Helping You Investfor Your Future

A Summary of the State of ConnecticutAlternate Retirement Program

This brochure is a summary of the Plan and is designed to help youunderstand the provisions and determine whether participation is rightfor you. If there are any conflicts between this summary and the Plan,the Plan provisions prevail.

August 2009

You should consider the investment objectives, risks, and chargesand expenses of the investment options carefully before investing.Fund prospectuses containing this and other information can beobtained by contacting your local representative. Please read theinformation carefully before investing.

Securities and seminars offered through ING Financial Advisers, LLC (Member SIPC). Thirdparty administrative services provided by ING Life Insurance and Annuity Company, OneOrange Way, Windsor, CT 06095-4774.

1

DEAR FELLOW PLAN PARTICIPANT:

The State of Connecticut is pleased to offeremployees the Alternate Retirement Program. ThisPlan provides you with an easy way to set aside aportion of your pay through salary reductions andinvest those pretax dollars in investment optionsof your choice to better prepare for retirement.There are many benefits to participating in thePlan including:

• Tax-deferred Accumulation – You pay nocurrent federal or state income taxes on themoney you contribute – or any of its earnings -until you receive it. In this booklet, you will seehypothetical examples of how pre-tax savingscould grow compared to after-tax saving.

• Convenient Payroll Deduction – Yourcontribution amount is automatically takenout of your paycheck and contributed toyour Plan account.

• Investment Option Flexibility – There are avariety of investment options from which tochoose. In addition, the Plan includes AllocationMentor™, a tool to help you select aninvestment portfolio.

We encourage you to review the Plan featuresand the hypothetical examples provided inthis brochure and consider joining the Plan.The sooner you begin participating in thePlan, the easier it may be to pursue yourretirement objectives.

Nancy Wyman,State of ConnecticutComptroller

Sincerely,

2

Having the money you want in your later years requires careful planning now.Are you concerned about retirement? Social Security and personal savingscould provide you with retirement income. But, will it be enough? The State ofConnecticut Alternate Retirement Program may help you build your retirementsavings and help you plan for your financial future.

The State of Connecticut Alternate Retirement Program is a retirement programthat allows eligible employees to make tax-deferred contributions into anaccount established on your behalf under the Plan. This brochure will provideyou with an overview of the Plan; how the Plan works; how to enroll; and whynow is the time to start contributing. For additional information, please call1-800-784-6386 to speak with a local ING representative.

WHO IS ELIGIBLE TO JOINTHE PLAN?

An eligible unclassified Employee ofa constituent unit of the statesystem of higher education and thecentral office staff of theDepartment of Higher Education.

WHEN CAN I ENROLL IN THEPLAN?

An Eligible Employee whosepension rights are governed by theState Employees Bargaining AgentCoalition Agreement V (“SEBAC V”)must make a written election toparticipate in this Plan (in lieu ofparticipation in Tier IIA of the StateEmployees Retirement Plan) withinsix months from your date ofemployment.

Part-time Eligible Employees coveredby the collective bargainingagreement between the Congressof the Connecticut CommunityColleges and the Board of Trusteesof Community-Technical Collegesmust make a written election to

participate in the Plan within90 days from your date ofemployment.

Part-time Eligible Employeescovered by the collective bargainingagreement between ConnecticutState University AmericanAssociation of University Professorsand the Board of Trustees for theConnecticut State University Systemmust make a written election toparticipate in the Plan within90 days from your date ofemployment.

A Part-time Eligible Employeecovered by an agreementconcerning special payroll lecturers,dated May 26, 2005, between theUniversity of Connecticut and theUniversity of Connecticut Chapterof the American Association ofUniversity Professors, will commenceparticipation in the Plan on theEntry Date that is as soon asadministratively practicablefollowing the earlier of:

3

• The date on which the Eligible Employee completes and returns to the PlanAdministrator a written election to participate in this Plan on a formapproved by the Plan Administrator

• The expiration of the 90 day period that begins with the Eligible Employee’sDate of Employment; provided, however, an Eligible Employee who hassubmitted to the Plan Administrator a signed, irrevocable waiver decliningparticipation in the Plan shall not commence participation.

HOW DOES THE PLAN WORK?

If you elect to participate in the Alternate Retirement Program, there is amandatory employee contribution equal to 5% of your compensation. TheState of Connecticut will make employer contributions to your account equalto 8% of your compensation.

The State reduces your paycheck by the amount of your contribution beforeincome tax is withheld and forwards it to ING on a regular basis. Yourcontributions are invested in the investment options you have selected fromthose available under the Plan. The contributions and any earnings thataccumulate over the years are not taxed until they are distributed to you,usually at retirement when you may be in a lower tax bracket. The Planprohibits withdrawals of any contributions and attributable earnings prior toseverance of employment, retirement, death, or a qualified domesticrelations order.

HOW DOES THE ARP DIFFER FROM AN ORDINARY TAXABLEINVESTMENT?

By deferring salary under the Plan, you not only reduce your current incometaxes, you have the potential to save even more for retirement than withordinary savings accounts because any earnings on your deferrals are also taxdeferred until withdrawn.

As the following chart illustrates, after 30 years, the value of the tax-deferredinvestment is worth more than 120% of a comparable after-tax investment.The chart below compares how a $100 per pay period contribution (26 payperiods) could accumulate over time when Federal income taxes are assumedto be 25%, Connecticut state taxes over time are assumed to be 5% and theinvestment earns 6% (compounded per pay period). The followinghypothetical illustration shows the difference in the amount accumulated ona pre-tax and an after-tax basis.

Tax-Deferred Investment Value After 30 Years

4

10 Years 20 Years 30 Years

After-Tax Savings

ARP Savings(before taxes)

0

50,000

100,000

150,000

200,000

250,000

5

AnnualContribution

After 10 YearsTotal ContributionsInvestment EarningsTotal AccumulatedValueAfter 20 YearsTotal ContributionsInvestment EarningsTotal AccumulatedValueAfter 30 YearsTotal ContributionsInvestment EarningsTotal AccumulatedValue

$1,820(reflects 25% Federal

and 5% CT income tax)

$18,200$4,571 (after taxes)

$22,771

$36,000$22,831 (after taxes)

$59,231

$54,600$65,609 (after taxes)

$120,209

$2,600

$26,000$9,328$35,328

($24,729 after taxes*)

$52,000$46,594$98,594

($69,016 after taxes*)

$78,000$133,895$211,895

($148,327 after taxes*)

The tax rates and hypothetical investment earnings above are for illustrative purposes and may notapply to your particular situation. Lower maximum tax rates on capital gains and dividends would makethe investment return for the taxable investment more favorable, thereby reducing the difference in theperformance between the accounts posted above. Consider your personal investment horizon; current andanticipated income bracket when making an investment decision as those may further impact the results of thishypothetical illustration. Bear in mind that changes in tax rates and tax treatment of investment earnings mayimpact the comparative results. Federal and State Income taxes are due upon withdrawal of amounts from theplan. The returns are hypothetical and do not reflect the performance of any specific investment. Systematicinvesting does not assure a profit and does not protect against loss in declining markets. Investors should considertheir financial ability to continue investing consistently in up as well as down markets. This information is notintended to be legal or tax advice. Consult with your tax and legal advisors regarding your individual situation.

*Taxes on distributions reflect 25% Federal tax and 5.0% State of Connecticut income tax. Your actual taxationwill differ depending on your tax bracket when you receive the distribution. You may be in a lower tax bracketwhen you ultimately retire and begin taking benefits.

Taxable Investment ARP

6

ARE THERE ANY FEES WITH THIS PLAN?

Investment management expenses apply to each of the variableinvestment options and to the Connecticut Stable Value Fund*. Theinvestment option fact sheets provide complete information about theexpenses of each investment option. There is currently a 0.12%administrative fee charged by ING under the Plan. For more information onexpenses, visit www.CTdcp.com.

HOW MUCH CAN I CONTRIBUTE TO THE PLAN?

If you elect to participate in the Alternate Retirement Program, there is amandatory employee contribution equal to 5% of your compensation. TheState of Connecticut will make employer contributions to your accountequal to 8% of your compensation. For all Alternate Retirement Programparticipants, the 2009 calendar year contribution limit is the lesser of$49,000 or 100% of your covered compensation. For the 2009 calendaryear, the compensation limit (cap) is $245,000, for Alternate RetirementProgram participants hired on and after January 1, 1996.

CAN I CHANGE THE AMOUNT I DEFER?

Once you have elected to participate in the Alternate Retirement Program,you may not increase or decrease your contribution amount at any time. Ifyou are interested in saving more for your retirement, you may be eligibleto participate in the State of Connecticut Deferred Compensation 457(b)and/or 403(b) Plan. Please contact your local ING Representative to verifyeligibility and review your options.

HOW ARE MY DEFERRALS INVESTED?

You can choose from a menu of investment options that cover thepotential risk/reward spectrum. This allows you to select from conservative,moderate, or aggressive options in both U.S. and international markets.International investing involves special risks such as currency fluctuation,lower liquidity, political and economic uncertainties, and differences inaccounting standards. Information about the investment options isincluded in the investment option fact sheets and fund prospectuseswhich are available on the Plan's web site at www.CTdcp.com. Pleaseread carefully before you invest.

*Funded through a blend of separate account investment contracts issued by ING Life Insurance and AnnuityCompany (ILIAC) which provides for a periodically declared interest rate and a guarantee of principal andaccrued interest based on the claims-paying ability of ILIAC.

7

You should consider the investment objectives, risks, and chargesand expenses of the investment options carefully before investing.Fund prospectuses, containing this and other information, can beobtained by contacting your local representative. Please readcarefully before investing.

WHAT INVESTMENT OPTIONS SHOULD I SELECT?

Deciding where to invest your ARP contributions requires carefulconsideration. The following chart highlights the different categories interms of their relative risk and reward potential. Notice that the moreaggressive options such as global/International, offer the potential forhigher reward but at the same time bring with them a higher risk.

Your local ING representative will be happy to meet with you and assist youin determining your investor profile and your tolerance for risk as youdevelop your investment strategy.

In addition, the Plan makes available Allocation MentorTM which suggestsrisk-based portfolios using information you provide through a FinancialSelf-Assessment Risk Profile Questionnaire. More information on AllocationMentorTM can be found on www.CTdcp.com.

Allocation Mentor was developed by ING Financial Advisers, LLC, inconjunction with Frontier, a division of SunGard® Online InvestmentSystems. ING Financial Advisers, LLC is a member of ING. Frontier andSunGard Online Investment Systems are not affiliated with ING.

Stability of Principal

Bonds

Large Cap Value

Large Cap Growth

Small/Mid/Specialty

Global/International

LOWER RISK HIGHER

Balanced

REWARD

HIGHER

8

HOW DO I REPORT MYDEFERRALS ON MY TAXRETURN?

You don’t. The W-2 provided toyou by the State of Connecticutwill reflect your total contributionsto the Plan. For Federal and Stateincome tax purposes, your taxableincome will not include anydeferrals to the Plan (as long asyour contributions do not exceedthe IRS limits).

WHEN CAN I WITHDRAW MYBENEFITS FROM THE PLAN?

Upon severance from employment,if you participated in the AlternateRetirement Program for less than 5years, you may rollover the entirebalance of your account toanother qualified Plan or IRA. Ifyou participated in the Plan forless than 5 years and you are age55 or older, you may request:• A partial or lump sumwithdrawal

• A systematic withdrawal option(specified period or amount)

• A combination of payment andannuity options

Upon severance from employment,if you participated in the AlternateRetirement Program for more than5 years and you are at least age 55or older, you may request:• A rollover to another qualifiedPlan or IRA

• A partial or lump sum withdrawal• A systematic withdrawal option(specified period or amount)

• A combination of payment andannuity options

CAN I TAKE A LOAN UNDERTHE PLAN?

No, loans are not available underthe Plan.

WHEN ARE MY BENEFITSTAXABLE TO ME?

You will be subject to Federal andState income tax when amounts areactually distributed to you from thePlan. Amounts distributed from thePlan are subject to the IRS 10%premature distribution penalty tax ifdistributed prior to your attainingage 59½, unless an IRS exceptionapplies.

IRS exceptions to the 10% penaltytax include payments made:• To your beneficiary as a result ofyour death;

• Upon your severance fromemployment/retirement on or afteryou attain age 55;

• In substantially equal amountsover your life/life expectancy; or

• As a result of your total andpermanent disability.

9

WHAT HAPPENS TO MYBENEFITS UPON MY DEATH?

Your designated beneficiary will beentitled to the payment of deathbenefits under the Plan. If you donot name a beneficiary, if yourbeneficiary dies before you or failsto survive you by 30 days, yourbenefits will be paid to your estate.

Your beneficiary may select from avariety of payment options availableunder the Plan. The options that areavailable depend on whether yourbeneficiary is your spouse or otherindividual, and whether you diebefore or after benefit paymentshave started.

DOES THE PLAN ACCEPTROLLOVERS FROM OTHERRETIREMENT PLANS?

The Plan permits you to rolloverbenefits from another eligibleemployer-sponsored retirement planor traditional IRA. Rollover assetsmay be withdrawn without adistributable event. However,rollover assets will be subject to anInternal Revenue Service (IRA) 10%premature distribution penalty tax ifdistributed prior to age 59½ unlessan exception applies. The Plan doesnot accept rollovers of after-taxdollars.

WHAT ARE THE PAYOUTOPTIONS?

When you are eligible to receive adistribution under the Plan, youhave a variety of payment options.Please call our Service Center foradditional information ondistributions or to request adistribution form. These paymentoptions include:• Partial or Lump-sum Withdrawal• Systematic Withdrawal Option –Specified period or specifiedamount

• Estate Conservation Option –IRS annual required minimumdistribution

• Rollover to another eligibleretirement plan or IRA

• Combination of payout andannuity options

Your local ING representative isavailable to meet individually withyou to discuss the options available.

CAN I ROLLOVER MY BENEFITSWHEN I LEAVE STATE SERVICE?

If you participated in the AlternateRetirement Program for less than 5years, you may rollover the entirebalance of your account to anotherqualified retirement plan, traditionalIRA, or Roth IRA upon separationfrom service.

10

If you participated in the Plan forless than 5 years and elect to leaveyour balance in the Plan, you mustwait until Age 55 or older torequest:• A partial or lump sum withdrawal• A systematic withdrawal option;(specified period or amount); or

• A combination of payment andannuity options

If you participated in the AlternateRetirement Program for more than5 years and you are at least age 55or older, upon separation fromservice or retirement you mayrequest:• A rollover to another qualifiedretirement plan, traditional IRA, orRoth IRA;

• A partial or lump sum withdrawal;• A systematic withdrawal option(specified period or amount); or

• A combination of payment andannuity options

All distributions are eligible forrollover except:• IRS minimum requireddistributions payable on or afteryou attain age 70½; and

• Periodic payments made over yourlife or a specified period of 10years or more.

Amounts rolled from the Planto another plan type would besubject to any applicable IRS 10%premature penalty tax if distributedprior to age 59½ (unless an IRSexception applies).

Please contact our local office at(800) 784-6386 for additionalinformation on distributions andeligibility for rollover. To request arollover, you will need to complete aTermination/Distribution RequestAuthorization form, available bycalling the Customer ContactCenter at (800) 584-6001.

WHAT ARE MY SERVICEOPTIONS UNDER THE PLAN?

There are multiple ways to obtainaccount information and makechanges to your account. We wantto make it easier for you to manageyour account. That means providingyou with the service options youwant, when you want them.

Account Access – OnlineYou can obtain account informationand make changes to your accountonline by logging on towww.CTdcp.com. To access youraccount you will need your UserIdentification (User ID) andPassword*. Through AccountAccess Online, you can:• Make account balance andtransaction inquires

• Obtain investment optionperformance history

• View your quarterly statement• Update or change your beneficiaryinformation

• Execute investment allocationchanges

• Transfer among investmentoptions

*First-time users will be asked to fill out a brief registration form. This form will prompt you to create apersonalized User ID and Password that will be used to access your account(s). You will need your Social SecurityNumber and Personal Identification Number (PIN) to complete the registration process.

11

• View and delete pendingtransactions

• Retrieve distribution paperwork(created by an ING CustomerService Associate)

A confirmation will be sent to youfor all Internet initiated financialtransactions.

Account Access –Voice Response System –(1-800-584-6001)You can obtain account informationand make changes to your accountby calling our 24 hour toll-free VoiceResponse System. To access youraccount you will need a touch-tonephone and your Social SecurityNumber and Personal IdentificationNumber (PIN).

Through Account Access VoiceResponse System, you can:

• Make account balance inquiries• Execute investment allocationchanges

• Transfer among investmentoptions

• Change your PersonalIdentification Number (PIN) orrequest your PIN by mail

• Request a printed accountstatement

• Review your personal profileinformation

A confirmation will be sent toyou for all telephone-initiatedfinancial transactions.

Account Access –Customer Service Associate –(1-800-584-6001)You can obtain account informationand make changes to your accountby speaking to an ING CustomerService Associate (CSA). Tospeak with an ING CSA, dial1-800-584-6001 and press “0”,when prompted. ING CSAs areavailable to assist you between thehours of 8:00 a.m. and 8:00 p.m.Eastern Time Monday – Friday.Through ING CSAs, you can:

• Make account balance andtransaction inquires

• Obtain investment optionperformance history

• Review and update your personalprofile information

• Request a change in the way yourfuture contributions and/or youraccount balance are invested

• Request a Beneficiary DesignationForm to change your beneficiaryinformation

• Review distribution options, terms,and conditions – taxes, penaltiesand timing of distributions

• Obtain distribution and otheraccount service forms

• Request a printed accountstatement

• Obtain Internet assistance

Account Access –Special Needs Assistance1-800-855-2880 (TTY)1-800-855-2882 (ASCII)1-800-855-2883 (Telebraille)

A confirmation will be sent toyou for all CSA-initiated financialtransactions.

How do I enroll in the Plan?

Step 1Obtain The State of ConnecticutDesignation of Retirement System –Tier-Plan-Beneficiary (Form C0-931)from your Human ResourcesDepartment.

Step 2Contact ING at 1-800-784-6386to obtain The State of ConnecticutAlternate Retirement ProgramInformation Package. INGRepresentatives are available toassist you if you need additionalinformation or assistance enrollingin the Plan.

Step 3Review The State of ConnecticutAlternate Retirement ProgramInformation Package to determineif enrolling in the AlternateRetirement Program is right for you.

Step 4If you decide to enroll in theAlternate Retirement Program,complete The State of ConnecticutDesignation of Retirement System –Tier-Plan-Beneficiary (Form C0-931)and return the form to your HumanResources Department.

Step 5Complete the ING BeneficiaryDesignation Form to designate abeneficiary or beneficiaries underthe Alternate Retirement Program.Return your Beneficiary DesignationForm to ING at the followingaddress:

ING Life Insurance and AnnuityCompanyPO Box 990063Hartford, CT 06199-0063Fax: 800-643-8143

12

13

Step 6Once you enroll, your contributionswill automatically be invested in theConnecticut Stable Value Fund. Youwill receive an enrollmentconfirmation that confirms yourpersonal account information and“default” Personal IdentificationNumber (PIN). For your protection,we encourage you to change yourPIN immediately by calling ING’s 24toll-free touch-tone Voice ResponseSystem at 1-800-584-6001.

Step 7Once you receive your enrollmentconfirmation, you may makechanges in the way your currentaccount balance is invested or yourfuture contributions are invested.This can be done through AccountAccess Online or by contacting ourCustomer Service Center at1-800-584-6001.

For more informationplease contact us at:

PO Box 990069Hartford, CT 06199-0069

Supervisory Office:ING Financial Advisers, LLC(Member SIPC)One Orange WayWindsor, CT 06095-4774

www.CTdcp.com

Securities and seminars offered through ING FinancialAdvisers, LLC (Member SIPC). Third party administrativeservices provided by ING Life Insurance and AnnuityCompany, One Orange Way, Windsor, CT 06095-4774.

© 2009 ING North America Insurance Corporation

C09-0731-014 (08/09)

3013160.G.P (8/09)