trust under the Distribution Agreement. The Trust confirms that any agreement, covenant, acknowledgment, representation or warranty under the Distribution Agreement applicable to the Trust is made by the Trust at the date hereof, unless another time or times are specified in the Distribution Agreement, in which case such agreement, covenant, acknowledgment, representation or warranty shall be deemed to be confirmed by the Trust at such specified time or times.

 

Section 2.02 Purchase of Notes as Principal .

      (a) Subject in all respects to the terms and conditions of the Distribution Agreement, the Trust hereby agrees to sell to each Agent and each Agent hereby agrees to purchase, severally and not jointly, the Notes having the terms specified in the Pricing Supplement relating to such Notes.

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      (b) In connection with any purchase of Notes from the Trust by the Agent(s) as principal, the parties agree that the items specified on Schedule I of the Omnibus Instrument will be delivered as of the Settlement Date.

      Section 2.03 Termination . Upon the termination of this Terms Agreement pursuant to Section 13(b) of the Distribution Agreement the undersigned parties hereby agree to allocate the expenses reasonably incurred prior to or in connection with such termination as follows:

The expenses will be borne by ING USA.

      Section 2.04 Applicable Time. For purposes of the Distribution Agreement, the Applicable Time shall be 4:30 p.m., New York