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PROPOSED FEE SCHEDULE TO IIM/ING LIFE INSURANCE AND ANNUITY COMPANY INVESTMENT
ADVISORY AGREEMENT - TO BE SUBMITTED TO CT DOI FOR APPROVAL



                          ING INVESTMENT MANAGEMENT LLC
                              ADVISORY FEE SCHEDULE

ANNUAL ADVISORY FEES (based on assets under management):
(minimum is $50,000 for small portfolios)

<Table>
<Caption>
                                     ASSET CLASS                                              BASIS POINT FEE
                                                                                     
- -        Public bonds, MBS, CMO-A, Passthroughs,                                                    25.0

- -        Private Placements (investment grade)                                                      25.0

- -        Below Investment Grade                                                                     44.0

- -        Derivatives / Residuals / CMO-B                                                            65.0

- -        Short Term Assets                                                                           25

- -        Actively Managed Common Stock & Preferred Stock                                            52.0

- -        Indexed Common Stocks                                                                      10.0

- -        Commercial Mortgages                                                                       25.0

- -        Real Estate Equity, Foreclosed Mortgages, and Problem Commercial Loans                      69

- -        portfolio management and investment services (applied to all                   1.8 b.p. for first $1.0
         assets under management per portfolio)                                         billion and 0.8 b.p. for
                                                                                        the excess

- -        separate accounts, segregated funds,    and pension trusts                     5.0 b.p. in additional to
                                                                                        the asset class charge
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PRODUCTION FEE (one-time fee assessed at close of transaction):

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<Caption>
                                    ASSET CLASS                                BASIS POINT FEE
                                                                            
             -        private placements (investment grade)                          23

             -        private placements (international -  investment
                      grade)                                                         33

             -        private placements (BIG)                                       40

             -        commercial mortgages                                          16.7
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