Planning for a 21 st Century Retirement Name

Planning for a 21 st Century Retirement Name Title Month, Day, Year ING ANNUITIES Your future. Made easier. SM

Disclosure You should consider the investment objectives, risks and charges, and expenses of the variable annuity and its underlying investment options carefully before investing. The prospectuses for the variable annuity and underlying investment options contain this and other information. You may obtain free prospectuses by calling your financial professional or 800 -366 -0066. Please read the prospectuses carefully before investing. ING variable annuities are flexible premium deferred combination variable annuities issued by ING USA Annuity and Life Insurance Company (Des Moines, IA) and distributed by Directed Services LLC (West Chester, PA). Variable annuities are long-term investments designed for retirement planning. They are a contract between you and an insurance company, under which the insurer agrees to make periodic payments to you. Additionally, variable annuities offer the opportunity to allocate premiums among fixed and variable investment options that have the potential to grow income tax-deferred, until an income stream begins. These payments, called annuity income, will begin either immediately or at a future date and a part of which may be the return of your premium or principal. This income is guaranteed by the issuing insurance company for a specified period of time or for the life of the annuitant. Optional benefits and riders are available for an additional cost. Variable insurance products are subject to investment risk, are not guaranteed and will fluctuate in value. In addition, there is no guarantee that any variable investment option will meet its stated objective. ING Variable Annuities and living benefits may not be available in all states. All guarantees are based on the financial strength and claims-paying ability of ING USA Annuity and Life Insurance Company, who is solely responsible for all obligations under its policies. All withdrawals reduce the death benefit and may reduce the value of any optional benefits. Early withdrawals and other distributions of taxable amounts may be subject to ordinary income tax, a surrender charge, and if taken prior to age 59½, a 10% federal tax penalty may apply. ING 2 Your future. Made easier. SM

Disclosure Withdrawals from the Fixed Account also may be subject to an MVA. See the prospectus for details. Account values fluctuate with market conditions, and when surrendered the principal may be worth more or less than the original amount invested. IRAs and other qualified plans already provide tax deferral like that provided by the annuity. For an additional cost, the annuity provides additional features and benefits, including death benefits and the ability to receive a lifetime income. If other options are available, you should not purchase a qualified annuity unless you want these additional features and benefits, taking into account their cost. The information and opinions presented by (Speaker) is for general information only and is not intended to provide specific advice or recommendations for any individual. You should contact your investment representative, attorney, accountant or tax advisor with regard to your individual situation. The opinions of (Speaker) do not necessarily reflect those of ING or its affiliates. The guarantees discussed in this presentation are subject to certain restrictions and limitations and are based on the financial strength and claims-paying ability of ING USA Annuity and Life Insurance Company, who is solely responsible for all obligations under its policies. ING variable annuities are issued by ING USA Annuity and Life Insurance Company (Des Moines, IA) and distributed by Directed Services LLC (West Chester, PA). Benefit rider form IU-RA-1047(08/06), IU-RA-3077, and IU-RA-3078. ING 3 Your future. Made easier. SM

Agenda Ø ING: A Global Leader Ø Retirement of the 21 st Century Ø The Accumulation Challenge Ø The Distribution Challenge Ø Solutions ING 4 Your future. Made easier. SM

ING: A Global Leader Ø 75 million private corporate and institutional clients Ø More than 120, 000 employees in over 50 countries Ø $770 billion in assets under management as of December 31, 2008 Ø Ranks 9 th in the 2008 Forbes Global 2000 measured by composite ranking of sales, profits, assets and market value Ø Ranks 7 th in the 2008 FORTUNE Global 500 measured by revenue ING 5 Your future. Made easier. SM

Retirement of the 21 st Century Americans live longer 37. 3 million number of people in the U. S. age 65 and older 5. 3 million number of people in the U. S. age 85 and older 84, 331 number of centenarians (age 100 or older) in the U. S. Source: U. S. Census Bureau, 2008 ING 6

Retirement of the 21 st Century The Future of Social Security is Uncertain 18 16 14 12 10 8 6 4 2 0 16. 5 Workers Beneficiary 3. 3 1 1950 1 2008 Source: Social Security Administration, 2008 ING 7

Retirement of the 21 st Century Corporate Defined Benefit Pension Plans in the U. S. Disappearing 1985 112, 208 2007 27, 900 Source: Pension Insurance Data Book, PBGC, 2008 ING 8 Your future. Made easier. SM

Retirement of the 21 st Century Inflation decreases buying power Source: U. S. Department of Labor; Consumer Price Index, May 2008 ING 9 Your future. Made easier. SM

Retirement of the 21 st Century Inflation increases your expenses Today’s expenses $72, 058 Expenses in 25 Years 3% Annual Inflation $150, 873 $72, 058 was the annual expenditure for individuals age 65+ with income greater than $70, 000 from the U. S. Department of Labor, Bureau of Statistics, Consumer Expenditures 2000 report. All other numbers were calculated based on a hypothetical 3% rate of inflation (historical average from 1926 to March 2003 was 3. 06%) to show the effects over time; actual rates may be more or less. ING 10

Retirement of the 21 st Century The cost of health care is increasing faster than inflation Data from AARP indicate that name-brand prescription drug costs increased by 7. 4% in 2007. Older adults currently spend an average of 19% of their cash incomes on health care (National Center for Policy Analysis, 2009). A couple age 65 will need approximately $240, 000 to pay for out of pocket medical expenses in retirement. (Fidelity, 2009) ING 11 Your future. Made easier. SM

The Retirement of the 21 st Century The Way it Is The Way it Was • Live 5 -10 years in retirement • Live 20 -30 years in retirement • Collect Social Security • Social Security and pensions are in trouble • Receive pension • Healthcare covered by former employer and Medicare ING • Out of pocket health care expenses increased • Retirement funded largely with personal savings 12

The Accumulation Challenge Government bonds and Treasury bills are guaranteed by the full faith and credit of the United States government as to the timely payment of principal and interest, while stocks are not guaranteed and have been more volatile than other asset classes. Furthermore, small company stocks are more volatile than large company stocks, are subject to significant price fluctuations and business risk, and are thinly traded. Generally, the higher the potential return, the greater the risk. Past Performance is no guarantee of future results. Hypothetical value if $1 invested at the beginning of 1926. Assumes reinvestment of income and no transaction costs or taxes. This is for illustrative purposes only and not indicative of any investment. An investment cannot be made directly in an index. © 2008 Morningstar, Inc. All rights reserved. 3/1/2009. ING 13 Your future. Made easier. SM

Averages are Deceiving Source: Calculated by ING USA Annuity and Life Insurance Company using data presented in Stocks, Bonds, Bills and Inflation 2008 Yearbook, Ibbotson Associates, Inc. as measured by the S&P 500. All rights reserved. Used with permission. Past performance is no guarantee of future results. ING 14 Your future. Made easier. SM

A Tale of Two Investors Ed Ed ran out of money in 1989 • Retired in 1972 • Portfolio value of $250, 000 • Annual withdrawals of $12, 500 (adjusted for inflation) • Two years of heavy market declines This hypothetical illustration is courtesy of Van Kampen Stocks are represented by the S&P 500 Index, which is a broad-based index, the performance of which is based on the performance of 500 widely-held common stocks chosen for market size, liquidity, and industry group representation. The Index does not include product expenses, fees or sales charges, which would lower performance. The Index is unmanaged and should not be considered an investment. You cannot invest directly in an index. Withdrawals are adjusted for inflation so that the current real value of the money drawn each year is $12, 500. Withdrawals are made at the beginning of each year and are hypothetical examples. All results shown are gross of taxes on capital gains and ordinary income. If taxes were included, returns would be lower. This illustration is not intended to predict the performance of any specific investment. Past performance is no guarantee of future results. ING 15

A Tale of Two Investors Donna has a contract value of $499, 000 in 2008 Donna • Retired in 1973 (1 year later) • Portfolio value of $250, 000 • Annual withdrawals of $12, 500 (adjusted for inflation) • Missed the market decline of 1973 This hypothetical illustration is courtesy of Van Kampen Stocks are represented by the S&P 500 Index, which is a broad-based index, the performance of which is based on the performance of 500 widelyheld common stocks chosen for market size, liquidity, and industry group representation. The Index does not include product expenses, fees or sales charges, which would lower performance. The Index is unmanaged and should not be considered an investment. You cannot invest directly in an index. Withdrawals are adjusted for inflation so that the current real value of the money drawn each year is $12, 500. Withdrawals are made at the beginning of each year and are hypothetical examples. All results shown are gross of taxes on capital gains and ordinary income. If taxes were included, returns would be lower. This illustration is not intended to predict the performance of any specific investment. Past performance is no guarantee of future results. ING 16

The Distribution Challenge Plan A § Your assets grow throughout your accumulation period § Positive returns help your nest egg to continue to grow even after you begin taking withdrawals § Your money supports your lifestyle for the rest of your life Plan B An investment vehicle that protects against loss of assets or income ING 17

Solutions Your most valuable assets: Home Life Car Health ING 18 Your future. Made easier. SM

Solutions Likelihood that: § Your house will catch fire: 0. 08% § You will be in a car accident: 0. 42% § You will lose money in the stock market during a calendar year: 29% Sources: About Long Term Care Insurance, Thomas Day, 2006; Based on the return of the S&P 500 Index from 1926 -2004, calculated by ING USA Annuity and Life Insurance Company by using data presented in Stocks, Bonds, Bills and Inflation 2005 Yearbook, Ibbotson Associates, Inc. ING 19 Your future. Made easier. SM

Solutions Plan B: A Variable Annuity Can Help You Prepare for Retirement Finding Guaranteed Income Sources Currently, there are 3 possible sources of guaranteed income in retirement: § Social Security – the future of which is uncertain; § Corporate pensions – rapidly disappearing as life expectancies continue to § ING rise and corporations realize “lifetime payments” cost more than in the past; and finally, Annuities – subject to the claims-paying ability of the issuing company. 20 Your future. Made easier. SM

Solutions: ING variable annuities Variable annuities are long-term investments designed for retirement planning. They offer the opportunity to allocate premiums among fixed and variable investment options that have the potential to grow income tax-deferred, until an income stream begins. Optional benefits and riders are available for an additional cost. There are two phases to a variable annuity contract: § Accumulation Phase – assets are invested in portfolios you choose and have the potential to grow tax-deferred. Optional living benefits provide protection against loss of current and future income during this phase, while death benefit provide protection for your beneficiaries. 1 § Income Phase – choose to receive income from variety of payout options including a lifetime Income stream. Annuity income is defined as a series of periodic payments, a part of which may be return of your premium or principal, which is guaranteed by the issuing insurance company for a specified period of time or for the life of the annuitant. 1 All withdrawals reduce the death benefit and may reduce the value of any optional benefits. Early withdrawals and other distributions of taxable amounts may be subject to ordinary income tax, a surrender charge, and if taken prior to age 59½, an IRS 10% premature distribution penalty tax may apply. ING 21 Your future. Made easier. SM

Solutions: ING variable annuities Investments: § A variable annuity provides access to a diverse range of professionallymanaged investment portfolios. § Options exist across a variety of investment styles with varying degrees of risk, enabling you to allocate your investment to help meet your financial goals. § Subject to market risk. Your investment return will fluctuate in value (positive or negative), including loss of principal, reflecting the performance of the investment portfolios chosen. Tax Advantages: § Because earnings in a variable annuity are tax-deferred, annuities can be a taxadvantaged way to help accumulate retirement savings. Qualified plans and IRAs already have tax deferral, therefore variable annuities should be purchased for other reasons including death benefit guarantees. § Withdrawals are subject to income tax and if taken prior to age 59½, a 10% IRS penalty tax may apply. Protection: § Provided by death benefits and optional living benefits, available for an additional costs. ING 22 Your future. Made easier. SM

Solutions ING Life. Pay Plus Withdrawal Benefit ING 23

ING Life. Pay Plus and ING Joint ING Life. Pay Plus: § § § Annual Ratchet opportunities for life 6% Step-Up provides protection in down or flat markets Option for lifetime income at age 59 ½ ING Income Optimizer can be added for tax-efficient income You do not have to annuitize the contract to begin receiving the benefit § The ING Life. Pay Plus Death Benefit will provide an added component to your elected death benefit ING Joint Life. Pay Plus: § Offers protection for married contract owners who want to make sure that their spouse can continue withdrawals even after the contract owner’s death In the state of New Jersey, ING Joint Life. Pay Plus is only available with qualified contracts. If the Max 7% Solution Death Benefit is elected, these living benefits are not available. ING Life. Pay Plus and ING Joint Life. Pay Plus are currently not available with ING Premium Plus v 1 and ING Premium Plus v 2. All guarantees are based on the financial strength and claims-paying ability of ING USA Annuity and Life Insurance Company, who is solely responsible for all obligations under its policies. ING 24 Your future. Made easier. SM

Maximize income potential Annual Ratchets § Capture gains in an up market –guaranteed withdrawal base will increase each year if the current contract value is higher than the current guaranteed withdrawal base. 6% Step-Up § Protect yourself in a down market – opportunity to outperform the Annual Ratchet for each of the first ten complete contract years after the rider is issued. On the contract anniversary of any year that no withdrawal was taken, we will look back to the guaranteed withdrawal base on the previous contract anniversary and increase it by 6% of the initial guaranteed withdrawal base, or the guaranteed withdrawal base on the most recent Annual Ratchet, reduced for excess withdrawals and increased for additional premiums. If that amount is greater than your contract value or the Annual Ratchet, it will become the new guaranteed withdrawal base. The opportunity for a 6% Step-Up is available in the first 10 contract years only. In order to receive lifetime income the first withdrawal must occur on or after age 591⁄2. If withdrawals taken prior to age 591⁄2 reduce your contract to $0, you will not be eligible for lifetime withdrawals. In the state of New Jersey, when ING Life. Pay Plus is added to a contract purchased with Non-Qualified money, continuation of the Rider by a surviving spouse is not permitted. For contracts purchased with Non-Qualified money, joint ownership is not recommended in conjunction with this rider. On products offering a bonus, the premium credits will be excluded from the withdrawal base calculation for a period of 36 months. ING 25 Your future. Made easier. SM

Protect your income With ING Life. Pay Plus, you can start or stop taking income through withdrawals at any time until the contract is annuitized. § Maximum Annual Withdrawal (MAW) – is the maximum amount that can be withdrawn in any contract year without reducing your withdrawal guarantee for future years. The initial MAW is determined by applying the appropriate MAW percentage multiplied by the guaranteed withdrawal base. § Annual Ratchet – The MAW will be reset if the contract value on each contract anniversary is higher than the current withdrawal base. If the client captures an Annual Ratchet after they have entered a higher MAW band, this income will automatically reset to the higher income percentage. ING 26 Your future. Made easier. SM

Determining the MAW Maximum Annual Withdrawal (MAW) Your MAW amount is based on your guaranteed benefit base and age at first withdrawal. If You capture an Annual Ratchet after you have reached a higher age bracket, your MAW will reset to the higher percentage. * ING Life. Pay Plus and ING Joint Life. Pay Plus*: Age 59½ - 64 65 -75 76 -79 80+ Income % 4% 5% 6% 7% * The percentage is determined by the age of the younger spouse. All guarantees are based on the financial strength and claims-paying ability of ING USA Annuity and Life Insurance Company, who is solely responsible for all obligations under its policies. For non-qualified and stand-alone qualified annuity contracts, annuitization must occur by the annuitant's age of 95. ING 27 Your future. Made easier. SM

Lifetime Withdrawal Phase in an up market Capture Gains in Up Markets This is a hypothetical illustration to show the ING Life. Pay Plus and ING Joint Life. Pay Plus riders work in a fluctuating market and is not indicative of any performance of any investment. Variable annuities fluctuate in value and you may receive more or less than the principal amount invested at redemption. This illustration assumes withdrawals beginning at age 66. If withdrawals were to start prior to age 65, the MAW percentage would be 4% and the withdrawal amount would be lower than what is illustrated. Maximum fees and expenses are included in this hypothetical illustration. Withdrawals greater than the Maximum Annual Withdrawal will reduce the guarantee pro rata. Withdrawals of taxable amounts will be subject to ordinary income tax and, if taken prior to age 59 1/2, a 10% IRS penalty tax may apply. Early withdrawals that are greater than the contract free amount may be subject to a surrender charge. Staying within your MAW does not ensure you will not incur a surrender charge. Withdrawals may reduce the living and death benefit guarantees. If your contract is an IRA, withdrawals up to your Required Minimum Distribution amount will not be treated as excess withdrawals. Guarantees are based on the financial strength and claims-paying ability of ING USA Annuity and Life Insurance Company, who is solely responsible for all obligations under its policies. ING 28 Your future. Made easier. SM

Lifetime Withdrawal Phase in a down market Protect Yourself in a Down Market This is a hypothetical illustration to show the ING Life. Pay Plus and ING Joint Life. Pay Plus riders work in a fluctuating market and is not indicative of any performance of any investment. Variable annuities fluctuate in value and you may receive more or less than the principal amount invested at redemption. This illustration assumes withdrawals beginning at age 66. If withdrawals were to start prior to age 65, the MAW percentage would be 4% and the withdrawal amount would be lower than what is illustrated. Maximum fees and expenses are included in this hypothetical illustration. Withdrawals greater than the Maximum Annual Withdrawal will reduce the guarantee pro rata. Withdrawals of taxable amounts will be subject to ordinary income tax and, if taken prior to age 59 1/2, a 10% IRS penalty tax may apply. Early withdrawals that are greater than the contract free amount may be subject to a surrender charge. Staying within your MAW does not ensure you will not incur a surrender charge. Withdrawals may reduce the living and death benefit guarantees. If your contract is an IRA, withdrawals up to your Required Minimum Distribution amount will not be treated as excess withdrawals. Guarantees are based on the financial strength and claims-paying ability of ING USA Annuity and Life Insurance Company, who is solely responsible for all obligations under its policies. ING 29 Your future. Made easier. SM

Investment guidelines 1. You have the flexibility to choose your investment allocation. You must allocate at least 30% of the contract to one of the designated fixed allocation Funds 3. 2. You can choose to invest up to 100% of the contract in any of the specified diversified portfolios. 3. You have the option to invest in a combination of these investment choices. For registered representative use only. Not for public will cause the 3 Bond prices are sensitive to interest rate changes. A rise in interest ratesdistribution. prices of current bonds to drop. ING 30 Your future. Made easier. SM

ING Income Optimizer • Allows you to take more tax-efficient withdrawals by including more of your principal with each payment. • An option that can be added when you elect ING Life. Pay Plus. • Available on non-qualified contracts. • Requires at least 40% of the contract to be allocated among the Fixed Allocation Funds. • There is no additional cost for ING Income Optimizer. This option is irrevocable once elected. Certain restrictions apply to 1035 exchanges, ownership changes, and spousal continuation. You can not annuitize base contract. Additional limitations and restrictions apply. Please refer to a current prospectus for product details. ING 31

Details ING Life. Pay Plus Withdrawal Benefit § Cost: 1. 00% of the benefit base annually § Maximum Annual Charge: 1. 50%. Charges can only increase upon a ratchet during the Lifetime Withdrawal Phase. You are guaranteed no increase for the first five contract years. § Issue Ages: 0 -80 § Single ownership ING Joint Life. Pay Plus Withdrawal Benefit § Cost: 1. 20% of the benefit base annually § Maximum Annual Charge: 1. 70%. Charges can only increase upon a Ratchet during the Lifetime Withdrawal Phase. You are guaranteed no increase for the first five contract years. § Issue Ages: 0 -80 § Single or joint ownership: spouse can continue withdrawals ING 32 Your future. Made easier. SM

Solutions ING Minimum Guaranteed Income Benefit ING 33

ING Minimum Guaranteed Income Benefit § Optional benefit with the purchase of an ING variable annuity. § Guarantees a minimum amount of retirement income. § Available at an extra cost of 0. 75% of benefit base annually. § ING Ages 0 -75 (subject to product issue ages). 34 Your future. Made easier. SM

ING Income Benefit Here’s how it works: § You purchase an ING variable annuity and elect the ING Income Benefit. § You choose your underlying investments. § On or after your tenth contract anniversary, you can annuitize your contract, or turn it into a stream of income. § You will receive the greater of the income produced by: § Your contract value (market value of your contract). § The Annual Ratchet Base (highest annual contract value on record). § The 6% Roll-up base (your initial premium growing at 6% per year). If the Max 7% Solution Death Benefit is elected, living benefits are not available. ING 35 Your future. Made easier. SM

ING Income Benefit The Benefit Base equals the greater of the: Contract Value – what your investment is worth based on the performance of the investment options that you choose – applied to the settlement option of the contract, or The greater of: § 6% Roll-up Base – your initial premium growing at 6% a year. The 6% Roll-up Base only stops growing when either it reaches 2½ times your initial premium or you reach age 80, whichever occurs first – applied to the rider income factor, or § Annual Ratchet Base – the highest annual contract value until you reach age 90 applied to the rider income factor. Your investment return will fluctuate depending on the performance of the investment options you select. Your investment is subject to market risk, and you may lose all or part of your investment. ING 36 Your future. Made easier. SM

ING Income Benefit How It Works: You receive the greatest income from the following amounts: ING 37 Your future. Made easier. SM

ING Income Benefit Income Stream Options Ø Life with 10 -20 year Period Certain Ø Joint Life with 10 -20 year Period Certain Ø 20 -30 year Period Certain Ø Increasing payment option of 1%, 2% or 3% ING 38 Your future. Made easier. SM

ING Income Benefit You Can Annuitize a Portion of Your Contract: You are allowed to take income from up to 50% of your Benefit Base once during the life of your contract. 4 4 Early withdrawals an other distributions of taxable amounts may be subject to ordinary income tax, a surrender charge, and if taken prior to age 59 ½, a 10% federal tax penalty may apply. Seek the advice of a tax advisor prior to making a tax-related insurance/investment decision. ING 39 Your future. Made easier. SM

Solutions ING Death Benefits ING 40

ING Death Benefits ØProtect value for your beneficiary against downturns in the market. ØChoose from three death benefits offered: § Standard § Annual Ratchet § Max 7% Solution ING 41

ING Death Benefits Standard Death Benefit Guarantees your beneficiaries will receive the greater of: § Contract value (the value of the your contract based on the performance of the investments you chose) § Return of premium payments, less withdrawal adjustments Cost ranges from 1. 25 -1. 65% of contract value annually Annual Ratchet Death Benefit Guarantees your beneficiaries will receive the greater of: § Standard Death Benefit § Highest annual contract value until you attain age 90, less withdrawal adjustments Cost ranges from 1. 55 -1. 95% of contract value annually The Annual Ratchet and MAX 7% Solution Death Benefits are not available in all states. ING 42

Max 7% Solution Death Benefit Max 7% Solution Guarantees your beneficiaries the greater of: § Standard Death Benefit § Annual Ratchet Death Benefit § The 7% Rollup (Premiums increasing 7% annually up to 250% or you attain age 80, whichever occurs first, less withdrawal adjustments) Cost ranges from 1. 80 -2. 20% of contract value annually Living Benefits are not available if the Max 7% Solution Death Benefit is elected. The Annual Ratchet and MAX 7% Solution Death Benefits are not available in all states. ING 43

Max 7% Solution Death Benefit ING 44

Please see me after this presentation to set up an appointment © 2009 ING North America Life Insurance Corporation cn 62883042010 09 -0145 SBA 090067 153136 05/01/2009 ING 45 Your future. Made easier. SM