Planning for a 21st Century Retirement ING ANNUITIES Your future. Made easier. SM ANNUITIES Name...

Planning for a 21st Century Retirement

ING ANNUITIES

Your future. Made easier.SM

ANNUITIES

Name

Title

Month, Day, Year

ING 2

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 3

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.

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 4

Retirement of the 21st Century

Agenda

ING: A Global Leader


The Distribution Challenge

The Accumulation Challenge

Solutions

ING 5

ING: A Global Leader

75 million private corporate and institutional clients

More than 120,000 employees in over 50 countries

$770 billion in assets under management as of December 31, 2008

Ranks 9th in the 2008 Forbes Global 2000 measured by composite ranking of sales, profits, assets and market value

Ranks 7th in the 2008 FORTUNE Global 500 measured by revenue


ING 6


Americans live longer

5.3 million

84,331

37.3 million number of people in the U.S. age 65 and older

number of people in the U.S. age 85 and older

number of centenarians (age 100 or older) in the U.S. Source: U.S. Census Bureau, 2008

ING 7


The Future of Social Security is Uncertain

Source: Social Security Administration, 2008

1 10

2

4

6

8

10

12

14

16

18

1950 2008

Workers

Beneficiary

16.5

3.3

ING 8 Your future. Made easier.SM

Corporate Defined Benefit Pension Plans in the U.S. Disappearing

1985

2007

112,208

27,900

Source: Pension Insurance Data Book, PBGC, 2008



Inflation decreases buying power


3.42

5

3.4

0

1

2

3

4

5

% I

ncr

ease

AverageInflation 1913-2007

AnnualInflation May2008

Hourly WageIncrease

Source: U.S. Department of Labor; Consumer Price Index, May 2008

ING 10


Inflation increases your expenses

Today’s expenses

3% Annual Inflation

Expenses in 25 Years

$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.

$72,058 $150,873


The cost of health care is increasing faster than inflation

Older adults currently spend an average of 19% of their cash incomes on health care (National Center for Policy Analysis, 2009).

Data from AARP indicate that name-brand prescription drug costs increased by 7.4% in 2007.

A couple age 65 will need approximately $240,000 to pay for out of pocket medical expenses in retirement. (Fidelity, 2009)


ING 12

The Retirement of the 21st Century

• Live 20-30 years in retirement

• Social Security and pensions are in trouble

• Out of pocket health care expenses increased

• Retirement funded largely with personal savings

• Live 5-10 years in retirement

• Collect Social Security

• Receive pension

• Healthcare covered by former employer and Medicare

The Way it Was The Way it Is

ING 13

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 14

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 15

A Tale of Two Investors

• Retired in 1972• Portfolio value of $250,000• Annual withdrawals of $12,500

(adjusted for inflation)• Two years of heavy market

declines

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.

Ed

This hypothetical illustration is courtesy of Van Kampen

Ed ran out of money in 1989

ING 16

A Tale of Two Investors

• 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

Donna

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.

This hypothetical illustration is courtesy of Van Kampen

Donna has a contract value of $499,000 in

2008

ING 17

The Distribution Challenge

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

An investment vehicle that protects against loss of assets or income

Plan A

Plan B

ING 18

Solutions

Your most valuable assets:


Home

Health Car

Life

ING 19

Solutions

Likelihood that: Your house will catch fire:

You will be in a car accident:

You will lose money in the stock market during a calendar year:

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.


0.08%

0.42%

29%

ING 20

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 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.


ING 21

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 22

Solutions: ING variable annuities

Investments: A variable annuity provides access to a diverse range of professionally-managed

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 tax-

advantaged 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 23

Solutions

ING LifePay Plus Withdrawal Benefit

ING 24

ING LifePay Plus


ING LifePay Plus and ING Joint ING LifePay 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 LifePay Plus Death Benefit will provide an added component to your elected death benefit

ING Joint LifePay Plus: Offers protection for married contract owners who want to make sure

that their spouse can continue withdrawals even after the contract

owner’s deathIn the state of New Jersey, ING Joint LifePay Plus is only available with qualified contracts.

If the Max 7% Solution Death Benefit is elected, these living benefits are not available. ING LifePay Plus and ING Joint LifePay Plus are currently not available with ING Premium Plus v1 and ING Premium Plus v2.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 25

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.

Maximize income potential


The opportunity for a 6% Step-Up is available in the first 10 contract years only. In order to receive lifetime income the firstwithdrawal must occur on or after age 591⁄2. If withdrawals taken prior to age 591⁄2 reduce your contract to $0, you will not beeligible for lifetime withdrawals.

In the state of New Jersey, when ING LifePay 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 26

Protect your income


With ING LifePay 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 27

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.

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 LifePay Plus and ING Joint LifePay 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.

ING 28

Lifetime Withdrawal Phase in an up market


This is a hypothetical illustration to show how the ING LifePay Plus and ING Joint LifePay 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.

Capture Gains in Up Markets

ING 29

Lifetime Withdrawal Phase in a down market


This is a hypothetical illustration to show how the ING LifePay Plus and ING Joint LifePay 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.

Protect Yourself in a Down Market

ING 30

Investment guidelines guidelines

For registered representative use only.Not for public distribution.


3 Bond prices are sensitive to interest rate changes. A rise in interest rates will cause the prices of current bonds to drop.

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 Funds3.

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.

ING 31

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 LifePay 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 32

Details

ING LifePay 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 LifePay 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 33

Solutions

ING Minimum Guaranteed Income Benefit

ING 34

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.

Ages 0-75 (subject to product issue ages).

ING 35

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).

ING Income Benefit


If the Max 7% Solution Death Benefit is elected, living benefits are not available.

ING 36

ING Income Benefit

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.

The Benefit Base equals the greater of the:


ING 37

ING Income Benefit


How It Works: You receive the greatest income from the following amounts:

ING 38

ING Income Benefit

Income Stream Options

Life with 10-20 year Period Certain

Joint Life with 10-20 year Period Certain

20-30 year Period Certain

Increasing payment option of 1%, 2% or 3%


ING 39

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

4Early 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 40

Solutions

ING Death Benefits

ING 41

ING Death Benefits

Protect value for your beneficiary against downturns in the market.

Choose from three death benefits offered:

Standard

Annual Ratchet

Max 7% Solution

ING 42

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


The Annual Ratchet and MAX 7% Solution Death Benefits are not available in all states.

ING 43

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)


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 44

Max 7% Solution Death Benefit


Please see me after this presentation to set up an appointment

© 2009 ING North America Life Insurance Corporationcn6288304201009-0145SBA090067

15313605/01/2009

Planning for a 21st Century Retirement ING ANNUITIES Your future. Made easier. SM ANNUITIES Name...

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