ING Retirement plan by Chris Mayhew

A Comprehensive Retirement Plan Solution Developed for

For Plan Sponsor Use Only

Your future. Made easier.速

TABLE OF CONTENTS

1. 2. 3. 4. 5. 6. 7. 8. 9.

Why Choose ING? Flexible Investment Platform Comprehensive Fiduciary Solutions Customized Employee Communications & Tools Dedicated Sponsor Support & Services Leading with Technology Program Highlights Investment Performance Appendix

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1. Why Choose ING?

Why Choose ING? Global resources, industry leadership and a commitment to making it easier for our customers to achieve their retirement objectives.

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WHY CHOOSE ING?

When you choose ING, you are joining forces with an organization with worldwide resources, undisputed leadership in the defined contribution market and a commitment to making it easier for our customers to achieve their retirement objectives. As an industry leader providing comprehensive retirement plan solutions to more than 52,000 plan sponsors and 6.4 million participants*, our success and experience in working with all types of employers has focused our solution-driven approach to the following key areas of retirement planning:

LEADING WITH TECHNOLOGY

Flexible Investment Platform ING delivers choice and flexibility with access to top money managers, no proprietary variable fund requirements and a full suite of asset allocation options to respond to the unique needs and knowledge level of each employee.

Comprehensive Fiduciary Solutions ING provides the tools, services and support to help you understand your fiduciary responsibilities and navigate today's ever-changing regulatory landscape.

ING

Dedicated Sponsor Support & Services Our experienced, knowledgeable service support team complements your HR staff and are committed to making it easier to manage your plan and easier for employees to participate.

Customized Employee Communications & Tools Our personalized communications and behavior-changing tools help educate, guide and motivate your participants to take full advantage of plan benefits.

LEADING WITH TECHNOLOGY

*Pensions & Investments Ranking of Top DC Recordkeepers, April 2010

WHY CHOOSE ING?

LEADING WITH TECHNOLOGY

Flexible

Comprehensive

LEADING WITH TECHNOLOGY

Flexible

Fiduciary

Investment

Fiduciary

Platform

Solutions

Platform

Solutions

ING

Dedicated Sponsor Support & Services

Dedicated Customized Employee Communications & Tools

LEADING WITH TECHNOLOGY

Flexible Investment Platform • Flexible investment options with no proprietary variable fund requirements • Access to well-known money managers • Target-date and risk-based asset allocation funds • Optional Self-Directed Brokerage option • Fixed Account/Stable Value options • Morningstar® Retirement ManagerSM - an investment advisory service from Morningstar Associates consisting of Investment Advice (Managed by You) and Managed Accounts (Managed by Morningstar) to help participants answer those sometimes daunting questions about how much to save and which investments to choose

Comprehensive

Investment

Customized Employee

Sponsor Support & Services

Communications & Tools

LEADING WITH TECHNOLOGY

Comprehensive Fiduciary Solutions • ING Fiduciary Toolkit: – Fiduciary Investment Guide – Fiduciary Checklist – ING Fund Evaluation ScorecardSM – Sample Investment Policy Statement • Portfolio Blueprint® - a fiduciary support program where you benefit from Morningstar Associates' acknowledgement of fiduciary responsibility for investment advisory services under ERISA 3(21)(A)(ii) while offering your participants an independent, unbiased, professionally-developed fund menu and ongoing fund monitoring for no additional fee

LEADING WITH TECHNOLOGY

Flexible

Comprehensive

LEADING WITH TECHNOLOGY

Flexible

Comprehensive

LEADING WITH TECHNOLOGY

Flexible

Comprehensive

Investment

Fiduciary

Investment

Fiduciary

Investment

Fiduciary

Platform

Solutions

Platform

Solutions

Platform

Solutions

ING

Dedicated Sponsor Support & Services

ING Dedicated

Dedicated Customized Employee Communications & Tools

LEADING WITH TECHNOLOGY

Customized Employee

Sponsor Support

Communications & Tools

& Services

LEADING WITH TECHNOLOGY

Sponsor Support & Services

Customized Employee Communications & Tools

LEADING WITH TECHNOLOGY

Dedicated Sponsor Support & Services

Customized Employee Communications & Tools

• Transition Manager assists with the plan transition

• Client Relations Manager develops, monitors and measures your plan’s customized communications strategy

• ING’s EASE recordkeeping platform and its superior technology and tools make it easier for you to manage your plan

• Education/Enrollment Specialists lead onsite enrollment and education meetings for employees

• Plan Sponsor Web site provides 24/7 access to plan-level, participant-level and investment information

• Transition Services Team assists separating employees

• Robust On-Demand Reporting tool allows you to quickly create both standard and custom reports with plan and participantlevel detail to help improve plan metrics and identify education opportunities to increase plan awareness and drive participation

• Client Relations Manager coordinates education and enrollment efforts and performs periodic plan reviews • Plan Manager supports day-to-day plan operations • Comprehensive Plan Review provides up-to-date plan information and participant activity annually as well as helps satisfy fiduciary responsibilities • ING Benchmark Wizard, a datamining tool, helps you analyze plan data and compare your retirement plan against similar plans in your industry • A broad range of recordkeeping and plan services, including automated online payroll administration and testing

• Automatic plan features including enrollment, deferral increase and rebalancing make it easier for participants to save • Customized and targeted employee communications • Print- and Web-based employee education • Bilingual capabilities ®

• Morningstar Retirement ManagerSM investment advisory services available from Morningstar Associates

Leading With Technology

• Powerful Participant Web site offers one stop for transactions, information and education • Behavior-changing participant tools seek to motivate increased saving, including – INGYourNumber.com – INGCompareme.com – My Retirement Outlook

WHY CHOOSE ING?

ING. Your future. Made easier.

That is what we stand by. Our mission is to take away the complexity associated with administering and participating in a retirement plan. ING has the scale and resources to provide innovative solutions to retirement plans of all sizes and complexities. We have been in the retirement plan market since 1967, providing investment and recordkeeping services for 401, 403(b) and 457 plans. This extensive experience enables our customers to benefit from technology and services solutions often developed and reserved for the large retirement plan market. Our ability to service plans across all asset levels makes it easy for plans to grow and evolve with ING as their provider. As plan assets increase, ING can review and adjust plan features accordingly. This unique capability helps the retirement plans ING administers remain competitive throughout the life of the plan.

A Close Commitment Not only is ING is a provider with scale, reach and resources, we stay connected to our customers by maintaining a strong local presence throughout the U.S. Our 40+ retirement services offices enable our ING professionals to personally deliver our retirement knowledge and knowhow to our customers. ING’s Community Responsibility Your employees can be confident that you’ve chosen a progressive and community-minded company to help them reach their retirement objectives. At ING, we serve our customers and communities in two primary ways: 1) As a global financial services leader active in more than 40 countries, we seek to offer the best array of responsible, intelligent financial services. 2) As a caring corporate citizen, we aspire to share our financial knowledge and skills with those who need it most. It’s about helping to make life easier and making a real difference toward positively impacting the personal lives of people in the community.

As a caring corporate citizen, we aspire to share our financial knowledge and skills with those who need it most.

• ING Chances for Children is our global community development program that engages our employees and customers in efforts to improve access to quality education for children around the world. Since the launch of the program in 2005, thousands of ING employees have supported ING Chances for Children as donors and volunteers. • In partnership with Girls Incorporated, we created a pilot program called the ING-Girls Inc. Investment Challenge — an innovative program that gives participating girls practical, hands-on investing experience while allowing them to keep their gains in the form of college scholarships. • To address the issue of childhood obesity, ING developed the ING Run for Something Better program to introduce kids to the benefits of running, a habit of physical fitness and healthy lifestyle choices. Founded in 2003, thousands of students have run more than 1.2 million miles through this free, school-based program. • ING believes that everyone has an important role to play in being environmentally responsible. Therefore, wherever we work, we strive to minimize our environmental impact and use environmentally sustainable materials and methods throughout our operations and daily activities.

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2. Flexible Investment Platform

Flexible Investment Platform INGâ&#x20AC;&#x2122;s flexibility offers you more choice in designing an investment menu that responds to the unique needs and knowledge level of each employee.

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FLEXIBLE INVESTMENT PLATFORM

More Choice, No Proprietary Variable Fund Requirements ING has strong, strategic relationships with many leading investment providers located throughout the world. These relationships allow us to offer you the very best in investment alternatives with a menu that is both extensive and diverse. Unlike many providers, ING has no proprietary variable fund requirements, giving you more choice and flexibility in designing an investment menu best suited for your employees.

Fund Offerings Within the ING Platform OUTSIDE FUNDS

Construct a competitive fund menu of choice with outside retail funds managed by top independent fund managers.

SUB-ADVISED FUNDS

A simple solution of institutionally priced investments sub-advised by some of today’s top money managers. Take advantage of ING Investment Management’s institutional money management expertise with global, fixed income and asset allocation investment options.

PROPRIETARY FUNDS

ING’s flexible investment platform lets you choose from many well-known fund families to create your plan’s investment menu. 1 1

1,5

1,4

ING’s menu of sub-advised investment options are offered through two ING-affiliated investment companies, ING Partners, Inc. (IPI) and ING Investors Trust, Inc. (IIT). In the case of the investment options referenced within this material, it is important to note that the third-party manager serves as the sub-advisor. Directed Services, Inc. (DSI) also an ING-affiliated company, serves as the advisor for IPI and IIT. 1 Sub-adviser of funds included in ING Partners, Inc. Directed Services LLC. is the investment adviser for these funds. 2 Fidelity and Fidelity Investments (Pyramid) Design are registered trademarks of FMR Corp. 3 Franklin and Templeton are registered trademarks of Franklin Resources, Inc. or its subsidiaries. 4 MFS® and/MFS Investment Management® are registered trademarks of Massachusetts Financial Services Company. 5 “T. Rowe Price,” “Invest With Confidence,” and the “Big Horn Sheep” logo are registered trademarks of T. Rowe Price Group, Inc.

FLEXIBLE INVESTMENT PLATFORM

Employees want to feel confident and in control of their investment choices. ING has options for every type of investor. Morningstar® Retirement ManagerSM This service offers two unique solutions that recognize participants don’t have to be investing experts to save for retirement. Investment Advice (Managed by You) and Managed Accounts (Managed by Morningstar) consider that some participants may enjoy actively managing their accounts, while others may prefer to have a professional investment manager do it for them. Morningstar Retirement Manager gives participant the opportunity to receive a personalized retirement strategy. Participants can then choose the solution that best suits their needs – implementing advice themselves or delegating account management responsibility to Morningstar Associates.

Our platform allows you to design an investment menu that responds to the needs and knowledge level of each employee. Investment options available through ING represent asset class categories spanning the risk/reward spectrum, from high risk, Global Funds to more conservative Stable Value (and Fixed Account) options. For those who want more investment options, access to thousands of mutual funds is available via a Self-Directed Brokerage Account option. ING's Solution suite of targetdate and risk-based portfolios offers participants a simpler decision making approach to saving through the plan. ING’s Target-Date and Risk-Based Packaged Asset Allocation Solutions Making it easier—it’s what ING strives to do for all our customers in all aspects of our business. And this is especially true when it comes to plan investments—one of the most important aspects of your retirement plan. ING’s Solution suite of targetdate and risk-based portfolios is designed to help make asset allocation decisions easier while taking into account the time horizon and risk tolerance of each participant. Self-Directed Brokerage Account For more sophisticated investors who desire flexibility beyond the plan’s core investment options and want to manage his or her own investments, we offer a Self-Directed Brokerage Account. It provides access to other investments previously unavailable under retirement plans, including: • Over 10,000 mutual funds from some of the most well-known and respected mutual fund companies, including more than 950 mutual funds available without transaction fees • Fixed income securities • Individual stocks listed on the major U.S. exchanges

ING Fixed Account and Stable Value Options To help mitigate the volatility of riskier investment options, ING offers several Fixed Account and Stable Value options. The Fixed Account is a fixed interest investment option available within ING’s retirement programs that guarantees a minimum rate of interest and may credit interest that exceeds the minimum guaranteed rate. Once credited, the interest becomes part of the principal and the investment grows through compound interest. All assets invested in this account, which are invested in ING Life Insurance and Annuity Company’s General Account, receive the same credited rate, which is known as the method of interest rate crediting. ING’s experience in managing fixed assets dates back to 1966. Depending on plan characteristics, one or more stable value alternatives may also be available. Such stable value options may include a stable value investment option available through a collective trust or a stable value contract offered through an insurance company separate account contract. Some restrictions may apply to transfers. Principal and interest guaranteed by ING Life Insurance and Annuity Company as applicable. A market value adjustment may apply to withdrawals. All guarantees are based on the financial strength and claims paying ability of ING Life Insurance and Annuity Company, who is solely responsible for all obligations under its policies.

ING TARGET-DATE SOLUTION PORTFOLIOSSM How the Portfolios Work Multi-manager Approach The ING Target-Date Solution PortfoliosSM represent a “Fund of Funds” strategy. Rather than investing in individual securities (such as traditional balanced or asset allocation funds), these portfolios invest in an underlying portfolio of investment options available in ING’s product lineup. This Fund of Funds strategy also leverages ING’s sub-advised fund platform, meaning many underlying funds are managed by well-known outside fund managers that include: • Artio Global Investors • Baron Funds • BlackRock • Columbia Wanger Asset Management • Davis Funds • Franklin Templeton Investments • Goldman Sachs Asset Management • J.P. Morgan • Marisico Funds • PIMCO • Pioneer Investments • Thornburg Investment Management • T. Rowe Price

The ING Target-Date Solution Portfolios utilize an actively managed set of funds, and the ING Target-Date Index Solution Portfolios utilize a passively managed set of funds. ING’s investment professionals have determined the allocation targets for each portfolio based on a host of both qualitative and quantitative analysis, including current and future market volatility and conditions, as well as forward looking inputs. The Portfolios are rebalanced at least quarterly and, over time, each Portfolio migrates to a more conservative investment mix – so participants won’t have to rebalance for themselves as investment goals near.

Asset Allocation Decisions Made Easier ING’s Target-Date Solution Portfolios are designed to help employers: • Give employees an easier way to invest for retirement • Increase plan participation through streamlined decision-making processes • Potentially reduce employee investment risk through a fund-of-funds approach • Satisfy Qualified Default Investment Alternative requirement (QDIA)

Diversification on Two Levels:

Within each ING Solution Portfolio, and

Within the underlying funds

IMPORTANT INFORMATION: There is no guarantee that any investment option will achieve its stated objective. Principal value fluctuates and there is no guarantee of value at any time, including the target date. The "target date" is the approximate date when you plan to start withdrawing your money. When your target date is reached, you may have more or less than the original amount invested. For each target date Portfolio, until the day prior to its Target Date, the Portfolio will seek to provide total returns consistent with an asset allocation targeted for an investor who is retiring in approximately each Portfolio's designation Target Year. The Target Year is specified in the Portfolio's name. For example, the ING Solutions 2045 Portfolio bears an asset allocation that the investment adviser believes balances the risk and return objectives of the "average" investor who will be retiring in the year 2045. With the exception of ING Solution Growth and Income Portfolio, ING Solution Growth Portfolio, ING Solution Income Portfolio and ING Index Solution Income Portfolio, each Portfolio is structured and managed around a specific target retirement or financial goal date (”Target Date”) as follows: 2055, 2045, 2035, 2025 and 2015. The ING Solution Growth and Income Portfolio, ING Solution Growth Portfolio, ING Solution Income Portfolio and ING Index Solution Income Portfolio are for those who are retired, nearing retirement or in need of drawing down income from their Portfolio soon. Prior to choosing a Target Date Portfolio, investors are strongly encouraged to review and understand the Portfolio's objectives and its composition of stocks and bonds, and how the asset allocation will change over time as the target date nears. No two investors are alike and one should not assume that just because they intend to retire in the year corresponding to the Target Date that that specific Portfolio is appropriate and suitable to their risk tolerance. It is recommended that an investor consider carefully the possibility of capital loss in each of the target date Portfolios, the likelihood and magnitude of which will be dependent upon the Portfolio's asset allocation. On the Target Date, the Portfolio's investment objective will be to seek to provide a combination of total return and stability of principal consistent with a low to moderate risk asset allocation which is targeted to the "average" retiree. Stocks are more volatile than bonds, and portfolios with a higher concentration of stocks are more likely to experience greater fluctuations in value than portfolios with a higher concentration in bonds. Foreign stocks and small and midcap stocks may be more volatile than large cap stocks. Investing in bonds also entails credit risk and interest rate risk. Generally investors with longer timeframes can consider assuming more risk in their investment portfolio. The ING Solution PortfoliosSM are actively managed and the asset allocation adjusted over time. The portfolios may merge with or change to other portfolios over time. Refer to the prospectus for more information about the specific risks of investing in the various assets classes included in the ING Solution Portfolios.

FLEXIBLE INVESTMENT PLATFORM

CHOICE: You decide what is best Every plan is different and has unique needs based on the employee population. Target-date investment portfolios, whether they contain actively or passively managed funds, help: • Meet your fiduciary requirements • Increase plan participation • Encourage long-term investing

Target-Date Investment Portfolios BD GL

Goal years: 2051+ Designed for people who plan to begin living their retirement goals during or after the year 2051. These are the most aggressive Portfolios.

BD GL

Goal years: 2041 to 2050 Designed for people who plan to begin living their retirement goals in the years 2041 – 2050. These are aggressive Portfolios.

Goal years: 2031 to 2040 Designed for people who plan to begin living their retirement goals in the years 2031 – 2040. These are moderately aggressive Portfolios.

LV SM LG

Regardless of which investment strategy you choose, it should remain a long-term, disciplined approach. Your financial professional is always available to assist you with this decision and can help you find the most appropriate solution for your retirement plan's unique circumstances.

Goal years: 2021 to 2030 Designed for people who plan to begin living their retirement goals in the years 2021 – 2030. These are moderate Portfolios.

SM LV LG

Goal years: 2011 to 2020 Designed for people who plan to begin living their retirement goals in the years 2011 – 2020. These are moderately conservative Portfolios.

GL SM BD LG LV

Goal year: 2010 Designed for people who plan to begin living their retirement goals in the year 2010. These are conservative Portfolios.

GL SM LG LV BD

ASSET CLASSES KEY

I BONDS (BD) I LARGE CAP VALUE (LV) I LARGE CAP GROWTH (LG) I SMALL/MID/SPECIALTY (SM) I GLOBAL/INTERNATIONAL (GL)

The pie charts displayed reflect the long-term, strategic asset allocation composition (“Target Allocations”) and are reviewed periodically, however, changes to these target allocations may occur on a quarterly basis or as warranted by market conditions. Please refer to the prospectus for more information.

Hypothetical Example: ING Solution 2045 Portfolio (long-term portfolio) Today

In 10 years

In 20 years

In 30 years

In 40 years

BD GL

LV LV LG

Today: Initially, the portfolio will include a mix of more aggressive domestic and global/international stock funds, along with a small allocation to income funds.

SM LG BD

LV LG

GL SM

SM SM

20 years from now: Some money is gradually shifted out of more aggressive stock funds and into more income-oriented funds.

LV BD

40 years from now: Even less is kept in stock funds and more allocated to income and stability of principal.

Advantages of ING Risk-Based Solution Portfolios ING Investment Management is a leader when it comes to managing asset allocation portfolios. Our multimanager investment approach, disciplined portfolio construction process and experienced investment team combine to make the ING Risk-Based Solution Portfolios the choice for asset allocation solutions within a retirement plan.

• Multi-Manager Investment Approach – Access to a wide choice of world-class asset managers who bring diverse global insights and resources to each Portfolio and enhance the Portfolios diversification potential • Disciplined Portfolios Construction – Enhances accumulation potential over time with access to more than 60 funds managed by 26 leading fund managers • Experienced Investment Team – More than 26 years managing asset allocation portfolios • Satisfies Qualified Default Investment Alternative (QDIA) requirement

Asset Allocation Decisions Made Easier Risk-Based Funds ING Risk-Based Solution Portfolios offer comprehensive risk-based asset allocation solutions for retirement plans. Participants can choose the appropriate portfolio that aligns with their individual risk profile and ING Investment Management will manage the day-to-day portfolio asset allocation and investment decisions.

The ING Risk-Based Solution Portfolios are a complete risk-based multi-manager asset allocation fund solution for your participants.

FLEXIBLE INVESTMENT PLATFORM

Portfolio Allocations for Each Stage of Retirement Planning ING offers four Risk-Based Solution Portfolios to meet participant needs as they prepare for retirement. Investors can select the appropriate ING Risk-Based Solution Portfolio based on their individual risk profile. It is important for investors to regularly assess their risk profile to ensure that they are invested in a portfolio that appropriately meets their needs over time as they approach retirement. SM

ASSET CLASS

ALLOCATION

GL SP

GLOBAL/INTERNATIONAL EQUITIES (GL)

SMALL/MID CAP (SM)

BL LV

LARGE CAP GROWTH (LG)

LARGE CAP CORE (BL) 24% U.S. Equity 6% Global/Intl Equity 70% Bonds

LARGE CAP VALUE (LV)

BONDS (BD)

49%

STABILITY OF PRINCIPAL (SP)

20%

ASSET CLASS GL

14%

ALLOCATION

GLOBAL/INTERNATIONAL EQUITIES (GL) 11%

SM LG

SMALL/MID CAP (SM) BD

LARGE CAP GROWTH (LG)

7% 9%

LARGE CAP CORE (BL) 39% U.S. Equity 11% Global/Intl Equity 50% Bonds

LARGE CAP VALUE (LV)

10%

BONDS (BD)

35%

STABILITY OF PRINCIPAL (SP)

14%

ASSET CLASS

BD SM LG

ALLOCATION

GLOBAL/INTERNATIONAL EQUITIES (GL)18.5%

14%

SMALL/MID CAP (SM)

9.5%

LARGE CAP GROWTH (LG)

13%

LARGE CAP CORE (BL)

16%

LV BL

52% U.S. Equity 18% Global/Intl Equity 30% Bonds

LARGE CAP VALUE (LV)

14.5%

BONDS (BD)

20.5%

STABILITY OF PRINCIPAL (SP)

ASSET CLASS

ALLOCATION

BD GL

GLOBAL/INTERNATIONAL EQUITIES (GL) 32% SMALL/MID/ CAP (SM)

BL SM

16%

LARGE CAP GROWTH (LG)

16%

LARGE CAP CORE (BL)

10%

LARGE CAP VALUE (LV)

17%

60% U.S. Equity 30% Global/Intl Equity 10% Bonds

BONDS (BD)

ING Solution Conservative Portfolio Investment Objective: The Portfolio seeks to provide growth of capital and current income. Investment Strategy: The Portfolio invests in a combination of underlying funds according to a fixed formula that over time should reflect an allocation of approximately 30% in equity securities and 70% in fixed-income securities and cash.

ING Solution Moderate Portfolio Investment Objective: The Portfolio seeks to provide growth of capital and current income. Investment Strategy: The Portfolio invests in a combination of underlying funds according to a fixed formula that over time should reflect an allocation of approximately 50% in equity securities and 50% in fixed income securities.

ING Solution Moderate Growth Portfolio Investment Objective: The Portfolio seeks to provide growth of capital and a low to moderate level of current income. Investment Strategy: The Portfolio invests in a combination of underlying funds according to a fixed formula that over time should reflect an allocation of approximately 70% in equity securities and 30% in fixed income securities.

ING Solution Aggressive Growth Portfolio Investment Objective: The Portfolio seeks to provide growth of capital. Investment Strategy: The Portfolio invests in a combination of underlying funds according to a fixed formula that over time should reflect an allocation of approximately 90% in equity securities and 10% in fixed income securities.

The Solution Risk-Based Portfolios will invest based on target allocations. Rebalancing will take place at least monthly. These allocations are targets and each Portfolioâ&#x20AC;&#x2122;s allocations could change substantially as the underlying funds' asset values change due to market movements and portfolio management decisions. Each Portfolio's target asset allocation strategy will be reevaluated quarterly and will be rebalanced to reflect changes.

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Morninstar® Retirement ManagerSM Managed by Morningstar ING has teamed up with Morningstar Associates, LLC, a leading provider of investment advisory services, to make available Managed by Morningstar managed account service. This service works well for participants who lack the time, know-how, or desire to actively manage their retirement account. When participants choose the Managed by Morningstar solution, they receive professional oversight from Morningstar. Morningstar will define a retirement savings goal and construct a portfolio based on the participant’s personal situation. During this process, Morningstar selects the investments for that participant from the available investment options. In addition, on a quarterly basis, Morningstar reviews participants’ portfolios and rebalances each account as necessary. A quarterly Progress Report is also available that outlines the participant’s progress toward his or her retirement goal.

With this fee-based service, the participant benefits from the confidence in knowing that a professional investment manager is implementing a customized strategy and overseeing his or her retirement account assets. For the Managed by Morningstar service, Morningstar acts as the investment manager with discretionary authority and accepts fiduciary responsibility over only the plan accounts of those participants who have enrolled in the service.

Did You Know? According to analysis* conducted by Morningstar Associates, LLC., results indicated that participants who enrolled in the Managed by Morningstar service: • Were saving more, better diversified and improving their retirement income prospects, • Recognized an average increase in deferral rate of 2%, and • Had a 9% change in retirement income outlook, which is an average increase in estimated annual retirement income of more than $3,300 a year.

*Source: Morningstar Associates' proprietary data as of 3/31/2010. The data includes statistics from an analysis of 2832 retirement plan participants. This group includes participants who enrolled in the Managed by Morningstar service through the website, are currently enrolled in the service and have been enrolled for atleast six months. However, this group excludes users that are enrolled in an automatic escalation program and participants with company stock and outside assets. The percent improvement in retirement income was calculated as the percentage change between the average initial retirement income outlook and the average retirement income outlook based on our recommendations for each age group and in total. The actual improvement in average deferral rate was calculated as the change in the average deferral rate before enrolling in Managed by Morningstar as compared to the average deferral rate change after enrolling in the Managed by Morningstar program. Average and median salary figures represent those statistics for each age group for the data sampled.

IMPORTANT: The projections or other information generated by Morningstar® Retirement ManagerSM regarding the likelihood of various retirement income and/or investment outcomes are hypothetical in nature, do not reflect actual results (including investment results) and are not guarantees of future results. Results may vary with each use and over time. Annual Retirement Income Outlook considers such things as your asset mix and Morningstar Associates’ own forecasts for return, risks and correlation for various asset classes. The Expected Retirement Income noted within the tool is the amount the simulation has determined as having a 90% probability of being achieved. Annual Retirement Income Goal is calculated by taking 70% of your projected salary at retirement, expressed in today's dollars. Your projected salary at retirement is determined by a proprietary salary growth curve and your projected social security benefits. Morningstar Associates' salary growth curve assumes your salary will grow at rates that vary with your age. Projected social security benefit is based off of an algorithm supplied by the Social Security Administration. Proposed Asset Mix is derived from various factors such as your years to retirement, your projected salary growth and results from an asset liability analysis. The asset-liability analysis is an economic concept that is helpful in understanding your ability to withstand financial losses by incorporating a projected future stream of income into your current financial situation. Morningstar Retirement Manager is provided by Morningstar Associates, LLC (“Morningstar Associates”), a registered investment advisor and a wholly owned subsidiary of Morningstar, Inc., and is intended for citizens and legal residents of the United States and its territories. Morningstar Associates' advisory service relates solely to the investment options offered under the plan. Retirement plan funding products are offered through ING Financial Advisers, LLC (member SIPC) or other broker dealers with which it has selling agreements. ING provides Morningstar Associates with the plan's investment options and information about participants but the decisions regarding the advice provided are made by Morningstar Associates. ING and its companies are not affiliated with Morningstar Associates or its affiliates, and receive no fee or other direct financial benefits from Morningstar Associates in connection with the use of its services. The Morningstar name and trademarks are used under license from Morningstar Associates. 3016103.C.S 9 (7/10)

3. Comprehensive Fiduciary Solutions

Comprehensive Fiduciary Solutions INGâ&#x20AC;&#x2122;s fiduciary support helps you understand your fiduciary responsibilities and navigate todayâ&#x20AC;&#x2122;s ever-changing regulatory landscape.

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COMPREHENSIVE FIDUCIARY SOLUTIONS

Your responsibilities as a fiduciary ERISA provides standards of conduct for fiduciaries. Specifically, section 404(a) created the following rules to govern the conduct of fiduciaries: 1. Duty of Loyalty – A fiduciary must discharge his duties solely in the interest of plan participants and beneficiaries. 2. Exclusive Purpose Rule – A fiduciary shall discharge his duties for the exclusive purpose of: • Providing benefits to participants and their beneficiaries; • Defraying reasonable expenses of administering the plan. 3. Prudent Man Rule – Requires that a fiduciary perform his/her duties in a manner of a prudent person with the care, skill, prudence and diligence of a person acting in a like capacity and knowledgeable about such duties. 4. Diversify Plan Assets – A fiduciary must ensure that assets are sufficiently diversified so as to minimize the risk of large losses, unless it is clearly prudent not to do so. 5. Act in accordance with plan documents – ERISA requires fiduciaries to operate the plan in accordance with the terms of the written plan document and other instruments that govern the plan.

ING does not assume any fiduciary responsibility for your plan. You should consult with your attorney prior to making any decision.

Did You Know? • Between 2001 and September 2009, the Department of Labor (DOL) closed 12,805 civil investigations of inappropriate use of funds in 401(k) plans* • 83% resulted in monetary or corrective action* • In fiscal year 2009, a total of 1,106 civil and criminal 401(k) investigations were closed with settlements among those with corrective action totaling nearly $18 million* * U.S. Department of Labor, Employee Benefits Security Administration, October 2009

COMPREHENSIVE FIDUCIARY SOLUTIONS

ING works with you every step of the way to help ensure you meet your requirements: • In understanding and developing criteria to be considered in the selection and periodic evaluation

of the investment options offered to plan participants; • In creating an Investment Policy Statement and investment guidelines for your plan; and • In developing investment-related communications for plan participants.

Typically, a fiduciary responsible for selecting investments to be offered under a Defined Contribution plan has many issues to consider: Fiduciary Responsibilities

Fiduciary Considerations

ING Fiduciary Solutions

Establishment of written policies and guidelines that form the basis of the fiduciary’s decisions and actions

Does a written investment policy statement guide your investment decisions?

Fiduciary Investment Guide

Selection and ongoing evaluation of investment options

Do you possess the necessary expertise or should you seek advice or assistance?

Diversification of investment options

Are you able to exercise the appropriate care and prudence in assessing the investments for initial selection and evaluating those investment decisions over time? Are there enough investment options with different risk and return characteristics? Are there appropriate opportunities for participants to help minimize their risk by spreading assets across the three main categories of investments (Growth/Equities, Income/Bonds and Safety of Principal/Cash)?

You should consider the investment objectives, risks, charges and expenses of the investment options offered through a retirement plan carefully before investing. The prospectuses/ prospectus summaries containing this and other information can be obtained by contacting your local representative. Please read the information carefully before investing. Variable investment options offered in a retirement plan are considered long-term investments designed for retirement purposes. If withdrawals are taken prior to age 591⁄2, an IRS 10% premature distribution penalty tax may apply. Money will be taxed as ordinary income in the year it is distributed and early withdrawal penalties may apply. Account values fluctuate with market conditions, and when redeemed the principal may be worth more or less than its original amount invested.

Is your statement periodically reviewed to ensure its relevance to the plan’s objectives and participant needs?

Periodic plan review with benchmarking Sample Investment Policy Statement

Periodic plan review with benchmarking Investment selection guide ING Fund Evaluation ScorecardSM Portfolio Blueprint®

Broad investment options across risk/reward spectrum Fixed Account/ Stable Value Option Self-Directed Brokerage Option ING Target-Date Solution Portfolios ING Risk-Based Solution Portfolios

Are there enough options that Morningstar® Retirement have the potential to provide SM returns over the long term that Manager could outpace inflation? ERISA Section 404(c) compliance

Is it intended that the plan will comply with ERISA Section 404(c)?

Make prospectuses available

The 404(c) regulations contain substantive requirements concerning the investment options and information about those options that must be given to participants.

Asset allocation software tools

Fund performance summaries

Quarterly reports/newsletters Participant educational materials Informative Web sites Investment descriptions

The Employee Retirement Income Security Act (ERISA) of 1974 ERISA was intended to protect the retirement savings of millions of American workers. However, with that comes a duty to meet numerous rules and regulations that are often hard to understand and can burden the companies that provide retirement plans. Be Confident in Your Fiduciary Role ING believes fiduciaries should have the help they need to be confident in their fiduciary role. With our Fiduciary Toolkit, gaining that confidence just got easier.

Fiduciary Checklist lists plan document and organizational requirements to assist with your annual plan review ING Fiduciary Checklist Helping plan sponsors manage their fiduciary responsibilities

PLAN NAME: __________________________________________________________________________________________

ING Fiduciary Toolkit ING can help you understand and manage your fiduciary responsibilities. The toolkit is comprised of many tools to assist you in selecting and monitoring your investment options. 1. The Fiduciary Investment Guide provides you a framework for carrying out the fiduciary responsibilities associated with selecting and monitoring investments in their plan. The guide helps by simplifying the steps fiduciaries need to consider when sponsoring a retirement plan, including: • Establishment of written policies • Selection and ongoing evaluation of investment options • Diversification of investment options 2. A sample Investment Policy Statement (IPS) provides a framework for you to work with your legal counsel to craft an IPS that is tailored to their plan. The IPS defines how the investment options and investment managers are selected, monitored, and evaluated. It also describes how the investment objectives are related to investment decisions.

Sample Investment Policy Statement Your plan’s investment objectives should be documented in its Investment Policy Statement. This important document also sets a schedule to regularly review the continued appropriateness of your plan’s investment options. Each plan should have an Investment Policy Statement on file. The sample Investment Policy Statement is offered as a resource to draft your own if you haven’t already done so. If you choose to use this document, be sure to review it with your legal counsel to ensure that it sufficiently meets the needs of your plan.

SERVICE PROVIDER: _____________________________________________________________________________________ ADMINISTRATIVE PROVIDER: ______________________________________________________________________________

Plan and Trust Name: _______________ (“Plan”). This Investment Policy Statement is adopted for the Plan by _______________ (Plan Fiduciary). The Plan provides for individual accounts and permits participants (or beneficiaries) to exercise investment control over the assets in their accounts.

The Plan’s overall investment objective is to provide Plan participants (or beneficiaries) with a sufficient variety of investment options to enable participants to achieve their individual investment goals for retirement. To accomplish this, the Plan may enter into group annuity contracts or agreements with financial services providers that offer a wide variety of investment options and benefit distribution facilities. The investment options should represent multiple asset classes covering equity (stock), fixed income (bond), money market or stable value, and balanced options/Lifestyle/Lifecycle. These investments will have the following general characteristics:

• Different risk/return characteristics; • Different investment objectives and styles; • Annualized returns over three-, five- and ten-year periods that have met or exceeded the competitive averages or established industry benchmarks; and • Reasonable operating expenses and/or minimum guaranteed rates of return, as applicable, that are disclosed to participants.

Standards for Investment Option Selection The selection of particular investment options will be based on the standards listed below. It is the intent to have investment options that represent a diversified mix of asset classes and styles, comprising approximately _______ choices. Included in the selections: active and passive/index-like options, equity options across capitalization ranges (small, mid and large capitalization) and style categories (growth, blend and value) as well as international equity exposure (foreign or global), fixed income and Lifecycle or Lifestyle options.

Documents: Type or write an X next to each of the documents you have on file for your organization’s retirement plan.

Income option selection will generally focus on credit quality (investment grade, high yield) and maturity period (short, intermediate, long term). Stable value option selection will generally focus on credited rate structures, the adequacy of any minimum guarantees, and the claims paying abilities of the underlying insurer(s). Index fund selection will focus on the reasonableness of fund expense ratios and correlation to the index benchmark.

Plan Operations: Type or write an X next to each item that you’ve reviewed.

1. Operating Expenses: the expense ratio of the funds will be evaluated for reasonableness with a preference for lower cost funds except where additional cost can be justified by other factors. 2. Risk-adjusted returns: as measured by Sharpe Ratio: historical investment performance relative to risk and a comparison of risk/return tradeoff versus peers. 3. Performance: the investment performance of the fund as reflected by total trailing annualized returns, rolling window performance and Alpha, a measure of value added by a manager.

DATE LAST REVIEWED: ___________________________________________________________________________________

K Plan document (including adoption agreement and prototype document), summary plan description (SPD), and all amendments K Plan’s determination letter (if requested) K Copies of forms 5500 and summary annual report (SAR), including all schedules K Accountant’s opinion (if required)

1. Plan Design and Check-Up: K Eligibility K Entry dates K Matching K Vesting K Loan and or hardships K Mandatory distributions and automatic rollovers K Compensation 2. Investment Review: K Investment policy statement K Asset classes covered

K ADP/ACP test (unless the plan has elected safe harbor provisions) K Fidelity (ERISA) bond K Investment policy statement (IPS) K Valuation report showing assets by fund and participant accounts by money type K Investment report from provider and annual plan review report

K Performance, investment risk taken, operating costs, and management turnover K Funds watch listed or replaced K Annually K Semiannually K Quarterly 3. Review of Participant Investing: K Use of Lifecycle or Lifestyle funds K Review and establish or confirm default investment for the plan K Investment education meetings K Advice K 404(c) compliance

K List of service providers, including broker, RIA, or consultant; mutual fund, or other investment provider; and third party administrator (TPA) K List of authorized plan sponsor representatives for plan/ investment committee; obtaining plan benefits, if applicable K Plan/investment committee minutes

For investment options other than index funds, stable value funds and income funds, the Plan fiduciary will establish a reasonable universe of diversified investment funds with similar investment styles for each targeted asset class and then make selections from that universe based on the following standards:

4. Operations: K Timely deposit of plan contributions and loan repayments K Enrollment and education meetings: Offered? Attended? K Fees and costs paid by the plan K Meetings with financial advisor, provider: TPA K Notice Requirements

Action Items

www.ing-usa.com www.ingretirementplans.com This material is provided as a helpful resource. ING does not offer legal or tax advice. Seek the advice of a tax attorney or tax advisor prior to making a tax-related investment decision. Insurance products, annuities and funding agreements issued by ING Life Insurance and Annuity Company ("ILIAC") One Orange Way, Windsor, CT 06095, which is solely responsible for meeting its obligations. Plan administrative services provided by ILIAC or ING Institutional Plan Services, LLC. All companies are members of the ING family of companies. Securities distributed by or offered through ING Financial Advisers, LLC (member SIPC) or other broker-dealers with which it has a selling agreement. Products and services may not be available in all states. © 2009 ING North America Insurance Corporation. C08-0620-010 (7/08)

Your future. Made easier.® 3013207.X.S (9/09)

Fiduciary Investment Guide Helping to make it easier to understand fiduciary responsibilities.

For sponsor use only.

Your future. Made easier.SM

Fiduciary Investment Guide provides you a framework for carrying out your fiduciary responsibilities

COMPREHENSIVE FIDUCIARY SOLUTIONS

According to Wilshire, the ING Fund Evaluation Scorecard is an appropriate and sound fiduciary assistance tool that reflects an analytical evaluation process that is fair, sound, prudent and consistent with industry norms.

ING FUND EVALUATION SCORECARD Independently Certified by Wilshire Funds Management, A Business Unit of Wilshire Associates Incorporated

ING FUND EVALUATION SCORECARD CERTIFICATION

To Support Investment Option Selection and Monitoring Under the ING Life Insurance and Annuity Company Retirement Platform ING Life Insurance and Annuity Company (“ING”) has engaged Wilshire Associates Incorporated (“Wilshire”) to evaluate ING’s Fund Evaluation Scorecard fiduciary assistance tool (the “Scorecard”). Wilshire Certification Wilshire® has conducted a comprehensive, independent review of the ING Fund Evaluation Scorecard. Based on that review, Wilshire certifies the Scorecard as an appropriate and sound fiduciary assistance tool and reflects an analytical evaluation process that is fair, sound, prudent and consistent with industry norms.

3. Also included is the ING Fiduciary Checklist, which lists plan document and organizational requirements in an easy-to-use reference tool. This tool will assist you in your annual plan review.

• Analyzing fund characteristics • Comparing investments within asset classes • Monitoring investments on an ongoing basis when using Scorecard reports consistently over time

4. The ING Fund Evaluation Scorecard has been independently certified by Wilshire as a sound and prudent tool. The Fund Evaluation Scorecard is a proprietary analytical tool that offers a detailed investment option review to help you with fund selection processes:

The Scorecard facilitates the fund selection and monitoring process by (1) analyzing the characteristics of the funds investment options provided on the ING Platform; (2) comparing funds within available asset classes; and (3) rating each fund on a scale of one through 10, with 10 being the highest possible score. The Scorecard uses a purely objective process. A set of standardized criteria is applied to all investment options on the platform with at least a three-year track record available. Its analysis covers five broad perspectives: • performance, • risk, • risk-adjusted performance, • consistency of style, and • expenses. Within each category, the Scorecard process evaluates the fund against the external universe of similarly managed funds of like class structures (or peer group). All funds are evaluated using historical data going back to fund inception or 10 years, whichever period is longer. Important Disclosures 1. ING pays an annual service fee to Wilshire to compensate Wilshire for its services. ING also indemnifies Wilshire for any claims against Wilshire arising out of this Certificate, subject to standard commercial exceptions for gross negligence or willful misconduct. 2. Scorecard is intended for use by plan sponsors and their fiduciaries as a resource for evaluating the investment options available on the platform. The choices available on the platform allow you to select from among various combinations of available investment options as the menu for the Plan. The selection of particular investment options should properly reflect fiduciary consideration of a number of factors, many of which are individualized to the Plan, in addition to the Scorecard resource. Neither Wilshire nor ING is rendering investment advice with respect to the Plan’s selection; the selection and ongoing monitoring of investment options will be performed by the Plan’s fiduciaries. Wilshire Associates is not a member of the ING family of companies. Wilshire is a registered service mark of Wilshire Associates Incorporated, Santa Monica, California.

ING Fund Evaluation Scorecard provides a meaningful comparison of a fund's historical performance relative to its appropriate peer group.

Wilshire Funds Management uses mathematical and statistical investment processes to allocate assets, select managers and construct portfolios and funds in ways that seek to outperform their specific benchmarks. Past performance does not guarantee future returns, and processes used may not achieve the desired results. For Plan Sponsor Use Only

www.ing-usa.com www.ingretirementplans.com

As of March 31, 2010

I NG Fund Evaluat ion Scor ecar d Peer Gr oup: Large Blend

Num ber of Funds: 954

OVERALL EVALUATI ON ( Ten Year s or Since I ncept ion)

SCORI NG Cat egor y Rank

Point s

Weight ed Scor e

45 70 77

3 2 1

1.8

RI SK Standard Deviation Upside / Downside Market Capture

53 C

2 3

1.0

RI SK-ADJUSTED PERFORMANCE Sharpe Ratio Scattergram

77 CN

1 4

1.0

10.65

1.0

CONSI STENCY OF STYLE Average Style 0.60% 0.98%

( Five Year s or Since I ncept ion)

0.4

80 76 72 68 64 60 56 52 48 44 40 36 32 28 24 20 16 12 8 4 0 -4 -8 -12

75th to 95th Percentile

140 120 100 80 60 40 20

0 Mar-02

Dec-02

Dec-03

Dec-04

Dec-05

Dec-06

Dec-07

Dec-08

Upside Mar k et Capt ur e %

100

120

140

Down Market Capture Ratio, %

Peer Gr oup Median

103.89

Mar-10

160

180

200

220

Dow nside Mar k et Capt ur e %

99.97

240

Peer Gr oup Median

99.56

101.22

RI SK ADJUSTED PERFORMANCE

1 year

49.19 -3.10 2.80 -2.14

Tot al

3 year

S& P 500 I ndex Tot al

49.77 -4.17 1.92 -0.65

5 year

-10 Mar-02

10 year

Universe

73.58 0.01 5.27 5.46

52.67 -3.06 2.86 1.98

49.17 -4.23 1.79 -0.28

45.74 -5.26 1.07 -1.15

38.52 -8.72 -1.16 -3.28

Tot al( 5% ) Tot al( 25% ) Tot al( Median)Tot al( 75% ) Tot al( 95% )

Per f or m ance:

Risk -Adj ust ed Per f or m ance:

Shar pe Rat io: 24 Mont h Rolling Quar t er 5th to 25th Percentile Sharpe Ratio

25th Percentile to Median

Median to 75th Percentile

75th to 95th Percentile

Large Blend Peer Group

-5

Dec-02

Dec-03

2 Dec-04

Bat t ing Aver age: 583

Cash Holdings: 3.32%

Tur nover Rat io: 104%

Dec-05

Dec-06

Dec-07

Dec-08

Mar-10

Tick er: IIVGX

31.47% % of Asset s in Top 10 Holdings:

-2 Mar-02

Dec-02

Dec-03

Dec-04

Dec-05

8 6 4 2 0 -2 -4 -6 -8

Tot al Num ber of Holdings: 72

R Squar ed: 97.80

Scat t er gr am

Previous 60 Months

Fund

GENERAL FUND I NFORMATI ON

Dec-06

Dec-07

Dec-08

Mar-10

5 Year Annualized Ret ur n

Total Annualized StdDev, % Peer Gr oup Median

2.80

5 Year Annualized St andar d Deviat ion

1.79

Median to 75th Percentile

Consist ency of St yle:

100 90

Dynam ic St yle Ex posur e - Tr ailing 10 yr s or Since I ncept ion Emerging Markets International Equity Large Growth Large Value Mid Growth Mid Value Small Growth Small Value International Bonds US Bonds Cash

Weight, %

-10 -20

12 Mont h Tr ailing Ret ur ns and Peer Gr oup Rank

-30

Dec-03

Dec-04

16.43

CONSI STENCY OF STYLE

75th to 95th Percentile

Dec-02

Peer Gr oup Median

16.39

24 Mont h Rolling Quar t er

25th Percentile to Median

Total Annualized Return, %

160

Fund Alpha

Previous 60 Months

Fund

180

5th to 25th Percentile Total

-40 Mar-02

Large Blend Peer Group 200

Alpha: 24 Mont h Rolling Quar t er

Fund

1 year 3 year 5 year 10 year

Median to 75th Percentile

75th to 95th Percentile

Tot al Aver age Annual Ret ur n

25th Percentile to Median S&P 500 Index

Upside / Dow nside Mar k et Capt ure

St andar d Deviat ion: 24 Mont h Rolling Quar t er

Alpha, %

Total Annualized Return, %

5th to 25th Percentile Fund

7.4 Ver y Good

the same 25th methodology a five-year The mid term evaluation 25th Percentile Percentile tousing Median to 75th Percentile 5th to utilizes Mediantrailing designed to augment the longer term evaluation of the time period. This isTotal standard ING Fund Evaluation Scorecard process. This may be helpful in conjunction with the35full Scorecard report.

PERFORMANCE Per f or m ance:

I NG Gr ow t h and I ncom e Por t f olio - Class I

MI D TERM EVALUATI ON RI SK

Total Annualized StdDev, %

EXPENSE CRI TERI A Total Fund Expenses: Peer Group Median:

As of March 31, 2010

5.2 Peer Aver age I NG Fund Evaluat ion Scor ecar d

Up Market Capture Ratio, %

Cat egor y PERFORMANCE 1, 3, 5, 10 Year Average 24-Month Rolling Returns 24-Month Rolling Alpha

Total Annualized Return, %

Your future. Made easier.® 3010999.X.S (7/09)

I NG Gr ow t h and I ncom e Por t f olio - Class I

Sharpe Ratio

Insurance products, annuities and funding agreements issued by ING Life Insurance and Annuity Company ("ILIAC"), One Orange Way, Windsor, CT 06095, which is solely responsible for meeting its obligations. Plan administrative services provided by ILIAC or ING Institutional Plan Services, LLC. Securities distributed by or offered through ING Financial Advisers, LLC (member SIPC) or other broker-dealers with which it has a selling agreement. Annuities may also be issued by ReliaStar Life Insurance Company (Minneapolis, MN) and ReliaStar Life Insurance Company of New York (Woodbury, NY). Variable annuities issued by ReliaStar Life Insurance Company are distributed by ING Financial Advisers, LLC. Variable annuities issued by ReliaStar Life Insurance Company of New York are distributed by Directed Services LLC. Only ING Life Insurance and Annuity Company and ReliaStar Life Insurance Company of New York are admitted and issue products in the state of New York. All companies are members of the ING family of companies. Products and services may vary by state and may not be available in all states. © 2009 ING North America Insurance Corporation. C09-0626-075 (7/09)

Dec-05

Dec-06

Dec-07

Dec-08

Mar-10

Apr -05 - Mar -06 Apr -06 - Mar -07 Apr -07 - Mar -08 Apr -08 - Mar -09 Apr -09 - Mar -10 30 15.66 9.09 -4.70 -36.01 49.19 18 80 36 26 50 20 10 0 Apr-00

For more specific performance of the options available within your plan, please see the plan level performance summary at the end of this document.

Created with MPI Stylus with data provided by Morningstar Fund Number: 001

Dec-00

Jun-01

Dec-01

Jun-02

Dec-02

Jun-03

Dec-03

Jun-04

Dec-04

Jun-05

Dec-05

Jun-06

Dec-06

Jun-07

Dec-07

Jun-08

Dec-08

Jun-09

Mar-10

Consist ency of St yle: Aver age St yle Ex posur e - Tr ailing 60 Mont hs

Page 2 of 3

Fund

Cash 2.01

US Bonds 0.03

I nt ernat ional Bonds 0.99

Sm all Value 2.06

Sm all Grow t h 4.14

Mid Value 1.49

Mid Grow t h 16.38

Lar ge Value 29.10

Lar ge Grow t h 36.17

I nt ernat ional Equit y 3.74

Em erging Mar k et s 3.88

For more specific performance of the options available within your plan, please see the plan level performance summary at the end of this document. Data supporting the complete fund evaluation process is available upon request.

Created with MPI Stylus with data provided by Morningstar Fund Number: 001

Page 3 of 3

“Wilshire“ is a registered service mark of Wilshire Associates Incorporated, Santa Monica, California. Wilshire Funds Management uses mathematical and statistical investment processes to allocate assets, select managers and construct portfolios and funds in ways that seek to out perform their specific benchmarks. Past performance does not guarantee future returns, and processes used may not achieve the desired results. ING and its companies are not affiliated with the Wilshire family of companies and receive no fee or other direct financial benefits from Wilshire in connection with the use of its services. ING pays an annual fee to Wilshire to compensate Wilshire for its services. ING also indemnifies Wilshire for any claims against Wilshire arising out of this Certificate, subject to standard commercial exceptions for gross negligence or willful misconduct. Neither Wilshire nor ING is rendering investment advice with respect to the Plan’s selection; the selection and ongoing monitoring of investment options will be performed by the Plan’s fiduciaries. Wilshire Associates is not a member of the ING family of companies. Wilshire is a registered service mark of Wilshire Associates Incorporated, Santa Monica, California. 3016103.C.S 11 (7/10)

Portfolio Blueprint® – a fiduciary support program available from Morningstar Associates, LLC. In today’s demanding regulatory and investment environment, plan you must do everything in your power to ensure your retirement plan offers employees an appropriate menu of investment options. It’s a tall order for most employers like you to handle on your own. That's why ING has joined forces with Morningstar Associates to offer you as a plan sponsor of a defined contribution retirement program a simple and objective solution. Portfolio Blueprint provides you with fund recommendations, built by investment professionals at Morningstar Associates, suitable for their plan’s characteristics and employee demographics. In addition, Morningstar Associates will monitor the recommendations on an ongoing basis. You benefit from Morningstar Associates' acknowledgement of fiduciary responsibility for their investment advisory services. Under ERISA, employers are generally fiduciaries of their retirement plans and are required, among other things, to operate the plan solely in the best interests of participants, prudently select investments, avoid conflicts of interest, and monitor investment options on an ongoing basis. With Portfolio Blueprint, Morningstar Associates offers you investment expertise and acknowledges its role as a fiduciary, as defined in Section 3(21)(A)(ii) of the Employee Retirement Income Security Act of 1974 ("ERISA"), with respect to the selection and ongoing monitoring of the plan's investment menu. Plan sponsors are solely responsible for determining whether the program is appropriate for the plan.

As part of the Portfolio Blueprint service, you will receive: • Investment selection from an objective third party, eliminating potential conflicts of interest • A fully diversified menu of investment options including both proprietary and third party funds • A customized Investment Policy Statement that can be added to the plan documents • Ongoing monitoring and due diligence of investment options by a leader in fund analysis • Morningstar Associates’ acknowledgement of its role as a fiduciary with respect to the selection and ongoing monitoring of the Plan’s investment menu.

Portfolio Blueprint Makes Your Fiduciary Responsibilities Easier to Manage ING Portfolio Blueprint brings together ING’s global leadership in the defined contribution market and Morningstar Associates’ expertise in plan lineup construction along with their reputation for objective, insightful investment analysis. • Morningstar Associates takes on an ongoing commitment for selecting and monitoring investment options and producing reports • The Workforce Profiles created by Morningstar Associates provide a convenient and systematic way to help you identify the ideal asset categories for your plan • Morningstar Associates’ category-based approach and access to Morningstar, Inc.’s databases creates a level of diversification that’s difficult to duplicate • Leverage the reputation and brand of both Morningstar and ING to address many of the challenges you face today

COMPREHENSIVE FIDUCIARY SOLUTIONS

Choose a Workforce Profile

Select investments from the Recommended Fund Menu

Sign the Contractual Agreement

Review Reports Provided by Morningstar Associates

Monitor Notifications 3016103.C.S 22 (7/10)

How the Program Works A unique advantage of Portfolio Blueprint is the ease with which you can get started in the program. Materials created by Morningstar Associates can help you document that you fulfilled your fiduciary responsibility for fund selection. Below are the main steps that will guide you through the process. • Choose Your Profile: Choose the Workforce Profile that best fits the characteristics of your retirement plan. • Select Your Lineup: The selected Workforce Profile will guide you to a Recommended Fund Menu. Working with your financial professional, select the best funds for your plan lineup from this menu. You will also be provided with a customized Investment Policy Statement for your plan. • Sign Up: Review and execute the Plan Sponsor Agreement – which describes your obligations and the objectives of Morningstar Associates, including its role as a fiduciary – to enroll in the program. • Review Reports: Once you implement the plan lineup, Morningstar Associates produces quarterly reports to help you stay on top of your plan monitoring responsibilities. You must check the ING Plan Sponsor Web site each quarter to review these reports. • Monitor Notifications and Make Updates as Necessary: Morningstar Associates may, from time to time, make changes to the Recommended Fund Menu. You will be notified of these changes and will have approximately six months to make changes to your plan lineup. If you choose not to implement the changes, the service will be cancelled and the fiduciary support will be discontinued.

Through a strategic relationship with Morningstar Associates, LLC, a registered investment advisor and wholly owned subsidiary of Morningstar, Inc., ING makes available Portfolio Blueprint®, a service offering investment solutions and fiduciary support from Morningstar Associates for plan sponsors. Morningstar Associates makes its fund selections from the fund platform that is available under the applicable ING product, which is a subset of the broad fund universe. The fund platform includes both proprietary and non-proprietary funds. Only ING proprietary options are made available in the money-market and stable-value categories. ING may at times request that Morningstar Associates reconsider specific fund selections but the final decision on which funds are selected for Portfolio Blueprint is Morningstar Associates’. The Morningstar name and logo are registered marks of Morningstar, Inc. All other logos and marks are the property of their respective owners. ING and its companies are not affiliated with the Morningstar family of companies and receive no fee or other direct financial benefits from Morningstar in connection with the use of its services.

INGâ&#x20AC;&#x2122;s customized employee communications and behavior-changing tools help educate, guide and motivate employees to take full advantage of plan benefits.

3016103.C.S 12 (7/10)

4. Customized Employee Communications & Tools

Customized Employee Communications & Tools

CUSTOMIZED EMPLOYEE COMMUNICATIONS & TOOLS

The key to a successful retirement program is employee participation. The key to participation is utilizing an engaging and informative employee communication strategy that helps maximize the value of the benefits you provide. For that reason, an ING Client Relations Manager will work closely with you to develop a strategy that meets the needs of your organization and your employees. ING's strategy focuses on key areas including Enrollment, Guidance, Education, and Information and Communication

ENROLLMENT MADE EASIER Enrollment is the period that offers you the best opportunity to promote your plan. Successful enrollment communications can lead to increased plan participation. Our goal during this period is to provide education to your employees about investment choices so they feel more confident with their decision to enroll. How we do this is through the “Your Number” Employee Education Experience. Our “Your Number” Employee Education Experience is based on ING's popular “Your Number” national campaign. Education/Enrollment ING’s Education/Enrollment Specialists provide face-to-face education to your employees about the specifics of your plan and the importance of saving for retirement. Our Specialists offer a variety of expertise that includes: • Experience communicating all types of plan features • Experience working with diverse employee populations with varying degrees of interest and knowledge about saving and investing The enrollment presentation is based on ING’s popular “Your Number” approach to saving for retirement. The goal of the presentation is to help employees understand the importance of saving, the value of the plan, and how saving through the plan may help them get closer to achieving their own personal number—or the amount of money they need to retire the way they will want.

Enrollment Campaigns ING’s “Your Number” enrollment campaigns are designed to motivate your employees to take a proactive role in their retirement planning. The campaigns take a unique and creative approach to employee communications, creating a sense of excitement around the concept of enrollment. Available campaign materials include posters, payroll stuffers, e-mails and Flash promotions. Customized Enrollment Guide The “Your Number” Enrollment Guide encourages employees to take the first step toward their own retirement preparedness by finding their “number” – or the total amount individuals need to accumulate by the time they retire. The Guide helps individuals calculate their number and establish a savings and investment strategy through their plan to reach it. The Enrollment Guide features: • Customization with your company’s name, logo, welcome letter and employer match (if appropriate) • Your Number Worksheet helps employees easily calculate their number • Information about how to choose an investment strategy • Account access instructions for the Internet and toll-free phone line • Fund fact sheets for all available investment options • Disclosure material detailing related plan charges and expenses

The big issues with employee retirement savings today:* • Workers have little confidence about having enough • – Only 6% of workers say they are very confident of having enough money to live in retirement • They don’t know how much is enough • – Only 46% of workers report they and/or their spouse have tried to calculate how much they will need for a comfortable retirement • They haven’t saved nearly enough • – 54% of workers report less than $25,000 in total savings and investments • Workers are counting on their retirement plan • – 43% or workers expect an employer-sponsored retirement savings plan to be a major source of retirement income

ING “Your Number” Campaign based on ING’s popular national campaign

* 2010 Retirement Confidence Survey, Employee Benefit Research Institute, March 2010

CUSTOMIZED EMPLOYEE COMMUNICATIONS & TOOLS

ING Institute for Retirement Research www.ingretirementresearch.com At ING, we are dedicated to helping participants obtain a more secure financial future by maximizing the benefits of their employer-sponsored retirement plan. The ING Institute for Retirement Research is a part of our organization committed to the study of participant investment behavior and the development and promotion of solutions that help participants improve their retirement savings. The Institute offers an extensive reference library on topics such as the Psychology of Investing, Adult Learning Theory and Redefining the Enrollment Experience. The Institute also relies on its leading-edge research to develop behaviorchanging employee solutions that take advantage of normal human emotion and psychologically-driven behavior in a multiple touch point strategy.

Enrollment Employees can quickly and easily enroll in the plan by logging onto ING’s online Enrollment Center. Intuitive navigation and simple prompts guide users through the steps of enrollment with clarity and ease. A confirmation of enrollment will be mailed directly to the employee’s home.

To view a demo of our online enrollment center, visit www.ingretirementplans.com/enrollmentdemo1

For those employees without access to the Internet, enrollment by form or phone is also available. Automatic Enrollment and Deferral Increase To eliminate employees’ feelings of confusion and being overwhelmed about enrolling in the plan, you can choose to “automatically enroll” newly eligible (and in some cases, current but not participating) employees into their 401(k) plan. Employees no longer need to actively choose to participate, how to invest, where to invest or fill out forms.

Auto-enrollment addresses employees’ tendency to procrastinate by making NOT participating the active choice. Options for how sponsors can direct contributions include: • Contributions can be directed to an asset allocation fund • Any combination of funds within the plan, in any percentage you choose, can also be chosen for an automatic enrollment investment • Any single fund within the plan can be selected The employee-initiated contribution rate escalator feature can help participants continue to grow their retirement savings by automatically increasing contributions each year. When a participant elects this feature, contributions will increase by a determined percentage annually until reaching a percentage limit. Once that limit is reached, the participant is responsible for increasing contributions further. Automated Eligibility Monitoring* ING also monitors the status of your employees and automatically notifies newly eligible employees of their opportunity to enroll in the plan. This fully-automated plan feature helps to boost plan participation on an ongoing basis.

The Enrollment Guide

* Available for full service plans with $3M in assets.

GUIDANCE MADE EASIER Investment Advisory Services from Morningstar Associates ING has aligned with Morningstar Associates to offer Morningstar® Retirement ManagerSM – a range of investment advisory services designed to meet the needs of all your participants. Whether your participants prefer to have their account professionally managed or use Morningstar Associates’ resources to make more informed decisions, Morningstar Associates can help make it easier for your participants to manage their retirement account. Participants will receive a personalized retirement strategy including recommendations for their: • Target retirement income goal • Savings rate • Asset mix • Investment selection • Handling company stock (if applicable) Retirement Manager’s easy-to-use three step process means participants can get their retirement strategy quickly. Education and Research Participants looking for more in-depth research or education to help them make decisions can access Retirement Manager’s research and education modules to pull detailed, world-class research reports about the investment options available to them as well as educational articles about a variety of investing and financial planning topics. Personalized to the Participant Morningstar Associates considers all relevant plan rules and fund restrictions and adjusts its fund recommendations if the participant provides information about outside assets, preferences to exclude particular funds, or other personal data.

Services Available through Morningstar Retirement Manager Managed by You (Advice) For participants who take an active role in managing their retirement accounts, Morningstar Associates provides self-directed services designed to help defined contribution plan participants make more informed investment decisions. Based on the participant’s specific investment accounts, financial goals, and risk tolerance, Morningstar Associates acts as the investment advisor and provides a personalized retirement strategy including a retirement income goal, recommended savings level, portfolio construction, and recommendations for the most appropriate investments

Morningstar® Retirement ManagerSM Helping Your Retirement Plan Participants Plan For Retirement

Morningstar® Retirement ManagerSM

Plan Sponsor Use Only

Your future. Made easier.®

Morningstar Associates seeks to give employees the advice they want and need. for that individual’s retirement account. With Managed by You (Advice), plan participants have the ability to receive fund-specific recommendations while simulating the impact of different risk levels on investments. The participant can submit their allocation instructions via Retirement Manager rather than having to manually execute them through the recordkeeper’s Web site.

CUSTOMIZED EMPLOYEE COMMUNICATIONS & TOOLS

Personalized Retirement Strategy from Morningstar Name John Smith

Created On 04-28-2009

Accounts ING 401(k)

Reference ID 147409

Page 1 of 3

Morningstar has designed a strategy to maximize your ability to reach your retirement goals. Learn more about our proposed changes to your savings, asset mix, and investment strategies. Obtain more details, adjust your personal data, or implement your proposed strategy at http://www.ingretirementplans.com. Saving more now is one of the most effective ways to increase your future retirement income and meet your goals. Morningstar proposes that you raise your total savings as much as possible based on your situation.

Current information not available.

Increase your total savings as much as possible based on your situation.

Balanced

Morningstar believes a relatively heavy concentration in stocks will result in an appropriate asset allocation strategy for you, based on the available information. You can achieve this proposed strategy simply by adjusting your investments as described in the next section. While stocks present a greater chance of volatile ups and downs in your p f li k h i di

Aggressive Asset %

Large Cap Stock Mid/Small Cap Stock International Stock Bonds Cash Equivalents

45 10 4 20 21 100

Asset %

Large Cap Stock Mid/Small Cap Stock

39 17

International Stock

Bonds Cash Equivalents

17 0 100

Managed by Morningstar (Managed Accounts) The managed accounts service is most beneficial for participants who don’t have the time, interest or knowledge to manage their retirement accounts on their own. With the managed accounts service, the participant assigns to Morningstar Associates the responsibility for managing their retirement plan assets. Incorporating personal information about each participant, they use their fund selection and asset-allocation expertise to create individual, diversified retirement portfolios from the investment options available in the plan. On a quarterly basis, Morningstar Associates reviews the participants’ portfolios and rebalances each account as necessary. The benefit to the participant is knowing that a professional investment manager is implementing a completely customized strategy for their retirement account and overseeing it on an ongoing basis. Morningstar Associates serves as the discretionary investment manager, providing fund selection, asset-allocation strategy, fundamental portfolio engineering, ongoing monitoring, and rebalancing. As a result, Morningstar Associates assumes fiduciary responsibility for the investment advice it provides to participants.

Key Benefits of Morningstar® Retirement ManagerSM: • Reduce fiduciary risk – Morningstar Associates, LLC, a registered investment advisor, accepts fiduciary responsibility for the advice it provides. • Improve benefits offering - You can help improve the competitiveness of your benefits package by offering professional investment advice from an independent, objective, investment expert with a widelyrecognized and trusted brand name, Morningstar. • Improve overall plan metrics – Retirement Manager helps make it easier for plan participants to manage their retirement accounts by helping them answer the two most common questions about their retirement plan: How much should I save? Which investments should I choose? This can result in higher participation and deferral rates and more appropriate asset allocations. Additional benefits include: • Helps your participants meet their retirement objectives • Meets a wide-range of employee needs • Provides access to institutionalquality investment advice

CUSTOMIZED EMPLOYEE COMMUNICATIONS & TOOLS

“Save, Invest, Spend” Campaign – a sample targeted, customized participant education campaign

Variable Headline Option

Chart your progress

Variable text option Variable text option Variable text option Variable text option

Periodically, check in with your savings progress. My Retirement Outlook is available online at your Plan’s Web site to help you chart your account's growth potential. Visit your Plan's Web site and select "My Retirement Outlook" on the login page to access this tool.

Kick it up a notch Whenever you can, you should try to increase your contribution rate. Even just 1-2% more each year could make a big impact down the road. An additional contribution of $10/month could add up to… $20/month could add up to… $50/month could add up to… $100/month could add up to…

10 years $1,801 $3,602 $9,005 $18,010

20 years $5,5690 $11,380 $28,450 $56,900

30 years $14,086 $28,171 $70,430 $140,860

Assumes 8% rate of return and contributions made at the end of each month. This illustration is hypothetical, is not guaranteed, and is not intended to reflect the performance of any specific investment. The tax-deferred investment will be subject to taxes on withdrawal. Systematic investing does not ensure a profit nor guarantee against loss.

Plan Website Plan Phone

Can you picture it? Your Plan encourages you to think about your future goals and to create a plan to achieve them. To increase your contribution rate, visit the Plan's Web site or contact an ING Customer Service Associate. Plan access information is shown on the left. You can request a password reminder using the link on the Login page in the Plan Web site or by calling the Customer Contact Center.

You should consider the investment objectives, risks, charges and expenses of the investment option carefully before investing. The prospectuses/prospectus summaries/information booklets containing this The key isPlease compounding and other information can be obtained by contacting your local representative. read the information carefully before investing. When you invest through your employer’s retirement Not FDIC/NCUA/NCUSIF Insured Not a Deposit of a Bank/Credit Union May Lose Value Not Bank/Credit Union Guaranteed Insuredyou by Any Federalon Government Agency Plan, theNot return make your money

is automatically

reinvested. The longer you have to invest, the greater the Non-Affiliated Text opportunity for Windsor, your investments to grow. So start now! Insurance products, annuities and funding agreements issued by ING Life Insurance and Annuity Company (“ILIAC”), One Orange Way, CT 06095, or annuity products are issued by ReliaStar Life Insurance Company, each of which is solely responsible for meeting its obligations. Plan administrative services provided by ILIAC or ING Institutional Plan Services, LLC. All companies are members of the ING family of companies. Securities distributed by or$10,000 offered can through INGwith Financial Look how grow compounding Advisers, LLC (member SIPC) or other broker-dealers with which it has a selling agreement. Only ILIAC is admitted and its products offered in the State of $42,919 New York. Investment + $40,000 compounded Agent of ReliaStar Life Insurance Company (Minneapolis, MN). Registered Representative of ING Financial Advisers, LLC (Windsor, CT) (member SIPC). growth $32,071 $30,000 $23,966 $20,000

Plan Name

$17,908

Chart your progress Periodically, check in with your savings progress. My Retirement Outlook is available online at your Plan’s Web site to help you chart your account's growth potential. Visit your Plan's Web site and select “My Retirement Outlook” on the login page to access this tool.

$13,382 $10,000

Can you picture it?

Initial investment

$0 Years

BANK OR SPONSOR LOGO

This hypothetical illustration is not guaranteed and is not intended to reflect the performance of any specific investment. The tax-deferred investment will be subject to taxes on withdrawal. It assumes a principal amount of $10,000 made at the beginning of year 1, with no other annual additional principal. An effective annual rate of 6% is applied. Systematic investing does not ensure a profit or guarantee against loss.

Your Plan encourages you to think about your future goals and to create a plan to achieve them. Enroll today to begin saving for your own picture of retirement. Simply follow the instructions below.

Your future. Made easier.®

You should consider the investment objectives, risks, charges and expenses of the investment option carefully before investing. The prospectuses/prospectus summaries/information booklets containing this and other information can be obtained by contacting your local representative. Please read the information carefully before investing. Not FDIC/NCUA/NCUSIF Insured Not a Deposit of a Bank/Credit Union May Lose Value Not Bank/Credit Union Guaranteed Not Insured by Any Federal Government Agency

EDUCATION MADE EASIER At ING, we believe that ongoing education is the key to helping participants improve their retirement plan savings. Our comprehensive financial education program delivers valuable, easy-to-understand information to your employees in multiple ways. Targeted and Customized Participant Campaigns Various events can spark opportunities for communicating the importance of saving more toward retirement to your participants. ING’s series of campaigns can be customized to your organization’s specifications and used to target participants during key events. For example, a deferral increase campaign could motivate participants to save more under these circumstances: • Raise time • Loan payoff • Age 50 (Catch up)

Communicate the enhanced plan benefits and features through informative and easy to understand communications. PLAN AND INVESTMENT SELECTIONS Current Funds

Maps to New Funds

EMPLOYEE COMMUNICATIONS

Important Information about Your Company’s Retirement Plan “Your Company Name” (your “Employer” or “we”) recently selected ING Life Insurance and Annuity Company as the new investment and service provider for the “Plan Name” (the “Plan”). All record keeping services will be transferred to ING and all amounts in the investment vehicles currently available under the Plan will be transferred to new investment options offered through ING, beginning effective “date”. A conversion period will make this a successful and seamless transfer, and ensure the accurate and complete transfer of your account and Plan records from our current service provider. During the conversion period we must undertake several steps to transfer services and plan assets to ING. Our current provider must finalize our records by completing all transactions currently in process, balance the Plan and forward the records to ING. Then, ING must update its record keeping system for our Plan provisions, the enrollment record for each participant, and the transaction records supplied by our current service provider. In addition, ING must receive and allocate our plan assets to the new investment options (as we direct) and balance the records to the assets it receives for our Plan. This conversion process will begin the week of Sunday,00/00/0000, and end the week beginning Sunday, 00/00/0000 (timeframe provided should be approximately four to six weeks). During the conversion period your deferred contributions will continue to be deducted from your paycheck and invested according to your direction. However, to establish accurate records and fund balances with ING, during this period no other individual account transactions can be processed either through our current provider or through ING. This is referred to as a “blackout period”. Specifically during the blackout period, you will not be permitted to: •

Request a distribution of Plan assets;

•

Request a loan;

•

Change allocations / Transfer assets from one fund to another;

•

Rollover assets to or from another plan to this Plan or;

•

Transfer assets to or from another plan to this Plan;

•

Access your account for inquiry purposes, either online or via the 800#

During the beginning week and ending week of the blackout period you may contact (plan administrator must provide toll free number or website and provide specific information for accessing it) with questions regarding the exact date the blackout period will begin and end.

The above specimen notice is not intended as tax or legal advice. Modifications may be required to meet our plan’s particular needs. Please consult with your plan’s tax advisor and legal counsel.

Transition Brochure

Employee Education

EMPLOYEES ARE TRANSITIONED ING’s proven and tested transition strategy helps ensure employess recognize, understand and appreciate enhanced plan features and benefits.

• Annual anniversary of enrollment • Missing employer match • Participant stops contributing to the plan Available in multiple delivery options, such as posters, e-mail, payroll stuffers and Flash promotions, these materials can be selected and customized to achieve maximum behaviorchanging results. Online and Onsite Employee Education Our library of informative employee education programs and seminars require no work or cost to you. Depending on your plan, we offer periodic onsite workshops for your employees. Access to these informative financial seminars is also available online. Your employees can listen to and follow prerecorded presentations complete with worksheets designed to advance their knowledge and help them make more informed financial decisions. Seminar topics include retirement readiness, investing 101, retirement savings options, and budgeting. Online Financial Resource Center Participants can access educational information about planning for retirement, investing and personal finance through the Financial Resource Center located on the Participant Web site. Available to participants 24-hours-a-day, seven-days-a-week, the Financial Resource Center empowers your employees to plan for their retirement when it’s most convenient for them. Here, participants can: • Access online financial calculators to create personalized illustrations • Create a customized library of retirement planning and investment resources • Personalize an educational e-curriculum based on individual needs, interests and knowledge level • Access print, audio and video items that best match their interest and knowledge level

Online Customized and Targeted Messaging Through ING’s Participant Web site Message Board, Participants receive meaningful messages and alerts that encourage them to take action. Sophisticated technology enables us to deliver targeted messages directly to impacted participants. Personalized messages including information about company matches, beneficiary information and catch-up contributions provide participants with the information they need to make informed decisions about their plan. Transition Counseling People change jobs, retire or may become the beneficiary of a loved one’s retirement plan assets. At no additional cost, a staff of investment specialists at ING can provide your participants with the information they need to: • Understand their options • Know their rights • Save and invest with confidence New plan participants are offered the convenience of consolidating employer-sponsored plan assets into a single plan. In addition, rollover Individual Retirement Accounts (IRAs) are available to provide the opportunity for continued tax-deferred investing. When your employees are ready to retire, your local retirement professional will provide them with information about the various distribution options available, including a calculation of monthly retirement benefits. We help make sure that all of your employees have the information they need to make educated decisions. MULTICULTURAL COMMUNICATIONS As diverse as the products and services we offer, so are the customers we serve. We believe diversity is more than an ideal – it is our mission and we are committed to effectively serving the markets in which we live and work. Our participant communications are designed to cater to diverse customers needs.

We work to understand the unique differences, thinking styles and perspectives of our customers. In response, and have developed a comprehensive multicultural strategy that focuses on education of multicultural employee populations including: • Comprehensive, educational communications using in-culture and in-language material • Dedicated support and service including: – Onsite financial literacy workshops, delivered in-language addressing common financial concerns among multicultural employee populations – Cultural sensitivity training for executives, managers and human resource personnel – Bilingual call center capabilities for streamlined, effective customer service – Marketing library of multicultural tools and resources available online via ING’s Web site

ING's Partcipant Web Site Participants can monitor and manage their retirement plan account 24/7 using ING’s Participant Web site. This powerful, yet easy-touse tool provides participants with total control over their plan account. Site features include such features as: • Targeted and customized message board • Personalized Market Watch Tool that can be customized to include preferred ticker symbols • Financial Resource Center that features personalized online financial education

Custom Web Messaging

INFORMATION AND COMMUNICATION MADE EASIER ING offers a number of ways for your employees to access information, talk to an ING representative or learn more on their own. They can reach us when they want, how they want and where they want – the choice is theirs. Quick Account Information ING’s 24-hour,* toll-free number and Participant Web site allows participants to manage their accounts securely, quickly and easily – with just a phone call or the click of a mouse when it is most convenient for them. Here, participants can: • Obtain account balance and unit values • Request forms • Update investment elections and allocations • Change contribution amounts • View fund performance and quarter-end statements • View personal rate of return

ING’s employee communications include in-culture and in-language material for multicultural employee populations. Informe Especial de ING

El costo que implica esperar Comience hoy a ahorrar

Ahorre ahora, pague después ¿Ya empezó a ahorrar para su jubilación? ¿Piensa que usted estará bien si comienza a ahorrar mañana? ¿o el mes próximo? ¿o el próximo año? Piénselo de nuevo. Ahorrar aunque solo sea un pequeño monto cada mes puede hacer una gran diferencia cuando esté listo para jubilarse. Entonces, ¿por qué esperar? ¡Comience hoy a ahorrar!

Una buena regla general es ahorrar suficiente dinero para asegurarse de que va a vivir como siempre ha vivido. No espere que tendrá menos gastos en sus años dorados que los que tiene ahora. La mayoría de los asesores financieros están de acuerdo en que necesitará de 70 a 80 por ciento más del ingreso previo a la jubilación para mantener su estilo de vida durante esos años.

Más años, más dinero

la vida durante la jubilación sigue aumentando, ya que el costo de la atención médica, vivienda, energía y otros costos también aumenta. Además, no subestime el poder de la inflación, ya que incluso una inflación baja puede dañar el poder adquisitivo de los dólares que tiene ahorrados para su jubilación. Por ejemplo, si usted estima una tasa de inflación del 3% durante los próximos 25 años, un galón de leche que compre hoy a $4,29 le costará $8,37 en 2031.

Informe especial deen mente INGque el costo de Tenga también

La buena noticia es que, es muy probable que usted viva más años que las generaciones pasadas. La mala noticia es que, vivir más significa que necesitará más dinero para su jubilación, posiblemente hasta por 30 años. Cualquiera sea su sueño para la jubilación, ya sea viajar por el mundo, jugar golf o simplemente estar tranquilo y disfrutar de los nietos, lo último que desea es preocuparse porque no le alcanzará el dinero.

Preparación para la jubilación

Así que aunque sus gastos en el mejor de los casos se mantengan iguales, o incluso aumenten, no puede esperar que

¿Cómo imagina que será su jubilación? Tal vez dará la vuelta al mundo. O jugará golf. O simplemente descansará y disfrutará de sus nietos. Ahora pregúntese cómo va a convertir ese sueño en realidad. ¿El camino que hoy transita le permitirá pagar para hacer realidad el sueño de su jubilación?

“El futuro ya no es lo que era antes” Yogi Berra, personaje legendario del béisbol, podría haber resumido lo que significa la jubilación con esa cita original y profunda. Para bien o para mal, la jubilación ya no es lo que era antes. El retirarse a la edad de 65 años con un reloj de oro en el bolsillo y sentarse en una mecedora en el porche de la casa ya no es la situación más común para los jubilados.

planificación adecuada, el vivir más de lo que puedan rendir sus ahorros es una posibilidad real. De modo que, ¿está listo para jubilarse?

Vidas más largas, jubilaciones más largas Hoy en día la gente vive más que nunca. Esas son las buenas noticias. Las malas son que necesitará más dinero para su jubilación. La Sociedad de Actuarios informa que un hombre de 65 años tiene una probabilidad del 50% de llegar a los 85 años, mientras que una mujer de 65 tiene una posibilidad del 50% de llegar a los 88 años. Y que la probabilidad de que al menos uno de los miembros de una pareja de 65 años alcance una edad de 92 años es del 50%.1 El intentar determinar qué tan larga será su vida no es una opción realista. Su mejor opción es apostar a que vivirá más de lo que piensa, y tener en cuenta la posibilidad de que necesitará ingresos para su jubilación hasta que tenga 90 años o más.

La familia de compañías de ING suministra esta información sólo para su conocimiento.

Una de las mejores y más sencillas maneras de comenzar a ahorrar es sacar provecho del plan de jubilación patrocinado por su empleador, como los planes de compensación diferida 401(k), 403(b) o 457. Y si usted está preocupado de si puede pagarlo, tenga en mente que estos planes pueden ahorrarle dinero ahora y más adelante. Funciona así: • Menos impuestos hoy: Los aportes a su plan se hacen antes de las deducciones del impuesto sobre el ingreso, lo que significa que está pagando menos en impuestos actuales con cada cheque de pago. • Menos impuestos mañana: Su cuenta crece con impuestos diferidos, lo que significa que usted no paga impuestos sino hasta que retire los fondos del plan. Debido a que lo más probable es que en ese momento usted estará en un rango impositivo menor, pagará menos impuestos que lo que pagaría actualmente. (Nota: Pueden aplicarse multas a los retiros anticipados, usualmente antes de los 59 ½ años).

Los gastos pueden ser muy costosos Conforme a las pautas generales de la

jubilación, sus ahorros La familia de compañías de ING suministra esta información sólo paradeberán su conocimiento.

Cómo respaldar la visión que usted tiene de su jubilación

Hoy en día muchos ven la jubilación como una etapa de actividad y de participación. El respaldar esa visión, no obstante, es otra cosa. Diversos factores pudieran poner en peligro sus metas de ingresos durante su jubilación. Sin una

* Except for scheduled downtime for maintenance.

ocurra lo mismo con su ingreso. Esa es la razón por la que cada día que pasa que usted no ahorra es otro dólar que probablemente no tendrá para su jubilación.

reemplazar entre un 70% y un 80% de sus ingresos anteriores a la jubilación, en función de qué tan activo (o costoso) será el estilo de vida que planee para su jubilación. Aunque algunos gastos podrían desaparecer al dejar de trabajar, otros rápidamente los reemplazarán y podrían hasta ser mayores.

Usted puede probablemente despedirse de los gastos relacionados con su trabajo, como la ropa de trabajo, almuerzos fuera de la casa, impuestos de nómina y aportes a los planes de jubilación. Pero tendrá muchos gastos nuevos, como viajes, pólizas de seguro y medicamentos. Además, el 69 por ciento de los estadounidenses que alcanzan la edad de 65 años necesitarán atención médica a largo plazo en algún momento de sus vidas2 –una cifra que se espera aumente con el paso del tiempo. 1 Fuente: Tabla de mortalidad anual del año 2000 ; Sociedad de Actuarios. Las cifras suponen que la persona se encuentra en buenas condiciones de salud. 2 Asociación estadounidense de hogares y servicios para la tercera edad, 2008.

Su futuro. Más fácil.®

CUSTOMIZED EMPLOYEE COMMUNICATIONS & TOOLS

Award-Winning Communications

Easy access to information

ING's employee communications are regularly recognized as some of the best in the industry by a number of prestigious publications and associations. ING-produced communications received the following awards:* • Five first-place and three secondplace Eddy Awards from Pensions & Investments • Three Signature Awards from Profit Sharing/401K Council of American (PSCA) • Effective Communication Leadership Award and Special Award of Distinction from National Association of Government Defined Contribution Administrators (NAGDCA) • Best-in-Class Overall Participant Education Program from PLANSPONSOR Magazine • Insurance and Financial Communicators Association (IFCA) Award • Retirement Income Industry Association Award for Best Advertising for ING Your Number from 401kWire.com. The award recognizes ads that raise awareness of the need for retirement income and had a lasting and memorable impression on a viewer.

Pointers Newsletter

Pointers

THIS ISSUE

• Be a Better Saver – Get into the Saving Habit • Build Your Emergency Fund • Get the Most out of Your Social Security Benefits

F O R S AV I N G A N D I N V E S T I N G SAVINGS STRATEGIES

SPRING 2010

Be a Better Saver GET INTO THE SAVING HABIT The economic unrest of the last 18 months has caused many of us to become more aware of our spending and prompted us to think about saving more: for retirement, the unexpected, homes, cars, college, and other financial goals. In a thesaurus, terms such as “scaling-down” “belt-tightening” and even “cheap” come up as alternative words for saving. The definition of “save” is more positive – “accumulate,” “set aside,” or “keep.” Both aspects are valid – the difference is in which view you choose to take on saving. “Belttightening” can help and may be a necessity, but there are other approaches you can take to try to “accumulate” what you need to meet your financial goals.

Save for the Future

Save for Today

Saving for a comfortable retirement is one of the most important financial decisions you can make, and your employer-sponsored retirement savings plan is one of the best ways you can save for your future. Automatic payroll deductions make saving easy and as a Plan participant, your contributions are made (in most cases) with pre-tax dollars reducing your taxable income.

Saving for the here and now is as essential as saving enough to fund your retirement. It’s also important to have an emergency fund to handle the unexpected in addition to the money you need for regular living expenses. And don’t forget to include money to do the things you and your family enjoy. Saving takes discipline, but it doesn’t have to be painful. As you get into the habit of saving and watch your nest egg start to grow, you’ll have the incentive to stay on the path to a more secure financial future for you and your family.

Even better, your Plan offers a variety of professionally managed investment options, and earnings on your investments are automatically reinvested so even small contributions can keep your savings growing. There may additional saving incentives available through your employer or from the Federal government when you save with your Plan as well.

Speak With an ING Representative For answers to account questions not found on the Participant Web site or on the automated voice response system, ING’s dedicated team of Customer Service Associates are available via phone Monday to Friday 8 a.m. - 9 p.m. (ET) to assist your employees. Our highly-skilled Customer Service Associates understand the features of your plan and are available to answer questions, help with transactions and provide quality service to all our customers. • Multilingual capabilities – Customer Service Associates are connected to a language line service that offers interpreters for more than 100 languages. A direct, toll-free line is available for Spanish-speaking participants. • Services for the hearing/vision impaired – ING uses AT&T’s Relay 2000 Service to enable callers to be connected with our direct service line and receive full translation services from a variety of devices for the hearing/vision-impaired.

Continued on page 2

Here are some suggestions that can help you get into the habit of saving.

Direct Deposit

Deposit your paycheck directly into your savings account. Transfer only what you need to pay your bills to your checking account.

Once you’ve paid off a credit card or loan, keep making those payments to yourself by putting the money into your savings.

THE IMPORTANT STUFF

Treat Your Savings as a Bill

HOW TO GET STARTED

3016103.C.S 13 (7/10)

Think Before You Buy

Walk away from big purchases for at least 24 hours, or even a week or two. You could end up finding a better price, or rethinking the purchase altogether.

Get into the habit of tossing your spare change (or even dollar bills) into a jar every day. It’s an easy thing to do and adds up fast!

CONSIDER A CHANGE

Save Your Change

WHERE TO GET ANSWERS

*Awards received in 2009-2010.

Quarterly Statements Quarterly account statements are e-mailed or mailed directly to participants’ homes and are a valuable resource for managing retirement investments. These comprehensive reports provide detailed information regarding your employees’ account activity such as: • Account summary • Current asset allocations • Transaction detail • Investment performance • Contact information for help and additional information Newsletter ING Pointers for Saving and Investing is an electronic newsletter that includes valuable financial education articles and encourages participant actions such as contribution increases and diversification. Pointers is conveniently posted to the Participant Web site and you can e-mail a link to a new issue of Pointers to your employees each quarter.

October 01, 2009 - December 31, 2009

ING PO Box 990067 Hartford, CT 06199-0067

Page 1 of 7

PLAN NAME Location:

Your Account Balance as of December 31, 2009

Your Current Investment Mix Stability of Principal

$178,556.26

68%

Global / International

13%

Large Cap Growth

13%

Large Cap Value

Your Account Summary Account Balance on 10/01/2009 Your Contributions Withdrawals Investment Earnings Account Balance on 12/31/2009 Vested Balance

$174,258.58 $676.69 $0.00 $3,620.99 $178,556.26 $178,556.26

Percentagesmay not be exact due to rounding.

At Your Service: >www.ingretirementplans.com >Customer Service: 1-800-584-6001 Automated Voice Response System available 24/7 Representatives available Monday thru Friday, 8 a.m. - 9 p.m. ET >TDD (Hearing Impaired): 1-800-855-2880

01-4447-AR-83A-010916228-0000001-0065037

0000462520091231559261PART

October 01, 2009 - December 31, 2009 Page 2 of 7

At Your Service: >www.ingretirementplans.com

>Customer Service: 1-800-584-6001

ING PO Box 990067 Hartford, CT 06199-0067 >TDD (Hearing Impaired): 1-800-855-2880

Representatives available Monday thru Friday, 8 a.m. - 9 p.m. ET

Automated Voice Response System available 24/7

About You Hire Date August 15, 1991

About Your Plan Plan Number XXXXXX

Plan Type 401K

Activity Statement for Your 401(K) Plan XXXXXX Your Current Investment Portfolio for Plan XXXXXX Investment Objective Stability of Principal ING Fixed Account

Balance on 10/01/2009

Total Activity

Investment Earnings

Balance on 12/31/2009

Number of Units/Shares

Unit/Share Price

$120,478.36

$676.69

$1,096.71

$122,251.76

N/A

Large Cap Value ING T. Rowe Price Equity Inc -Svc

$10,613.11

$0.00

$542.00

$11,155.11

1,011.1530

$11.0320

Large Cap Growth American Funds Growth Fnd R4

$21,259.25

$0.00

$1,241.08

$22,500.33

2,469.5680

$9.1110

2,296.4070

$9.8628

Global / International American Funds EuroPacific R4 Total

$21,907.86

$0.00

$741.20

$22,649.06

$174,258.58

$676.69

$3,620.99

$178,556.26

Unit/Share prices are displayed to four decimal places.

Allocation of Future Contributions for Plan XXXXXX

ING Fixed Account

100%

Total

100%

Activity by Source of Contributions for Plan XXXXXX

EmployeePreTax Matched EmployerMatching Profit Sharing 100% vested Total

Investment Earnings

Balance on 12/31/2009

% Vested

$0.00 $0.00

$2,732.09 $591.48

$134,892.72 $29,054.38

100.0% 100.0%

$0.00

$297.42

$14,609.16

100.0%

$676.69

$0.00

$3,620.99

$178,556.26

Balance on 10/01/2009

Contributions

$131,483.94 $28,462.90

$676.69 $0.00

$14,311.74 $174,258.58

Withdrawals

Transaction Detail for Plan XXXXXX Transaction Type Contributions Contributions Contributions

Process Date Money Source 10/02/2009 EmployeePreTax Matched 10/16/2009 EmployeePreTax Matched 10/30/2009 EmployeePreTax Matched

01-4447-AR-83A-010916228-0000001-0065037

Number of Units/Shares

Unit/Share Price

Transaction Amount

ING Fixed Account

N/A

$96.67

ING Fixed Account

N/A

$96.67

ING Fixed Account

N/A

$96.67

Investment

October 01, 2009 - December 31, 2009 Page 3 of 7

At Your Service: >www.ingretirementplans.com

>Customer Service: 1-800-584-6001

ING PO Box 990067 Hartford, CT 06199-0067 >TDD (Hearing Impaired): 1-800-855-2880

Representatives available Monday thru Friday, 8 a.m. - 9 p.m. ET

Automated Voice Response System available 24/7

Transaction Detail for Plan XXXXXX (continued) Transaction Type Contributions Contributions Contributions Contributions

Process Date Money Source 11/13/2009 EmployeePreTax Matched 11/30/2009 EmployeePreTax Matched 12/14/2009 EmployeePreTax Matched 12/29/2009 EmployeePreTax Matched

Total

Number of Units/Shares

Unit/Share Price

Transaction Amount

ING Fixed Account

N/A

$96.67

ING Fixed Account

N/A

$96.67

ING Fixed Account

N/A

$96.67

ING Fixed Account Contributions

N/A

$96.67 $676.69

Investment

Messages for Plan XXXXXX YOUR PERSONAL PERFORMANCE The returns shown are estimated dollar-weighted rates of return in your account, assuming evenly distributed cashflow throughout the period. The actual timing of cash flows into and out of your account may cause your actual returns to differ from these estimates. Past performance is no guarantee of future results. Insurance products, annuities and funding agreements issued by ING Life Insurance and Annuity Company ("ILIAC") One Orange Way, Windsor, CT 06095, which is solely responsible for meeting its obligations. Plan Administrative services provided by ILIAC or ING Institutional Plan Services, LLC. All companies are members of the ING family of companies. Securities distributed by or offered through ING Financial Advisers, LLC(member SIPC) or other broker-dealers with which it has a selling agreement. This statement contains time sensitive financial information. Please review the statement carefully and report any discrepancies by calling one of our customer service representatives at the number shown above within 30 days of the date of this statement. Automated Voice Response System is available 24/7 or visit our website as shown above. Failure to report any discrepancy within 30 days will indicate that you are in agreement with the transactions in your account as reported on this statement. ING EXCESSIVE TRADING POLICY Excessive trading, or Market Timing, attempts to benefit from short-term "dislocations" between the price of a mutual fund's shares and the value of underlying securities, particularly international investments. Excessive trading within a fund forces managers to hold additional cash reserves to cover the frequent trades, which means fewer dollars to invest for all fund participants. To help protect long-term shareholders' interests, affected fund managers have implemented measures with which ING's businesses must comply. ING monitors "excessive trading," currently defined as the purchase and sale twice of the same fund (including the money market fund) within a 60-day calendar period ( i.e., 2 or more round-trips of the same fund within 60 days would violate ING's policy) or 6 round-trips within a 12 month period. A round-trip is defined as a Buy-Sell sequence of the same fund. We do not count transfers associated with scheduled dollar cost averaging or automatic rebalancing programs and transfers involving certain de minimis amounts when determining whether transfer activity is excessive. When ING detects excessive trading, it may restrict or suspend Internet, phone and fax transfer privileges, however, trades can continue to be submitted via regular U.S. mail. To view ING's entire excessive trading policy refer to your participant website. AGREEMENTS TO SHARE TRADING INFORMATION WITH FUNDS As required by Rule 22c-2 under the Investment Company Act, the Company has entered into information sharing agreements with each of the fund companies whose funds are offered through the contract. Your trading information is shared under these agreements as necessary for the fund companies to monitor fund trading and the Company's excessive trading policy. Under these agreements, the Company is required to share information regarding your transactions including but not limited to information regarding fund transfers you initiated. In addition to information about your transactions, this information may include personal information, including names and social security numbers or other tax identification numbers. As a result of this information sharing, a fund company may direct us to restrict a contract holder or participant's transactions if the fund determines that the contract holder or participant has violated the fund's trading policies. This could include the fund directing us to reject any allocations of purchase payments or account value to the fund. REDEMPTION FEES SEC Rule 22c-2 requires funds to determine whether or not they should implement redemption fees to control excessive trading. Certain funds may deduct redemption fees as the result of withdrawals, transfers or other fund transactions a contract owner initiates. If applicable, ING may deduct the amount of any redemption fees imposed by the underlying fund(s) as a result of withdrawals, transfers or other fund transactions a contract owner initiates. Redemption fees, if any, are separate and distinct from any transaction charges or other charges deducted from a contract owner's account value and are forwarded to the applicable fund. For a more complete description of the funds' fees and expenses, review each fund's prospectus.

01-4447-AR-83A-010916228-0000002-0065038

October 01, 2009 - December 31, 2009 Page 4 of 7

At Your Service: >www.ingretirementplans.com

>Customer Service: 1-800-584-6001

ING PO Box 990067 Hartford, CT 06199-0067 >TDD (Hearing Impaired): 1-800-855-2880

Representatives available Monday thru Friday, 8 a.m. - 9 p.m. ET

Automated Voice Response System available 24/7

Messages for Plan XXXXXX (continued)

TAKE ADVANTAGE OF CURRENT CONTRIBUTION LIMITS For 2010, you may be able to contribute a maximum of $16,500 to your 403(b) or 401(k) and to your 457 retirement plan (possibly up to $19,500 for certain 403(b) participants) - and, unless your 457 plan is sponsored by a nonprofit organization, if you turn 50 during 2010, you can also take advantage of the 50 plus Catch-up Provision, which permits you to contribute an additional $5,500 during the coming year if permitted under the terms of your plan. Employees in 457 plans can save up to $33,000 (2 x the $16,500 maximum) through the Normal Retirement Age (NRA) Catch-up Provisions. You may not use both the NRA and the 50 plus catch-ups in the 457 plan in the same year. YOU SHOULD CONSIDER THE INVESTMENT OBJECTIVES, RISKS, AND CHARGES, AND EXPENSES OF THE INVESTMENT OPTIONS CAREFULLY BEFORE INVESTING. PROSPECTUSES CONTAINING THIS AND OTHER INFORMATION CAN BE OBTAINED BY CONTACTING YOUR LOCAL REPRESENTATIVE. PLEASE READ THE INFORMATION CAREFULLY BEFORE INVESTING.

GO GREEN: SAVE PAPER To receive your statement and other documents electronically, log on to your plan's website and enter your username and password. To help achieve long-term retirement security, you should give careful consideration to the benefits of a well-balanced and diversified investment portfolio. Spreading your assets among different types of investments can help you achieve a favorable rate of return, while minimizing your overall risk of losing money. This is because market or other economic conditions that cause one category of assets, or one particular security, to perform very well often cause another asset category, or another particular security, to perform poorly. If you invest more than 20% of your retirement savings in any one company or industry, your savings may not be properly diversified. Although diversification is not a guarantee against loss, it is an effective strategy to help you manage investment risk. The Department of Labor (DOL) Internet website provides other sources of information regarding individual investing and diversification. That site can be accessed at: www.dol.gov/ebsa/investing.html Your plan may permit each plan participant to direct the investment of some or all of the assets in his or her own account under the plan. Certain restrictions may apply to the right to direct the investment of these assets with regard to timing and the types of assets involved. Please see your Summary Plan Description or other plan related documents and materials to determine if you have the right to direct the investment of the assets in your own account and if so, to determine whether any restrictions apply with regard to that right. Please note that the above message is not applicable for plans that are not subject to the ERISA guidelines, including all plans of public education employees. Your plan may make available to you options (e.g. life insurance, self-directed brokerage account, and/or loans) that are not displayed on this statement because they are not administered or made available through ING Life Insurance and Annuity Company. Please contact your plan administrator or employer for information about these options.

01-4447-AR-83A-010916228-0000002-0065038

October 01, 2009 - December 31, 2009 Page 5 of 7

At Your Service: >www.ingretirementplans.com

>Customer Service: 1-800-584-6001

ING PO Box 990067 Hartford, CT 06199-0067 >TDD (Hearing Impaired): 1-800-855-2880

Representatives available Monday thru Friday, 8 a.m. - 9 p.m. ET

Automated Voice Response System available 24/7

Investment Performance for Plan XXXXXX Separate Account D Average Annual Total Returns as of: 12/31/2009 Variable annuities and funding agreements are long-term investment vehicles designed for retirement purposes which allow you to allocate contributions among variable investment options that have the potential to grow tax-deferred, or in the case of Roth contributions, tax free, with an option to receive a stream of income at a later date. Early withdrawals may be subject to surrender charges, and if taken prior to age 59 1/2, a 10% IRS penalty may apply. Taxes are due upon withdrawal of tax-deferred assets; withdrawals will also reduce the applicable death benefit and cash surrender value. THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE. PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS. FOR MONTH-END PERFORMANCE WHICH MAY BE LOWER OR HIGHER THAN THE PERFORMANCE DATA SHOWN PLEASE CALL 800-584-6001. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT WILL FLUCTUATE SO THAT, WHEN SOLD, AN INVESTMENT MAY BE WORTH MORE OR LESS THAN THE ORIGINAL COST. These numbers reflect total Separate Account charges of 0.00% on an annual basis. They also assume reinvestment of all dividends (ordinary income and capital gains) and are net of management fees and other fund operating expenses. DEPENDING UPON THE TYPE OF CONTRACT IN WHICH YOU PARTICIPATE, YOU HAVE EITHER RECEIVED DISCLOSURE BOOKLETS FOR THE SEPARATE ACCOUNT AND/OR FUND PROSPECTUSES. YOU SHOULD CONSIDER THE INVESTMENT OBJECTIVES, RISKS AND CHARGES, AND EXPENSES OF THE VARIABLE PRODUCT AND ITS UNDERLYING FUND OPTIONS CAREFULLY BEFORE INVESTING. THE DISCLOSURE BOOKLET CONTAINS THIS AND OTHER INFORMATION. ANYONE WHO WISHES TO OBTAIN A FREE COPY OF THE SEPARATE ACCOUNT DISCLOSURE BOOKLET AND/OR FUND PROSPECTUSES MAY CALL THEIR ING REPRESENTATIVE OR THE NUMBER ABOVE. PLEASE READ THE SEPARATE ACCOUNT DISCLOSURE BOOKLET AND/OR THE FUND PROSPECTUSES CAREFULLY BEFORE INVESTING. Returns less than one year are not annualized. Fund Inception Date is the date of inception for the underlying fund, and is the date used in calculating the periodic returns. This date may also precede the portfolio's inclusion in the product.

Fund Number Investment Options

Fund Inception Date

3-Mo

1-Yr

5-Yr

10-Yr/ Inception

0.91%

3.65%

4.05%

4.87%

2.08%

18.43%

4.55%

7.65%

01/29/1997

0.61%

12.62%

5.48%

5.72%

05/01/2002

3.78% 4.42% 4.71% 4.93% 2.78%

22.32% 25.78% 28.35% 29.86% 17.20%

2.30% 1.51% 1.60% 1.50% 2.93%

04/29/2005 04/29/2005 04/29/2005 04/29/2005 04/29/2005

5.62%

24.38%

2.59%

5.91%

12/01/1973

6.07% 5.90%

33.31% 25.79%

3.94% -0.28%

3.55% 1.47%

08/01/1978 05/03/2004

5.11%

24.99%

0.50%

3.89%

01/24/1989

5.84%

34.54%

2.86%

2.32%

12/01/1973

Stability of Principal 741 -ING Fixed Account This fund is not part of a separateaccount.

Bonds Inflation-Protected Bond 1035-PIMCO Real Return - Class A Intermediate-TermBond 439 -ING PIMCO Total Return Port - Svc

Asset Allocation Lifecycle 747 -ING Solution 2015 Portfolio - Svc 759 -ING Solution 2025 Portfolio - Svc 762 -ING Solution 2035 Portfolio - Svc 765 -ING Solution 2045 Portfolio - Svc 768 -ING Solution Income Portfolio - Svc

Balanced Moderate Allocation 1005-AmericanFunds Income Fnd R4

Large Cap Value Large Blend 1208-AmericanFunds Fdmntl Inv R4 1357-ING Stock Index Portfolio - S2 Large Value 617 -ING T. Rowe Price Equity Inc -Svc

Large Cap Growth Large Growth 572 -American Funds Growth Fnd R4 01-4447-AR-83A-010916228-0000003-0065039

October 01, 2009 - December 31, 2009 Page 6 of 7

At Your Service: >www.ingretirementplans.com

>Customer Service: 1-800-584-6001

ING PO Box 990067 Hartford, CT 06199-0067 >TDD (Hearing Impaired): 1-800-855-2880

Representatives available Monday thru Friday, 8 a.m. - 9 p.m. ET

Automated Voice Response System available 24/7

Investment Performance for Plan XXXXXX (continued) See Performance Introduction Page for Additional Information Separate Account D Average Annual Total Returns as of: 12/31/2009 Fund Number Investment Options

Fund Inception Date

3-Mo

1-Yr

5-Yr

10-Yr/ Inception

5.18%

28.41%

2.94%

9.57%

09/20/2000

4.29%

39.18%

4.88%

4.99%

10/02/2000

5.58%

32.25%

2.11%

6.61%

11/20/2001

3.86%

28.53%

2.44%

8.32%

05/13/1991

3.38%

39.13%

7.71%

3.62%

04/16/1984

5.32%

37.45%

5.72%

3.92%

03/13/1973

Small/Mid/Specialty Mid-Cap Blend 457 -CRM Mid Cap Value Fund - Investor Sh Mid-Cap Growth 778 -ING FMR Diversified MidCap Port-Svc Mid-Cap Value 1008-ColumbiaMid Cap Value Fund - A Small Blend 1117-LoomisSayles SmallCap Value -Retail

Global / International Foreign Large Blend 573 -American Funds EuroPacific R4 World Stock 818 -American Funds Nw PrspctvFund R4

The risks of investing in small company stocks may include relatively low trading volumes, a greater degree of change in earnings and greater short-term volatility. Foreign investing involves special risks such as currency fluctuation and public disclosure, as well as economic and political risks. Some of the Funds invest in securities guaranteed by the U.S. Government as to the timely payment of principal and interest; however, shares of the Funds are not insured nor guaranteed. High yielding fixed-income securities generally are subject to greater market fluctuations and risks of loss of income and principal than are investments in lower yielding fixed-income securities. Sector funds may involve greater-than average risk and are often more volatile than funds holding a diversified portfolio of stocks in many industries. Examples include: banking, biotechnology, chemicals, energy, environmental services, natural resources, precious metals, technology, telecommunications, and utilities.

Additional Notes The CURRENT rate for the ING Fixed Account Base + 125, Fund 741 is 3.65%, expressed as an annual effective yield, and is guaranteed not to drop below 3.30% through 12/31/2010. The annual rate of interest applied to your account may be higher or lower than the current rate. Restrictions may apply to transfers of funds from the Fixed Account to other contract investment options. Please refer to your product prospectus / disclosure booklet and call your 800 number for more information. The Income Fund of America - Class R-4 commenced operations on May 15, 2002. The fund has identical investment objectives and policies, the same portfolio manager, and invests in the same holdings as Class A of this fund. The performance information for The Income Fund of America - Class R-4 prior to May 15, 2002 is based upon the Class A performance, adjusted by fees associated with Class R-4. The Growth Fund of America - Class R-4 commenced operations on May 15, 2002. Class R-4 has identical investment objectives and policies, the same portfolio manager, and invests in the same holdings as Class A. The performance information above prior to May 15, 2002 is based upon the Class A performance adjusted by the fee differences between classes. The Loomis Sayles Small Cap Value - Retail Class commenced operations on December 31, 1996. Performance shown for periods prior to the inception date of the Retail Class represents the performance of the Institutional Class of shares during the periods shown, adjusted to reflect the current levels of management and 12b-1 fees payable by the respective Classes. EuroPacific Growth Fund - Class R-4 commenced operations on May 15, 2002. Class R-4 has identical investment objectives and policies, the same portfolio manager, and invests in the same holdings as Class A. The performance information above prior to May 15, 2002 is based upon the Class A performance adjusted by the fee differences between classes. The New Perspective Fund - Class R-4 commenced operations on May 28, 2002. The fund has identical investment objectives and policies, the same portfolio manager, and invests in the same holdings as Class A of this fund. The performance information for the New Perspective Fund - Class R-4 prior to May 28, 2002 is based upon the Class A performance, adjusted by fees associated with Class R-4. The Investment Option is neither a mutual fund nor part of a Separate Account. The returns listed do not include the impact of contract charges. Please refer to the contract or disclosure book to determine which Fixed Interest Options are available for your specific plan. The Investment Option is offered through ING Life and Insurance Annuity Company. Insurance products, annuities and funding agreements issued by ING Life Insurance and Annuity Company One Orange Way Windsor, CT 06095, (ILIAC), which is solely responsible for meeting its obligations. Plan administrative services provided by ILIAC or ING Institutional Plan Services, LLC. All 01-4447-AR-83A-010916228-0000003-0065039

October 01, 2009 - December 31, 2009 Page 7 of 7

At Your Service: >www.ingretirementplans.com

>Customer Service: 1-800-584-6001

ING PO Box 990067 Hartford, CT 06199-0067 >TDD (Hearing Impaired): 1-800-855-2880

Representatives available Monday thru Friday, 8 a.m. - 9 p.m. ET

Automated Voice Response System available 24/7

Investment Performance for Plan XXXXXX (continued) Additional Notes(continued) companies are members of the ING family of companies. Securities are distributed by or offered through ING Financial Advisers, LLC (member SIPC) or other broker-dealers with which it has a selling agreement.

01-4447-AR-83A-010916228-0000004-0065040

5. Dedicated Sponsor Support & Services

Dedicated Sponsor Support & Services An experienced, knowledgeable support team coupled with meaningful tools and services make it easier for you to manage your plan and easier for employees to participate.

3016103.C.S 14 (7/10)

DEDICATED SPONSOR SUPPORT & SERVICES

ING’s EASE Recordkeeping Platform Combined With Best-In-Class Service, Tools and Support Make Administering Your Retirement Plan Easier Our knowledgeable people supported by industry-leading technology and tools strive to build plans that your employees understand and value, that are easier for you to administer and feature methods to measure and improve plan metrics.

DEDICATED SUPPORT Transition Manager Your plan’s Transition Manager is dedicated to overseeing the successful implementation of your plan. This individual leads a smooth transition from your current service provider(s) to ING. He or she will conduct an implementation discussion with you, your financial professional and your current provider within the first two weeks after all new business paperwork is completed. ING will provide you and your business partners with a custom implementation timeline with milestones, and weekly conference calls will help keep us on track. Plan Manager Your plan’s Plan Manager supports the day-to-day operations of your plan following installation. He or she is responsible for accurate and timely recordkeeping, all administrative aspects of your plan and assisting you with all transaction requests. The Plan Manager is also responsible for overseeing all participant transactions initiated by the toll-free phone line and working with you to ensure that your participant records are in balance with your plan records.

Client Relations Manager Your Client Relations Manager works together with you to implement an education and communications strategy to motivate employees to take full advantage of plan benefits. He or she tracks and measures employee response to ensure messages and mediums are generating impact and action. Your CRM also conducts educational seminars and conducts periodic plan reviews. Customer Service Associate (CSA) CSAs are responsible for handling participant toll-free phone inquiries. These individuals free up your HR staff by addressing plan participants’ questions and concerns and by timely processing transaction requests. The CSA can provide information on investment performance and other investment information. CSAs are available Monday - Friday from 8:00 a.m. to 9 p.m. (ET). Every employee in our Customer Service organization realizes the importance of building quality into everything we do. In fact, it’s our mission to be recognized as a leader in delivering quality services. Employee selection, training and supervision are geared to achieve our goal of 100% processing accuracy.

Dedicated support can help free up you and your HR staff. • Your Transition Manager leads the smooth transition of your plan • A Plan Manager manages the day-to-day needs of your plan • Your Client Relations Manager performs periodic plan reviews and fosters participant education and communication • Customer Service Associates handle participant inquiries and answer questions about your plan

DEDICATED SPONSOR SUPPORT & SERVICES

Periodic Plan Reviews

MEANINGFUL TOOLS DESIGNED TO HELP DELIVER SUCCESSFUL OUTCOMES Customized Plan Reviews As a plan sponsor, your goal is to offer a retirement program that satisfies the retirement needs of you and your employees. At ING, we want to help you by providing customized solutions to help you reach that goal with a periodic review of your plan. This comprehensive review includes important information to help you manage your plan and keep it on track. Your Plan Review from ING can assist you with many of the responsibilities you have as plan sponsor, such as: • Annual Due Diligence • Meeting 404(c) compliance, as applicable to the plan • Preparing documentation in the event of an audit

Sample On-Demand Reports

Your Plan Review is broken down into the following areas: • Participant Activity – Easy-tounderstand plan-level analysis of average participant balance, contributions and distributions, participation levels, utilization of participant services and suggested areas of improvement • Investment Review – Fund performance analysis and diversification data including assets and contributions by investment option, assets by investment style, performance reporting and fund evaluation • Action Plan – Possible tools and communication materials needed to create actionable steps for the coming year including seminars available, educational materials and recommended plan design changes (when applicable) to help maximize retirement plan benefits

Plan Sponsor Web site with Robust On-Demand Reporting Capabilities ING’s Plan Sponsor Web site demonstrates our commitment to bringing best-in-class technology to our customers. The site combines intuitive navigation with powerful technology to create a tool that helps make plan administration easier. Designated sponsor representatives can enjoy “one stop” functionality when logging onto ING’s Plan Sponsor Web site that includes: • 24/7 access to plan-level, participant-level and investment information – Balances as of previous day – Transaction history – Year-to-date contribution amounts – Detail by participant – Investment performance • On-Demand Reporting tool can help you measure plan metrics and promote successful outcomes. For example, a report showing a lack of diversification among a population of participants could trigger a targeted asset allocation campaign that could help employees understand the importance of diversification. – Choose from the list standard reports or build a custom report for additional detail – “Drag and drop” functionality offers a user-friendly interface to generate reports – Generate summaries of operational metrics and historical trend analysis to help make informed choices regarding plan design

Visit a demo of our On-Demand Reporting tool at: www.ingretirementplans.com/reportdemo

Payroll Administration ING allows you to choose how, and how often you send and receive employee payroll information with ING’s Payroll Administration tool. Using this convenient tool, you can provide ING with participant data electronically and can: • Enroll eligible participants • Update participant demographic data • Submit and fund contributions and/or loan repayments • Receive automatic notifications You can choose how you prefer to receive data by selecting from three convenient options: 1 FTP (File Transfer Protocol) to a location with an e-mail notification that the file was sent 2 An encrypted e-mail with the file as an attachment 3 Posted to the Plan Sponsor Web site with an e-mail notification that the file has been posted A rolling 24-month history of files will be displayed on the Sponsor Web site under the Processing Center menu. You can also choose from four frequency options from annually to weekly to receive your feedback file. Automatic Plan Features Automatic enrollment, automatic rate escalator, automatic rebalancing and automatic eligibility monitoring can help take the “admin” out of administering your plan. You can choose to include any or all of these convenient auto features in your plan’s design. Online Beneficiary Tracking Service ING can store and update beneficiary information for your plan participants, and on an ongoing basis provide you with a simple summary for your records. This feature eliminates the need for you to collect paper beneficiary forms.

Automated Eligibility Monitoring* ING assumes responsibility for monitoring employee eligibility and then notifying employees of their ability to participate in the plan— which results in less administration for the plan sponsor. Newly eligible employees receive a letter and brochure mailed to their homes explaining the benefits of contributing to the plan and how to enroll. Online Targeted and Custom Web Messaging We believe that people are typically more likely to take action when a message is targeted for their unique situation. That is why our Participant Web site features the ability to create and post customized messages, reminders and alerts on-demand to a participant's bulletin board. ING Benchmark Wizard An industry first, the ING Benchmark Wizard provides you with detailed retirement plan statistics and gives you an inside look into what retirement benefits similar companies in your industry are offering their employees. The innovative technology of the ING Benchmark Wizard allows your representative to enter your plan data and retrieve results from an expansive database, instantly providing you with detailed information on your plan – and how it stacks up against the plans of your peers. The ING Benchmark Wizard filters retirement plan information based on: • Industry • Plan Type • Tax Code • Number of Employees • Number of Assets Plan Sponsor Newsletter ING’s periodic plan sponsor newsletter helps keep you informed on relevant issues such as legislative updates, administrative changes and new products and services.

Payroll Administration

Custom Web Messaging

ING Benchmark Wizard

ING Institute for Retirement Research (IIRR)

www.ingretirementresearch.com The IIRR is a source for information, tools and commentary to help employers make better use of their retirement resources.

* Available for full service plans with $3M in assets.

DEDICATED SPONSOR SUPPORT & SERVICES

Recordkeeping and Plan Services Backed by our experienced service team, our multiple service platforms will deliver everything you’ll need to keep your plan running smoothly. Recognizing that you have other responsibilities, our services are designed to support you in your role. Our recordkeeping services include processing enrollments, ongoing monitoring of participant data and contribution limits, and distribution processing. Other services include: • Daily valuation and reconciliation • Account rebalancing • Allocation of plan contributions and loan repayments • Reallocation of forfeitures • Hourly vesting calculations • Ability to work with any type of payroll or census feed

3016103.C.S 15 (7/10)

Thorough Testing Accurate and thorough testing ensures your plan remains in compliance. We provide signature-ready Form 5500s, and conduct the Actual Deferral Percentage (ADP) and Actual Contribution Percentage (ACP) tests on a semi-annual basis. Top-heavy and 415 (annual additions) testing is conducted if this is the only plan you maintain. • ADP/ACP testing • Top heavy testing • 415 and 402(g) • 410(b) and 401(a)(4) • Signature-ready 5500 and all applicable schedules • Plan audit assistance

6. Leading with Technology

Leading with Technology Data-mining tools designed to promote successful outcomes, improve plan metrics and reduce your administrative workload.

3016103.C.S 16 (7/10)

LEADING WITH TECHNOLOGY

Superior technology and tools supported by experienced and knowledgeable professionals. Throughout the pages of this proposal, it’s clear that ING is committed to developing and delivering the type of best-in-class technology that supports the success of your plan and its participants. Our leading technology, combined with our personalized service, create retirement plans that are easier to administer and easier for employees to benefit from all they have to offer.

Plan Sponsor Web Site It’s powerful, easy-to-use and gives designated sponsor representatives total access to information and tools necessary to effectively manage and monitor their retirement plan. ING's Plan Sponsor Web site is an online entry-point to an array of reporting and management tools including: • 24/7 access to plan-level, participant-level and investment information • Balances as of previous day • Transaction history • Year-to-date contribution amounts • Detail by participant • Investment performance • On-Demand Reporting Tool On-Demand Reporting Tool This robust data-mining tool provides powerful access to a wide range of plan data to help measure and improve plan metrics and identify education opportunities. • Choose from the list standard reports or build a custom report for additional detail • “Drag and drop” functionality offers a user-friendly interface to generate reports • Generate summaries of operational metrics and historical trend analysis to help make informed choices regarding plan design

Partcipant Web Site Participants have complete control over their plan account and access to personalized education through ING’s Participant Web site. Features include: • Targeted and customized message board provide the ability to post custom messages and alerts to encourage participants to take action • Personalized Market Watch Tool that can be customized to include preferred ticker symbols • Financial Resource Center that features personalized online financial education • Online beneficiary maintenance • Robust planning calculators • Manage contributions and track investments • Model and request loans

Plan Sponsor Web Site

Visit a demo of our Plan Sponsor Web site at: www.ingretirementplans.com/sponsorwebdemo

On-Demand Reporting Tool

Visit a demo of our On-Demand Reporting tool at: www.ingretirementplans.com/reportdemo

Partcipant Web Site

Visit a demo of our Participant Web site at: www.ingretirementplans.com/pwebdemo

LEADING WITH TECHNOLOGY

ING Innovation Strives to Improve Retirement Readiness Through our commitment to and investment in thoughtful research and purposeful innovation, ING continually seeks to improve the retirement readiness of Americans. These three behavior-changing tools were developed by ING to educate and motivate individuals to take action and save more for retirement. INGCompareMe.com By leveraging the power of peer comparison, this tool makes it possible for your employees to discover how they compare to others in their peer group on financial matters, and ways to increase their retirement savings. Visit a demo of INGCompareMe.com at: www.ingcompareme.com

My Retirement Outlook This unique retirement calculator helps employees better prepare to close the retirement income gap by combining retirement and paycheck analysis with an instant gap statement that highlights the gap between what participants are currently saving and what may be needed to meet their retirement objectives. Visit a demo of My Retirement Outlook at: www.ingretirementplans.com/mrodemoCHC

INGYourNumber.com Research has shown that 54% of workers* have never calculated how much money they will need to live comfortably in retirement. This powerful tool helps people find their personal â&#x20AC;&#x153;numberâ&#x20AC;? of the amount of money they will need to retire the way they want. Once they know their Number, they can work toward achieving it. To calculate your number, visit www.ingyournumber.com

*2010 Retirement Confidence Survey, EBRI 2010 3016103.C.S 17 (7/10)

7. Program Highlights

Program Highlights

3016103.C.S 18 (7/10)

8. Investment Performance

Investment Performance

3016103.C.S 19 (7/10)

9. Appendix

Appendix

3016103.C.S 20 (7/10)

ING MAP SELECT Supplement dated October, 2009 This supplement updates the contract information booklet and provides you (the employee/participant and/or the plan sponsor, as applicable) with important information regarding fund revenue sharing and expenses, sales compensation, third party administrator compensation, the availability of other products from ING Life Insurance and Annuity Company (the Company) and other important information. I. FUND REVENUE SHARING AND EXPENSE DISCLOSURE Fees Deducted by the Funds The investment advisory fees, 12b-1 fees and other expenses including service fees (if applicable) that may be charged annually by each fund are disclosed in a Fund Fees and Expenses Table available from your sales representative. The fund fee and expense information listed in the Fund Fees and Expenses Table was provided by the funds. See “Fund Fees and Expenses” below and the fund prospectuses for further information. Fund fees are one factor that impacts the value of a fund share. To learn about additional factors, refer to the fund prospectuses. The Company or its affiliates may receive compensation from each of the funds or the funds’ affiliates based on an annual percentage of the average net assets held in that fund by the Company. The percentage paid may vary from one fund company to another. For certain funds, some of this compensation may be paid out of 12b-1 fees or service fees that are deducted from fund assets. Any such fees deducted from fund assets are disclosed in the fund prospectuses. The Company or its affiliates may also receive additional compensation from certain funds for administrative, recordkeeping or other services provided by the Company or its affiliates to the funds or the funds’ affiliates. These additional payments may also be used by the Company or its affiliates to finance distribution. These additional payments are made by the funds or the funds’ affiliates to the Company or its affiliates and do not increase, directly or indirectly, the fund fees and expenses. In the case of fund companies affiliated with the Company, where an affiliated investment adviser employs subadvisers to manage the funds, no direct payments are made to the Company or the affiliated investment adviser by the subadvisers. Subadvisers may provide reimbursement for employees of the Company or its affiliates to attend business meetings or training conferences. Investment management fees are apportioned between the affiliated investment adviser and subadviser. This apportionment varies by subadviser, resulting in varying amounts of revenue retained by the affiliated investment adviser. This apportionment of the investment advisory fee does not increase, directly or indirectly, fund fees and expenses. See “Fund Fees and Expenses” below for additional information. How Fees are Deducted. Fund fees are not deducted from account values. Instead, fund fees are deducted from the value of the fund shares on a daily basis. If the fund shares are offered under a group annuity contract or group funding agreement, as applicable, this will in turn affect the value of subaccounts that purchase the fund shares. Fund Share Classes. A single mutual fund usually offers more than one “class” of shares to investors. The key distinctions between these share classes are the charges and ongoing fees borne by the fund and absorbed by investors. These fees may include 12b-1 fees as well as administrative and “Sub-TA” fees (sometimes called service fees). The least expensive classes of mutual fund shares are often called “Initial Class” or “Class I” and generally only charge management fees and limited fees for other expenses related to the fund. These classes of shares usually generate the least amount of revenue for the Company, although they may pay service fees. Various share classes may charge 12b-1 fees up to 0.75%. These classes are often called Class A, Service Class, Adviser Class, R Class or S Class shares. They may also have other names.

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The mutual fund component of this product may make more than one menu of funds available for the plan sponsor to select from. Generally, these menus differ from one another according to ranges of fund fee expense levels, administrative fund fees, and by share class. Plan sponsors should know that the expense levels associated with a fund menu may affect billed expenses, daily asset charges and other features of the product. This is because other product charges are related to the amount of fund revenue that the Company receives. Plan sponsors should discuss with their sales professional how fund revenues may affect services provided as well as other product fees and charges, as mentioned above. Fund Fee Adjustment. As described above, the Company earns varying levels of revenue from the funds available under the product. The Company assesses an additional fee (called an administrative fund fee) against certain funds in order to limit the effect of fund revenue differentials on other product pricing features. The administrative fund fee may be positive or negative (a negative fee is applied as a credit against the product's daily asset charge (if any). Fund Fees and Expenses As shown in the Fund Fees and Expenses Table, each fund deducts management fees from the amounts allocated to the fund. In addition, each fund deducts other expenses which may include service fees that may be used to compensate service providers, including the Company and its affiliates, for administrative and contract owner or participant services provided on behalf of the fund. Furthermore, certain funds deduct a distribution or 12b-1 fee, which is used to finance any activity that is primarily intended to result in the sale of fund shares. For a more complete description of the funds' fees and expenses, review each fund's prospectus. The Company or its U.S. affiliates [generally] receive substantial revenue from each of the funds or the funds’ affiliates, although the amount and types of revenue vary with respect to each of the funds offered through the contract. This revenue is one of several factors we consider when determining contract fees and charges and whether to offer a fund through our contracts. Fund revenue is important to the Company’s profitability, and it is generally more profitable for us to offer affiliated funds than to offer unaffiliated funds. In terms of dollar amounts received, the greatest amount of revenue generally comes from assets allocated to funds managed by Directed Services LLC or other Company affiliates, which funds may or may not also be subadvised by a Company affiliate. Assets allocated to funds managed by a Company affiliate but subadvised by unaffiliated third parties typically generate the next greatest amount of revenue. Finally, assets allocated to unaffiliated funds typically generate the least amount of revenue. The Company expects to make a profit from this revenue to the extent it exceeds the Company’s expenses, including the payment of sales compensation to our distributors. Types of Revenue Received from Affiliated Funds Affiliated funds are (a) funds managed by Directed Services LLC or other Company affiliates, which may or may not also be subadvised by another Company affiliate; and (b) funds managed by a Company affiliate but which are subadvised by unaffiliated third parties. Revenues received by the Company from affiliated funds may include: •

A share of the management fee deducted from fund assets and included within the “Management Fees” column of the Fund Fees and Expenses Table;

•

Service fees that are deducted from fund assets and included within the “Other Expenses” column of the Fund Fees and Expenses Table;

•

For certain share classes, the Company or its affiliates may also receive compensation paid out of 12b-1 fees that are deducted from fund assets and disclosed in the “12b-1 Fees” column of the Fund Fees and Expenses Table; and

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•

Other revenues that may be based either on an annual percentage of average net assets held in the fund by the Company or a percentage of the fund’s management fees shown in the Fund Fees and Expenses Table.

These revenues may be received as cash payments or according to a variety of financial accounting techniques that are used to allocate revenue and profits across the organization. In the case of affiliated funds subadvised by unaffiliated third parties, any sharing of the management fee between the Company and the affiliated investment adviser is based on the amount of such fee remaining after the subadvisory fee has been paid to the unaffiliated subadviser. Because subadvisory fees vary by subadviser, varying amounts of revenue are retained by the affiliated investment adviser and ultimately shared with the Company. Types of Revenue Received from Unaffiliated Funds Revenues received from each of the unaffiliated funds or their affiliates are based on an annual percentage of the average net assets held in that fund by the Company. Some unaffiliated funds or their affiliates pay us more than others and some of the amounts we receive may be significant. Revenues received by the Company from unaffiliated funds include: •

For certain funds, compensation paid from 12b-1 fees or service fees that are deducted from fund assets. Any such fees deducted from fund assets are disclosed in the Fund Fees and Expenses Table; and

•

Additional payments for administrative, recordkeeping or other services which we provide to the funds or their affiliates, such as processing purchase and redemption requests, and mailing fund prospectuses, periodic reports and proxy materials. These additional payments are not disclosed in the Fund Fees and Expenses Table and do not increase directly or indirectly the fees and expenses shown in the Fund Fees and Expenses Table. These additional payments may be used by us to finance distribution of the contract.

These revenues are received as cash payments. The following table shows the top twenty-five unaffiliated fund families ranked according to the total amount they paid to the Company or its affiliates in 2008, in connection with unregistered variable separate account contracts issued by the Company: American FundsSM Fidelity Investments® 1 Pioneer Investment Management Lord Abbett Funds Franklin® Templeton® Investments 2 Baron Funds® OppenheimerFunds, Inc. Columbia Funds T. Rowe Price Funds 3 Allianz Funds Invesco AimSM 4 American Century Investments AllianceBernstein L.P.

Pax World Funds Ariel Investments CRM Funds 5 BlackRock, Inc. Lazard Asset Management LLC Davis Funds RiverSource Investments, LLC MFS Investment Management® 6 Eaton Vance Distributors, Inc. Morgan Stanley Investment Management, Inc. 7 Munder Capital Management® Evergreen InvestmentsSM 8

________________________________ 1 2 3

Fidelity and Fidelity Investments are registered trademarks of FMR Corp. Franklin and Templeton are registered trademarks of Franklin Resources, Inc. or its subsidiaries. T. Rowe Price, Invest With Confidence, the Big Horn Sheep and the logo they compose are trademarks or registered trademarks of T. Rowe Price Group, Inc. in the U.S. and other countries.

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5 6 7 8

Invesco AimSM is a service mark of Invesco Aim Management Group, Inc. Invesco Aim Advisors, Inc. is one of the investment advisors for the products and services represented by Invesco Aim; it provides investment advisory services to individual and institutional clients and does not sell securities. "CRM Funds" are distributed by "Professional Funds Distributors, Inc." MFS Investment Management® is a registered trademark of Massachusetts Financial Services Company. Morgan Stanley Investment Management Inc. does business in certain instances using the name Van Kampen. Evergreen InvestmentsSM is a service mark of Evergreen Investments Management Company, LLC. Copyright, 2008, Evergreen Investment Management Company, LLC.

If the revenues received from affiliated funds were included in the table above, payments from Directed Services LLC and other Company affiliates would be first on the list. Please note certain management personnel and other employees of the Company or its affiliates may receive a portion of their total employment compensation based on the amount of net assets allocated to affiliated funds. In addition to the types of revenue received from affiliated and unaffiliated funds described above, affiliated and unaffiliated funds and their investment advisers, subadvisers or affiliates may participate at their own expense in Company sales conferences or educational and training meetings. In relation to such participation, a fund's investment adviser, subadviser or affiliate may help offset the cost of the meetings or sponsor events associated with the meetings. In exchange for these expense offset or sponsorship arrangements, the investment adviser, subadviser or affiliate may receive certain benefits and access opportunities to Company sales representatives and wholesalers rather than monetary benefits. These benefits and opportunities include, but are not limited to co-branded marketing materials; targeted marketing sales opportunities; training opportunities at meetings; training modules for sales personnel; and opportunity to host due diligence meetings for representatives and wholesalers. Certain funds may be structured as “fund of funds” (including the ING Index Solution portfolios, ING Retirement portfolios and ING Solution portfolios) or “Master Feeder” funds (including the Eaton Vance Large-Cap Value Fund and ING Fidelity VIP Portfolios) which may be available under the contract for your plan. These funds may have higher fees and expenses than a fund that invests directly in debt and equity securities, because they also incur the fees and expenses of the underlying funds in which they invest. Some of these funds are affiliated funds, and the underlying funds in which they invest may be affiliated as well. The fund prospectuses and the mutual fund fact sheets disclose the aggregate annual operating expenses of each portfolio and its corresponding underlying fund or funds. II. SALES COMPENSATION DISCLOSURE Contract Distribution The Company's subsidiary, ING Financial Advisers, LLC, serves as the distributor for the contracts. ING Financial Advisers, LLC, a Delaware limited liability company, is registered as a broker-dealer with the SEC. ING Financial Advisers, LLC is also a member of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investor Protection Corporation (“SIPC”). ING Financial Advisers, LLC's principal office is located at One Orange Way, Windsor, Connecticut 06095-4774. The contracts are offered to the public by sales professionals who are registered representatives of ING Financial Advisers, LLC, registered representatives of other broker-dealers which have entered into a selling arrangement with ING Financial Advisers, LLC, or not registered with any broker-dealer. We refer to ING Financial Advisers, LLC and the other broker-dealers selling the contracts as “distributors.” All sales professionals selling the contracts must be appropriately licensed as insurance agents for the Company.

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The following is a list of broker-dealers that are affiliated with the Company: Bancnorth Investment Group, Inc. Directed Services LLC Financial Network Investment Corporation Guaranty Brokerage Services, Inc. ING America Equities, Inc. ING DIRECT Funds Limited ING Financial Advisers, LLC ING Financial Markets LLC

ING Financial Partners, Inc. ING Funds Distributor, LLC ING Investment Advisors, LLC ING Investment Management Services LLC Multi-Financial Securities Corporation PrimeVest Financial Services, Inc. ShareBuilder Securities Corporation Systematized Benefits Administrators, Inc.

Registered representatives of distributors who solicit sales of the contracts typically receive a portion of the compensation paid to the distributor in the form of commissions or other compensation, depending upon the agreement between the distributor and the registered representative. This compensation, as well as other incentives or payments, is not paid directly by plan sponsors or participants. We intend to recoup this compensation and other sales expenses paid to distributors through fees and charges imposed under the contracts. Compensation Arrangements Commission Payments. Sales professionals provide numerous services, including services to plan sponsors and participants. These include installing and servicing contracts, providing product explanations, and periodically reviewing participants' retirement needs as well as the investment options available under the contract. Compensation to sales professionals is provided through sales commissions. Commissions paid on transferred assets and recurring contributions made during the first year of the contract or, if applicable, participant account range from 0% to 2.0%. After the first year of the contract or, if applicable, participant account, renewal commissions ranging from 0% to 2.0% may be paid on recurring contributions and extraordinary contributions. In addition, the Company may pay an asset based commission ranging up to 1.0% per year. Sales professionals who are registered with a distributor may receive all or a portion of compensation paid to their distributor, depending upon the firm's practices. The amount of commissions and annual payments paid to your sales professional is disclosed in the written materials we provide at the point of sale. Your sales professional may select the level of compensation he or she receives in connection with the sale of the contract. The factors the sales professional may consider in selecting the level of compensation include the complexity of the case, the level of sales and ongoing service support to be provided by the sales professional and the costs incurred by the sales professional in providing that support. The level of commission paid on a particular contract affects the level of charges under the contract, including the daily asset charge and the applicability of an early withdrawal charge schedule. The level of commission paid on a particular contract may also affect the rate credited to the Fixed Account and/or the Guaranteed Accumulation Account, if applicable. Because the sales professional may select the level of compensation he or she receives in connection with the sale of the contract, he or she may have a financial incentive to recommend this contract over other contracts. The plan sponsor should discuss with the sales professional the level of compensation he or she will choose in connection with the sale of this contract and how that compensation may compare with compensation available under other products or contracts the sales professional feels may be suitable for you. Plan sponsors interested in obtaining more information about the compensation options available to their sales professional and how they impact the charges and terms of your contract, including the daily asset charge, the rate credited to the Fixed Account, and the selection of share classes to be included in your contract, should consult with their sales professional. Other Compensation Arrangements. We may also enter into special compensation arrangements with certain distributors based on those firms' aggregate or anticipated sales of the contracts, or other criteria. These special compensation arrangements will not be offered to all distributors, and the terms of such

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arrangements may differ among distributors based on various factors. These special compensation arrangements may also be limited only to ING Financial Advisers, LLC and other distributors affiliated with the Company. Any such compensation payable to a distributor will not result in any additional direct charge to you by us. To the extent permitted by SEC and FINRA rules and other applicable laws and regulations, we may also pay or allow other promotional incentives or payments in the form of cash payments or other compensation to sales professionals and distributors, which may require the sales professional or distributor to attain a certain threshold of sales of Company products. These other promotional incentives or payments may not be offered to all distributors, and may be limited only to ING Financial Advisers, LLC and other distributors affiliated with the Company. Some sales personnel may receive various types of non-cash compensation as special sales incentives, including trips and we may also pay for some sales personnel to attend educational and/or business seminars. Any such compensation will be paid in accordance with SEC and FINRA rules. Management personnel of the Company, and of its affiliated broker-dealers, may receive additional compensation if the overall amount of investments in funds advised by the Company or its affiliates meets certain target levels or increases over time. Compensation for certain management personnel, including sales management personnel, may be enhanced if management personnel meet or exceed goals for sales of the contracts, or if the overall amount of investments in the contracts and other products issued or advised by the Company or its affiliates increases over time. Certain sales management personnel may also receive compensation that is a specific percentage of the commissions paid to distributors or of purchase payments received under the contracts, or which may be a flat dollar amount that varies based upon other factors, including management’s ability to meet or exceed service requirements, sell new contracts or retain existing contracts, or sell additional service features such as a common remitting program. In addition to direct cash compensation for sales of contracts described above, sales professionals and distributors may also be paid additional compensation or reimbursement of expenses for their efforts in selling contracts to plan sponsors and other customers. These amounts may include: •

Marketing/distribution allowances that may be based on the percentages of purchase payments received, the aggregate commissions paid and/or the aggregate assets held in relation to certain types of designated insurance products issued by the Company and/or its affiliates during the year;

•

Education and training allowances to facilitate our attendance at certain educational and training meetings to provide information and training about our products, including holding training programs from time to time at our own expense;

•

Sponsorship payments or reimbursements for distributors to use in sales contests and/or meetings for their sales professionals who sell our products. We do not hold contests based solely on sales of this product;

•

Certain overrides and other benefits that may include cash compensation based on the amount of earned commissions, representative recruiting or other activities that promote the sale of contracts;

•

Loans or advances of commissions in anticipation of future receipt of purchase payments (a form of lending to registered representatives). These loans may have advantageous terms, such as reduction or elimination of the interest charged on the loan and/or forgiveness of the principal amount of the loan, which may be conditioned on contract sales.

•

Additional cash or noncash compensation and reimbursements permissible under existing law. This may include, but is not limited to, cash incentives, merchandise, trips, occasional entertainment, meals and tickets to sporting events, client appreciation events, business and educational enhancement items, payment for travel expenses (including meals and lodging) to pre-approved training and education seminars, and payment for advertising and sales campaigns.

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We pay dealer concessions, wholesaling fees, overrides, bonuses, other allowances and benefits and the costs of all other incentives or training programs from our resources, which include the fees and charges imposed under the contract. The following is a list of the top twenty-five selling firms that, during 2008, received the most compensation, in the aggregate, from us in connection with the sale of packaged programs and registered and unregistered variable separate account contracts issued by the Company, ranked by total dollars received. Walnut Street Securities, Inc.速 Morgan Stanley & Co., Incorporated Mutual Service Corporation Huckin Financial Group, Inc. Tower Square Securities, Inc. Financial Telesis Inc./JHW Financial & Insurance Services Multi-Financial Securities Corporation American Portfolios Financial Services, Inc. National Planning Corporation Royal Alliance Associates, Inc. Securities America, Inc. M Holdings Securities, Inc.

Fidelity Insurance Agency, Inc. ING Financial Partners, Inc. LPL Financial Corporation NFP Securities, Inc. Park Avenue Securities, LLC Financial Network Investment Corporation SagePoint Financial, Inc. Lincoln Financial Securities Corporation NRP Financial, Inc. Lincoln Financial Advisors Corporation Symetra Investment Services, Inc. Morgan Keegan and Company, Inc. Northwestern Mutual Investment Services, LLC

If the amounts paid to ING Financial Advisers, LLC, were included, ING Financial Advisers, LLC would be first on the list. This is a general discussion of the types and levels of compensation paid by us for the sale of our unregistered variable separate account contracts. It is important for you to know that the payment of volume or sales-based compensation to a distributor or sales professional, along with the ability of the sales professional to select from various compensation options, may provide that sales professional a financial incentive to promote our contracts over those of another company, and may also provide a financial incentive to promote one of our contracts over another. The names of the distributor and/or the sales professional responsible for the contract are stated in separate disclosure materials. Third Party Administrator Compensation Arrangements. Some retirement plans utilize the services of a third party administrator (TPA). If the plan sponsor has retained the services of a TPA, your TPA may participate in our Alliance and/or Partnership TPA Service Reimbursement Programs. Payments under these programs are intended to reward TPAs who work effectively with the Company's systems and processes to facilitate the efficient delivery of Company products and services. The local delivery by independent TPAs of plan and compliance services helps fulfill the service needs of many of our customers. At the same time, the Company's local TPA relationships also help us improve the efficiency and effectiveness of our product offerings and marketing strategy. TPAs assist us in educating brokers about our products and capabilities. In addition, the Company hosts TPA conferences each year to provide forums for the exchange of ideas on best practices relating to the servicing and administration of retirement plans. The conferences also serve as platforms for discussing the Company's product initiatives and how well those initiatives are meeting market needs. Attendees may be reimbursed for all or a portion of their attendance costs and may receive meals and entertainment at such conferences. Eligibility for payments and the amount of payment is subject to the Company's guidelines. Qualification criteria include demonstrated ability to effectively interface with Company systems and processes, retention and growth in assets and the number of plans serviced by the Company and the TPA, and participation in Company education/training and consulting programs. Payments under the Alliance Program range from 0.02% to 0.96% of first year contributions (including transferred assets). Payments under the Partnership Program are up to 0.05% annually on the average of assets maintained in the plan.

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The Company does not adjust your particular contract fees based on whether your TPA participates in either or both programs. Our contract fees generally reflect the overall costs we incur in providing the product and services to you, including the costs of payments to third parties. Other Third Party Compensation Arrangements • •

•

The Company may seek to promote itself and the contracts by sponsoring or contributing to events sponsored by various associations, professional organizations and labor organizations. The Company may make payments to associations and organizations, including labor organizations, which endorse or otherwise recommend the contracts to their membership. If an endorsement is a factor in your contract purchasing decision, more information on the payment arrangement, if any, is available upon your request. At the direction of the contract plan sponsor, we may make payments to the contract plan sponsor, its representatives or third party service providers intended to defray or cover the costs of plan or program-related administration.

III. PRODUCT SUITE DISCLOSURE We and our affiliates offer various other products with different features and terms than these contracts that may offer some or all of the same funds. These products differ according to benefits, fees and charges. Plan sponsors who are interested in learning more about these other products may contact their sales professional. IV. OTHER IMPORTANT INFORMATION REGARDING OUR EXCESSIVE TRADING POLICY The contract is not designed to serve as a vehicle for frequent transfers. Frequent transfer activity can disrupt management of a fund and raise its expenses through: • • • •

Increased trading and transaction cost; Forced and unplanned portfolio turnover; Lost opportunity costs; and Large asset swings that decrease the fund’s ability to provide maximum investment return to all contract owners and participants.

This in turn can have an adverse effect on fund performance. Accordingly, individuals or organizations that use market-timing investment strategies or make frequent transfers should not purchase or participate in the contract. Excessive Trading Policy. The Company and its affiliates that provide multi-fund variable insurance and retirement products have adopted a common Excessive Trading Policy to respond to the demands of the various fund families that make their funds available through our products to restrict excessive fund trading activity and to ensure compliance with Rule 22c-2 of the Investment Company Act of 1940 (1940 Act). We actively monitor fund transfer and reallocation activity within our variable insurance products and retirement products to identify violations of our Excessive Trading Policy. Our Excessive Trading Policy is violated if fund transfer and reallocation activity: • •

Meets or exceeds our current definition of Excessive Trading, as defined below; or Is determined, in our sole discretion, to be disruptive or not in the best interests of other owners of our variable insurance and retirement products, or participants in such products.

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We currently define “Excessive Trading” as: •

•

More than one purchase and sale of the same fund (including money market funds) within a 60 calendar day period (hereinafter, a purchase and sale of the same fund is referred to as a “roundtrip”). This means two or more round-trips involving the same fund within a 60 calendar day period would meet our definition of Excessive Trading; or Six round-trips involving the same fund within a rolling twelve month period.

The following transactions are excluded when determining whether trading activity is excessive: • • • • •

Purchases or sales of shares related to non-fund transfers (for example, new purchase payments, withdrawals and loans); Transfers associated with scheduled dollar cost averaging, scheduled rebalancing, or scheduled asset allocation programs; Purchases and sales of fund shares in the amount of $5,000 or less; Purchases and sales of funds that affirmatively permit short-term trading in their fund shares, and movement between such funds and a money market fund; and Transactions initiated by us, another member of the ING family of companies, or a fund.

If we determine that an individual or entity has made a purchase of a fund within 60 days of a prior roundtrip involving the same fund, we will send them a letter (once per year) warning that another sale of that same fund within 60 days of the beginning of the prior round-trip will be deemed to be Excessive Trading and result in a six month suspension of their ability to initiate fund transfers or reallocations through the Internet, facsimile, Voice Response Unit (VRU), telephone calls to the ING service center or other electronic trading medium that we may make available from time to time (“Electronic Trading Privileges”). Likewise, if we determine that an individual or entity has made five round-trips involving the same fund within a rolling twelve month period, we will send them a letter warning that another purchase and sale of that same fund within twelve months of the initial purchase in the first round-trip will be deemed to be Excessive Trading and result in a suspension of their Electronic Trading Privileges. According to the needs of the various business units, a copy of any warning letters may also be sent, as applicable, to the person(s) or entity authorized to initiate fund transfers or reallocations, the agent/registered representative, or the investment adviser for that individual or entity. A copy of the warning letters and details of the individual’s or entity’s trading activity may also be sent to the fund whose shares were involved in the trading activity. If we determine that an individual or entity has violated our Excessive Trading Policy, we will send them a letter stating that their Electronic Trading Privileges have been suspended for a period of six months. Consequently, all fund transfers or reallocations, not just those that involve the fund whose shares were involved in the activity that violated our Excessive Trading Policy, will then have to be initiated by providing written instructions to us via regular U.S. mail. Suspension of Electronic Trading Privileges may also extend to products other than the product through which the Excessive Trading activity occurred. During the six month suspension period, electronic “inquiry only” privileges will be permitted where and when possible. A copy of the letter restricting future transfer and reallocation activity to regular U.S. mail and details of the individual’s or entity’s trading activity may also be sent, as applicable, to the person(s) or entity authorized to initiate fund transfers or reallocations, the agent/registered representative or investment adviser for that individual or entity, and the fund whose shares were involved in the activity that violated our Excessive Trading Policy. Following the six month suspension period during which no additional violations of our Excessive Trading Policy are identified, Electronic Trading Privileges may again be restored. We will continue to monitor the fund transfer and reallocation activity, and any future violations of our Excessive Trading Policy will result in an indefinite suspension of Electronic Trading Privileges. A violation of our Excessive Trading Policy during the six month suspension period will also result in an indefinite suspension of Electronic Trading Privileges.

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We reserve the right to suspend Electronic Trading Privileges with respect to any individual or entity, with or without prior notice, if we determine, in our sole discretion, that the individual’s or entity’s trading activity is disruptive or not in the best interests of other owners of our variable insurance and retirement products, or participants in such products, regardless of whether the individual’s or entity’s trading activity falls within the definition of Excessive Trading set forth above. Our failure to send or an individual’s or entity’s failure to receive any warning letter or other notice contemplated under our Excessive Trading Policy will not prevent us from suspending that individual’s or entity’s Electronic Trading Privileges or taking any other action provided for in our Excessive Trading Policy. The Company does not allow exceptions to our Excessive Trading Policy. We reserve the right to modify our Excessive Trading Policy, or the policy as it relates to a particular fund, at any time without prior notice, depending on, among other factors, the needs of the underlying fund(s), the best interests of contract owners, participants, and fund investors, and/or state or federal regulatory requirements. If we modify our policy, it will be applied uniformly to all contract owners and participants or, as applicable, to all contract owners and participants investing in the underlying fund. Our Excessive Trading Policy may not be completely successful in preventing market-timing or excessive trading activity. If it is not completely successful, fund performance and management may be adversely affected, as noted above. Limits Imposed by the Underlying Funds. Each underlying fund available through the variable insurance and retirement products offered by us and/or the other members of the ING family of companies, either by prospectus or stated policy, has adopted or may adopt its own excessive/frequent trading policy, and orders for the purchase of fund shares are subject to acceptance or rejection by the underlying fund. We reserve the right, without prior notice, to implement fund purchase restrictions and/or limitations on an individual or entity that the fund has identified as violating its excessive/frequent trading policy and to reject any allocation or transfer request to a subaccount if the corresponding fund will not accept the allocation or transfer for any reason. All such restrictions and/or limitations (which may include, but are not limited to, suspension of Electronic Trading Privileges and/or blocking of future purchases of a fund or all funds within a fund family) will be done in accordance with the directions we receive from the fund. Agreements to Share Information with Fund Companies. As required by Rule 22c-2 under the 1940 Act, we have entered into information sharing agreements with each of the fund companies whose funds are offered through the contract. Contract owner and participant trading information is shared under these agreements as necessary for the fund companies to monitor fund trading and our implementation of our Excessive Trading Policy. Under these agreements, the Company is required to share information regarding contract owner and participant transactions, including but not limited to information regarding fund transfers initiated by you. In addition to information about contract owner and participant transactions, this information may include personal contract owner and participant information, including names and social security numbers or other tax identification numbers. As a result of this information sharing, a fund company may direct us to restrict a contract owner or participant’s transactions if the fund determines that the contract owner or participant has violated the fund’s excessive/frequent trading policy. This could include the fund directing us to reject any allocations of purchase payments or account value to the fund or all funds within the fund family.

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Redemption Fees. Also as part of complying with Rule 22c-2 under the 1940 Act, certain fund companies may deduct redemption fees as the result of withdrawals, transfers or other fund transactions that a participant or the plan sponsor initiates. If applicable, the Company may deduct the amount of any redemption fees imposed by the fund(s). These fees are separate and distinct from any transaction charges or other charges deducted from a participant’s account value. For a more complete description of the funds’ fees and expenses, review the fund prospectuses.

You should consider the investment objectives, risks, charges and expenses of the variable product and its underlying fund options carefully before investing. The fund prospectuses and information booklets contain this and other information, which can be obtained by contacting your local representative. Please read the information carefully before investing. IRS Circular 230 Disclosure: These materials are not intended to be used to avoid tax penalties, and were prepared to support the promotion or marketing of the matter addressed in this document. The taxpayer should seek advice from an independent tax adviser. To request information about this contract or if you have questions: Plan Sponsors: Please call Plan Sponsor Services toll free at 1-888-410-9482. Participants: Please contact us at the toll free phone number found in your enrollment material. Complaints? Please contact us at: ING Life Insurance and Annuity Company, Contact Center – B2S P.O. Box 99065 Hartford, CT 06199-0065. By telephone, participants should contact us at the toll free phone number found in your enrollment material; plan sponsors may use the toll free Plan Sponsor Services number shown above.

Supplement to MAP Select Participant and Plan Sponsor Information Booklets 11

MAPSelectRevSupp-09 (10/09)

ING MAP SelectSM The ING Multiple Asset Portfolio Select (MAP Select) Group Funding Agreement for Allocated Plan Accounts Plan Sponsor Information S.S.MT.1-2 (12/07)

PLAN SPONSOR INFORMATION ING MAP SelectSM The ING Multiple Asset Portfolio Select (MAP Select) Group Funding Agreement for Allocated Plan Accounts

Why Reading this Information Booklet is Important. This ING Multiple Asset Portfolio Select (MAP Select) information booklet and the accompanying Additional Disclosure Supplement (the Supplement) together provide facts about the contract and its investment options and other important information. As the plan sponsor, you should read these materials to help determine if the contract is appropriate for your plan. Please keep these documents for future reference. OVERVIEW The MAP Select group funding agreement* (hereafter generally referred to as a contract) offered by ING Life Insurance and Annuity Company (the Company, we, us, our) is the latest in our Multiple Asset Portfolio products that have been offered to fund retirement plans during the last three decades. The plan accounts in MAP Select offer employer-sponsored plans a comprehensive investment and benefit payment program, with flexible billing arrangements. Allocated MAP Select is suitable for almost all qualified defined contribution retirement plan types. This includes 401(k), profit sharing, money purchase pension and target benefit plans. This booklet contains a summary of the key provisions of the allocated group contract. Minimum first year contribution and transferred asset amounts are required for eligibility. In addition, all scheduled contribution and employee enrollment information must use one of our standard automation methods during and after the contract installation. The actual eligibility requirements for the MAP Select allocated product, including all contract charges that would apply to your plan, are described in a customized proposal and in separate disclosure material. Other product features and options are separately described.

Read on to find why the MAP Select allocated product is the right contract for your plan. *Sold as a group annuity contract in the state of Washington.

ABOUT THE COMPANY The Company issues the contract described in this booklet and provides administrative services. We are a stock life insurance company organized under the insurance laws of the State of Connecticut in 1976 and an indirect wholly-owned subsidiary of ING Groep N.V., a global financial institution active in the fields of insurance, banking and asset management. Securities are distributed through and financial planning is offered by ING Financial Advisers, LLC-member of the Securities Investor Protection Corporation (SIPC), and other broker-dealers with which the Company has selling agreements. THE MAP SELECT ALLOCATED FUNDING AGREEMENT The contract described in this booklet is designed to fund qualified 401 corporate plans (including those of employers that have elected Subchapter S tax status) or plans sponsored by employers of governmental and tax-exempt organizations and self-employed plans that meet certain requirements. Contracts generally are issued to the trustees of a single plan, directly to a plan sponsor using a passive trustee for non-discretionary directed trustee services, or may be issued to a collective trust to fund multiple employers' retirement plans. MAP Select features a variable pricing structure designed to reflect the actual services and distribution costs associated with a retirement plan. The Company issues a group funding agreement to cover all current and future participants under the sponsor's 1

S.S.MT.1-2 (12/07)

retirement plan. This flexible payment contract can accept ongoing contributions and assets accumulated under this or a prior retirement plan. We also make available an information booklet for employees at their enrollment. That booklet describes the basic features of the allocated MAP Select contract. THE MAP SELECT PLAN ACCOUNTS Under the contract, we maintain allocated plan accounts for the following: individual participants enrolled under the contract (participant accounts), participants who separate from service with their employer (separated employee accounts), and the contract holder (trustee accounts). Multiple source records may be established for each plan account type (participant, separated employee or trustee), to track different types of employer and employee contributions (elective deferral, voluntary, employer match, etc.). Additionally, one source record will be established to accommodate pre-tax participant rollovers from other sponsored plans and from IRAs. Additional source records to accommodate post-tax rollover amounts are also available. THE MAP SELECT INVESTMENT OPTIONS Variable Investment Options The MAP Select product offers a wide range of variable fund investment options in the contract, across all asset classes. MAP Select also offers a selfdirected brokerage account (SDBA) option available as an accompaniment to the contract. Additional details on SDBA, including eligibility and costs, are provided separately. Options in the contract are variable and involve investment risks. Contract values accumulating under any variable investment option will

fluctuate as the investment performance of the fund fluctuates. When contributions are allocated to a variable fund, shares of that fund are purchased by the Company and held in a pooled separate account. The separate account actually holds the fund shares. Your contract holds units of participation in the separate account. Some of these separate account holdings may include different share classes within the same fund family. Different funds and fund share classes pay varying levels of fees to the Company. Pricing for your plan takes these different fee levels into consideration and the different fee levels can provide flexibility in your overall cost. As a result, it is possible that different share classes within a fund family, or across different fund families, may be utilized in offering the variable investment options to your plan. The variable investment options for your plan are described in the separate disclosure material and in fund prospectuses. A prospectus on each fund that you select for the plan will be provided and prospectuses for all funds offered under the contract are available at any time upon request. Unless otherwise arranged, we do not provide fund prospectuses directly to participants. Plan participants receive fund fact sheets. At our discretion, we may add, restrict, or withdraw the availability of investment options in the future. Certain restrictions may apply to the type and number of investment options selected for the plan, as described in the separate material. The valuation of the variable investment options is dependent upon the securities markets. The applicable valuation date for fund transactions is subject to federal securities laws and regulations. Also, certain funds may deduct redemption fees to discourage market timing and other short-term

trading strategy. (See “Redemption Fees” in the Supplement.) You should consider the investment objectives, risks, and charges and expenses of the variable product and its underlying fund options offered through a retirement plan carefully before investing. The information booklet and fund prospectuses contain this and other information and can be obtained by contacting your local representative. Please read the information carefully before investing. Credited Interest Options MAP Select offers two different credited interest options. Only one option may be selected at one time under the contract. The Company's claims-paying ability should be taken into consideration in evaluating interest rate guarantees. The guarantee does not apply to the investment return or principal value of the variable investment options. ING Fixed Account The ING Fixed Account (Fixed Account) is generally a required investment option under the contract. The Fixed Account provides stability of principal and credits interest on amounts allocated to this option. There are two kinds of guaranteed interest rates: •

Minimum guaranteed interest rate: We guarantee that interest will be credited at an annual effective yield that is no less than 1% and no greater than 3%. The minimum guaranteed interest rate is established for each calendar year and applies to all contracts issued during that year. It is guaranteed for the life of the contract.

•

Floor interest rate: Each calendar year (1/1 to 12/31), the Company 2

will set a guaranteed floor interest rate. This rate will never be less than the minimum guaranteed interest rate. The floor interest rate will be declared in writing, to the contract holder, prior to its effective date. During the year, we may credit interest at a rate greater than this one-year rate. The minimum guaranteed interest rate, the floor interest rate and the current credited interest rate (that we may change at any time) are each expressed as an annual effective yield. Interest is credited to accounts on a daily basis. Once credited, the interest becomes a part of principal. This means that plan accounts earn compound interest. Taking the effect of compounding into account, the interest credited daily yields the current credited interest rate. Any changes in rates will apply to all amounts in the Fixed Account. The current credited interest rate is based on plan-specific characteristics, plan-specific elections, compensation paid to sales professionals and other factors. If those plan-specific elections and characteristics change, we may make corresponding adjustments to the current and floor interest rates, subject to the guarantees described above. Fixed Account interest could be reduced if the plan allows participants investment options not provided under the contract (split-funded plans), or inservice withdrawals prior to age 59½. There are restrictions on transfers from the Fixed Account and a positive or negative Market Value Adjustment (MVA) may apply on contract surrenders. See "Transfers from the Fixed Account" and "Payment of Surrender Value from the Fixed Account" and the exhibit included in the Appendix for complete details.

ING Guaranteed Accumulation Account The ING Guaranteed Accumulation Account (GAA) option (not available for all plans and not available in Minnesota) offers interest rates that will be credited for guaranteed terms of ten years or less. During a deposit period, usually a calendar month, contributions may be allocated into guaranteed terms in the short-term classification (terms of three years or less), or into guaranteed terms in the long-term classification (terms of ten years or less, but greater than three). We will determine, in advance, the rates of interest that will be earned and the duration of each guaranteed term offered during a deposit period. A positive or negative MVA may be applied to amounts surrendered or transferred prior to the end of a guaranteed term. The accompanying disclosure booklet describes GAA in detail. If GAA is selected, the Fixed Account is not available. 404(c) PROTECTION The Employee Retirement Income Security Act (ERISA) imposes a "prudent man" standard of investment selection and monitoring on employers and other pension plan fiduciaries. Plan fiduciaries can be held liable for investment losses if they don't invest plan assets prudently. However, Section 404(c) of ERISA provides limited relief from liability in participant-directed individual account plans where the plans' investment options meet special conditions. The variable investment options offered under MAP Select allow plan fiduciaries to take advantage of the 404(c) protection. Depending on the combination of funds selected, the investment options can qualify as "core funds" under the 404(c) rules since they are broadly diversified, have different risk/return characteristics, are

supported by pre- and post-enrollment disclosure material, are valued and accessible daily, and are look-through investment vehicles (mandatory for employees with small account balances). The Fixed Account and GAA are designed to be additional investments (not 404(c) core funds) which, in combination with the variable fund options, provide contract holders with both a well-rounded portfolio and 404(c) protection without the need for outside investment managers. Because 404(c) protection depends on the plan sponsor's selection of core funds and providing participants with appropriate disclosures, we cannot ensure compliance with 404(c). Rather, our responsibility is to carry out the investment instructions received from the contract holder and/or participants in accordance with applicable federal and state requirements. Although the contract can provide employers and trustees with 404(c) protection, it is important to understand that the Company is not a designated fiduciary or investment manager for any retirement plan, since we have no discretionary authority over the plan or its investments. The employer/sponsor has overall fiduciary responsibility for its plan. You should discuss the requirements for 404(c) protection carefully with your legal adviser. Among other things, plan fiduciaries are responsible for additional disclosures beyond those provided by us in connection with the contract. For example, you must tell participants in writing that you will be relying on 404(c) protection, and deliver fund prospectuses to participants. ROLES OF THE COMPANY AND THE PLAN SPONSOR With MAP Select our objective is to provide you and your employees with a funding vehicle that makes retirement plans easier. One of the ways we do this is by focusing on financial 3

transactions on your behalf and providing you and your employees thorough yet easy-to-read statements and summaries of the terms and conditions that apply to all of the contract investment options. Plan administration responsibilities are critical for the proper maintenance of your plan. Although some employers may decide to administer their own plans without outside assistance, we recommend that you consider hiring a Third Party Administrator (TPA) or consider the ING Plan Services Agreement. Either approach can assist you with the technicalities of plan operation, to prepare your plan documents and employee plan disclosure and to keep vesting and other support records for your plan. A comprehensive description of the ING Plan Services Agreement, including full descriptions of services and charges, can be provided to you by your sales representative. Plans must meet minimum asset requirements to use the ING Plan Services Agreement. The agreement with your TPA will outline the services to be provided by your TPA and the TPA fees for such services. It is important to understand that while we will provide many services for you and your participants, the Company is not your plan administrator and does not assume a discretionary or fiduciary role on behalf of your plan. As the plan sponsor, you will always be responsible for things like: • • •

•

maintaining overall plan design and operation; choosing plan investment options; appointing a TPA or using the ING Plan Services Agreement to ensure plan compliance with federal qualification requirements; providing the Company or your TPA with employee data, contribution information and beneficiary designations;

• • • •

•

• •

• • •

reviewing your plan, summary plan description and other plan documents with legal counsel; maintaining records provided by us and your TPA; administering your plan in accordance with the requirements of ERISA and tax rules; communicating your plan to employees (e.g., distributing disclosure material and answering employee questions); making plan contributions on a timely and good order basis using one of our standard automation methods; reviewing and reconciling payroll contribution information with contract investment reports; providing the Company and your TPA with new enrollee and contribution change information to facilitate re-enrollments; authorizing plan disbursements and forfeiture allocations; ensuring accuracy of information provided; and assuring participant enrollment information or fund mapping instructions are provided to us before contributions are allocated to accounts.

Unless electing an ING Plan Services Agreement, we'll provide you with certain data required by regulations to aid you in preparing your annual report (IRS form 5500) but we do not complete the form for you. In addition, the only records we maintain on your plan's behalf are those shown in your quarterly statements. We do not maintain information on participant vesting, cost basis, loan repayment schedules, and other plan activity that may be needed depending on the transactions made under your plan. It is also important to understand that our sales representatives are not authorized to make binding commitments on behalf of the Company. Our obligations are

governed by the contract, once it's issued by our Home Office and delivered to you. SELECTING CONTRACT INVESTMENT OPTIONS At any time, you (or participants if you so permit) may change the investment options to which new contributions will be applied. There is generally no limit on the number of changes that can be made, unless you limit them under the terms of your plan. CHANGING CONTRACT INVESTMENT SELECTIONS Transfers among the investment options may be made at any time. There is generally no limit on the number of transfers that can be made from the variable investment options, unless you limit them under the terms of your plan or unless transfers are limited because of the Excessive Trading Policy (see below). For plans selecting GAA, there are some transfer restrictions that are disclosed in the GAA booklet. Confirmation of Changes Transaction requests received in good order by the close of business of the New York Stock Exchange (normally at 4:00 p.m. Eastern Time) are processed the same business day. You and your plan participants will receive confirmation statements and are advised that failure to report any discrepancy within 30 days will indicate agreement with the transactions made in the accounts as reported on confirmation statements. Excessive Trading Policy The Company has an Excessive Trading Policy and monitors transfer activity. See the Supplement for details.

Systematic Allocation MAP Select provides a systematic allocation feature so that the plan participants may use "dollar cost averaging" or "account rebalancing." Under dollar cost averaging, participants may transfer amounts from one of the variable fund options available under the contract to another option within a selected source record in substantially equal installments. The amount applied must be no less than $100 per month over a period of at least 12 months (any period longer than 24 months requires prior approval). Account rebalancing allows participants to have variable fund options reallocated to specified percentages on a scheduled basis. Systematic allocations may not be made to or from the Fixed Account or GAA, except if authorized by us. Only one systematic allocation method may be in effect at any time and we reserve the right to limit the variable fund options that can be used for systematic allocations. Systematic allocation does not ensure a profit nor guarantee against loss. Investors should consider their financial ability to continue consistently investing in up as well as down markets. This feature is currently not available if electing an ING Plan Services Agreement. TRANSFERS FROM THE FIXED ACCOUNT Percentage Limitation or Equity Wash Option Election An irrevocable election must be made on the contract application form, on whether transfers from the Fixed Account will use a percentage limitation or an equity wash option. Partial surrenders from the contract to a self-directed brokerage option are also treated as transfers and are included in this irrevocable election. Both of these options are described in more detail below.

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Percentage Limitation Option Limited transfers are permitted from the Fixed Account to any of the other investment options. The percentage permitted for transfer may vary at our discretion, but will never be less than 10% of the balance held in the Fixed Account on January 1 of a calendar year. The Company may allow a higher percentage up to 100%. However, if a participant has elected to transfer the maximum allowable amount from the Fixed Account in each of the four consecutive prior calendar years, and has not made any new contributions to the Fixed Account during that period, the participant is allowed to transfer the entire remaining balance. Also, if any plan account has less than $2,000 in the Fixed Account, the entire balance may be transferred to another available contract investment option.

any time provided that no prior transfers from the Fixed Account have occurred within 90 calendar days. A "competing investment option" is defined as any investment option under the MAP Select contract or other contract or investment program offered by the Company or its affiliates or other financial providers in connection with the plan that: 1.

provides a direct or indirect guarantee of investment performance; or is, or may be, invested primarily in assets other than common or preferred stock; or is, or may be, invested primarily in financial vehicles, (such as mutual funds, trusts and insurance company contracts) which are invested in assets other than common or preferred stock.

Equity Wash Option If this option is elected for plans with no competing investment options, transfers from the Fixed Account can be made at any time from each plan account without limitations or restrictions. For plans that do have competing investment options, transfers are allowed at any time provided:

In addition, the self-directed brokerage account option is considered a competing investment option. Competing investment options may not be immediately available on plans electing the equity wash option. Additional limitations on the movement of amounts from the Fixed Account may apply prior to any contract surrender.

The Fixed Account transfer is not directed into a competing investment option;

CONTRACT CHARGES AND FEES FOR THE PLAN SPONSOR AND PARTICIPANTS

A transfer into a competing investment option from any non-competing investment option has not occurred within 90 calendar days; and

Contract Installation Charge

A partial surrender has not occurred within 90 calendar days.

Transfers into a competing investment option from another investment option are allowed at

A one-time contract installation charge may be imposed on both the plan sponsor and the participants. The amount of the installation charge will appear in your MAP Select contract and the explanation as to how it is determined appears in your proposal. If applicable, the plan sponsor installation charge must be paid separately with the signed application. The installation charge for the 5

participants will be uniformly deducted from the participant accounts after the initial transferred asset contribution(s) is applied. The maximum one-time installation charge for each participant with initial transferred assets is $100. Additional options may be available as explained in the separate disclosure material. Account Maintenance Fees Account fees reimburse the Company for some of its administrative expenses relating to the establishment and maintenance of plan accounts. Account fees may apply to the contract at the plan sponsor level and for participants during each contract year. The account fee is ordinarily deducted on a quarterly frequency, three months following the initial contribution made to the contract. As an alternative, the plan sponsor may, in accordance with our administrative practices, elect to pay the fee directly to us, or at contract installation elect to pay the fee as an increase to the contract's Daily Asset Charge. The maximum quarterly fee for each participant for whom an account is established under the contract is $25. Since all enrollment information and contribution instructions must be submitted using one of our standard automation methods, the contract holder will generally be eligible for an account fee reduction in accordance with our administrative practices. The amount of account fee reduction could change at any time. An experience credit equal to the contract's annual account fee may apply, in accordance with our experience rating practice. The initial quarterly account fee for the plan sponsor and for each participant and the designated source record if it is to be deducted from participant accounts will appear in your MAP Select contract. If account fees are to be deducted from participant accounts, they are deducted

from the source record designated by us proportionately from all investment options. The amount of the quarterly account fee may be changed by the Company, following the review of the initial transferred assets and during the annual contract review. Transferred Asset Benefit (TAB) Recovery Charge and Contract Surrender Charge Under specific conditions, when authorized by state insurance law, we may reimburse a plan wholly or in part for any exit charge assessed by another financial provider by crediting an additional amount to the assets transferred to us from the investment vehicle of the other provider. We will recover this credit through an increase in the Daily Asset Charge, a reduced credited interest rate on the Fixed Account and by implementing a 1 to 7 year TAB recovery charge schedule. Minimum asset requirements apply and more complete details can be provided upon request. Any request for a TAB from a qualifying plan sponsor must be pre-approved by our Home Office prior to the contract installation. A 1 to 7 year contract surrender charge schedule may apply, depending on the plan specific characteristics. Both the TAB recovery charge and/or the contract surrender charge, if applicable, will appear in your MAP Select contract. Charges are calculated as a percentage of the amount withdrawn and are assessed so we may recover a portion of our sales and administration expenses. If a charge applies, the percentage would be determined by the number of completed contract years between the date the first contribution is applied to the contract and the date of the surrender. The primary purpose of the MAP Select contract is to provide retirement income benefits for plan participants.

Accordingly, no TAB recovery charge or contract surrender charge is assessed against withdrawals taken for reasons of participant retirement, severance from employment, hardship, loan, death, disability or in-service withdrawal after age 59½. Generally, these are the only conditions where a participant-initiated withdrawal may be permitted under the contract. DAILY ASSET CHARGE AND VARIABLE FUND EXPENSES Contributions invested in the variable investment options will generally be subject to a Daily Asset Charge. Each of the variable funds also includes separate expenses, as described in the fund fact sheets and in the fund prospectuses. The revenue the Company receives from the variable funds and the Daily Asset Charge reimburses us for a portion of our marketing and sales expenses as well as the costs of the many services provided by the Company and its representatives (e.g., the Call Centers and Internet account access, daily valuation systems, regulatory information, transaction processing, newsletters, sponsor and employee education and enrollment, etc.). Please refer to the Supplement for more information. Daily Asset Charge (DAC) The DAC is assessed against the variable funds and is expressed as an annual percentage. The applicable DAC will be based on plan-specific characteristics (plan assets, number of participants, etc.) and plan-specific elections (fund menu, investment elections, whether expenses are billed to the plan sponsor or not, level of marketing and distribution expenses, the extent to which plan fiduciaries direct us to pay TPA administration fees, etc.). The MAP Select contract holder may elect additional services that will result 6

in increased DAC being assessed on the variable fund options and/or a lower credited interest rate on the Fixed Account. Also, there may be an administrative fund fee adjustment to the DAC depending on the fund menu chosen as described in the “Fund Revenue Sharing and Expense Disclosure” section of the Supplement. The Daily Asset Charge will appear in the separate disclosures that your sales representative will provide to you. The DAC for the initial year, a schedule of the maximum DAC at specific plan asset breakpoints and if applicable, the DAC adjustments on the selected fund menu, will also appear in your MAP Select contract. The Company reserves the right to review and adjust the Daily Asset Charge on the contract year anniversary date. The DAC may be adjusted due to the attainment of a higher or lower plan asset accumulation breakpoint, changes in total investment selection, or in the average participant account balances or in other plan characteristics. The DAC is also subject to adjustment if the initial transferred assets vary significantly from the assumptions on which the initial DAC was based. Changes in the DAC may also result in a change to the Fixed Account credited interest rate. The Company will generally provide advance written notice of a DAC adjustment but is not required to do so to actually implement an adjustment. The plan sponsor and the Company may agree that all or part of the DAC may be billed and paid separately. The DAC may be increased for contracts that allow the participants investment options outside of the MAP Select contract (split-funded plans), and for plans that permit in-service withdrawals for participants before reaching age 59½.

The total DAC will never be less than 0.00%.

employer's plan, in order to be regarded as a benefit.

Fund Revenue Sharing, Fees and Expenses Disclosure

PAYMENT OF SURRENDER VALUE FROM THE FIXED ACCOUNT

The total fund related expenses including the administrative fund fees are illustrated in the MAP Select Fund Performance and Expense Report. Additional information is available upon request. For important information about investment advisory fees, redemption fees, 12b-1 distribution fees and other expenses and disclosures on fund revenue sharing, refer to the Supplement and the applicable fund fact sheets. SALES COMPENSATION DISCLOSURE Please refer to the Supplement for sales compensation information.

We will make an unadjusted lump-sum payment from the Fixed Account for the purpose of paying a benefit (defined as being due to participant retirement, severance from employment, hardship, loan, death, disability or in-service withdrawal after age 59Â˝). Such a withdrawal must be made proportionately from the participant's plan investment options. On all surrenders from the Fixed Account, we will pay the Fixed Account surrender value by using a Market Value Adjustment (MVA) or a scheduled payment method, as elected by the contract holder. More information on the Fixed Account MVA can be found in the Appendix. CHANGES TO THE CONTRACT

CONTRACT SURRENDERS Full and partial surrenders are satisfied by withdrawing amounts on a pro-rata basis from all investment options available under a plan account. The contract holder, or participant, if applicable (allowed on split-funded plans for example), may specify a particular order in which investment options can be withdrawn on a partial surrender request. However, any partial surrender including amounts from the Fixed Account must be paid pro-rata from all investment options and is limited to once per 90 days. If a surrender or TAB recovery charge is due, it will be deducted after any applicable Fixed Account or GAA MVA is deducted. Any severance from employment must generate IRS tax reporting of the payment, and not result in a direct transfer of the participant's account balance by the employer to the new

The Company, through its authorized officers in the Home Office, may change the contract by giving written notice to the contract holder 30 days before the effective date of the change. We may change the contract at any time where such change is required by federal or state law, or where there are potential adverse financial effects to the contract resulting from a change made by the plan. We may change certain contract provisions by giving 30 days' written notice. However, any such changes will not apply to amounts held in existing plan accounts, but may apply only to contributions made to such accounts after any such change. We may change the scheduled period of time payment option and table for such option by giving 30 days' written notice. Any change will not apply to amounts held in existing plan accounts, but will only apply to new participants 7

and contributions made on or after the change. Any change will not affect the amount or terms of any scheduled period of time option beginning before the change is effective. We may change the MVA formula(s) in the contract by giving written notice to the contract holder at least 90 days prior to the effective date of the change. Any changes to the GAA MVA formula will apply only to new guaranteed terms established on or after the change is effective. Where we propose a change to the contract requiring mutual agreement, if the contract holder does not agree to the change, no new participants will be covered by the contract. Also, in this situation, we may stop accepting additional contributions for the existing participants covered under the contract. After the completion of five contract years, we may terminate the contract by providing the contract holder a 90day written notice to pay out the full value without fees, charges or MVA. If agreed to by the contract holder, we may also transfer the full value that may be subject to charges or MVA to another contract offered by the Company or one of its affiliates. PAYMENT PROVISIONS To avoid certain tax penalties, distributions must begin in the form of periodic benefit payments no later than the April 1 following the calendar year in which the participant turns age 70Â˝ or retires, whichever occurs later. The contract holder must direct us to schedule a payment option or make a lump-sum payment. Federal law, through the Retirement Equity Act (REA), generally requires that payments to married participants must have spousal consent. The contract holder must certify that any payment option (or pre-retirement

death benefit) elected complies with the provisions of REA. PAYMENT OPTIONS The contract holder may elect on behalf of the participant or a deceased participant's beneficiary under the plan the following payment options: Lump-Sum Payment - We will pay a lump sum equal to all or any vested portion of the participant's account value. Systematic Distribution Options (SDO) - We provide several different systematic distribution options that allow for scheduled withdrawals from a participant account. SDO payments are available, where allowed by the plan, to participants who meet certain age and account value requirements under the contract. More information on the available options can be provided on request. The participant account remains in the accumulation phase under the contract. This means that transfers among investment options continue to be available, contract charges continue to apply and the lump-sum payment is still an available option. Scheduled Period of Time Option* We provide a fixed interest option using the Company's general account that offers a guaranteed benefit stream of payments to participants. We also guarantee that interest will be credited at an annual equivalent yield that is at least equal to 1.50%. This guarantee is based on the claims-paying ability of the Company. The payment option made available to participants at retirement is called the scheduled period of time option. Under this option, periodic payments can be made for a fixed period of years that must be at least 5 and not more than 30.

plan and direction of the contract holder. A contract holder, on behalf of the participant, may not elect this option if the first payment would be less than $100 or if the total payments in a year would be less than $500. If the account value is insufficient to meet these minimum amounts, a lump sum payment must be elected. When payments start, the age of the participant plus the number of years for which payments are guaranteed may not exceed that permitted by the Internal Revenue Code minimum required distribution regulations. Once elected, scheduled payments can not be commuted to a lump sum. Additional payment options may be made available to participants under a separate Company single premium immediate annuity contract. *For a MAP Select group annuity contract (state of Washington only), we provide the Scheduled Period of Time option in the form of an annuity payment option.

DEATH BENEFIT UNDER THE CONTRACT If the death of a retired participant occurs before all benefit payments are received under the scheduled period of time option, the designated beneficiary can choose to either receive the remaining periodic payments or to have the present value of the payments paid in a lump sum. If a plan participant dies before electing a scheduled period of time option, any benefits payable under the contract are payable to the contract holder, generally the plan trustees. At the direction of the contract holder, we will pay a portion or all of the participant account value in a lump sum, or apply such amount to a SDO or scheduled period of time payment option for the participant's beneficiary under the plan.

The scheduled period of time option election is subject to the terms of the 8

Additional choices may be made available outside the contract for participant beneficiaries under a separate Company single premium immediate annuity contract. DIRECT DEPOSIT A direct deposit program for distributions paid directly to participants is available at no additional charge. Electronic Funds Transfer (EFT) is an electronic deposit of benefit payment(s) directly into a participantâ&#x20AC;&#x2122;s checking or savings account by an automated clearing house. This allows participants to receive their payment(s) more quickly than traditional check processing timelines. TAX INFORMATION Under federal tax law, qualified 401 plan contributions and investment earnings are not taxable until they are distributed. Taxation occurs when amounts are paid from the contract to participants (or their beneficiaries) for benefits under the plan. The contract serves as the vehicle for such a plan, providing the investment and payment options and other features described in this booklet, but is not necessary for the plan's favorable tax treatment. IRS Circular 230 Disclosure: These materials are not intended to be used to avoid tax penalties, and were prepared to support the promotion or marketing of the matter addressed in this booklet. You should seek advice from an independent tax adviser. SUSPENSION OF FINANCIAL TRANSACTIONS OR PAYMENT DELAY In accordance with applicable federal securities laws and regulations, we reserve the right to suspend financial transactions or postpone payments from participant accounts during times

when the following situations may occur: • •

The New York Stock Exchange (“NYSE”) is closed or trading on the NYSE is restricted, or The U.S. Securities and Exchange Commission (SEC) determines that a market emergency exists or restricts trading for the protection of investors.

The Company, under certain emergency conditions, may also defer any payment from the Fixed Account credited interest option for a period of up to 6 months.

QUESTIONS OR COMPLAINTS To request information about this contract or if you have questions, please call Plan Sponsor Services tollfree at 888-410-9482. Complaints? Please contact us at ING Life Insurance and Annuity Company, Contact Center – B2S, PO Box 99065 Hartford, CT 06199-0065. Or, by telephone, you may call us at the tollfree Plan Sponsor Services number shown above.

CONTRACT DELIVERY AND ACCEPTANCE The "APPLICATION FOR FUNDING AGREEMENT"* will become part of your contract, once it is accepted by the Company at its Home Office. We reserve the right not to accept the application. The contract will be subject to the laws of the state in which it is delivered. The state of contract issue will generally be determined by the plan's primary business location and where the application is signed by the contract holder and our licensed sales representative. All contract ownership rights rest with the contract holder. Once delivered, it is important that you review the contract carefully. This booklet and the accompanying Supplement contain a summary of the pertinent provisions of the contract. The contract is not subject to the claims of creditors except to the extent permitted by law. In the event of a conflict between this booklet (and/or the Supplement) and the contract, the terms of the contract will prevail. *For the state of Washington, an “APPLICATION FOR GROUP ANNUITY CONTRACT” is used.

APPENDIX

Market Value Adjustment - Fixed Account On all surrenders from the Fixed Account, the Fixed Account surrender value will be paid in one of the following two ways, as elected by the contract holder: (a) In equal principal payments, with interest, over a period not to exceed 60 months. During the payment period, the interest rate will be credited to the remaining Fixed Account balance at a single rate that is established at the start of the payment period and that will not be more than 1.50% below the rate being credited to the Fixed Account as of the date of surrender. In no event will the credited interest rate be less than the minimum guaranteed interest rate. or (b) As a single payment, which has been adjusted by a Fixed Account Market Value Adjustment (MVA). To determine the single payment amount, the total Fixed Account surrender value is multiplied by the MVA. The MVA is calculated as follows: MVA = 1 - [ (1 - ((1+a) 5.25 / (1+b) 5.25 )) (c) ] Where:

a b

is the Fixed Account standard credited rate (the median declared interest rate communicated monthly for this class of contract) as of the date of surrender; and is the rate for a 7-year Treasury Bond derived by interpolating between 5-year and 10-year Treasury Bond rates as found in the Citigroup Bond Market Roundup (if unavailable, a similar service will be utilized) for the week prior to the surrender, and is the percentage of Fixed Account surrender value to which the MVA applies. % of Fixed Account surrender value to which the MVA applies ("c")* 0% 20% 40% 60% 80% 100%

Completed Contract Years* Less than 1 1 but less than 2 2 but less than 3 3 but less than 4 4 but less than 5 More than 5

* The above MVA phase-in table may be different where an existing Company contract is converted to the MAP Select contract.

For more information please contact: ING One Orange Way Windsor, CT 06095-4774 www.ing-usa.com www.ingretirementplans.com

Insurance products, annuities and funding agreements issued by ING Life Insurance and Annuity Company (“ILIAC”) One Orange Way, Windsor, CT 06095 , which is solely responsible for meeting its obligations. Plan administrative services provided by ILIAC or ING Institutional Plan Services, LLC. All companies are members of the ING family of companies. Securities distributed by or offered through ING Financial Advisers, LLC (member SIPC) or other broker-dealers with which it has a selling agreement. Group Annuities and Funding Agreements are long-term investment vehicles designed for retirement purposes which allow you to allocate contributions among variable investment options that have the potential to grow tax deferred, or in the case of Roth contributions, tax free, with an option to receive a stream of income at a later date. Early withdrawals may be subject to surrender charges, and if taken prior to age 591⁄2 , a 10% IRS penalty may apply. Taxes are due upon withdrawal of tax deferred assets; withdrawals will also reduce the applicable death benefit and cash surrender value. © 2010 ING North America Insurance Corporation C10-0628-043R