VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY CORRESP Correspondence with SEC


ING LIFE INSURANCE AND ANNUITY COMPANY
Variable Annuity Account C
Multiple Sponsored Retirement Options II
CONTRACT PROSPECTUS -~~OCTOBER~~NOVEMBER 19, 2010


*The Contracts.*The contracts described in this prospectus are group deferred fixed and variable annuity contracts
issued by ING Life Insurance and Annuity Company (the “Company”). They are intended to be used as funding
vehicles for certain types of retirement plans and to qualify for beneficial tax treatment and/or to provide current
income reduction under certain sections of the Internal Revenue Code of 1986, as amended (the “Tax Code”).

*Why Reading this Prospectus is Important.*Before you participate in the contract through your retirement plan, you should read this prospectus. It provides facts about the contract and its investment options. Plan sponsors (generally your employer) should read this prospectus to help determine if the contract is appropriate for their plan. Keep this document for future reference.




*Investment Options.*The contracts offer variable investment options and fixed interest options. When we establish
your account(s), the contract holder, (generally, the sponsor of your retirement plan or a trust), or you if permitted by
the plan, instructs us to direct account dollars to any of the available options. Some investment options may be
unavailable through certain contracts and plans, or in some states. Your plan sponsor may have selected a subset of
variable and/or fixed interest options to be available for investment under your plan.

*Variable Investment Options.*Variable investment options available through the contracts are listed on the next
page. These options are called subaccounts. The subaccounts are within Variable Annuity Account C (the “separate
account”), a separate account of the Company. Each subaccount invests in one of the mutual funds (funds) listed on
the next page. Earnings on amounts invested in a subaccount will vary depending upon the performance and fees of
its underlying fund. You do not invest directly in or hold shares of the funds.

*Risks Associated with Investing in the Funds.*Information about the risks of investing in the funds is located in the
“Investment Options” section of this prospectus on page 11 and in each fund prospectus. Read this prospectus in
conjunction with the fund prospectuses, and retain the prospectus for future reference.

*Fixed Interest Options.*
>Guaranteed Accumulation Account	>Fixed Plus Account II	>Fixed Account
Except as specifically mentioned, this prospectus describes only the variable investment options. However, we
describe the fixed interest options in the appendices to this prospectus. There is also a separate prospectus for the
Guaranteed Accumulation Account.

*Compensation.*We pay compensation to broker-dealers whose registered representatives sell the contracts. See
“Contract Distribution” for further information about the amount of compensation we pay.

*Getting Additional Information.*If you received a summary prospectus for any of the funds available through your
contract, you may obtain a full prospectus and other fund information free of charge by either accessing the internet
address, calling the telephone number or sending an email request to the email address shown on the front of the
fund’s summary prospectus. You may obtain the~~October~~November 19, 2010 Statement of Additional Information
(“SAI”) without charge by indicating your request on your enrollment materials or calling the Company at
1-800-262-3862 or writing to us at the address referenced under the “Contract Overview - Questions: Contacting the
Company” section of the prospectus. You may also obtain a prospectus or an SAI for any of the funds, or a
Guaranteed Accumulation Account prospectus, by calling that number. This prospectus, the Guaranteed
Accumulation Account prospectus, the SAI and other information about the separate account may be obtained by
accessing the Securities and Exchange Commission (“SEC”) website, http://www.sec.gov. Copies of this
information may also be obtained, after paying a duplicating fee, by contacting the SEC Public Reference Branch.
Information on the operations of the SEC Public Reference Branch may be obtained by calling 1-202-551-8090 or
1-800-SEC-0330, e-mailing publicinfo@sec.gov, or by writing to the SEC Public Reference Branch, 100 F Street,
NE, Room 1580, Washington, D.C. 20549. When looking for information regarding the contracts offered through
this prospectus, you may find it useful to use the number assigned to the registration statement under the Securities
Act of 1933. This number is 333-167680. The number assigned to the registration statement for the Guaranteed
Accumulation Account is 333-158492. The SAI table of contents is listed on page 46 of this prospectus. The SAI is
incorporated into this prospectus by reference.

*Additional Disclosure Information.*Neither the SEC, nor any state securities commission, has approved or
disapproved the securities offered through this prospectus or passed on the accuracy or adequacy of this prospectus.
Any representation to the contrary is a criminal offense. This prospectus is valid only when accompanied by current
prospectuses of the funds. We do not intend for this prospectus to be an offer to sell or a solicitation of an offer to
buy these securities in any state that does not permit their sale. We have not authorized anyone to provide you with
information that is different from that contained in this prospectus.
PRO.167680-10


CONTRACT PROSPECTUS -~~OCTOBER~~NOVEMBER 19, 2010 (CONTINUED)
Variable Investment Options (The Funds)*

Alger Green Fund (Class A)⁽¹⁾			ING Index Solution 2015 Portfolio	ING Russell^TMSmall Cap Index
American Century^®Inflation-			(Class I)⁽²⁾	Portfolio (Class I)
		Adjusted Bond Fund	ING Index Solution 2025 Portfolio	ING Small Company Portfolio
		(Investor Class)⁽¹⁾	(Class I)⁽²⁾	(Class I)
American Mutual Fund^®			ING Index Solution 2035 Portfolio	ING SmallCap Opportunities
		(Class R-4)⁽¹⁾	(Class I)⁽²⁾	Portfolio (Class I)
Ariel Fund⁽¹⁾			ING Index Solution 2045 Portfolio	ING T. Rowe Price Capital
Artisan International Fund			(Class I)⁽²⁾	Appreciation Portfolio (Class S)
		(Investor Shares)⁽¹⁾	ING Index Solution 2055 Portfolio	ING T. Rowe Price Equity Income
Aston/Optimum Mid Cap Fund			(Class I)⁽²⁾	Portfolio (Class S)
		(Class N)⁽¹⁾	ING Intermediate Bond Portfolio	ING Templeton Foreign Equity
Columbia Mid Cap Value Fund			(Class I)	Portfolio (Class I)
		(Class A)⁽¹⁾	ING International Index Portfolio	ING Thornburg Value Portfolio
EuroPacific Growth Fund^®			(Class I)	(Class I)
		(Class R-4)⁽¹⁾	ING JPMorgan Emerging Markets	ING U.S. Bond Index Portfolio
Fidelity^®VIP Contrafund^®Portfolio			Equity Portfolio (Class S)	(Class I)
		(Initial Class)	ING Large Cap Growth Portfolio	ING U.S. Stock Index Portfolio
Franklin Small Cap Value Securities			(Class S)	(Class I)⁽³⁾
		Fund (Class 2)	ING MidCap Opportunities Portfolio	ING Van Kampen Equity and
Fundamental Investors^SM			(Class I)	Income Portfolio (Class I)
		(Class R-4)⁽¹⁾	ING Money Market Portfolio	ING Van Kampen Growth and
ING American Century Small-Mid			(Class I)	Income Portfolio (Class S)
		Cap Value Portfolio (Class I)	ING Oppenheimer Global Portfolio	Invesco Mid Cap Core Equity Fund
ING BlackRock Science and			(Class I)	(Class A)⁽¹⁾
		Technology Opportunities	ING PIMCO Total Return Portfolio	Parnassus Equity Income Fund
		Portfolio (Class I)	(Class I)	(Investor Shares)⁽¹⁾
ING Clarion Real Estate Portfolio			ING Pioneer High Yield Portfolio	Templeton Global Bond Fund
		(Class S)	(Class I)	(Class A)⁽¹⁾
ING Global Resources Portfolio			ING Pioneer Mid Cap Value	The Growth Fund of America^®
		(Class S)	Portfolio (Class S)	(Class R-4)⁽¹⁾
ING Growth and Income Portfolio			ING Russell^TMLarge Cap Index	Wanger Select
		(Class I)	Portfolio (Class I)	Wanger USA
ING Index Solution Income			ING Russell^TMMid Cap Index
		Portfolio (Class I)⁽²⁾	Portfolio (Class I)

⁽¹	⁾	This fund is available to the general public. See “Investment Options - Additional Risks of Investing in the Funds.”
⁽²	⁾	These funds are structured as fund of funds that invest directly in shares of underlying funds. See “Fees - Fund Fees and
		Expenses” for additional information.
⁽³	⁾	This fund is available on a limited basis and is subject to Company approval.


PRO.167680-10	2


TABLE OF CONTENTS

Contract Overview:	4
Who’s Who
The Contract and Your Retirement Plan
Questions: Contacting the Company (sidebar)
Sending Forms And Written Requests In Good Order (sidebar)
Contract Facts
Contract Phases: The Accumulation Phase, The Income Phase

Fee Table	6
Condensed Financial Information	9
Variable Annuity Account C	9
The Company	9
Investment Options	11
Transfers	12
Contract Purchase and Participation	15
Contract Ownership and Rights	17
Right to Cancel	17
Fees	18
Your Account Value	25
Withdrawals	27
Loans	28
Systematic Distribution Options	29
Death Benefit	30
The Income Phase	32
Contract Distribution	35
Tax Considerations	37
Other Topics	44
Performance Reporting - Voting Rights - Contract Modification - Legal Matters and Proceedings - Payment Delay
or Suspension - Transfer of Ownership; Assignment - Account Termination - Intent to Confirm Quarterly

Contents of the Statement of Additional Information	46
Appendix I - Guaranteed Accumulation Account	47
Appendix II - Fixed Plus Account II	50
Appendix III - Fixed Account	54
Appendix IV - Participant Appointment of Employer as Agent Under an Annuity Contract	55
Appendix V - Description of Underlying Funds	56


PRO.167680-10	3


CONTRACT OVERVIEW


Questions: Contacting the	The following is intended as a summary. Please read each section of this
Company.Contact your	prospectus for additional information.
local representative or write
or call the Company:	Who’s Who

ING	You(the participant): The individual who participates in the contract through a
USFS Customer Service	retirement plan.
Defined Contribution
Administration	Plan Sponsor: The sponsor of your retirement plan. Generally, your employer.
P.O. Box 990063
Hartford, CT 06199-0063	Contract Holder: The person to whom we issue the contract. Generally, the
	plan sponsor or a trust. We may also refer to the contract holder as the contract
1-800-262-3862	owner.

Sending Forms and	We(the Company): ING Life Insurance and Annuity Company. We issue the
Written Requests in Good	contract.
Order.
	For greater detail, review “Contract Ownership and Rights” and “Contract
If you are writing to change	Purchase and Participation.”
your beneficiary, request a
withdrawal, or for any other	The Contract and Your Retirement Plan
purpose, contact your local
representative or the	Retirement Plan (plan):A plan sponsor has established a plan for you. This
Company to learn what	contract is offered as a funding option for that plan. We are not a party to the
information is required in	plan.
order for the request to be in
“good order.” By contacting	Plan Type:We refer to the plan by the Tax Code section under which it
us, we can provide you with	qualifies. For example: a “403(b) plan” is a plan that qualifies for tax treatment
the appropriate	under Tax Code section 403(b). To learn which Tax Code section applies to
administrative form for your	your plan, contact your plan sponsor, your local representative or the Company.
requested transaction.
	Use of an Annuity Contract in your Plan:Under the federal tax laws,
Generally, a request is	earnings on amounts held in annuity contracts are generally not taxed until they
considered to be in “good	are withdrawn. However, in the case of a qualified retirement account (such as
order” when it is signed,	a 401(a), 401(k), Roth 401(k), 403(b), Roth 403(b), or 457(b) plan), an annuity
dated and made with such	contract is not necessary to obtain this favorable tax treatment and does not
clarity and completeness that	provide any tax benefits beyond the deferral already available to the tax
we are not required to	qualified account itself. Annuities do provide other features and benefits (such
exercise any discretion in	as a guaranteed death benefit under some contracts or the option of lifetime
carrying it out.	income phase options at established rates) that may be valuable to you. You
	should discuss your alternatives with your financial representative taking into
We can only act upon written	account the additional fees and expenses you may incur in an annuity. See
requests that are received in	“Contract Purchase and Participation.”
good order.
	Contract Rights:Rights under the contract and who may exercise those rights
	may vary by plan type. Also, while the contract may reserve certain rights for
	the contract holder, the contract holder may permit you to exercise those rights
	through the plan.


PRO.167680-10	4


Contract Facts

Free Look/Right to Cancel:Contract holders may cancel the contract no later than 10 days after they receive the
contract (or a longer period if required by state law). Participants in 403(b) plans and Roth 403(b) plans, as well as
in certain 401(a), 401(k), or Roth 401(k) plans may cancel their participation in the contract no later than 10 days
after they receive evidence of participation in the contract. See “Right to Cancel.”

Death Benefit:A beneficiary may receive a benefit in the event of your death during both the accumulation and
income phases. The availability of a death benefit during the income phase depends upon the income phase payment
option selected. See “Death Benefit” and “The Income Phase.”

Withdrawals:During the accumulation phase, you may, under some plans, withdraw all or part of your account
value. Amounts withdrawn may be subject to an early withdrawal charge, other deductions, tax withholding and
taxation. See “Withdrawals” and “Taxation.”

Systematic Distribution Options:These allow you to receive regular payments from your account, while retaining
the account in the accumulation phase. See “Systematic Distribution Options.”

Fees:Certain fees are deducted from your account value. See “Fee Table” and “Fees.”

Taxation:Taxes will generally be due when you receive a distribution. Tax penalties may apply in some
circumstances. See “Tax Considerations.”

Contract Phases

I. The Accumulation Phase(accumulating retirement			Payments to
benefits)			Your Account
			Step 1\|\|
STEP 1:You or the contract holder provide ING Life
Insurance and Annuity Company with your completed		ING Life Insurance and Annuity Company
enrollment materials.		(a) \|\|	Step 2	(b) \|\|
			Variable Annuity
According to the plan, we set up one or more accounts for		Fixed	Account C
you. We may set up account(s) for employer contributions		Interest
and/or for contributions from your salary. Alternatively, we		Option	Variable Investment
may issue the contract to an employer or a plan on an			Options
unallocated basis. In that case, we establish a single account
under the contract for the contract holder, and the			The Subaccounts
recordkeeper designated by the plan establishes and			A	B	Etc.
maintains an individual account or accounts for each
participant.			\|\|	Step 3	\|\|
			Mutual Mutual		Etc.
STEP 2:The contract holder, or you if permitted by your			Fund A	Fund B
plan, directs us to invest your account dollars in any of the
following:

(a)	Fixed Interest Options; or
(b)	Variable Investment Options. (The variable investment
	options are the subaccounts of Variable Annuity
	Account C. Each one invests in a specific mutual fund.)

STEP 3:The subaccount(s) selected purchases shares of its corresponding fund.

II. The Income Phase(receiving income phase payments from your contract)

The contract offers several payment options. See “The Income Phase.” In general, you may:

>	Receive income phase payments over a lifetime or for a specified period;
>	Select an option that provides a death benefit to beneficiaries; and
>	Select fixed income phase payments or payments that vary based on the performance of the variable investment
	options you select.


PRO.167680-10	5


		FEE TABLE

In This Section:		The following tables describe the fees and expenses that you will pay when
>	Maximum Contract	buying, owning, and withdrawing from your contract. The first table
	Holder Transaction	describes the fees and expenses that you will pay at the time that you buy
	Expenses;	the contract, withdraw from the contract, take a loan from the contract or
>	Annual Maintenance	transfer cash value between investment options. State premium taxes may
	Fee;	*also be deducted. See “The Income Phase” for fees that may apply after**
>	Separate Account	you begin receiving payments under the contract.
	Annual Expenses;	Maximum Contract Holder Transaction Expenses
>	Examples; and		Early Withdrawal Charge¹
>	Fees Deducted by the		(as a percentage of amount withdrawn, if applicable)
	Funds.		Applicable to Texas K-12 contracts					7	%
			Applicable to all other contracts					5	%
See the “Fees” Section for:
			Loan Interest Rate Spread (per annum)²					3.0	%
>	Early Withdrawal
	Charge Schedules;
>	How, When and Why	The next table describes the fees and expenses that you will pay
	Fees are Deducted;	periodically during the time that you own the contract, not including fund
>	Reduction, Waiver	fees and expenses.
	and/or Elimination of				Applicable to			Applicable
	Certain Fees;				Texas K-12			to all other
>	Redemption Fees; and				contracts			contracts

>	Premium and Other	Maximum Annual Maintenance Fee³		$	0.00		$	50.00
	Taxes.
		Separate Account Annual Expenses³
See “The Income Phase”			(as a percentage of average account value)
	for:
MaximumMortality and Expense Risk
>	Fees during the Income		Charge⁴		1.25	%		1.50	%
	Phase.
			MaximumAdministrative Expense Charge		0.25	%⁵		0.25	%⁶
Texas K-12 Contracts
Defined:			MaximumTotal Separate Account Expenses		1.50	%		1.75	%
Voluntary 403(b) annuity		1	This is a deferred sales charge. The percentage will be determined by the applicable
contracts for employees of			early withdrawal charge schedule in the “Fees” section. In certain cases, this charge
K-12 public schools. These			may not apply to a portion or all of your withdrawal. The early withdrawal charge
contracts meet the			reduces over time. These fees may be waived, reduced or eliminated in certain
requirements established by			circumstances. See the “Fees” section.
the Teachers Retirement		2	This is the difference between the rate applied and the rate credited on loans under
System of Texas in support			your contract. We reserve the right to apply a spread of up to 3.0% per annum.
of Senate Bill 273.			Currently, the loan interest spread for most contracts is 2.5% per annum (for certain
			contracts the loan interest rate applied is 6.0% and the loan interest rate credited is
			6.0%). For example, if the current credited interest rate is 6.0%, the amount of
			interest applied to the contract would be 3.5%; the 2.5% loan interest rate spread is
retained by the Company. See “Loans.”
		3	These fees may be waived, reduced or eliminated in certain circumstances. See
			“Fees.”
		4	A charge for the guaranteed death benefit, if any, is included in the mortality and
expense risk charge. See “Death Benefit.”
		5	We currently do not impose this charge under Texas K-12 contracts; however, we
			reserve the right to charge up to 0.25% annually.
		6	We only impose this charge under some contracts. See “Fees.”

*State premium taxes (which currently range from 0% to 4% of premium payments) may apply, but are not reflected
in the fee tables or examples. See “Fees - Premium and Other Taxes.”


PRO.167680-10	6

The next item shows the minimum and maximum total operating expenses charged by the funds that you may pay periodically during the time that you own the contract. The minimum and maximum expenses listed below are based on expenses for the funds’ most recent fiscal year ends without taking into account any fee waiver or expense reimbursement arrangements that may apply. More detail concerning each fund’s fees and expenses is contained in the prospectus for each fund.


	*Applicable to Texas K-12*				*Applicable to All Other*
	*Contracts*				*Contracts*

	Minimum		Maximum		Minimum		Maximum
*Total Annual Fund Operating Expenses*
(expenses that are deducted from fund assets,
including management fees, distribution (12b-1)	0.26	%	1.30	%	0.26	%	1.87	%
and/or service fees, and other expenses)

*Examples*

The following Examples are intended to help you compare the cost of investing in the contract with the cost of investing in other variable annuity contracts. For each type of contract, these costs include maximum contract holder transaction expenses, maximum maintenance fees (converted to a percentage of assets equal to 0.379%), maximum separate account annual expenses, and fund fees and expenses applicable to that type of contract.

Example 1:The following Examples assume that you invest $10,000 in the contract for the time periods indicated. The Examples also assume that your investment has a 5% return each year and assume themaximumfees and expenses of any of the funds. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:


		(A) If you withdraw your entire account									(B) If you do not withdraw your entire
		value at the end of the applicable time period:									account value or if you select an income
											phase payment option at the end of the
											*applicable time period:**

		1	Year		3 Years		5 Years		10 Years		1	Year		3 Years		5 Years		10 Years

Applicable to
Texas K-12	$	947		$	1,455	$	1,981	$	3,128	$	283		$	868	$	1,479	$	3,128
contracts

Applicable to
all other	$	907		$	1,733	$	2,470	$	4,205	$	402		$	1,218	$	2,050	$	4,205
contracts

This example will not apply if during the income phase a nonlifetime payment option is elected with variable payments and a lump-sum payment is requested within a certain number of years as specified in the contract. In that case, the lump-sum payment is treated as a withdrawal during the accumulation phase and may be subject to an early withdrawal charge. (Refer to Example A.)

PRO.167680-10

Example 2:The following Examples assume that you invest $10,000 in the contract for the time periods indicated. The Examples also assume that your investment has a 5% return each year and assume theminimumfees and expenses of any of the funds. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

(A) If you withdraw your entire account value at the end of the applicable time period:

(B) If you do not withdraw your entire account value or if you select an income phase payment option at the end of the applicable time period*:


		1	Year		3 Years		5 Years		10 Years		1	Year		3 Years		5 Years		10 Years

Applicable to Texas
K-12 contracts	$	850		$	1,159	$	1,482	$	2,073	$	179		$	554	$	954	$	2,073

Applicable to all
other contracts	$	755		$	1,285	$	1,730	$	2,725	$	242		$	745	$	1,275	$	2,725

Fees Deducted by the Funds

Fund Fee Information.The fund prospectuses show the investment advisory fees, 12b-1 fees and other expenses including service fees (if applicable) charged annually by each fund. See the “Fees” section of this prospectus, and the fund prospectuses, for further information. Fund fees are one factor that impact the value of a fund share. To learn about additional factors, refer to the fund prospectuses.

The Company 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 may also receive additional compensation from certain funds for administrative, recordkeeping or other services provided by the Company to the funds or the funds’ affiliates. These additional payments may also be used by the Company to finance distribution. These additional payments are made by the funds or the funds’ affiliates to the Company and do not increase, directly or indirectly, the fund fees and expenses. See “Fees - Fund Fees and Expenses” for additional information.

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 “Fees - Fund Fees and Expenses” for additional information.

How Fees are Deducted.Fees are deducted from the value of the fund shares on a daily basis, which in turn affects the value of each subaccount that purchases fund shares.

PRO.167680-10

CONDENSED FINANCIAL INFORMATION

Understanding Condensed Financial Information.As of~~October~~__November 19, 2010, we had not begun

selling the contracts and the subaccounts did not have any assets attributable to the contracts. Therefore, no

condensed financial information is presented herein.

Financial Statements.The statements of assets and liabilities, the statements of operations, the statements of

changes in net assets and the related notes to financial statements for Variable Annuity Account C and the

consolidated financial statements and the related notes to financial statements for ING Life Insurance and Annuity

Company are located in the Statement of Additional Information.

VARIABLE ANNUITY ACCOUNT C

We established the separate account under Connecticut Law in 1976 as a continuation of the separate account

established in 1974 under Arkansas law by Aetna Variable Annuity Life Insurance Company. The separate account

was established as a segregated asset account to fund variable annuity contracts. The separate account is registered

as a unit investment trust under the Investment Company Act of 1940 (the “1940 Act”). It also meets the definition

of “separate account” under the federal securities laws.

The separate account is divided into “subaccounts.” Each subaccount invests directly in shares of a corresponding

fund.

Although we hold title to the assets of the separate account, such assets are not chargeable with the liabilities of any

other business that we conduct. Income, gains or losses of the separate account are credited to or charged against the

assets of the separate account without regard to other income, gains or losses of ING Life Insurance and Annuity

Company. All obligations arising under the contracts are obligations of ING Life Insurance and Annuity Company.

All guarantees and benefits provided under the contracts are subject to the claims paying ability of the company and

our general account.

THE COMPANY

ING Life Insurance and Annuity Company issues the contracts described in this prospectus and is responsible for

providing each contract’s insurance and annuity benefits. All guarantees and benefits provided under the contracts

are subject to the claims paying ability of the company and our general account. We are a direct, wholly owned

subsidiary of Lion Connecticut Holdings Inc.

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. (“ING”), a global financial institution active in the fields of

insurance, banking and asset management. Through a merger, our operations include the business of Aetna Variable

Annuity Life Insurance Company (formerly known as Participating Annuity Life Insurance Company, an Arkansas

life insurance company organized in 1954). Prior to January 1, 2002, the Company was known as Aetna Life

Insurance and Annuity Company.

As part of a restructuring plan approved by the European Commission, ING has agreed to separate its banking and

insurance businesses by 2013. ING intends to achieve this separation over the next four years by divestment of its

insurance and investment management operations, including the Company. ING has announced that it will explore

all options for implementing the separation including initial public offerings, sales or a combination thereof.

We are engaged in the business of issuing life insurance and annuities.

Our principal executive offices are located at:

One Orange Way

Windsor, Connecticut 06095-4774

Regulatory Developments - the Company and the Industry.As with many financial services companies, the

Company and its affiliates have received informal and formal requests for information from various state and federal

governmental agencies and self-regulatory organizations in connection with inquiries and investigations of the

products and practices of the financial services industry. In each case, the Company and its affiliates have been and

are providing full cooperation.


PRO.167680-10	9

Insurance and Retirement Plan Products and Other Regulatory Matters.Federal and state regulators and self-

regulatory agencies are conducting broad inquiries and investigations involving the insurance and retirement

industries. These initiatives currently focus on, among other things, compensation, revenue sharing, and other sales

incentives; potential conflicts of interest; sales and marketing practices (including sales to seniors); specific product

types (including group annuities and indexed annuities); product administrative issues; and disclosure. The

Company and certain of its U.S. affiliates have received formal and informal requests in connection with such

investigations, and have cooperated and are cooperating fully with each request for information. Some of these

matters could result in regulatory action involving the Company.

These initiatives also may result in new legislation and regulation that could significantly affect the financial

services industry, including businesses in which the Company is engaged.

In light of these and other developments, U.S. affiliates of ING, including the Company, periodically review

whether modifications to their business practices are appropriate.

Investment Product Regulatory Issues.Since 2002, there has been increased governmental and regulatory activity

relating to mutual funds and variable insurance products. This activity has primarily focused on inappropriate

trading of fund shares; directed brokerage; compensation; sales practices, suitability, and supervision; arrangements

with service providers; pricing; compliance and controls; adequacy of disclosure; and document retention.

In addition to responding to governmental and regulatory requests on fund trading issues, ING management, on its

own initiative, conducted, through special counsel and a national accounting firm, an extensive internal review of

mutual fund trading in ING insurance, retirement, and mutual fund products. The goal of this review was to identify

any instances of inappropriate trading in those products by third parties or by ING investment professionals and

other ING personnel.

The internal review identified several isolated arrangements allowing third parties to engage in frequent trading of

mutual funds within the variable insurance and mutual fund products of certain affiliates of the Company, and

identified other circumstances where frequent trading occurred despite measures taken by ING intended to combat

market timing. Each of the arrangements has been terminated and disclosed to regulators, to the independent trustees

of ING Funds (U.S.) and in Company reports previously filed with the SEC pursuant to the Securities Exchange Act

of 1934, as amended.

Action has been or may be taken with respect to certain ING affiliates before investigations relating to fund trading

are completed. The potential outcome of such action is difficult to predict but could subject certain affiliates to

adverse consequences, including, but not limited to, settlement payments, penalties, and other financial liability. It is

not currently anticipated, however, that the actual outcome of any such action will have a material adverse effect on

ING or ING’s U.S. based operations, including the Company.

Product Regulation.Our products are subject to a complex and extensive array of state and federal tax, securities

and insurance laws, and regulations, which are administered and enforced by a number of governmental and self-

regulatory authorities, including state insurance regulators, state securities administrators, the SEC, the Financial

Industry Regulatory Authority (“FINRA”), the Department of Labor and the Internal Revenue Service (“IRS”). For

example, U.S. federal income tax law imposes certain requirements relating to product design, administration and

investments that are conditions for beneficial tax treatment of such products under the Tax Code.See “Tax

Considerations” for further discussion of some of these requirements.Failure to administer certain product

features could affect such beneficial tax treatment. In addition, state and federal securities and insurance laws

impose requirements relating to insurance product design, offering and distribution and administration. Failure to

meet any of these complex tax, securities, or insurance requirements could subject the Company to administrative

penalties imposed by a particular governmental or self regulatory authority and unanticipated claims and costs

associated with remedying such failure. Additionally, such failure could harm the Company’s reputation, interrupt

the Company’s operations or adversely impact profitability.


PRO.167680-10	10


INVESTMENT OPTIONS

The contract offers variable investment options and fixed interest options. When we establish your account(s), the
contract holder, or you if permitted by the plan, instructs us to direct account dollars to any of the available options.

Variable Investment Options.These options are called subaccounts, which are within the separate account.
Earnings on amounts invested in a subaccount will vary depending upon the performance and fees of its underlying
fund. You do not invest directly in or hold shares of the funds.

>	Fund Descriptions.We provide brief descriptions of the funds in Appendix V. Please refer to the fund
	prospectuses for additional information. Fund prospectuses may be obtained, free of charge, from the address
	and telephone number listed in “Contract Overview - Questions: Contacting the Company,” by accessing the
	SEC’s website or by contacting the SEC Public Reference Branch.

Fixed Interest Options.For descriptions of the fixed interest options, see Appendices I, II and III and the
Guaranteed Accumulation Account prospectus. The Guaranteed Accumulation Account prospectus may be obtained
free of charge at the address and telephone number listed in “Contract Overview - Questions: Contacting the
Company,” by accessing the SEC’s website or by contacting the SEC Public Reference Branch.

*Selecting Investment Options* •Choose options appropriate for you.Your local representative can help you evaluate which subaccounts or fixed interest options may be appropriate for your financial goals. •Understand the risks associated with the options you choose.Some subaccounts invest in funds that are considered riskier than others. Funds with additional risks are expected to have a value that rises and falls more rapidly and to a greater degree than other funds. For example, funds investing in foreign or international securities are subject to additional risks not associated with domestic investments, and their performance may vary accordingly. Also, funds using derivatives in their investment strategy may be subject to additional risks. •Be informed.Read this prospectus, the fund prospectuses, fixed interest option appendices and the Guaranteed Accumulation Account prospectus.










Limits on Option Availability.Some subaccounts and fixed interest options may not be available through certain
contracts and plans or in some states. For example, some subaccounts may be unavailable in a particular state due to
state law limits on total aggregate charges applicable to investment options offered. Your plan sponsor may also
have selected a subset of variable and/or fixed interest options to be available for investment under your plan. We
may add, withdraw or substitute investment options subject to the conditions in the contract and in compliance with
regulatory requirements. In the case of a substitution, the new fund may have different fees and charges than the
fund it replaced.

Limits on Number of Options Selected.Generally, the contract holder, or you if permitted by the plan, may select
no more than 18 investment options at one time during the accumulation phase of your account. If you have an
outstanding loan (available to 403(b) and some 401, and 457(b) plans only), you may currently make a total of 18
cumulative selections over the life of the account. Each subaccount, the Fixed Account, Fixed Plus Account II, and
each classification of the Guaranteed Accumulation Account selected counts toward these limits. Thus, if you have a
loan on the account, each investment option in which you have invested counts toward the limit, even after the full
value is transferred to other investment options.

Additional Risks of Investing in the Funds

Insurance-Dedicated Funds(Mixed and Shared Funding).Some of the funds described in this prospectus are
available only to insurance companies for their variable contracts (or directly to certain retirement plans, as allowed
by the Tax Code). Such funds are often referred to as “insurance-dedicated funds,” and are used for “mixed” and
“shared” funding.

“Mixed funding” occurs when shares of a fund, which the subaccount buys for variable annuity contracts, are bought
for variable life insurance contracts issued by us or other insurance companies.

“Shared funding” occurs when shares of a fund, which the subaccount buys for variable annuity contracts, are also
bought by other insurance companies for their variable annuity contracts.

>	Mixed - bought for annuities and life insurance
>	Shared - bought by more than one company


PRO.167680-10	11


Public Funds.The following funds, which the subaccounts buy for variable annuity contracts, are also available to
the general public:

Alger Green Fund		EuroPacific Growth Fund^®
American Century^®Inflation-Adjusted Bond Fund		Fundamental Investors^SM
American Mutual Fund^®		Invesco Mid Cap Core Equity Fund
Ariel Fund		Parnassus Equity Income Fund
Artisan International Fund		Templeton Global Bond Fund
Aston/Optimum Mid Cap Fund		The Growth Fund of America^®
Columbia Mid Cap Value Fund

See “Tax Considerations - Section 403(b) and Roth 403(b) Tax-Deferred Annuities” for a discussion of investment
in one of the public funds under a 403(b) or Roth 403(b) annuity contracts.

Possible Conflicts of Interest.With respect to the insurance-dedicated funds and the public funds, it is possible that
a conflict of interest may arise due to mixed and shared funding, a change in law affecting the operations of variable
annuity separate accounts, differences in the voting instructions of the contract holder and others maintaining a
voting interest in the funds, or some other reason. Such a conflict could adversely impact the value of a fund. For
example, if a conflict of interest occurred and one of the subaccounts withdrew its investment in a fund, the fund
may be forced to sell its securities at disadvantageous prices, causing its share value to decrease. Each insurance-
dedicated fund’s board of directors or trustees will monitor events in order to identify any material irreconcilable
conflicts that may arise and to determine what action, if any, should be taken to address such conflicts. With respect
to both the public funds and the insurance-dedicated funds, in the event of a conflict, the Company will take any
steps necessary to protect contract holders and annuitants maintaining a voting interest in the funds, including the
withdrawal of the separate account from participation in the funds that are involved in the conflict.

TRANSFERS

Transfers Among Investment Options.During the accumulation phase and the income phase, the contract holder,
or you if permitted by the plan, may transfer amounts among investment options. Transfers from fixed interest
options are restricted as outlined in Appendices I, II and III. Transfers may be requested in writing, by telephone or,
where available, electronically. Transfers must be made in accordance with the terms of the contract.

Value of Transferred Dollars.The value of amounts transferred in or out of subaccounts will be based on the
subaccount unit values next determined after we receive your request in good order at the address listed in “Contract
Overview - Questions: Contacting the Company,” or if you are participating in the dollar cost averaging or account
rebalancing programs, after your scheduled transfer or reallocation.

Telephone and Electronic Transfers: Security Measures.To prevent fraudulent use of telephone or electronic
transactions (including, but not limited to, internet transactions), we have established security procedures. These
include recording calls on our toll-free telephone lines and requiring use of a personal identification number (PIN) to
execute transactions. You are responsible for keeping your PIN and account information confidential. If we fail to
follow reasonable security procedures, we may be liable for losses due to unauthorized or fraudulent telephone or
other electronic transactions. We are not liable for losses resulting from following telephone or electronic
instructions we believe to be genuine. If a loss occurs when we rely on such instructions, you will bear the loss.

Limits on Frequent or Disruptive Transfers

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 costs;
•	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.


PRO.167680-10	12


Excessive Trading Policy.We and the other members of the ING family of companies 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 1940 Act.

We actively monitor fund transfer and reallocation activity within our variable insurance 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.

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 “round-trip”). 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 round-trip
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 Customer 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.


PRO.167680-10	13

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.

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.

The Dollar Cost Averaging Program.Certain contracts allow you to participate in our dollar cost averaging

program. There is no additional charge for this service. Dollar cost averaging is a system for investing that buys

fixed dollar amounts of an investment at regular intervals, regardless of price. Our program transfers, at regular

intervals, a fixed dollar amount to one or more subaccounts that you select. Dollar cost averaging neither ensures a

profit nor guarantees against loss in a declining market. You should consider your financial ability to continue

purchases through periods of low price levels. For additional information about this program, contact your local

representative or call the Company at the number listed in “Contract Overview - Questions: Contacting the

Company.”


PRO.167680-10	14


Dollar cost averaging is not available to participants in the account rebalancing program. Subaccount reallocations
or changes outside of the dollar cost averaging may affect the program. Changes such as fund mergers, substitutions,
or closures may also affect the program.

The Account Rebalancing Program.Under some contracts you may participate in account rebalancing. Account
rebalancing allows you to reallocate your account value to match the investment allocations you originally selected.
Only account values invested in the subaccounts may be rebalanced. We automatically reallocate your account value
annually (or more frequently as we allow). Account rebalancing neither ensures a profit nor guarantees against loss
in a declining market. There is no additional charge for this program. If available under your contract, you may elect
the account rebalancing program electronically at www.ingretirementplans.com, or by completing and submitting an
account rebalancing form.

Account rebalancing is not available if you elect to participate in the dollar cost averaging program. Subaccount
reallocations or changes outside of the account rebalancing program may affect the program. Changes such as fund
mergers, substitutions, or closures may also affect the program.

CONTRACT PURCHASE AND PARTICIPATION

Contracts Available for Purchase.The contracts available for purchase are group deferred annuity contracts that
the Company offers in connection with plans established by eligible organizations under Tax Code sections 401(a),
401(k), 403(b) and 457, including Roth 403(b) and Roth 401(k) plans.

When considering whether to purchase or participate in the contract, you should consult with your financial
representative about your financial goals, investment time horizon and risk tolerance.

ERISA Notification.Some plans under Sections 401 and 403(b) are subject to Title I of the Employee Retirement
Income Security Act of 1974 (“ERISA”), as amended. The contract holder must notify the Company whether Title I
of ERISA applies to the plan.

Use of an Annuity Contract in your Plan.Under the federal tax laws, earnings on amounts held in annuity
contracts are generally not taxed until they are withdrawn. However, in the case of a qualified retirement account
(such as a 401(a), 401(k), Roth 401(k), 403(b), Roth 403(b), or 457(b) plan), an annuity contract is not necessary to
obtain this favorable tax treatment and does not provide any tax benefits beyond the deferral already available to the
tax qualified account itself. Annuities do provide other features and benefits (such as the guaranteed death benefit
under some contracts or the option of lifetime income phase options at established rates) that may be valuable to
you. You should discuss your alternatives with your financial representative taking into account the additional fees
and expenses you may incur in an annuity.

Purchasing the Contract

1.	The contract holder submits the required forms and application to the Company.
2.	We approve the forms and issue a contract to the contract holder.

Participating in the Contract

1.	We provide you with enrollment materials for completion and return to us (occasionally enrollment is
	conducted by someone unaffiliated with us who is assisting the contract holder).
2.	If your enrollment materials are complete and in good order, we establish one or more accounts for you. Under
	certain plans we establish an employee account for contributions from your salary and an employer account for
	employer contributions. We may also establish Roth 403(b) and Roth 401(k) accounts.

Acceptance or Rejection.We must accept or reject an application or your enrollment materials within two business
days of receipt. If the forms are incomplete, we may hold any forms and accompanying purchase payments for five
business days, unless you consent to our holding them longer. Under limited circumstances, we may also agree, for a
particular plan, to hold purchase payments for longer periods with the permission of the contract holder. If we agree
to do this, we will deposit the purchase payments in the ING Money Market Portfolio subaccount until the forms are
completed (or for a maximum of 105 days). If we reject the application or enrollment, we will return the forms and
any purchase payments.


PRO.167680-10	15


Methods of Purchase Payment.The contract may allow one or more of the following purchase payment methods:

>		Lump-sum payments: A one time payment to your account in the form of a transfer from a previous contract or
		plan; and/or
>		Installment payments: More than one payment made over time to your account.

The plan and the contract may have certain rules or restrictions that apply to use of these two methods. For example,
we may require that installment payments meet certain minimums. We may place the different types of payments in
distinct accounts.

Contributions to Roth 403(b) or Roth 401(k) accounts must be made by after-tax salary reduction, exchange, or
rollover payments (to the extent allowed by the contract) paid to us on your behalf, as permitted by the Tax Code
and the plan. Roth 403(b) and Roth 401(k) contributions will be placed in distinct accounts.

Allocation of Purchase Payments.The contract holder or you, if the contract holder permits, directs us to allocate
initial contributions to the investment options available under the plan. Generally, you will specify this information
on your enrollment materials. After your enrollment, changes to allocations for future purchase payments or transfer
of existing balances among investment options may be requested in writing and, where available, by telephone or
electronically at www.ingretirementplans.com. Allocations must be in whole percentages, and there may be
limitations on the number of investment options that can be selected. See “Investment Options” and “Transfers.”

Transfer Credits.The Company provides a transfer credit in some cases on transferred assets, as defined by the
Company, subject to certain conditions and state approvals. This benefit is provided on a nondiscriminatory basis. If
a transfer credit is due under the contract, you will be provided with additional information specific to the contract.

Election of a transfer credit may impact the mortality and expense risk charge and the credited interest rate under
certain fixed interest options. See “Fees” and “Appendix II - Fixed Plus Account II.”

Tax Code Restrictions.The Tax Code places some limitations on contributions to your account. See “Tax
Considerations.”

Factors to Consider in the Purchase Decision.The decision to purchase or participate in the contracts should be
discussed with your financial representative. Make sure that you understand the investment options it provides, its
other features, the risks and potential benefits you will face, and the fees and expenses you will incur when, together
with your financial representative, you consider an investment in the contract. You should pay attention to the
following issues, among others:

1	.	Long-Term Investment- This contract is a long-term investment, and is typically most useful as part of a
		personal retirement plan. Early withdrawals may be restricted by the Tax Code or your plan or may expose you
		to early withdrawal charges or tax penalties. The value of deferred taxation on earnings grows with the amount
		of time funds are left in the contract. You should not participate in this contract if you are looking for a short-
		term investment or expect to need to make withdrawals before you are 59½.
2	.	Investment Risk- The value of investment options available under this contract may fluctuate with the markets
		and interest rates. You should not participate in this contract in order to invest in these options if you cannot risk
		getting back less money than you put in.
3	.	Features and Fees- The fees for this contract reflect costs associated with the features and benefits it provides.
		As you consider this contract, you should determine the value that these various benefits and features have for
		you, given your particular circumstances, and consider the charges for those features.
4	.	Exchanges- Replacing an existing insurance contract with this contract may not be beneficial to you. If this
		contract will be a replacement for another annuity contract or mutual fund option under the plan, you should
		compare the two options carefully, compare the costs associated with each, and identify additional benefits
		available under this contract. You should consider whether these additional benefits justify incurring a new
		schedule of early withdrawal charges or any increased charges that might apply under this contract. Also, be
		sure to talk to a qualified financial professional or tax adviser to make sure that the exchange will be handled so
		that it is tax-free.


PRO.167680-10	16


Other Products.We and our affiliates offer various other products with different features and terms than these
contracts, which may offer some or all of the same funds. These products have different benefits, fees and charges,
and may offer different share classes of the funds offered in this contract that are less expensive. These other
products may or may not better match your needs. You should be aware that there are alternative options available,
and, if you are interested in learning more about these other products, contact your registered representative. These
alternative options may not be available under your plan.

CONTRACT OWNERSHIP AND RIGHTS

Who Owns the Contract?The contract holder. This is the person or entity to whom we issue the contract.

Who Owns Money Accumulated Under the Contract?

>	Under Governmental 457(b) Plans.The Tax Code requires that 457(b) plan assets of governmental employers
	be held in trust for the exclusive benefit of you and your beneficiaries. An annuity contract satisfies the trust
	requirement of the Tax Code.
>	Under Tax-Exempt 457(b) Plans.In order to avoid being subject to ERISA, 457(b) plan assets of tax-exempt
	employers (including certain nonqualified, church-controlled organizations) remain the property of the
	employer, and are subject to the claims of the employer’s general creditors.
>	Under 401(a), 401(k), Roth 401(k), 403(b), or Roth 403(b) Plans.Under the contract, we may establish one
	or more accounts for you. Generally, we establish an employee account to receive salary reduction and rollover
	amounts and an employer account to receive employer contributions. You have the right to the value of your
	employee account and any employer account to the extent you are vested as interpreted by the contract holder.

Who Holds Rights Under the Contract?

The terms of the annuity contract will determine who holds rights under the contracts.

>	Under some contracts, the contract holder holds all rights under the contract, but may permit you to exercise
	some of those rights. For example, the contract holder may allow you to choose investment options.
>	Under other contracts, including most group contracts issued through a voluntary 403(b) or Roth 403(b) plan,
	you generally hold all rights under the contract and may make elections for your accounts. However, pursuant
	to Treasury Department regulations that were generally effective on January 1, 2009, the exercise of certain of
	these rights may require the consent and approval of the plan sponsor or its delegate. See “Tax Considerations -
	Section 403(b) and Roth 403(b) Tax-Deferred Annuities.”

For additional information about the respective rights of the contract holder and participants, see Appendix IV.

RIGHT TO CANCEL

When and How to Cancel.If the contract holder chooses to cancel a contract, we must receive the contract and a
written notice of cancellation within 10 days (or a longer period if required by state law) after the contract holder’s
receipt of the contract.

If you wish to cancel participation in the contract and are allowed to do so under the contract and the plan, you must
send the document evidencing your participation and a written notice of cancellation to the Company within 10 days
after you receive confirmation of your participation in the contract.

Refunds.We will produce a refund no later than seven calendar days after we receive the required documents and
written notice in good order at the address listed in “Contract Overview - Questions: Contacting the Company.” The
refund will equal amounts contributed to the contract or account(s), as applicable, plus any earnings or less any
losses attributable to the investment options in which amounts were invested. Any mortality and expense risk
charges and administrative expense charges (if any) deducted during the period you held the contract will not be
returned. We will not deduct an early withdrawal charge, nor apply a market value adjustment to any amounts you
contributed to the Guaranteed Accumulation Account. In certain states, we are required to refund contributions.
When a refund of contributions is not required, the investor bears any investment risk.


PRO.167680-10	17


		FEES

Types of Fees		The following repeats and adds to information provided in the “Fee Table”
		section. Please review both this section and the “Fee Table” section for
You may incur the following		information on fees.
types of fees under the
contract:		*I. Maximum Transaction Fees*
>Maximum Transaction
Fees		*Early Withdrawal Charge*
•	Early Withdrawal
	Charge	Withdrawals of all or a portion of your account value may be subject to a
•	Annual Maintenance	charge. In the case of a partial withdrawal where you request a specific dollar
	Fee	amount, the amount withdrawn from your account will be the amount you
•	Redemption Fees	specified plus adjustment for any applicable early withdrawal charge.
>Fees Deducted from the
Subaccounts		Purpose:This is a deferred sales charge. It reimburses us for some of the sales
•	Mortality and Expense	and administrative expenses associated with the contract. If our expenses are
	Risk Charge	greater than the amount we collect for the early withdrawal charge, we may use
•	Administrative Expense	any of our corporate assets, including potential profit that may arise from the
	Charge	mortality and expense risk charges, to make up the difference.

>Fund Fees and Expenses		Amount:This charge is a percentage of the amount that you withdraw from
>Premium and Other Taxes		the subaccounts, the Fixed Account and the Guaranteed Accumulation
		Account. We do not deduct an early withdrawal charge from amounts that you
Terms to Understand in the		withdraw from the Fixed Plus Account II. The percentage is determined by the
Early Withdrawal		early withdrawal charge schedule that applies to your individual account. Some
Schedules		of these schedules are listed below.

>Account Year - a 12-		Early Withdrawal Charge Schedules.You may determine which schedule
month period measured		applies to you by consulting your certificate or the contract (held by the
from the date we establish		contract holder).
your account, or measured
from any anniversary of		Schedule I.This is the maximum early withdrawal charge schedules that may
that date.		apply to contracts other than Texas K-12 contracts. It grades down to zero over
>Contract Year - a 12-		a 10-year period, as shown on the next page. Some contracts have schedules
month period measured		that grade down to zero over fewer than 10 years.
from the date we establish
the contract, or measured		Each contract will specify whether a schedule is based on one of the following:
from any anniversary of
that date.		(1	)	The number of years since the individual account was established; or
		(2	)	The number of years since the contract was established.

		Unless the contract provides otherwise, the same schedule applies to
		installment purchase payments (ongoing contributions), single purchase
		payments (rollovers, exchanges or other one-time contributions), as well as
Roth 403(b) and Roth 401(k) contributions.


Schedule I

Account Years or Contract
Years (depending upon the
contract)	Early Withdrawal Charge
Fewer than 5	5	%
5 or more but fewer than 7	4	%
7 or more but fewer than 9	3	%
9 or more but fewer than 10	2	%
10 or more	0	%


PRO.167680-10	18

Texas K-12 Contracts.The following schedule applies to Texas K-12 contracts.


Account Years	Early Withdrawal Charge
Fewer than 1	7.0	%
1 or more but fewer than 2	6.5	%
2 or more but fewer than 3	6.0	%
3 or more but fewer than 4	5.5	%
4 or more but fewer than 5	5.0	%
5 or more but fewer than 6	4.5	%
6 or more but fewer than 7	4.0	%
7 or more but fewer than 8	3.5	%
8 or more but fewer than 9	3.0	%
9 or more but fewer than 10	2.0	%
10 or more	0.0	%

Reduction for Certain New York Contracts.The State of New York requires a reduced early withdrawal charge schedule, as follows:


Completed Account Years	Early Withdrawal Charge
Fewer than 3	5	%
3 or more but fewer than 4	4	%
4 or more but fewer than 5	3	%
5 or more but fewer than 6	2	%
6 or more but fewer than 7	1	%
7 or more	0	%


Early Withdrawal Charge Waivers under all Contracts.These apply to all contracts. Also read the following
two subsections regarding additional waivers, reductions or elimination of the charge.

The charge is waived for portions of a withdrawal that are:

>	Used to purchase income phase payments;
>	Used to purchase a single premium immediate annuity or certain individual retirement annuities issued by the
	Company or one of its affiliates, provided that the right to cancel under the new contract is not exercised;*
>	Made under a systematic distribution option;
>	Made because the Company terminated the account under the circumstances described in “Other Topics -
	Account Termination;
>	Paid where your account value is $5,000 or less (or, if applicable, as otherwise allowed by your plan for lump-
	sum cash-outs without participant consent), and no amounts have been withdrawn, used to provide income
	phase payments, or taken as a loan within the prior 12 months**;
>	Due to your death before income phase payments begin;
>	Made to a participant who is separated from service, when certified by the employer;
>	Due to financial hardship (for 401(a), 401(k), 403(b), Roth 401(k) and Roth 403(b) plans) or unforeseeable
	emergency (for 457(b) plans) as defined in the Tax Code;
>	Due to the transfer or exchange of your account value to another contract issued by the Company for your plan,
	subject to various conditions agreed to by the Company; provided that the right to cancel under the new contract
	is not exercised;
>	For a transfer or exchange to a Company Code Section 403(b)(7) custodial account, subject to the restrictions
	set forth in Code Section 403(b)(7)(A)(ii), and subject to various conditions agreed to by the Company.

*	If you cancel the new contract, we will reinstate the account under the old contract and the amount returned to
	the account from the new contract may then be withdrawn, subject to any early withdrawal charge that would
	have applied at the time the new contract was established.

**	$5,000 limit may be lower if required by your state.


PRO.167680-10	19


Early Withdrawal Charge Waivers under Certain Contracts.To find out which waivers apply to the contract
issued in connection with your plan, consult the certificate or the contract (held by the contract holder). This charge
may be waived for portions of a withdrawal that are:

>	Withdrawn from contracts used with plans under section 401(a)/401(k), 403(b), Roth 401(k), or Roth 403(b) of
	the Tax Code, if the withdrawal is less than or equal to 10% of your account value and is the first partial
	withdrawal in a calendar year;*
>	Made for the purposes of taking a loan taken in accordance with the terms of the plan, subject to conditions
	agreed to by the contract holder and the Company in writing;
>	To purchase permissive past service credit under a governmental defined benefit plan;
>	Due to your disability as defined by the Tax Code, if the withdrawal is paid directly to you and certified by your
	employer, and the amount paid for all withdrawals due to disability during the previous 12 months does not
	exceed 20% of the average value of all individual accounts under the contract during that period;
>	In-service distributions permitted by certain 401(a) and 457(b) governmental plans, when certified by the
	employer.

* To qualify for this waiver you must be between the ages of 59½ and 70½ and cannot have elected the systematic
	withdrawal option; any outstanding loans are not included in the account value when calculating the 10% amount;
	and this waiver does not apply to full withdrawals or to a withdrawal due to a loan default.

Reduction, Waiver or Elimination.In addition to the specific waivers described above, we may reduce, waive or
eliminate the early withdrawal charge for a particular plan. Any such reduction will reflect the differences we expect
in distribution costs or services meant to be defrayed by this charge. Factors we consider for a reduction include, but
are not limited to, the following:

>	The number of participants under the plan;
>	The type and nature of the group to which a contract is issued;
>	The expected level of assets and/or cash flow under the plan;
>	Our agent’s involvement in sales activities;
>	Our sales-related expenses;
>	Distribution provisions under the plan;
>	The plan’s purchase of one or more other variable annuity contracts from us and the features of those contracts;
>	The level of employer involvement in determining eligibility for distributions under the contract;
>	Our assessment of financial risk to the Company relating to withdrawals; and
>	Whether the contract results from the exchange of another contract issued by the Company to the same plan
	sponsor.

We will not reduce the early withdrawal charge in a manner that is unfairly discriminatory against any person.

We may also apply different early withdrawal charge provisions in contracts issued to certain employer groups or
associations that have negotiated the contract terms on behalf of their employees. We will offer any resulting early
withdrawal charge uniformly to all employees in the group.

*Annual Maintenance Fee*

Maximum Amount.$50.00

When/How.For those plans that have a maintenance fee, each year during the accumulation phase we deduct this
fee on your account anniversary. Under some contracts we may also deduct this fee annually on the anniversary of
the issue date of the contract, rather than on your account anniversary. It is deducted annually on a pro-rata basis
from your account value invested in the subaccounts and the fixed interest options. Under some plans we deduct the
maintenance fee from both employer and employee accounts, in which case we may deduct one-half the fee from
each account, pro-rata from your account value invested in the subaccounts and fixed interest options. We may also
deduct all or a portion of the maintenance fee from a Roth 403(b) or Roth 401(k) account. Under some plans, your
employer elects whether the fee is deducted from the employee account, employer account, or a portion from each.
The Company may send a bill to your employer at or prior to such deduction.

Purpose.This fee helps defray the administrative expenses we incur in establishing and maintaining your account.
It may also be used to defray plan administration costs that the Company has agreed to pay, if applicable.


PRO.167680-10	20


Increase, Reduction or Elimination.The maintenance fee may vary (be increased, reduced or eliminated), as
described in the contract. When a plan meets certain criteria, we may reduce, waive or eliminate the maintenance
fee. Factors we consider reflect differences in our level of administrative costs and services, such as:

>	The size, type and nature of the group to which a contract is issued;
>	Amount of contributions to the contract;
>	The expected level of assets under the plan (under some contracts, we may aggregate accounts under different
	contracts issued by the Company to the same contract holder);
>	The anticipated level of administrative expenses, such as billing for payments, producing periodic reports,
	providing for the direct payment of account charges rather than having them deducted from account values, and
	any other factors pertaining to the level and expense of administrative services we will provide; and
>	The number of eligible participants and the program’s participation rate.

Due to factors on which the maintenance fee is based, it is possible that it may increase, decrease, or be eliminated
from year to year as the characteristics of the group change.

We will not unfairly discriminate against any group if we increase, reduce or eliminate the maintenance fee. We will
make any increase, reduction, or elimination according to our own rules in effect at the time we approve the
application for a contract. We reserve the right to change these rules from time to time. Any increase will not result
in an Annual Maintenance Fee in excess of the maximum amount shown above and in the Fee Table.

*Redemption Fees*

Certain funds may deduct redemption fees as a result of withdrawals, transfers, or other fund transactions you
initiate. If applicable, we may deduct the amount of any redemption fees imposed by the underlying mutual funds as
a result of withdrawals, transfers or other fund transactions you initiate. Redemption fees, if any, are separate and
distinct from any transaction charges or other charges deducted from your account value. For a more complete
description of the funds’ fees and expenses, review each fund’s prospectus.

*II. Maximum Fees Deducted from the Subaccounts*

*Mortality and Expense Risk Charge*

Maximum Amount.1.50% annually of your account value invested in the subaccounts during the accumulation
phase; 1.25% annually of your account value invested in the subaccount during the income phase. See “The Income
Phase - Charges Deducted.” We may charge a different fee for different funds (but not beyond the maximum
amount). See your certificate or the contract (held by the contract holder).

When/How.This fee is deducted daily from the subaccounts. We do not deduct this fee from any fixed interest
option.

Purpose.This fee compensates us for the mortality and expense risks we assume under the contracts.

>	The mortality risks are those risks associated with our promise to make lifetime payments based on annuity
	rates specified in the contracts and our funding of the death benefits (including any guaranteed death benefits)
	and other payments we make to owners or beneficiaries of the accounts.
>	The expense risk is the risk that the actual expenses we incur under the contracts will exceed the maximum
	costs that we can charge.

If the amount we deduct for this fee is not enough to cover our mortality costs and expenses under the contracts, we
will bear the loss. We may use any excess to recover distribution costs relating to the contract and as a source of
profit. We expect to earn a profit from this fee.


PRO.167680-10	21


Reduction.We may reduce the mortality and expense risk charge from the maximum amount when the plan meets
certain criteria and we agree to the reduction with the contract holder in writing. Some contracts have a reduced
mortality and expense risk charge only during the accumulation phase of the account which then increases during
the income phase (but not beyond the maximum amount). Any reduction will reflect differences in expenses for
administration based on such factors as:

>	The expected level of assets under the plan (under some contracts, we may aggregate accounts under different
	contracts issued by the Company to the same contract holder);
>	The size of the prospective group, projected annual number of eligible participants and the program’s
	participation rate;
>	The plan design (for example, the plan may favor stability of invested assets and limit the conditions for
	withdrawals, loans and available investment options, which in turn lowers administrative expenses);
>	The frequency, consistency and method of submitting payments and loan repayments;
>	The method and extent of onsite services we provide and the contract holder’s involvement in service such as
	enrollment and ongoing participant services;
>	The contract holder’s support and involvement in the communication, enrollment, participant education and
	other administrative services;
>	The projected frequency of distributions;
>	The type and level of other factors that affect the overall administrative expense including expenses related to
	the contract or the plan, or the Company’s reimbursement of any portion of the costs of the plan’s third party
	administrator, if applicable;
>	Whether or not a transfer credit was selected by the plan sponsor; and
>	Whether or not a guaranteed death benefit was selected by the plan sponsor.

We will determine any reduction of the mortality and expense risk charge on a basis that is not unfairly
discriminatory according to our rules in effect at the time a contract application is approved. We reserve the right to
change these rules from time to time. Under some contracts we will reassess and increase or decrease this fee
annually. However, the charge that may apply to a given participant upon entry into the income phase will remain
fixed while the participant remains in that phase.

*Administrative Expense Charge*

Maximum Amount.0.25% annually of your account value invested in the subaccounts.

When/How.We reserve the right to charge an administrative expense charge of up to 0.25% annually of your
account value invested in the subaccounts. If charged, this fee is deducted daily from the subaccounts. We do not
deduct this charge from any fixed interest option. This fee may be assessed during the accumulation phase and/or the
income phase. If we are currently imposing this fee under the contract issued in connection with your plan when you
enter the income phase, the fee will apply to you during the entire income phase.

Purpose.This fee helps defray our administrative expenses that cannot be covered by the mortality and expense risk
charge described above. The fee is not intended to exceed our average expected cost of administering the contracts.
We do not expect to make a profit from this fee.

Reduction.Under some contracts, if we charge the administrative expense charge, we may reduce it from the
maximum when the plan meets certain criteria and we agree to the reduction with the contract holder, in writing.
The level of the fee may be reassessed and increased or decreased annually.

*III. Fund Fees and Expenses*

As shown in the fund prospectuses and described in the “Fee Table - Fees Deducted by the Funds” section of this
prospectus, 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 holder 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.


PRO.167680-10	22


Less expensive share classes of the funds offered through this contract may be available for investment outside of
this contract. You should evaluate the expenses associated with the funds available through this contract before
making a decision to invest.

The Company may receive substantial revenue from each of the funds or from 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.

Assets allocated to affiliated funds, meaning funds managed by Directed Services LLC or another Company
affiliate, generate the largest dollar amount of revenue for the Company. Affiliated funds may also be subadvised by
a Company affiliate or an unaffiliated third party. Assets allocated to unaffiliated funds, meaning funds managed by
an unaffiliated third party, generate lesser, but still substantial dollar amounts of revenue for the Company. The
Company expects to earn 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

The types of revenue received by the Company from affiliated funds may include:

•	A share of the management fee deducted from fund assets;

•	Service fees that are deducted from fund assets;

•	For certain share classes, compensation paid out of 12b-1 fees that are deducted from fund assets; and

•	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.

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. The Company receives additional amounts related to
affiliated funds in the form of intercompany payments from the fund’s investment adviser or the investment
adviser’s parent. These intercompany payments provide the Company with a financial inventive to offer affiliated
funds through the contract rather than unaffiliated funds.

Types of Revenue Received from Unaffiliated Funds

Revenue received from each of the unaffiliated funds or their affiliates is 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.

The types of revenue received by the Company or its affiliates from unaffiliated funds include:

•	For certain funds, compensation paid from 12b-1 fees or service fees that are deducted from fund assets; and

•	Additional payments for administrative, recordkeeping or other services that 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 do not increase directly or indirectly the fees and expenses
	shown in each fund prospectus. These additional payments may be used by us to finance distribution of the
	contract.


PRO.167680-10	23


These revenues are received as cash payments, and if the unaffiliated fund families currently offered through the
contract that made cash payments to us were individually ranked according to the total amount they paid to the
Company or its affiliates in 2009, in connection with the registered variable annuity contracts issued by the
Company, that ranking would be as follows:

1.	Fidelity Investments^®	6	.	American Century Investments
2.	American Funds^SM	7	.	Ariel Mutual Funds
3.	Franklin^®Templeton^®Investments	8	.	Alger Funds
4.	Columbia Wanger Asset Management	9	.	Artisan Funds
5.	Invesco AIM Investments

If the revenues received from the affiliated funds were taken into account when ranking the funds according to the
total dollar amount they paid to the Company or its affiliates in 2009, the affiliated funds would be first on the list.

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 opportunities to host due diligence meetings for representatives and wholesalers.

Certain funds may be structured as “fund of funds.” 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. These funds are affiliated funds, and the underlying funds in which they invest may be affiliated
as well. The fund prospectuses disclose the aggregate annual operating expenses of each portfolio and its
corresponding underlying fund or funds. These funds are identified in the investment option list on the front of this
prospectus.

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.See
also “Contract Distribution.”

*IV. Premium and Other Taxes*

Maximum Amount.Some states and municipalities charge a premium tax on annuities. These taxes currently range
from 0% to 4%, depending upon the jurisdiction.

When/How.We reserve the right to deduct a charge for premium taxes from your account value or from payments
to the account at any time, but not before there is a tax liability under state law. For example, we may deduct a
charge for premium taxes at the time of a complete withdrawal or we may reflect the cost of premium taxes in our
income phase payment rates when you commence income phase payments.

We will not deduct a charge for any municipal premium tax of 1% or less, but we reserve the right to reflect such an
expense in our annuity purchase rates.

In addition, the Company reserves the right to assess a charge for any federal taxes due against the separate account.
See “Tax Considerations.”


PRO.167680-10	24


YOUR ACCOUNT VALUE

During the accumulation phase, your account value at any given time equals:

>	Account dollars directed to the fixed interest options, including interest earnings to date;
>	Less any deductions from the fixed interest options (e.g., withdrawals, fees);
>	Plus the current dollar value of amounts held in the subaccounts, which takes into account investment
	performance and fees deducted from the subaccounts.

Subaccount Accumulation Units.When a fund is selected as an investment option, your account dollars invest in
“accumulation units” of the Variable Annuity Account C subaccount corresponding to that fund. The subaccount
invests directly in the fund shares. The value of your interests in a subaccount is expressed as the number of
accumulation units you hold multiplied by an “Accumulation Unit Value,” as described below, for each unit.

Accumulation Unit Value (AUV).The value of each accumulation unit in a subaccount is called the accumulation
unit value or AUV. The value of accumulation units varies daily in relation to the underlying fund’s investment
performance. The value also reflects deductions for fund fees and expenses, the mortality and expense risk charge,
and the administrative expense charge (if any). We discuss these deductions in more detail in “Fee Table” and
“Fees.”

Valuation.We determine the AUV every business day after the close of the New York Stock Exchange (NYSE)
(normally at 4:00 p.m. Eastern Time). At that time, we calculate the current AUV by multiplying the AUV last
calculated by the “net investment factor” of the subaccount. The net investment factor measures the investment
performance of the subaccount from one valuation to the next.

Current AUV = Prior AUV x Net Investment Factor

Net Investment Factor.The net investment factor for a subaccount between two consecutive valuations equals the
sum of 1.0000 plus the net investment rate.

Net Investment Rate.The net investment rate is computed according to a formula that is equivalent to the
following:

>	The net assets of the fund held by the subaccount as of the current valuation; minus
>	The net assets of the fund held by the subaccount at the preceding valuation; plus or minus
>	Taxes or provisions for taxes, if any, due to subaccount operations (with any federal income tax liability offset
	by foreign tax credits to the extent allowed);
>	Divided by the total value of the subaccount’s units at the preceding valuation;
>	Minus a daily deduction for the mortality and expense risk charge, the administrative expense charge, if any,
	and any other fees deducted daily from investments in the separate account. See “Fees.”

The net investment rate may be either positive or negative.


PRO.167680-10	25


Hypothetical Illustration.As a hypothetical illustration, assume that an investor contributes $5,000 to his account
and directs us to invest $3,000 in Fund A and $2,000 in Fund B. After receiving the contribution and following the
next close of business of the NYSE (normally at 4:00 p.m. Eastern Time), the applicable AUV’s are $10 for
Subaccount A, and $25 for Subaccount B. The investor’s account is credited with 300 accumulation units of
Subaccount A and 80 accumulation units of Subaccount B.

$5,000 contribution				Step 1:An investor contributes
	Step 1\|\|		$	5,000	.

ING Life Insurance and Annuity Company				Step 2:
				A. He directs us to invest $3,000 in
	Step 2\|\|			Fund A. His dollars purchase 300
				accumulation units of Subaccount
Variable Annuity Account C				A ($3,000 divided by the current
Subaccount A	Subaccount B	Etc.		$10 AUV)	.
300	80			B. He directs us to invest $2,000 in
accumulation	accumulation			Fund B. His dollars purchase 80
units	units			accumulation units of Subaccount
				B ($2,000 divided by the current
\|\|	Step 3\|\|			$25 AUV)	.

Fund A	Fund B			Step 3:The separate account then
				purchases shares of the applicable
				funds at the current market value
				(net asset value or NAV).

The fund’s subsequent investment performance, expenses and charges, and the daily charges deducted from the
subaccount, will cause the AUV to move up or down on a daily basis.

Purchase Payments to Your Account.If all or a portion of initial purchase payments are directed to the
subaccounts, they will purchase subaccount accumulation units at the AUV next computed after our acceptance of
the applicable application or enrollment forms, as described in “Contract Purchase and Participation.” Subsequent
purchase payments or transfers directed to the subaccounts that we receive in good order by the close of business of
the NYSE will purchase subaccount accumulation units at the AUV computed after the close of the NYSE on that
day. The value of subaccounts may vary day to day.


PRO.167680-10	26


WITHDRAWALS

Making a Withdrawal.Subject to limitations on withdrawals from the fixed			Taxes, Fees and Deductions
interest options and other restrictions (see “Withdrawal Restrictions” in this
section), the contract holder, or you if permitted by the plan, may withdraw all			Amounts withdrawn may be
or a portion of your account value at any time during the accumulation phase.			subject to one or more of the
			following:
Steps for Making a Withdrawal.The contract holder, or you if permitted by
the plan, must:			>	Early Withdrawal Charge.
				See “Fees - Early
				Withdrawal Charge”
>Select the withdrawal amount.			>	Market Value Adjustment.
•		Full Withdrawal: You will receive, reduced by any required tax, your		See Appendix I
		account value allocated to the subaccounts, the Guaranteed	>	Redemption Fees. See
		Accumulation Account (plus or minus any applicable market value		“Fees - Redemption Fees”
		adjustment) and the Fixed Account, minus any applicable early	>	Tax Penalty. See “Tax
		withdrawal charge, and redemption fees, plus the amount available for		Considerations”
		withdrawal from the Fixed Plus Account II.	>	Tax Withholding. See
•		Partial Withdrawal (Percentage or Specified Dollar Amount): You will		“Tax Considerations”
		receive, reduced by any required tax, the amount you specify, subject
		to the value available in your account. However, the amount actually	To determine which may
		withdrawn from your account will be adjusted by any applicable	apply, refer to the appropriate
		redemption fees, and by any applicable early withdrawal charge for	sections of this prospectus,
		amounts withdrawn from the subaccounts, the Guaranteed	contact your local
		Accumulation Account or the Fixed Account, and any positive or	representative or call the
		negative market value adjustments for amounts withdrawn from the	Company at the number listed
		Guaranteed Accumulation Account. The amount available from the	in “Contract Overview -
		Fixed Plus Account II may be limited.	Questions: Contacting the
			Company.”
For a description of limitations on withdrawals from the Fixed Plus
Account II, see Appendix II.

>Select investment options. If not specified, we will withdraw dollars in the
same proportion as the values you hold in the various investment options
from each investment option in which you have an account value.
>Properly complete a disbursement form and submit it to the address listed
in “Contract Overview - Questions: Contacting the Company.”

Calculation of Your Withdrawal.We determine your account value every
normal business day after the close of the NYSE (normally at 4:00 p.m.
Eastern Time). We pay withdrawal amounts based on your account value
either:

(1	)	As of the next valuation after we receive a request for withdrawal in good
		order at the address listed in “Contract Overview - Questions: Contacting
		the Company”; or
(2	)	On such later date as specified on the disbursement form.

Delivery of Payment.Payments for withdrawal requests will be made in
accordance with SEC requirements. Normally, we will send your payment not
later than seven calendar days following our receipt of your disbursement form
in good order.


PRO.167680-10	27


Reinstatement Privilege.Some contracts allow the one-time use of a reinstatement privilege. Within 30 calendar
days after a full withdrawal, if allowed by law and the contract, you may elect to reinstate all or a portion of the
proceeds. We must receive reinstated amounts within 60 days of the withdrawal. We will credit the account for the
amount reinstated based on the subaccount values next computed following our receipt of your request in good order
and the amount to be reinstated. We will credit the amount reinstated proportionally for maintenance fees and early
withdrawal charges imposed at the time of withdrawal. We will deduct from the amounts reinstated any maintenance
fee which fell due after the withdrawal and before the reinstatement. We will reinstate in the same investment
options and proportions in place at the time of withdrawal. Special rules apply to reinstatements of amounts
withdrawn from the Guaranteed Accumulation Account. See Appendix I. Seek competent advice regarding the tax
consequences associated with reinstatement.

Withdrawal Restrictions.Some plans may have other limits on withdrawals, other than or in addition to those
listed below.

>	Section 403(b)(11) of the Tax Code generally prohibits withdrawals under 403(b) contracts prior to your death,
	disability, attainment of age 59½, severance from employment, or financial hardship of the following:

	(1)	Salary reduction contributions made after December 31, 1988; and
	(2)	Earnings on those contributions and earnings on amounts held before 1989 and credited after
		December 31, 1988. Income attributable to salary reduction contributions and credited on or after
		January 1, 1989, may not be distributed in the case of hardship.

	Other withdrawals may be allowed as provided for under the Tax Code or regulations.

>	Effective January 1, 2009, 403(b) regulations impose restrictions on the distribution of 403(b) employer
	contributions under certain contracts. See “Tax Considerations of Qualified Contracts - Distributions - 403(b)
	Plans.”

>	401(k) plans generally prohibit withdrawal of salary reduction contributions and associated earnings prior to
	your death, disability, attainment of age 59½, severance from employment, or financial hardship.

>	The contract generally requires that the plan sponsor or its delegate certify that you are eligible for the
	distribution.

>	If you are married and covered by an ERISA plan, the contract holder must provide certification that Retirement
	Equity Act requirements have been met.

Waivers of Early Withdrawal Charge and Fixed Plus Account II Full and Partial Withdrawal Provisions.
Although the Tax Code permits distributions upon a participant’s severance from employment, the contracts do not
provide for a waiver of early withdrawal charges or the Fixed Plus Account II full or partial withdrawal provisions
unless the severance from employment would otherwise have qualified as a separation from service under prior IRS
“same desk” guidance (prior to enactment of the Economic Growth and Tax Relief Reconciliation Act of 2001).
Generally, a severance from employment due to a merger, liquidation, consolidation or other employer transaction
does not qualify as a separation from service.

Employer-Directed Withdrawals.Under certain contracts, if permitted by the plan, we may, at the plan sponsor’s
direction, deduct amounts from participant accounts in order to pay costs associated with a third party administrator
engaged by the plan sponsor to administer the plan.

LOANS

Availability.If allowed by the contract and the plan, you may take out a loan from your account value during the
accumulation phase. Loans are not available from Roth 401(k) or Roth 403(b) contracts or accounts. Some plans
restrict loans from your employer account. Loans are only allowed from amounts allocated to certain subaccounts
and fixed interest options. Additional restrictions may apply under the Tax Code, your plan, or due to our
administrative practices or those of a third party administrator selected by your plan sponsor, and loans may be
subject to approval by the plan sponsor or its delegate. We reserve the right not to grant a loan request if the
participant has an outstanding loan in default.


PRO.167680-10	28


Requests.If you are eligible to obtain a loan, you may request one by properly completing the loan request form
and submitting it to the address listed in “Contract Overview - Questions: Contacting the Company.” Read the terms
of the loan agreement before submitting any request.

Loan Interest.Interest will be applied on loan amounts. The difference between the rate applied and the rate
credited on the loans under your contract is currently 2.5% (i.e., a 2.5% loan interest rate spread). For certain
contracts, the current rate applied is 6.0% and the current rate credited is 6.0%. We reserve the right to apply a loan
interest rate spread of up to 3.0%.

SYSTEMATIC DISTRIBUTION OPTIONS

Availability of Systematic Distribution Options.These options may be		Features of a Systematic
exercised at any time during the accumulation phase of the contract. To		Distributions Option
exercise one of these options, the account value must meet any minimum
dollar amount and age criteria applicable to that option. To determine what		If available under your plan, a
systematic distribution options are available, check with the contract holder or		systematic distribution option
the Company.		allows you to receive regular
		payments from your account
Systematic distribution options currently available under the contract include		without moving into the
the following:		income phase. By remaining in
		the accumulation phase, you
>	Systematic Withdrawal Option (SWO).SWO is a series of partial	retain certain rights and
	withdrawals from your account based on a payment method you select. It	investment flexibility not
	is designed for those who want a periodic income while retaining	available during the income
	accumulation phase investment flexibility for amounts accumulated under	phase. Because the account
	the account. (This option may not be available if you have an outstanding	remains in the accumulation
	loan.)	phase, all accumulation phase
		charges continue to apply.
>	Estate Conservation Option (ECO).ECO also allows you to maintain
	the account in the accumulation phase and provides periodic payments
	designed to meet the Tax Code’s required minimum distributions. Under
	ECO, the Company calculates the minimum distribution amount required
	by law (generally at age 70½ or retirement, if later) and pays you that
	amount once a year.

	For certain contracts issued in the state of New York, no market value
	adjustment is imposed on ECO withdrawals from the Guaranteed
	Accumulation Account.

Other Systematic Distribution Options.Other systematic distribution options may be available from time to time.
Additional information relating to any of the systematic distribution options may be obtained from your local
representative or from the Company.

Availability of Systematic Distribution Options.The Company may discontinue the availability of one or all of
the systematic distribution options at any time, and/or change the terms of future elections.

Electing a Systematic Distribution Option.The contract holder, or you if permitted by the plan, may elect a
systematic distribution option. The plan sponsor or its delegate generally must provide the Company with
certification that you are eligible for a distribution and that the distribution is in accordance with the terms of the
plan.

Terminating a Systematic Distribution Option.Once you elect a systematic distribution option (other than
accounts that are part of 457 plan contracts issued to non-governmental, tax exempt employers) you may revoke it at
any time through a written request to the address listed in “Contract Overview - Questions: Contacting the
Company.” Once revoked, an option may not be elected again until the next calendar year, nor may any other
systematic distribution option be elected, unless the Tax Code permits it.

Tax Consequences.Withdrawals received through these options and revocations of elections may have tax
consequences. See “Tax Considerations.”


PRO.167680-10	29


		DEATH BENEFIT

During the Income Phase		The contract provides a death benefit in the event of your death, which is
		payable to the beneficiary named under the contract (contract beneficiary).
This section provides
information about the		>Under contracts issued in connection with most types of plans except most
accumulation phase. For death				voluntary 403(b) and Roth 403(b) plans, the contract holder must be named
benefit information applicable				as the contract beneficiary, but may direct that we make any payments to
to the income phase, see “The				the beneficiary you name under the plan (plan beneficiary).
Income Phase.”

		>Under most group contracts issued in connection with voluntary 403(b) and
				Roth 403(b) plans, you may generally designate your own contract
				beneficiary who will normally be your plan beneficiary, as well.

		*During the Accumulation Phase*

		Payment Process

		1	.	Following your death, the contract beneficiary (on behalf of the plan
				beneficiary, if applicable) must provide the Company with proof of death
				acceptable to us and a payment request in good order.
		2	.	The payment request should include selection of a benefit payment option.
		3	.	Within seven calendar days after we receive proof of death acceptable to
				us and payment request in good order at the address listed in “Contract
				Overview - Questions: Contacting the Company,” we will mail payment,
				unless otherwise requested.

		Until a death benefit request is in good order and a payment option is selected,
		account dollars will remain invested as at the time of your death, and no
		distributions will be made.

Benefit Payment Options.The following payment options are available, if allowed by the Tax Code:

>	Lump-sum payment;
>	Payment under an available income phase payment option (see “The Income Phase - Income Phase Payment
	Options”); and
>	Payment under an available systematic distribution option (subject to certain limitations). See “Systematic
	Distribution Options.”

Unless the beneficiary elects otherwise, lump-sum payments will generally be made into an interest bearing account
that is backed by our general account.This account is not FDIC insuredand can be accessed by the beneficiary
through a checkbook feature. The beneficiary may access death benefit proceeds at any time through the checkbook
without penalty. Interest credited on this account may be less than you could earn if the lump-sum payment was
invested outside of the contract. Additionally, interest credited on this account may be less than under other
settlement options available under the contract, and the Company seeks to earn a profit on this account.

The following option is also available under some contracts; however, the Tax Code limits how long the death
benefit proceeds may be left in these options.

>	Leaving the account value invested in the contract.


PRO.167680-10	30


Death Benefit Options.The various death benefit options that may be available under the contract are listed below.
For information about the death benefit applicable to you, please see your certificate or the contract/enrollment materials (held by the
contract holder).

Account Value Death Benefit.Under some contracts, the death benefit will be based on your account value. For
amounts held in the Guaranteed Accumulation Account, any positive aggregate market value adjustment (the sum of
all market value adjustments calculated due to a withdrawal) will be included in your account value. If a negative
market value adjustment applies, it would be deducted only if the death benefit is withdrawn more than six months
after your death. We describe the market value adjustment in Appendix I and in the Guaranteed Accumulation
Account prospectus.

The death benefit is calculated as of the next time we value your account following the date on which we receive
proof of death and payment request in good order. In addition to this amount, some states require we pay interest on
amounts invested in fixed interest options, calculated from date of death at a rate specified by state law.

Return of Purchase Payment Death Benefit.Most contracts provide a guaranteed death benefit if the contract
beneficiary (on behalf of the plan beneficiary, if applicable) elects a lump-sum distribution or an income phase
payment option within six months of your death. The charge for this guaranteed death benefit (if any) is included
within the mortality and expense risk charge applicable under your contract, and is one of the factors we evaluate
when determining the mortality and expense risk charge applicable to your group contract. See “Fees - Mortality and
Expense Risk Charge.” For those contracts, the guaranteed death benefit is the greater of:

(a)	Your account value on the day that notice of death and request for payment are received in good order at the
	address listed in “Contract Overview - Questions: Contacting the Company,” plus any positive aggregate
	market value adjustment that applies to amounts allocated to the Guaranteed Accumulation Account; or
(b)	The sum of payments (minus any applicable premium tax) made to your account, minus the dollar amount of
	any withdrawals made from your account and any outstanding loan amount.

In the event that the contract beneficiary does not request payment of the death benefit as a lump sum or as an
income phase option within six months of your death, the amount of the death benefit is the account value as of the
next valuation following our receipt of acceptable proof of death and the payment request in good order. See the
contract or certificate for treatment of amounts held in the Guaranteed Accumulation Account.

Adjusted Purchase Payment Guaranteed Death Benefit.Under another form of guaranteed death benefit that
may be available under certain contracts, the death benefit payable under the contract will never be less than the
amount of adjusted purchase payments made to your account (as defined below), less a proportional adjustment for
amounts withdrawn or borrowed from your account. The charge for this guaranteed death benefit (if any) is included
within the mortality and expense risk charge applicable under your contract, and is one of the factors we evaluate
when we determine the mortality and expense risk charge applicable to your group contract. See “Fees - Mortality
and Expense Risk Charge.”

	Calculating the Value of the Death Benefit.The death benefit under the Adjusted Purchase Payment
	Guaranteed Death Benefit is guaranteed to be the greater of (a) or (b) as calculated as of the next valuation (the
	date of the next close of the NYSE) following our receipt of proof of death and a completed election form in
	good order at the address listed in the “Contract Overview - Questions: Contacting the Company” section, where:

	(a)	is the adjusted purchase payment total, which is the sum of all net purchase payments to your account,
	minus a proportional adjustment for withdrawals and amounts taken as a loan, which amount will never be
	less than zero (see “Calculating Adjusted Purchase Payments,” below); and

	(b) is the current account value, excluding amounts taken as a loan, plus any positive aggregate market
	value adjustment (MVA), as applicable. See Appendix I and the Guaranteed Accumulation Account
	prospectus for further information regarding the MVA.

	If the amount of the death benefit in (a) is greater than the amount in (b), the Company will deposit the
	difference into your account. The amount, if any, will be deposited into your account pro-rata across your
	current investment allocations as of the valuation date following the date we receive proof of death
	acceptable to us and a completed election form in good order at the address listed in the “Contract Overview -
	Questions: Contacting the Company” section.

	If the beneficiary in that situation requests an immediate payment or begins income phase payments, the
	amount paid will be the current account value, excluding any amounts taken as a loan, plus any aggregate
	positive MVA, as of the valuation date following the date we deposit the difference into your account.


PRO.167680-10	31


	If the amount of the death benefit in (a) is less than the amount in (b), and the beneficiary requests an
	immediate payment or begins income phase payments, the amount paid will be the current account value,
	excluding any amounts taken as a loan, plus any aggregate positive MVA, as of the valuation date following
	the date we receive proof of death acceptable to us and a payment request in good order at the address listed
	in the “Contract Overview - Questions: Contacting the Company” section.

	In the event a beneficiary elects to defer distribution of the death benefit, the amount paid to the beneficiary
	when the beneficiary elects to begin distribution of the death benefit will equal the current account value,
	excluding any amounts taken as a loan, plus or minus any applicable MVA, as of the next valuation following
	our receipt of the distribution request in good order at the address listed in the “Contract Overview -
	Questions: Contacting the Company” section. The amount paid may be more or less than the amount of the
	death benefit determined above on the date notice of death and an election to defer payment was received.
	No additional death benefit is payable upon the beneficiary’s death.

	Calculating Adjusted Purchase Payments. The adjusted purchase payment total above is initially equal to
	the first purchase payment. The adjusted purchase payment total is then adjusted for each subsequent
	purchase payment, loan repayment, or partial withdrawal. The adjustment for subsequent purchase payments
	and loan repayments will be dollar for dollar. The adjustment for partial withdrawals, including loans taken,
	will be proportionate, reducing the adjusted purchase payment total in the same proportion that the current
	account value, excluding any amounts taken as loans, was reduced on the date of the partial withdrawal. The
	proportionate adjustment of the adjusted purchase payment total for each partial withdrawal is defined as the
	adjusted purchase payment total at that time, multiplied by the fraction A divided by B (A/B), where:

	(a)	Ais the current account value, excluding amounts taken as a loan, immediately after the partial
	withdrawal; and

	(b)Bis the current account value, excluding amounts taken as a loan, before the partial withdrawal.

Tax Code Requirements.The Tax Code requires distribution of death benefit proceeds within a certain period of
time. Failure to begin receiving death benefit payments within those time periods can result in tax penalties.
Regardless of the method of payment, death benefit proceeds will generally be taxed to the beneficiary in the same
manner as if you had received those payments. See “Tax Considerations” for additional information.

THE INCOME PHASE

During the income phase, you receive payments from your accumulated account value.

Initiating Income Phase Payments.At least 30 days prior to the date you want to start receiving income phase
payments, the contract holder, or you if permitted by the plan, must notify us in writing of the following:

>	Start date;
>	Income phase payment option (see the income phase payment options table in this section);
>	Income phase payment frequency (i.e., monthly, quarterly, semi-annually or annually);
>	Choice of fixed or variable payments;
>	Under some plans, certification from your employer and/or submission of the appropriate forms is also required.

The account will continue in the accumulation phase until the contract holder or you, as applicable, properly initiate
income phase payments. Once an income phase payment option is selected, it may not be changed; however, certain
options allow you to withdraw a lump sum.

What Affects Income Phase Payments?Some of the factors that may affect income phase payments include: your
age, your account value, the income phase payment option selected, number of guaranteed payments (if any)
selected, and whether you select variable or fixed payments.

Fixed Payments.Amounts funding fixed income phase payments will be held in the Company’s general account.
Fixed payments will remain the same over time.

Variable Payments.Amounts funding your variable income phase payments will be held in the subaccount(s)
selected. The contracts may restrict the subaccounts available, the number of investment options to be selected and
how many transfers, if any, are allowed among options during the income phase.


PRO.167680-10	32

Payments from the Fixed Plus Account II.If a nonlifetime income phase payment option is selected, payments

from the Fixed Plus Account II may only be made on a fixed basis.

Assumed Net Investment Rate.If variable payments are elected, the initial income phase payment will reflect an

assumed annual net investment rate of 3.5%. Subsequent income phase payments will fluctuate based upon the

investment performance of the subaccount you selected. For more information the assumed net investment rate,

request a copy of the Statement of Additional Information by calling us. See “Contract Overview - Questions:

Contacting the Company.”

Selecting an Increasing Payment.Under certain income phase payment options, if you select fixed payments, you

may elect an increase of one, two, or three percent, compounded annually. The higher your percentage, the lower

your initial payment will be, while future payments will increase each year at a greater rate. Generally, this feature is

not available with cash refund payment options and nonlifetime options.

Charges Deducted.When you select an income payment phase option (one of the options listed in the tables

below), a mortality and expense risk charge, consisting of a daily deduction of 1.25% on an annual basis, will be

deducted from amounts held in the subaccounts. This charge compensates us for mortality and expense risks we

assume under variable income phase payout options and is applicable to all variable income phase payout options,

including variable nonlifetime options under which we do not assume mortality risk. In this situation, this charge

will be used to cover expenses. Although we expect to earn a profit from this fee, we do not always do so. For

variable options under which we do not assume a mortality risk, we may make a larger profit than under other

options. We may also deduct a daily administrative charge of 0.25% annually from amounts held in the subaccounts.

Required Minimum Payment Amounts.The initial income phase payment or the annual income phase payment

total must meet the minimums stated in the contract. If your account value is too low to meet these minimum

payment amounts, you will receive one lump-sum payment.

Death Benefit During the Income Phase.The death benefits that may be available to a beneficiary are outlined in

the following income phase payment option table. If a lump-sum payment is due as a death benefit, we will make

payment within seven calendar days after we receive proof of death acceptable to us in good order and the payment

request at the address listed in “Contract Overview - Questions: Contacting the Company.”

Unless the beneficiary elects otherwise, lump-sum payments will generally be made into an interest bearing account

that is backed by our general account.This account is not FDIC insuredand can be accessed by the beneficiary

through a checkbook feature. The beneficiary may access death benefit proceeds at any time through the checkbook

without penalty. Interest credited on this account may be less than you could earn if the lump-sum payment was

invested outside of the contract. Additionally, interest credited on this account may be less than under other

settlement options available under the contract, and the Company seeks to earn a profit on this account.

Taxation.To avoid certain tax penalties, you and any beneficiary must meet the distribution rules imposed by the

Tax Code. See “Tax Considerations.”

Income Phase Payment Options

The following tables list the income phase payment options and accompanying death benefits that may be available

under the contracts. Some contracts restrict the options and the terms available. Refer to your certificate or check

with your contract holder for details. We may offer additional income phase payment options under the contract

from time to time.


PRO.167680-10	33


Terms used in the Tables:

Annuitant:The person(s) on whose life expectancy the income phase payments are calculated.

Beneficiary:The person designated to receive the death benefit payable under the contract.

Lifetime Income Phase Payment Options
	Length of Payments:For as long as the annuitant lives. It is possible that only one payment will
Life Income	be made should the annuitant die prior to the second payment’s due date.
	Death Benefit-None:All payments end upon the annuitant’s death.
	Length of Payments:For as long as the annuitant lives, with payments guaranteed for your
	choice of 5 to 30 years, or as otherwise specified in the contract.
Life Income-	Death Benefit-Payment to the Beneficiary:If the annuitant dies before we have made all the
Guaranteed
Payments*	guaranteed payments, we will continue to pay the beneficiary the remaining payments. Unless
	prohibited by a prior election of the contract holder, the beneficiary may elect to receive a lump-
sum payment equal to the present value of the remaining guaranteed payments.
	Length of Payments:For as long as either annuitant lives. It is possible that only one payment
will be made should both annuitants die before the second payment’s due date.
	Continuing Payments:
Life Income-	(a) When you select this option, you choose for 100%, 66T% or 50% of the payment to continue
Two Lives	to the surviving annuitant after the first death; or
	(b) 100% of the payment to continue to the annuitant on the second annuitant’s death, and 50% of
	the payment to continue to the second annuitant on the annuitant’s death.
	Death Benefit-None:All payments end after the death of both annuitants.
	Length of Payments:For as long as either annuitant lives, with payments guaranteed for your
	choice of 5 to 30 years, or as otherwise specified in the contract.
Life Income-	Continuing Payments:100% of the payment to continue to the surviving annuitant after the first
Two Lives-	death.
Guaranteed	Death Benefit-Payment to the Beneficiary:If both annuitants die before the guaranteed
Payments*	payments have all been paid, we will continue to pay the beneficiary the remaining payments.
	Unless prohibited by a prior election of the contract holder, the beneficiary may elect to receive a
	lump-sum payment equal to the present value of the remaining guaranteed payments.
Nonlifetime Income Phase Payment Options
	Length of Payments:Payments will continue for the number of years you choose, based on what
	is available under the contract. For amounts held in the Fixed Plus Account II during the
	accumulation phase, the payment must be on a fixed basis. In certain cases, a lump-sum payment
Nonlifetime-	may be requested at any time (see below).
Guaranteed	Death Benefit-Payment to the Beneficiary:If the annuitant dies before we make all the
Payments*	guaranteed payments, we will continue to pay the beneficiary the remaining payments. Unless
	prohibited by a prior election of the contract holder, the beneficiary may elect to receive a lump-
	sum payment equal to the present value of the remaining guaranteed payments. We will not
	impose any early withdrawal charge.

Lump-sum Payment:If the Nonlifetime-Guaranteed Payments option is elected with variable payments, you may request at any time that all or a portion of the present value of the remaining payments be paid in one lump sum. A lump sum elected before five years of income phase payments have been completed will be treated as a withdrawal during the accumulation phase and if the election is made during~~we will~~an early withdrawal charge period we will charge the~~any~~applicable early withdrawal charge. See “Fees - Early Withdrawal Charge.” Lump-sum payments will be sent within seven calendar days after we receive the request for payment in good order at the address listed in “Contract Overview - Questions: Contacting the Company.”







Calculation of Lump-sum Payments:If a lump-sum payment is available to a beneficiary or to you in the income phase payment options above, the rate we use to calculate the present value of the remaining guaranteed payments is the same rate we use to calculate the income phase payments (i.e., the actual fixed rate used for the fixed payments or the 3.5% assumed net investment rate for variable payments).




* Guaranteed period payments may not extend beyond the shorter of your life expectancy or until your age 95.


PRO.167680-10	34


CONTRACT DISTRIBUTION

*General*

The Company’s subsidiary, ING Financial Advisers, LLC, serves as the principal underwriter 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 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 individuals who are registered representatives of ING Financial Advisers,
LLC or of other broker-dealers that have entered into a selling arrangement with ING Financial Advisers, LLC. We
refer to ING Financial Advisers, LLC and the other broker-dealers selling the contracts as “distributors.” All
registered representatives selling the contracts must also be licensed as insurance agents for the Company.

The following is a list of broker-dealers that are affiliated with the Company:

Directed Services LLC	ING Investments Distributor, LLC
ING America Equities, Inc.	ING Investment Advisors, LLC
ING Financial Advisers, LLC	ING Investment Management Services LLC
ING Financial Markets LLC	ShareBuilder Securities Corporation
ING Financial Partners, Inc.	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 contract holders or the separate account. We intend to recoup this compensation
and other sales expenses paid to distributors through fees and charges imposed under the contracts.

Commission Payments.Persons who offer and sell the contracts may be paid a commission. The commissions paid
on transferred assets and recurring payments made during the first year of the participant account range from 0% to
7%. After the first year of the participant account, renewal commissions up to 3% may be paid on recurring
payments up to the amount of the previous year’s payments, and commissions of up to 7% may be paid on recurring
payments in excess of this amount. In addition, the Company may pay an asset-based commission ranging up to
0.50%.

We may also pay ongoing annual compensation of up to 40% of the commissions paid during the year in connection
with certain premiums received during that year, if the registered representative attains a certain threshold of sales of
Company contracts. Individual registered representatives may receive all or a portion of compensation paid to their
distributor, depending upon the firm’s practices. Commissions and annual payments, when combined, could exceed
7% of total premium payments. In certain situations, we may reduce the compensation we pay if we have agreed
with a plan sponsor to reimburse expenses related to the services of the plan’s third party administrator. 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 distributors, which
may require the registered representative to attain a certain threshold of sales of Company products. Under one such
program, we may pay additional amounts to distributors in connection with a participant’s increased or re-started
contributions and/or the number of participant enrollments completed by a registered representative during a
specified time period. 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.

We may also enter into special compensation arrangements with certain selling firms based on those firms’
aggregate or anticipated sales of the contracts or other criteria. These arrangements may include commission
specials, in which additional commissions may be paid in connection with premium payments received for a limited
time period, within the maximum commission rates noted above. These special compensation arrangements will not
be offered to all selling firms, and the terms of such arrangements may differ among selling firms 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 selling firm will not result in
any additional direct charge to you by us.


PRO.167680-10	35


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, ING Financial Advisers, LLC may
also pay distributors additional compensation or reimbursement of expenses for their efforts in selling contracts to
you 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;
•		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 sales;
•		Education and training allowances to facilitate our attendance at certain educational and training meetings to
		provide information and training about our products. We also hold 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
		registered representatives 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; and
•		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.

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
contracts.

The following is a list of the top 25 selling firms that, during 2009, received the most compensation, in the
aggregate, from us in connection with the sale of registered variable annuity contracts issued by the Company,
ranked by total dollars received.

1	)	SagePoint Financial, Inc.	14) National Planning Corporation
2	)	Symetra Investment Services, Inc.	15) Morgan Keegan and Company, Inc.
3	)	LPL Financial Corporation	16) Multi-Financial Securities Corporation
4	)	ING Financial Partners, Inc.	17) Ameritas Investment Corp.
5	)	Financial Network Investment Corporation	18) Huckin Financial Group, Inc.
6	)	Walnut Street Securities, Inc.^®	19) Securities America, Inc.
7	)	Lincoln Financial Securities Corporation	20) Wells Fargo Advisors, LLC
8	)	NRP Financial, Inc.	21) Northwestern Mutual Investment Services, LLC
9	)	Valor Insurance Agency Inc.	22) McGinn Smith & Co., Inc.
10) NFP Securities, Inc.			23) Tower Square Securities, Inc.
11) American Portfolios Financial Services, Inc.			24) NIA Securities, L.L.C.
12) Lincoln Investment Planning, Inc.			25) Financial Telesis Inc.
13) Cadaret, Grant & Co., Inc.

If the amounts paid to ING Financial Advisers, LLC were included, ING Financial Advisers, LLC would be first on
the list.


PRO.167680-10	36


This is a general discussion of the types and levels of compensation paid by us for the sale of our variable annuity
contracts. It is important for you to know that the payment of volume or sales-based compensation to a distributor or
registered representative may provide that registered representative 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 the registered representative responsible for your account are stated in your
enrollment materials.

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 holder, we may make payments to the contract holder, its representatives or third
	party service providers intended to defray or cover the costs of plan or program-related administration.

TAX CONSIDERATIONS

I.	*Introduction*	In this Section

The contract described in this prospectus is designed to be treated as an		I.	Introduction
annuity for U.S. federal income tax purposes. This section discusses our
understanding of current federal income tax laws affecting the contract. The		II.	Taxation of Qualified
U.S. federal income tax treatment of the contract is complex and sometimes			Contracts
uncertain. You should keep the following in mind when reading it:		III.	Possible Changes in

>	Your tax position (or the tax position of the designated beneficiary, as		Taxation
	applicable) may influence the federal taxation of amounts held or paid out	IV.	Taxation of the
	under the contract;		Company

>	Tax laws change. It is possible that a change in the future could affect	When consulting a qualified
	contracts issued in the past, including the contract described in this	tax adviser, be certain that he
	prospectus;	or she has expertise in the Tax
		Code sections applicable to
>	This section addresses some, but not all, applicable federal income tax	your tax concerns.
	rules and does not discuss federal estate and gift tax implications, state
	and local taxes or any other tax provisions; and

>	No assurance can be given that the IRS would not assert, or that a court
	would not sustain, a position contrary to any of those set forth below.

We do not intend this information to be tax advice. For advice about the effect of federal income tax laws affecting the contract, state tax laws or any other tax laws affecting the contract or any transactions involving the contract, consult a qualified tax adviser. No attempt is made to provide more than general information about the use of the contract with tax-qualified retirement arrangements.






Qualified Contracts
The contract described in this prospectus is available for purchase on a tax-qualified basis (“qualified contracts”).

Qualified contracts are designed for use by individuals and/or employers whose premium payments are comprised
solely of proceeds from and/or contributions under retirement plans or programs that are intended to qualify as plans
or programs entitled to special favorable income tax treatment under Tax Code sections 401(a), 401(k), 457(b), or
403(b).


PRO.167680-10	37

II. Taxation of Qualified Contracts

General

The tax rules applicable to owners of qualified contracts vary according to the type of qualified contract and the specific terms and conditions of the qualified contract. Qualified contracts are primarily designed for use with Tax Code section 401(a), 401(k), 403(b), and 457(b) plans, including Roth 401(k) and Roth 403(b) plans. The tax rules applicable to participants in these qualified plans vary according to the type of plan and the terms and conditions of the plan itself. The ultimate effect of federal income taxes on the amounts held under a qualified contract, or on income phase payments from a qualified contract, depends on the type of qualified contract or program and your tax position. Special favorable tax treatment may be available for certain types of contributions and distributions. In addition, certain requirements must be satisfied in purchasing a qualified contract with proceeds from a tax-qualified plan or program in order to continue receiving favorable tax treatment.

Adverse tax consequences may result from: (i) contributions in excess of specified limits; (ii) distributions before age 59½ (subject to certain exceptions); (iii) distributions that do not conform to specified commencement and minimum distribution rules; and (iv) in other specified circumstances. Some qualified plans are subject to additional distribution or other requirements that are not incorporated into the contract described in this prospectus. No attempt is made to provide more than general information about the use of the contract with qualified plans. Contract holders, participants, annuitants, and beneficiaries are cautioned that the rights of any person to any benefit under these qualified plans may be subject to the terms and conditions of the plan themselves, regardless of the terms and conditions of the contract. The Company is not bound by the terms and conditions of such plans to the extent such terms contradict the language of the contract, unless we consent to be so bound.

Generally, contract holders, participants, and beneficiaries are responsible for determining that contributions, distributions and other transactions with respect to the contract comply with applicable law. Therefore, you should seek qualified legal and tax advice regarding the suitability of a contract for your particular situation. The following discussion assumes that qualified contracts are purchased with proceeds from and/or contributions under retirement plans or programs that qualify for the intended special federal tax treatment.

Tax Deferral

Under federal tax laws, earnings on amounts held in annuity contracts are generally not taxed until they are withdrawn. However, in the case of a qualified plan (as defined in this prospectus), an annuity contract is not necessary to obtain this favorable tax treatment and does not provide any tax benefits beyond the deferral already available to the qualified plan itself. Annuities do provide other features and benefits (such as the guaranteed death benefit or the option of lifetime income phase options at established rates) that may be valuable to you. You should discuss your alternatives with a qualified financial representative taking into account the additional fees and expenses you may incur in an annuity.

Section 403(b) and Roth 403(b) Tax-Deferred Annuities.This contract is available as a Tax Code section 403(b) tax-deferred annuity. Section 403(b) of the Tax Code allows employees of certain Tax Code section 501(c)(3) organizations and public schools to exclude from their gross income the premium payments made, within certain limits, to a contract that will provide an annuity for the employee’s retirement.

The contract may also be available as a Roth 403(b), as described in Tax Code section 402A, and we may set up accounts for you under the contract for Roth 403(b) contributions. Tax Code section 402A allows employees of public schools and certain Tax Code section 501(c)(3) organizations to contribute after-tax salary contributions to a Roth 403(b), which provides for tax-free distributions, subject to certain restrictions.

In July 2007, the Treasury Department issued final regulations that were generally effective January 1, 2009. The final regulations include: (i) a written plan requirement; (ii) the ability to terminate a 403(b) plan, which would entitle a participant to a distribution; (iii) the replacement of IRS Revenue Ruling 90-24 with new exchange rules effective September 25, 2007 and requiring information sharing between the 403(b) plan sponsor and/or its delegate and the product provider as well as new plan-to-plan transfer rules (under these new exchange and transfer rules, the 403(b) plan sponsor can elect not to permit exchanges or transfers); and (iv) new distribution rules for 403(b)(1) annuities that impose withdrawal restrictions on non-salary reduction contribution amounts in addition to salary reduction contribution amounts, as well as other changes.

PRO.167680-10

In addition to being offered as an investment option under the contract, shares of certain funds are also offered for sale directly to the general public. A list of these funds is provided in the “Investment Options” section of this prospectus under the heading “Additional Risks of Investing in the Funds - Public Funds.” In order to qualify for favorable tax treatment under Tax Code section 403(b), a contract must be considered an “annuity.” In Revenue Procedure 99-44, the IRS concluded that it will treat a contract as an annuity for federal income tax purposes under Tax Code section 403(b), notwithstanding that contract premiums are invested at the contract owner’s direction in publicly available securities. This treatment will be available provided no additional tax liability would have been incurred if the contribution was paid into a trust or a custodial account in an arrangement that satisfied the requirements of Tax Code section 401(a) or 403(b)(7)(A). We believe that the contract satisfies the requirements set forth in Revenue Procedure 99-44 and will therefore be treated as an annuity for tax purposes, notwithstanding the fact that investments may be made in publicly available securities. However, the exact nature of the requirements of Revenue Procedure 99-44 is unclear, and you should consider consulting with a qualified tax adviser before electing to invest in a fund that is offered for sale to the general public.

Revenue Procedure 99-44 does not specifically address the use of publicly available securities in annuity contracts designed for use as a Roth 403(b). However, we believe that under this analysis such investment should not impact the treatment of such contracts as annuity contracts for purposes of Tax Code section 403(b). You should consider consulting with a qualified tax adviser before electing to invest in a fund that is offered for sale to the general public through one of these contracts.

Section 401(a), 401(k), Roth 401(k).Sections 401(a) and 401(k), of the Tax Code permit certain employers to establish various types of retirement plans for employees, and permit self-employed individuals to establish these plans for themselves and their employees. These retirement plans may permit the purchase of the contract to accumulate retirement savings under the plans. Employers intending to use the contract with such plans should seek qualified legal advice.

The contract may also be available as a Roth 401(k), as described in Tax Code section 402A, and we may set up accounts for you under the contract for Roth 401(k) contributions (“Roth 401(k) accounts”). Section 402A allows employees of certain private employers to contribute after-tax salary contributions to a Roth 401(k), which provides for tax-free distributions, subject to certain restrictions.

Section 457(b).Section 457 of the Tax Code permits certain employers to offer deferred compensation plans for their employees. These plans may be offered by state governments, local governments, political subdivisions, agencies, instrumentalities and certain affiliates of such entities (governmental employers), as well as nongovernmental, tax-exempt organizations (non-governmental employers). A 457 plan may be either a 457(b) (eligible) plan or a 457(f) (ineligible) plan. Participation in a 457(b) plan maintained by a non-governmental employer is generally limited to highly-compensated employees and select management (other than 457(b) plans maintained by nonqualified, church-controlled organizations). Generally, participants may specify the form of investment for their deferred compensation account.

Under 457(b) plans of non-governmental employers, all amounts of deferred compensation, all property and rights purchased with such amounts and all income attributable to such amounts, property and rights remain solely the property and rights of the employer and are subject to the claims of the employer’s general creditors. 457(b) plans of governmental employers, on the other hand, are required to hold all assets and income of the plan in trust for the exclusive benefit of plan participants and their beneficiaries. For purposes of meeting this requirement, an annuity contract is treated as a trust.

Contributions

In order to be excludable from gross income for federal income tax purposes, total annual contributions to certain qualified plans are limited by the Tax Code. We provide general information on these requirements for certain plans below. You should consult with a qualified tax adviser in connection with contributions to a qualified contract.

401(a), 401(k), Roth 401(k), 403(b), and Roth 403(b) Plans.The total annual contributions (including pre-tax and Roth 401(k) or Roth 403(b) after-tax contributions) by you and your employer cannot exceed, generally, the lesser of 100% of your compensation or $49,000 (as indexed for 2010). Compensation means your compensation for the year from the employer sponsoring the plan and, for years beginning after December 31, 1997, includes any elective deferrals under Tax Code section 402(g) and any amounts not includible in gross income under Tax Code sections 125 or 457.

PRO.167680-10


This limit applies to your contributions as well as to any contributions made by your employer on your behalf. An
additional requirement limits your salary reduction contributions to a 401(k), Roth 401(k), 403(b), or Roth 403(b)
plan to generally no more than $16,500. Contribution limits are subject to annual adjustments for cost-of-living
increases. Your own limit may be higher or lower, depending upon certain conditions.

With the exception of the Roth 401(k) and Roth 403(b) contributions, purchase payments to your account(s) will
generally be excluded from your gross income only if the plan meets certain nondiscrimination requirements, as
applicable. Roth 401(k) and Roth 403(b) salary reduction contributions are made on an after-tax basis.

	457(b) Plans.In order to be excludible from gross income for federal income tax purposes, total annual
contributions made by you and your employer to a 457(b) plan cannot exceed, generally, the lesser of $16,500 or
100% of your includible compensation. Generally, includible compensation means your compensation for the year
from the employer sponsoring the plan, including deferrals to the employer’s Tax Code section 457, 401(k), Roth
401(k), 403(b), Roth 403(b), and 125 cafeteria plans.

The $16,500 limit is subject to an annual adjustment for cost-of-living increases.

	Catch-up Contributions.Notwithstanding the contribution limits noted above, if permitted by the plan, a
participant in a 401(k), Roth 401(k), 403(b), Roth 403(b), or a 457(b) plan of a governmental employer who is at
least age 50 by the end of the plan year may contribute an additional amount not to exceed the lesser of:

(a)	$5,500; or
(b)	The participant’s compensation for the year reduced by any other elective deferrals of the participant for the
	year.

Additional catch-up provisions may be available. For advice on using a catch-up provision, please consult with a
qualified tax adviser.

Distributions - General
Certain tax rules apply to distributions from the contract. A distribution is any amount taken from a contract
including withdrawals, income phase payments, rollovers, exchanges and death benefit proceeds. We report the
taxable portion of all distributions to the IRS.

	401(a), 401(k), 403(b) and Governmental 457(b) Plans.Distributions from these plans are taxed as received
unless one of the following is true:

>	The distribution is an eligible rollover distribution and is rolled over to another plan eligible to receive rollovers
	or to a traditional or Roth IRA in accordance with the Tax Code;
>	You made after-tax contributions to the plan. In this case, depending upon the type of distribution, the amount
	will be taxed according to the rules detailed in the Tax Code; or
>	The distribution is a qualified health insurance premium of a retired public safety officer as defined in the
	Pension Protection Act of 2006.

A payment is an eligible rollover distribution unless it is:

>	Part of a series of substantially equal periodic payments (at least one per year) made over the life expectancy of
	the participant or the joint life expectancy of the participant and his designated beneficiary or for a specified
	period of ten years or more;
>	A required minimum distribution under Tax Code section 401(a)(9);
>	A hardship withdrawal;
>	Otherwise excludable from income; or
>	Not recognized under applicable regulations as eligible for rollover.


PRO.167680-10	40


The Tax Code imposes a 10% penalty tax on the taxable portion of any distribution from a contract used with a
401(a), 401(k), or 403(b) plan (or amounts from a governmental 457(b) plan that are attributable to rollovers from
such plans) unless certain exceptions, including one or more of the following, have occurred:

>	You have attained age 59½;
>	You have become disabled, as defined in the Tax Code;
>	You have died and the distribution is to your beneficiary;
>	You have separated from service with the sponsor at or after age 55;
>	The distribution amount is rolled over into another eligible retirement plan or to a traditional or Roth IRA in
	accordance with the terms of the Tax Code;
>	You have separated from service with the plan sponsor and the distribution amount is made in substantially
	equal periodic payments (at least annually) over your life or the life expectancy or the joint lives or joint life
	expectancies of you and your designated beneficiary;
>	The distribution is made due to an IRS levy upon your plan;
>	The withdrawal amount is paid to an alternate payee under a Qualified Domestic Relations Order (“QDRO”); or
>	The distribution is a qualified reservist distribution as defined under the Pension Protection Act of 2006 (401(k)
	and 403(b) plans only).

In addition, the 10% penalty tax does not apply to the amount of a distribution equal to unreimbursed medical
expenses incurred by you during the taxable year that qualify for deduction as specified in the Tax Code. The Tax
Code may provide other exceptions or impose other penalty taxes in other circumstances.

	401(a) Pension Plans.Subject to the terms of your 401(a) pension plan, distributions may only occur upon your
retirement, death, disability, severance from employment, attainment of normal retirement age, attainment of age 62
under a phased retirement provision if available under your plan as described in the Pension Protection Act of 2006,
or termination of the plan, in some instances. Such distributions remain subject to other applicable restrictions under
the Tax Code.

	401(k) Plans.Subject to the terms of your 401(k) plan, distributions from your 401(k) employee account, and
possibly all or a portion of your 401(k) employer account, may only occur upon your retirement, death, attainment
of age 59½, disability, severance from employment, financial hardship or, in some instances, termination of the plan.
Such distributions remain subject to other applicable restrictions under the Tax Code.

	403(b) Plans.Distribution of certain salary reduction contributions and earnings on such contributions
restricted under Tax Code section 403(b)(11) may only occur upon your death, attainment of age 59½, severance
from employment, disability or financial hardship, or under other exceptions as provided for by the Tax Code or
regulations. See “Withdrawals - Withdrawal Restrictions.” Such distributions remain subject to other applicable
restrictions under the Tax Code.

Effective January 1, 2009 and for any contracts or participant accounts established on or after that date, the 403(b)
regulations prohibit the distribution of amounts attributable to employer contributions before the earlier of your
severance from employment or prior to the occurrence of some event as provided under your employer’s plan, such
as after a fixed number of years, the attainment of a stated age, or a disability.

If the Company agrees to accept amounts exchanged from a Tax Code section 403(b)(7) custodial account, such
amounts will be subject to the withdrawal restrictions set forth in Tax Code section 403(b)(7)(A)(ii).

	Roth 401(k) and Roth 403(b) Plans.You may take partial or full withdrawals of purchase payments made by
salary reduction and earnings credited on those purchase payments from a Roth 401(k) or Roth 403(b) account only
if you have:

	a)	Attained age 59½;
	b)	Experienced a severance from employment;
	c)	Become disabled as defined in the Tax Code;
	d) Died;
	e)	Experienced financial hardship as defined by the Tax Code; or
	f)	Met other circumstances as allowed by federal law, regulations or rulings.

The amount available for financial hardship is limited to the lesser of the amount necessary to satisfy the financial
hardship or the amount attributable to salary reduction contributions (excluding earnings on such contributions).


PRO.167680-10	41


A partial or full withdrawal of purchase payments made by salary reduction to a Roth 401(k) or Roth 403(b) account
and earnings credited on those purchase payments will be excludable from income if it is a qualified distribution. A
qualified distribution from a Roth 401(k) or Roth 403(b) account is one that meets the following requirements.

	1	.	The withdrawal occurs after the five-year taxable period measured from the earlier of:

			a)	The first taxable year you made a designated Roth 401(k) or Roth 403(b) contribution to any
				designated Roth 401(k) or Roth 403(b) account established for you under the same applicable
				retirement plan as defined in Tax Code section 402A; or

			b)	If a rollover contribution was made from a designated Roth 401(k) or Roth 403(b) account previously
				established for you under another applicable retirement plan, the first taxable year for which you made
				a designated Roth 401(k) or Roth 403(b) contribution to such previously established account; and

	2	.	The withdrawal occurs after you attain age 59½, die with payment being made to your beneficiary, or
			become disabled as defined in the Tax Code.

	457(b) Plans.All distributions from a 457(b) plan are taxed when paid or made available to you. Under a
457(b) plan, amounts may not be made available to you earlier than: (i) the calendar year you attain age 70½; (ii)
when you experience a severance from employment with your employer; or (iii) when you experience an
unforeseeable emergency. A one-time in-service distribution may also be permitted if the total amount payable to
the participant does not exceed $5,000 and no amounts have been deferred by the participant during the two-year
period ending on the date of distribution.

Lifetime Required Minimum Distributions (Section 401(a), 401(k), Roth 401(k), 403(b), Roth 403(b), and
457(b) Plans)

To avoid certain tax penalties, you and any designated beneficiary must also meet the minimum distribution
requirements imposed by the Tax Code. These rules dictate the following:

>	Start date for distributions;
>	The time period in which all amounts in your contract(s) must be distributed; and
>	Distribution amounts.

	Start Date.Generally, you must begin receiving distributions by April 1 of the calendar year following the
calendar year in which you attain age 70½ or retire, whichever occurs later, unless:

>	Under 401(a), 401(k), and governmental 457(b) plans, you are a 5% owner, in which case such distributions
	must begin by April 1 of the calendar year following the calendar year in which you attain age 70½; or
>	Under 403(b) plans, the Company maintains separate records of amounts held as of December 31, 1986. In this
	case distribution of these amounts generally must begin by the end of the calendar year in which you attain age
	75 or retire, if later. However, if you take any distributions in excess of the minimum required amount, then
	special rules require that the excess be distributed from the December 31, 1986 balance.

	Time Period.We must pay out distributions from the contract over a period not extending beyond one of the
following time periods:

>	Over your life or the joint lives of you and your designated beneficiary; or
>	Over a period not greater than your life expectancy or the joint life expectancies of you and your designated
	beneficiary.

	Distribution Amounts.The amount of each required minimum distribution must be calculated in accordance
with Tax Code Section 401(a)(9). The entire interest in the account includes the amount of any outstanding rollover,
transfer, recharacterization, if applicable, and the actuarial present value of other benefits provided under the
account, such as guaranteed death benefits.

	50% Excise Tax.If you fail to receive the required minimum distribution for any tax year, a 50% excise tax
may be imposed on the required amount that was not distributed.

Further information regarding required minimum distributions may be found in your contract or certificate.


PRO.167680-10	42


Required Distributions Upon Death (Section 401(a), 401(k), Roth 401(k), 403(b), Roth 403(b), and 457(b)
Plans)

Different distribution requirements apply after your death, depending upon if you have begun receiving required
minimum distributions. Further information regarding required distributions upon death may be found in your
contract or certificate.

If your death occurs on or after the date you begin receiving minimum distributions under the contract, distributions
generally must be made at least as rapidly as under the method in effect at the time of your death. Tax Code section
401(a)(9) provides specific rules for calculating the minimum required distributions after your death.

If your death occurs before the date you begin receiving minimum distributions under the contract, your entire
balance must be distributed by December 31 of the calendar year containing the fifth anniversary of the date of your
death. For example, if you died on September 1, 2010, your entire balance must be distributed to the designated
beneficiary by December 31, 2015. However, if distributions begin by December 31 of the calendar year following
the calendar year of your death, then payments may be made within one of the following timeframes:

>	Over the life of the designated beneficiary; or
>	Over a period not extending beyond the life expectancy of the designated beneficiary.

	Start Dates for Spousal Beneficiaries.If the designated beneficiary is your spouse, distributions must begin on
or before the later of the following:

>	December 31 of the calendar year following the calendar year of your death; or
>	December 31 of the calendar year in which you would have attained age 70½.

	No Designated Beneficiary.If there is no designated beneficiary, the entire interest generally must be
distributed by the end of the calendar year containing the fifth anniversary of the contract holder’s death.

Withholding
Any taxable distributions under the contract are generally subject to withholding. Federal income tax liability rates
vary according to the type of distribution and the recipient’s tax status.

	401(a), 401(k), Roth 401(k), 403(b), Roth 403(b), and 457(b) Plans of Governmental Employers.Generally,
distributions from these plans are subject to a mandatory 20% federal income tax withholding. However, mandatory
withholding will not be required if you elect a direct rollover of the distributions to an eligible retirement plan or in
the case of certain distributions described in the Tax Code.

	457(b) Plans of Non-Governmental Employers.All distributions from these plans, except death benefit
proceeds, are subject to mandatory federal income tax withholding as wages. No withholding is required on payments
to designated beneficiaries.

	Non-resident Aliens.If you or your designated beneficiary is a non-resident alien, any withholding is governed
by Tax Code section 1441 based on the individual’s citizenship, the country of domicile and treaty status. Section
1441 does not apply to participants in 457(b) plans of non-governmental employers and 457(f) plans, and we may
require additional documentation prior to processing any requested distribution.

Assignment and Other Transfers

	401(a), 401(k), Roth 401(k), 403(b), Roth 403(b), and 457(b) Plans.Adverse tax consequences to the plan
and/or to you may result if your beneficial interest in the contract is assigned or transferred to persons other than:

>	A plan participant as a means to provide benefit payments;
>	An alternate payee under a QDRO in accordance with Tax Code section 414(p); or
>	The Company as collateral for a loan.


PRO.167680-10	43


Same-Sex Marriages

Pursuant to Section 3 of the federal Defense of Marriage Act (“DOMA”), same-sex marriages currently are not
recognized for purposes of federal law. Therefore, the favorable income-deferral options afforded by federal tax law
to an opposite-sex spouse under Tax Code sections 72(s) and 401(a)(9) are currently NOT available to a same-sex
spouse. Same-sex spouses who own or are considering the purchase of annuity products that provide benefits based
upon status as a spouse should consult a tax adviser. In some states, to the extent that an annuity contract or
certificate accords to spouses other rights or benefits that are not affected by DOMA, same-sex spouses remain
entitled to such rights or benefits to the same extent as any contract holder’s spouse.

*III. Possible Changes in Taxation*

Although the likelihood of changes in tax legislation, regulation, rulings and other interpretation thereof is uncertain,
there is always the possibility that the tax treatment of the contract could change by legislation or other means. It is
also possible that any change could be retroactive (that is, effective before the date of the change). You should
consult a qualified tax adviser with respect to legislative developments and their effect on the contract.

*IV. Taxation of the Company*

We are taxed as a life insurance company under the Tax Code. Variable Annuity Account C is not a separate entity
from us. Therefore, it is not taxed separately as a “regulated investment company” but is taxed as part of the
Company.

We automatically apply investment income and capital gains attributable to the separate account to increase reserves
under the contracts. Because of this, under existing federal tax law we believe that any such income and gains will
not be taxed to the extent that such income and gains are applied to increase reserves under the contracts. In addition,
any foreign tax credits attributable to the separate account will be first used to reduce any income taxes imposed on
the separate account before being used by the Company.

In summary, we do not expect that we will incur any federal income tax liability attributable to the separate account,
and we do not intend to make any provision for such taxes. However, changes in federal tax laws and/or their
interpretation thereof may result in our being taxed on income or gains attributable to the separate account. In this
case we may impose a charge against the separate account (with respect to some or all of the contracts) to set aside
provisions to pay such taxes. We may deduct this amount from the separate account, including from your contract
value invested in the subaccounts.

OTHER TOPICS

*Performance Reporting*

We may advertise different types of historical performance for the subaccounts including:

>	Standardized average annual total returns; and
>	Non-standardized average annual total returns.

We may also advertise certain ratings, rankings or other information related to the Company, the subaccounts or the
funds.

Standardized Average Annual Total Returns.We calculate standardized average annual total returns according to
a formula prescribed by the SEC. This shows the percentage return applicable to $1,000 invested in the subaccount
over the most recent month-end, one, five and ten-year periods. If the investment option was not available for the full
period, we give a history from the date money was first received in that option under the separate account or from the
date the fund was first available under the separate account. As an alternative to providing the most recent month-end
performance, we may provide a phone number, website or both where these returns may be obtained.

We include all recurring charges during each period (e.g., mortality and expense risk charges, annual maintenance
fees, administrative expense charges (if any), and any applicable early withdrawal charges).


PRO.167680-10	44

Non-Standardized Average Annual Total Returns.We calculate non-standardized average annual total returns in a similar manner as that stated above, except we may include returns that do not reflect the deduction of any applicable early withdrawal charge. Some non-standardized returns may also exclude the effect of a maintenance fee. If we reflected these charges in the calculation, they would decrease the level of performance reflected by the calculation. Non-standardized returns may also include performance from the fund’s inception date, if that date is earlier than the one we use for standardized returns.

Voting Rights

Each of the subaccounts holds shares in a fund and each is entitled to vote at regular and special meetings of that fund. Under our current view of applicable law, we will vote the shares for each subaccount as instructed by persons having a voting interest in the subaccount. Generally, under contracts issued in connection with section 403(b) and 401 plans, you have a fully vested interest in the value of your employee account, and in your employer account to the extent of your vested percentage in the plan. Therefore, under such plans you generally have the right to instruct the contract holder how to direct us to vote shares attributable to your account. Under contracts issued in connection with section 457 plans, the contract holder retains all voting rights. We will vote shares for which instructions have not been received in the same proportion as those for which we received instructions. Each person who has a voting interest in the separate account will receive periodic reports relating to the funds in which he or she has an interest, as well as any proxy materials and a form on which to give voting instructions. Voting instructions will be solicited by a written communication at least 14 days before the meeting.

The number of votes, whole and fractional, any person is entitled to direct will be determined as of the record date set by any fund in which that person invests through the subaccounts.

During the accumulation phase, the number of votes is equal to the portion of your account value invested in thefund, divided by the net asset value of one share of that fund.
During the income phase, the number of votes is equal to the portion of reserves set aside for the contract’s shareof the fund, divided by the net asset value of one share of that fund.

Contract Modification

We may change the contract as required by federal or state law. In addition, we may, upon 30 days’ written notice to the contract holder, make other changes to group contracts, including changes to the tables for determining the amount of income phase payments or the income phase options available, that would apply only to individuals who become participants under that contract after the effective date of such changes. If the group contract holder does not agree to a change, we reserve the right to refuse to establish new accounts under the contract, and under some contracts, to discontinue accepting payments to existing accounts. Certain changes will require the approval of appropriate state or federal regulatory authorities.

We reserve the right to amend the contract to include any future changes required to maintain the contract (and the Roth 403(b) or Roth 401(k) accounts) as a designated Roth 403(b) or Roth 401(k) annuity contract (or account) under the Tax Code, regulations, IRS rulings and requirements.

Legal Matters and Proceedings

We are not aware of any pending legal proceedings which involve the separate account as a party.

The Company is involved in threatened or pending lawsuits/arbitrations arising from the normal conduct of business. Due to the climate in insurance and business litigation/arbitrations, suits against the Company sometimes include claims for substantial compensatory, consequential, or punitive damages and other types of relief. Moreover, certain claims are asserted as class actions, purporting to represent a group of similarly situated individuals. While it is not possible to forecast the outcome of such lawsuits/arbitrations, in light of existing insurance, reinsurance, and established reserves, it is the opinion of management that the disposition of such lawsuits/arbitrations will not have a materially adverse effect on the Company’s operations or financial position.

ING Financial Advisers, LLC, the principal underwriter and distributor of the contract, is a party to threatened or pending lawsuits/arbitration that generally arise from the normal conduct of business. Some of these suits may seek class action status and sometimes include claims for substantial compensatory, consequential or punitive damages and other types of relief. ING Financial Advisers, LLC is not involved in any legal proceeding which, in the opinion of management, is likely to have a material adverse effect on its ability to distribute the contract.

PRO.167680-10

Payment Delay or Suspension

We reserve the right to suspend or postpone the date of any payment of benefits or values under the following circumstances:

(a)	On any valuation date when the NYSE is closed (except customary weekend and holiday closings), or when trading on the NYSE is restricted;
(b)	When an emergency exists as determined by the SEC so that disposal of securities held in the subaccounts is not reasonably practicable or it is not reasonably practicable to fairly determine the value of the subaccount’s assets; or
(c)	During any other periods the SEC may by order permit for the protection of investors.

The conditions under which restricted trading or an emergency exists shall be determined by the rules and regulations of the SEC.

Transfer of Ownership; Assignment

An assignment of a contract will only be binding on us if it is made in writing and sent to us at the address listed in “Contract Overview - Questions: Contacting the Company.” We will use reasonable procedures to confirm that the assignment is authentic, including verification of signature. If we fail to follow our own procedures, we will be liable for any losses to you directly resulting from the failure. Otherwise, we are not responsible for the validity of any assignment. The rights of the contract holder and the interest of the annuitant and any beneficiary will be subject to the rights of any assignee we have on our records.

Account Termination

Where allowed by state law, we reserve the right to terminate an individual account if contributions have not been made to the account for a period of two full years and the guaranteed monthly benefit under the income phase options would be less than $20 per month. We will notify you or the contract holder 90 days prior to terminating the account. If we exercise this right we will not deduct an early withdrawal charge.

Intent to Confirm Quarterly

Under certain contracts, we will provide confirmation of scheduled transactions quarterly rather than immediately to the participant.

CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

The SAI contains more specific information on the Separate Account and the contract, as well as the financial statements of the Separate Account and the Company. A list of the contents of the SAI is set forth below:


		Page
General Information and History		2
Variable Annuity Account C		2
Offering and Purchase of Contracts		2
Income Phase Payments		3
Sales Material and Advertising		4
Experts		5
Financial Statements of the Separate Account	S	-1
Consolidated Financial Statements of ING Life Insurance and Annuity Company	C	-1

You may request an SAI by calling the Company at the number listed in “Contract Overview - Questions: Contacting the Company.”

PRO.167680-10


APPENDIX I
GUARANTEED ACCUMULATION ACCOUNT


The Guaranteed Accumulation Account is a fixed interest option that may be available during the accumulation
phase under the contracts. This Appendix is only a summary of certain facts about the Guaranteed Accumulation
Account. Please read the Guaranteed Accumulation Account prospectus before investing in this option. You may
obtain a copy of the Guaranteed Accumulation Account prospectus by contacting us at the address or telephone
number listed in “Contract Overview: Questions - Contacting the Company.”

General Disclosure.Amounts that you invest in the Guaranteed Accumulation Account will earn a guaranteed
interest rate if amounts are left in the Guaranteed Accumulation Account for the specified period of time. If you
withdraw or transfer those amounts before the specified period of time has elapsed, we may apply a “market value
adjustment,” which may be positive or negative.

When you decide to invest money in the Guaranteed Accumulation Account, you will want to contact your local
representative or the Company to learn:

>	The interest rate we will apply to the amounts that you invest in the Guaranteed Accumulation Account. We
	change this rate periodically, so be certain you know what rate we guarantee on the day your account dollars are
	invested into the Guaranteed Accumulation Account.
>	The period of time your account dollars need to remain in the Guaranteed Accumulation Account in order to
	earn that rate. You are required to leave your account dollars in the Guaranteed Accumulation Account for a
	specified period of time (guaranteed term), in order to earn the guaranteed interest rate.

Deposit Periods.A deposit period is the time during which we offer a specific interest rate if you deposit dollars for
a certain guaranteed term. For a particular interest rate and guaranteed term to apply to your account dollars, you
must invest them during the deposit period during which that rate and term are offered.

Interest Rates.We guarantee different interest rates, depending upon when account dollars are invested in the
Guaranteed Accumulation Account. The interest rate we guarantee is an annual effective yield; that means that the
rate reflects a full year’s interest. We credit interest daily at a rate that will provide the guaranteed annual effective
yield over one year. Not all contracts provide for minimum interest rates for the Guaranteed Accumulation Account.
Apart from meeting the contractual minimum interest rates (if any), we can in no way guarantee any aspect of future
offerings.

Our guaranteed interest rates are influenced by, but do not necessarily correspond to, interest rates available on fixed
income investments we may buy using deposits directed to Guaranteed Accumulation Account. We consider other
factors when determining guaranteed interest rates including regulatory and tax requirements, sales commissions
and administrative expenses borne by the Company, general economic trends, competitive factors, and whether an
interest rate lock is being offered for that guaranteed term under certain contracts.We make the final
determination regarding guaranteed interest rates. We cannot predict the level of future guaranteed interest
rates.

Interest Rate Lock.Certain contracts may provide a 45 day interest rate lock in connection with external transfers
into the Guaranteed Accumulation Account, which you must elect at the time you initiate the external transfer.
Under this rate lock provision, we will deposit external transfers to the deposit period offering the greater of (a) and
(b) where:

a)	is the guaranteed interest rate for the deposit period in effect at the time we receive the rate lock election; and
b)	is the guaranteed interest rate for the deposit period in effect at the time we receive an external transfer from
	your prior provider.

This rate lock will be available to all external transfers received for 45 days from the date we receive a rate lock
election. In the event we receive an external transfer after this 45 day time period, it will be deposited to the deposit
period in effect at the time we receive the external transfer, and will earn the guaranteed interest rate for that
guaranteed term. Only one rate lock may be in effect at one time per contract -- once a rate lock has been elected,
that rate lock will apply to all external transfers received during that 45 day period, and you may not elect to begin a
new rate lock period during that 45 day period.


PRO.167680-10	47


Amounts subject to the rate lock will not be deposited until the external transfer has been received, and will not be
credited interest until deposited. This could result in the deposit being credited interest for a shorter term than if a
rate lock had not been elected. The cost of providing a rate lock may be a factor we consider when determining the
guaranteed interest rate for a deposit period, which impacts the guaranteed interest rate for all investors in that
guaranteed term.

Fees and Other Deductions

If all or a portion of your account value in the Guaranteed Accumulation Account is withdrawn, you may incur the
following:

>	Market Value Adjustment (MVA) as described in this appendix and in the Guaranteed Accumulation Account
	prospectus;
>	Tax Penalties and/or Tax withholding - See “Tax Considerations”;
>	Early Withdrawal Charge - See “Fees”; and/or
>	Maintenance Fee - See “Fees”.

We do not make deductions from amounts in the Guaranteed Accumulation Account to cover mortality and expense
risks. Rather, we consider these risks when determining the credited rate.

Market Value Adjustment (MVA). If you withdraw or transfer your account value from the Guaranteed
Accumulation Account before the guaranteed term is completed, an MVA may apply. The MVA reflects the change
in the value of the investment due to changes in interest rates since the date of deposit. The MVA may be positive or
negative. Certain waivers of the MVA may also apply. See your Guaranteed Accumulation Account prospectus for
further details.

>	If interest rates at the time of withdrawal have increased since the date of deposit, the value of the investment
	decreases and the MVA will be negative. This could result in your receiving less than the amount you paid into
	the Guaranteed Accumulation Account.
>	If interest rates at the time of withdrawal have decreased since the date of deposit, the value of the investment
	increases and the MVA will be positive.

Under contracts issued in New York, if you have elected ECO as described in “Systematic Distribution Options,” no
MVA applies to amounts withdrawn from the Guaranteed Accumulation Account.

Guaranteed Terms.The guaranteed term is the period of time account dollars must be left in the Guaranteed
Accumulation Account in order to earn the interest rate specified for that guaranteed term. We offer different
guaranteed terms at different times. Check with your local representative or the Company to learn the details about
the guaranteed term(s) currently being offered.

In general we offer the following guaranteed terms:

>	Short-term - three years or less; and
>	Long-term - ten years or less, but greater than three years.

At the end of a guaranteed term, the contract holder or you if permitted may:

>	Transfer dollars to a new guaranteed term;
>	Transfer dollars to other available investment options; or
>	Withdraw dollars.

Deductions may apply to withdrawals. See “Fees and Other Deductions” in this section.


PRO.167680-10	48

Transfer of Account Dollars.Generally, account dollars invested in the Guaranteed Accumulation Account may be transferred among guaranteed terms offered through the Guaranteed Accumulation Account, and/or to other investment options offered through the contract. However, transfers may not be made during the deposit period in which your account dollars are invested in the Guaranteed Accumulation Account or for 90 days after the close of that deposit period. We will apply an MVA to transfers made before the end of a guaranteed term.

Income Phase.The Guaranteed Accumulation Account cannot be used as an investment option during the income phase. The contract holder or you, if permitted, may notify us at least 30 days in advance to elect a variable payment option and to transfer your Guaranteed Accumulation Account dollars to any of the subaccounts available during the income phase.

Loans.You cannot take a loan from your account value in the Guaranteed Accumulation Account. However, we include your account value in the Guaranteed Accumulation Account when determining the amount of your account value we may distribute as a loan.

Reinstating Amounts Withdrawn from the Guaranteed Accumulation Account.If amounts are withdrawn from the Guaranteed Accumulation Account and then reinstated in the Guaranteed Accumulation Account, we will apply the reinstated amount to the current deposit period. The guaranteed annual interest rate, and guaranteed terms available on the date of reinstatement will apply. Amounts will be reinstated proportionately in the same way as they were allocated before withdrawal.

Your account value will not be credited for any negative MVA that was deducted at the time of withdrawal.

PRO.167680-10


APPENDIX II
FIXED PLUS ACCOUNT II


The Fixed Plus Account II is an investment option available during the accumulation phase under some contracts.
Amounts allocated to the Fixed Plus Account II are held in the Company’s general account which supports
insurance and annuity obligations.

Additional information about this option may be found in the contract.

General Disclosure.Interests in the Fixed Plus Account II have not been registered with the SEC in reliance upon
exemptions under the Securities Act of 1933, as amended. Disclosure in this prospectus regarding the Fixed Plus
Account II may be subject to certain generally applicable provisions of the federal securities laws relating to the
accuracy and completeness of the statements. Disclosure in this Appendix regarding the Fixed Plus Account II has
not been reviewed by the SEC.

Certain Restrictions.This option may not be available in all states or in certain contracts in some states. We
reserve the right to limit investments in or transfers to the Fixed Plus Account II. You may not elect certain
withdrawal options, including the systematic distribution option, if you have requested a Fixed Plus Account II
transfer or withdrawal in the prior 12-month period. Under certain emergency conditions, we may defer payment of
a withdrawal from the Fixed Plus Account II for a period of up to six months, after making a written request and
receiving approval from the applicable insurance commissioner.

Interest Rates.The Fixed Plus Account II guarantees that amounts allocated to this option will earn the minimum
interest rate specified in the contract. We may credit a higher interest rate from time to time, but the rate we credit
will never fall below the guaranteed minimum specified in the contract. Among other factors, the safety of the
interest rate guarantees depends upon the claims-paying ability of the Company. Amounts applied to the Fixed Plus
Account II will earn the interest rate in effect at the time money is applied. Amounts in the Fixed Plus Account II
will reflect a compound interest rate as credited by us. The rate we quote is an annual effective yield.

Our determination of credited interest rates reflects a number of factors, including mortality and expense risks,
interest rate guarantees, the investment income earned on invested assets and the amortization of any capital gains
and/or losses realized on the sale of invested assets, and whether a transfer credit has been selected. Under this
option, we assume the risk of investment gain or loss by guaranteeing the amounts you allocate to this option and
promising a minimum interest rate and income phase payment.

Requests for Partial Withdrawals.The contract holder or you, if permitted by the plan, may take up to 20% of the
Fixed Plus Account II value as a partial withdrawal in each twelve (12) month period. We determine the amount
eligible for partial withdrawal as of the date we receive a request for partial withdrawal in good order at the address
listed in “Contract Overview - Questions: Contacting the Company”. The amount allowed for partial withdrawal is
reduced by any Fixed Plus Account II withdrawals, transfers, loans or amounts applied to income phase payment
options made in the prior 12 months. In calculating the 20% limit, we reserve the right to include payments made
due to the election of a systematic distribution option.

Waiver of Partial Withdrawal Limits.We waive the 20% limit if the partial withdrawal is due to the election of an
income phase payment option on a life-contingent basis or payments for a stated period on a fixed-only basis. We
also waive the 20% limit for withdrawals due to your death. The waiver upon death may only be exercised once and
must occur within six months after your date of death.

The 20% limit is also waived if the withdrawal is due to financial hardship or hardship resulting from an
unforeseeable emergency, as defined by the Tax Code and regulations thereunder (under some contracts it must be
for an unforeseeable emergency), and the following requirements are satisfied:

>	The hardship or unforeseeable emergency is certified by your employer, if applicable;
>	The amount is paid directly to you; and
>	The amount paid for all withdrawals due to hardship or unforeseeable emergency during the previous 12-month
	period does not exceed 20% of the average value of all individual accounts under the relevant contracts during
	that same period.


PRO.167680-10	50


The 20% limit is also waived if the partial withdrawal is due to separation from service and the following conditions
are met:

>		The separation from service is documented in a form acceptable to us.
>		The amount withdrawn is paid directly to you or as a direct rollover to a Tax Code section 403(b), 401 or
		governmental 457(b) plan or an Individual Retirement Account or Individual Retirement Annuity designated by
		you; and
>		The amount paid for all partial and full withdrawals due to separation from service during the previous 12-
		month period does not exceed 20% of the average value of all individual accounts under the relevant contracts
		during that same period.

In addition, under some contracts for 401(a) and 457(b) plans, the percentage limit is waived:

1	)	For any in-service distribution permitted by the plan when:
		a)	The distribution is certified by the employer;
		b)	The amount is paid directly to the participant; and
		c)	The amount paid for all withdrawals during the previous 12 months does not exceed 20% of the average
			value of all individual accounts under the contract during that period.

2	)	For the purposes of taking a loan from the plan, subject to conditions agreed to by the contract holder and the
		Company in writing.

Additionally, under certain contracts, the percentage limit is waived:
>		To purchase permissive past service credit under a governmental defined benefit plan.
>		Due to disability as defined in the Tax Code, and when:
		(1)	If applicable, certified by an employer;
		(2)	The amount is paid directly to the participant; and
		(3)	The amount paid for all withdrawals due to disability during the previous 12 months does not exceed 20%
			of the average value of all individual accounts under the contract during that period.

We may allow other waivers of the percentage limit on partial withdrawals to participants in certain plans. You can
determine what additional waivers, if any, apply to you by referring to the contract or certificate.

Requests for Full Withdrawals.If the contract holder or you, as applicable, if allowed by the plan and permitted
under the contract, request a full withdrawal of your account value or the value of all individual accounts, we will
pay any amounts held in the Fixed Plus Account II with interest, in five annual payments equal to:

>		One-fifth of the individual Fixed Plus Account II value, or the value of the sum of all individual accounts, as
		applicable, in the Fixed Plus Account II on the day the request is received, reduced by any Fixed Plus Account
		II withdrawals, transfers, amounts used to purchase income phase payments, or loans initiated by either by the
		contract holder or you during the prior 12 months;
>		One-fourth of the remaining Fixed Plus Account II value 12 months later; reduced by any Fixed Plus Account II
		withdrawals, transfers, amounts used to purchase annuity payments, or loans initiated by either by the contract
		holder or you during the prior 12 months;
>		One-third of the remaining Fixed Plus Account II value 12 months later; reduced by any Fixed Plus Account II
		withdrawals, transfers, amounts used to purchase annuity payments, or loans initiated by either by the Contract
		Holder or you, during the prior 12 months;
>		One-half of the remaining Fixed Plus Account II value 12 months later; and reduced by any Fixed Plus Account
		II withdrawals, transfers, amounts used to purchase annuity payments, or loans initiated by either by the
		contract holder or you during the prior 12 months;
>		The balance of the Fixed Plus Account II value 12 months later.

The contract holder may withdraw the sum of the value of all individual accounts under the contract provided that
the contract holder controls the contract.

No early withdrawal charge applies to amounts withdrawn from the Fixed Plus Account II.

The contract holder or you, as applicable, may cancel a full withdrawal request from the Fixed Plus Account II at
any time.


PRO.167680-10	51


Waiver of Full Withdrawal Provisions.We will waive the Fixed Plus Account II five-installment payout for full
withdrawals made due to one or more of the following:

>	When the amount in the Fixed Plus Account II is $5000 or less (or, if applicable, as otherwise allowed by the
	plan for a lump-sum cash-out without participant consent) and during the previous 12 months no amounts have
	been withdrawn, transferred, taken as a loan (if allowed under the Contract), or used to purchase income phase
	payments;

>	Due to a participant's death before income phase payments begin and paid within six months of the participant's
	death;

>	Made because the Company terminated the account under the circumstances described in “Other Topics -
	Account Termination”;

>	To purchase income phase payments on a life-contingent basis or payments for a stated period on a fixed-only
	basis;

>	Due to a participant’s separation from service (provided, however, that such waiver shall not apply due to a
	participant’s severance from employment that would not otherwise qualify as a separation from service), and
	when:
	(1	)	Separation from service is documented in a form acceptable to us;
	(2	)	The amount is paid directly to the participant or as a direct rollover to another Tax Code Section 403(b),
			401 or governmental 457(b) plan or an Individual Retirement Account or Individual Retirement Annuity
			designated by the participant; and
	(3	)	The amount paid for all withdrawals due to separation from service during the previous 12 months does not
			exceed 20% of the average value of all individual accounts under the contract during that period.

>	Due to a participant’s financial hardship or unforeseeable emergency as defined in the Tax Code, and when:
	(1	)	If applicable, certified by the employer;
	(2	)	The amount is paid directly to the participant; and
	(3	)	The amount paid for all withdrawals due to financial hardship during the previous 12 months does not
			exceed 20% of the average value of all individual accounts under the contract during that period.

Additionally, under certain contracts we will waive the five-payment full withdrawal provision due to one or more
of the following:

>	For any in-service distribution permitted by the plan, when:
	(1	)	Certified by the employer;
	(2	)	The amount is paid directly to the participant; and
	(3	)	The amount paid for all withdrawals during the previous 12 months does not exceed 20% of the average
			value of all individual accounts under the contract during that period.

>	For amounts taken as a loan in accordance with the terms of the plan. The withdrawal is made on a pro rata
	basis from each of the investment options in which the individual account is invested. Certain investment
	options may be excluded from the pro rata withdrawal requirement as directed by the participant at the time of
	the loan withdrawal and agreed to by the Company.

>	To purchase permissive past service credit under a governmental defined benefit plan.

>	Due to disability as defined in the Tax Code, and when:
	(1	)	If applicable, certified by the employer;
	(2	)	The amount is paid directly to the participant; and
	(3	)	The amount paid for all withdrawals due to disability during the previous 12 months does not exceed 20%
			of the average value of all individual accounts under the contract during that period.

Additionally, we may allow other waivers of the five installment payout for full withdrawals to participants in
certain plans. You can determine what additional waivers, if any, apply to you by referring to the contract or
certificate.


PRO.167680-10	52

Charges.We do not make deductions from amounts in the Fixed Plus Account II to cover mortality and expense risks. We consider these risks when determining the credited rate.

Transfers.The contract holder or you, if allowed by the plan, may transfer 20% of your account value held in the Fixed Plus Account II in each 12-month period. We determine the amount eligible for transfer on the day we receive a transfer request in good order at the address listed in “Contract Overview - Questions: Contacting the Company.” We will reduce amounts allowed for transfer by any Fixed Plus Account II withdrawals, transfers, loans or amounts applied to income phase payment options during the prior 12 months. In calculating the percentage limit on transfers, we reserve the right to include payments made due to the election of any of the systematic distribution options. We will waive the percentage limit on transfers when the value in the Fixed Plus Account II is $5,000 or less.

If you transfer 20% of your account value held in the Fixed Plus Account II in each of four consecutive 12-month periods, you may transfer the remaining balance in the succeeding 12-month period provided you do not allocate any amount to or transfer any other amount from the Fixed Plus Account II during the five-year period. The 20% amount available to transfer under this provision will be reduced by any amount transferred, taken as a loan or applied to income phase payment options within the 12-month period preceding the first 20% transfer. Also, we may reduce it for payments we made from your Fixed Plus Account II value under any systematic distribution option.

Income Phase.Subject to the Fixed Plus Account II full and partial withdrawal provisions, amounts accumulating under the Fixed Plus Account II can be used to fund fixed and variable payments during the income phase. The Fixed Plus Account II full and partial withdrawal provisions are waived upon the election of a lifetime annuity option or the election of a nonlifetime option on a fixed basis, but are not waived upon the election of a nonlifetime option on a variable basis. Availability of subaccounts may vary during the income phase.

Contract Loans.If permitted under the plan, loans may be made from account values held in the Fixed Plus Account II. See the loan agreement for a description of the amount available and possible consequences upon loan default if Fixed Plus Account II values are used for a loan.

Transfer Credits.The Company provides a transfer credit in certain circumstances. See “Contract Purchase and Participation - Transfer Credits.” The transfer credit is a specified percentage of the assets or other specified amount that is transferred to the Company under a contract that remain in the accounts for the period of time specified by the Company. We apply the transfer credit to the current value held in the Fixed Plus Account II.

PRO.167680-10

APPENDIX III

FIXED ACCOUNT

The Fixed Account is an investment option available during the accumulation phase under certain exchanged

contracts (contracts exchanged from prior Company contracts). Amounts allocated to the Fixed Account are held in

the Company’s general account which supports insurance and annuity obligations. This option may not be available

in all states.

Additional information about this option may be found in the contract.

General Disclosure.Interests in the Fixed Account have not been registered with the SEC in reliance upon

exemptions under the Securities Act of 1933, as amended. Disclosure in this prospectus regarding the Fixed Account

may be subject to certain generally applicable provisions of the federal securities laws relating to the accuracy and

completeness of the statements. Disclosure in this Appendix regarding the Fixed Account has not been reviewed by

the SEC.

Interest Rates.The Fixed Account guarantees that amounts allocated to this option will earn the minimum interest

rate specified in the contract. We may credit a higher interest rate from time to time, but the rate we credit will

never fall below the guaranteed minimum specified in the contract. Among other factors, the safety of the interest

rate guarantee depends upon the claims-paying ability of the Company. Amounts applied to the Fixed Account will

earn the interest rate in effect at the time money is applied. Amounts in the Fixed Account will reflect a compound

interest rate as credited by us. The rate we quote is an annual effective yield.

Our determination of credited interest rates reflects a number of factors, including mortality and expense risks,

interest rate guarantees, the investment income earned on invested assets, the amortization of any capital gains

and/or losses realized on the sale of invested assets. Under this option, we assume the risk of investment gain or loss

by guaranteeing the amounts you allocate to this option and promising a minimum interest rate and income phase

payment.

The contract describes how we will determine the interest rate credited to amounts held in the Fixed Account during

the payment period, including the minimum interest rate.

Charges.We do not make deductions from amounts in the Fixed Account to cover mortality and expense risks. We

consider these risks when determining the credited rate.

If you make a withdrawal from amounts in the Fixed Account, an early withdrawal charge may apply. See “Fees -

Early Withdrawal Charge.” When the contract is issued to replace an existing contract issued to the plan by the

Company, the time basis for measuring the applicable withdrawal charge will reflect the number of years between

the effective date of individual accounts under the previous contract and the date of the withdrawal.

Transfers.During the accumulation phase, you may transfer account dollars from the Fixed Account to any other

available investment option. We may vary the dollar amount that you are allowed to transfer, but it will never be less

than 10% of your account value held in the Fixed Account each calendar year. We determine the amount available

for transfer based on your Fixed Account value as of the date we receive the transfer request in good order at the

address listed in “Contract Overview - Questions: Contacting the Company.” The 10% limit does not apply to

amounts being transferred into the Fixed Plus Account II (if available under the contract).

Contract Loans.If available under your plan, contract loans may be made from account values held in the Fixed

Account.


PRO.167680-10	54


APPENDIX IV
	PARTICIPANT APPOINTMENT OF EMPLOYER AS AGENT
UNDER AN ANNUITY CONTRACT


For Plans under Section 403(b) and 401 of the Code, including Roth 403(b) and Roth
401(k) (Except Most Voluntary Section 403(b) Plans)*


The employer has adopted a plan under Internal Revenue Code Sections 403(b), Roth 403(b), 401(a)/401(k), or Roth
401(k), (“Plan”) and has purchased an ING Life Insurance and Annuity Company (“Company”) group variable
annuity contract (“contract”) as the funding vehicle. Contributions under this Plan will be made by the participant
through salary reduction to an Employee Account, and by the employer to an Employer Account.

By electing to participate in the employer’s Plan, the participant voluntarily appoints the employer, who is the
contract holder, as the participant’s agent for the purposes of all transactions under the contract in accordance with
the terms of the Plan. The Company is not a party to the Plan and does not interpret the Plan provisions.

As a participant in the Plan, the participant understands and agrees to the following terms and conditions:

>	The participant owns the value of his/her Employee Account subject to the restrictions of Sections 403(b),
	401(a)/401(k) and the terms of the Plan. Subject to the terms of the vesting schedule in the Plan and the
	restrictions of Section 403(b), 401(a)/401(k), the participant has ownership in the value of his/her Employer
	Account.
>	The Company will process transactions only with the employer’s written direction to the Company. The
	participant will be bound by the employer’s interpretation of the Plan provisions and its written direction to the
	Company.
>	The employer may permit the participant to make investment selections under the Employee Account and/or the
	Employer Account directly with the Company under the terms of the contract. Without the employer’s written
	permission, the participant will be unable to make any investment selections under the contract.
>	On behalf of the participant, the employer may request a loan in accordance with the terms of the contract and
	the provisions of the Plan. The Company will make payment of the loan amount directly to the participant. The
	participant will be responsible for making repayments directly to the Company in a timely manner.
>	In the event of the participant’s death, the employer is the named Beneficiary under the terms of the contract.
	The participant has the right to name a personal Beneficiary as determined under the terms of the Plan and file
	that Beneficiary election with the employer. It is the employer’s responsibility to direct the Company to
	properly pay any death benefits.




* Under most group contracts issued through a voluntary 403(b) or Roth 403(b) plan you generally hold all rights under the
	contract and may make elections for your accounts. However, pursuant to Treasury Department regulations that were effective
	on January 1, 2009, the exercise of certain of these rights may require the consent and approval of the plan sponsor or its
	delegate. See “Tax Considerations - Section 403(b) and Roth 403(b) Tax-Deferred Annuities.” See the contract or your
	certificate (if applicable) to determine who holds rights under the contract.


PRO.167680-10	55


APPENDIX V
DESCRIPTION OF UNDERLYING FUNDS

The investment results of the mutual funds (funds) are likely to differ significantly and there is no
assurance that any of the funds will achieve their respective investment objectives. You should
consider the investment objectives, risks and charges, and expenses of the funds carefully before
investing. Please refer to the fund prospectuses for additional information. Shares of the funds will
rise and fall in value and you could lose money by investing in the funds. Shares of the funds are not
bank deposits and are not guaranteed, endorsed or insured by any financial institution, the Federal
Deposit Insurance Corporation or any other government agency. Except as noted, all funds are
diversified, as defined under the Investment Company Act of 1940. Fund prospectuses may be
obtained free of charge at the address and telephone number listed on the first page of this
summary by accessing the SEC’s website or by contacting the SEC Public Reference Branch. If you
have received a summary prospectus for any of the funds available through your contract, you may
obtain a full prospectus and other fund information free of charge by either accessing the internet
address, calling the telephone number or sending an email request to the email address shown on
the front of the fund’s summary prospectus.

Certain funds offered under the contracts have investment objectives and policies similar to other
funds managed by the fund’s investment adviser. The investment results of a fund may be higher or
lower than those of other funds managed by the same adviser. There is no assurance and no
representation is made that the investment results of any fund will be comparable to those of
another fund managed by the same investment adviser.

For the share class of each fund offered through your contract, please see the cover page.

Fund Name and
Investment Adviser/Subadviser	Investment Objective(s)
The Alger Funds II - Alger Green Fund	Seeks long-term capital appreciation.

Investment Adviser:Fred Alger Management,
Inc.

American Century Government Income Trust -	Seeks to provide total return and inflation protection
American Century^®Inflation-Adjusted Bond	consistent with investment in inflation-indexed
Fund	securities.

Investment Adviser:American Century
Investment Management, Inc.

American Mutual Fund^®	Seeks to strive for the balanced accomplishment of
	three objectives: current income, growth of capital and
Investment Adviser:Capital Research and	conservation of principal.
Management Company

Ariel Investment Trust - Ariel Fund	Seeks long-term capital appreciation.

Investment Adviser:Ariel Capital Management,
LLC

Artisan Funds, Inc. - Artisan International Fund	Seeks maximum long-term capital growth.

Investment Adviser:Artisan Partners Limited
Partnership


PRO.167680-10	56


Fund Name and
Investment Adviser/Subadviser	Investment Objective(s)
Aston Funds - Aston/Optimum Mid Cap Fund	Seeks long-term total return through capital
	appreciation by investing primarily in common and
Investment Adviser:Aston Asset Management LP	preferred stocks and convertible securities.

Subadviser:Optimum Investment Advisors, LLC

Columbia Funds Series Trust - Columbia Mid Cap	Seeks long-term capital appreciation.
Value Fund

Investment Adviser:Columbia Management
Investment Advisers, LLC

EuroPacific Growth Fund®	Seeks to provide long-term growth of capital by
	investing in companies based outside the United States.
Investment Adviser:Capital Research and
Management Company

Fidelity®Variable Insurance Products - Fidelity®	Seeks long-term capital appreciation.
VIP Contrafund®Portfolio

Investment Adviser:Fidelity Management &
Research Company

Subadvisers:FMR Co., Inc.; Fidelity Management
& Research (U.K.) Inc.; Fidelity Research &
Analysis Company; Fidelity Investments Japan
Limited; Fidelity International Investment Advisors;
Fidelity International Investment Advisors (U.K.)
Limited

Franklin Templeton Variable Insurance Products	Seeks long-term total return. The Fund normally invests
Trust - Franklin Small Cap Value Securities	at least 80% of its net assets in investments of small
Fund	capitalization companies.

Investment Adviser:Franklin Advisory Services,
LLC

Fundamental Investors^SM	Seeks to provide long-term growth of capital and
	income primarily through investments in common
Investment Adviser:Capital Research and	stocks.
Management Company

ING Partners, Inc. - ING American Century Small-	Seeks long-term capital growth; income is a secondary
Mid Cap Value Portfolio	objective.

Investment Adviser:Directed Services LLC

Subadviser:American Century Investment
Management, Inc.

ING Variable Portfolios, Inc. - ING BlackRock	Seeks long-term capital appreciation.
Science and Technology Opportunities Portfolio

Investment Adviser:ING Investments, LLC

Subadviser:BlackRock Advisors, LLC


PRO.167680-10	57


Fund Name and
Investment Adviser/Subadviser	Investment Objective(s)
ING Investors Trust - ING Clarion Real Estate	Anon-diversifiedPortfolio that seeks total return
Portfolio	including capital appreciation and current income.

Investment Adviser:Directed Services LLC

Subadviser:ING Clarion Real Estate Securities
LLC

ING Investors Trust - ING Global Resources	Anon-diversifiedPortfolio that seeks long-term capital
Portfolio	appreciation.

Investment Adviser:Directed Services LLC

Subadviser:ING Investment Management Co.

ING Variable Funds - ING Growth and Income	Seeks to maximize total return through investments in a
Portfolio	diversified portfolio of common stocks and securities
	convertible into common stocks. It is anticipated that
Investment Adviser:ING Investments, LLC	capital appreciation and investment income will both be
	major factors in achieving total return.
Subadviser:ING Investment Management Co.

ING Partners, Inc. - ING Index Solution Income	Seeks to provide a combination of total return and
Portfolio	stability of principal consistent with an asset allocation
	targeted to retirement.
Investment Adviser:Directed Services LLC

Subadviser:Investment Committee

ING Partners, Inc. - ING Index Solution 2015	Until the day prior to its Target Date, the Portfolio
Portfolio	seeks to provide total return consistent with an asset
	allocation targeted at retirement in approximately 2015.
Investment Adviser:Directed Services LLC	On the Target Date, the Portfolio’s investment objective
	will be to seek to provide a combination of total return
Subadviser:Investment Committee	and stability of principal consistent with an asset
	allocation targeted to retirement.

ING Partners, Inc. - ING Index Solution 2025	Until the day prior to its Target Date, the Portfolio
Portfolio	seeks to provide total return consistent with an asset
	allocation targeted at retirement in approximately 2025.
Investment Adviser:Directed Services LLC	On the Target Date, the Portfolio’s investment objective
	will be to seek to provide a combination of total return
Subadviser:Investment Committee	and stability of principal consistent with an asset
	allocation targeted to retirement.

ING Partners, Inc. - ING Index Solution 2035	Until the day prior to its Target Date, the Portfolio
Portfolio	seeks to provide total return consistent with an asset
	allocation targeted at retirement in approximately 2035.
Investment Adviser:Directed Services LLC	On the Target Date, the Portfolio’s investment objective
	will be to seek to provide a combination of total return
Subadviser:Investment Committee	and stability of principal consistent with an asset
	allocation targeted to retirement.


PRO.167680-10	58


Fund Name and
Investment Adviser/Subadviser	Investment Objective(s)
ING Partners, Inc. - ING Index Solution 2045	Until the day prior to its Target Date, the Portfolio
Portfolio	seeks to provide total return consistent with an asset
	allocation targeted at retirement in approximately 2045.
Investment Adviser:Directed Services LLC	On the Target Date, the Portfolio’s investment objective
	will be to seek to provide a combination of total return
Subadviser:Investment Committee	and stability of principal consistent with an asset
	allocation targeted to retirement.

ING Partners, Inc. - ING Index Solution 2055	Until the day prior to its Target Date, the Portfolio
Portfolio	seeks to provide total return consistent with an asset
	allocation targeted at retirement in approximately 2055.
Investment Adviser:Directed Services LLC	On the Target Date, the Portfolio’s investment objective
	will be to seek to provide a combination of total return
Consultant:ING Investment Management Co.	and stability of principal consistent with an asset
	allocation targeted to retirement.

ING Intermediate Bond Portfolio	Seeks to maximize total return consistent with
	reasonable risk. The Portfolio seeks its objective
Investment Adviser:ING Investments, LLC	through investments in a diversified portfolio consisting
	primarily of debt securities. It is anticipated that capital
Subadviser:ING Investment Management Co.	appreciation and investment income will both be major
	factors in achieving total return.

ING Variable Portfolios, Inc. - ING International	Seeks investment results (before fees and expenses) that
Index Portfolio	correspond to the total return of a widely accepted
	International Index.
Investment Adviser:ING Investments, LLC

Subadviser:ING Investment Management Co.

ING Investors Trust - ING JPMorgan Emerging	Seeks capital appreciation.
Markets Equity Portfolio

Investment Adviser:Directed Services LLC

Subadviser:J.P. Morgan Investment Management
Inc.

ING Investors Trust - ING Large Cap Growth	Seeks long-term capital growth.
Portfolio

Investment Adviser:Directed Services LLC

Subadviser:ING Investment Management Co.

ING Variable Products Trust - ING MidCap	Seeks long-term capital appreciation.
Opportunities Portfolio

Investment Adviser:ING Investments, LLC

Subadviser:ING Investment Management Co.


PRO.167680-10	59


Fund Name and
Investment Adviser/Subadviser	Investment Objective(s)
ING Money Market Portfolio*	Seeks to provide high current return, consistent with
	preservation of capital and liquidity, through investment
Investment Adviser:ING Investments, LLC	in high-quality money market instruments while
	maintaining a stable share price of $1.00.
Subadviser: ING Investment Management Co.

* There is no guarantee that the ING Money
Market Subaccount will have a positive or level
return.

ING Partners, Inc. - ING Oppenheimer Global	Seeks capital appreciation.
Portfolio

Investment Adviser:Directed Services LLC

Subadviser:OppenheimerFunds, Inc.

ING Partners, Inc. - ING PIMCO Total Return	Seeks maximum total return, consistent with capital
Portfolio	preservation and prudent investment management.

Investment Adviser:Directed Services LLC

Subadviser:Pacific Investment Management
Company LLC (PIMCO)

ING Partners, Inc. - ING Pioneer High Yield	Seeks to maximize total return through income and
Portfolio	capital appreciation.

Investment Adviser:Directed Services LLC

Subadviser:Pioneer Investment Management, Inc.

ING Investors Trust - ING Pioneer Mid Cap Value	Seeks capital appreciation.
Portfolio

Investment Adviser:Directed Services LLC

Subadviser:Pioneer Investment Management, Inc.

ING Variable Portfolios, Inc. - ING Russell^TMLarge	Seeks investment results (before fees and expenses) that
Cap Index Portfolio	correspond to the total return of the Russell Top 200^®
	Index.
Investment Adviser:ING Investments, LLC

Subadviser:ING Investment Management Co.

ING Variable Portfolios, Inc. - ING Russell^TMMid	Seeks investment results (before fees and expenses) that
Cap Index Portfolio	correspond to the total return of the Russell Midcap^®
	Index.
Investment Adviser:ING Investments, LLC

Subadviser:ING Investment Management Co.

ING Variable Portfolios, Inc. - ING Russell^TMSmall	Seeks investment results (before fees and expenses) that
Cap Index Portfolio	correspond to the total return of the Russell 2000^®
	Index.
Investment Adviser:ING Investments, LLC

Subadviser:ING Investment Management Co.


PRO.167680-10	60


Fund Name and
Investment Adviser/Subadviser	Investment Objective(s)
ING Variable Portfolios, Inc. - ING Small Company	Seeks growth of capital primarily through investment in
Portfolio	a diversified portfolio of common stocks of companies
	with smaller market capitalizations.
Investment Adviser:ING Investments, LLC

Subadviser:ING Investment Management Co.

ING Variable Products Trust - ING SmallCap	Seeks long-term capital appreciation.
Opportunities Portfolio

Investment Adviser:ING Investments, LLC

Subadviser:ING Investment Management Co.

ING Investors Trust - ING T. Rowe Price Capital	Seeks, over the long-term, a high total investment
Appreciation Portfolio	return, consistent with the preservation of capital and
	prudent investment risk.
Investment Adviser:Directed Services LLC

Subadviser:T. Rowe Price Associates, Inc.

ING Investors Trust - ING T. Rowe Price Equity	Seeks substantial dividend income as well as long-term
Income Portfolio	growth of capital.

Investment Adviser:Directed Services LLC

Subadviser: T. Rowe Price Associates, Inc.

ING Partners, Inc. - ING Templeton Foreign Equity	Seeks long-term capital growth.
Portfolio

Investment Adviser:Directed Services LLC

Subadviser:Templeton Investment Counsel, LLC

ING Partners, Inc. - ING Thornburg Value Portfolio	Prior to January 4, 2011, the Portfolio seeks capital
	appreciation.
Investment Adviser:Directed Services LLC
	Effective January 4, 2011, the Portfolio seeks long-term
Subadviser:Thornburg Investment Management,	capital appreciation, and secondarily current income.
Inc.

ING Variable Portfolios, Inc. - ING U.S. Bond Index	Seeks investment results (before fees and expenses) that
Portfolio	correspond to the total return of the Barclays Capital
	U.S. Aggregate Bond Index^®.
Investment Adviser:ING Investments, LLC

Subadviser:Neuberger Berman Fixed Income LLC

ING Investors Trust - ING U.S. Stock Index	Seeks total return.
Portfolio

Investment Adviser:Directed Services LLC

Subadviser:ING Investment Management Co.


PRO.167680-10	61


Fund Name and
Investment Adviser/Subadviser	Investment Objective(s)
ING Partners, Inc. - ING Van Kampen Equity and	Seeks total return, consisting of long-term capital
Income Portfolio	appreciation and current income.

Investment Adviser:Directed Services LLC

Subadviser:Invesco Advisers, Inc.

ING Investors Trust - ING Van Kampen Growth	Seeks long-term growth of capital and income.
and Income Portfolio

Investment Adviser:Directed Services LLC

Subadviser:Invesco Advisers, Inc.

Invesco Growth Series - Invesco Mid Cap Core	Seeks long-term growth of capital.
Equity Fund

Investment Adviser:Invesco Advisers, Inc.

Parnassus Funds - Parnassus Equity Income Fund	Seeks to achieve both capital appreciation and current
	income by investing primarily in a diversified portfolio
Investment Adviser:Parnassus Investments	of equity securities.


Templeton Income Trust - Templeton Global Bond	Seeks current income with capital appreciation and
Fund	growth of income.

Investment Adviser:Franklin Advisers, Inc.

The Growth Fund of AmericaÒ	Seeks to provide long-term growth of capital through a
	diversified portfolio of common stocks.
Investment Adviser:Capital Research and
Management Company

Wanger Advisors Trust - Wanger Select	Anon-diversifiedfund that seeks long-term growth of
	capital.
Investment Adviser:Columbia Wanger Asset
Management, L.P.

Wanger Advisors Trust - Wanger USA	Seeks long-term growth of capital.

Investment Adviser:Columbia Wanger Asset
Management, L.P.


PRO.167680-10	62

FOR MASTER APPLICATIONS ONLY

I hereby acknowledge receipt of a Variable Annuity Account C prospectus dated November 19, 2010 as well as

all current prospectuses for the funds available under the Contracts.

__Please send a Variable Annuity Account C Statement of Additional Information (Form No. SAI.167680-10)

dated November 19, 2010.

CONTRACT HOLDER’S SIGNATURE

DATE

PRO.167680-10

VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY CORRESPCorrespondence with SEC