ING USA ANNUITY & LIFE INSURANCE CO FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement

<table cellspacing=0 cellpadding=0 border=0><tr><td align=right>Source: </td><td>Edgar Online, Inc.</td></tr><tr><td align=right>Wordcount: </td><td>488</td></tr></table><br><p>Item 1.01 Entry into a Material Definitive Agreement</p><pre>On <chron>December 22, 2010</chron><org>ING USA Annuity and Life Insurance Company</org> (the "Company") and <org>Directed Services LLC</org> ("DSL"), an affiliate, entered into an Intercompany Agreement (the "Agreement") by which DSL has agreed, effective <chron>January 1, 2010</chron>, to pay the Company, on a monthly basis, a portion of the revenues DSL earns as investment adviser to certain U.S. registered investment companies (the "Funds") that are investment options under variable life insurance and annuities offered by the Company. The amount to be paid by DSL to the Company each month under the Agreement will be derived by applying certain annual percentage rates against the average net assets invested in the Funds by the Company during the prior calendar month (the "Intercompany Payments"). The Intercompany Agreement provides that the term of the Intercompany Agreement shall continue unless termination is mutually agreed to by the parties or a Change in Control (as defined in the Agreement) of one party to the Agreement occurs and the other party to the Agreement has not consented to the continuation of the Agreement notwithstanding the Change in Control. For purposes of the Agreement, "Change in Control" means the occurrence of any one or more of the following: (i) the transfer of control of the party to another entity; or (ii) the consummation of a reorganization, merger, share exchange, consolidation, or sale or disposition of all or substantially all of the assets of the party; provided however, that the occurrence of an event described in clauses (i) or (ii) above shall not constitute a Change in Control if either (a) the entity that acquires control of a party was already an Affiliate of the party prior to the event, or (b) the parties remain Affiliates of one another immediately following the Change in Control. For purposes of this Agreement, "Affiliate" means, with respect to a party, an entity that controls, is under common control, or is controlled by, such party. The Company, a life insurance company domiciled in the <location value="LS/us.ia" idsrc="xmltag.org">State of Iowa</location>, is an affiliate of DSL. DSL is a <location value="LS/us.de" idsrc="xmltag.org">Delaware</location> limited liability company, registered as a broker-dealer under the Securities Exchange Act of 1934 and as an investment adviser under the Investment Advisers Act of 1940. DSL serves as the investment adviser of the Funds. The Company and DSL are indirect wholly- owned subsidiaries of <org value="EuronextBrussels:INGS" idsrc="xmltag.org">ING Groep N.V.</org></pre><p>This filing is made in accordance with Item No. 1.02 of Section 1 of Form 8-K:</p><p>Item 1.02 Termination of Material Definitive Agreement</p><pre>On <chron>December 22, 2010</chron> the Company and DSL entered into an agreement to terminate as of <chron>January 1, 2010</chron>, a service agreement, effective <chron>January 1, 1994</chron>, as amended by a first amendment, effective <chron>March 7, 1995</chron> and a second amendment, effective <chron>July 31, 2007</chron>, by which DSL provides the Company certain sales and marketing services and the Company provides certain managerial and supervisory services to DSL. </pre><p>--------------------------------------------------------------------------------</p>