SEPARATE ACCOUNT B OF VOYA INSURANCE & ANNUITY CORRESP Correspondence with SEC

SEPARATE ACCOUNT B OF VOYA INSURANCE & ANNUITY CORRESPCorrespondence with SEC

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ING USA Annuity and Life Insurance Company

Separate Account B of ING USA Annuity and Life Insurance Company

Deferred Combination Variable and Fixed Annuity Prospectus

INGFRONTIERVARIABLEANNUITY

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&nb sp; December31, 2007

This prospectus describes INGFrontier Variable Annuity, a group and individual deferred
combination variable and fixed annuity contract (the “Contract”) offered for sale by ING USA Annuity and Life
Insurance Company (“ING USA,” the “Company,” “we,” “us,” or “our”) through Separate Account B (the “Separate
Account”). The Contract is available in connection with certain retirement plans that qualify for special federal
income tax treatment (“qualified Contracts”) under the Internal Revenue Code of 1986, as amended (the “Tax
Code”), as well as those that do not qualify for such treatment (“non-qualified Contracts”).

The Contract provides a means for you to allocate your premium payments in one or more subaccounts, each of
which invest in a single investment portfolio. You may also allocate premium payments to our Fixed Account with
guaranteed interest periods. Your contract value will vary daily to reflect the investment performance of the
investment portfolio(s) you select and any interest credited to your allocations in the Fixed Account. For Contracts
sold in some states, not all Fixed Interest Allocations or subaccounts are available. The investment portfolios
available under your Contract are listed on the next page.

You have a right to return a Contract within 10 days after you receive it for a refund of the adjusted contract
value, (which may be more or less than the premium payments you paid). Or, if required by your state, we refund
the original amount of your premium payment.In no event does the Company retain any investment gain associated
with a Contract that is free looked.Longer free look periods apply in some states and in certain situations. Your
free look rights depend on the laws of the state in which you purchase the Contract.

Replacing an existing annuity with the Contract may not be beneficial to you. Your existing annuity may
be subject to fees or penalties on surrender, and the Contract may have new charges.

This prospectus provides information that you should know before investing and should be kept for future
reference. A Statement of Additional Information (“SAI”), dated, December31, 2007, has been filed with the
Securities and Exchange Commission (“SEC”). It is available without charge upon request. To obtain a copy of this
document, write to our Customer Service Center at P.O. Box 9271, Des Moines, Iowa 50306-9271 or call (800) 366-
0066, or access the SEC’s website (http://www.sec.gov). 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 333-117260. The table of contents of the SAI is on the last page of this
prospectus and the SAI is made part of this prospectus by reference.

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

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Allocations to a subaccount investing in a Trust or Fund (investment portfolio) 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.

We pay compensation to broker/dealers whose registered representatives sell the Contract. “See “Other
Contract Provisions – Selling the Contract,” for further information about the amount of compensation we
pay.

The investment portfolios are listed on the next page.

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The investment portfolios available under your Contract are:

ING Investors Trust		ING Partners, Inc.

ING American Funds Bond Portfolio		ING Columbia Small Cap Value II Portfolio (Service Class)
ING American Funds Growth Portfolio
ING American Funds Growth-Income Portfolio
ING American Funds International Portfolio


		ING Oppenheimer Global Portfolio (Service Class)
		ING Oppenheimer Strategic Income Portfolio (Service Class)
ING FMR^SMDiversified Mid Cap Portfolio (Class S)		ING Templeton Foreign Equity Portfolio (Service Class)
ING FMR^SMLarge Cap Growth Portfolio (Class S)		ING T. Rowe Price Diversified Mid Cap Growth Portfolio
ING Focus 5 Portfolio(Class S)		(Service Class)
ING Franklin Income Portfolio (Class S)		ING T. Rowe Price Growth Equity Portfolio (Service Class)
ING Franklin Mutual Shares Portfolio (Class S)		ING Van Kampen Comstock Portfolio (Service Class)
ING Franklin Templeton Founding Strategy Portfolio (Class S)		ING Van Kampen Equity and Income Portfolio (Service Class)
ING Global Real Estate Portfolio (Class S)
ING Global Resources Portfolio (Class S)		ING Variable Portfolios, Inc.
		ING VPHigh Yield BondPortfolio (Class
ING International Growth Opportunities Portfolio (Class S)		S)
		ING VP Index Plus MidCap Portfolio (Class S)
		ING VP Index Plus SmallCap Portfolio (Class S)

		ING Variable Products Trust
		ING VPSmallCap OpportunitiesPortfolio
ING LifeStyle Aggressive Growth Portfolio (Class S)		(Class S)
ING LifeStyle Growth Portfolio (Class S)
ING LifeStyle Moderate Growth Portfolio (Class S)		ING VP Intermediate Bond Portfolio (Class S)
ING LifeStyle Moderate Portfolio (Class S)
ING Liquid Assets Portfolio (Class S)		Fidelity Variable Insurance Products
		Fidelity VIP Contrafund Portfolio (Service Class 2)
		Fidelity VIP Equity-Income Portfolio (Service Class 2)


ING Oppenheimer Main Street Portfolio (Class S)





ING T. Rowe Price Capital Appreciation Portfolio (Class S)
ING T. Rowe Price Equity Income Portfolio (Class S)
ING Templeton Global Growth Portfolio (Class S)
ING Van Kampen Capital Growth Portfolio (Class S)
ING Van Kampen Global Franchise Portfolio (Class S)
ING Van Kampen Growth and Income Portfolio (Class S)
ING Van Kampen Real Estate Portfolio (Class S)
ING WisdomTree^SMGlobal High-Yielding Equity Index
Portfolio (Class S)

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TABLE OF CONTENTS

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		Page
INDEX OF SPECIAL TERMS		1
FEES AND EXPENSES		2
CONDENSED FINANCIAL INFORMATION		5
ING USA SEPARATE ACCOUNT B		6
ING USA ANNUITY AND LIFE INSURANCE COMPANY		6
THE TRUSTS AND FUNDS		8
CHARGES AND FEES		9
THE ANNUITY CONTRACT		14
LIVING BENEFIT RIDERS		20
WITHDRAWALS		38
TRANSFERS AMONG YOUR INVESTMENTS (EXCESSIVE TRADING POLICY)		41
DEATH BENEFIT CHOICES		46
THE ANNUITY OPTIONS		51
OTHER CONTRACT PROVISIONS		54
OTHER INFORMATION		58
FEDERAL TAX CONSIDERATIONS		58
STATEMENT OF ADDITIONAL INFORMATION		68
APPENDIX A – The Investment Portfolios		A1
APPENDIX B – Fixed Account II		B1
APPENDIX C – Fixed Interest Division		C1
APPENDIX D – Surrender Charge for Excess Withdrawals Example		D1
APPENDIX E – Withdrawal Adjustment for 5% Roll-Up Death Benefit Example		E1
APPENDIX F – Special Funds and Excluded Funds Examples		F1
APPENDIX G – ING LifePay Plus and ING Joint LifePay Plus Partial Withdrawal Amount Examples		G1
APPENDIX H – Examples of Fixed Allocation Funds Automatic Rebalancing		H1

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INDEX OF SPECIAL TERMS

The following special terms are used throughout this prospectus. Refer to the page(s) listed for an explanation of
each term:

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Special Term		Page

Accumulation Unit		5
Annual Ratchet		48
Annuitant		15
Cash Surrender Value		19
Claim Date		46
Contract Date		14
Contract Owner		14
Contract Value		18
Contract Year		14
Covered Funds		9
Excluded Funds		9
Free Withdrawal Amount		10
Annuity Start Date		15
Market Value Adjustment		B1
Net Investment Factor		5
Net Rate of Return		5
Restricted Funds		8
Rider Date		21
5% Roll-up		47
Special Funds		9
Standard Death Benefit		47

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The following terms as used in this prospectus have the same or substituted meanings as the corresponding terms
currently used in the Contract:

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Term Used in This Prospectus		Corresponding Term Used in the Contract

Accumulation Unit Value		Index of Investment Experience
Annuity Start Date		Annuity Commencement Date
Contract Owner		Owner or Certificate Owner
Contract Value		Accumulation Value
Transfer Charge		Excess Allocation Charge
Fixed Interest Allocation		Fixed Allocation
Free Look Period		Right to Examine Period
Guaranteed Interest Period		Guarantee Period
ING LifePay Plus Base		MGWB Base
ING Joint LifePay Plus Base		MGWB Base
Subaccount(s)		Division(s)
Net Investment Factor		Experience Factor
Withdrawals		Partial Withdrawals

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FEES AND EXPENSES

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the
contract. For more information about the fees and expenses, please see the “Charges and Fees” section later in the
prospectus.

The first tabledescribes the fees and expenses that you will pay at the time that you buy the contract, surrender
the contract, or transfer contract value between investment options. State premium taxes may also be deducted.

Contract Owner Transaction Expenses¹
Surrender Charge:

Complete Years Elapsed

Since Premium Payment	0	1	2	3	4	5
Surrender Charge (as a percentage of	7%	7%	7%	6%	5%	0%
Premium Payment)
Transfer Charge:				$25 per transfer, currently zero
Premium Tax:				0% to 3.5%

1If you invested in a Fixed Interest Allocation, a Market Value Adjustment may apply to certain transactions. This may
increase or decrease your contract value and/or your transfer or surrender amount.

The next tabledescribes the fees and expenses that you will pay periodically during the time that you own the
Contract, not including Trust or Fund fees and expenses.

	Separate Account Annual Charges
Contract without any of the optional riders that may be available

Annual Contract Administrative Charge¹		$30

(We deduct this charge on each contract anniversary and on surrender. We waive this charge if the total of your
premium payments is $50,000 or more or if your contract value at the end of a contract year is $50,000 or more.)

	Option	Option	Option
	Package I	Package II	Package III
Mortality & Expense Risk Charge	0.90%	1.10%	1.25%

Asset-Based Administrative Charge	0.15%	0.15%	0.15%
Total^1,²	1.05%	1.25%	1.40%

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1 These changes are as a percentage of average contract value in each subaccount. These annual chargesarededucted

daily.

2 During the income phase, the Mortality & Expense Risk Charge, on an annual basis, is equal to 1.05% of amounts

invested in the subaccounts.

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The next tableshowsthe charges for the optional living benefit riders that may be available with the Contract.

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You may add only one of the following living benefit riders to your Contract. For more information about which
one may be right for you, please see “Living Benefit Riders.” For more information about the charges for the
optional riders, please see “Charges and Fees – Optional Rider Charges.”

Optional Living Benefit Rider Charges¹

ING LifePay Plus Minimum Guaranteed Withdrawal Benefit rider:

Current Annual Charge		Maximum Annual Charge²
0.60% of the ING LifePay Plus Base		2.00% of the ING LifePay Plus Base

ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit rider:

Current Annual Charge		Maximum Annual Charge³
0.85% of the ING LifePay Plus Base		2.50% of the ING LifePay Plus Base

1	An optional rider charge, expressed as a percentage of contract value that is rounded to the nearest hundredth of one percent, is deducted from the contract value in your subaccount allocations on a quarterly basis (and/or your Fixed Interest Allocations if there is insufficient contract value in the subaccounts).

2	The current annual charge can change upon a reset after your first five contract years. You will never pay more than new issues of this rider, subject to the maximum annual charge. Please see “ING LifePay Plus Minimum Guaranteed Withdrawal Benefit – ING LifePay Plus Reset Option.”

3	The current annual charge can change upon a reset after your first five contract years. You will never pay more than new issues of this rider, subject to the maximum annual charge. Please see “ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit – ING Joint LifePay Plus Reset Option.”

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The next two tablesshow the total annual charges you could pay, based on the amounts you have invested in
the subaccounts (unless otherwise indicated), for the Contract and each death benefit, and the most expensive rider
available. Maximum and current charges are shown, but not the Annual Contract Administrative Charge.
These tables do not show the Trust or Fund fees and expenses.Also, these tables do not show the investment
advisory fees that would be payable to any third party investment adviser for advice on management of the
Contract’s values.Please note that the bases for some charges may differ somewhat. For example, the charge for
the ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit rider is based on the ING Joint LifePay Plus
Base, which can be higher than contract value, leading to higher charges than would be the case if it were based on
contract value. Nevertheless, for purposes of these tables, we have assumed that the value of the amounts invested
in the subaccounts and the ING Joint LifePay Plus Base are both the same as the contract value.

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	Option	Option	Option
MAXIMUM CHARGES	Package 1	Package 2	Package 3

Mortality & Expense Risk Charge	0.90%	1.10%	1.25%
Asset-Based Administrative Charge	0.15%	0.15%	0.15%
Maximum ING Joint LifePay Plus Minimum
Guaranteed Withdrawal Benefit Rider Charge (as
percentage of the ING Joint LifePay Plus Base)	2.50%	2.50%	2.50%
Total	3.55%	3.75%	3.90%



	Option	Option	Option
CURRENT CHARGES	Package 1	Package 2	Package 3

Mortality & Expense Risk Charge	0.90%	1.10%	1.25%

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Asset-Based Administrative Charge	0.15%	0.15%	0.15%
Current ING Joint LifePay Plus Minimum
Guaranteed Withdrawal Benefit Rider Charge (as
percentage of the ING Joint LifePay Plus Base)	0.85%	0.85%	0.85%
Total	1.90%	2.10%	2.25%

The next item shows the minimum and maximum total operating expenses charged by the Trust or Fund that you
may pay periodically during the time that you own the Contract. More detail concerning each Trust or Fund’s fees
and expenses is contained in the prospectus for each Trust or Fund.



Total Annual Trust or Fund Operating Expenses¹	Minimum	Maximum

(expenses that are deducted from Trust or Fund assets, including
management fees, distribution and/or service (12b-1) fees, and	0.54%	1.32%
other expenses):

1	No waivers or reimbursement arrangements are reflected. These expenses reflect the expenses of the other (acquired) funds with a fund of funds. No Trust or Fund currently charges a redemption fee. For more information about redemption fees, please see “Charges and Fees – Charges Deducted from the Contract Value – Redemption Fees.”

Example:
This example is intended to help you compare the cost of investing in the Contract with the cost of investing in other
variable annuity contracts.

The example assumes that you invest $10,000, in the Contract for the time periods indicated. The costs reflected are
the maximum charges for the Contract with Option Package III and the ING Joint LifePay Plus Minimum
Guaranteed Withdrawal Benefit rider. The example also assumes that your investment has a 5% return each year,
and assumes the maximum Trust or Fund fees and expenses. Excluded are premium taxes and any transfer charges.
Note that surrender charges may apply if you choose to annuitize your Contract within the first contract year.

Because no Contracts have been issued as of the date of this prospectus, the example does not reflect the Annual
Contract Administrative Charge, which is determined by dividing the total amount of Annual Contract
Administrative Charges collected during the year attributable to the Contracts by the total average net assets
attributable to the Contract.

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

1) If you surrender your contract at the end of the applicable time period:
1 year	3 years	5 years	10 years
$1,109	$1,942	$2,613	$4,467
2) If you annuitize at the end of the applicable time period:
1 year	3 years	5 years	10 years
$1,109	$1,942	$2,613	$4,467
3) If you donotsurrender your contract:
1 year	3 years	5 years	10 years
$409	$1,242	$2,113	$4,467

Compensation is paid for the sale of the Contracts. For information about this compensation, see “Other Contract
Provisions - Selling the Contract.”

Fees Deducted by the Funds

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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. Fund fees are one factor that impacts
the value of a fund share. Please refer to the fund prospectuses for more information and to learn more about
additional factors.

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.
Please see “Charges and Fees – Trust and Fund Expenses” for more 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. Please see “Charges and Fees – Trust and Fund Expenses”
for more 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.

CONDENSED FINANCIAL INFORMATION

Accumulation Unit
We use accumulation units to calculate the value of a Contract. Each subaccount of Separate Account B has its own
accumulation unit value. The accumulation units are valued each business day that the New York Stock Exchange is
open for trading. Their values may increase or decrease from day to day according to a Net Investment Factor,
which is primarily based on the investment performance of the applicable investment portfolio. Shares in the
investment portfolios are valued at their net asset value.

Because no Contracts have been issued as of the date of this prospectus, no condensed financial information is
included in this prospectus.

The Net Investment Factor
The Net Investment Factor is an index number which reflects certain charges under the Contract and the investment
performance of the subaccount. The Net Investment Factor is calculated for each subaccount as follows:

1)	We take the net asset value of the subaccount at the end of each business day.

2)	We add to (1) the amount of any dividend or capital gains distribution declared for the subaccount and reinvested in such subaccount. We subtract from that amount a charge for our taxes, if any.

3)	We divide (2) by the net asset value of the subaccount at the end of the preceding business day.

4)	We then subtract the applicable daily charges from the subaccount: the mortality and expense risk charge; the asset-based administrative charge; and any optional rider charges.

Calculations for the subaccounts are made on a per share basis.

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The Net Rate of Return equals the Net Investment Factor minus one.

Financial Statements
The financial statements of the Separate Account and ING USA can be found in the SAI. The financial statements
of the Separate Account include information about all contracts offered through the Separate Account. The financial
statements of ING USA should only be considered as bearing on the Company’s ability to meet its contractual
obligations under the Contracts. ING USA’s financial statements do not bear on the future investment experience of
the assets held in the Separate Account.

ING USA SEPARATE ACCOUNT B

ING USA Separate Account B (“Separate Account B”) was established as a separate account of the Company on
July 14, 1988. It is registered with the SEC as a unit investment trust under the Investment Company Act of 1940,
as amended (the “1940 Act”). Separate Account B is a separate investment account used for our variable annuity
contracts. We own all the assets in Separate Account B but such assets are kept separate from our other accounts.

Separate Account B is divided into subaccounts. Each subaccount invests exclusively in shares of one investment
portfolio of a Trust or Fund. Each investment portfolio has its own distinct investment objectives and policies.
Income, gains and losses, realized or unrealized, of a portfolio are credited to or charged against the corresponding
subaccount of Separate Account B without regard to any other income, gains or losses of the Company. Assets
equal to the reserves and other contract liabilities with respect to each are not chargeable with liabilities arising out
of any other business of the Company. They may, however, be subject to liabilities arising from subaccounts whose
assets we attribute to other variable annuity contracts supported by Separate Account B. If the assets in Separate
Account B exceed the required reserves and other liabilities, we may transfer the excess to our general account.
When we deduct the fees we charge for the Contract, these would constitute excess assets that we would transfer to
the general account. We are obligated to pay all benefits and make all payments provided under the Contracts, and
will keep the Separate Account fully funded to cover such liabilities.

Note: We currently offer other variable annuity contracts that invest in Separate Account B but are not discussed in
this prospectus. Separate Account B may also invest in other investment portfolios which are not available under
your Contract. Under certain circumstances, we may make certain changes to the subaccounts. For more
information, see “The Annuity Contract — Addition, Deletion, or Substitution of Subaccounts and Other Changes.”

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.

Lion Connecticut is the holding company for Directed Services LLC., the investment manager of the ING Investors
Trust and the distributor of the Contracts, and other interests. ING also owns ING Investments, LLC and ING
Investment Management, Co, portfolio managers of the ING Investors Trust, and the investment managers of the
ING Variable Insurance Trust and ING Variable Products Trust and ING Variable Product Portfolios, respectively.

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

Regulatory Matters
As with many financial services companies, the Company and its affiliates have received informal and formal

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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.

Insurance and Other Regulatory Matters.The New York Attorney General, other federal and state
regulators and self-regulatory agencies are also 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; potential anti-competitive activity; reinsurance;
marketing practices; specific product types (including group annuities and indexed annuities); and disclosure. It is
likely that the scope of these industry investigations will further broaden before they conclude. The Company and
certain of its U.S. affiliates have received formal and informal requests in connection with such investigations, 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 ING, 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 may be taken by regulators with respect to the Company or certain affiliates before investigations relating to
fund trading are completed. The potential outcome of such action is difficult to predict but could subject the
Company or 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.

ING has agreed to indemnify and hold harmless the ING Funds from all damages resulting from wrongful conduct
by ING or its employees or from ING’s internal investigation, any investigations conducted by any governmental or
self-regulatory agencies, litigation or other formal proceedings, including any proceedings by the SEC.
Management reported to the ING Funds Board that ING management believes that the total amount of any
indemnification obligations will not be material to 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. Specifically, U.S. federal income tax law imposes requirements relating to
nonqualified annuity product design, administration, and investments that are conditions for beneficial tax treatment
of such products under the Internal Revenue Code. (See “Federal Tax Considerations” for further discussion of
some of these requirements.) Failure to administer certain nonqualified contract features (for example, contractual
annuity start dates in nonqualified annuities) could affect such beneficial tax treatment. In addition, state and
federal securities and insurance laws impose requirements relating to insurance and annuity product design, offering
and distribution, and administration. Failure to meet any of these complex tax, securities, or insurance requirements

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could subject the Company to administrative penalties, unanticipated remediation, or other claims and costs.

THE TRUSTS AND FUNDS

You will find more detailed information about the Trusts and Funds currently available under your Contract
in Appendix A — The Investment Portfolios. A prospectus containing more complete information on each
Trust or Fund may be obtained by calling our Customer Service Center at 800-366-0066. You should read
the prospectus carefully before investing.

Certain funds are designated as “Master-Feeder,” or “LifeStyle Funds.” Funds offered in a Master-Feeder structure
(such as the American Funds) or fund of funds structure (such as the LifeStyle Funds) may have higher fees and
expenses than a fund that invests directly in debt and equity securities. Consult with your investment professional to
determine if the Portfolios may be suited to your financial needs, investment time horizon and risk comfort level.
You should periodically review these factors to determine if you need to change your investment strategy.

If, due to differences in tax treatment or other considerations, the interests of contract owners of various contracts
participating in the Trusts or Funds conflict, we, the Boards of Trustees or Directors of the Trusts or Funds, and any
other insurance companies participating in the Trusts or Funds will monitor events to identify and resolve any
material conflicts that may arise.

Restricted Funds
We may, with 30 days notice to you, designate any investment option as a Restricted Fund and limit the amount you
may allocate or transfer to a Restricted Fund. We may also change the limitations on existing contracts with respect
to new premiums added to investment portfolios and with respect to new transfers to investment portfolios. We may
establish any limitations, at our discretion, as a percentage of premium or contract value, or as a specified dollar
amount and change the limitation at any time.Currently, we have not designated any investment option as a
Restricted Fund.If we designate an investment option as a Restricted Fund or set applicable limitations, such
change will apply only to transactions made after the designation.

We limit your investment in the Restricted Funds on an aggregate basis for all Restricted Funds and for each
individual Restricted Fund. Currently, we limit an investment in Restricted Funds to the following limitations: no
more than $999,999,999, and no more than 30 percent of contract value. We may change these limits, in our
discretion, for new contracts, premiums, transfers or withdrawals.

We monitor the aggregate and individual limits on investments in Restricted Funds for each transaction (e.g.
premium payments, reallocations, withdrawals, dollar cost averaging). If the contract value in the Restricted Funds
has increased beyond the applicable limit due to market growth, we will not require the reallocation or withdrawal of
contract value from the Restricted Funds. However, if the contract value in the Restricted Funds exceeds the
aggregate limit, if you take a withdrawal it must come from either the Restricted Funds or pro-rata from all
investment options in which contract value is allocated, so that the percentage of contract value in the Restricted
Funds following the withdrawal is less than or equal to the percentage of contract value in the Restricted Funds prior
to the withdrawal.

We will allocate pro-rata the portion of any premium payment that exceeds the limits with a Restricted Fund to your
other investment option choices not designated as Restricted Funds, or to a specially designated subaccount if there
are none (currently, the ING Liquid Assets Portfolio), unless you instruct us otherwise.

We will not permit a transfer to the Restricted Funds if it would increase the contract value in the Restricted Fund or
in all Restricted Funds to more than the applicable limits set forth above. If the total amount of your requested
transfer exceeds the applicable limits, we will inform your financial representative or you that we will not process
any part of the transfer and that new instructions will be required. We will not limit transfers from Restricted Funds.
If the multiple reallocations lower the percentage of total contract value in Restricted Funds, we will permit the
reallocation even if the percentage of contract value in a Restricted Fund is greater than its limit.

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Please see “Withdrawals” and “Transfers Among Your Investments” in this prospectus for more information on the
effect of Restricted Funds.

Covered Funds, Special Funds and Excluded Funds
For purposes of determining death benefits, we assign the investment options (investment portfolios available under
your Contract) to one of three categories:

1)	Covered Funds;

2)	Special Funds; and

3)	Excluded Funds.

Allocations to Covered Funds participate fully in the calculations to determine the value of your guaranteed benefits
under a death benefit. Allocations to Special Funds could affect the death benefit guarantee that may otherwise be
provided because Special Funds do not participate fully in the calculations to determine the value of your guaranteed
benefits under a death benefit. Assets in Covered Funds generally provide a higher guaranteed benefit value than
those allocated to Special Funds. Allocations to Excluded Funds do not participate in any guaranteed benefits due to
their potential for volatility.No investment options are currently designated as Excluded Funds.

Designation of investment options under these categories may vary by benefit. For example, we may designate an
investment option a Special Fund for purposes of calculating one death benefit and not another. We may, with 30
days notice to you, designate any investment option as a Special or Excluded Fund, but only with respect to new
premiums added to such investment option and also with respect to new transfers to such investment option. For
more information about these categories of funds with a death benefit, please see “Death Benefit Choices – Death
Benefit During the Accumulation Phase” and Appendix F for examples.

CHARGES AND FEES

We deduct the Contract charges described below to compensate us for our costs and expenses, services provided and
risks assumed under the Contracts. We incur certain costs and expenses for distributing and administering the
Contracts, including compensation and expenses paid in connection with sales of the Contracts, for paying the
benefits payable under the Contracts and for bearing various risks associated with the Contracts. Some of the
charges are for optional riders, so they are only deducted if you elect to purchase the rider. The amount of a
Contract charge will not always correspond to the actual costs associated with the charge. For example, the
surrender charge collected may not fully cover all of the distribution expenses incurred by us with the service or
benefits provided. We expect to profit from the charges, including the mortality and expense risk charge and rider
and benefit charges, and we may use such profits to finance the distribution of Contracts.

Charge Deduction Subaccount
You may elect to have all charges, except daily charges, against your contract value deducted directly from a single
subaccount designated by the Company. Currently we use the ING Liquid Assets Portfolio for this purpose. If you
do not elect this option, or if the amount of the charges is greater than the amount in the designated subaccount, we
will deduct the charges as discussed below. You may cancel this option at any time by sending notice to our
Customer Service Center in a form satisfactory to us.

Charges Deducted from the Contract Value
We deduct the following charges from your contract value:

Surrender Charge. We will deduct a contingent deferred sales charge (a “surrender charge”) if you surrender
your Contract or if you take a withdrawal in excess of the Free Withdrawal Amount during the 5-year period from
the date we receive and accept a premium payment. The surrender charge is a percentage of each premium payment
withdrawn. The surrender charge will be based on the amount requested for withdrawal. The surrender charge is
deducted from the contract value remaining after you have received the amount requested for withdrawal. This

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charge is intended to cover sales expenses that we have incurred. We may reduce or waive the surrender charge in
certain situations. We will never charge more than the maximum surrender charge. The percentage of premium
payments deducted at the time of surrender or excess withdrawal depends on the number of complete years that have
elapsed since that premium payment was made. We determine the surrender charge as a percentage of each premium
payment withdrawn as follows:

Complete Years Elapsed	0	1	2	3	4	5
Since Premium Payment
Surrender Charge (as a percentage of	7%	7%	7%	6%	5%	0%
Premium Payment)

Nursing Home Waiver.You may withdraw all or a portion of your contract value without a surrender charge if:

1)	more than one contract year has elapsed since the contract date;

2)	the withdrawal is requested within three years of your admission to a licensed nursing care facility; and

3)	you have spent at least 45 consecutive days in such nursing care facility.

We will not waive the early withdrawal charge if you were in a nursing care facility for at least one day during the
two week period immediately preceding or following the contract date. It will also not apply to Contracts where
prohibited by state law.

Free Withdrawal Amount.The Free Withdrawal Amount in any contract year is 10% of your contract value
on the date of the withdrawal less any prior withdrawals during that contract year. The Free Withdrawal Amount
does not constitute a withdrawal of premiums.

Surrender Charge for Excess Withdrawals.We will deduct a surrender charge for excess withdrawals,
which may include a withdrawal you make to satisfy required minimum distribution requirements under the Tax
Code. We consider a withdrawal to be an excess withdrawal when the amount you withdraw in any contract year
exceeds the Free Withdrawal Amount. Where you are receiving systematic withdrawals, any combination of regular
withdrawals taken and any systematic withdrawals expected to be received in a contract year will be included in
determining the amount of the excess withdrawal. Such a withdrawal will be considered a partial surrender of the
Contract and we will impose a surrender charge and any associated premium tax. We will deduct such charges from
the contract value in proportion to the contract value in each subaccount or Fixed Interest Allocation from which the
excess withdrawal was taken. In instances where the excess withdrawal equals the entire contract value in such
subaccounts or Fixed Interest Allocations, we will deduct charges proportionately from all other subaccounts and
Fixed Interest Allocations in which you are invested.Any withdrawal from a Fixed Interest Allocation more
than 30 days before its maturity date will trigger a Market Value Adjustment.See Appendix B and Fixed
Account II prospectus for more information.

For the purpose of calculating the surrender charge for an excess withdrawal: (i) we treat premiums as being
withdrawn on a first-in, first-out basis; and (ii) amounts withdrawn which are not considered an excess withdrawal
are not considered a withdrawal of any premium payments. We have included an example of how this works in
Appendix D. Although we treat premium payments as being withdrawn before earnings for purposes of calculating
the surrender charge for excess withdrawals, the federal tax law treats earnings as withdrawn first.

Premium Taxes.We may charge for state and local premium taxes depending on your state of residence.
These taxes can range from 0% to 3.5% of the premium payment. We have the right to change this amount to
conform with changes in the law or if you change your state of residence.

We deduct the premium tax from your contract value on the annuity start date. However, some jurisdictions impose
a premium tax at the time initial and additional premiums are paid, regardless of when the annuity payments begin.
In those states we may defer collection of the premium taxes from your contract value and deduct it when you
surrender the Contract, when you take an excess withdrawal, or on the annuity start date.

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Administrative Charge.We deduct an annual administrative charge on each Contract anniversary. If you
surrender your Contract prior to a Contract anniversary, we deduct an administrative charge when we determine the
cash surrender value payable to you. The charge is $30 per Contract. We waive this charge if your contract value is
$50,000 or more at the end of a contract year or the total of your premium payments is $50,000 or more or under
other conditions established by ING USA. We deduct the charge proportionately from all subaccounts in which you
are invested. If there is no contract value in those subaccounts, we will deduct the charge from your Fixed Interest
Allocations starting with the guaranteed interest periods nearest their maturity dates until the charge has been paid.

Transfer Charge.We currently do not deduct any charges for transfers made during a contract year. We have
the right, however, to assess up to $25 for each transfer after the twelfth transfer in a contract year. The charge will
not apply to any transfers due to the election of dollar cost averaging or automatic rebalancing.

Redemption Fees.If applicable, we may deduct the amount of any redemption fees imposed by the underlying
portfolios 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 contract value. For a more
complete description of the funds’ fees and expenses, review each fund’s prospectus.

Charges Deducted from the Subaccounts

Mortality and Expense Risk Charge.The amount of the mortality and expense risk charge depends on the
option package you have elected. The option packages constitute different levels of death benefit coverage that are
available with the Contract. Please see “Death Benefit Choices” for more information. The charge is deducted on
each business day and is a percentage of average daily assets based on the assets you have in each subaccount. The
mortality and expense risk charge compensates the Company for death benefit and annuitization risks and the risk
that expense charges will not cover actual expenses. The death benefit risk is that actual mortality rates in the
aggregate may exceed expected mortality rates. The annuitization risk is that actual mortality rates may be lower
than expected mortality rates. If there are any profits from the mortality and expense risk charge, we may use such
profits to finance the distribution of contracts.

Option Package I	Option Package II	Option Package III

Annual Charge	Annual Charge	Annual Charge
0.90%	1.10%	1.25%

Asset-Based Administrative Charge.The amount of the asset-based administrative charge, on an annual
basis, is equal to 0.15% of the assets you have in each subaccount. We deduct the charge from your assets in each
subaccount on each business day for each day since the previous business day. The asset-based administrative
charge compensates us for the expenses incurred with administering the Contract.

Optional Living Benefit Rider Charges.Some features and benefits of the Contract, if available, are available
by rider for an additional charge. Please see the application for the Contract. Once elected, a rider cannot be
canceled independently of the Contract. Below is information about the charges for an optional living benefit rider.
Riders charges are expressed as a percentage, rounded to the nearest hundredth of one percent. Riders are subject to
conditions and limitations. For more information about how each of the optional living benefit riders works,
including the defined terms used in connection with the riders, as well as the conditions and limitations, please see
“Living Benefit Riders.”

ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (ING LifePay Plus) Rider Charge.The
charge for the ING LifePay Plus rider, a living Benefit, is deducted quarterly from your contract value.

Maximum Annual Charge		Current Annual Charge

2.00%		0.60%

This quarterly charge is a percentage of the ING LifePay Plus Base. We deduct the charge in arrears based on the
contract date (contract year versus calendar year). In arrears means the first charge is deducted at the end of the first

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quarter from the contract date. If the rider is added after contract issue, the rider and charges will begin on the next
following quarterly contract anniversary. The charge will be pro-rated when the rider is terminated. Charges are
deducted through the date your rider enters either the Automatic Periodic Benefit Status or Lifetime Automatic
Periodic Benefit Status. Automatic Periodic Benefit Status or Lifetime Automatic Periodic Benefit Status occurs if
your contract value is reduced to zero and other conditions are met. The current charge can change upon a reset
after your first five contract years. You will never pay more than new issues of this rider, subject to the maximum
annual charge. For more information about how this rider works, including when Lifetime Automatic Periodic
Benefit Status begins, please see “Living Benefit Riders – ING LifePay Plus/Joint LifePay Plus Minimum
Guaranteed Withdrawal Benefit Riders.”

If the contract value in the subaccounts is insufficient for the charge, then we deduct it from any Fixed Interest
Allocations, in which case a Market Value Adjustment may apply. But currently, a Market Value Adjustment
would not apply when this charge is deducted from a Fixed Interest Allocation. With Fixed Interest Allocations, we
deduct the charge from the Fixed Interest Allocation having the nearest maturity. For more information about the
Fixed Interest Allocation, including the Market Value Adjustment, please see Appendix B. We reserve the right to
change the charge for this rider, subject to the maximum annual charge. If changed, the new charge will only apply
to riders issued after the change.

ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (ING Joint LifePay Plus) Rider
Charge.The charge for the ING Joint LifePay Plus rider, a living benefit, is deducted quarterly from your contract
value:

Maximum Annual Charge		Current Annual Charge

2.50%		0.85%

This quarterly charge is a percentage of the ING Joint LifePay Plus Base. We deduct the charge in arrears based on
the contract date (contract year versus calendar year). In arrears means the first charge is deducted at the end of the
first quarter from the contract date. If the rider is added after contract issue, the rider and charges will begin on the
next following quarterly contract anniversary. The charge will be pro-rated when the rider is terminated. Charges
are deducted through the date your rider enters either the Automatic Periodic Benefit Status or Lifetime Automatic
Periodic Benefit Status. Automatic Periodic Benefit Status or Lifetime Automatic Periodic Benefit Status occurs if
your contract value is reduced to zero and other conditions are met. The current charge can be subject to change
upon a reset after your first five contract years. You will never pay more than new issues of this rider, subject to the
maximum annual charge. For more information about how this rider works, including when Lifetime Automatic
Periodic Benefit Status begins, please see “Living Benefit Riders - ING Joint LifePay Plus Minimum Guaranteed
Withdrawal Benefit Rider.”

If the contract value in the subaccounts is insufficient for the charge, then we deduct it from any Fixed Interest
Allocations, in which case a Market Value Adjustment may apply. But currently, a Market Value Adjustment
would not apply when this charge is deducted from a Fixed Interest Allocation. With Fixed Interest Allocations, we
deduct the charge from the Fixed Interest Allocation having the nearest maturity. For more information about the
Fixed Interest Allocation, including the Market Value Adjustment, please see Appendix B. We reserve the right to
change the charge for this rider, subject to the maximum annual charge. If changed, the new charge will only apply
to riders issued after the change.

Trust and Fund Expenses
As shown in the fund prospectuses and described in the “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 owner services provided on behalf of the fund. Furthermore,
certain funds may deduct a distribution or 12b-1 fee, which is used to finance any activity that is primarily intended
to result in the sale of fund shares.For a more complete description of the funds’ fees and expenses, review
each fund’s prospectus.

The company, or its U.S. affiliates, receives substantial revenue from each of thefunds or the funds’ affiliates, although

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the amount and types of revenue vary with respect to each of thefundsoffered through the Contract. This revenue is
one of several factors we consider when determining the contract fees and charges and whether to offer a fund
through our contracts. Fund revenue is important to the company’s profitability, and it is generally more profitable
for us to offer affiliated funds than to offer unaffiliated funds.

In terms of total dollar amounts received, the greatest amount of revenue generally comes from assets allocated to
funds managed by Directed Services LLC or other company affiliates, which funds may or may not also be
subadvised by another company affiliate. Assets allocated to funds managed by a company affiliate, but subadvised
by unaffiliated third parties generally generate the next greatest amount of revenue. Finally, assets allocated to
unaffiliated funds generate the least amount of revenue. The company expects to make a profit from this revenue to
the extent it exceeds the company’s expenses, including the payment of sales compensation to our distributors.

Types of Revenue Received from Affiliated Funds.Affiliated funds are (a) funds managed by Directed
Services LLC or other company affiliates, which may or may not also be subadvised by another company affiliate;
and (b) funds managed by a company affiliate but that are subadvised by unaffiliated third parties.

Revenues received by the company from affiliated funds may include:

A share of the management fee deducted from fund assets;
Service fees that are deducted from fund assets;
For certain share classes, the company or its affiliates may also receive compensation paid out of 12b-1fees that are deducted from fund assets;
Other revenues that may be based either on an annual percentage of average net assets held in the fund bythe 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 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
sub-advisory fees vary by subadviser, varying amounts of revenue are retained by the affiliated investment adviser
and ultimately shared with the company.

Types of Revenue Received from Unaffiliated Funds.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.

Revenues 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 ortheir 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 thefees and expenses shown in each fund prospectus. These additional payments may be used by us to financedistribution of the contract.

These revenues are received as cash payments, and if the unaffiliated fund families currently offered through the
contract were individually ranked according to the total amount they paid to the company or its affiliates in 2006,
that ranking would be as follows:

·Fidelity Variable Insurance Product Portfolios

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If the revenues received from affiliated funds were included in this list, payments from Directed Services LLC and
other company affiliates would be at the top of 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 make fixed dollar payments to help offset the cost of the meetings or
sponsor events associated with the meetings. In exchange for these expense offset or sponsorship arrangements, the
investment adviser, subadviser or affiliate may receive certain benefits and access opportunities to company sales
representatives and wholesalers rather than monetary benefits. These benefits and opportunities include, but are not
limited to, co-branded marketing materials, targeted marketing sales opportunities, training opportunities at
meetings, training modules for sales personnel and opportunity to host due diligence meetings for representatives
and wholesalers.

Certain funds may be structured as “fund of funds.” 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 funds as well. The fund prospectuses disclose the aggregate annual operating expenses of each portfolio
and its corresponding underlying fund or funds. The “fund of funds” available under the contract are identified in
the list of investment portfolios toward the front of this prospectus.

Please note that 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. For
more information, please see “Other Contract Provisions – Selling the Contract.”

THE ANNUITY CONTRACT

The Contract described in this prospectus is a deferred combination variable and fixed annuity contract. The
Contract provides a means for you to invest in one or more of the available mutual fund portfolios of the Trusts and
Funds through Separate Account B. It also provides a means for you to invest in a Fixed Interest Allocation through
the Fixed Account. See Appendix B and the Fixed Account II prospectus for more information on the Fixed
Account. If you have any questions concerning this Contract, contact your registered representative or call our
Customer Service Center at 1-800-366-0066.

Contract Date and Contract Year
The date the Contract became effective is the contract date. Each 12-month period following the contract date is a
contract year.

Contract Owner
You are the contract owner. You have the rights and options described in the Contract. One or more persons may
own the Contract. If there are multiple owners named, the age of the oldest owner will determine the applicable
death benefit if such death benefit is available for multiple owners. In the event a selected death benefit is not
available, Option Package I will apply.

The death benefit becomes payable when you die. In the case of a sole contract owner who dies before the annuity
start date, we will pay the beneficiary the death benefit then due. The sole contract owner’s estate will be the
beneficiary if no beneficiary has been designated or the beneficiary has predeceased the contract owner. In the case
of a joint owner of the Contract dying before the annuity start date, we will designate the surviving contract owner
as the beneficiary. This will override any previous beneficiary designation. See “Joint Owner” below.

Joint Owner
For non-qualified Contracts only, joint owners may be named in a written request before the Contract is in effect.
Joint owners may independently exercise transfers and other transactions allowed under the Contract. All other

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rights of ownership must be exercised by both owners. Joint owners own equal shares of any benefits accruing or
payments made to them. All rights of a joint owner end at death of that owner if the other joint owner survives. The
entire interest of the deceased joint owner in the Contract will pass to the surviving joint owner and the death benefit
will be payable. Joint owners may only select Option Package I.

Any addition or deletion of a joint owner is treated as a change of owner which may affect the amount of the death
benefit. See “Change of Contract Owner or Beneficiary” below. If you have elected Option Package II or III, and
you add a joint owner, if the older joint owner is attained age 85 or under, the death benefit from the date of change
will be the Option Package I death benefit. If the older joint owner’s attained age is 86 or over on the date of the
ownership change, the death benefit will be the cash surrender value. The mortality and expense risk charge going
forward will reflect the change in death benefit. Note that returning a Contract to single owner status will not restore
any death benefit. Unless otherwise specified, the term “age” when used for joint owners shall mean the age of the
oldest owner.

Annuity Start Date
The annuity start date is the date you start receiving annuity payments under your Contract. The Contract, like all
deferred variable annuity contracts, has two phases: the accumulation phase and the income phase. The
accumulation phase is the period between the contract date and the annuity start date. The income phase begins
when you start receiving regular annuity payments from your Contract on the annuity start date.

Annuitant
The annuitant is the person designated by you to be the measuring life in determining annuity payments. You are the
annuitant unless you choose to name another annuitant in the application. The annuitant’s age determines when the
income phase must begin and the amount of the annuity payments to be paid. annuitant may not be changed after
the Contract is in effect.

The contract owner will receive the annuity benefits of the Contract if the annuitant is living on the annuity start
date. If the annuitant dies before the annuity start date and a contingent annuitant has been named, the contingent
annuitant becomes the annuitant (unless the contract owner is not an individual, in which case the death benefit
becomes payable).

If there is no contingent annuitant when the annuitant dies before the annuity start date, the contract owner will
become the annuitant. The contract owner may designate a new annuitant within 60 days of the death of the
annuitant.

When the annuitant dies before the annuity start date and the contract owner is not an individual, we will pay the
designated beneficiary the death benefit then due. If a beneficiary has not been designated, or if there is no
designated beneficiary living, the contract owner will be the beneficiary. If the annuitant was the sole contract
owner and there is no beneficiary designation, the annuitant’s estate will be the beneficiary.

Regardless of whether a death benefit is payable, if the annuitant dies and any contract owner is not an individual,
distribution rules under federal tax law will apply. You should consult your tax advisor for more information if the
contract owner is not an individual.

Beneficiary
The beneficiary is named by you in a written request. The beneficiary is the person who receives any death benefit
proceeds and who may become the successor contract owner if the contract owner who is a spouse (or the annuitant
if the contract owner is other than an individual) dies before the annuity start date. We pay death benefits to the
primary beneficiary (unless there are joint owners, in which case death proceeds are payable to the surviving
owner(s)).

If the beneficiary dies before the annuitant or the contract owner, the death benefit proceeds are paid to the
contingent beneficiary, if any. If there is no surviving beneficiary, we pay the death benefit proceeds to the contract
owner’s estate.

One or more persons may be a beneficiary or contingent beneficiary. In the case of more than one beneficiary, we

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will assume any death benefit proceeds are to be paid in equal shares to the surviving beneficiaries, unless you
indicate otherwise in writing.

You have the right to change beneficiaries during the annuitant’s lifetime unless you have designated an irrevocable
beneficiary. When an irrevocable beneficiary has been designated, you and the irrevocable beneficiary may have to
act together to exercise some of the rights and options under the Contract. You may also restrict a beneficiary’s
right to elect an annuity option or receive a lump-sum payment. If so, such rights or options will not be available to
the beneficiary.

Change of Contract Owner or Beneficiary.During the annuitant’s lifetime, you may transfer ownership of a non-
qualified Contract. A change in ownership may affect the amount of the death benefit, the guaranteed minimum
death benefit and/or the death benefit option applied to the contract, and continuation of any optional rider that you
have elected. The new owner’s age, as of the date of the change, will be used as the basis for determining the
applicable benefits and charges. The new owner’s death will determine when a death benefit is payable.

If you have elected Option Package I, the death benefit will continue if the new owner is age 85 or under on the date
of the ownership change. For Option Package II or III, if the new owner is age 80 or under on the date that
ownership changes, the death benefit will continue. If the new owner is age 81 to 85, or new, under Option Package
II or III, the death benefit will end, and the death benefit will become the Option Package I death benefit. For all
death benefit options, 1) if the new owner’s attained age is 86 or over on the date of the ownership change, or 2) if
the new owner is not an individual (other than a trust for the benefit of the owner or annuitant), the death benefit will
be the cash surrender value. Attained age is the age of the owner at the time the contract is issued plus the number
of full years elapsed since the contract date. The mortality and expense risk charge going forward will reflect the
change in death benefit. Please note that once a death benefit has been changed due to a change in owner, it will not
be restored by a subsequent change to a younger owner.

An ownership change may cause a living benefit rider to terminate. Such depends on the rider and whether spousal
continuation is allowed. For more information about an ownership change with the ING LifePay Plus rider, please
see “Living Benefit Riders – ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING LifePay Plus”)
Rider.” For more information with the ING Joint LifePay Plus rider, please see “Living Benefit Riders – ING Joint
LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING Joint LifePay Plus”) Rider.” A change of owner
likely has tax consequences. See “Federal Tax Considerations” in this prospectus.

You have the right to change beneficiaries during the annuitant’s lifetime unless you have designated an irrevocable
beneficiary. If you have designated an irrevocable beneficiary, you and the irrevocable beneficiary may have to act
together to exercise some of the rights and options under the Contract. In the event of joint owners all must agree
to change a beneficiary.

In the event of a death claim, we will honor the form of payment of the death benefit specified by the beneficiary to
the extent permitted under Section 72(s) of the Tax Code. You may also restrict a beneficiary’s right to elect an
income phase payment option or receive a lump-sum payment. If so, such rights or options will not be available to
the beneficiary.

All requests for changes must be in writing and submitted to our Customer Service Center. Please date your
requests. The change will be effective as of the day we receive the request. The change will not affect any payment
made or action taken by us before recording the change.

Purchase and Availability of the Contract
There are three option packages available under the Contract. You select an option package at the time of
application. Each option package is unique. The minimum initial payment to purchase the Contract and the
maximum age at which you may purchase the Contract depend on the option package that you elect.

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Maximum Age to Purchase		80		80		75

You may make additional premium payments up to the contract anniversary after your 86^th birthday. The minimum
additional premium payment we will accept is $50 regardless of the option package you select. Under certain
circumstances, we may waive the minimum premium payment requirement. We may also change the minimum
initial or additional premium requirements for certain group or sponsored arrangements. Any initial or additional
premium payment that would cause the contract value of all annuities that you maintain with us to exceed
$1,000,000 requires our prior approval. We reserve the right to refuse to accept premiums after the 10^th contract
year.

The Contract is designed for people seeking long-term tax-deferred accumulation of assets, generally for retirement
or other long-term purposes. The tax-deferred feature is more attractive to people in high federal and state tax
brackets. You should not buy this Contract: (i) if you are looking for a short-term investment; (ii) if you cannot risk
getting back less money than you put in; or (iii) if your assets are in a plan which provides for tax-deferral and you
see no other reason to purchase this Contract.When considering an investment in the Contract, you should
consult with your investment professional about your financial goals, investment time horizon and risk
tolerance.

Replacing an existing insurance contract with this Contract may not be beneficial to you. Before purchasing
the Contract, determine whether your existing contract will be subject to any fees or penalties upon
surrender. Also, compare the fees, charges, coverage provisions and limitations, if any, of your existing
contract with those of the Contract described in this prospectus.

IRAs and other qualified plans already have the tax-deferral feature found in this Contract. For an additional cost,
the Contract provides other features and benefits including death benefits and the ability to receive a lifetime
income. You should not purchase a qualified Contract unless you want these other features and benefits, taking into
account their cost. See “Charges and Fees” in this prospectus. If you are considering
OptionPackage II or III for your death benefitand your contract will be an IRA, see “Taxation of Qualified
Contracts – Individual Retirement Annuities” and “Tax Consequences of Enhanced Death Benefit” in this
prospectus. If this Contract is issued as an IRA, no contributions may be made after the taxable year in which you
attain age 70 ½.

This Contract isnot available as: a SIMPLE IRA under Section 408(p) of the Tax Code; a Tax Code Section 403(b)
annuity; or a funding vehicle for a Section 457 or 412(i) plan under the Tax Code.

Crediting of Premium Payments
We will process your initial premium within 2 business days after receipt and allocate the payment according to the
instructions you specify at the accumulation unit value next determined, if the application and all information
necessary for processing the Contract are complete. We will process subsequent premium payments within 1
business day if we receive all information necessary. In certain states we also accept initial and additional premium
payments by wire order. Wire transmittals must be accompanied by sufficient electronically transmitted data. We
may retain your initial premium payment for up to 5 business days while attempting to complete an incomplete
application. If the application cannot be completed within this period, we will inform you of the reasons for the
delay. We will also return the premium payment immediately unless you direct us to hold the premium payment
until the application is completed. If you choose to have us hold the premium payment, it will be held in a non-
interest bearing account.

If a subaccount is not available or requested in error, we will make inquiry about a replacement subaccount. If we
are unable to reach you or your representative within 5 days, we will consider the application incomplete. Once the
completed application is received, we will allocate the payment to the subaccounts of Separate Account B specified
by you within 2 business days.

If your premium payment was transmitted by wire order from your broker-dealer, we will follow one of the
following two procedures after we receive and accept the wire order and investment instructions. The procedure we
follow depends on state availability and the procedures of your broker-dealer.

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1)	If either your state or broker/dealer do not permit us to issue a Contract without an application, we reserve the right to rescind the Contract if we do not receive and accept a properly completed application or enrollment form within 5 days of the premium payment. If we do not receive the application or form within 5 days of the premium payment, we will refund the contract value plus any charges we deducted, and the Contract will be voided. Some states require that we return the premium paid.

2)	If your state and broker-dealer allow us to issue a Contract without an application, we will issue and mail the Contract to you or your representative, together with a Contract Acknowledgement and Delivery Statement for your execution. Until our Customer Service Center receives the executed Contract Acknowledgement and Delivery Statement, neither you nor the broker-dealer may execute any financial transactions on your Contract unless they are requested in writing by you. We may require additional information before complying with your request (e.g., signature guarantee).

We will ask about any missing information related to subsequent payments. We will allocate the subsequent
payment(s) pro-rata according to the current variable subaccount allocation unless you specify otherwise. Any fixed
allocation(s) will not be considered in the pro-rata calculations. If a subaccount is no longer available or requested
in error, we will allocate the subsequent payment(s) proportionally among the other subaccount(s) in your current
allocation. For any subsequent premium payments, we will credit the payment designated for a subaccount of
Separate Account B at the accumulation unit value next determined after receipt of your premium payment and
instructions.

Once we allocate your premium payment to the subaccounts selected by you, we convert the premium payment into
accumulation units. We divide the amount of the premium payment allocated to a particular subaccount by the value
of an accumulation unit for the subaccount to determine the number of accumulation units of the subaccount to be
held in Separate Account B with respect to your Contract. The net investment results of each subaccount vary with
its investment performance.

In some states, we may require that an initial premium designated for a subaccount of Separate Account B or the
Fixed Interest Allocation be allocated to a subaccount specially designated by the Company (currently, the ING
Liquid Assets Portfolio) during the free look period. After the free look period, we will convert your contract value
(your initial premium plus any earnings less any expenses) into accumulation units of the subaccounts you
previously selected. The accumulation units will be allocated based on the accumulation unit value next computed
for each subaccount. Initial premiums designated for Fixed Interest Allocations will be allocated to a Fixed Interest
Allocation with the guaranteed interest period you have chosen; however, in the future we may allocate the
premiums to the specially designated subaccount during the free look period.

We may also refuse to accept certain forms of premium payments or loan repayments, if applicable, (traveler’s
checks, for example) or restrict the amount of certain forms of premium payments or loan repayments. In addition,
we may require information as to why a particular form of payment was used (third party checks, for example) and
the source of the funds of such payment in order to determine whether or not we will accept it. Use of an
unacceptable form of payment may result in us returning your premium payment and not issuing the contract.

Administrative Procedures
We may accept a request for Contract service in writing, by telephone, or other approved electronic means, subject
to our administrative procedures, which vary depending on the type of service requested and may include proper
completion of certain forms, providing appropriate identifying information, and/or other administrative
requirements. We will process your request at the contract value next determined only after you have met all
administrative requirements. Please be advised that the risk of a fraudulent transaction is increased with telephonic
or electronic instructions (for example, a facsimile withdrawal request form), even if appropriate identifying
information is provided.

Contract Value
We determine your contract value on a daily basis beginning on the contract date. Your contract value is the sum of
(a) the contract value in the Fixed Interest Allocations, and (b) the contract value in each subaccount in which you

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are invested.

Contract Value in Fixed Interest Allocations.The contract value in your Fixed Interest Allocation is the sum
of premium payments allocated to the Fixed Interest Allocation under the Contract, plus contract value transferred to
the Fixed Interest Allocation, plus credited interest, minus any transfers and withdrawals from the Fixed Interest
Allocation (including any Market Value Adjustment applied to such transfer or withdrawal), contract fees
(including, in some cases, fees for optional benefit riders) and premium taxes.

Contract Value in the Subaccounts.On the contract date, the contract value in the subaccount in which you
are invested is equal to the initial premium paid that was designated to be allocated to the subaccount. On the
contract date, we allocate your contract value to each subaccount and/or a Fixed Interest Allocation specified by
you, unless the Contract is issued in a state that requires the return of premium payments during the free look period.
In such a case, the portion of your initial premium, not allocated to a Fixed Interest Allocationwill be allocated
to a subaccount specially designated by the Company during the free look period for this purpose (currently, the
ING Liquid Assets Portfolio).

On each business day after the contract date, we calculate the amount of contract value in each subaccount as
follows:

1)	We take the contract value in the subaccount at the end of the preceding business day.

2)	We multiply (1) by the subaccount’s Net Rate of Return since the preceding business day.

3)	We add (1) and (2).

4)	We add to (3) any additional premium payments, and then add or subtract any transfers to or from that subaccount.

5)	We subtract from (4) any withdrawals and any related charges, and then subtract any contract fees and premium taxes.

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 investment results of the subaccounts in which you are invested and interest credited to
Fixed Interest Allocations and any Market Value Adjustment. See the Appendix B and the Fixed Account II
prospectus for a description of the calculation of cash surrender value under any Fixed Interest Allocation. 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, adjust for any Market Value Adjustment, and then we
deduct any surrender charge, any charge for premium taxes, any redemption fees, the annual contract administrative
fee, and any other charges incurred but not yet deducted.

Surrendering to Receive the Cash Surrender Value
You may surrender the Contract at any time while the annuitant is living and before the annuity start date. A
surrender is effective on the date we receive your written request and the Contract at our Customer Service Center.
After we receive all paperwork required for us to process your surrender, we will determine and pay the cash
surrender value at the price next determined. Once paid, all benefits under the Contract will terminate. For
administrative purposes, we will transfer your money to a specially designated subaccount (currently the ING Liquid
Assets Portfolio) prior to processing the surrender. This transfer will have no effect on your cash surrender value.
You may receive the cash surrender value in a single sum payment or apply it under one or more annuity options.
We will usually pay the cash surrender value within 7 days.

Consult your tax adviser regarding the tax consequences associated with surrendering your Contract. A surrender
made before you reach age 59½ may result in a 10% tax penalty. See “Federal Tax Considerations” for more details.

Addition, Deletion or Substitution of Subaccounts and Other Changes
We may make additional subaccounts available to you under the Contract. These subaccounts will invest in

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investment portfolios we find suitable for your Contract. We may also withdraw or substitute investment portfolios,
subject to the conditions in your Contract, compliance with regulatory requirements and subject to SEC approval.

We may amend the Contract to conform to applicable laws or governmental regulations. If we feel that investment
in any of the investment portfolios has become inappropriate to the purposes of the Contract, we may, with approval
of the SEC (and any other regulatory agency, if required) combine two or more accounts or substitute another
portfolio for existing and future investments. If you elected the dollar cost averaging, systematic withdrawals, or
automatic rebalancing programs or if you have other outstanding instructions and we substitute or otherwise
eliminate a portfolio which is subject to those instructions, we will execute your instructions using the substituted or
proposed replacement portfolio unless you request otherwise. The substitute or proposed replacement portfolio may
have higher fees and charges than any portfolio it replaces.

Subject to SEC approval, we reserve the right to: (i) deregister Separate Account B under the 1940 Act; (ii) operate
Separate Account B as a management company under the 1940 Act if it is operating as a unit investment trust; (iii)
operate Separate Account B as a unit investment trust under the 1940 Act if it is operating as a managed separate
account; (iv) restrict or eliminate any voting rights as to Separate Account B; and (v) combine Separate Account B
with other accounts.

We will provide you with written notice before we make any of these changes.

The Fixed Account
The Fixed Account is a segregated asset account which contains the assets that support a contract owner’s Fixed
Interest Allocations. See Appendix B and the Fixed Account II prospectus for more information. To obtain a copy
of the Fixed Account II prospectus, write to our Customer Service Center at P.O. Box 9271, Des Moines, Iowa
50306-9271 or call (800) 366-0066, or access the SEC’s website (http://www.sec.gov).

State Variations
Contracts issued in your state may provide different features and benefits from, and impose different costs than
those described in this prospectus. This prospectus provides a general description of the Contract, so please see
yourContract, any endorsements and ridersfor thedetails.

Other Contracts
We and our affiliates offer various other products with different features and terms than the Contracts, and that may
offer some or all of the same investment portfolios. These products have different benefits, fees and charges, and
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 our Customer Service Center or your
registered representative. Also, broker/dealers selling the Contract may limit its availability or the availability of an
optional feature (for example, by imposing restrictions on eligibility), or decline to make an optional feature
available. Please talk to your registered representative for further details.

LIVING BENEFIT RIDERS

Some features and benefits of the Contract, if available, are available by rider for an additional charge. Once
elected, the riders generally may not be cancelled. You may not remove the rider and charges will be assessed
regardless of the performance of your Contract. Please see “Charges and Fees — Optional Rider Charges” for
information on rider charges.

The optional riders may not be available for all investors. Please check your application for the Contract to
be sure. You should analyze each rider thoroughly and understand it completely before you select one. The
optional riders do not guarantee any return of principal or premium payments and do not guarantee
performance of any specific investment portfolio under the contract. You should consult a qualified financial
adviser in evaluating the riders. Our Customer Service Center may be able to answer your questions. The
telephone number is (800) 366-0066.

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The Contract has two living benefit riders offering protection against the investment risks with your Contract:

The ING LifePay Plus Minimum Guaranteed Withdrawal Benefit rider, which you may wish to purchase ifyou are concerned that you may outlive your income; and
The ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit rider, which you may wish topurchase if you are married and concerned that you and your spouse may outlive your income.

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These living benefit riders are described further below. You may only add one living benefit rider to your Contract.
We do, however, reserve the right to allow the purchase of more than one living benefit rider in the future.You
should not purchase the ING LifePay Plus rider with multiple owners, unless the owners are spouses.

ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING LifePay Plus”) Rider.The ING LifePay
Plus rider generally provides, subject to the restrictions and limitations below, that we will guarantee a minimum
level of annual withdrawals from the Contract for the lifetime of the annuitant, even if these withdrawals deplete
your Contract value to zero. You may wish to purchase this rider if you are concerned that you may outlive your
income.

Purchase.In order to elect the ING LifePay Plus rider, the annuitant must be the owner or one of the owners,
unless the owner is a non-natural owner. Joint annuitants are not allowed. The maximum issue age is 80. The issue
age is the age of the owner (or the annuitant if there are joint owners or the owner is non-natural) on the Contract
anniversary on which the rider is effective. Some broker-dealers may limit the availability of the rider to younger
ages. The ING LifePay Plus rider will not be issued if the initial allocation to investment options is not in
accordance with the investment option restrictions described in “Investment Option Restrictions,” below. The
Company in its discretion may allow the rider to be elected after a contract has been issued without it, subject to
certain conditions. Contact the Customer Service Center for more information. Such election must be received in
good order, including compliance with the investment restrictions described below. The rider will be effective as of
the following quarterly Contract anniversary.

Rider Date.The rider date is the date the ING LifePay Plus rider becomes effective. If you purchase the ING
LifePay Plus rider when the Contract is issued, the rider date is also the Contract date.

No Cancellation.Once you purchase the ING LifePay Plus rider, you may not cancel it unless you cancel the
Contract during the Contract’s free look period, surrender, annuitize or otherwise terminate the Contract. These
events automatically cancel the ING LifePay Plus rider. The Company may, at its discretion, cancel and/or
replace the ING LifePay Plus rider at your request in order to renew or reset the rider.

Termination.The ING LifePay Plus rider is a “living benefit,” which means the guaranteed benefits offered
are intended to be available to you while you are living and while your Contract is in the accumulation phase.
The optional rider automatically terminates if you:

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1)	annuitize, surrender or otherwise terminate your Contract during the accumulation phase; or

2)	die during the accumulation phase (first owner to die if there are multiple Contract owners, or death of annuitant if Contract owner is not a natural person), unless your spouse beneficiary elects to continue the Contract.

The ING LifePay Plus rider will also terminate if there is a change in Contract ownership (other than a spousal
beneficiary continuation on your death). Other circumstances that may cause the ING LifePay Plus rider to
terminate automatically are discussed below.

Guaranteed Withdrawal Status. This status begins on the date of the first withdrawal, ONLY IF the quarterly
contract anniversary following the annuitant reaching age 59 ½ has not yet passed. This status will then continue
until the earliest of:

1) quarterly contract anniversary following the annuitant reaching age 59 ½, provided the contract owner

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	does not decline the change to Lifetime Guaranteed Withdrawal Status;

2)	reduction of the ING LifePay Plus Base to zero, at which time the rider will terminate;

3)	the annuity commencement date;

4)	reduction of the Contract value to zero by a withdrawal in excess of the Maximum Annual Withdrawal;

5)	reduction of the Contract value to zero by a withdrawal less than or equal to the Maximum Annual Withdrawal (see “Automatic Periodic Benefit Status,” below);

6)	the surrender or annuitization of the Contract; or

7)	the death of the owner (first owner, in the case of joint owners; annuitant, in the case of a non-natural person owner), unless your spouse beneficiary elects to continue the Contract.

Lifetime Guaranteed Withdrawal Status. This status begins on the date of your first withdrawal, provided
the quarterly contract anniversary following the annuitant’s age 59 ½ has passed. If your first withdrawal is taken
before this date, then the Lifetime Guaranteed Withdrawal Status will automatically begin on the quarterly contract
anniversary following the annuitant reaching age 59 ½. This status continues until the earliest of:

1)	the annuity commencement date;

2)	reduction of the Contract value to zero by a withdrawal in excess of the Maximum Annual Withdrawal;

3)	reduction of the Contract value to zero by a withdrawal less than or equal to the Maximum Annual Withdrawal (see “Lifetime Automatic Periodic Benefit Status,” below);

4)	the surrender or annuitization of the Contract; or

5)	the death of the owner (first owner, in the case of joint owners; annuitant, in the case of a non-natural person owner), unless your spouse beneficiary elects to continue the Contract.

You will receive prior notice, of not less than 30 days, if you are in the Guaranteed Withdrawal Status and become
eligible for the Lifetime Guaranteed Withdrawal Status. This notice will explain the change, its impact to you and
your options. You may decline this change. Automatic reset into the Lifetime Guaranteed Withdrawal Status could
result in a lower Maximum Annual Withdrawal. However, this action will also apply to all future resets (see below)
and cannot be reversed. As described below, certain features of the ING LifePay Plus rider may differ depending
upon whether you are in Lifetime Guaranteed Withdrawal Status.

How the ING LifePay Plus Rider Works.The ING LifePay Plus Withdrawal Benefit rider has two phases.
The first phase, called the Growth Phase, begins on the effective date of the rider and ends as of the business day
before the first withdrawal is taken (or when the annuity commencement date is reached). The second phase is
called the Withdrawal Phase. This phase begins as of the date of the first withdrawal or the annuity commencement
date, whichever occurs first.

Benefits paid under the ING LifePay Plus rider require the calculation of the Maximum Annual Withdrawal. The
ING LifePay Plus Base (referred to as the “MGWB Base” in the Contract) is used to determine the Maximum
Annual Withdrawal and is calculated as follows:

1)	If you purchased the ING LifePay Plus rider on the Contract date, the initial ING LifePay Plus Base is equal to the initial premium.

2)	If you purchased the ING LifePay Plus rider after the Contract date, the initial ING LifePay Plus Base

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is equal to the Contract value on the effective date of the rider.

During the Growth Phase, the initial ING LifePay Plus Base is increased dollar-for-dollar by any premiums
received, (“eligible premiums”). In addition, on each quarterly contract anniversary, the ING LifePay Plus Base is
recalculated as the greater of:

The current ING LifePay Plus Base; or
The current Contract value. This is referred to as a quarterly “ratchet.”

Also, on each of the first ten contract anniversaries, the ING LifePay Plus Base is recalculated as the greatest of:

The current ING LifePay Plus Base; or
The current Contract value; and
The ING LifePay Plus Base on the previous contract anniversary, increased by 7%, plus any eligiblepremiums and minus any third-party investment advisory fees paid from your contract during the year.
This is referred to as an annual “step-up.”

Please note that if this rider is added after the contract date, then the first opportunity for a step-up will be on the
first contract anniversary following a complete contract year after the rider date.

The ING LifePay Plus Base has no additional impact on the calculation of annuity payments or withdrawal benefits.

Currently, any additional premiums paid during the Withdrawal Phase are not eligible premiums for purposes of
determining the ING LifePay Plus Base or the Maximum Annual Withdrawal; however, we reserve the right to treat
such premiums as eligible premiums at our discretion, in a nondiscriminatory manner. Premiums received during
the Withdrawal Phase do increase the Contract value used to determine the reset Maximum Annual Withdrawal
under the benefit reset feature of the ING LifePay Plus rider (see “ING LifePay Plus Reset,” below). We reserve the
right to discontinue allowing premium payments during the Withdrawal Phase.

Determination of the Maximum Annual Withdrawal.The Maximum Annual Withdrawal is determined
on the date the Withdrawal Phase begins. It equals a percentage of the greater of 1) the Contract value and 2)
the ING LifePay Plus Base as of the last day of the Growth Phase. The first withdrawal after the effective date
of the rider (which causes the end of the Growth Phase) is treated as occurring on the first day of the
Withdrawal Phase, after calculation of the Maximum Annual Withdrawal. The Maximum Annual Withdrawal
percentage, which varies by age of the annuitant on the date the Withdrawal Phase begins, is as follows:

		Maximum Annual
Annuitant Age		Withdrawal Percentage

0-75*		5%*

76-80		6%

81+		7%

*If the Withdrawal Phase begins before the quarterly contract anniversary on or after the annuitant reaches age
59-1/2, withdrawals in a contract year up to the Maximum Annual Withdrawal will reduce the ING LifePay
Plus Base dollar-for-dollar, under what the rider refers to as the “Standard Withdrawal Benefit.” Then, on the
quarterly contract anniversary on or after the annuitant reaches age 59 ½, the ING LifePay Plus Base will
automatically be reset to the current Contract value, if greater, and the Maximum Annual Withdrawal will be
recalculated.

Once determined, the Maximum Annual Withdrawal percentage never changes for the Contract, except as
provided for under spousal continuation. See “Continuation After Death – Spouse,” below. This is important to
keep in mind in deciding when to take your first withdrawal because the younger you are at that time, the lower
the Maximum Annual Withdrawal percentage.

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If the Contract’s annuity commencement date is reached, you may elect a life only annuity option, in lieu of the
Contract’s other annuity options, under which we will pay the greater of the annuity payout under the Contract
and equal annual payments of the Maximum Annual Withdrawal.

If withdrawals in any Contract year exceed the Maximum Annual Withdrawal, then the ING LifePay Plus Base
and the Maximum Annual Withdrawal will be reduced on a pro-rata basis. This means that both the ING
LifePay Plus Base and the Maximum Annual Withdrawal will be reduced by the same proportion as the
withdrawal in excess of the Maximum Annual Withdrawal (the “excess withdrawal”) is of the Contract value
determined:

1)	before the withdrawal, for the excess withdrawal; and

2)	after the withdrawal, for the amount withdrawn up to the Maximum Annual Withdrawal (without regard to the excess withdrawal).

When a withdrawal is made, the total withdrawals taken in a Contract year are compared with the current
Maximum Annual Withdrawal. To the extent that the withdrawal taken causes the total withdrawals in that year
to exceed the current Maximum Annual Withdrawal, that withdrawal is considered excess. For purposes of
determining whether the Maximum Annual Withdrawal has been exceeded, any applicable Market Value
Adjustment or surrender charges will not be applied to the withdrawal. However, for purposes of determining
the Maximum Annual Withdrawal reduction after an excess withdrawal, any surrender charges and/or Market
Value Adjustment are considered to be part of the withdrawal. See Appendix G, Illustration 1 and 2 for
examples of this concept.

Required Minimum Distributions.Withdrawals taken from the Contract to satisfy the Required
Minimum Distribution rules of the Tax Code, that exceed the Maximum Annual Withdrawal for a specific
Contract year, will not be deemed excess withdrawals in that Contract year for purposes of the ING LifePay
Plus rider, subject to the following rules:

1)	If your Required Minimum Distribution for a calendar year (determined on a date on or before January 31 of that year), applicable to this Contract, is greater than the Maximum Annual Withdrawal on that date, an Additional Withdrawal Amount will be set equal to that portion of the Required Minimum Distribution that exceeds the Maximum Annual Withdrawal.

2)	You may withdraw the Additional Withdrawal Amount from this Contract without it being deemed an excess withdrawal.

3)	Any withdrawals taken in a Contract year will count first against the Maximum Annual Withdrawal for that Contract year.

4)	Once the Maximum Annual Withdrawal for the then current Contract year has been taken, additional amounts withdrawn in excess of the Maximum Annual Withdrawal will count first against and reduce any unused Additional Withdrawal Amount for the previous calendar year followed by any Additional Withdrawal Amount for the current calendar year.

5)	Withdrawals that exceed all available Additional Withdrawal Amounts are excess withdrawals and will reduce the Maximum Annual Withdrawal on a pro-rata basis, as described above.

6)	The Additional Withdrawal Amount is reset to zero at the end of the second calendar year from which it was originally calculated.

7)	If the Contract is still in the Growth Phase on the date the Additional Withdrawal Amount is determined, but enters the Withdrawal Phase later during that calendar year, the Additional Withdrawal Amount will be equal to the amount in excess of the Maximum Annual Withdrawal necessary to satisfy the Required Minimum Distribution for that year (if any).

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See Appendix G, Illustration 3.

Investment Advisory Fees.Withdrawals taken pursuant to a program established by the owner for the
payment of investment advisory fees to a named third party investment adviser for advice on management of
the Contract’s values willnot cause the Withdrawal Phase to begin. During the Growth Phase, such
withdrawals reduce the ING LifePay Plus Base on a dollar-for-dollar basis, and during the Withdrawal Phase,
these withdrawals are treated as any other withdrawal.

Automatic Periodic Benefit Status.If the Contract value is reduced to zero for a reason other than a
withdrawal in excess of the Maximum Annual Withdrawal while the rider is in Guaranteed Withdrawal Status,
the rider will enter Automatic Periodic Benefit Status and you are entitled to receive periodic payments in an
annual amount equal to the Maximum Annual Withdrawal, until the remaining ING LifePay Plus Base is
exhausted.

When the rider enters Automatic Periodic Benefit Status:

1)	the Contract will provide no further benefits other than as provided under the ING LifePay Plus rider;

2)	no further premium payments will be accepted; and

3)	any other riders attached to the Contract will terminate, unless otherwise specified in that rider.

During Automatic Periodic Benefit Status, we will pay you periodic payments in an annual amount that is equal
to the Maximum Annual Withdrawal. These payments will continue until the ING LifePay Plus Base is
reduced to zero, at which time the rider will terminate without value.

The periodic payments will begin on the last day of the first full Contract year following the date the rider enters
Automatic Periodic Benefit Status and will continue to be paid annually thereafter. If, at the time the rider
enters Automatic Periodic Benefit Status, you are receiving systematic withdrawals under the Contract more
frequently than annually, the periodic payments will be made at the same frequency in equal amounts such that
the sum of the payments in each Contract year will equal the annual Maximum Annual Withdrawal. Such
payments will be made on the same payment dates as previously set up, if the payments were being made
monthly or quarterly. If the payments were being made semi-annually or annually, the payments will be made
at the end of the half-Contract year or Contract year, as applicable.

Lifetime Automatic Periodic Benefit Status.If the Contract value is reduced to zero by a withdrawal in
excess of the Maximum Annual Withdrawal, the Contract and the rider will terminate due to the pro-rata
reduction described in “Determination of the Maximum Annual Withdrawal,” above.

If the Contract value is reduced to zero for a reason other than a withdrawal in excess of the Maximum Annual
Withdrawal while the rider is in Lifetime Guaranteed Withdrawal Status, the rider will enter Lifetime
Automatic Periodic Benefit Status and you are entitled to receive periodic payments in an annual amount equal
to the Maximum Annual Withdrawal.

When the rider enters Lifetime Automatic Periodic Benefit Status:

1)	the Contract will provide no further benefits other than as provided under the ING LifePay Plus rider;

2)	no further premium payments will be accepted; and

3)	any other riders attached to the Contract will terminate, unless otherwise specified in that rider.

During Lifetime Automatic Periodic Benefit Status, we will pay you periodic payments in an annual amount
that is equal to the Maximum Annual Withdrawal. These payments will cease upon the death of the annuitant at

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which time both the rider and the Contract will terminate. The rider will remain in Lifetime Automatic Periodic
Benefit Status until it terminates without value upon the annuitant’s death.

The periodic payments will begin on the last day of the first full Contract year following the date the rider enters
Lifetime Automatic Periodic Benefit Status and will continue to be paid annually thereafter. If, at the time the
rider enters Lifetime Automatic Periodic Benefit Status, you are receiving systematic withdrawals under the
Contract more frequently than annually, the periodic payments will be made at the same frequency in equal
amounts such that the sum of the payments in each Contract year will equal the annual Maximum Annual
Withdrawal. Such payments will be made on the same payment dates as previously set up, if the payments
were being made monthly or quarterly. If the payments were being made semi-annually or annually, the
payments will be made at the end of the half-Contract year or Contract year, as applicable.

ING LifePay Plus Reset.Once the Lifetime Guaranteed Withdrawal Status begins and the Maximum
Annual Withdrawal has been determined, on each quarterly contract anniversary we will increase (or “reset”)
the ING LifePay Plus Base to the current Contract value, if the Contract value is higher. The Maximum Annual
Withdrawal will also be recalculated, and the remaining portion of the new Maximum Annual Withdrawal will
be available for withdrawal immediately. This reset ONLY occurs when the rider is in Lifetime Guaranteed
Withdrawal Status, and is automatic.

We reserve the right to change the charge for this rider with a reset. In this event, you will receive prior notice,
of not less than 30 days, which explains the change, its impact to you and your options. You may decline this
change (and the reset). However, this action will apply to all future resets and cannot be reversed.

Investment Option Restrictions.While the ING LifePay Plus rider is in effect, there are limits on the
portfolios to which your Contract value may be allocated. Contract value allocated to portfolios other than Accepted
Funds will be rebalanced so as to maintain at least 20% of such Contract value in the Fixed Allocation Funds. See
“Fixed Allocation Funds Automatic Rebalancing,” below.

Accepted Funds. Currently, Accepted Funds are:ING
Franklin Templeton Founding Strategy Portfolio; ING LifeStyle Moderate Portfolio; ING LifeStyle Moderate
Growth Portfolio; ING LifeStyle Growth Portfolio; ING T. Rowe Price Capital Appreciation Portfolio; ING
Van Kampen Equity and Income Portfolio;ING WisdomTree^SM Global High-Yielding Equity Index Portfolio;
ING Liquid Assets Portfolio; and Fixed Account II. We may change these designations at any time upon 30
days notice to you. If a change is made, the change will apply to Contract value allocated to such portfolios
after the date of the change.

Fixed Allocation Funds. TheING American Funds Bond Portfolio, theING VP Intermediate Bond
Portfolio and the ING PIMCO Core Bond Portfolio are designated as the Fixed Allocation Funds.
You may allocate your contract value to one or both Fixed Allocation
Funds. We consider the ING VP Intermediate Bond Portfolio to be the default Fixed Allocation Fund with
Fixed Allocation Funds Automatic Rebalancing.

If the rider is not continued under the spousal continuation right when available, the Fixed Allocation Fund may
be reclassified as a Special Fund as of the Contract continuation date if it would otherwise be designated as a
Special Fund for purposes of the Contract’s death benefits. For purposes of calculating any applicable death
benefit guaranteed under the Contract, any allocation of Contract value to the Fixed Allocation Funds will be
considered a Covered Fund allocation while the rider is in effect.

Other Funds. All portfolios available under the Contract other than Accepted Funds or the Fixed
Allocation Funds are considered Other Funds.

Fixed Allocation Funds Automatic Rebalancing.If the Contract value in the Fixed Allocation Funds is
less than 20% of the total Contract value allocated to the Fixed Allocation Funds and Other Funds on any ING
LifePay Plus Rebalancing Date, we will automatically rebalance the Contract value allocated to the Fixed
Allocation Funds and Other Funds so that 20% of this amount is allocated to the Fixed Allocation Funds.
Accepted Funds are excluded from Fixed Allocation Funds Automatic Rebalancing. Any rebalancing is done

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on a pro-rata basis among the Other Funds and will be the last transaction processed on that date. The ING
LifePay Plus Rebalancing Dates occur on each Contract anniversary and after the following transactions:

1)	receipt of additional premiums;

2)	transfer or reallocation among the Fixed Allocation Funds or Other Funds, whether automatic or specifically directed by you; and

3)	withdrawals from the Fixed Allocation Funds or Other Funds.

Fixed Allocation Funds Automatic Rebalancing is separate from any other automatic rebalancing under the
Contract. However, if the other automatic rebalancing under the Contract causes the allocations to be out of
compliance with the investment option restrictions noted above, Fixed Allocation Funds Automatic
Rebalancing will occur immediately after the automatic rebalancing to restore the required allocations. See
“Appendix H – Examples of Fixed Allocation Funds Automatic Rebalancing.”

In certain circumstances, Fixed Allocation Funds Automatic Rebalancing may result in a reallocation into the
Fixed Allocation Funds even if you have not previously been invested in it. See “Appendix H – Examples of
Fixed Allocation Funds Automatic Rebalancing, Example I.”By electing to purchase the ING LifePay Plus
rider, you are providing the Company with direction and authorization to process these transactions,
including reallocations into the Fixed Allocation Funds. You should not purchase the ING LifePay Plus
rider if you do not wish to have your Contract value reallocated in this manner.

Death of Owner or Annuitant.The ING LifePay Plus rider and charges will terminate on the date of death of
the owner (or in the case of joint owners, the first owner), or the annuitant if there is a non-natural owner.

Continuation After Death – Spouse.If the surviving spouse of the deceased owner continues the
Contract (see “Death Benefit Choices – Continuation After Death – Spouse”), the rider will also continue on the
next quarterly contract anniversary, provided the spouse becomes the annuitant and sole owner.

If the rider is in the Growth Phase at the time of spousal continuation:

1)	The rider will continue in the Growth Phase;

2)	On the date the rider is continued, the ING LifePay Plus Base will be reset to equal the greater of the ING LifePay Plus Base and the then current Contract value;

3)	The ING LifePay Plus charges will restart and be the same as were in effect prior to the claim date;

4)	Ratchets, which stop on the claim date, are restarted, effective on the date the rider is continued;

5)	Any remaining step-ups will be available, and if the rider is continued before an annual contract anniversary when a step-up would have been available, then that step-up will be available;

6)	The Maximum Annual Withdrawal percentage will be determined as of the date of the first withdrawal, whenever it occurs, and will be based on the spouse’s age on that date; and

7)	The rider’s Standard Withdrawal Benefit will be available until the quarterly contract anniversary on or after the spouse is age 59 ½.

If the rider is in the Withdrawal Phase at the time of spousal continuation:

1)	The rider will continue in the Withdrawal Phase.

2)	The rider’s charges will restart on the date the rider is continued and be the same as were in effect prior to the claim date.

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3)	On the quarterly Contract anniversary that the date the rider is continued:

	(a)	If the surviving spouse was not the annuitant before the owner’s death, then the ING LifePay Plus Base will be reset to the current Contract value and the Maximum Annual Withdrawal is recalculated by multiplying the new ING LifePay Plus Base by the Maximum Annual Withdrawal percentage based on the surviving spouse’s age on that date. Withdrawals are permitted pursuant to the other provisions of the rider. Withdrawals causing the Contract value to fall to zero will terminate the Contract and the rider.

	(b)	If the surviving spouse was the annuitant before the owner’s death, then the ING LifePay Plus Base will be reset to the current Contract value, only if greater, and the Maximum Annual Withdrawal is recalculated by multiplying the new ING LifePay Plus Base by the Maximum Annual Withdrawal percentage. Withdrawals are permitted pursuant to the other provisions of the rider.

4)	The rider charges will restart on the quarter Contract anniversary that the rider is continued and will be the same as were in effect prior to the claim date.

Effect of ING LifePay Plus Rider on Death Benefit.If you die before Lifetime Automatic Periodic
Benefit Status begins under the ING LifePay Plus rider, the death benefit is payable, but the rider terminates.
However, if the beneficiary is the owner’s spouse, and the spouse elects to continue the Contract, the death
benefit is not payable until the spouse’s death.Thus, you should not purchase this rider with multiple
owners, unless the owners are spouses.See “Death of Owner or Annuitant” and “Continuation After Death –
Spouse,” above for further information.

While in Lifetime Automatic Periodic Benefit Status, if the owner who is not the annuitant dies, we will
continue to pay the periodic payments that the owner was receiving under the ING LifePay Plus rider to the
beneficiary. While in Lifetime Automatic Periodic Benefit Status, if an owner who is also the annuitant dies,
the periodic payments will stop. No other death benefit is payable.

While the rider is in Automatic Periodic Benefit Status, if the owner dies, the remaining ING LifePay Plus Base
will be paid to the beneficiary in a lump sum.

Change of Owner or Annuitant.Other than as provided above under “Continuation After Death- Spouse,”
you may not change the annuitant. The rider and rider charges will terminate upon change of owner, including
adding an additional owner, except for the following ownership changes:

1)	spousal continuation as described above;

2)	change of owner from one custodian to another custodian;

3)	change of owner from a custodian for the benefit of an individual to the same individual;

4)	change of owner from an individual to a custodian for the benefit of the same individual;

5)	collateral assignments;

6)	change in trust as owner where the individual owner and the grantor of the trust are the same individual;

7)	change of owner from an individual to a trust where the individual owner and the grantor of the trust are the same individual; and

8)	change of owner from a trust to an individual where the individual owner and the grantor of the trust are the same individual.

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Surrender Charges.If you elect the ING LifePay Plus rider, your withdrawals will be subject to surrender
charges if they exceed the free withdrawal amount. However, once your Contract value is zero, the periodic
payments under the ING LifePay Plus rider are not subject to surrender charges.

Loans.No loans are permitted on Contracts with the ING LifePay Plus rider.

Taxation.For more information about the tax treatment of amounts paid to you under the ING LifePay Plus
Rider, see “Federal Tax Considerations – Tax Consequences of Living Benefits and Death Benefit.”

ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING Joint LifePay Plus”) Rider.The
ING Joint LifePay Plus rider generally provides, subject to the restrictions and limitations below, that we will
guarantee a minimum level of annual withdrawals from the Contract for the lifetime of both you and your spouse,
even if these withdrawals deplete your contract value to zero. You may wish to purchase this rider if you are
married and are concerned that you and your spouse may outlive your income.

Purchase. The ING Joint LifePay Plus rider is only available for purchase by individuals who are married at
the time of purchase and eligible to elect spousal continuation (as defined by the Tax Code) when the death benefit
becomes payable. We refer to these individuals as spouses. Certain ownership, annuitant, and beneficiary
designations are required in order to purchase the ING Joint LifePay Plus rider. See “Ownership, Annuitant, and
Beneficiary Requirements,” below.

The maximum issue age is 80. Both spouses must meet these issue age requirements on the contract anniversary on
which the ING Joint LifePay Plus rider is effective. The issue age is the age of the owners on the Contract
anniversary on which the rider is effective. Some broker dealers may limit the maximum issue age to ages younger
than age 80, but in no event lower than age 55. We reserve the right to change the minimum or maximum issue ages
on a nondiscriminatory basis. The ING Joint LifePay Plus rider will not be issued if the initial allocation to
investment options is not in accordance with the investment option restrictions described in “Investment Option
Restrictions,” below. The Company in its discretion may allow the ING Joint LifePay Plus rider to be elected after a
contract has been issued without it, subject to certain conditions. Please contact our Customer Service Center for
more information. Such election must be received in good order, including owner, annuitant, and beneficiary
designations and compliance with the investment restrictions described below. The ING Joint LifePay Plus rider
will be effective as of the following quarterly contract anniversary.

Ownership, Annuitant, and Beneficiary Designation Requirements.Certain ownership, annuitant, and
beneficiary designations are required in order to purchase the ING Joint LifePay Plus rider. These designations
depend upon whether the contract is issued as a nonqualified contract, an IRA or a custodial IRA. In all cases, the
ownership, annuitant, and beneficiary designations must allow for the surviving spouse to continue the contract
when the death benefit becomes payable, as provided by the Tax Code. Non-natural, custodial owners are only
allowed with IRAs (“custodial IRAs”). Joint annuitants are not allowed. The necessary ownership, annuitant,
and/or beneficiary designations are described below. Applications that do not meet the requirements below will be
rejected. We reserve the right to verify the date of birth and social security number of both spouses.

Nonqualified Contracts.For a jointly owned contract, the owners must be spouses, and the annuitant
must be one of the owners. For a contract with only one owner, the owner’s spouse must be the sole primary
beneficiary, and the annuitant must be one of the spouses.

IRAs.There may only be one owner, who must also be the annuitant. The owner’s spouse must be the
sole primary beneficiary.

Custodial IRAs.While we do not maintain individual owner and beneficiary designations for IRAs held
by an outside custodian, the ownership and beneficiary designations with the custodian must comply with the
requirements listed in “IRAs,” above. The annuitant must be the same as the beneficial owner of the custodial
IRA. We require the custodian to provide us the name and date of birth of both the owner and the owner’s
spouse.

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Rider Date.The ING Joint LifePay Plus rider date is the date the ING Joint LifePay Plus rider becomes
effective. If you purchase the ING Joint LifePay Plus rider when the contract is issued, the ING Joint LifePay Plus
rider date is also the contract date.

No Cancellation.Once you purchase the ING Joint LifePay Plus rider, you may not cancel it unless you
cancel the contract during the contract’s free look period (or otherwise cancel the contract pursuant to its terms),
surrender or annuitize in lieu of payments under the ING Joint LifePay Plus rider. These events automatically
cancel the ING Joint LifePay Plus rider. The Company may, at its discretion, cancel and/or replace the ING Joint
LifePay Plus rider at your request in order to renew or reset the ING Joint LifePay Plus rider.

Termination.The ING Joint LifePay Plus rider is a “living benefit,” which means the guaranteed benefits
offered are intended to be available to you and your spouse while you are living and while your contract is in the
accumulation phase. The optional rider automatically terminates if you:

1)	terminate your contract pursuant to its terms during the accumulation phase, surrender, or begin receiving annuity payments in lieu of payments under the ING Joint LifePay Plus rider;

2)	die during the accumulation phase (first owner to die in the case of joint owners, or death of annuitant if the contract is a custodial IRA), unless your spouse elects to continue the contract (and your spouse is active for purposes of the ING Joint LifePay Plus rider); or

3)	change the owner of the contract (other than a spousal continuation by an active spouse).

See “Change of Owner or Annuitant,” below. Other circumstances that may cause the ING Joint LifePay Plus rider
to terminate automatically are discussed below.

Active Status.Once the ING Joint LifePay Plus rider has been issued, a spouse must remain in “active” status
in order to exercise rights and receive the benefits of the ING Joint LifePay Plus rider after the first spouse’s death
by electing spousal continuation. In general, changes to the ownership, annuitant, and/or beneficiary designation
requirements noted above will result in one spouse being designated as “inactive.” Inactive spouses are not eligible
to continue the benefits of the ING Joint LifePay Plus rider after the death of the other spouse. Once designated
“inactive,” a spouse may not regain active status under the ING Joint LifePay Plus rider. Specific situations that will
result in a spouse’s designation as “inactive” include the following:

1)	For nonqualified contracts where the spouses are joint owners, the removal of a joint owner (if that spouse does not automatically become sole primary beneficiary pursuant to the terms of the contract), or the change of one joint owner to a person other than an active spouse.

2)	For nonqualified contracts where one spouse is the owner and the other spouse is the sole primary beneficiary, as well as for IRA contracts (including custodial IRAs), the addition of a joint owner who is not also an active spouse or any change of beneficiary (including the addition of primary beneficiaries).

3)	In the event of the death of one spouse (in which case the deceased spouse becomes inactive).

An owner may also request that one spouse be treated as inactive. In the case of joint-owned contracts, both
contract owners must agree to such a request. An inactive spouse is not eligible to exercise any rights or receive any
benefits under the ING Joint LifePay Plus rider.However, all charges for the ING Joint LifePay Plus rider will
continue to apply, even if one spouse becomes inactive, regardless of the reason. You should make sure you
understand the impact of beneficiary and owner changes on the ING Joint LifePay Plus rider prior to
requesting any such changes.

A divorce will terminate the ability of an ex-spouse to continue the contract. See “Divorce,” below.

Guaranteed Withdrawal Status. This status begins on the date of the first withdrawal, ONLY IF the quarterly
contract anniversary following the youngest active spouse’s 65^th birthday has not yet passed. This status will then

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continue until the earliest of:

1)	quarterly contract anniversary following the youngest active spouse’s 65^thbirthday, provided the contract owner does not decline the change to Lifetime Guaranteed Withdrawal Status;

2)	reduction of the ING Joint LifePay Plus Base to zero, at which time the rider will terminate;

3)	the annuity commencement date;

4)	reduction of the Contract value to zero by a withdrawal in excess of the Maximum Annual Withdrawal;

5)	reduction of the Contract value to zero by a withdrawal less than or equal to the Maximum Annual Withdrawal (see “Automatic Periodic Benefit Status,” below);

6)	the surrender or annuitization of the Contract; or

7)	the death of the owner (first owner, in the case of joint owners; annuitant, in the case of a non-natural person owner), unless your spouse beneficiary elects to continue the Contract.

Lifetime Guaranteed Withdrawal Status. This status begins on the date of the first withdrawal, provided the
quarterly contract anniversary following the youngest active spouse’s 65^th birthday has passed. If the first
withdrawal is taken prior to this date, then the Lifetime Guaranteed Withdrawal Status will automatically begin on
the quarterly contract anniversary following the youngest active spouse’s 65^th birthday. This status continues until
the earliest of:

1)	the annuity commencement date;

2)	reduction of the contract value to zero by a withdrawal in excess of the Maximum Annual Withdrawal;

3)	reduction of the contract value to zero by a withdrawal less than or equal to the Maximum Annual Withdrawal (see “Lifetime Automatic Periodic Benefit Status,” below);

4)	the surrender of the contract; or

5)	the death of the owner (first owner, in the case of joint owners, or the annuitant, in the case of a custodial IRA), unless your active spouse beneficiary elects to continue the contract.

You will receive prior notice, of not less than 30 days, if you are in the Guaranteed Withdrawal Status and become
eligible for the Lifetime Guaranteed Withdrawal Status. This notice will explain the change, its impact to you and
your options. You may decline this change. Automatic reset into the Lifetime Guaranteed Withdrawal Status could
result in a lower Maximum Annual Withdrawal. However, this action will also apply to all future resets (see below)
and cannot be reversed. As described below, certain features of the ING Joint LifePay Plus rider may differ
depending upon whether you are in Lifetime Guaranteed Withdrawal Status.

How the ING Joint LifePay Plus Rider Works.The ING Joint LifePay Plus rider has two phases. The first
phase, called the Growth Phase, begins on the effective date of the ING Joint LifePay Plus rider and ends as of the
business day before the first withdrawal is taken (or when the annuity commencement date is reached). The second
phase is called the Withdrawal Phase. This phase begins as of the date you take the first withdrawal of any kind
under the contract (other than advisory fees, as described below), or the annuity commencement date, whichever
occurs first.

Benefits paid under the ING Joint LifePay Plus rider require the calculation of the Maximum Annual Withdrawal.
The ING Joint LifePay Plus Base (referred to as the “MGWB Base” in the contract) is used to determine the
Maximum Annual Withdrawal and is calculated as follows:

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1)	If you purchased the ING Joint LifePay Plus rider on the contract date, the initial ING Joint LifePay Plus Base is equal to the initial premium.

2)	If you purchased the ING Joint LifePay Plus rider after the contract date, the initial ING Joint LifePay Plus Base is equal to the contract value on the effective date of the ING Joint LifePay Plus rider.

During the Growth Phase, the initial ING Joint LifePay Plus Base is increased dollar-for-dollar by any premiums
received (“eligible premiums”). In addition, on each quarterly contract anniversary, the ING Joint LifePay Plus
Base is recalculated as the greater of:

The current ING Joint LifePay Plus Base; or
The current Contract value. This is referred to as a quarterly “ratchet.”

Also, on each of the first ten contract anniversaries, the ING Joint LifePay Plus Base is recalculated as the greatest
of:

The current ING Joint LifePay Plus Base; or
The current Contract value; and
The ING Joint LifePay Plus Base on the previous contract anniversary, increased by 7%, plus anyeligible premiums and minus any third-party investment advisory fees paid from your contract duringthe year. This is referred to as an annual “step-up.”

Please note that if this rider is added after the contract date, then the first opportunity for a step-up will be on the
first contract anniversary following a complete contract year after the rider date.

The ING Joint LifePay Plus Base has no additional impact on the calculation of annuity payments or withdrawal
benefits.

Currently, any additional premiums paid during the Withdrawal Phase are not eligible premiums for purposes of
determining the ING Joint LifePay Plus Base or the Maximum Annual Withdrawal; however, we reserve the right to
treat such premiums as eligible premiums at our discretion, in a nondiscriminatory manner. Premiums received
during the Withdrawal Phase do increase the contract value used to determine the reset Maximum Annual
Withdrawal under the benefit reset feature of the ING Joint LifePay Plus rider (see “ING Joint LifePay Plus Reset,”
below). We reserve the right to discontinue allowing premium payments during the Withdrawal Phase.

Determination of the Maximum Annual Withdrawal.The Maximum Annual Withdrawal is determined
on the date the Withdrawal Phase begins. It equals the Maximum Annual Withdrawal percentage multiplied by
the greater of the contract value and the ING Joint LifePay Plus Base, as of the last day of the Growth Phase.
The first withdrawal after the effective date of the ING Joint LifePay Plus rider (which causes the end of the
Growth Phase) is treated as occurring on the first day of the Withdrawal Phase, immediately after calculation of
the Maximum Annual Withdrawal. The Maximum Annual Withdrawal percentage, which varies by age of the
youngest active spouse on the date the Withdrawal Phase begins, is as follows:

Youngest Active		Maximum Annual
Spouse’s Age		Withdrawal Percentage

0-75*		5%*

76-80		6%

81+		7%

*If the Withdrawal Phase begins before the quarterly contract anniversary on or after the younger spouse
reaches age 65, withdrawals in a contract year up to the Maximum Annual Withdrawal will reduce the ING
Joint LifePay Plus Base dollar-for-dollar, under what your rider refers to as the “Standard Withdrawal Benefit.”
Then, on the quarterly contract anniversary on or after the younger spouse reaches age 65, the ING Joint
LifePay Plus Base will automatically be reset to the current Contract value, if greater, and the Maximum

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Annual Withdrawal will be recalculated.

Once determined the Maximum Annual Withdrawal percentage never changes for the contract. This is
important to keep in mind in deciding when to take your first withdrawal because the younger you are at that
time, the lower the Maximum Annual Withdrawal percentage.

If the Contract’s annuity commencement date is reached, you may elect a life only annuity option, in lieu of the
Contract’s other annuity options, under which we will pay the greater of the annuity payout under the Contract
and equal annual payments of the Maximum Annual Withdrawal, provided that, if both spouses are active,
payments under the life only annuity option will be calculated using the joint life expectancy table for both
spouses. If only one spouse is active, payments will be calculated using the single life expectancy table for the
active spouse.

Withdrawals in a contract year that do not exceed the Maximum Withdrawal Amount do not reduce the
Maximum Withdrawal Amount. However, if withdrawals in any contract year exceed the Maximum Annual
Withdrawal (an “excess withdrawal”), the ING Joint LifePay Plus Base and the Maximum Annual Withdrawal
will be reduced on a pro-rata basis. This means that both the ING Joint LifePay Plus Base and the Maximum
Annual Withdrawal will be reduced by the same proportion as the excess withdrawal is of the contract value
determined after the deduction the amount withdrawn up to the Maximum Annual Withdrawal but before
deduction of the excess withdrawal.

When a withdrawal is made, the total withdrawals taken in a contract year are compared with the current
Maximum Annual Withdrawal. To the extent that the withdrawal taken causes the total withdrawals in that year
to exceed the current Maximum Annual Withdrawal, that withdrawal is considered excess. For purposes of
determining whether the Maximum Annual Withdrawal has been exceeded, any applicable Market Value
Adjustment or surrender charges will not be considered. However, for purposes of determining the Maximum
Annual Withdrawal reduction after an excess withdrawal, surrender charges and/or Market Value Adjustment
are considered to be part of the withdrawal, and will be included in the pro-rata adjustment to the Maximum
Annual Withdrawal. See Appendix G, Illustration 1 and 2 for examples of this concept.

Required Minimum Distributions.Withdrawals taken from the contract to satisfy the Required
Minimum Distribution rules of the Tax Code are considered withdrawals for purposes of the ING Joint LifePay
Plus rider, and will begin the Withdrawal Phase if the Withdrawal Phase has not already started. Any such
withdrawal which exceeds the Maximum Annual Withdrawal for a specific contract year will not be deemed
excess withdrawals in that contract year for purposes of the ING Joint LifePay Plus rider, subject to the
following:

1)	If the contract owner’s Required Minimum Distribution for a calendar year (determined on a date on or before January 31 of that year), applicable to the contract, is greater than the Maximum Annual Withdrawal on that date, an Additional Withdrawal Amount will be set equal to that portion of the Required Minimum Distribution that exceeds the Maximum Annual Withdrawal.

2)	You may withdraw the Additional Withdrawal Amount from this contract without it being deemed an excess withdrawal.

3)	Any withdrawals taken in a contract year will count first against the Maximum Annual Withdrawal for that contract year.

4)	Once the Maximum Annual Withdrawal for the then current contract year has been taken, additional amounts withdrawn in excess of the Maximum Annual Withdrawal will count first against and reduce any unused Additional Withdrawal Amount for the previous calendar year followed by any Additional Withdrawal Amount for the current contract year.

5)	Withdrawals that exceed all available Additional Withdrawal Amounts are excess withdrawals and will reduce the Maximum Annual Withdrawal on a pro-rata basis, as described above.

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6)	The Additional Withdrawal Amount is reset to zero at the end of the second calendar year from which it was originally calculated.

7)	If the contract is still in the Growth Phase on the date the Additional Withdrawal Amount is determined, but enters the Withdrawal Phase later during that calendar year, the Additional Withdrawal Amount will be equal to the amount in excess of the Maximum Annual Withdrawal Amount necessary to satisfy the Required Minimum Distribution for that year (if any).

See Appendix G, Illustration 3.

Investment Advisory Fees.Withdrawals taken pursuant to a program established by the owner for the
payment of investment advisory fees to a named third party investment adviser for advice on management of
the contract’s values willnot cause the Withdrawal Phase to begin. During the Growth Phase, such
withdrawals reduce the ING Joint LifePay Plus Base on a dollar-for-dollar basis, and during the Withdrawal
Phase, these withdrawals are treated as any other withdrawal.

Automatic Periodic Benefit Status.If the Contract value is reduced to zero for a reason other than a
withdrawal in excess of the Maximum Annual Withdrawal while the rider is in Guaranteed Withdrawal Status,
the rider will enter Automatic Periodic Benefit Status and you are entitled to receive periodic payments in an
annual amount equal to the Maximum Annual Withdrawal, until the remaining ING Joint LifePay Plus Base is
exhausted.

When the rider enters Automatic Periodic Benefit Status:

1)	the Contract will provide no further benefits other than as provided under the ING Joint LifePay Plus rider;

2)	no further premium payments will be accepted; and

3)	any other riders attached to the Contract will terminate, unless otherwise specified in that rider.

During Automatic Periodic Benefit Status, we will pay you periodic payments in an annual amount that is equal
to the Maximum Annual Withdrawal. These payments will continue until the ING Joint LifePay Plus Base is
reduced to zero, at which time the rider will terminate without value.

The periodic payments will begin on the last day of the first full Contract year following the date the rider enters
Automatic Periodic Benefit Status and will continue to be paid annually thereafter. If, at the time the rider
enters Automatic Periodic Benefit Status, you are receiving systematic withdrawals under the Contract more
frequently than annually, the periodic payments will be made at the same frequency in equal amounts such that
the sum of the payments in each Contract year will equal the annual Maximum Annual Withdrawal. Such
payments will be made on the same payment dates as previously set up, if the payments were being made
monthly or quarterly. If the payments were being made semi-annually or annually, the payments will be made
at the end of the half-Contract year or Contract year, as applicable.

Lifetime Automatic Periodic Benefit Status.If the contract value is reduced to zero by a withdrawal in
excess of the Maximum Annual Withdrawal, the contract and the ING Joint LifePay Plus rider will terminate
due to the pro-rata reduction described in “Determination of the Maximum Annual Withdrawal,” above.

If the contract value is reduced to zero for a reason other than a withdrawal in excess of the Maximum Annual
Withdrawal while the ING Joint LifePay Plus rider is in Lifetime Guaranteed Withdrawal Status, the ING Joint
LifePay Plus rider will enter Lifetime Automatic Periodic Benefit Status and you are no longer entitled to make
withdrawals. Instead, under the ING Joint LifePay Plus rider you will begin to receive periodic payments in an
annual amount equal to the Maximum Annual Withdrawal.

When the ING Joint LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status:

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1)	the contract will provide no further benefits (including death benefits) other than as provided under the ING Joint LifePay Plus rider;

2)	no further premium payments will be accepted; and

3)	any other riders attached to the contract will terminate, unless otherwise specified in that rider.

During Lifetime Automatic Periodic Benefit Status, we will pay you periodic payments in an annual amount
that is equal to the Maximum Annual Withdrawal. The time period for which we will make these payments will
depend upon whether one or two spouses are active under the ING Joint LifePay Plus rider at the time this
status begins. If both spouses are active under the ING Joint LifePay Plus rider, these payments will cease upon
the death of the second spouse, at which time both the ING Joint LifePay Plus rider and the contract will
terminate without further value. If only one spouse is active under the ING Joint LifePay Plus rider, the
payments will cease upon the death of the active spouse, at which time both the ING Joint LifePay Plus rider
and the contract will terminate without value.

If the Maximum Annual Withdrawal exceeds the net withdrawals taken the contract year when the ING Joint
LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status (including the withdrawal that results in
the contract value decreasing to zero), that difference will be paid immediately to the contract owner. The
periodic payments will begin on the last day of the first full contract year following the date the ING Joint
LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status and will continue to be paid annually
thereafter.

You may elect to receive systematic withdrawals pursuant to the terms of the contract. Under a systematic
withdrawal, either a fixed amount or an amount based upon a percentage of the contract value will be
withdrawn from your contract and paid to you on a scheduled basis, either monthly, quarterly or annually. If, at
the time the ING Joint LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status, you are receiving
systematic withdrawals under the contract more frequently than annually, the periodic payments will be made at
the same frequency in equal amounts such that the sum of the payments in each contract year will equal the
annual Maximum Annual Withdrawal. Such payments will be made on the same payment dates as previously
set up, if the payments were being made monthly or quarterly. If the payments were being made semi-annually
or annually, the payments will be made at the end of the half-contract year or contract year, as applicable.

ING Joint LifePay Plus Reset.Once the Lifetime Guaranteed Withdrawal Status begins and the
Maximum Annual Withdrawal has been determined, on each quarterly contract anniversary we will increase (or
“reset”) the ING Joint LifePay Plus Base to the current Contract value, if the Contract value is higher. The
Maximum Annual Withdrawal will also be recalculated, and the remaining portion of the new Maximum
Annual Withdrawal will be available for withdrawal immediately. This reset ONLY occurs when the rider is in
Lifetime Guaranteed Withdrawal Status, and is automatic.

We reserve the right to change the charge for this rider with a reset. In this event, you will receive prior notice,
of not less than 30 days, which explains the change, its impact to you and your options. You may decline this
change (and the reset). However, this action will apply to all future resets and cannot be reversed.

Investment Option Restrictions.In order to mitigate the insurance risk inherent in our guarantee to provide
you and your spouse with lifetime payments (subject to the terms and restrictions of the ING Joint LifePay Plus
rider), we require that your contract value be allocated in accordance with certain limitations. In general, to the
extent that you choose not to invest in the Accepted Funds, we require that 20% of the amount not so invested be
invested in the Fixed Allocation Funds. We will require this allocation regardless of your investment instructions to
the contract, as described below.

While the ING Joint LifePay Plus rider is in effect, there are limits on the portfolios to which your contract value
may be allocated. Contract value allocated to portfolios other than Accepted Funds will be rebalanced so as to
maintain at least 20% of such contract value in the Fixed Allocation Funds. See “Fixed Allocation Funds Automatic
Rebalancing,” below.

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Accepted Funds. Currently Accepted Funds are:ING
Franklin Templeton Founding Strategy Portfolio; ING LifeStyle Moderate Portfolio; ING LifeStyle Moderate
Growth Portfolio; ING LifeStyle Growth Portfolio; ING T. Rowe Price Capital Appreciation Portfolio; ING
Van Kampen Equity and Income Portfolio;ING WisdomTree^SM Global High-Yielding Equity Index Portfolio;
ING Liquid Assets Portfolio and Fixed Account II. We may change these designations at any time upon 30
days notice to you. If a change is made, the change will apply to contract value allocated to such portfolios
after the date of the change.

Fixed Allocation Funds. TheING American Funds Bond Portfolio, theING VP Intermediate Bond
Portfolio and the ING PIMCO Core Bond Portfolio are designated as the Fixed Allocation Funds.
You may allocate contract value to one or both Fixed Allocation Funds. We
consider the ING VP Intermediate Bond Portfolio to be the default Fixed Allocation Fund with Fixed Allocation
Funds Automatic Rebalancing.

Other Funds. All portfolios available under the contract other than Accepted Funds or the Fixed
Allocation Funds are considered Other Funds.

Fixed Allocation Funds Automatic Rebalancing.If the contract value in the Fixed Allocation Funds is
less than 20% of the total contract value allocated to the Fixed Allocation Funds and Other Funds on any ING
Joint LifePay Plus Rebalancing Date, we will automatically rebalance the contract value allocated to the Fixed
Allocation Funds and Other Funds so that 20% of this amount is allocated to the Fixed Allocation Funds.
Accepted Funds are excluded from Fixed Allocation Funds Automatic Rebalancing. Any rebalancing is done
on a pro-rata basis among the Other Funds and will be the last transaction processed on that date. The ING
Joint LifePay Plus Rebalancing Dates occur on each contract anniversary and after the following transactions:

1)	receipt of additional premiums;

2)	transfer or reallocation among the Fixed Allocation Funds or Other Funds, whether automatic or specifically directed by you; and

3)	withdrawals from the Fixed Allocation Funds or Other Funds.

Fixed Allocation Funds Automatic Rebalancing is separate from any other automatic rebalancing under the
contract. However, if the other automatic rebalancing under the contract causes the allocations to be out of
compliance with the investment option restrictions noted above, Fixed Allocation Funds Automatic
Rebalancing will occur immediately after the automatic rebalancing to restore the required allocations. See
“Appendix H – Examples of Fixed Allocation Funds Automatic Rebalancing.”

In certain circumstances, Fixed Allocation Funds Automatic Rebalancing may result in a reallocation into the
Fixed Allocation Funds even if you have not previously been invested in it. See “Appendix H – Examples of
Fixed Allocation Funds Automatic Rebalancing, Example I.”By electing to purchase the ING Joint LifePay
Plus rider, you are providing the Company with direction and authorization to process these
transactions, including reallocations into the Fixed Allocation Funds. You should not purchase the ING
Joint LifePay Plus rider if you do not wish to have your contract value reallocated in this manner.

Divorce.Generally, in the event of a divorce, the spouse who retains ownership of the contract will continue to
be entitled to all rights and benefits of the ING Joint LifePay Plus rider, while the ex-spouse will no longer have any
such rights or be entitled to any such benefits. In the event of a divorce during Lifetime Guaranteed Withdrawal
Status, the ING Joint LifePay Plus rider continues, and terminates upon the death of the owner (first owner in the
case of joint owners, or the annuitant in the case of a custodial IRA). Although spousal continuation may be
available under the Tax Code for a subsequent spouse, the ING Joint LifePay Plus rider cannot be continued by the
new spouse. As the result of the divorce, we may be required to withdraw assets for the benefit of an ex-spouse.
Any such withdrawal will be considered a withdrawal for purposes of the Maximum Annual Withdrawal amount. In
other words, if a withdrawal incident to a divorce exceeds the Maximum Annual Withdrawal amount, it will be
considered an excess withdrawal. See “Determination of the Maximum Annual Withdrawal,” above. As noted, in
the event of a divorce there is no change to the Maximum Annual Withdrawal and we will continue to deduct

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charges for the ING Joint LifePay Plus rider.

In the event of a divorce during Lifetime Automatic Periodic Benefit Status, there will be no change to the periodic
payments made. Payments will continue until both spouses are deceased.

Death of Owner.The death of the owner (or in the case of joint owners, the first owner, or for custodial IRAs,
the annuitant) may cause the termination of the ING Joint LifePay Plus rider and its charges, depending upon
whether one or both spouses are in active status at the time of death, as described below.

1)	If both spouses are in active status:If the surviving spouse elects to continue the contract and becomes the sole owner and annuitant, the ING Joint LifePay Plus rider will remain in effect pursuant to its original terms and ING Joint LifePay Plus coverage and charges will continue. As of the date the contract is continued, the Joint LifePay Plus Base will be reset to the current Contact value, if greater, and the Maximum Annual Withdrawal will recalculated as the Maximum Annual Withdrawal percentage multiplied by the new Joint LifePay Plus Base on the date the contract is continued.

	However, under no circumstances will this recalculation result in a reduction to the Maximum Annual Withdrawal.

	If the surviving spouse elects not to continue the contract, ING Joint LifePay Plus rider coverage and charges will cease upon the earlier of payment of the death benefit or notice that an alternative distribution option has been chosen.

2)	If the surviving spouse is in inactive status:The ING Joint LifePay Plus rider terminates and ING Joint LifePay Plus coverage and charges cease upon the date of death of the last Active Spouse.

Change of Owner or Annuitant.Other than as a result of spousal continuation, you may not change the
annuitant. The ING Joint LifePay Plus rider and rider charges will terminate upon change of owner, including
adding an additional owner, except for the following ownership changes:

1)	spousal continuation by an active spouse, as described above;

2)	change of owner from one custodian to another custodian for the benefit of the same individual;

3)	change of owner from a custodian for the benefit of an individual to the same individual (in order to avoid the owner’s spouse from being designated inactive, the owner’s spouse must be named sole beneficiary under the contract);

4)	change of owner from an individual to a custodian for the benefit of the same individual;

5)	collateral assignments;

6)	for nonqualified contracts only, the addition of a joint owner, provided that the additional joint owner is the original owner’s spouse and is active when added as joint owner;

7)	for nonqualified contracts, removal of a joint owner, provided the removed joint owner is active and becomes the primary contract beneficiary; and

8)	change of owner where the owner becomes the sole primary beneficiary and the sole primary beneficiary becomes the owner if both were active spouses at the time of the change.

Surrender Charges.If you elect the ING Joint LifePay Plus rider, your withdrawals will be subject to
surrender charges if they exceed the free withdrawal amount. However, once your contract value is zero, the
periodic payments under the ING Joint LifePay Plus rider are not subject to surrender charges, nor will these
amounts be subject to any other charges under the contract.

Federal Tax Considerations.For more information about the tax treatment of amounts paid to you under the

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ING Joint LifePay Plus rider, see “Federal Tax Considerations – Tax Consequences of Living Benefits and Death
Benefit.”

WITHDRAWALS

Except under certain qualified contracts, you may withdraw all or part of your money any time during the
accumulation phase and before the death of the contract owner. 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. If any single withdrawal or the sum of withdrawals exceeds the Free
Withdrawal Amount, you will incur a surrender charge. There is no surrender charge if, during each contract year,
the amount withdrawn is 10% or less of your contract value on the date of the withdrawal, less prior withdrawals
during that contract year. Please see Appendix D, Surrender Charge for Excess Withdrawals Example.

You need to submit to us a written request specifying the Fixed Interest Allocations or subaccounts from which to
withdraw amounts, otherwise we will make the withdrawal 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 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.

Your withdrawals under the ING LifePay Plus or ING Joint LifePay Plus riders will be subject to surrender charges
if they exceed the free withdrawal amount. However, once your contract value is zero, the periodic payments to
which you may be entitled under these optional riders will not be subject to surrender charges.

We will apply a Market Value Adjustment to any withdrawal from your Fixed Interest Allocation taken more than
30 days before its maturity date. Definitive guidance on the proper federal tax treatment of the Market Value
Adjustment has not been issued. You may want to discuss the potential tax consequences of a Market Value
Adjustment with your tax adviser. The contract value may be more or less than the premium payments made.

If any limitation on allocations to the Restricted Funds has been exceeded, subsequent withdrawals must be taken so
that the percentage of contract value in the Restricted Funds following the withdrawal would not be greater than the
percentage of contract value in the Restricted Funds prior to the withdrawal. So in this event you would either need
to take your withdrawal from the Restricted Funds or pro-rata from all variable subaccounts.

For administrative purposes, we will transfer your money to a specially designated subaccount (currently, the ING
Liquid Assets Portfolio) prior to processing the withdrawal. This transfer will not affect the withdrawal amount you
receive.

Please be aware that the benefit we pay under certain optional benefit riders may be reduced by any withdrawals you
take while the optional benefit rider is in effect. See “Living Benefit Riders.”

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 you take from a Fixed Interest Allocation that is
taken more than 30 days before its maturity date. See Appendix B and the Fixed Account II prospectus for more
information on the application of Market Value Adjustment.

Systematic Withdrawals
You may choose to receive automatic systematic withdrawal payments (i) from the contract value in the subaccounts
in which you are invested, or (ii) from the interest earned in your Fixed Interest Allocations. You may not elect the
systematic withdrawal option if you are taking IRA withdrawals. Systematic withdrawals may be taken monthly,

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quarterly or annually. If you have contract value allocated to one or more Restricted Funds, and you elect to receive
systematic withdrawals from the subaccounts in which you are invested, the systematic withdrawals must be taken
pro-rata from all subaccounts in which contract value is invested. If you do not have contract value allocated to a
Restricted Fund and choose systematic withdrawals on a non pro-rata basis, we will monitor the withdrawals
annually. If you subsequently allocate contract value to one or more Restricted Funds, we will require you to take
your systematic withdrawals on a pro-rata basis from all subaccounts in which contract value is invested. There is
no additional charge for this feature.

You decide when you would like systematic payments to start as long as it starts at least 28 days after your contract
date. You also select the date on which the systematic withdrawals will be made, but this date cannot be later than
the 28th day of the month. If you have elected to receive systematic withdrawals but have not chosen a date, we will
make the withdrawals on the same calendar day of each month as your contract date. If your contract date is after
the 28th day of the month, your systematic withdrawal will be made on the first day of each month.

Each systematic withdrawal amount must be a minimum of $100. The amount of your systematic withdrawal can
either be (i) a fixed dollar amount, or (ii) an amount based on a percentage of the contract value. Both forms of
systematic withdrawals are subject to the following maximum, which is calculated on each withdrawal date:

		Maximum Percentage
Frequency		of Contract Value

Monthly		0.83%
Quarterly		2.50%
Annually		10.00%

If your systematic withdrawal is a fixed dollar amount and the amount to be withdrawn would exceed the applicable
maximum percentage of your contract value on any withdrawal date, we will automatically reduce the amount
withdrawn so that it equals such percentage. Thus, your fixed dollar systematic withdrawals will never exceed the
maximum percentage. If you want fixed dollar systematic withdrawals to exceed the maximum percentage and are
willing to incur associated surrender charges, consider the Fixed Dollar Systematic Withdrawal Feature which you
may add to your regular systematic withdrawal program.

If your systematic withdrawal is based on a percentage of contract value and the amount to be withdrawn based on
that percentage would be less than $100, we will automatically increase the amount to $100 as long as it does not
exceed the maximum percentage. If the systematic withdrawal would exceed the maximum percentage, we will send
the amount, and then automatically cancel your systematic withdrawal option.

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) or 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.

You may change the amount or percentage of your systematic withdrawal once each contract year or cancel this
option at any time by sending satisfactory notice to our Customer Service Center at least 7 days before the next
scheduled withdrawal date. If you submit a subsequent premium payment after you have applied for systematic
withdrawals, we will not adjust future withdrawals under the systematic withdrawal program unless you specifically
request that we do so.

The systematic withdrawal option may commence in a contract year where a regular withdrawal has been taken but
you may not change the amount or percentage of your withdrawals in any contract year during which you have
previously taken a regular withdrawal. You may not elect the systematic withdrawal option if you are taking IRA
withdrawals.

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Subject to availability, a spousal or non-spousal beneficiary may elect to receive death benefits as payments over the
beneficiary’s lifetime (“stretch”). Stretch payments will be subject to the same limitations as systematic
withdrawals, and non-qualified stretch payments will be reported on the same basis as other systematic withdrawals.

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 in addition to your systematic withdrawal program regardless of any potential
impact of surrender charges or 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. You choose the amount of the fixed systematic withdrawals, which may total up to an annual
maximum of 10% of your contract value as determined on the day we receive your election of this feature. We will
not recalculate the maximum limit when you make additional premium payments, unless you instruct us to do so.
We will assess a surrender charge on the withdrawal date if the withdrawal exceeds the maximum limit as calculated
on the withdrawal date. 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 apply the surrender charge
and any Market Value Adjustment directly to your contract value (rather than to the withdrawal) so that the amount
of each systematic withdrawal remains fixed.

Fixed dollar systematic withdrawals which are intended to satisfy the requirements of Section 72(q) or 72(t) of the
Tax Code may exceed the maximum. Such withdrawals are subject to surrender charges and Market Value
Adjustments when they exceed the applicable maximum percentage.

IRA Withdrawals
If you have a non-Roth IRA Contract and will be at least age 70½ during the current calendar year, you may elect to
have distributions made to you to satisfy requirements imposed by federal tax law. IRA withdrawals provide payout
of amounts required to be distributed by the Internal Revenue Service (“IRS”) rules governing mandatory
distributions under qualified plans. We will send you a notice before your distributions commence. You may elect
to take IRA withdrawals at that time, or at a later date. You may not elect IRA withdrawals and participate in
systematic withdrawals at the same time. If you do not elect to take IRA withdrawals, and distributions are required
by federal tax law, distributions adequate to satisfy the requirements imposed by federal tax law may be made.
Thus, if you are participating in systematic withdrawals, distributions under that option must be adequate to satisfy
the mandatory distribution rules imposed by federal tax law.

You may choose to receive IRA withdrawals on a monthly, quarterly or annual basis. You may elect payments to
start as early as 28 days after the contract date. You select the day of the month when the withdrawals will be made,
but it cannot be later than the 28th day of the month. If no date is selected, we will make the withdrawals on the
same calendar day of the month as the contract date. If your contract date is after the 28th day of the month, your
IRA withdrawal will be made on the first day of each month.

You may request us to calculate for you the amount that you are required to withdraw from your Contract each year
based on the information you give us and various choices you make. For information regarding the calculation and
choices you have, see the SAI. Or, we will accept your written instructions regarding the calculated amount
required to be withdrawn from your Contract each year. The minimum dollar amount you can withdraw is $100.
When we determine the required IRA withdrawal amount for a taxable year based on the frequency you select, if
that amount is less than $100, we will pay $100. At any time where the IRA withdrawal amount is greater than the
contract value, we will cancel the Contract and send you the amount of the cash surrender value.

You may change the payment frequency of your IRA withdrawals once each contract year or cancel this option at
any time by sending satisfactory notice to our Customer Service Center at least 7 days before the next scheduled
withdrawal date.

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 and may be subject to surrender charge.

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

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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” for more details.

TRANSFERS AMONG YOUR INVESTMENTS (EXCESSIVE TRADING POLICY)

Between the end of the free look period and the annuity start date, you may transfer your contract value among the
subaccounts in which you are invested and your Fixed Interest Allocations. We currently do not charge you for
transfers made during a contract year, but reserve the right to charge for each transfer after the twelfth transfer in a
contract year. We also reserve the right to limit the number of transfers you may make and may otherwise modify
or terminate transfer privileges if required by our business judgment or in accordance with applicable law. 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. Keep in mind that transfers
between Covered Funds, Special Funds and Excluded Funds and other investment portfolios may negatively impact
your death benefit or rider benefits.

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.

Please be aware that the benefit we pay under an optional benefit rider may be affected by certain transfers you
make while the rider is in effect. Transfers, including those involving Special Funds or Excluded Funds, may also
affect your optional rider base. See “Living Benefit Riders.”

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. To make a transfer, you must notify our Customer Service Center and all other
administrative requirements must be met. We will determine transfer values at the end of the business day on which
we receive transfer request at our Customer Service Center. If we receive your transfer request after 4 p.m. Eastern
Time or the close of regular trading of the New York Stock Exchange, we will make the transfer on the next
business day.

Separate Account B and the Company will not be liable for following instructions communicated by telephone or
other approved electronic means that we reasonably believe to be genuine. We may require personal identifying
information to process a request for transfer made over the telephone, over the internet or other approved electronic
means. Please be advised that the risk of a fraudulent transaction is increased with telephonic or electronic
instructions, even if appropriate identifying information is provided.

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 contractowners.

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 the contract.

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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 ourvariable insurance and retirement products.

We currently define Excessive Trading as:

More than one purchase and sale of the same fund (including money market funds) within a 60 calendarday period (hereinafter, a purchase and sale of the same fund is referred to as a “round-trip”). This meanstwo or more round-trips involving the same fund within a 60 calendar day period would meet our definitionof Excessive Trading; or
Six round-trips involving the same fund within a 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 assetallocation 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, andmovement between such funds and a money market fund; and
Transactions initiated by us, another member of the ING family of insurance 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 in the prior twelve month period 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 the 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 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

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stating that their Electronic Trading Privileges have been suspended for a period of six months. Consequently, all
fund transfers or reallocations, not just those which involve the fund whose shares were involved in the activity that
violated our Excessive Trading Policy, will then have to be initiated by providing written instructions to us via
regular U.S. mail. Suspension of Electronic Trading Privileges may also extend to products other than the product
through which the Excessive Trading activity occurred. During the six month suspension period, electronic “inquiry
only” privileges will be permitted where and when possible. A copy of the letter restricting future transfer and
reallocation activity to regular U.S. mail and details of the individual’s or entity’s trading activity may also be sent,
as applicable, to the person(s) or entity authorized to initiate fund transfers or reallocations, the agent/registered
representative or investment adviser for that individual or entity and the fund whose shares were involved in the
activity that violated our Excessive Trading Policy.

Following the six month suspension period during which no additional violations of our Excessive Trading Policy
are identified, Electronic Trading Privileges may again be restored. We will continue to monitor the fund transfer
and reallocation activity, and any future violations of our Excessive Trading Policy will result in an indefinite
suspension of Electronic Trading Privileges. A violation of our Excessive Trading Policy during the six month
suspension period will also result in an indefinite suspension of Electronic Trading Privileges.

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 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.

We do 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 and fund investors and/or state or
federal regulatory requirements. If we modify our policy, it will be applied uniformly to all contract owners or, as
applicable, to all contract owners 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 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 insurance companies, either by prospectus or
stated contract, 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 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 transactions, including but not
limited to information regarding fund transfers initiated by you. In addition to information about contract owner
transactions, this information may include personal contract owner information, including names and social security
numbers or other tax identification numbers.

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As a result of this information sharing, a fund company may direct us to restrict a contract owner’s transactions if
the fund determines that the contract owner has violated the fund’s excessive/frequent trading policy. This could
include the fund directing us to reject any allocations of premium or contract value to the fund or all funds within the
fund family.

Dollar Cost Averaging
You may elect to participate in our dollar cost averaging program (“DCA”) if you have at least $1,200 of contract
value in (i) the ING Liquid Assets Portfolio, or (ii) a Fixed Interest Allocation with either a 6-month or a 1-year
guaranteed interest period (subject to availability). These subaccounts or 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
other subaccounts selected by you. We also may offer DCA Fixed Interest Allocations, which are 6-month and 1-
year Fixed Interest Allocations available exclusively for use with the dollar cost averaging program. The DCA
Fixed Interest Allocations require a minimum premium payment of $1,200 directed into a DCA Fixed Interest
Allocation. A Fixed Interest Allocation or DCA Fixed Interest Allocation may not participate in the dollar cost
averaging program and in systematic withdrawals at the same time. There is no additional charge for this feature.

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 other 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.

Unless you have a DCA Fixed Interest Allocation, you elect the dollar amount you want transferred under this
program. Each monthly transfer must be at least $100. If your source account is the ING Liquid Assets Portfolio or
a 1-year Fixed Interest Allocation, the maximum amount that can be transferred each month is your contract value in
such source account divided by 12. If your source account is a 6-month Fixed Interest Allocation, the maximum
amount that can be transferred each month is your contract value in such source account divided by 6. You may
change the transfer amount once each contract year. If you have a DCA Fixed Interest Allocation, there is no
minimum or maximum transfer amount. We will transfer all your money allocated to that source account into the
subaccount(s) in equal payments over the selected 6-month or 1-year period. The last payment will include earnings
accrued over the course of the selected period. If you make an additional premium payment into a Fixed Interest
Allocation subject to dollar cost averaging, the amount of your transfers under the dollar cost averaging program
remains the same, unless you instruct us to increase the transfer amount.

If we receive a transfer request that violates the reallocation limitations under the Contract, we will inform your
financial representative or you that we cannot process the transfer and that new instructions are required. Transfers
under the DCA program must be in compliance with the investment restrictions for the living benefit riders. If you
set up DCA transfers that are not in compliance with such restrictions, the fixed allocation funds automatic
rebalancing feature of those living benefit riders will automatically rebalance the amounts to bring them into
compliance.

Transfers from a Fixed Interest Allocation or a DCA Fixed Interest Allocation under the dollar cost averaging
program are not subject to a Market Value Adjustment. However, if you terminate the dollar cost averaging
program for a DCA Fixed Interest Allocation and there is money remaining in the DCA Fixed Interest Allocation,
we will transfer the remaining money to the ING Liquid Assets Portfolio. Such transfer will trigger a Market Value
Adjustment if the transfer is made more than 30 days before the maturity date of the DCA Fixed Interest Allocation.

If you do not specify to which subaccounts you want to transfer the dollar amount of the source account, 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
to 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.

You are permitted to transfer contract value to a Restricted Fund, subject to the limitations described above in this

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section and in “Trusts and Funds – Restricted Funds.” Compliance with the individual and aggregate Restricted
Fund limits will be reviewed when the dollar cost averaging program is established. Transfers under the dollar cost
averaging program must be within those limits. We will not review again your dollar cost averaging election for
compliance with the individual and aggregate limits for investment in the Restricted Funds except in the case of the
transactions described below.

Amount added to source account: If you add amounts to the source account which would increase theamount to be transferred under the dollar cost averaging program, we will review the amounts to betransferred to ensure that the individual and aggregate limits are not being exceeded. If such limits wouldbe exceeded, we will require that the dollar cost averaging transfer amounts be changed to ensure that thetransfers are within the limits based on the then current allocation of contract value to the RestrictedFund(s) and the then current value of the amount designated to be transferred to that Restricted Fund(s).
Additional premium paid: Up to the individual Restricted Fund percentage limit may be allocated to aRestricted Fund. If you request more than the individual limit be allocated to a Restricted Fund, we willlook at the aggregate limit, subtract the current allocation to Restricted Funds, and subtract the currentvalue of amounts to be transferred under the dollar cost averaging program to Restricted Funds. Theexcess, if any, is the maximum that may be allocated pro-rata to the Restricted Funds.
Reallocation request is made while the dollar cost averaging program is active: If the reallocation wouldincrease the amount allocated to Restricted Funds, the maximum that may be so allocated is the individualRestricted Fund percentage limit, less the current allocation to Restricted Funds and less the current valueof any remaining amounts to be transferred under the dollar cost averaging program to the RestrictedFunds.

We may offer additional subaccounts or fixed interest allocations as part of or withdraw any subaccount or Fixed
Interest Allocation from the dollar cost averaging program, stop offering DCA Fixed Interest Allocations or
otherwise modify, suspend or terminate this program. Such change will not affect any dollar cost averaging
programs in operation at the time

Automatic Rebalancing
If you have at least $10,000 of contract value invested in the subaccounts of Separate Account B, you may elect to
have your investments in the subaccounts automatically rebalanced. Automatic rebalancing is not available if you
participate in dollar cost averaging. Automatic rebalancing will not take place during the free look period.
Transfers made pursuant to automatic rebalancing do not count toward the 12-transfer limit on free transfers. There
is no additional charge for this feature.

You are permitted to reallocate between Restricted and non-Restricted Funds, subject to the limitations described
above in this section and in “Trusts and Funds – Restricted Funds.” If the reallocation would increase the amount
allocated to the Restricted Funds, the maximum that may be so allocated is the individual Restricted Fund
percentage limit, less the current allocation to all Restricted Funds.

We will transfer funds under your Contract on a quarterly, semi-annual, or annual calendar basis among the
subaccounts to maintain the investment blend of your selected subaccounts. The minimum size of any allocation
must be in full percentage points. Rebalancing does not affect any amounts that you have allocated to Fixed Account
II. The program may be used in conjunction with the systematic withdrawal option only if withdrawals are taken
pro-rata.

To participate in automatic rebalancing, send satisfactory notice to our Customer Service Center. We will begin the
program on the last business day of the period in which we receive the notice. You may cancel the program at any
time. The program will automatically terminate if you choose to reallocate your contract value among the
subaccounts or if you make an additional premium payment or partial withdrawal on other than a pro-rata basis.
Additional premium payments and partial withdrawals made on a pro-rata basis will not cause the automatic
rebalancing program to terminate.

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DEATH BENEFIT CHOICES

Death Benefit During the Accumulation Phase
During the accumulation phase, a death benefit is payable when either the contract owner or the first of joint owners
(under Option Package I only) or the annuitant (when a contract owner is not an individual), dies. Assuming you are
the contract owner, your beneficiary will receive a death benefit unless the beneficiary is your surviving spouse and
elects to continue the Contract. The death benefit paid depends on the option package you have chosen. We
calculate the death benefit value as of the close of the business day on which we receive written notice and due proof
of death, as well as any required paperwork, at our Customer Service Center (“claim date”). If your beneficiary
wants to receive the death benefit on a date later than this, it may affect the amount of the benefit payable in the
future. The proceeds may be received in a single sum, applied to any of the annuity payment options, or, if
available, paid over the beneficiary’s lifetime. (See “Systematic Withdrawals” above). A beneficiary’s right to elect
an annuity payment option or receive a lump-sum payment may have been restricted by the contract owner. If so,
such rights or options will not be available to the beneficiary.

If we do not receive a request to apply the death benefit proceeds to an annuity option, we will make a single sum
distribution. Unless you elect otherwise, the distribution will be made into an interest bearing account, backed by
our general account that is accessed by the beneficiary through a checkbook feature. The beneficiary may access
death benefit proceeds at any time without penalty. We will generally pay death benefit proceeds within 7 days after
our Customer Service Center has received sufficient information to make the payment. For information on required
distributions under federal income tax laws, you should see “Required Distributions upon Contract Owner’s Death.”
Interest earned on this account may be less than interest paid on other settlement options.

You may select one of the option packages described below which will determine the death benefit payable. Option
Packages I and II are available only if the contract owner and the annuitant are not more than 80 years old at the
time of purchase. Option Package III is available only if the contract owner and annuitant are not more than 75
years old at the time of purchase. Option Packages II and III are not available where the Contract is held by joint
owners. A change in ownership of the Contract may affect the amount of the death benefit payable.

The death benefit may be subject to certain mandatory distribution rules required by federal tax law. The death
benefit depends upon the option package in effect on the date the contract owner dies. The differences are
summarized as follows:

Option Package I

Option Package II

Option Package III

Death Benefit

The greater of:

The greatest of:

on Death

the Standard death

of the Owner:

benefit; or

benefit;

the contract value;

the contract value; or

the contract value;

the Annual Ratchet

death benefit.

death benefit; or

the 5% Roll-Up death

benefit

We may, with 30 days notice to you, designate any investment portfolio as a Special or Excluded Fund on existing
contracts with respect to new premiums added to such investment portfolio, with respect to new transfers to such
investment portfolio and with respect to the death benefits to which such designation applies. Selecting a Special or
Excluded Fund may limit or reduce the death benefit.

For the period during which a portion of the contract value is allocated to a Special or Excluded Fund, we may at our
discretion reduce the mortality and expense risk charge attributable to that portion of the contract value. The
reduced mortality and expense risk charge will be applicable only during that period.

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We use the Base Death Benefit to help determine the minimum death benefit payable under each of the death
benefits described below. You do not elect the Base Death Benefit. The Base Death Benefit is equal to the greater
of:

1)	the contract value; and

2)	the cash surrender value.

TheStandard Death Benefit equals thegreater of the Base Death Benefit and thesum of 1) and 2):

1)	the contract value allocated to Excluded Funds; and

2)	the Standard Minimum Guaranteed Death Benefit for amounts allocated to Covered or Special Funds;

The Standard Minimum Guaranteed Death Benefit equals:

1)	premium payments allocated to Covered, Special and Excluded Funds, respectively;

2)	reduced by a pro-rata adjustment for any withdrawal or transfer taken from Covered, Special and Excluded Funds, respectively.

In the event of transfers from Excluded to Covered or Special Funds, the increase in the Minimum Guaranteed
Death Benefit for Covered Funds and/or Special Funds will equal the lesser of the reduction in the Minimum
Guaranteed Death Benefit for Excluded Funds and the contract value transferred. In the event of transfers from
Covered or Special Funds to Excluded Funds, the increase in the Minimum Guaranteed Death Benefit for Excluded
Funds will equal the reduction in the Minimum Guaranteed Death Benefit for Covered or Special Funds.

Currently, no investment options are designated as Special Funds or Excluded Funds for purposes of calculating the
Standard Death Benefit.

The5% Roll-Up Death Benefit, equals thegreater of:

1)	the Standard Death Benefit; and

2)	the sum of the contract value allocated to Excluded Funds and the 5% Roll-Up Minimum Guaranteed Death Benefit for Covered Funds and Special Funds.

The 5% Roll-Up Minimum Guaranteed Death Benefit for Covered Funds, Special Funds and Excluded Funds equals
the lesser of:

1)	premiums, adjusted for withdrawals and transfers, accumulated at an annual rate of 5% for Covered Funds or Excluded Funds and 0% for Special Funds until the earlier of attainment of age 90 or reaching the cap (equal to 3 times all premium payments, as reduced by adjustments for withdrawals) and thereafter at 0%; and

2)	the cap.

A pro-rata adjustment to the 5% Roll-Up Minimum Guaranteed Death Benefit is made for any withdrawals. The
amount of the pro-rata adjustment for withdrawals will equal (a) divided by (b) times (c): where (a) is the contract
value of the withdrawal; (b) is the contract value immediately prior to the withdrawal; and (c) is the 5% Roll-Up
Minimum Guaranteed Death Benefit for Covered, Special and Excluded Funds, respectively, immediately prior to
the withdrawal. Please see Appendix E for examples of the pro-rata withdrawal adjustment for withdrawals.

A pro-rata adjustment to the cap is made for any withdrawals. The amount of the pro-rata adjustment for
withdrawals will equal (a) divided by (b) times (c): where (a) is the contract value of the withdrawal; (b) is the
contract value immediately prior to the withdrawal; and (c) is the cap immediately prior to the withdrawal.

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Transfers from Excluded to Covered or Special Funds will reduce the 5% Roll-Up Minimum Guaranteed Death
Benefit for Excluded Funds on a pro-rata basis. The resulting increase in the 5% Roll-Up Minimum Guaranteed
Death Benefit for Covered or Special Funds will equal the lesser of the reduction in the 5% Roll-Up Minimum
Guaranteed Death Benefit for Excluded Funds and the contract value transferred. Transfers from Covered or Special
Funds to Excluded Funds will reduce the 5% Roll-Up Minimum Guaranteed Death Benefit for Covered or Special
Funds on a pro-rata basis. The resulting increase in the 5% Roll-Up Minimum Guaranteed Death Benefit for
Excluded Funds will equal the reduction in the 5% Roll-Up Minimum Guaranteed Death Benefit for Covered or
Special Funds, respectively.

Transfers from Special to Covered Funds will reduce the 5% Roll-Up Minimum Guaranteed Death Benefit for
Special Funds on a pro-rata basis. The resulting increase in the 5% Roll-Up Minimum Guaranteed Death Benefit for
Covered Funds will equal the reduction in the 5% Roll-Up Minimum Guaranteed Death Benefit for Special Funds.

Transfers from Covered to Special Funds will reduce the 5% Roll-Up Minimum Guaranteed Death Benefit for
Covered Funds on a pro-rata basis. The resulting increase in the 5% Roll-Up Minimum Guaranteed Death Benefit
for Special Funds will equal the reduction in the 5% Roll-Up Minimum Guaranteed Death Benefit for Covered
Funds.

The calculation of the cap is not affected by allocations to Covered, Special or Excluded Funds.

For purposes of calculating the 5% Rollup Death Benefit, the following investment options are designated as
“Special Funds”: the ING Liquid Assets Portfolio, Fixed Account II and the Fixed Interest Division. No investment
options are currently designated as Excluded Funds. The death benefit for Excluded Funds is the contract value
allocated to Excluded Funds and for the Standard, Annual Ratchet and 5% Rollup death benefits is tracked for
transfer purposes only.

TheAnnual RatchetDeath Benefit equals thegreater of:

1)	the Standard Death Benefit; and

2)	the sum of the contract value allocated to Excluded Funds and the Annual Ratchet Minimum Guaranteed Death Benefit for amounts allocated to Covered or Special Funds.

The Annual Ratchet Minimum Guaranteed Death Benefit equals:

1)	the initial premium allocated at issue to Covered, Special or Excluded Funds, respectively;

2)	increased dollar for dollar by any premium allocated after issue to Covered, Special or Excluded Funds, respectively;

3)	adjusted on each anniversary that occurs on or prior to attainment of age 90 to the greater of the Annual Ratchet Minimum Guaranteed Death Benefit for Covered, Special or Excluded Funds from the prior anniversary (adjusted for new premiums, partial withdrawals and transfers between Covered, Special and Excluded Funds) and the current contract value. A pro-rata adjustment to the Annual Ratchet Minimum Guaranteed Death Benefit is made for any withdrawals. The amount of the pro-rata adjustment for withdrawals will equal (a) divided by (b) times (c): where (a) is the contract value of the withdrawal; (b) is the contract value immediately prior to the withdrawal; and (c) is the Annual Ratchet Minimum Guaranteed Death Benefit for Covered, Special and Excluded Funds, respectively, immediately prior to the withdrawal. Please see Appendix E for examples of the pro-rata withdrawal adjustment for withdrawals.

Transfers from Excluded to Covered or Special Funds will reduce the Annual Ratchet Minimum Guaranteed Death
Benefit for Excluded Funds on a pro-rata basis. The resulting increase in the Annual Ratchet Minimum Guaranteed
Death Benefit for Covered or Special Funds will equal the lesser of the reduction in the Annual Ratchet Minimum
Guaranteed Death Benefit for Excluded Funds and the contract value transferred.

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Transfers from Covered or Special Funds to Excluded Funds will reduce the Annual Ratchet Minimum Guaranteed
Death Benefit for Covered or Special Funds on a pro-rata basis. The resulting increase in the Annual Ratchet
Minimum Guaranteed Death Benefit for Excluded Funds will equal the reduction in the Annual Ratchet Minimum
Guaranteed Death Benefit for Covered or Special Funds, respectively.

Currently, no investment options are designated as Special Funds or Excluded Funds for purposes of calculating the
Annual Ratchet Death Benefit.

Note:Not all death benefit option packagesmaybe available in all states.

Transfers Between Option Packages.You may transfer from one option package to another on each contract
anniversary. A written request for such transfer must be received at our Customer Service Center within 60 days
prior to the contract anniversary. No transfers between option packages are permitted: 1) after you attain age 80; or
2) if the Contract is owned by joint owners. A change of owner may cause an option package transfer on other than a
contract anniversary. A change of owner may cause an option package transfer on other than a contract anniversary.

The following minimum contract values must be met:


	Transfers to Option		Transfers to Option
		Package I	Packages II or III

Minimum	Non-		Non-
Contract	Qualified:	Qualified:	Qualified:	Qualified:
Value	$15,000	$15,000	$15,000	$15,000

If you transfer between option packages, the then current roll-up cap does not reset. A change of owner may cause
an option package transfer on other than a contract anniversary.

Death Benefit During the Income Phase
If any contract owner or the annuitant dies during the income phase, we will pay the beneficiary any certain benefit
remaining under the income phase payment option in effect at the time.

Continuation After Death — Spouse
If at the contract owner’s death, the surviving spouse of the deceased contract owner is the beneficiary and such
surviving spouse elects to continue the contract as his or her own the following will apply:

If the guaranteed death benefit as of the date we receive due proof of death, minus the contract value also on that
date, is greater than zero, we will add such difference to the contract value. Such addition to the variable
subaccounts in proportion to the contract value in the subaccounts, unless we are directed otherwise. If there is no
contract value in any subaccount, the addition will be allocated to the ING Liquid Assets Portfolio, or its successor.
Such addition to contract value will not affect the guaranteed death benefit. If the guaranteed death benefit is less
than or equal to the contract value, the contract value will not change.

The death benefits under each of the available options will continue based on the surviving spouse’s age on the date
that ownership changes.

At subsequent surrender, any surrender charge applicable to premiums paid prior to the date we receive due proof of
death of the contract owner will be waived. Any premiums paid later will be subject to any applicable surrender
charge.

Any addition to contract value, as described above, is available only to the spouse of the owner as of the date of
death of the owner if such spouse under the provisions of the contract elects to continue the contract as his or her
own.

Continuation after Death �� Non-Spouse
If the beneficiary or surviving joint owner is not the spouse of the owner, the contract may defer payment of the

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death benefit subject to the required distribution rules of the Tax Code apply. See next section, “Required
Distributions upon Contract Owner’s Death.”

If the guaranteed death benefit as of the date we receive due proof of death, minus the contract value also on that
date, is greater than zero, we will add such difference to the contract value. Such addition will be allocated to the
variable subaccounts in proportion to the contract value in the subaccounts, unless we are directed otherwise. If
there is no contract value in any subaccount, the addition will be allocated to the ING Liquid Assets Portfolio, or its
successor. Such addition to contract value will not affect the guaranteed death benefit. If the guaranteed death
benefit is less than or equal to the contract value, the contract value will not change.

The death benefit terminates upon continuation. If elected, any optional living benefit rider also terminates upon
continuation. At subsequent surrender, any surrender charge applicable to premium payments paid prior to the date
we receive due proof of death of the contract owner will be waived. No additional premium payments may be
made.

Required Distributions Upon Contract Owner’s Death
We will not allow any payment of benefits provided under a non-qualified Contract which does not satisfy the
requirements of Section 72(s) of the Tax Code.

If any contract owner of a non-qualified contract dies before the annuity start date, we will distribute the death
benefit payable to the beneficiary as follows: (a) the death benefit must be completely distributed within 5 years of
the contract owner’s date of death; or (b) the beneficiary may elect, within the 1-year period after the contract
owner’s date of death, to receive the death benefit in the form of an annuity from us, provided that (i) such annuity is
distributed in substantially equal installments over the life of such beneficiary or over a period not extending beyond
the life expectancy of such beneficiary; and (ii) such distributions begin not later than 1 year after the contract
owner’s date of death.

Notwithstanding (a) and (b) above, if the sole contract owner’s beneficiary is the deceased owner’s surviving
spouse, then such spouse may elect to continue the Contract under the same terms as before the contract owner’s
death. Upon receipt of such election from the spouse at our Customer Service Center: (i) all rights of the spouse as
contract owner’s beneficiary under the Contract in effect prior to such election will cease; (ii) the spouse will
become the owner of the Contract and will also be treated as the contingent annuitant, if none has been named and
only if the deceased owner was the annuitant; and (iii) all rights and privileges granted by the Contract or allowed by
ING USA will belong to the spouse as contract owner of the Contract. We deem the spouse to have made this
election if such spouse makes a premium payment to the Contract or fails to make a timely election as described in
this paragraph. If the owner’s beneficiary is a not a spouse, the distribution provisions described in subparagraphs
(a) and (b) above, will apply even if the annuitant and/or contingent annuitant are alive at the time of the contract
owner’s death.

Subject to availability, and our then current rules, a spousal or non-spousal beneficiary may elect to receive death
benefits as payments over the life expectancy of the beneficiary (“stretch”). “Stretch” payments will be subject to
the same limitations as systematic withdrawals, and non-qualified “stretch” payments will be reported on the same
basis as other systematic withdrawals.

If we do not receive an election from an owner’s beneficiary who is not a spouse within the 1-year period after the
contract owner’s date of death, then we will pay the death benefit to the owner’s beneficiary in a cash payment
within five years from the date of death. We will determine the death benefit as of the date we receive proof of
death. Such cash payment will be in full settlement of all our liability under the Contract.

If a contract owner dies after the annuity start date, all of the contract owner’s rights granted under the Contract or
allowed by us will pass to the contract owner’s beneficiary.

If a contract has joint owners we will consider the date of death of the first joint owner as the death of the contract
owner and the surviving joint owner will become the beneficiary of the Contract. If any contract owner is not an
individual, the death of an annuitant shall be treated as the death of a contract owner.

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Effect of ING LifePay Plus and ING Joint LifePay Plus Riders on Death Benefit
Please see “ING LifePay Plus Minimum Guaranteed Withdrawal Benefit Rider-Death of Owner or Annuitant” for
more information about the effect of the ING LifePay Plus rider on the death benefit under your contract and a
description of the impact of the owner’s or annuitant’s death on the ING LifePay Plus rider. Please see “ING Joint
LifePay Plus Minimum Guaranteed Withdrawal Benefit Rider – Death of Owner” for more information about the
effect of the ING Joint LifePay Plus rider on the death benefit under your contract and a description of the impact of
the owner’s death on the ING Joint LifePay Plus rider.

THE ANNUITY OPTIONS

During the income phase, you stop contributing dollars to your contract and start receiving payments from your
accumulated contract value.

Initiating Payments.At least 30 days prior to the date you want to start receiving payments, you must notify us
in writing of all of the following:

Payment start date;
Annuity option (see the annuity options table in this section);
Payment frequency (i.e., monthly, quarterly, semi-annually or annually);
Choice of fixed or variable annuity payments, or a combination of both fixed and variable payments;and
Selection of an assumed net investment rate (only if variable payments are elected).

Your Contract will continue in the accumulation phase until you properly start annuity payments. Once an annuity
option is selected, it may not be changed.

What Affects Payment Amounts.Some of the factors that may affect the amount of your annuity payments
include: your age; gender; contract value; the annuity option selected; the number of guaranteed payments (if any)
selected; whether you select fixed, variable or a combination of both fixed and variable payments; and, for variable
payments, the assumed net investment rate selected.

Fixed Payments.Amounts funding fixed annuity payments will be held in the Company’s general account.
With fixed payments pursuant to a Life Income or Life Income with Guaranteed Payments annuity option (for one
or two lives), you may also elect to have the payments increase annually at 1%, 2% or 3%, compounded annually.
The amount of fixed annuity payments does not vary with investment performance over time.

Variable Payments.Amounts funding your variable annuity payments will be held in the subaccount(s) you
select. Not all subaccounts available during the accumulation phase may be available during the income phase.
Payment amounts will vary depending upon the performance of the subaccounts you select. For variable annuity
payments, you must select an assumed net investment rate.

Assumed Net Investment Rate.If you select variable annuity payments, you must also select an assumed net
investment rate of either 5% or 3½%. If you select a 5% rate, your first annuity payment will be higher, but
subsequent payments will increase only if the investment performance of the subaccounts you selected is greater
than 5% annually, after deduction of fees. Payment amounts will decline if the investment performance is less than
5%, after deduction of fees. Please note that the 5% rate may not be available in all states.

If you select a 3½% rate, your first annuity payment will be lower and subsequent payments will increase more
rapidly or decline more slowly depending upon changes to the net investment rate of the subaccounts you selected.
For more information about selecting an assumed net investment rate, call us for a copy of the SAI.

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Minimum Payment Amounts.The annuity payment option you select must result in:

A first annuity payment of at least $50; and
Total yearly annuity payments of at least $250.

If your contract value is too low to meet these minimum payment amounts, you will receive one lump-sum payment.
Unless prohibited by law, we reserve the right to increase the minimum payment amount based on increases
reflected in the Consumer Price Index-Urban (CPI-U) since July 1, 1993.

Restrictions on Start Dates and the Duration of Payments.Annuity payments may not begin during the first
contract year, or, unless we consent, later than the later of:

The first day of the month following the annuitant’s 90^thbirthday; or
The tenth anniversary of the last premium payment made to your Contract.

Annuity payments will not begin until you have selected an annuity payment option. If there are surrender charges
remaining on the annuity payment start date, your annuity option must be either a life annuity or have a period
certain of at least 10 years. Failure to select an annuity option by the later of the annuitant’s 90^th birthday or the
tenth anniversary of your last premium payment may have adverse tax consequences. You should consult with a
qualified tax adviser if you are considering delaying the selection of annuity option before the later of these dates.

For qualified contracts only, annuity payments may not extend beyond:

(a)	The life of the annuitant;

(b)	The joint lives of the annuitant and beneficiary;

(c)	A guaranteed period greater than the annuitant’s life expectancy; or

(d)	A guaranteed period greater than the joint life expectancies of the annuitant and beneficiary.

When annuity payments start, the age of the annuitant plus the number of years for which payments are guaranteed
may not exceed 100.

If annuity payments start when the annuitant is at an advanced age, such as over 85, it is possible that the Contract
will not be considered an annuity for federal tax purposes.

See “Federal Tax Considerations” for further discussion of rules relating to annuity payments.

Charges Deducted

There is a charge whenevervariable annuity payments are selected. For variable annuity paymentswith a lifetime annuity option, we make a daily deduction formortality andexpense risks fromamounts held in the subaccounts.Forvariable annuity paymentswithanonlifetime annuity option, we still makea dailydeduction from the subaccounts you select,but only for expense risks aswe no longer assume any mortality risks. The amount of thischarge, on an annual basis, is equal to 1.05% of amounts invested in the subaccounts. See “Fees andExpenses.”
An administrative expense charge of 0.15% applies during the income phase. We deduct this chargedaily from the subaccounts corresponding to the funds you select. The charge applies during the entireincome phase. See “Fees and Expenses.”

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Death Benefit during the Income Phase.The death benefits that may be available to a beneficiary are outlined
in the annuity options table below. 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 and the request for the payment in good order at
our Customer Service Center. Unless your beneficiary elects otherwise, the distribution will be made into an interest
bearing account, backed by our general account that is accessed by the beneficiary through a checkbook feature.
The beneficiary may access death benefit proceeds at anytime without penalty. If continuing annuity payments are
elected, the beneficiary may not elect to receive a lump sum at a future date unless the annuity option specifically
allows a withdrawal right. We will calculate the value of any death benefit at the next valuation after we receive
proof of death and a request for payment. Such value will be reduced by any payments made after the date of death.

Beneficiary Rights.A beneficiary’s right to elect an annuity payment option or receive a lump-sum payment
may have been restricted by the contract owner. If so, such rights or options will not be available to the beneficiary.

Partial Entry into the Income Phase.You may elect an annuity option for a portion of your contract value,
while leaving the remaining portion invested in the accumulation phase. Whether the Tax Code considers such
payments taxable as annuity payments or as withdrawals is currently unclear; therefore, you should consult with a
qualified tax adviser before electing this option. The same or different annuity option may be selected for the portion
left invested in the accumulation phase.

Taxation. To avoid certain tax penalties, you or your beneficiary must meet the distribution rules imposed by
the Tax Code. Additionally, when selecting an annuity option, the Tax Code requires that your expected payments
will not exceed certain durations. See “Federal Tax Considerations.”

Payment Options.
The following table lists the annuity options and accompanying death benefits available during the income phase.
We may offer additional annuity options under the Contract from time to time. Once annuity payments begin, the
annuity option selected may not be changed.

Terms to understand:
Annuitant(s):The person(s) on whose life expectancy(ies) the annuity payments are based.

Beneficiary(ies):The person(s) or entity(ies) entitled to receive a death benefit, if any, under the annuity option
selected.

Lifetime Annuity Options


Life Income		Length of Payments:For as long as the annuitant lives. It is possible that only one
		payment will be made if the annuitant dies prior to the second payment’s due date.
Death Benefit—None:All payments end upon the annuitant’s death.


Life Income—		Length of Payments:For as long as the annuitant lives, with payments guaranteed for
Guaranteed		your choice of 5 to 30 years or as otherwise specified in the contract.
Payments		Death Benefit—Payment to the Beneficiary:If the annuitant dies before we have made
		all the guaranteed payments, we will continue to pay the beneficiary the remaining
		payments.

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Lifetime Annuity Options


Life Income—	Length of Payments:For as long as either annuitant lives. It is possible that only one
Two Lives	payment will be made if both annuitants die before the second payment’s due date.
Continuing Payments:When you select this option you choose for:
	a)	100%, 66 2/3% or 50% of the payment to continue 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 upon the death of both annuitants.


Life Income—	Length of Payments:For as long as either annuitant lives, with payments guaranteed from
Two Lives—	5 to 30 years or as otherwise specified in the contract.
Guaranteed	Continuing Payments:100% of the payment to continue to the surviving annuitant after
Payments	the first death.
	Death Benefit—Payment to the Beneficiary:If both annuitants die before we have made
	all the guaranteed payments, we will continue to pay the beneficiary the remaining
	payments.


Life Income— Cash	Length of Payments:For as long as the annuitant lives.
Refund Option	Death Benefit—Payment to the Beneficiary:Following the annuitant’s death, we will
(limited	pay a lump sum payment equal to the amount originally applied to the annuity option (less
availability—fixed	any applicable premium tax) and less the total amount of annuity payments paid.
payments only)



Life Income—Two	Length of Payments:For as long as either annuitant lives.
Lives—Cash Refund	Continuing Payments:100% of the payment to continue after the first death.
Option (limited
availability—fixed	Death Benefit—Payment to the Beneficiary:When both annuitants die we will pay a
payments only)	lump-sum payment equal to the amount applied to the annuity option (less any applicable
premium tax) and less the total amount of income payments paid.



Nonlifetime Annuity Payment Option


Nonlifetime—	Length of Payments:You may select payments for 5 to 30 years. In certain cases a lump-
Guaranteed	sum payment may be requested at any time (see below).
Payments	Death Benefit—Payment to the Beneficiary:If the annuitant dies before we make all the
	guaranteed payments, we will continue to pay the beneficiary the remaining payments.


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. Any such lump-sum payments will be treated as a withdrawal during the accumulation phase and we will
charge any applicable surrender charge. Lump-sum payments will be sent within seven calendar days after we
receive the request for payment in good order at our Customer Service Center.

OTHER CONTRACT PROVISIONS

Reports to Contract Owners

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We will send you a quarterly report within 31 days after the end of each calendar quarter. The report will show the
contract value, cash surrender value, and the death benefit as of the end of the calendar quarter. The report will also
show the allocation of your contract value and reflects the amounts deducted from or added to the contract value
since the last report. You have 30 days to notify our Customer Service Center of any errors or discrepancies
contained in the report and in any confirmation notice. We will also send you copies of any shareholder reports of
the investment portfolios in which Separate Account B invests, as well as any other reports, notices or documents
we are required by law to furnish to you.

Suspension of Payments
The Company reserves the right to suspend or postpone the date of any payment or determination of values beyond
the 7 permitted days, on any business day (i) when the New York Stock Exchange is closed; (ii) when trading on the
New York Stock Exchange is restricted; (iii) when an emergency exists as determined by the SEC so that the sale of
securities held in Separate Account B may not reasonably occur or so that the Company may not reasonably
determine the value of Separate Account B’s net assets; or (iv) during any other period when the SEC so permits for
the protection of security holders. We have the right to delay payment of amounts from a Fixed Interest Allocation
for up to 6 months.

In Case of Errors in Your Application
If an age or gender given in the application or enrollment form is misstated, the amounts payable or benefits
provided by the Contract shall be those that the premium payment would have bought had the age or gender not
been misstated.

Assigning the Contract as Collateral
You may assign a non-qualified Contract as collateral security for a loan but you should understand that your rights
and any beneficiary’s rights may be subject to the terms of the assignment. An assignment likely has federal tax
consequences. You should consult a tax adviser for tax advice. You must give us satisfactory written notice at our
Customer Service Center in order to make or release an assignment. We are not responsible for the validity of any
assignment.

Contract Changes — Applicable Tax Law
We have the right to make changes in the Contract to continue to qualify the Contract as an annuity under applicable
federal tax law. We will give you advance notice of such changes.

Free Look
You may cancel your Contract within your 10-day free look period. We deem the free look period to expire 15 days
after we mail the Contract to you. Some states may require a longer free look period. To cancel, you need to send
your Contract to our Customer Service Center or to the agent from whom you purchased it. We will refund the
greater of thecontract value (which may be more or less than the premium payments you paid) or, if required by
your state, the original amount of your premium payment.In no event does the Company retain any investment gain
associated with a Contract that is free looked.For purposes of the refund during the free look period, we adjust your
contract value for any market value adjustment (if you have invested in the Fixed Account), and then we include a
refund of any charges deducted from your contract value. Because of the market risks associated with investing in
the portfolios and the potential positive or negative effect of the market value adjustment, the contract value returned
may be greater or less than the premium payment you paid. Some states require us to return to you the amount of
the paid premium (rather than the contract value) in which case you will not be subject to investment risk during the
free look period. In these states, your premiums designated for investment in the subaccountswill be allocated
during the free look period to a subaccount specially designated by the Company for this purpose (currently, the
ING Liquid Assets Portfolio). We may, in our discretion, require that premiums designated for investment in the
subaccounts from all other states as well as premiums designated for a Fixed Interest Allocation be allocated to the
specially designated subaccount during the free look period. Your free look rights depend on the laws of the state in
which you purchase the Contract. Your Contract is void as of the day we receive your Contract and cancellation
request in good order. We determine your contract value at the close of business on the day we void your Contract.
If you keep your Contract after the free look period and the investment is allocated to a subaccount specially
designated by the Company, we will put your money in the subaccount(s) chosen by you, based on the accumulation
unit value next computed for each subaccount, and/or in the Fixed Interest Allocation chosen by you.

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Special Arrangements
We may reduce or waive any Contract, rider, or benefit fees or charges for certain group or sponsored arrangements,
under special programs, and for certain employees, agents, and related persons of our parent corporation and its
affiliates. We reduce or waive these items based on expected economies, and the variations are based on differences
in costs or services.

Selling the Contract
Our affiliate, Directed Services LLC, 1475 Dunwoody Drive, West Chester, PA 19380 is the principal underwriter
and distributor of the Contract as well as for other ING USA contracts. Directed Services LLC, a Delaware limited
liability company, is registered with the SEC as a broker/dealer under the Securities Exchange Act of 1934, and is a
member of the Financial Industry Regulatory Authority (“FINRA”).

Directed Services LLC does not retain any commissions or compensation paid to it by ING USA for Contract sales.
DSI enters into selling agreements with affiliated and unaffiliated broker/dealers to sell the Contracts through their
registered representatives who are licensed to sell securities and variable insurance products (“selling firms”).
Selling firms are also registered with the SEC and are FINRA member firms.

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

·	Bancnorth Investment Group, Inc.	·	ING Financial Markets LLC
·	Directed Services LLC	·	ING Financial Partners, Inc.
·	Financial Network Investment Corporation	·	ING Funds Distributor, LLC
·	Guaranty Brokerage Services, Inc.	·	ING Investment Management Services LLC
·	ING America Equities, Inc.	·	ING Private Wealth Management LLC
·	ING Direct Funds Limited	·	Multi-Financial Securities Corporation
·	ING DIRECT Securities, Inc.	·	PrimeVest Financial Services, Inc.
·	ING Financial Advisers, LLC	·	Systematized Benefits Administrators, Inc.

Directed Services LLC pays selling firms compensation for the promotion and sale of the Contracts. Registered
representatives of the selling firms who solicit sales of the Contracts typically receive a portion of the compensation
paid by Directed Services LLC to the selling firm in the form of commissions or other compensation, depending on
the agreement between the selling firm and the registered representative. This compensation, as well as other
incentives or payments, is not paid directly by contract owners or the Separate Account. We intend to recoup this
compensation and other sales expenses paid to selling firms through fees and charges imposed under the Contracts.

Directed Services LLC pays selling firms for Contract sales according to one or more schedules. This compensation
is generally based on a percentage of premium payments. Selling firms may receive commissions of up to 8.0% of
premium payments. In addition, selling firms may receive ongoing annual compensation of up to 1.10% of all, or a
portion, of values of Contracts sold through the firm. Individual representatives may receive all or a portion of
compensation paid to their selling firm, depending on the firm’s practices. Commissions and annual compensation,
when combined, could exceed 8.0% of total premium payments. To the extent permitted by SEC and FINRA rules
and other applicable laws and regulations, Directed Services LLC may pay or allow other promotional incentives or
payments in the form of cash or other compensation to selling firms.

Directed Services LLC has special compensation arrangements with certain selling firms based on those firms’
aggregate or anticipated sales of the Contracts or other criteria. 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. Any such compensation payable to a selling firm will not result in any additional direct charge to you by us.

In addition to the direct cash compensation for sales of contracts described above, Directed Services LLC may also
pay selling firms additional compensation or reimbursement of expenses for their efforts in selling the Contracts to
you and other customers. The amounts may include:

Marketing/distribution allowances which may be based on the percentages of premium received, theaggregate commissions paid and/or the aggregate assets held in relation to certain types of designated

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insurance products issued by the Company and/or its affiliates during the year;

Loans or advances of commissions in anticipation of future receipt of premiums (a form of lending toagents/registered representatives). These loans may have advantageous terms such as reduction orelimination of the interest charged on the loan and/or forgiveness of the principal amount of the loan, whichterms may be conditioned on fixed insurance product sales;
Education and training allowances to facilitate our attendance at certain educational and training meetingsto provide information and training about our products. We also hold training programs from time to timeat our expense;
Sponsorship payments or reimbursements for broker/dealers to use in sales contests and/or meetings fortheir agents/registered representatives who sell our products. We do not hold contests based solely on thesales of this product;
Certain overrides and other benefits that may include cash compensation based on the amount of earnedcommissions, agent/representative recruiting or other activities that promote the sale of contracts; and
Additional cash or noncash compensation and reimbursements permissible under existing law. This mayinclude, but is not limited to cash incentives, merchandise, trips, occasional entertainment, meals andtickets to sporting events, client appreciation events, business and education enhancement items, paymentfor travel expenses (including meals and lodging) to pre-approved training and education seminars andpayment for advertising and sales campaigns.

We may pay commissions, dealer concessions, wholesaling fees, overrides, bonuses, other allowances and benefits
and the costs of all other incentives or training programs from our resources, which include the fees and charges
imposed under the Contract.

The following is a list of the top 25 selling firms that, during 2006, received the most compensation, in the
aggregate, from us in connection with the sale of registered annuity contracts issued by us, ranked by total dollars
received:

1.	ING Financial Partners, Inc.	14.	Merrill Lynch, Pierce, Fenner & Smith, Inc.
2.	Linsco/Private Ledger Corporation	15.	Wells Fargo Investments, LLC
3.	Morgan Stanley DW Inc.	16.	Securities America, Inc.
4.	Citigroup Global Markets, Inc.	17.	Banc of America Investment Services Inc.
5.	ING Financial Partners, Inc. - CAREER	18.	Woodbury Financial Services Inc.
6.	Wachovia Securities Inc. - Bank	19.	Centaurus Financial, Inc.
7.	PrimeVest Financial Services, Inc.	20.	MML Investors Services, Inc.
8.	A. G. Edwards & Sons, Inc.	21.	Investors Capital Corporation
9.	UBS Financial Services, Inc.	22.	National Planning Corporation
10.	Wachovia Securities Inc.	23.	Royal Alliance Associates, Inc.
11.	Financial Network Investment Corporation	24.	Citicorp Investment Services
12.	Raymond James Financial Services, Inc.	25.	FFP Securities, Inc.
13.	Multi-Financial Securities Corporation

Directed Services LLC may also compensate wholesalers/distributors, and their sales management personnel, for
Contract sales within the wholesale/distribution channel. This compensation may be based on a percentage of
premium payments and/or a percentage of Contract values. Directed Services LLC may, at its discretion, pay
additional cash compensation to wholesalers/distributors for sales by certain broker-dealers or “focus firms.”

We do not pay any additional compensation on the sale or exercise of any of the Contract’s optional benefit riders
offered in this prospectus.

This is a general discussion of the types and levels of compensation paid by us for sales of our variable annuity
contracts. It is important for you to know that the payment of volume- or sales-based compensation to a selling firm

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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.

OTHER INFORMATION

Voting Rights
We will vote the shares of a Trust owned by Separate Account B according to your instructions. However, if the
1940 Act or any related regulations should change, or if interpretations of it or related regulations should change,
and we decide that we are permitted to vote the shares of a Trust in our own right, we may decide to do so.

We determine the number of shares that you have in a subaccount by dividing the Contract’s contract value in that
subaccount by the net asset value of one share of the portfolio in which a subaccount invests. We count fractional
votes. We will determine the number of shares you can instruct us to vote 180 days or less before a Trust
shareholder meeting. We will ask you for voting instructions by mail at least 10 days before the meeting. If we do
not receive your instructions in time, we will vote the shares in the same proportion as the instructions received from
all contracts in that subaccount. We will also vote shares we hold in Separate Account B which are not attributable
to contract owners in the same proportion.The effect of proportional voting is that a small number of contract
owners may decide the outcome of a vote.

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. The Contract offered by this prospectus has been approved
where required by those jurisdictions. 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
We are not aware of any pending legal proceedings which involve Separate Account B 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 operations 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.

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 proceeding which, in the opinion of
management, is likely to have a material adverse effect on its ability to distribute the contract.

FEDERAL TAX CONSIDERATIONS

Introduction
This section discusses our understanding of current federal income tax laws affecting the contract. You should keep
the following in mind when reading it:

Your tax position (or the tax position of the designated beneficiary, as applicable) determines federaltaxation of amounts held or paid out under the contract;

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Tax laws change. It is possible that a change in the future could affect contracts issued in the past;
This section addresses federal income tax rules and does not discuss federal estate and gift tax implications,state and local taxes, or any other tax provisions; and
We do not make any guarantee about the tax treatment of the contract or transactions involving thecontract.

We do not intend this information to be tax advice. For advice about the effect of federal income taxes or any other
taxes on amounts held or paid out under the contract, consult a tax adviser. For more comprehensive information,
contact the Internal Revenue Service (IRS).

Types of Contracts: Non-Qualified or Qualified
The Contract may be purchased on a non-tax-qualified basis (non-qualified contracts) or purchased on a tax-
qualified basis (qualified contracts).

Non-qualified contracts are purchased with after tax contributions and are not related to retirement plans that receive
special income tax treatment under the Tax Code.

Qualified Contracts are designed for use by individuals whose premium payments are comprised solely of proceeds
from and/or contributions under retirement plans that are intended to qualify for special income tax treatment under
Sections 408 or 408A of the Tax Code.

Taxation of Non-Qualified Contracts

Taxation of Gains Prior to Distribution
Tax Code Section 72 governs taxation of annuities in general. We believe that if you are a natural person you
will generally not be taxed on increases in the value of a non-qualified Contract until a distribution occurs or until
annuity payments begin. This assumes that the Contract will qualify as an annuity contract for federal income tax
purposes. For these purposes, the agreement to assign or pledge any portion of the contract value generally will be
treated as a distribution. In order to be eligible to receive deferral of taxation, the following requirements must be
satisfied:

Diversification.Tax Code Section 817(h) requires that in a nonqualified contract the investments of the
funds be “adequately diversified” in accordance with Treasury Regulations in order for the Contract to qualify as an
annuity contract under federal tax law. The separate account, through the funds, intends to comply with the
diversification requirements prescribed by Tax Code Section 817(h) and by the Treasury in Reg. Sec. 1.817 -5,
which affects how the funds’ assets may be invested.

Investor Control.Although earnings under non-qualified contracts are generally not taxed until
withdrawn, the IRS has stated in published rulings that a variable contract owner will be considered the owner of
separate account assets if the contract owner possesses incidents of investment control over the assets. In these
circumstances, income and gains from the separate account assets would be currently includible in the variable
contract owner’s gross income. Future guidance regarding the extent to which owners could direct their investments
among subaccounts without being treated as owners of the underlying assets of the separate account may adversely
affect the tax treatment of existing contracts. The Company therefore reserves the right to modify the contract as
necessary to attempt to prevent the contract holder from being considered the federal tax owner of a pro rata share of
the assets of the separate account.

Required Distributions.In order to be treated as an annuity contract for federal income tax purposes, the
Tax Code requires any non-qualified Contract to contain certain provisions specifying how your interest in the
Contract will be distributed in the event of your death. The non-qualified Contracts contain provisions that are
intended to comply with these Tax Code requirements, although no regulations interpreting these requirements have
yet been issued. We intend to review such distribution provisions and modify them if necessary to assure that they
comply with the applicable requirements when such requirements are clarified by regulation or otherwise.

Non-Natural Holders of a Non-Qualified Contract.If you are not a natural person, a non-qualified
contract generally is not treated as an annuity for income tax purposes and the income on the contract for the taxable

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year is currently taxable as ordinary income. Income on the contract is any increase over the year in the excess of
the contract value over the “investment in the contract” (generally, the premiums or other consideration you paid for
the contract less any nontaxable withdrawals) during the taxable year. There are some exceptions to this rule and a
non-natural person should consult with its tax adviser prior to purchasing the Contract. When the contract owner is
not a natural person, a change in the annuitant is treated as the death of the contract owner.

Delayed Annuity Starting Date.If the Contract’s annuity starting date occurs (or is scheduled to occur) at
a time when the annuitant has reached an advanced age (e.g., age 85), it is possible that the Contract would not be
treated as an annuity for federal income tax purposes. In that event, the income and gains under the Contract could
be currently includible in your income.

Taxation of Distributions

General.When a withdrawal from a non-qualified Contract occurs, the amount received will be treated as
ordinary income subject to tax up to an amount equal to the excess (if any) of the contract value (unreduced by the
amount of any surrender charge) immediately before the distribution over the contract owner’s investment in the
contract at that time. Investment in the contract is generally equal to the amount of all contributions to the contract,
plus amounts previously included in your gross income as the result of certain loans, assignments or gifts, less the
aggregate amount of non-taxable distributions previously made.

In the case of a surrender under a non-qualified Contract, the amount received generally will be taxable only to the
extent it exceeds the contract owner’s cost basis in the contract.

10% Penalty Tax.A distribution from a non-qualified Contract may be subject to a federal tax penalty
equal to 10% of the amount treated as income. In general, however, there is no penalty on distributions:

made on or after the taxpayer reaches age 59½;
made on or after the death of a contract owner (the annuitant if the contract owner is a non-naturalperson);
attributable to the taxpayer’s becoming disabled as defined in the Tax Code;
made as part of a series of substantially equal periodic payments (at least annually) over your lifeor life expectancy or the joint lives or joint life expectancies of you and your designatedbeneficiary; or
the distribution is allocable to investment in the contract before August 14, 1982.

The 10% penalty does not apply to distributions from an immediate annuity as defined in the Tax Code. Other
exceptions may be applicable under certain circumstances and special rules may be applicable in connection with
the exceptions enumerated above. A tax adviser should be consulted with regard to exceptions from the penalty tax.

Tax-Free Exchanges.Section 1035 of the Tax Code permits the exchange of a life insurance, endowment
or annuity contract for an annuity contract on a tax-free basis. In such instance, the “investment in the contract” in
the old contract will carry over to the new contract. You should consult with your tax advisor regarding procedures
for making Section 1035 exchanges.

If your Contract is purchased through a tax-free exchange of a life insurance, endowment or annuity contract that
was purchased prior to August 14, 1982, then any distributions other than annuity payments will be treated, for tax
purposes, as coming:

First, from any remaining “investment in the contract” made prior to August 14, 1982 andexchanged into the Contract;
Next, from any “income on the contract” attributable to the investment made prior to August 14,1982;
Then, from any remaining “income on the contract;” and
Lastly, from any remaining “investment in the contract.”

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The IRS has concluded that in certain instances, the partial exchange of a portion of one annuity contract for another
contract will be tax-free. However, the IRS has reserved the right to treat transactions it considers abusive as
ineligible for favorable partial 1035 tax-free exchange treatment. It is not certain whether the IRS would treat an
immediate withdrawal or annuitization after a partial exchange as abusive. In addition, it is unclear how the IRS
will treat a partial exchange from a life insurance, endowment, or annuity contract directly into an immediate
annuity. Currently, we will accept a partial 1035 exchange from a non-qualified annuity into a deferred annuity or
an immediate annuity as a tax-free transaction unless we believe that we would be expected to treat the transaction
as abusive. We are not responsible for the manner in which any other insurance company, for tax reporting
purposes, or the IRS, with respect to the ultimate tax treatment, recognizes or reports a partial exchange. We
strongly advise you to discuss any proposed 1035 exchange with your tax advisor prior to proceeding with the
transaction.

Taxation of Annuity Payments.Although tax consequences may vary depending on the payment option
elected under an annuity contract, a portion of each annuity payment is generally not taxed and the remainder is
taxed as ordinary income. The non-taxable portion of an annuity payment is generally determined in a manner that
is designed to allow you to recover your investment in the contract ratably on a tax-free basis over the expected
stream of annuity payments, as determined when annuity payments start. Once your investment in the contract has
been fully recovered, however, the full amount of each subsequent annuity payment is subject to tax as ordinary
income. The tax treatment of partial annuitizations is unclear. We currently treat any partial annuitizations as
withdrawals rather than as annuity payments. Please consult your tax adviser before electing a partial annuitization.

Death Benefits.Amounts may be distributed from a Contract because of your death or the death of the
annuitant. Generally, such amounts are includible in the income of the recipient as follows: (i) if distributed in a
lump sum, they are taxed in the same manner as a surrender of the Contract, or (ii) if distributed under a payment
option, they are taxed in the same way as annuity payments. Special rules may apply to amounts distributed after a
Beneficiary has elected to maintain Contract value and receive payments.

Different distribution requirements apply if your death occurs:

After you begin receiving annuity payments under the Contract; or
Before you begin receiving such distributions.

If your death occurs after you begin receiving annuity payments, distributions must be made at least as rapidly as
under the method in effect at the time of your death.

If your death occurs before you begin receiving annuity payments, your entire balance must be distributed within
five years after the date of your death. For example, if you died on September 1, 2006, your entire balance must be
distributed by August 31, 2011. However, if distributions begin within one year of your death, then payments may
be made over 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.

If the designated beneficiary is your spouse, the contract may be continued with the surviving spouse as the new
contract owner. If the contract owner is a non-natural person and the primary annuitant dies, the same rules apply on
the death of the primary annuitant as outlined above for death of a contract owner.

The Contract offers a death benefit that may exceed the greater of the premium payments and the contract value.
Certain charges are imposed with respect to the death benefit. It is possible that these charges (or some portion
thereof) could be treated for federal tax purposes as a distribution from the Contract.

Assignments and Other Transfers.A transfer, pledge or assignment of ownership of a non-qualified
contract, the selection of certain annuity dates, or the designation of an annuitant or payee other than an owner may
result in certain tax consequences to you that are not discussed herein. The assignment, pledge or agreement to
assign or pledge any portion of the contract value generally will be treated as a distribution. Anyone contemplating
any such transfer, pledge, assignment, or designation or exchange, should consult a tax adviser regarding the

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potential tax effects of such a transaction.

Immediate Annuities.Under section 72 of the Tax Code, an immediate annuity means an annuity (1)
which is purchased with a single premium, (2) with annuity payments starting within one year from the date of
purchase, and (3) which provides a series of substantially equal periodic payments made annually or more
frequently. While this Contract is not designed as an immediate annuity, treatment as an immediate annuity would
have significance with respect to exceptions from the 10% early withdrawal penalty, to contracts owned by non-
natural persons, and for certain exchanges.

Multiple Contracts.Tax laws require that all non-qualified deferred annuity contracts that are issued by a
company or its affiliates to the same contract owner during any calendar year be treated as one annuity contract for
purposes of determining the amount includible in gross income under Tax Code Section 72(e). In addition, the
Treasury Department has specific authority to issue regulations that prevent the avoidance of Tax Code Section
72(e) through the serial purchase of annuity contracts or otherwise.

Withholding.We will withhold and remit to the IRS a part of the taxable portion of each distribution
made under a Contract unless the distributee notifies us at or before the time of the distribution that he or she elects
not to have any amounts withheld. Withholding is mandatory, however, if the distributee fails to provide a valid
taxpayer identification number or if we are notified by the IRS that the taxpayer identification number we have on
file is incorrect. The withholding rates applicable to the taxable portion of periodic annuity payments are the same
as the withholding rates generally applicable to payments of wages. In addition, a 10% withholding rate applies to the
taxable portion of non-periodic payments. Regardless of whether you elect not to have federal income tax withheld,
you are still liable for payment of federal income tax on the taxable portion of the payment.

If you or your designated beneficiary is a non-resident alien, then any withholding is governed by Tax Code Section
1441 based on the individual’s citizenship, the country of domicile and treaty status.

Taxation of Qualified Contracts

General
The Contracts are primarily designed for use with IRAs under Tax Code Section 408 and 408A (We refer to
these as “qualified 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 Contract, or on annuity payments, depends on the type of retirement plan and your tax status.
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 in
order to continue receiving favorable tax treatment.

Adverse tax consequences may result from: contributions in excess of specified limits; distributions before age 59½
(subject to certain exceptions); distributions that do not conform to specified commencement and minimum
distribution rules; and in other specified circumstances. Some qualified plans may be subject to additional
distribution or other requirements that are not incorporated into the Contract. No attempt is made to provide more
than general information about the use of the Contracts with qualified plans. Contract owners, annuitants, and
beneficiaries are cautioned that the rights of any person to any benefits under these qualified plans may be subject to
the terms and conditions of the plans 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 Contract,
unless we consent.

Contract owners and beneficiaries generally are responsible for determining that contributions, distributions and
other transactions with respect to the contract comply with applicable law. Therefore, you should seek competent
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 the federal tax laws, earnings on amounts held in annuity contracts are generally not taxed until they are

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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 guaranteed living
benefits and/or death benefits 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.

Individual Retirement Annuities.Section 408 of the Tax Code permits eligible individuals to contribute
to an individual retirement program known as an Individual Retirement Annuity (“IRA”). IRAs are subject to limits
on the amounts that can be contributed, the deductible amount of the contribution, the persons who may be eligible,
and the time when distributions commence. Also, distributions from IRAs, individual retirement accounts, and other
types of retirement plans may be “rolled over” on a tax-deferred basis into an IRA. If you make a tax-free rollover
of a distribution from an IRA you may not make another tax-free rollover from the IRA within a 1-year period.
Sales of the contract for use with IRAs may be subject to special requirements of the IRS.

The IRS has not reviewed the contracts described in this prospectus for qualification as IRAs and has not addressed,
in a ruling of general applicability, whether the contract’s death benefit provisions comply with IRS qualification
requirements.

Roth IRAs.Section 408A of the Tax Code permits certain eligible individuals to contribute to a Roth IRA.
Contributions to a Roth IRA are subject to limits on the amount of contributions and the persons who may be
eligible to contribute, are not deductible, and must be made in cash or as a rollover or transfer from another Roth
IRA or other IRA. Certain qualifying individuals may convert an IRA, SEP, or a SIMPLE to a Roth IRA. Such
rollovers and conversions are subject to tax, and other special rules may apply. If you make a tax-free rollover of a
distribution from a Roth IRA to another Roth IRA, you may not make another tax-free rollover from the Roth IRA
from which the rollover was made within a 1-year period. A 10% penalty may apply to amounts attributable to a
conversion to a Roth IRA if the amounts are distributed during the five taxable years beginning with the year in
which the conversion was made.

Sales of a contract for use with a Roth IRA may be subject to special requirements of the IRS. The IRS has not
reviewed the contracts described in this prospectus for qualification as IRAs and has not addressed, in a ruling of
general applicability, whether the contract’s death benefit provisions comply with IRS qualification requirements.

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. You should consult with your tax adviser in connection with
contributions to a qualified contract.

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

Individual Retirement Annuities.All distributions from an IRA are taxed as received unless either one of
the following is true:

The distribution is rolled over to another IRA or to a plan eligible to receive rollovers as permittedunder the Tax Code; or
You made after-tax contributions to the IRA. In this case, the distribution will be taxed accordingto rules detailed in the Tax Code; or
The distribution is a qualified charitable distribution as defined under the Pension Protection Actof 2006. This type of distribution is only available through the end of 2007. You should consult acompetent tax advisor for further information.

The Tax Code imposes a 10% penalty tax on the taxable portion of any distribution from an IRA unless certain
exceptions, including one or more of the following, have occurred:

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You have attained age 59 1/2;
You have become disabled, as defined in the Tax Code;
You have died and the distribution is to your beneficiary;
The distribution amount is rolled over into another eligible retirement plan or to an IRA inaccordance with the terms of the Tax Code;
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 of2006.

In addition, the 10% penalty tax does not apply to a distribution made from an IRA to pay for health insurance
premiums for certain unemployed individuals, a qualified first-time home purchase, or for higher education
expenses.

Roth IRAs.A qualified distribution from a Roth IRA is not taxed when it is received. A qualified
distribution is a distribution:

Made after the five-taxable year period beginning with the first taxable year for which acontribution was made to a Roth IRA of the owner; and
Made after you attain age 59 1/2, die, become disabled as defined in the Tax Code, or for aqualified first-time home purchase.

If a distribution is not qualified, it will be taxable to the extent of the accumulated earnings unless it is a qualified
charitable contribution as defined under the Pension Protection Act and as described above. A partial distribution
will first be treated as a return of contributions which is not taxable and then as taxable accumulated earnings.

The Tax Code imposes a 10% penalty tax on the taxable portion of any distribution from a Roth IRA that is not a
qualified distribution unless certain exceptions have occurred. In general, the exceptions for an IRA listed above
also apply to a distribution from a Roth IRA that is not a qualified distribution or a rollover to a Roth IRA that is not
a qualified rollover contribution. The 10% penalty tax is also waived on a distribution made from a Roth IRA to pay
for health insurance premiums for certain unemployed individuals, used for a qualified first-time home purchase, or
for higher education expenses.

Special Hurricane-Related Relief.The Katrina Emergency Tax Relief Act and the Gulf Opportunity Zone
Act provide tax relief to victims of Hurricanes Katrina, Rita and Wilma. The relief includes a waiver of the 10%
penalty tax on qualified hurricane distributions from eligible retirement plans. In addition, the 20% mandatory
withholding rules do not apply to these distributions and the tax may be spread out ratably over a three-year period.
A recipient of qualified hurricane distribution may also elect to re-contribute all or a portion of the distribution to an
eligible retirement plan within three (3) years of receipt without tax consequences. Other relief may also apply.
You should consult a competent tax adviser for further information.

Lifetime Required Minimum Distributions (IRA only).To avoid certain tax penalties, you and any
designated beneficiary must also meet the minimum distribution requirements imposed by the Tax Code. The
requirements do not apply to Roth IRA contracts while the owner is living. These rules may dictate the following:

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

Start Date and Time Period.Generally, you must begin receiving distributions from a traditional
IRA by April 1 of the calendar year following the calendar year in which you attain age 70½. We must pay out
distributions from the contract over a period not extending beyond one of the following time periods:

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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 yourdesignated beneficiary.

Distribution Amounts.The amount of each required 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 any other benefits provided under the
account, such as guaranteed death benefits.

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

Lifetime Required Minimum Distributions are not applicable to Roth IRAs. Further information regarding required
minimum distributions may be found in your contract.

Required Distributions Upon Death (IRAs and Roth IRAs Only).Different distribution requirements
apply after your death, depending upon if you have been receiving required minimum distributions. Further
information regarding required distributions upon death may be found in your contract.

If your death occurs on or after 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 required minimum distributions after your death.

If your death occurs before 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 die on September 1, 2006, your entire balance must be distributed to the designated beneficiary by
December 31, 2011. However, if distributions begin by December 31 of the calendar year following the calendar
year of your death, and you have named a designated beneficiary, then payments may be made over either of the
following time frames:

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 containing the fifth anniversary of the contract owner’s death.

Special Rule for IRA Spousal Beneficiaries (IRAs and Roth IRAs Only).In lieu of taking a
distribution under these rules, if the sole designated beneficiary is the contract owner’s surviving spouse, the spousal
beneficiary may elect to treat the contract as his or her own IRA and defer taking a distribution until his or her own
start date. The surviving spouse is deemed to have made such an election if the surviving spouse makes a rollover to
or from the contract or fails to take a distribution within the required time period.

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.

IRAs and Roth IRAs.Generally, you or, if applicable, a designated beneficiary may elect not to have tax
withheld from distributions.

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Non-resident Aliens.If you or your designated beneficiary is a non-resident alien, then any withholding is
governed by Tax Code section 1441 based on the individual’s citizenship, the country of domicile and treaty status.

Assignment and Other Transfers

IRAS and Roth IRAs.The Tax Code does not allow a transfer or assignment of your rights under the
contracts except in limited circumstances. Adverse tax consequences may result if you assign or transfer your
interest in the contract to persons other than your spouse incident to a divorce. Anyone contemplating such an
assignment or transfer should contact a qualified tax adviser regarding the potential tax effects of such a transaction.

Tax Consequences of Living Benefits and Death Benefit

Living Benefits.Except as otherwise noted below, when a withdrawal from a nonqualified contract occurs
under the ING LifePay Plus or ING Joint LifePay Plus rider, the amount received will be treated as ordinary income
subject to tax up to an amount equal to the excess (if any) of the contract value (unreduced by the amount of any
deferred sales charge) immediately before the distribution over the contract owner’s investment in the contract at
that time.

Investment in the contract is generally equal to the amount of all contributions to the contract, plus amounts
previously included in your gross income as the result of certain loans, assignments, or gifts, less the aggregate
amount of non-taxable distributions previously made. For nonqualified contracts, the income on the contract for
purposes of calculating the taxable amount of a distribution may be unclear. For example, the living benefits
provided under the ING LifePay Plus or ING Joint LifePay Plus rider, as well as the market value adjustment, could
increase the contract value that applies. Thus, the income on the contract could be higher than the amount of income
that would be determined without regard to such a benefit. As a result, you could have higher amounts of income
than will be reported to you. In addition, payments under any guaranteed payment phase of such riders after the
contract value has been reduced to zero may be subject to the exclusion ratio rules under Tax Code Section 72(b) for
tax purposes.

The tax treatment of partial annuitizations is unclear. We currently treat any partial annuitization, such as those
associated with the minimum guaranteed income benefit as withdrawals rather than annuity payments. Please
consult your tax adviser before electing a partial annuitization.

Enhanced Death Benefits.The Contract offers a death benefit that may exceed the greater of the premium
payments and the contract value. It is possible that the IRS could characterize such a death benefit as an incidental
death benefit. There are limitations on the amount of incidental benefits that may be provided under pension and
profit sharing plans. In addition, the provision of such benefits may result in currently taxable income to contract
owners, and the presence of the death benefit could affect the amount of required minimum distributions. Finally,
certain charges are imposed with respect to some of the available death benefits. It is possible those charges (or
some portion thereof) could be treated for federal tax purposes as a distribution from the Contract.

Possible Changes in Taxation
Although the likelihood of legislative change and tax reform is uncertain, there is always the possibility that the tax
treatment of the Contracts 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 tax adviser with respect to
legislative developments and their effect on the Contract.

Taxation of Company
We are taxed as a life insurance company under the Tax Code. The Separate Account 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.

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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 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 account
value invested in the subaccounts.

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STATEMENT OF ADDITIONAL INFORMATION



Table of Contents
Item		Page

Introduction		1
Description of ING USA Annuity and Life Insurance Company		1

Separate Account B of ING USA Annuity and Life Insurance Company		1
Safekeeping of Assets		1

Independent Registered Public Accounting Firm		1
Distribution of Contracts		1

Published Ratings		2
Accumulation Unit Value		2

Performance Information		2
Other Information		3

Financial Statements of ING USA Annuity and Life Insurance Company		4
Financial Statements of Separate Account B of ING USA Annuity and Life Insurance Company		4

Please tear off, complete and return the form below to order a free Statement of Additional
Information for the Contracts offered under the prospectus. Send the form to our Customer Service Center
at the address shown on the prospectus cover.

PLEASE SEND ME A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION FOR
SEPARATE ACCOUNT B.

Please Print or Type:

Name

Social Security Number

Street Address

City, State, Zip

Frontier– 14740312/31/07
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

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APPENDIX A

The Investment Portfolios

During the accumulation phase, you may allocate your premium payments and contract value to any of the
investment portfolios available under this Contract. They are listed in this appendix. You bear the entire investment
risk for amounts you allocate to any investment portfolio, and you may lose your principal.

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 this and
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, from our
Customer Service Center at the address and telephone number listed in the prospectus, by accessing the SEC’s web
site or by contacting the SEC Public Reference Room.

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.

Certain funds are designated as “Master Feeder,” or “LifeStyle Funds.” Funds offered in a Master-Feeder structure
(such as the American Funds) or fund of funds structure (such as the LifeStyle Funds) may have higher fees and
expenses than a fund that invests in debt and equity securities.

Consult with your investment professional to determine if the investment portfolios may be suited to your financial
needs, investment time horizon and risk tolerance. You should periodically review these factors to determine if you
need to change your investment strategy.

Fund Name and
Investment Adviser/Subadviser		Investment Objective

ING Investors Trust

7337 E. Doubletree Ranch Road, Scottsdale, AZ 85258

ING American Funds Bond Portfolio(Class S)		Seeks to maximize your level of current income and
		preserve your capital. The Portfolio’s investment objective
Investment Adviser:ING Investments, LLC		is not fundamental and may be changed without shareholder
		vote.

ING American Funds Growth Portfolio		Seeks to make your investment grow. The Portfolio’s
		investment objective is not fundamental and may be
Investment Adviser:ING Investments, LLC		changed without a shareholder vote.
Investment Adviser to Master Funds:Capital Research
Management Company

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Fund Name and
Investment Adviser/Subadviser		Investment Objective

ING American Funds Growth-Income Portfolio		Seeks to make your investment grow and provide you with
		income over time. The Portfolio’s investment objective is
Investment Adviser:ING Investments, LLC		not fundamental and may be changed without a shareholder
Investment Adviser to Master Funds:Capital Research		vote.
Management Company


ING American Funds International Portfolio		Seeks to make your investment grow over time. The
		Portfolio’s investment objective is not fundamental and may
Investment Adviser:ING Investments, LLC		be changed without a shareholder vote.
Investment Adviser to Master Funds:Capital Research
Management Company


ING FMR^SMDiversified Mid Cap Portfolio*(Class S)		Seeks long-term growth of capital.

Investment Adviser:Directed Services LLC
Investment Subadviser:Fidelity Management & Research
Co.

* FMR^SMis a service mark of Fidelity Management &
Research Company


ING FMR^SMLarge Cap Growth Portfolio(Class S)		Seeks growth of capital over the long term. The Portfolio’s
(formerly, ING FMR^SMEarnings Growth Portfolio)		investment objective is not fundamental and may be
		changed without a shareholder vote.
Investment Adviser:Directed Services LLC
Investment Subadviser:Fidelity Management & Research
Co.

* FMR^SMis a service mark of Fidelity Management &
Research Company


ING Focus 5 Portfolio(Class S)		Seeks total return through capital appreciation and dividend
		income. The Portfolio’s investment objective is not
Investment Adviser:Directed Services LLC		fundamental and may be changed without a shareholder
Investment Subadviser:ING Investment Management Co.		vote.


ING Franklin Income Portfolio(Class S)		Seeks to maximize income while maintaining prospects for
		capital appreciation. The Portfolio’s investment objective is
Investment Adviser:Directed Services LLC		not fundamental and may be changed without a shareholder
Investment Subadviser:Franklin Advisers, Inc.		vote.


ING Franklin Mutual Shares Portfolio(Class S)		Seeks capital appreciation and secondarily, income. The
		Portfolio’s investment objective is not fundamental and may
Investment Adviser:Directed Services LLC		be changed without a shareholder vote.
Investment Subadviser:Franklin Mutual Advisers, LLC


ING Franklin Templeton Founding Strategy Portfolio		Seeks capital appreciation and secondarily, income. The
(Class S)		Portfolio’s investment objective is not fundamental and may
		be changed without a shareholder vote.
Investment Adviser:Directed Services LLC

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Fund Name and
Investment Adviser/Subadviser		Investment Objective

ING Global Real Estate Portfolio(Class S)		Anon-diversifiedportfolio that seeks to provide investors
		with high total return. The Portfolio’s investment objective
Investment Adviser:ING Investments, LLC		is not fundamental and may be changed without a
Investment Subadviser:ING Clarion Real Estate Securities		shareholder vote.
L.P.


ING Global Resources Portfolio(Class S)		Anon-diversifiedportfolio that seeks long-term capital
		appreciation.
Investment Adviser:Directed Services LLC
Investment Subadviser:ING Investment Management Co.


ING Global Technology Portfolio(Class S)		Seeks long-term growth of capital. The Portfolio’s
(formerly, ING Goldman Sachs Tollkeeper^SMPortfolio)		investment objective is not fundamental and may be
		changed without a shareholder vote.
Investment Adviser:Directed Services LLC
Investment Subadviser:ING Investment Management Co.


ING International Growth Opportunities Portfolio(Class S)		Seeks long-term growth of capital.

Investment Adviser:Directed Services LLC
Investment Subadviser:ING Investment Management Co.


ING LifeStyle Aggressive Growth Portfolio(Class S)		Seeks growth of capital. This objective is not fundamental
		and may be changed without a shareholder vote.
Investment Adviser:ING Investments, LLC
Asset Allocation Consultants:Ibbotson Associates and
ING Investment Management Co.


ING LifeStyle Growth Portfolio(Class S)		Seeks growth of capital and some current income. This
		objective is not fundamental and may be changed without a
Investment Adviser:ING Investments, LLC		shareholder vote.
Asset Allocation Consultants:Ibbotson Associates and
ING Investment Management Co.


ING LifeStyle Moderate Growth Portfolio(Class S)		Seeks growth of capital and a low to moderate level of
		current income. This objective is not fundamental and may
Investment Adviser:ING Investments, LLC		be changed without a shareholder vote.
Asset Allocation Consultants:Ibbotson Associates and
ING Investment Management Co.


ING LifeStyle Moderate Portfolio(Class S)		Seeks growth of capital and current income. This objective
		is not fundamental and may be changed without a
Investment Adviser:ING Investments, LLC		shareholder vote.
Asset Allocation Consultants:Ibbotson Associates and
ING Investment Management Co.


ING Liquid Assets Portfolio(Class S)		Seeks high level of current income consistent with the
		preservation of capital and liquidity.
Investment Adviser:Directed Services LLC
Investment Subadviser:ING Investment Management Co.

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Fund Name and
Investment Adviser/Subadviser		Investment Objective

ING Oppenheimer Main Street Portfolio(Class S)		Seeks long-term growth of capital and future income.

Investment Adviser:Directed Services LLC
Investment Subadviser:OppenheimerFunds, Inc.


ING Templeton Global Growth Portfolio(Class S)		Seeks capital appreciation. Current income is only an
		incidental consideration.
Investment Adviser:Directed Services LLC
Investment Subadviser:Templeton Global Advisors
Limited


ING T. Rowe Price Capital Appreciation Portfolio(Class S)		Seeks, over the long-term, a high total investment return,
		consistent with the preservation of capital and prudent
Investment Adviser:Directed Services LLC		investment risk.
Investment Subadviser:T. Rowe Price Associates, Inc.


ING T. Rowe Price Equity Income Portfolio(Class S)		Seeks substantial dividend income as well as long-term
		growth of capital.
Investment Adviser:Directed Services LLC
Investment Subadviser:T. Rowe Price Associates, Inc.


ING Van Kampen Capital Growth Portfolio(Class S)		Seeks long-term capital appreciation.

Investment Adviser:Directed Services LLC
Investment Subadviser:Van Kampen


ING Van Kampen Global Franchise Portfolio(Class S)		Anon-diversifiedportfolio that seeks long-term capital
		appreciation.
Investment Adviser:Directed Services LLC
Investment Subadviser:Van Kampen


ING Van Kampen Growth and Income Portfolio(Class S)		Seeks long-term growth of capital and income.

Investment Adviser:Directed Services LLC
Investment Subadviser:Van Kampen


ING Van Kampen Real Estate Portfolio(Class S)		Anon-diversifiedportfolio that seeks capital appreciation
		and secondarily seeks current income.
Investment Adviser:Directed Services LLC
Investment Subadviser:Van Kampen


ING WisdomTree^SMGlobal High-Yielding Equity		Seeks investment returns that closely correspond to the price
Index Portfolio(Class S)		and yield performance, before fees and expenses, of the
		WisdomTree^SMGlobal High-Yielding Equity Index
Investment Adviser:ING Investments, LLC		(“Index”). The Portfolio’s investment objective is not
Investment Subadviser:ING Investment Management Co.		fundamental and may be changed without a shareholder
		vote.


ING Partners, Inc.

151 Farmington Avenue, Hartford, CT 06156-8962

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Fund Name and
Investment Adviser/Subadviser		Investment Objective

ING Columbia Small Cap Value II Portfolio(Service Class)		Seeks long-term growth of capital.

Investment Adviser:Directed Services LLC
Investment Subadviser:Columbia Management Advisors,
LLC


ING Oppenheimer Global Portfolio(Service Class)		Seeks capital appreciation.

Investment Adviser:Directed Services LLC
Investment Subadviser:OppenheimerFunds, Inc.


ING Oppenheimer Strategic Income Portfolio		Seeks a high level of current income principally derived
(Service Class)		from interest on debt securities.

Investment Adviser:Directed Services LLC
Investment Subadviser:OppenheimerFunds, Inc.


ING Templeton Foreign Equity Portfolio(Service Class)		Seeks long-term capital growth.

Investment Adviser:Directed Services LLC (formerly ING
Life Insurance and Annuity Company)
Investment Subadviser:Templeton Investment Counsel,
LLC


ING T. Rowe Price Diversified Mid Cap Growth		Seeks long-term capital appreciation.
Portfolio(Service Class)

Investment Adviser:Directed Services LLC
Investment Subadviser:T. Rowe Price Associates, Inc.


ING T. Rowe Price Growth Equity Portfolio(Service Class)		Seeks long-term capital growth, and secondarily, increasing
		dividend income.
Investment Adviser:Directed Services LLC
Investment Subadviser:T. Rowe Price Associates, Inc.


ING Van Kampen Comstock Portfolio(Service Class)		Seeks capital growth and income.

Investment Adviser:Directed Services LLC (formerly,
ING Life Insurance and Annuity Company)
Investment Subadviser:Van Kampen


ING Van Kampen Equity and Income Portfolio		Seeks total return, consisting of long term capital
(Service Class)		appreciation and current income.

Investment Adviser:Directed Services LLC
Investment Subadviser:Van Kampen


ING Variable Portfolios, Inc.

7337 E. Doubletree Ranch Road, Scottsdale, AZ 85258

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Fund Name and
Investment Adviser/Subadviser		Investment Objective

ING VP High Yield Bond Portfolio(Class S)		Seeks to provide investors with a high level of current
		income and total return.
Investment Adviser:ING Investments, LLC
Investment Subadviser:ING Investment Management Co.


ING VP Index Plus MidCap Portfolio(Class S)		Seeks to outperform the total return performance of the
		Standard & Poor’s MidCap 400 Index (S&P MidCap 400
Investment Adviser:ING Investments, LLC		Index), while maintaining a market level of risk.
Investment Subadviser:ING Investment Management Co.


ING VP Index Plus SmallCap Portfolio(Class S)		Seeks to outperform the total return performance of the
		Standard & Poor’s SmallCap 600 Index (S&P SmallCap 600
Investment Adviser:ING Investments, LLC		Index), while maintaining a market level of risk.
Investment Subadviser:ING Investment Management Co.


ING Variable Products Trust

7337 E. Doubletree Ranch Road, Scottsdale, AZ 85258

ING VP SmallCap Opportunities Portfolio(Class S)		Seeks long-term capital appreciation.

Investment Adviser:ING Investments, LLC
Investment Subadviser:ING Investment Management Co.


ING VP Intermediate Bond Portfolio

ING VP Intermediate Bond Portfolio(Class S)		Seeks to maximize total return consistent with reasonable
		risk, through investment in a diversified portfolio consisting
Investment Adviser:ING Investments, LLC		primarily of debt securities.
Investment Subadviser:ING Investment Management Co.


Fidelity Variable Insurance Products

82 Devonshire Street, Boston, MA 02109

Fidelity VIP Contrafund Portfolio(Service Class 2)		Seeks long-term capital appreciation.

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


Fidelity VIP Equity-Income Portfolio(Service Class 2)		Seeks reasonable income. Also considers the potential for
		capital appreciation. Seeks to achieve a yield which exceeds
Investment Adviser:Fidelity Management & Research		the composite yield on the securities comprising the
Company		Standard & Poor’s 500^®Index (S&P 500^®).
Investment Subadviser:FMR Co., Inc.; Fidelity Research
& Analysis Company; Fidelity Management & Research
(U.K.) Inc.; Fidelity International Investment Advisors;
Fidelity International Investment Advisors (U.K.) Limited;
Fidelity Investments Japan Limited

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APPENDIX B

Fixed Account II

Fixed Account II (“Fixed Account”) is an optional fixed interest allocation offered during the accumulation phase of
your variable annuity 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 for guaranteed interest periods (Fixed
Interest Allocation(s)). We will credit your Fixed Interest Allocation(s) with a fixed rate of interest. We offer Fixed
Interest Allocations with guaranteed interest periods that may vary by maturity, state of issue and rate. 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. We may offer additional guaranteed interest
periods in some or all states, may not offer all guaranteed interest periods on all contracts or in all states and the
rates for a given guaranteed interest period may vary among contracts. We set the interest rates periodically. We
may credit a different interest rate for each interest period. 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.

For contracts sold in some states, not all Fixed Interest Allocations are available. You have a right to return a
contract for a refund as described in the prospectus.

The Fixed Account
You may allocate premium payments and transfer your Contract value to the guaranteed interest periods of the Fixed
Account during the accumulation period as described in the prospectus. Every time you allocate money to the Fixed
Account, we set up a Fixed Interest Allocation for the guaranteed interest period you select. 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.

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.

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.

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. For more
information see the prospectus for the Fixed Account.

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

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with new guaranteed interest periods, or to any of the subaccounts of ING USA’s Separate Account B as described
in the prospectus on the maturity date of a guaranteed interest period. The minimum amount that you can transfer to
or from any Fixed Interest Allocation is $100. 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 ING Liquid Assets Portfolio, and such a transfer will be subject to a Market
Value Adjustment.

Please be aware that the benefit we pay under certain optional benefit riders will be adjusted by any transfers you
make to and from the Fixed Interest Allocations during specified periods while the rider is in effect. See “Optional
Riders” in the prospectus.

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. 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.

Please be aware that the benefit we pay under any of the optional benefit riders will be reduced by any withdrawals
you made from the Fixed Interest Allocations during the period while the rider is in effect. See “Optional Riders” in
the prospectus.

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.

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.

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.

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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. Several examples which
illustrate how the Market Value Adjustment works are included in the prospectus for the Fixed Account.

Cash Surrender Value
The cash surrender value is the amount you receive when you surrender the Contract. The cash surrender value of
amounts allocated to the Fixed Account 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 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.

Dollar Cost Averaging from Fixed Interest Allocations
You may elect to participate in our dollar cost averaging program if you have at least $1,200 of Contract value in
Fixed Account Interest Allocations with a guaranteed interest period of 1 year or less. 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 other Fixed Interest Allocations or 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.

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.

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

More Information
See the prospectus for Fixed Account II.

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APPENDIX C

Fixed Interest Division

A Fixed Interest Division option is available through the group and individual deferred variable annuity contracts
offered by ING USA Annuity and Life Insurance Company. The Fixed Interest Division is part of the ING USA
General Account. Interests in the Fixed Interest Division have not been registered under the Securities Act of 1933,
and neither the Fixed Interest Division nor the General Account is registered under the Investment Company Act of
1940.

Interests in the Fixed Interest Division are offered in certain states through an Offering Brochure, dated April 30,
2007. The Fixed Interest Division is different from the Fixed Account which is described in the prospectus but
which is not available in your state. If you are unsure whether the Fixed Account is available in your state, please
contact our Customer Service Center at (800) 366-0066. When reading through the Prospectus, the Fixed Interest
Division should be counted among the various investment options available for the allocation of your premiums, in
lieu of the Fixed Account. The Fixed Interest Division may not be available in some states. Some restrictions may
apply.

You will find more complete information relating to the Fixed Interest Division in the Offering Brochure. Please
read the Offering Brochure carefully before you invest in the Fixed Interest Division.

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APPENDIX D

Surrender Charge for Excess Withdrawals Example

The following assumes you made an initial premium payment of $10,000 and additional premium payments of
$10,000 in each of the second and third contract years, for total premium payments under the Contract of $30,000.
It also assumes a withdrawal at the end of the third contract year of 30% of the contract value of $35,000, and that
Option Package I was selected.

In this example, $3,500 (10% of contract value) is the maximum free withdrawal amount that you may withdraw
without a surrender charge. The total net withdrawal requested from the contract would be $10,500 ($35,000 x .30).
Therefore, $7,000 ($10,500 - $3,500) is considered an excess withdrawal of a part of the initial premium payment of
$10,000 and would be subject to a 7% surrender charge of $527 ($7,000 x .(1/(1-.07)-1). The amount of the
withdrawal paid to you will be $10,500, and in addition, $527 will be deducted from your contract value.

This example does not take into account any Market Value Adjustment or deduction of any premium taxes.

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APPENDIX E

Withdrawal Adjustment for 5% Roll-Up Death Benefit Examples

Example #1: The Contract Value (AV) is Lower than the Death Benefit

Assume a premium payment of $100,000, AV at the time of withdrawal of $80,000 and a 5% Roll-Up
minimum guarantee death benefit (“MGDB”) at the time of withdrawal of $120,000. A total withdrawal of $20,000
is made.

Calculate the Effect of the Withdrawal

Pro-rata Withdrawal Adjustment to MGDB = $30,000 ($120,000 * ($20,000 / $80,000))

MGDB after Pro-rata Withdrawal = $90,000 ($120,000 - $30,000)

AV after Withdrawal = $60,000 ($80,000 - $20,000)

Example #2: The Contract Value (AV) is Greater than the Death Benefit

Assume a premium payment of $100,000, AV at the time of withdrawal of $160,000 and a 5% Roll-Up
minimum guarantee death benefit (“MGDB”) at the time of withdrawal of $120,000. A total withdrawal of $20,000
is made.

Calculate the Effect of the Withdrawal

Pro-rata Withdrawal Adjustment to MGDB = $15,000 ($120,000 * ($20,000 / $160,000))

MGDB after Pro-rata Withdrawal = $105,000 ($120,000 - $15,000)

AV after Withdrawal = $140,000 ($160,000 - $20,000)

Example #3: The Contract Value (AV) is Equal to the Death Benefit

Assume a premium payment of $100,000, AV at the time of withdrawal of $120,000 and a 5% Roll-Up
minimum guarantee death benefit (“MGDB”) at the time of withdrawal of $120,000. A total withdrawal of $20,000
is made.

Calculate the Effect of the Withdrawal

Pro-rata Withdrawal Adjustment to MGDB = $20,000 ($120,000 * ($20,000 / $120,000))

MGDB after Pro-rata Withdrawal = $100,000 ($120,000 - $20,000)

AV after Pro-rata Withdrawal = $100,000 ($120,000 - $20,000)

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APPENDIX F

Special Funds and Excluded Funds Examples

Example #1:The following examples are intended to demonstrate the impact on your 5% Roll-Up minimum
guaranteed death benefit (“MGDB”) of allocating your Contract Value to Special Funds.

	MGDB if 50% invested in				MGDB if 0% invested in			MGDB if 100% invested in
	Special Funds				Special Funds				Special Funds


End of Yr Covered Special			Total	End of Yr Covered Special			Total	End of Yr Covered Special			Total
0	500	500	1,000	0	1,000	—	1,000	0	0	1,000	1,000
1	525	500	1,025	1	1,050	—	1,050	1	0	1,000	1,000
2	551	500	1,051	2	1,103	—	1,103	2	0	1,000	1,000
3	579	500	1,079	3	1,158	—	1,158	3	0	1,000	1,000
4	608	500	1,108	4	1,216	—	1,216	4	0	1,000	1,000
5	638	500	1,138	5	1,276	—	1,276	5	0	1,000	1,000
6	670	500	1,170	6	1,340	—	1,340	6	0	1,000	1,000
7	704	500	1,204	7	1,407	—	1,407	7	0	1,000	1,000
8	739	500	1,239	8	1,477	—	1,477	8	0	1,000	1,000
9	776	500	1,276	9	1,551	—	1,551	9	0	1,000	1,000
10	814	500	1,314	10	1,629	—	1,629	10	0	1,000	1,000

	MGDB if transferred to				MGDB if transferred to

	Special Funds				Covered Funds
	at the beginning of year 6				at the beginning of year 6


End of Yr Covered Special			Total	End of Yr Covered Special			Total
0	1,000	—	1,000	0	—	1,000	1,000
1	1,050	—	1,050	1	—	1,000	1,000
2	1,103	—	1,103	2	—	1,000	1,000
3	1,158	—	1,158	3	—	1,000	1,000
4	1,216	—	1,216	4	—	1,000	1,000
5	1,276	—	1,276	5	—	1,000	1,000
6	—	1,276	1,276	6	1,050	—	1,050
7	—	1,276	1,276	7	1,103	—	1,103
8	—	1,276	1,276	8	1,158	—	1,158
9	—	1,276	1,276	9	1,216	—	1,216
10	—	1,276	1,276	10	1,276	—	1,276

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Example #2: The following examples are intended to demonstrate the impact on your 5% Roll-Up minimum guaranteed death benefit (“MGDB”)
and/or your minimum guaranteed accumulation benefit (“MGAB”) of allocating your Contract Value to Excluded Funds.

								MGDB if 0% invested in Excluded				MGDB if 100% invested in Excluded

	MGDB if 50% invested in Excluded Funds								Funds				Funds

							Death				Death				Death
	Covered		Excluded		Total		Benefit		Covered		Benefit		Excluded		Benefit

End								End				End
of YrMGDB		AV	MGDB	AV	MGDB	AV		of Yr	MGDB	AV		of Yr	MGDB	AV
0	500	500	500	500	1,000	1,000	1,000	0	1,000	1,000	1,000	0	1,000	1,000	1,000
1	525	510	525	510	1,035	1,020	1,035	1	1,050	1,020	1,050	1	1,050	1,020	1,020
2	551	490	551	490	1,041	980	1,041	2	1,103	980	1,103	2	1,103	980	980
3	579	520	579	520	1,099	1,040	1,099	3	1,158	1,040	1,158	3	1,158	1,040	1,040
4	608	550	608	550	1,158	1,100	1,158	4	1,216	1,100	1,216	4	1,216	1,100	1,100
5	638	450	638	450	1,088	900	1,088	5	1,276	900	1,276	5	1,276	900	900
6	670	525	670	525	1,195	1,050	1,195	6	1,340	1,050	1,340	6	1,340	1,050	1,050
7	704	600	704	600	1,304	1,200	1,304	7	1,407	1,200	1,407	7	1,407	1,200	1,200
8	739	750	739	750	1,489	1,500	1,500	8	1,477	1,500	1,500	8	1,477	1,500	1,500
9	776	500	776	500	1,276	1,000	1,276	9	1,551	1,000	1,551	9	1,551	1,000	1,000
10	814	300	814	300	1,114	600	1,114	10	1,629	600	1,629	10	1,629	600	600


Note:	AV are hypothetical illustrative values.				Not a projection. “MGDB” for Excluded funds is notional. Not payable as a benefit. Death
	Benefit for Excluded Funds equals Accumulation Value (AV).

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		MGDB if Transfer from Covered Funds to Excluded Funds at the beginning of year 6


	Covered		Excluded		Total

							Death
End of Yr MGDB		AV	“MGDB”	AV	MGDB	AV	Benefit
—	1,000	1,000	—	—	1,000	1,000	1,000
1	1,050	1,020	—	—	1,050	1,020	1,050
2	1,103	980	—	—	1,103	980	1,103
3	1,158	1,040	—	—	1,158	1,040	1,158
4	1,216	1,100	—	—	1,216	1,100	1,216
5	1,276	900	—	—	1,276	900	1,276
6	—	—	1,340	1,050	1,050	1,050	1,050
7	—	—	1,407	1,200	1,200	1,200	1,200
8	—	—	1,477	1,500	1,500	1,500	1,500
9	—	—	1,551	1,000	1,000	1,000	1,000
10	—	—	1,629	600	600	600	600

Note:		MGDB) transferred to Excluded Funds equals the MGDB in Covered Funds (or pro-rata portion thereof for partial transfer)
		Transfers from Special Funds to Excluded Funds work the same as Covered to Excluded (except MGDB in Special Funds does
		not accumulate).

		MGDB if Transfer from Excluded Funds to Covered Funds at the beginning of year 6


	Covered		Excluded		Total

							Death
End of Yr MGDB		AV	“MGDB”	AV	MGDB	AV	Benefit
—	—	—	1,000	1,000	1,000	1,000	1,000
1	—	—	1,050	1,020	1,020	1,020	1,020
2	—	—	1,103	980	980	980	980
3	—	—	1,158	1,040	1,040	1,040	1,040
4	—	—	1,216	1,100	1,100	1,100	1,100
5	—	—	1,276	900	900	900	900
6	945	1,050	—	—	945	1,050	1,050
7	992	1,200	—	—	992	1,200	1,200
8	1,042	1,500	—	—	1,042	1,500	1,500
9	1,094	1,000	—	—	1,094	1,000	1,094
10	1,149	600	—	—	1,149	600	1,149

Note:		MGDB transferred to Covered Funds is the lesser of MGDB in Excluded Funds (or portion thereof for partial transfer) and AV
		transferred to Covered Transfers from Excluded Funds to Special Funds work the same as Excluded to Covered (except MGDB
		in Special Funds does not accumulate).

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APPENDIX G

ING LifePay Plus and ING Joint LifePay Plus Partial Withdrawal Amount Examples

The following are examples of adjustments to the Maximum Annual Withdrawal amount for withdrawals in excess
of the Maximum Annual Withdrawal:

Illustration 1: Adjustment to the Maximum Annual Withdrawal amount for a withdrawal in excess of the
Maximum Annual Withdrawal, including surrender and/or MVA charges.

Assume the Maximum Annual Withdrawal is $5,000.

The first withdrawal taken during the contract year is $3,000 net, with $500 of surrender charges, and/or MVA
charges. The Maximum Annual Withdrawal is not exceeded.

The next withdrawal taken during the contract year is $1,500 net, with $300 of surrender charges, and/or MVA
charges. The Maximum Annual Withdrawal is not exceeded because total net withdrawals, $4,500, do not exceed
the Maximum Annual Withdrawal, $5,000.

The next withdrawal taken during the contract year is $1,500 net, with $200 of surrender charges, and/or MVA
charges. Because total net withdrawals taken, $6,000, exceed the Maximum Annual Withdrawal, $5,000, then there
is an adjustment to the Maximum Annual Withdrawal.

Total gross withdrawals during the contract year are $7,000 ($3,000 + $500 + $1,500 + $300 + $1,500 + $200). The
adjustment is the lesser of the amount by which the total gross withdrawals for the year exceed the Maximum
Annual Withdrawal ($7,000 - $5,000 = $2,000), and the amount of the current gross withdrawal ($1,500 + 200 =
$1,700.

If the Account Value before this withdrawal is $50,000, then the Maximum Annual Withdrawal is reduced by 3.40%
($1,700 / $50,000) to $4,830 ((1 - 3.40%) * $5,000).

Illustration 2: Adjustment to the Maximum Annual Withdrawal amount for a withdrawal in excess of the
Maximum Annual Withdrawal.

Assume the Maximum Annual Withdrawal is $5,000.

The first withdrawal taken during the contract year is $3,000 net, with $0 of surrender charges, and/or MVA
charges. The Maximum Annual Withdrawal is not exceeded.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges, and/or MVA
charges. The Maximum Annual Withdrawal is not exceeded because total net withdrawals, $4,500, do not exceed
the Maximum Annual Withdrawal, $5,000.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges, and/or MVA
charges. Because total net withdrawals taken, $6,000, exceed the Maximum Annual Withdrawal, $5,000, there is an
adjustment to the Maximum Annual Withdrawal.

Total gross withdrawals during the contract year are $6,000 ($3,000 + $1,500 + $1,500). The adjustment is the
lesser of the amount by which the total gross withdrawals for the year exceed the Maximum Annual Withdrawal,
$1,000, and the amount of the current gross withdrawal, $1,500.

If the Account Value after the part of the gross withdrawal that was within the Maximum Annual Withdrawal, $500,
is $49,500, then the Maximum Annual Withdrawal is reduced by 2.02% ($1,000 / $49,500) to $4,899 ((1 - 2.02%)

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* $5,000).

Illustration 3: A withdrawal exceeds the Maximum Annual Withdrawal amount but does not exceed the
Additional Withdrawal Amount.

Assume the Maximum Annual Withdrawal is $5,000. The Required Minimum Distribution for the current calendar
year applicable to this contract is determined to be $6,000. The Additional Withdrawal Amount is set equal to the
excess of this amount above the Maximum Annual Withdrawal, $1,000 ($6,000 - $5,000).

The first withdrawal taken during the contract year is $3,000 net, with $0 of surrender charges, and/or MVA
charges. The Maximum Annual Withdrawal is not exceeded.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges, and/or MVA
charges. The Maximum Annual Withdrawal is not exceeded because total net withdrawals, $4,500, do not exceed
the Maximum Annual Withdrawal, $5,000.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges, and/or MVA
charges. Total net withdrawals taken, $6,000, exceed the Maximum Annual Withdrawal, $5,000, however, the
Maximum Annual Withdrawal is not adjusted until the Additional Withdrawal Amount is exhausted. The amount by
which total net withdrawals taken exceed the Maximum Annual Withdrawal, $1,000 ($6,000 - $5,000), is the same
as the Additional Withdrawal Amount, so no adjustment to the Maximum Annual Withdrawal is made. If total net
withdrawals taken had exceeded the sum of the Maximum Annual Withdrawal and the Additional Withdrawal
Amount, then an adjustment would be made to the Maximum Annual Withdrawal.

Illustration 4: The Reset Occurs.

Assume the Maximum Annual Withdrawal is $5,000 and the Maximum Annual Withdrawal percentage is 5%.

One year after the first withdrawal is taken, the contract value has increased to $120,000, and the Reset occurs. The
Maximum Annual Withdrawal is now $6,000 ($120,000 * 5%).

One year after the Reset, the contract value has increased further to $130,000. The Reset occurs again, and the
Maximum Annual Withdrawal is now $6,500 ($130,000 * 5%).

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APPENDIX H

Examples of Fixed Allocation Funds Automatic Rebalancing

The following examples are designed to assist you in understanding how Fixed Allocation Funds Automatic
Rebalancing works. The examples assume that there are no investment earnings or losses.

I.	Subsequent Payments

A.	Assume that on Day 1, an owner deposits an initial payment of $100,000, which is allocated 100% to Accepted

Funds. No Fixed Allocation Funds Automatic Rebalancing would occur, because this allocation meets the required
investment option allocation.

B. Assume that on Day 2, the owner deposits an additional payment of $500,000, bringing the total contract value
to $600,000, and allocates this deposit 100% to Other Funds. Because the percentage allocated to the Fixed
Allocations Funds (0%) is less than 20% of the total amount allocated to the Fixed Allocation Funds and the Other
Funds, we will automatically reallocate $100,000 from the amount allocated to the Other Funds (20% of the
$500,000 allocated to the Other Funds) to the Fixed Allocation Funds. Your ending allocations will be $100,000 to
Accepted Funds, $100,000 to the Fixed Allocation Funds, and $400,000 to Other Funds.

II.	Partial Withdrawals

A.	Assume that on Day 1, an owner deposits an initial payment of $100,000, which is allocated 75% to Accepted

Funds ($75,000), 20% to the Fixed Allocation Funds ($20,000), and 5% to Other Funds ($5,000). No Fixed
Allocation Funds Automatic Rebalancing would occur, because this allocation meets the required investment option
allocation.

B. Assume that on Day 2, the owner requests a partial withdrawal of $19,000 from the Fixed Allocation Funds.
Because the remaining amount allocated to the Fixed Allocation Funds ($1,000) is less than 20% of the total amount
allocated to the Fixed Allocation Funds and the Other Funds, we will automatically reallocate $200 from the Other
Funds to the Fixed Allocation Funds, so that the amount allocated to the Fixed Allocation Funds ($1,200) is 20% of
the total amount allocated to the Fixed Allocation Funds and Other Funds ($6,000).

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ING USA Annuity and Life Insurance Company
ING USA Annuity and Life Insurance Company is a stock company domiciled in Iowa.

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PART B

Statement of Additional Information

ING FRONTIER VARIABLE ANNUITY

Deferred Combination Variable and Fixed Annuity Contract

Issued by

SEPARATE ACCOUNT B

ING USA ANNUITY AND LIFE INSURANCE COMPANY

This Statement of Additional Information is not a prospectus. The information contained herein should be
read in conjunction with the Prospectus for the ING USA Annuity and Life Insurance Company Deferred
Variable Annuity Contract, which is referred to herein. The Prospectus sets forth information that a
prospective investor ought to know before investing. For a copy of the Prospectus, send a written request
to ING USA Annuity and Life Insurance Company, Customer Service Center, P.O. Box 9271 Des
Moines, IA 50306-9271 or telephone 1-800-366-0066.

DATE OF PROSPECTUS

AND

STATEMENT OF ADDITIONAL INFORMATION:

December 31, 2007

Table of Contents

Item		Page

Introduction		1
Description of ING USA Annuity and Life Insurance Company		1
Separate Account B of ING USA Annuity and Life Insurance Company		1
Safekeeping of Assets		1
Independent Registered Public Accounting Firm		1
Distribution of Contracts		1
Performance Information		2
Other Information		3
Financial Statements of ING USA Annuity and Life Insurance Company		4
Financial Statements of Separate Account B		4

Introduction
This Statement of Additional Information provides background information regarding Separate Account
B.

Description of 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. ING USA’s financial statements appear in the Statement of Additional Information.

As of December 31, 2006, ING USA had approximately $2,989.1 million in stockholder’s equity and
approximately $69,677.6 billion in total assets, including approximately $37,928.3 billion of separate
account assets. ING USA is authorized to do business in all jurisdictions except New York. ING USA
offers variable insurance products. ReliaStar Life Insurance Company of New York (“RLNY”), an
affiliate of ING USA, is licensed to do variable annuity business in the state of New York.

Separate Account B of ING USA Annuity and Life Insurance Company
Separate Account B is a separate account established by the Company for the purpose of funding variable
annuity contracts issued by the Company. The separate account is registered with the Securities and
Exchange Commission (“SEC”) as a unit investment trust under the Investment Company act of 1940, as
amended. Purchase payments to accounts under the contract may be allocated to one or more of the
subaccounts. Each subaccount invests in the shares of only one of the funds offered under the contracts.
We may make additions to, deletions from or substitutions of available investment options as permitted
by law and subject to the conditions of the contract. The availability of the funds is subject to applicable
regulatory authorization. Not all funds are available in all jurisdictions or under all contracts.

Safekeeping of Assets
ING USA acts as its own custodian for Separate Account B.

Independent Registered Public Accounting Firm
Ernst & Young LLP, Suite 1000, 55 Ivan Allen Jr. Boulevard, Atlanta GA 30308, an Independent
Registered Public Accounting Firm, perform annual audits of ING USA and Separate Account B.

Distribution of Contracts
The offering of contracts under the prospectus associated with this Statement of Additional Information is
continuous. Directed Services LLC, an affiliate of ING USA, acts as the principal underwriter (as defined
in the Securities Act of 1933 and the Investment Company Act of 1940, as amended) of the variable
insurance products (the “variable insurance products”) issued by ING USA. The contracts are distributed
through registered representatives of other broker-dealers who have entered into selling agreements with
Directed Services LLC. For the years ended 2006, 2005 and 2004 commissions paid by ING USA,
including amounts paid by its affiliated Company, RLNY, to Directed Services LLC aggregated
$429,206,095, $378,135,000 and $374,955,000, respectively. All commissions received by the distributor
were passed through to the broker-dealers who sold the contracts. Directed Services LLC is located at
1475 Dunwoody Drive, West Chester, Pennsylvania 19380-1478.

Under a management services agreement, last amended in 1995, ING USA provides to Directed Services
LLC certain of its personnel to perform management, administrative and clerical services and the use of
certain facilities. ING USA charges Directed Services LLC for such expenses and all other general and
administrative costs, first on the basis of direct charges when identifiable, and the remainder allocated
based on the estimated amount of time spent by ING USA’s employees on behalf of Directed Services
LLC. In the opinion of management, this method of cost allocation is reasonable. This fee, calculated as a
percentage of average assets in the variable separate accounts, was $70,763,649, $42,969,000 and
$36,570,000, for the years ended 2006, 2005, and 2004, respectively.

Published Ratings
From time to time, the rating of ING USA as an insurance company by A.M. Best may be referred to in
advertisements or in reports to contract owners. Each year the A.M. Best Company reviews the financial
status of thousands of insurers, culminating in the assignment of Best’s Ratings. These ratings reflect their
current opinion of the relative financial strength and operating performance of an insurance company in
comparison to the norms of the life/health insurance industry. Best’s ratings range from A+ + to F. An
A++ and A+ ratings mean, in the opinion of A.M. Best, that the insurer has demonstrated the strongest
ability to meet its respective policyholder and other contractual obligations.

Accumulation Unit Value
The calculation of the Accumulation Unit Value (“AUV”) is discussed in the prospectus for the Contracts
under Condensed Financial Information. Note that in your Contract, accumulation unit value is referred to
as the Index of Investment Experience. The following illustrations show a calculation of a new AUV and
the purchase of Units (using hypothetical examples). Note that the examples below do not reflect the
mortality and expense risk charge for this product and are for illustration purposes only. For AUV’s
calculated for this Contract, please see the Condensed Financial Information in the prospectus.

ILLUSTRATION OF CALCULATION OF AUV
Example 1.
1.	AUV, beginning of period	$10.00
2.	Value of securities, beginning of period	$10.00
3.	Change in value of securities	$0.10
4.	Gross investment return (3) divided by (2)	0.01
5.	Less daily mortality and expense charge	0.00004280
6.	Less asset based administrative charge	0.00000411
7.	Net investment return (4) minus (5) minus (6)	0.009953092
8.	Net investment factor (1.000000) plus (7)	1.009953092
9.	AUV, end of period (1) multiplied by (8)	$10.09953092

ILLUSTRATION OF PURCHASE OF UNITS (ASSUMING NO STATE PREMIUM TAX)
Example 2.
1.	Initial premium payment	$1,000
2.	AUV on effective date of purchase (see Example 1)	$10.00
3.	Number of units purchased (1) divided by (2)	100
4.	AUV for valuation date following purchase (see Example 1)	$10.09953092
5.	Contract Value in account for valuation date following
	purchase (3) multiplied by (4)	$1,009.95

Performance Information
From time to time, we may advertise or include in reports to contract owner’s performance information
for the subaccounts of Separate Account B, including the average annual total return performance, yields
and other nonstandard measures of performance. Such performance data will be computed, or
accompanied by performance data computed, in accordance with standards defined by the SEC.

Except for the Liquid Assets subaccount, quotations of yield for the subaccounts will be based on all
investment income per unit (contract value divided by the accumulation unit) earned during a given 30-
day period, less expenses accrued during such period. Information on standard total average annual
return performance will include average annual rates of total return for 1-, 5- and 10-year periods, or
lesser periods depending on how long Separate Account B has been investing in the portfolio. We may
show other total returns for periods of less than one year. We will base total return figures on the actual
historic performance of the subaccounts of Separate Account B, assuming an investment at the beginning
of the period when the separate account first invested in the portfolios, and withdrawal of the investment
at the end of the period, adjusted to reflect the deduction of all applicable portfolio and current contract
charges. We may also show rates of total return on amounts invested at the beginning of the period with
no withdrawal at the end of the period. Total return figures which assume no withdrawals at the end of
the period will reflect all recurring charges. In addition, we may present historic performance data for the
investment portfolios since their inception reduced by some or all of the fees and charges under the
Contract. Such adjusted historic performance includes data that precedes the inception dates of the
subaccounts of Separate Account B. This data is designed to show the performance that would have
resulted if the Contract had been in existence before the separate account began investing in the
portfolios.

Current yield for the Liquid Assets subaccount is based on income received by a hypothetical investment
over a given 7-day period, less expenses accrued, and then “annualized” (i.e., assuming that the 7-day
yield would be received for 52 weeks). We calculate “effective yield” for the Liquid Assets subaccount
in a manner similar to that used to calculate yield, but when annualized, the income earned by the
investment is assumed to be reinvested. The “effective yield” will thus be slightly higher than the “yield”
because of the compounding effect of earnings. We calculate quotations of yield for the remaining
subaccounts on all investment income per accumulation unit earned during a given 30-day period, after
subtracting fees and expenses accrued during the period, assuming the selection of the Option Package III
death benefit and the ING Joint LifePay Plus MGWB optional benefit rider.You should be aware that
there is no guarantee that the Liquid Assets Subaccount will have a positive or level return.

We may compare performance information for a subaccount to: (i) the Standard & Poor’s 500 Stock
Index, Dow Jones Industrial Average, Donoghue Money Market Institutional Averages, or any other
applicable market indices, (ii) other variable annuity separate accounts or other investment products
tracked by Lipper Analytical Services (a widely used independent research firm which ranks mutual funds
and other investment companies), or any other rating service, and (iii) the Consumer Price Index (measure
for inflation) to determine the real rate of return of an investment in the Contract. Our reports and
promotional literature may also contain other information including the ranking of any subaccount based
on rankings of variable annuity separate accounts or other investment products tracked by Lipper
Analytical Services or by similar rating services.

Performance information reflects only the performance of a hypothetical contract and should be
considered in light of other factors, including the investment objective of the investment portfolio and
market conditions. Please keep in mind that past performance is not a guarantee of future results.

Other Information
Registration statements have been filed with the SEC under the Securities Act of 1933, as amended, with
respect to the Contracts discussed in this Statement of Additional Information. Not all of the information
set forth in the registration statements, amendments and exhibits thereto has been included in this
Statement of Additional Information. Statements contained in this Statement of Additional Information
concerning the content of the Contracts and other legal instruments are intended to be summaries. For a
complete statement of the terms of these documents, reference should be made to the instruments filed
with the SEC.

FINANCIAL STATEMENTS OF ING USA ANNUITY AND LIFE INSURANCE COMPANY

The audited financial statements of ING USA Annuity and Life Insurance Company are listed below and
are included in this Statement of Additional Information:

Report ofIndependent Registered Public Accounting Firm
Audited Financial Statements of ING USA Annuity and Life Insurance Company
Income Statements for the years ended December 31, 2006, 2005 and 2004
Balance Sheets as of December 31, 2006 and 2005
Statements of Changes in Shareholder’s Equity for the years ended December 31, 2006, 2005 and
2004
Statements of Cash Flows for the years ended December 31, 2006, 2005 and 2004
Notes to Financial Statements

FINANCIAL STATEMENTS OF SEPARATE ACCOUNT B

The audited financial statements of Separate Account B are listed below and are included in this
Statement of Additional Information:

Report ofIndependent Registered Public Accounting Firm
Audited Financial Statements of ING USA Annuity and Life Insurance Company Separate Account B
Statement of Assets and Liabilities as of December 31, 2006
Statement of Operations for the year ended December 31, 2006
Statements of Changes in Net Assets for the years ended December 31, 2006 and 2005
Notes to Financial Statements

Option

Option

Option

Package I

Package II

Package III

Minimum Initial Payment