Voya Insurance & Annuity POS AM Prospectus update (post-effective amendment)

	As filed with the Securities and Exchange Commission on April 19, 2011
Registration File No. 333-133076
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
POST-EFFECTIVE AMENDMENT NO. 5
TO
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ING USA ANNUITY AND LIFE INSURANCE COMPANY
IOWA
(State or other jurisdiction of incorporation or organization)
6355
(Primary Standard Industrial Classification Code Number)
41-0991508
(I.R.S. Employer Identification No.)
ING
1475 Dunwoody Drive
West Chester, PA 19380-1478
(610)425-3400
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Nicholas Morinigo, Esq.
ING
1475 Dunwoody Drive
West Chester, PA 19380-1478
(610)425-3447
	(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public:
As soon as practical after the effective date of the Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933 check the following box		[X]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering		[ ]
If this Form is post-effective amendment filed pursuant to Rule 462(c) under the Securities Act,
check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering		[ ]
If this Form is post-effective amendment filed pursuant to Rule 462(d) under the Securities Act,
check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering		[ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.¨
Large accelerated filer¨	Accelerated Filer¨
Non-accelerated filerþ(Do not check if a smaller reporting company)	Smaller reporting company¨

PART I

INFORMATION REQUIRED IN PROSPECTUS

ING USA Annuity and Life Insurance Company

Fixed Account I

April29, 2011

Fixed Account I (“Fixed Account”) is an optional fixed interest allocation offered during the accumulation phase of
your deferred combination variable and fixed annuity contract (the “Contract”) between you and ING USA Annuity
and Life Insurance Company (“ING USA,” the “Company,” “we” or “our”). The Fixed Account, which is a
segregated asset account of ING USA, provides a means for you to invest on a tax-deferred basis and earn a
guaranteed interest rate for guaranteed interest periods (Fixed Interest Allocation(s)). We will credit your Fixed
Interest Allocation(s) with a fixed rate of interest. We generally offer several Fixed Interest Allocations at any one
time. We reserve the right to limit the number of Fixed Interest Allocations or the availability of certain Fixed
Interest Allocations. The number of Fixed Interest Allocations offered may vary by state, we may not offer all Fixed
Interest Allocations on all Contracts, and the rates for a given Fixed Interest Allocation may vary among Contracts.
We set the interest rates periodically. We may credit a different interest rate for each Fixed Interest Allocation. The
interest you earn in the Fixed Account as well as your principal is guaranteed by ING USA, as long as you do not
take your money out before the maturity date for the applicable interest period. If you take your money out from a
Fixed Interest Allocation more than 30 days before the applicable maturity date, we will apply a market value
adjustment (“Market Value Adjustment”). A Market Value Adjustment could increase or decrease your contract
value and/or the amount you take out. A surrender charge may also apply to withdrawals from your contract. You
bear the risk that you may receive less than your principal because of the Market Value Adjustment.

You have a right to return a contract for a refund as described in the variable annuity contract prospectus.

The variable annuity contract prospectus describes the Contract offered by ING USA. The Contract is available in
connection with certain retirement plans that qualify for special federal income tax treatment as well as those that do
not qualify for such treatment. Please refer to the Contract prospectus for more information.

This prospectus accompanies a Contract prospectus and provides information that you should know before investing
in the Fixed Account and should be kept for future reference. If you need more information after reading this
prospectus, please contact us at our Customer Service Center, P.O. Box 9271, Des Moines, Iowa 50306-9271 or call
(800) 366-0066 or your registered representative. Either prospectus is available without charge upon request. To
obtain a copy of these documents, write to or call our Customer Service Center or access the SEC’s website
(http://www.sec.gov).

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon
the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

An investment in the Fixed Account is not a bank deposit and is not insured or guaranteed by any bank or by
the Federal Deposit Insurance Corporation or any other government agency.

This prospectus must be accompanied or preceded by a current prospectus for a variable Contract.

Fixed Account I

TABLE OF CONTENTS
	Page
FEES AND EXPENSES	1
ING USA ANNUITY AND LIFE INSURANCE COMPANY	1
FINANCIAL STATEMENTS	2
THE FIXED INTEREST ALLOCATION	2
SPECIAL FUNDS	5
THE ANNUITY CONTRACT	5
WITHDRAWALS	6
TRANSFERS AMONG YOUR INVESTMENTS	7
CHARGES AND FEES	8
DEATH BENEFIT AND OPTIONAL RIDERS	8
OTHER CONTRACT PROVISIONS	8
OTHER INFORMATION	8
APPENDIX A – Market Value Adjustment Examples	A1

Fixed Account I

FEES AND EXPENSES

The variable Contract has insurance features and investment features, and there are charges related to each. For

more information about these Contract fees and expenses please refer to the Contract prospectus.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

ING USA Annuity and Life Insurance Company (“ING USA”) is an Iowa stock life insurance company, which was

originally incorporated in Minnesota on January 2, 1973. ING USA is a wholly owned subsidiary of Lion

Connecticut Holdings Inc. (“Lion Connecticut”), which in turn is a wholly owned subsidiary of ING Groep N.V.

(“ING”), a global financial services holding company based in The Netherlands. ING USA is authorized to sell

insurance and annuities in all states, except New York and the District of Columbia. Although we are a subsidiary

of ING, ING is not responsible for the obligations under the Contract. The obligations under the Contract are solely

the responsibility of ING USA.

Directed Services LLC, the distributor of the Contracts is also a wholly owned indirect subsidiary of ING.

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 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 combinations thereof.

Our principal office is located at 1475 Dunwoody Drive, West Chester, Pennsylvania 19380.

Regulatory Matters

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As with many financial services companies, the Company and its affiliates periodically receive 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 Company or the financial services

industry. Some of these investigations and inquiries could result in regulatory action against the Company. The

potential outcome of such action is difficult to predict but could subject the Company or its affiliates to adverse

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

not currently anticipated that the outcome of any such action will have a material adverse effect on ING or ING’s

U.S.-based operations, including the Company. It is the practice of the Company and its affiliates to cooperate fully

in these matters.

FINANCIAL STATEMENTS

The audited financial statements of ING USA Annuity and Life Insurance Company are incorporated by reference

into this prospectus.

THE FIXED INTEREST ALLOCATION

You may allocate premium payments and transfer your Contract value to the available guaranteed interest periods of

the Fixed Account during the accumulation period as described in the prospectus for the Contract. Every time you

allocate money to the Fixed Account, we set up a Fixed Interest Allocation for the guaranteed interest period you

select. We reserve the right to limit the number of Fixed Interest Allocations or the availability of certain Fixed

Interest Allocations. The number of Fixed Interest Allocations offered may vary by state, we may not offer all Fixed

Interest Allocations on all Contracts, and the rates for a given Fixed Interest Allocation may vary among Contracts.

You may select one or more guaranteed interest periods at any one time. We will credit your Fixed Interest

Allocation with a guaranteed interest rate for the interest period you select, so long as you do not withdraw money

from that Fixed Interest Allocation before the end of the guaranteed interest period. Each guaranteed interest period

ends on its maturity date, which is the last day of the month in which the interest period is scheduled to expire.

If you surrender, withdraw, transfer or annuitize your investment in a Fixed Interest Allocation more than 30 days

before the end of the guaranteed interest period, we will apply a Market Value Adjustment to the transaction. A

Market Value Adjustment could increase or decrease the amount you surrender, withdraw, transfer or annuitize,

depending on current interest rates at the time of the transaction. You bear the risk that you may receive less than

your principal because of the Market Value Adjustment.

Assets supporting amounts allocated to the Fixed Account are available to fund the claims of all classes of our

customers, contract owners and other creditors. Interests under your Contract relating to the Fixed Account are

registered under the Securities Act of 1933, but the Fixed Account is not registered.

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Selecting a Guaranteed Interest Period
You may select one or more Fixed Interest Allocations with specified guaranteed interest periods. A guaranteed
interest period is the period that a rate of interest is guaranteed to be credited to your Fixed Interest Allocation. We
may at any time decrease or increase the number of guaranteed interest periods offered. In addition, we may offer
DCA Fixed Interest Allocations, which are 6-month and 1-year Fixed Interest Allocations available exclusively in
connection with our dollar cost averaging program. For more information on DCA Fixed Interest Allocations, see
“Transfers Among Your Investments — Dollar Cost Averaging from Fixed Interest Allocations.”

Your Contract value in the Fixed Account is the sum of your Fixed Interest Allocations and the interest credited as
adjusted for any withdrawals, transfers or other charges we may impose, including any Market Value Adjustment.
Your Fixed Interest Allocation will be credited with the guaranteed interest rate in effect for the guaranteed interest
period you selected when we receive and accept your premium or reallocation of Contract value. We will credit
interest daily at a rate that yields the quoted guaranteed interest rate.

Guaranteed Interest Rates
Each Fixed Interest Allocation will have an interest rate that is guaranteed as long as you do not take your money out
until its maturity date. We do not have a specific formula for establishing the guaranteed interest rates for the different
guaranteed interest periods. We determine guaranteed interest rates at our sole discretion. To find out the current
guaranteed interest rate for a guaranteed interest period you are interested in, please contact our Customer Service
Center or your registered representative. The determination may be influenced by the interest rates on fixed income
investments in which we may invest with the amounts we receive under the Contracts. We will invest these
amounts primarily in investment-grade fixed income securities (i.e., rated by Standard & Poor’s rating system to be
suitable for prudent investors) although we are not obligated to invest according to any particular strategy, except as
may be required by applicable law. You will have no direct or indirect interest in these investments. We will also
consider other factors in determining the guaranteed interest rates, including regulatory and tax requirements, sales
commissions and administrative expenses borne by us, general economic trends and competitive factors. We cannot
predict the level of future interest rates.

We may from time to time at our discretion offer interest rate specials for new premiums that are higher than the
current base interest rate then offered. Renewal rates for such rate specials will be based on the base interest rate
and not on the special rates initially declared.

Transfers from a Fixed Interest Allocation
You may transfer your Contract value in a Fixed Interest Allocation to one or more new Fixed Interest Allocations
with new guaranteed interest periods, or to any of the subaccounts of ING USA Annuity and Life Insurance
Company Separate Account B, as described in the Contract prospectus. We will transfer amounts from your Fixed
Interest Allocations starting with the guaranteed interest period nearest its maturity date, until we have honored your
transfer request.

The minimum amount that you can transfer to or from any Fixed Interest Allocation is $100. If a transfer request
would reduce the Contract value remaining in a Fixed Interest Allocation to less than $100, we will treat such
transfer request as a request to transfer the entire Contract value in such Fixed Interest Allocation. Transfers from a
Fixed Interest Allocation may be subject to a Market Value Adjustment. If you have a special Fixed Interest
Allocation that was offered exclusively with our dollar cost averaging program, canceling dollar cost averaging will
cause a transfer of the entire Contract value in such Fixed Interest Allocation to the Liquid Assets subaccount, and
such a transfer will be subject to a Market Value Adjustment.

On the maturity date of a guaranteed interest period, you may transfer amounts from the applicable Fixed Interest
Allocation to the subaccounts and/or to new Fixed Interest Allocations with guaranteed interest periods of any
length we are offering at that time, if any. You may not, however, transfer amounts to any Fixed Interest Allocation
with a guaranteed interest period that extends beyond the annuity start date.

At least 30 calendar days before a maturity date of any of your Fixed Interest Allocations, or earlier if required by
state law, we will send you a notice of the guaranteed interest periods that are available. You must notify us which
subaccounts or new guaranteed interest periods you have selected before the maturity date of your Fixed Interest
Allocations. If we do not receive timely instructions from you, we will transfer the Contract value in the maturing

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Fixed Interest Allocation to a new Fixed Interest Allocation with a guaranteed interest period that is the same as the
expiring guaranteed interest period. If such guaranteed interest period is not available or would go beyond the
annuity start date, we will transfer your Contract value in the maturing Fixed Interest Allocation to the next shortest
guaranteed interest period which does not go beyond the annuity start date. If no such guaranteed interest period is
available, we will transfer the Contract value to a subaccount specially designated by the Company for such purpose.
Currently we use the Liquid Assets subaccount for such purpose.

Withdrawals from a Fixed Interest Allocation
During the accumulation phase, you may withdraw a portion of your Contract value in any Fixed Interest Allocation.
You may make systematic withdrawals of only the interest earned during the prior month, quarter or year, depending
on the frequency chosen, from a Fixed Interest Allocation under our systematic withdrawal option. Systematic
withdrawals from a Fixed Interest Allocation are not permitted if such Fixed Interest Allocation is currently
participating in the dollar cost averaging program. A withdrawal from a Fixed Interest Allocation may be subject to
a Market Value Adjustment and a Contract surrender charge. Be aware that withdrawals may have federal income
tax consequences, including a 10% penalty tax, as well as state income tax consequences.

If you tell us the Fixed Interest Allocation from which your withdrawal will be made, we will assess the withdrawal
against that Fixed Interest Allocation. If you do not, we will assess your withdrawal against the subaccounts in
which you are invested, unless the withdrawal exceeds the Contract value in the subaccounts. If the withdrawal
exceeds the Contract value in those subaccounts, we will deduct your withdrawal from your Fixed Interest
Allocations starting with the guaranteed interest periods nearest their maturity dates until we have honored your
request.

Market Value Adjustment
A Market Value Adjustment may decrease, increase or have no effect on your Contract value. We will apply a
Market Value Adjustment (i) whenever you withdraw or transfer money from a Fixed Interest Allocation (unless
made within 30 days before the maturity date of the applicable guaranteed interest period, or under the systematic
withdrawal or dollar cost averaging program) and (ii) if on the annuity start date a guaranteed interest period for any
Fixed Interest Allocation does not end on or within 30 days of the annuity start date.

We determine the Market Value Adjustment by multiplying the amount you withdraw, transfer or apply to an
income plan by the following factor:

			N/365
(	1+ I	)
	1+J+.0025			-1

Where,
·	“I” is the Index Rate for a Fixed Interest Allocation on the first day of the guaranteed interest period;
·	“J” is the Index Rate for a new Fixed Interest Allocation with a guaranteed interest period equal to the time
	remaining (rounded up to the next full year) in the guaranteed interest period, except for a Fixed Interest
	Allocation of 6 months, where “J” is, at the time of calculation, the lesser of the Index Rate for a new Fixed
	Interest Allocation with (i) a 6-month guaranteed interest period, or (ii) a 1-year guaranteed interest period;
	and
·	“N” is the remaining number of days in the guaranteed interest period at the time of calculation.

The Index Rate is the average of the Ask Yields for U.S. Treasury STRIPS as quoted by a national quoting service
for a period equal to the applicable guaranteed interest period. The average currently is based on the period starting
from the 22nd day of the calendar month two months prior to the month of the Index Rate determination and ending
the 21st day of the calendar month immediately before the month of determination. We currently calculate the
Index Rate once each calendar month but have the right to calculate it more frequently. The Index Rate will always
be based on a period of at least 28 days. If the Ask Yields are no longer available, we will determine the Index Rate
by using a suitable and approved, if required, replacement method.

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A Market Value Adjustment may be positive, negative or result in no change. In general, if interest rates are rising,
you bear the risk that any Market Value Adjustment will likely be negative and reduce your Contract value. On the
other hand, if interest rates are falling, it is more likely that you will receive a positive Market Value Adjustment
that increases your Contract value. In the event of a full surrender, transfer or annuitization from a Fixed Interest
Allocation, we will add or subtract any Market Value Adjustment from the amount surrendered, transferred or
annuitized. In the event of a partial withdrawal, transfer or annuitization, we will add or subtract any Market Value
Adjustment from the total amount withdrawn, transferred or annuitized in order to provide the amount requested. If
a negative Market Value Adjustment exceeds your Contract value in the Fixed Interest Allocation, we will consider
your request to be a full surrender, transfer or annuitization of the Fixed Interest Allocation.
Several examples which illustrate how the Market Value Adjustment works are included in Appendix A.
SPECIAL FUNDS
We use the term Special Funds in the discussion of the enhanced death benefit options and the optional riders in
certain Contract prospectuses. The Special Funds currently include Fixed Interest Allocations and certain variable
subaccounts as described in your Contract prospectus. The Company may, at any time, designate any new and/or
existing investment option as a Special Fund with 30 days notice with respect to new premiums added or transfers to
such subaccount. Designation of an investment option as a Special Fund may vary by benefit. For example, an
investment option may be designated a Special Fund for purposes of calculating a living benefit, but not a death
benefit or for calculating one death benefit and not another. Please see your Contract prospectus for more
information.
THE ANNUITY CONTRACT
The Contract is described in another prospectus. This prospectus describes the Fixed Account and the operations of
any Fixed Interest Allocation under your Contract.
Contract Value in the Fixed Interest Allocations.On the contract date, the Contract value in any Fixed Interest
Allocation in which you are invested is equal to the portion of the initial premium paid and designated for allocation
to the Fixed Interest Allocation. On each business day after the contract date, we calculate the amount of Contract
value in each Fixed Interest Allocation as follows:
1)	We take the Contract value in the Fixed Interest Allocation at the end of the preceding business day.
2)	We credit a daily rate of interest on (1) at the guaranteed rate since the preceding business day.
3)	We add (1) and (2).
4)	We subtract from (3) any transfers from that Fixed Interest Allocation.
5)	We subtract from (4) any withdrawals, and then subtract any contract fees (including any rider charges) and
	premium taxes.
Additional premium payments and transfers allocated to the Fixed Account will be placed in a new Fixed Interest
Allocation. The Contract value on the date of allocation will be the amount allocated.
Cash Surrender Value
The cash surrender value is the amount you receive when you surrender the Contract. The cash surrender value will
fluctuate daily based on the interest credited to Fixed Interest Allocations, any Market Value Adjustment, and any
surrender charge. We do not guarantee any minimum cash surrender value. On any date during the accumulation
phase, we calculate the cash surrender value as follows: we start with your Contract value, then we adjust for any

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Market Value Adjustment, and then we deduct any surrender charge, any charge for premium taxes, the annual

contract administrative fee (unless waived), and any optional benefit rider charge, and any other charges incurred

but not yet deducted. Several examples which illustrate how the Market Value Adjustment works are included in

Appendix A.

WITHDRAWALS

Any time during the accumulation phase and before the death of the contract owner, except under certain qualified

contracts, you may withdraw all or part of your money. Keep in mind that if you request a withdrawal for more than

90% of the cash surrender value, and the remaining cash surrender value after the withdrawal is less than $2,500, we

will treat it as a request to surrender the Contract.

You need to submit to us a written request specifying the Fixed Interest Allocations or subaccounts from which

amounts are to be withdrawn, otherwise the withdrawal will be made on a pro rata basis from all of the subaccounts

in which you are invested. If there is not enough Contract value in the subaccounts, we will deduct the balance of

the withdrawal from your Fixed Interest Allocations starting with the guaranteed interest periods nearest their

maturity dates until we have honored your request. We will apply a Market Value Adjustment to any withdrawal

from your Fixed Interest Allocation taken more than 30 days before its maturity date. We will determine the

Contract value as of the close of business on the day we receive your withdrawal request at our Customer Service

Center. The Contract value may be more or less than the premium payments made. Please see the Contract

prospectus for the application of surrender charges to withdrawals.

We offer the following three withdrawal options:

Regular Withdrawals

After the free look period, you may make regular withdrawals. Each withdrawal must be a minimum of $100. We

will apply a Market Value Adjustment to any regular withdrawal from a Fixed Interest Allocation that is taken more

than 30 days before its maturity date.

Systematic Withdrawals

See the Contract prospectus for general information on Systematic Withdrawals.

Systematic withdrawals from Fixed Interest Allocations are limited to interest earnings during the prior month,

quarter, or year, depending on the frequency you chose. Systematic withdrawals are not subject to a Market Value

Adjustment, unless you have added the Fixed Dollar Systematic Withdrawal Feature discussed below and the

payments exceed interest earnings. Systematic withdrawals from Fixed Interest Allocations under the Fixed Dollar

Systematic Withdrawal Feature are available only in connection with Section 72(q) and 72(t) distributions. A Fixed

Interest Allocation may not participate in both the systematic withdrawal option and the dollar cost averaging

program at the same time.

Fixed Dollar Systematic Withdrawal Feature.You may add the Fixed Dollar Systematic Withdrawal

Feature to your regular fixed dollar systematic withdrawal program. This feature allows you to receive a systematic

withdrawal in a fixed dollar amount regardless of any Market Value Adjustments. Systematic withdrawals from

Fixed Interest Allocations under the Fixed Dollar Systematic Withdrawal Feature are available only in connection

with Section 72(q) and 72(t) distributions. We will assess a Market Value Adjustment on the withdrawal date if the

withdrawal from a Fixed Interest Allocation exceeds your interest earnings on the withdrawal date. We will adjust

the amount withdrawn to include any Market Value Adjustment so that the amount of each systematic withdrawal

remains fixed, unless you direct otherwise.

IRA Withdrawals

See the Contract prospectus for general information on IRA Withdrawals.

An IRA withdrawal from a Fixed Interest Allocation in excess of the amount allowed under systematic withdrawals

will be subject to a Market Value Adjustment.

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Consult your tax adviser regarding the tax consequences associated with taking withdrawals.You are

responsible for determining that withdrawals comply with applicable law. A withdrawal made before the taxpayer

reaches age 59½ may result in a 10% penalty tax. See “Federal Tax Considerations” in the Contract prospectus for

more details.

TRANSFERS AMONG YOUR INVESTMENTS

You may transfer your Contract value among the subaccounts in which you are invested and your Fixed Interest

Allocations at the end of the free look period until the annuity start date. See the Contract prospectus for general

information regarding transfers including transfers by third parties. We will apply a Market Value Adjustment to

transfers from a Fixed Interest Allocation taken more than 30 days before its maturity date, unless the transfer is

made under the dollar cost averaging program.

If you allocate Contract value to an investment option that has been designated as a Restricted Fund, your ability to

transfer Contract value to the Restricted Fund may be limited. A transfer to the Restricted Funds will not be permitted

to the extent that it would increase the Contract value in the Restricted Fund to more than the applicable limits

following the transfer. We do not limit transfers from Restricted Funds. If the result of multiple reallocations is to

lower the percentage of total Contract value in the Restricted Fund, the reallocation will be permitted even if the

percentage of Contract value in the Restricted Fund is greater than the limit.

Transfers will be based on values at the end of the business day in which the transfer request is received at our

Customer Service Center.

The minimum amount that you may transfer is $100 or, if less, your entire Contract value held in a subaccount or a

Fixed Interest Allocation.

Dollar Cost Averaging from Fixed Interest Allocations

You may elect to participate in our dollar cost averaging program in Fixed Account Interest Allocations starting 30

days after the Contract Date. The Fixed Interest Allocations serve as the source accounts from which we will, on a

monthly basis, automatically transfer a set dollar amount of money to contract investment portfolio subaccounts

selected by you.

The dollar cost averaging program is designed to lessen the impact of market fluctuation on your investment. Since

we transfer the same dollar amount to subaccounts each month, more units of a subaccount are purchased if the

value of its unit is low and fewer units are purchased if the value of its unit is high. Therefore, a lower than average

value per unit may be achieved over the long term. However, we cannot guarantee this. When you elect the dollar

cost averaging program, you are continuously investing in securities regardless of fluctuating price levels. You

should consider your tolerance for investing through periods of fluctuating price levels.

You elect the dollar amount you want transferred under this program. Each monthly transfer must be at least $100.

You may change the transfer amount once each contract year.

Transfers from a Fixed Interest Allocation under the dollar cost averaging program are not subject to a Market Value

Adjustment.

If you do not specify the subaccounts to which the dollar amount of the source account is to be transferred, we will

transfer the money to the subaccounts in which you are invested on a proportional basis. The transfer date is the

same day each month as your contract date. If, on any transfer date, your Contract value in a source account is equal

or less than the amount you have elected to have transferred, the entire amount will be transferred and the program

will end. You may terminate the dollar cost averaging program at any time by sending satisfactory notice to our

Customer Service Center at least 7 days before the next transfer date. A Fixed Interest Allocation may not

participate in the dollar cost averaging program and in systematic withdrawals at the same time.

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See “Dollar Cost Averaging” in the Contract prospectus for a discussion of transferring to a Restricted Fund.

We may in the future offer additional subaccounts or withdraw any subaccount or Fixed Interest Allocation to or

from the dollar cost averaging program or otherwise modify, suspend or terminate this program. Of course, such

change will not affect any dollar cost averaging programs in operation at the time.

CHARGES AND FEES

The Contract has insurance features and investment features, and there are charges related to each. For the

insurance features, the Company deducts a mortality and expense risk charge, an asset-based administrative charge,

and an annual contract administrative charge. Depending on your Contract, you may also be able to purchase

optional benefit riders, charges for which are deducted from your Contract value. We deduct the mortality and

expense risk charge and the asset-based administrative charges daily directly from your Contract value in the

subaccounts. We deduct the charge for the earnings multiplier benefit rider, if applicable, from your Fixed Interest

Allocations as well.

When deducting the other contract charges and rider charges, if the value in the subaccounts is insufficient, the contract

charges and rider charge will be deducted from the Fixed Interest Allocations starting with the guaranteed interest

periods nearest their maturity dates until the charge has been paid and the amount deducted may be subject to a

Market Value Adjustment. See the Contract prospectus for more information.

DEATH BENEFIT AND OPTIONAL RIDERS

Please refer to your Contract prospectus for descriptions of benefits under the Contract and the effect of your Fixed

Interest Allocations on those benefits and riders. For purposes of calculating the death benefits, certain investment

portfolios and the Fixed Account may be designated as “Special Funds.” Selecting a Special Fund may limit or

reduce the death benefit.

OTHER CONTRACT PROVISIONS

Suspension of Payments

We have the right to delay payment of amounts from a Fixed Interest Allocation for up to 6 months.

OTHER INFORMATION

State Regulation

We are regulated by the Insurance Department of the State of Iowa. We are also subject to the insurance laws and

regulations of all jurisdictions where we do business. We are required to submit annual statements of our operations,

including financial statements, to the Insurance Departments of the various jurisdictions in which we do business to

determine solvency and compliance with state insurance laws and regulations.

Legal Proceedings

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/arbitration, 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

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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.

Directed Services 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. Directed Services LLC, is not involved in any legal proceedingthatin the opinion of

management, is likely to have a material adverse effect on its ability to distribute the contract.

Experts

The financial statements of the Company appearing in the Company’s Annual Report on Form 10-K for the year

ended December 31, 2010(including schedules appearing therein), have been audited by Ernst & Young LLP,

independent registered public accounting firm, as stated in their reports, which are incorporated by reference, and

incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and

auditing.

Further Information

This prospectus does not contain all of the information contained in the registration statement of which this

prospectus is a part. Portions of the registration statement have been omitted from this prospectus as allowed by the

Securities and Exchange Commission (SEC). You may obtain the omitted information from the offices of the SEC,

as described below. We are required by the Securities Exchange Act of 1934 to file periodic reports and other

information with the SEC. You may inspect or copy information concerning the Company at the Public Reference

Room of the SEC at:

Securities and Exchange Commission

100 F Street, NE, Room 1580

Washington, DC 20549

You may also obtain copies of these materials at prescribed rates from the Public Reference Room of the above

office. More information on the operation of the Public Reference Room is available by calling the SEC at either 1-

800-SEC-0330 or 1-202-942-8090.

Our filings are available to the public on the SEC’s website at www.sec.gov. We also make our filings available on

our website athttp://ing.us/about-ing/company-

overview/financial-reports. (These uniform resource locators (URLs) are inactive textual references only and are

not intended to incorporate the SEC website or our website into this prospectus.) When looking for more

information about the Contract, you may find it useful to use the number assigned to the registration statement under

the Securities Act of 1933. This number is 333-133076.

Incorporation of Certain Documents by Reference

The SEC allows us to “incorporate by reference” information that we file with the SEC into this prospectus, which

means that incorporated documents are considered part of this prospectus. We can disclose important information to

you by referring you to those documents. This prospectus incorporates by reference the Annual Report on Form 10-

K for the year ended December 31, 2010. Form 10-K contains additional information about the Company and

includes certified financial statementsas of December 31, 2010 and 2009, and for each of the three years in the

period ended December 31, 2010. We were not required to

file any other reports pursuant to Sections 13(a) or 15(d) of the Securities and Exchange Act since

December 31, 2010.

You may request a free copy of any documents incorporated by reference in this prospectus (including any exhibits

that are specifically incorporated by reference in them). Please direct your request to:

ING

Customer Service Center

P.O. Box 9271

Des Moines, Iowa 50306-9271

1-800-366-0066

Fixed Account I

9

Inquiries

You may contact us directly by writing or calling us at the address or phone number shown above.

Fixed Account I

10

APPENDIX A
	Market Value Adjustment Examples

Example #1: Full Surrender¾Example of a Negative Market Value Adjustment

Assume $100,000 was allocated to a Fixed Interest Allocation with a guaranteed interest period of 10 years, an

initial Index Rate (“I”) of 5%; that a full surrender is requested 3 years into the guaranteed interest period; that the

Account Value on the date of surrender is $115,000; that the then Index Rate for a 7-year guaranteed interest period

(“J”) is 6%; and that no prior transfers or withdrawals affecting this Fixed Interest Allocation have been made.

Calculate the Market Value Adjustment

1	.	N =2,555( 365 x 7 )
2	.		Market Value Adjustment = $115,000 x	[(	1.05	)	2,555/365	-1	]= $-9,143
					1.0625

Therefore, the amount paid to you on full surrender, ignoring any surrender charge, is $105,857 ($115,000 - $9,143).

Example #2: Full Surrender¾Example of a Positive Market Value Adjustment

Assume $100,000 was allocated to a Fixed Interest Allocation with a guaranteed interest period of 10 years, an

initial Index Rate (“I”) of 5%; that a full surrender is requested 3 years into the guaranteed interest period; that the

Account Value on the date of surrender is $115,000; that the then Index Rate for a 7-year guaranteed interest period

(“J”) is 4%; and that no prior transfers or withdrawals affecting this Fixed Interest Allocation have been made.

Calculate the Market Value Adjustment

1	.	N =2,555( 365 x 7 )
2	.		Market Value Adjustment = $115,000 x	[(	1.05	)	2,555/365	-1	]=$5,918
					1.0425

Therefore, the amount paid to you on full surrender, ignoring any surrender charge, is $120,918 ($115,000 +$5,918).

Example #3: Withdrawal¾Example of a Negative Market Value Adjustment

Assume $200,000 was allocated to a Fixed Interest Allocation with a guaranteed interest period of 10 years, an

initial Index Rate (“I”) of 5%; that a withdrawal of $128,000 is requested 3 years into the guaranteed interest period;

that the Account Value on the date of withdrawal is $250,000; that the then Index Rate (“J”) for a 7-year guaranteed

interest period is 6%; and that no prior transfers or withdrawals affecting this Fixed Interest Allocation have been

made.

Fixed Account I

A1

First calculate the amount that must be withdrawn from the Fixed Interest Allocation to provide the amount

requested.

1	.	N =2,555( 365 x 7 )
2	.		Amount that must be withdrawn =	[$	128,000	/	(1.06251.05	)	2,555/365	]=$139,055

Then calculate the Market Value Adjustment on that amount.

3	.	Market Value Adjustment = $139,055 x	[(	1.05	)	2,555/365	-1	]=$-11,055
				1.0625

Therefore, the amount of the withdrawal paid to you, ignoring any surrender charge, is $128,000, as requested.

The Fixed Interest Allocation will be reduced by the amount of the withdrawal, $128,000, and also reduced by the

Market Value Adjustment of $11,055, for a total reduction in the Fixed Interest Allocation of $139,055.

Example #4: Withdrawal¾Example of a Positive Market Value Adjustment

Assume $200,000 was allocated to a Fixed Interest Allocation with a guaranteed interest period of 10 years, an

initial Index Rate of 5%; that a withdrawal of $128,000 requested 3 years into the guaranteed interest period; that the

Account Value on the date of withdrawal is $250,000; that the then Index Rate (“J”) for a 7-year guaranteed interest

period is 4%; and that no prior transfers or withdrawals affecting this Fixed Interest Allocation have been made.

First calculate the amount that must be withdrawn from the Fixed Interest Allocation to provide the amount

requested.

1	.	N =	2,555( 365 x 7 )
							1.05	2,555/365
2	.		Amountthat  must be	withdrawn =	[$	128,000/	(1.0425)		]=$121,736

Then calculate the Market Value Adjustment on that amount.

3	.	Market Value Adjustment = $121,736   x	[(	1.05	)	2,555/365	-1	]=$6,265
				1.0425

Therefore, the amount of the withdrawal paid to you, ignoring any surrender charge, is $128,000, as requested.

The Fixed Interest Allocation will be reduced by the amount of the withdrawal, $128,000, but increased by the

Market Value Adjustment of $6,265, for a total reduction in the Fixed Interest Allocation of $121,736.

Fixed Account I

A2

ING USA Annuity and Life Insurance Company
ING USA Annuity and Life Insurance Company is a stock company domiciled in Iowa.
Fixed Account I	04/29/2011

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Not Applicable

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

ING USA Annuity and Life Insurance Company (ING USA) shall indemnify (including therein the prepayment of

expenses) any person who is or was a director, officer or employee, or who is or was serving at the request of ING

USA as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise for

expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably

incurred by him with respect to any threatened, pending or completed action, suit or proceedings against him by

reason of the fact that he is or was such a director, officer or employee to the extent and in the manner permitted by

law.

ING USA may also, to the extent permitted by law, indemnify any other person who is or was serving ING USA in

any capacity. The Board of Directors shall have the power and authority to determine who may be indemnified

under this paragraph and to what extent (not to exceed the extent provided in the above paragraph) any such person

may be indemnified.

A corporation may procure indemnification insurance on behalf of an individual who is or was a director of the

corporation. Consistent with the laws of the State of Iowa,ING America Insurance Holdings, Inc. maintains

Professional Liability and fidelity bond insurance policies issued by an international insurer. The policies cover ING

America Insurance Holdings, Inc. and any company in which ING America Insurance Holdings, Inc. has a

controlling financial interest of 50% or more. These policies include either or both the principal underwriter, the

depositor and any/all assets under the care, custody and control of ING America Insurance Holdings, Inc. and/or its

subsidiaries. The policies provide for the following types of coverage: errors and omissions/professional liability,

employment practices liability and fidelity/crime (a/k/a “Financial Institutional Bond”).

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to

directors, officers and controlling persons of the Registrant, as provided above or otherwise, the Registrant has been

advised that in the opinion of the SEC such indemnification by the Depositor is against public policy, as expressed

in the Securities Act of 1933, and therefore may be unenforceable. In the event that a claim of such indemnification

(except insofar as it provides for the payment by the Depositor of expenses incurred or paid by a director, officer or

controlling person in the successful defense of any action, suit or proceeding) is asserted against the Depositor by

such director, officer or controlling person and the SEC is still of the same opinion, the Depositor or Registrant will,

unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of

appropriate jurisdiction the question of whether such indemnification by the Depositor is against public policy as

expressed by the Securities Act of 1933 and will be governed by the final adjudication of such issue.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Not Applicable

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)	Exhibits:
	3	(a)	Amendment to Articles of Incorporation Providing for the Name Change of Golden American
			Life Insurance Company, dated (11/21/03), incorporated herein by reference to Post Effective
			Amendment No. 1 to a Registration Statement on Form S-1 for Golden American Life Insurance
			Company filed with the Securities and Exchange Commission on April 9, 2007 (File Nos. 333-
			133076).
	3	(b)	Amendment to Articles of Incorporation Providing for the Change in Purpose and Powers of ING
			USA Annuity and Life Insurance Company, dated (03/04/04), incorporated herein by reference to
			Post Effective Amendment No. 1 to a Registration Statement on Form S-1 for Golden American
			Life Insurance Company filed with the Securities and Exchange Commission on April 9, 2007
			(File Nos. 333-133076).

3	(c)	Amended and Restated By-Laws of ING USA Annuity and Life Insurance Company, dated
		(12/15/04), incorporated herein by reference to Post Effective Amendment No. 1 to a Registration
		Statement on Form S-1 for Golden American Life Insurance Company filed with the Securities
		and Exchange Commission on April 9, 2007 (File Nos. 333-133076).
3	(d)	Resolution of Board of Directors for Powers of Attorney, dated (04/23/99), incorporated herein by
		reference to Post Effective Amendment No. 5 to a Registration Statement on Form N-4 for
		Golden American Life Insurance Company Separate Account B filed with the Securities and
		Exchange Commission on April 23, 1999 (File Nos. 333-28679, 811-05626).
3	(e)	Articles of Merger and Agreement and Plan of Merger of USGALC, ULAIC, ELICI into GALIC
		and renamed ING USA Annuity and Life Insurance Company, effective date (01/01/04), dated
(06/25/03), incorporated herein by reference to Post-Effective Amendment No. 25 to a
Registration Statement on Form N-4 for ING USA Annuity and Life Insurance Company
		Separate Account B filed with the Securities and Exchange Commission on February 13, 2004
		(File Nos. 333-28679, 811-05626).
3	(f)	Intercompany Agreement dated December 22, 2010 (effective January 1, 2010) between Directed
		Services LLC and ING USA Annuity and Life Insurance Company, incorporated herein by
		reference to Post Effective Amendment No. 55 to a Registration Statement on Form N-4 for ING
		USA Annuity and Life Insurance Company Separate Account B filed with the Securities and
		Exchange Commission on April 6, 2011 (File Nos. 333-28679, 811-05626).
3	(g)	Intercompany Agreement dated December 22, 2010 (effective January 1, 2010) between ING
		Investment Management LLC and ING USA Annuity and Life Insurance Company, incorporated
		herein by reference to Post Effective Amendment No. 55 to a Registration Statement on Form N-
4 for ING USA Annuity and Life Insurance Company Separate Account B filed with the
		Securities and Exchange Commission on April 6, 2011 (File Nos. 333-28679, 811-05626).
4	(a)	Individual Deferred Combination Variable and Fixed Annuity Contract, incorporated herein by
		reference to Post-Effective Amendment No. 12 to a Registration Statement on Form N-4 for
		Golden American Life Insurance Company Separate Account B filed with the Securities and
		Exchange Commission on April 23, 1999 (File Nos. 033-59261, 811-05626).
4	(b)	Group Deferred Combination Variable and Fixed Annuity Contract, incorporated herein by
		reference to Post-Effective Amendment No. 12 to a Registration Statement on Form N-4 for
		Golden American Life Insurance Company Separate Account B filed with the Securities and
		Exchange Commission on April 23, 1999 (File Nos. 033-59261, 811-05626).
4	(c)	Individual Deferred Variable Annuity Contract, incorporated herein by reference to Post-Effective
		Amendment No. 12 to a Registration Statement on Form N-4 for Golden American Life Insurance
		Company Separate Account B filed with the Securities and Exchange Commission on April 23,
		1999 (File Nos. 033-59261, 811-05626).
4	(d)	Individual Deferred Combination Variable and Fixed Annuity Contract, incorporated herein by
		reference to Post-Effective Amendment No. 3 to a Registration Statement on Form N-4 for
		Golden American Life Insurance Company Separate Account B filed with the Securities and
		Exchange Commission on April 23, 1999 (File Nos. 333-28769, 811-05626).
4	(e)	Group Deferred Combination Variable and Fixed Annuity Contract, incorporated herein by
		reference to Post-Effective Amendment No. 3 to a Registration Statement on Form N-4 for
		Golden American Life Insurance Company Separate Account B filed with the Securities and
		Exchange Commission on April 23, 1999 (File Nos. 333-28769, 811-05626).
4	(f)	Individual Deferred Variable Annuity Contract, incorporated herein by reference to Post-Effective
		Amendment No. 3 to a Registration Statement on Form N-4 for Golden American Life Insurance
		Company Separate Account B filed with the Securities and Exchange Commission on April 23,
		1999 (File Nos. 333-28769, 811-05626).

4			(g)	Individual Deferred Combination Variable and Fixed Annuity Contract, incorporated herein by
				reference to Pre-Effective Amendment No. 1 to a Registration Statement on Form N-4 for Golden
				American Life Insurance Company Separate Account B filed with the Securities and Exchange
				Commission on June 24, 2000 (File Nos. 333-33914, 811-05626).
4			(h)	Group Deferred Combination Variable and Fixed Annuity Certificate, incorporated herein by
				reference to Pre-Effective Amendment No. 1 to a Registration Statement on Form N-4 for Golden
				American Life Insurance Company Separate Account B filed with the Securities and Exchange
				Commission on June 24, 2000 (File Nos. 333-33914, 811-05626).
4	(i)			Individual Deferred Variable Annuity Contract, incorporated herein by reference to Pre-Effective
				Amendment No. 1 to a Registration Statement on Form N-4 for Golden American Life Insurance
				Company Separate Account B filed with the Securities and Exchange Commission on June 24,
				2000 (File Nos. 333-33914, 811-05626).
4	(j)			Company Address and Name Change Endorsement, incorporated herein by reference to Post-
				Effective Amendment No. 25 to a Registration Statement on Form N-4 for ING USA Annuity and
				Life Insurance Company Separate Account B filed with the Securities and Exchange Commission
				on February 13, 2004 (File Nos. 333-28679, 811-05626).
5				Opinion of Counsel, attached.
10				Material contracts are listed under exhibit 10 in the Company's Form 10-K for the fiscal year
				ended December 31, 2010 (File No. 001-32625), as filed with the Commission on March 30,
				2011. Each of the Exhibits so listed is incorporated by reference as indicated in the Form 10-K.
21				Subsidiaries of the Registrant·Incorporated herein by reference to Item 26 in Post-Effective
				Amendment No. 57 to a Registration Statement on Form N-4 for ING Life Insurance and Annuity
				Company (File No. 033-75962) as filed with the Securities and Exchange Commission on April 6,
				2011.
23 (i)				Consent of Independent Registered Public Accounting Firm, attached.
23 (ii)				Consent of Counsel, incorporated in Item 5 of this Part II, together with the Opinion of Counsel.
24				Powers of Attorney, attached.
(b)
				ING USA Annuity and Life Insurance Company Form 10-K for the fiscal year ended December
				31, 2010 is incorporated in Part I within the Prospectus.
Exhibits other than those listed above are omitted because they are not required or are not applicable.
ITEM 17. UNDERTAKINGS
(a) Rule 415 offerings. The undersigned registrant hereby undertakes as follows, pursuant to Item 512 of Regulation S-K:
(1) To file, during any period in which offers or sales of the registered securities are being made, a post-effective
amendment to this registration statement:
(i)		To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)		To reflect in the prospectus any facts or events arising after the effective date of the registration statement
		(or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a
		fundamental change in the information set forth in the registration statement; and
(iii)		To include any material information with respect to the plan of distribution not previously
		disclosed in the registration statement or any material changes to such information in the registration
		statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(ii)	Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering,
	other than registration statements relaying on Rule 430B or other than prospectuses filed in reliance on
	Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is
	first used after effectiveness. Provided, however, that no statement made in a registration statement or
	prospectus that is part of the registration statement or made in a document incorporated or deemed
	incorporated by reference into the registration statement or prospectus that is part of the registration
	statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or
	modify any statement that was made in the registration statement or prospectus that was part of the
	registration statement or made in any such document immediately prior to such date of first use.
(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser
in the initial distribution of the securities:
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the following communications, the undersigned
registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)	Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to
	be filed pursuant to Rule 424;
(ii)	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant
	or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information
	about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant: and
(iv)	Any other communication that is an offer in the offering made by the undersigned registrant to the
	purchaser.
(h) Request for Acceleration of Effective Date:
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by
a director, officer or controlling person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective
Amendment to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of West Chester, Commonwealth of Pennsylvania, on this 19^thday of April, 2011.

By:	ING USA ANNUITY AND LIFE INSURANCE COMPANY
	(Registrant)
By:	_________________
	Michael S. Smith *
	President and Director (principal executive officer)
By:	/s/ Nicholas Morinigo
	Nicholas Morinigoas
	Attorney-in-Fact

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration
Statement has been signed by the following persons in the capacities indicated on April 19, 2010.

Signatures		Titles
		President and Director
Michael S. Smith*		(principal executive officer)
		Director and Chairman
Patrick G. Flynn*
		Senior Vice President and Chief Accounting Officer
Steven T. Pierson*
		Director, Executive Vice President and Chief Financial Officer
Ewout L. Steenbergen*
		Director
Donald W. Britton*
		Director
Lynne R. Ford*
		Director
Robert G. Leary**
By:	/s/ Nicholas Morinigo
	Nicholas Morinigo as
	Attorney-in-Fact

*Executed by Nicholas Morinigo on behalf of those indicated pursuant to Powers of Attorney.

	EXHIBIT INDEX
ITEM	EXHIBIT		PAGE #
16(a)5	Opinion of Counsel	EX-5
16(a)23(i)	Consent of Independent Registered Public Accounting Firm	EX-23.I
16(a)23(ii)	Consent of Counsel		*
16(a)24	Powers of Attorney	EX-24
*Included in Exhibit 5 above