Voya Retirement Insurance & Annuity 10-Q 2008 Q2 Quarterly report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________________
FORM 10-Q
(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2008 OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________________ to ____________________
Commission File Number:333-150147, 333-133157, 333-133158, 333-130833, 333-130827
ING LIFE INSURANCE AND ANNUITY COMPANY (Exact name of registrant as specified in its charter)
Connecticut (State or other jurisdiction of incorporation or organization) One Orange Way Windsor, Connecticut (Address of principal executive offices)		71-0294708 (IRS Employer Identification No.) 06095-4774 (Zip Code)
(860) 580-4646 (Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.       Yes     x       No    o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer            o	Accelerated filer           o	Non-accelerated filer     x (Do not check if a smaller reporting company)	Smaller reporting company     o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).        Yes    o       No    x
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 55,000 shares of Common Stock, $50 par value, as of August 11, 2008, are issued and outstanding, all of which were directly owned by Lion Connecticut Holdings Inc.
NOTE: WHEREAS ING LIFE INSURANCE AND ANNUITY COMPANY MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q, THIS FORM IS BEING FILED WITH THE REDUCED DISCLOSURE FORMAT PURSUANT TO GENERAL INSTRUCTION H(2).

1

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Form 10-Q for the period ended June 30, 2008

	INDEX
PART I.	FINANCIAL INFORMATION (UNAUDITED)	PAGE
Item 1.	Financial Statements:
	Condensed Consolidated Statements of Operations	3
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Changes in Shareholder's Equity	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Narrative Analysis of the Results of Operations andFinancial Condition	28
Item 4.	Controls and Procedures	48
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	51
Item 1A.	Risk Factors	51
Item 6.	Exhibits	51
Signature		52
Exhibit Index		53

2

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

PART I.FINANCIAL INFORMATION (UNAUDITED)

Item 1.Financial Statements

Condensed Consolidated Statements of Operations

(Unaudited)

(In millions)

				ThreeMonthsEndedJune30,				SixMonthsEndedJune30,
				2008		2007		2008		2007
Revenues:
	Net investment income		$	275.5	$	257.2	$	536.4	$	521.4
	Fee income			170.5		200.1		341.7		386.8
	Premiums			7.8		12.0		15.1		30.4
	Broker-dealer commission revenue			173.2		124.3		350.5		224.7
	Net realized capital (losses)			(93.0)		(3.2)		(152.9)		(1.7)
	Other income			4.4		4.5		8.0		12.4
Total revenue				538.4		594.9		1,098.8		1,174.0
Benefitsandexpenses:
	Interest credited and other benefits
		to contractowners		91.3		173.5		326.6		354.1
	Operating expenses			173.5		158.8		334.9		310.5
	Broker-dealer commission expense			173.2		124.3		350.5		224.7
	Net amortization of deferred policy acquisition
		costs and value of business acquired		74.8		21.7		159.3		65.1
	Interest expense			0.5		0.8		0.8		3.1
Total benefits and expenses				513.3		479.1		1,172.1		957.5
Income (loss) before income taxes				25.1		115.8		(73.3)		216.5
Income tax (benefit) expense				1.9		33.6		(51.9)		62.1
Net income (loss)			$	23.2	$	82.2	$	(21.4)	$	154.4

The accompanying notes are an integral part of these financial statements.

3

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Condensed Consolidated Balance Sheets

(In millions, except share data)

				Asof		Asof
				June30,		December31,
				2008		2007
				(Unaudited)
Assets
Investments:
	Fixed maturities, available-for-sale, at fair value
		(amortized cost of $14,080.0 at 2008 and $13,374.7 at 2007)	$	13,503.9	$	13,316.3
	Equity securities, available-for-sale, at fair value
		(cost of $412.2 at 2008 and $440.1 at 2007)		387.5		446.4
	Short-term investments			46.1		167.9
	Mortgage loans on real estate			2,056.3		2,089.4
	Policy loans			264.6		273.4
	Limited partnerships/corporations			691.1		636.1
	Other investments			46.6		34.8
	Securities pledged (amortized cost of $1,055.2 at
		2008 and $940.2 at 2007)		1,037.4		934.1
Total investments				18,033.5		17,898.4
Cash and cash equivalents				345.4		252.3
Short-term investments under securities loan agreement,
	including collateral delivered			378.0		202.7
Accrued investment income				183.0		168.3
Receivable for securities sold				26.2		5.6
Reinsurance recoverable				2,545.0		2,594.4
Deferred policy acquisition costs				747.1		728.6
Value of business acquired				1,194.7		1,253.2
Notes receivable from affiliate				175.0		175.0
Due from affiliates				14.4		10.6
Property and equipment				156.0		147.4
Other assets				99.0		112.1
Assets held in separate accounts				44,986.7		48,091.2
Total assets			$	68,884.0	$	71,639.8

The accompanying notes are an integral part of these financial statements.

4

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Condensed Consolidated Balance Sheets

(In millions, except share data)

				Asof		Asof
				June30,		December31,
				2008		2007
				(Unaudited)
LiabilitiesandShareholder'sEquity
Future policy benefits and claims reserves			$	19,029.7	$	18,569.1
Payable for securities purchased				35.8		0.2
Payables under securities loan agreement				332.5		183.9
Notes payable				9.9		9.9
Borrowed money				708.0		738.4
Due to affiliates				125.6		130.7
Notes to affiliate				40.0		-
Current income taxes				12.2		56.8
Deferred income taxes				203.0		275.9
Other liabilities				487.4		542.7
Liabilities related to separate accounts				44,986.7		48,091.2
Total liabilities				65,970.8		68,598.8
Shareholder's equity:
	Common stock (100,000 shares authorized, 55,000
		issued and outstanding; $50 per share value)		2.8		2.8
	Additional paid-in capital			4,160.3		4,159.3
	Accumulated other comprehensive loss			(141.2)		(33.8)
	Retained earnings (deficit)			(1,108.7)		(1,087.3)
Total shareholder's equity				2,913.2		3,041.0
Total liabilities and shareholder's equity			$	68,884.0	$	71,639.8

The accompanying notes are an integral part of these financial statements.

5

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Condensed Consolidated Statements of Changes in Shareholder’s Equity

(Unaudited)

(In millions)

									Accumulated
							Additional		Other		Retained		Total
					Common		Paid-In		Comprehensive		Earnings		Shareholder's
					Stock		Capital		Loss		(Deficit)		Equity
Balance at December 31, 2006					$	2.8	$	4,299.5	$	(14.0)	$	(1,274.6)	$	3,013.7
	Cumulative effect of changes in accounting principles					-		-		-		(31.1)		(31.1)
Balance at January 1, 2007						2.8		4,299.5		(14.0)		(1,305.7)		2,982.6
	Comprehensive income:
		Net income				-		-		-		154.4		154.4
		Other comprehensive loss, net of tax:
			Change in net unrealized capital gains
				(losses) on securities ($(37.7) pretax)
				including tax valuation allowance of $(63.2)		-		-		(87.7)		-		(87.7)
			Pension liability ($(0.6) pretax)			-		-		(0.5)		-		(0.5)
	Total comprehensive income													66.2
	Employee share-based payments					-		3.6		-		-		3.6
Balance at June 30, 2007 (Restated)					$	2.8	$	4,303.1	$	(102.2)	$	(1,151.3)	$	3,052.4
Balance at December 31, 2007					$	2.8	$	4,159.3	$	(33.8)	$	(1,087.3)	$	3,041.0
	Comprehensive loss:
		Net loss				-		-		-		(21.4)		(21.4)
		Other comprehensive loss, net of tax:
			Change in net unrealized capital gains (losses)
				on securities ($(175.0) pretax), including
				tax valuation allowance of $6.4		-		-		(107.4)		-		(107.4)
	Total comprehensive loss													(128.8)
	Employee share-based payments					-		1.0		-		-		1.0
Balance at June 30, 2008					$	2.8	$	4,160.3	$	(141.2)	$	(1,108.7)	$	2,913.2

The accompanying notes are an integral part of these financial statements.

6

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In millions)

				SixMonthsEndedJune30,
				2008		2007
Net cash provided by operating activities			$	365.6	$	442.5
Cash Flows from Investing Activities:
	Proceeds from the sale, maturity, disposal or redemption of:
		Fixed maturities, available-for-sale		5,191.5		5,422.9
		Equity securities, available-for-sale		319.4		87.5
		Mortgage loans on real estate		58.0		71.3
	Acquisition of:
		Fixed maturities, available-for-sale		(6,151.6)		(4,499.4)
		Equity securities, available-for-sale		(311.8)		(180.1)
		Mortgage loans on real estate		(27.0)		(170.3)
	Policy loans, net			8.8		(0.8)
	Derivatives, net			(6.0)		6.0
	Limited partnerships, net			(49.3)		(104.1)
	Short-term investments, net			122.6		(7.4)
	Collateral delivered			(26.7)		-
	Other investments, net			0.1		(1.4)
	Purchases of fixed assets, net			(18.4)		(44.6)
Net cash (used in) provided by investing activities				(890.4)		579.6
Cash Flows from Financing Activities:
	Deposits received for investment contracts			1,716.4		741.1
	Maturities and withdrawals from investment contracts			(1,108.1)		(1,790.3)
	Short-term loans from affiliates			40.0		20.0
	Short-term borrowings (repayments)			(30.4)		(107.1)
	Notes payable			-		9.9
Net cash provided by (used in) financing activities				617.9		(1,126.4)
Net increase (decrease) in cash and cash equivalents				93.1		(104.3)
Cash and cash equivalents, beginning of period				252.3		311.2
Cash and cash equivalents, end of period			$	345.4	$	206.9

The accompanying notes are an integral part of these financial statements.

7

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

 

1. Organization and Significant Accounting Policies

Basis of Presentation

ING Life Insurance and Annuity Company (“ILIAC”) is a stock life insurance company domiciled in the state of Connecticut. ILIAC and its wholly-owned subsidiaries (collectively, the “Company”) are providers of financial products and services in the United States. ILIAC is authorized to conduct its insurance business in all states and in the District of Columbia.

The condensed consolidated financial statements for the three and six months ended June 30, 2008, include ILIAC and its wholly-owned subsidiaries, ING Financial Advisers, LLC (“IFA”) and Directed Services LLC (“DSL”). For the three and six months ended June 30, 2007, ILIAC’s wholly-owned subsidiaries also included Northfield Windsor LLC (“NWL”). ILIAC is a direct, wholly-owned subsidiary of Lion Connecticut Holdings Inc. (“Lion” or “Parent”), which is an indirect, wholly-owned subsidiary of ING Groep N.V. (“ING”). ING is a global financial services holding company based in The Netherlands, with American Depository Shares listed on the New York Stock Exchange under the symbol “ING.”

On May 11, 2006, ILIAC organized NWL as a wholly-owned subsidiary for the purpose of purchasing, constructing, developing, leasing, and managing a new corporate office facility to be located at One Orange Way, Windsor, Connecticut, that would serve as the principal executive office of ILIAC and as corporate offices for other Hartford based operations of the Company and its affiliates (the “Windsor Property”). Effective October 1, 2007, the principal executive office of ILIAC was changed to One Orange Way, Windsor, Connecticut.

On October 31, 2007, ILIAC’s subsidiary, NWL merged with and into ILIAC. As of the merger date, NWL ceased to exist, and ILIAC became the surviving corporation. The merger did not have an impact on ILIAC’s condensed consolidated results of operations and financial position, as NWL was a wholly-owned subsidiary and already included in the condensed consolidated financial statements for all periods presented since its formation.

The condensed consolidated financial statements and notes as of June 30, 2008, and for the three and six months ended June 30, 2008 and 2007, have been prepared in accordance with accounting principles generally accepted in the United States ("US GAAP") and are unaudited.

The condensed consolidated financial statements reflect all adjustments (consisting only of normal, recurring accruals) which are, in the opinion of management, necessary for the fair presentation of the consolidated financial position, results of operations, and cash flows, for the interim periods. These condensed consolidated financial statements and notes should be read in conjunction with the consolidated financial statements and related notes as presented in the Company’s 2007 Annual Report on Form 10-K. The results of operations for the interim periods may not be considered indicative of results to be expected for the full year.

8

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Description of Business

The Company offers qualified and nonqualified annuity contracts that include a variety of funding and payout options for individuals and employer-sponsored retirement plans qualified under Internal Revenue Code Sections 401, 403, 408, and 457, as well as nonqualified deferred compensation plans. The Company’s products are offered primarily to individuals, pension plans, small businesses, and employer-sponsored groups in the health care, government, and education markets (collectively “not-for-profit” organizations) and corporate markets. The Company’s products are generally distributed through pension professionals, independent agents and brokers, third party administrators, banks, dedicated career agents, and financial planners.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from reported results using those estimates.

Reclassifications

Certain reclassifications have been made to prior year financial information to conform to the current year classifications.

9

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Significant Accounting Policies

For a description of significant accounting policies, see the Organization and Significant Accounting Policies footnote to the Consolidated Financial Statements included in the Company’s 2007 Annual Report on Form 10-K. There have been no material changes to the Company’s significant accounting policies since the filing of the Company’s 2007 Annual Report on Form 10-K, except as noted in the Recently Adopted Accounting Standards footnote.

2. Recently Adopted Accounting Standards

Fair Value Measurements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“FAS”) No. 157, “Fair Value Measurements” (“FAS No. 157”). FAS No. 157 provides guidance for using fair value to measure assets and liabilities whenever other standards require (or permit) assets or liabilities to be measured at fair value. FAS No. 157 does not expand the use of fair value to any new circumstances.

Under FAS No. 157, the FASB clarifies the principle that fair value should be based on the assumptions market participants would use when pricing the asset or liability. In support of this principle, FAS No. 157 establishes a fair value hierarchy that prioritizes the information used to develop such assumptions. The fair value hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data. FAS No. 157 also requires separate disclosure of fair value measurements by level within the hierarchy and expanded disclosure of the effect on earnings for items measured using unobservable data.

FAS No. 157 was adopted by the Company on January 1, 2008. As a result of implementing FAS No. 157, the Company recognized $1.7, before tax, as an increase to Net income on the date of adoption related to the fair value measurements of the reserves for product guarantees. The impact of implementation was included in Interest credited and other benefits to contractholders on the Condensed Consolidated Statements of Operations. The Company recognized no other adjustments to its financial statements related to the adoption of FAS No. 157, and new disclosures are included in the Financial Instruments footnote.

The Fair Value Option for Financial Assets and Financial Liabilities

In February 2007, the FASB issued FAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“FAS No. 159”), which allows a company to make an irrevocable election, on specific election dates, to measure eligible items at fair value with unrealized gains and losses recognized in earnings at each subsequent reporting date. The election to measure an item at fair value may be determined on an instrument by instrument basis, with certain exceptions. If the fair value option is elected, any upfront costs and fees related to the item will be recognized in earnings as incurred. Items eligible for the fair value option include:

10

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

§ Certain recognized financial assets and liabilities;

§ Rights and obligations under certain insurance contracts that are not financial instruments;

§ Host financial instruments resulting from the separation of an embedded nonfinancial derivative instrument from a nonfinancial hybrid instrument; and

§ Certain commitments.

FAS No. 159 was adopted by the Company on January 1, 2008. In implementing FAS No. 159, the Company elected not to take the fair value option for any eligible assets or liabilities in existence on January 1, 2008.

Offsetting of Amounts Related to Certain Contracts

On April 30, 2007, the FASB issued a Staff Position on FASB Interpretation No. 39, “Offsetting of Amounts Related to Certain Contracts” (“FSP FIN 39-1”), which permits a reporting entity to offset fair value amounts recognized for the right to reclaim or the obligation to return cash collateral against fair value amounts recognized for derivative instruments under master netting arrangements. FSP FIN 39-1 had no effect on the financial condition, results of operations, or cash flows upon adoption by the Company on January 1, 2008, as it is the Company’s accounting policy not to offset such fair value amounts.

Accounting for Uncertainty in Income Taxes

In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”), which creates a single model to address the accounting for the uncertainty in income tax positions recognized in a company’s financial statements. FIN 48 prescribes a recognition threshold and measurement criteria that must be satisfied to recognize a financial statement benefit of tax positions taken, or expected to be taken, on an income tax return. Additionally, FIN 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

FIN 48 was adopted by the Company on January 1, 2007. As a result of implementing FIN 48, the Company recognized a cumulative effect of change in accounting principle of $2.9 as a reduction to January 1, 2007 Retained earnings (deficit).

11

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection with Modifications or Exchanges of Insurance Contracts

In September 2005, the American Institute of Certified Public Accountants ("AICPA") issued Statement of Position ("SOP") 05-1, “Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection with Modifications or Exchanges of Insurance Contracts” (“SOP 05-1”), which states that when an internal replacement transaction results in a substantially changed contract, the unamortized deferred acquisition costs, unearned revenue liabilities, and deferred sales inducement assets, related to the replaced contract should not be deferred in connection with the new contract. Contract modifications that meet various conditions defined by SOP 05-1 and result in a new contract that is substantially unchanged from the replaced contract, however, should be accounted for as a continuation of the replaced contract.

SOP 05-1 defines an internal replacement as a modification in product benefits, features, rights, or coverage that occurs by the exchange of a contract for a new contract, by amendment, endorsement, or rider, to a contract, or by the election of a feature or coverage within a contract. SOP 05-1 applies to internal replacements made primarily to contracts defined by FAS No. 60, “Accounting and Reporting by Insurance Enterprises” (“FAS No. 60”), as short-duration and long-duration insurance contracts, and by FAS No. 97, “Accounting and Reporting by Insurance Enterprises for Certain Long-Duration Contracts and for Realized Gains and Losses from the Sale of Investments” (“FAS No. 97”), as investment contracts.

SOP 05-1 was adopted by the Company on January 1, 2007, and is effective for internal replacements occurring on or after that date. As a result of implementing SOP 05-1, the Company recognized a cumulative effect of change in accounting principle of $43.4, before tax, or $28.2, net of $15.2 of income taxes, as a reduction to January 1, 2007 Retained earnings (deficit). In addition, the Company revised its accounting policy on the amortization of deferred policy acquisition costs ("DAC") and value of business acquired ("VOBA") to include internal replacements.

3. New Accounting Pronouncements

Disclosures about Derivative Instruments and Hedging Activities

In March 2008, the FASB issued FAS No. 161, “Disclosures about Derivatives Instruments and Hedging Activities” (“FAS No. 161”), which requires enhanced disclosures about objectives and strategies for using derivatives, fair value amounts of and gains and losses on derivative instruments, and credit-risk-related contingent features in derivative agreements, including:

12

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

§ How and why derivative instruments are used;

§ How derivative instruments and related hedged items are accounted for under FAS No. 133, “Accounting for Derivative Instruments and Hedging Activities (“FAS No. 133”), and its related interpretations; and

§ How derivative instruments and related hedged items affect an entity’s financial statements.

The provisions of FAS No. 161 are effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. As the pronouncement only pertains to additional disclosures, the Company has determined the adoption of FAS No. 161 for its derivative instruments will have no financial statement impact. In addition, the Company’s derivatives are generally not accounted for using hedge accounting treatment under FAS No. 133, as the Company has not historically sought hedge accounting treatment.

Business Combinations

In December 2007, the FASB issued FAS No. 141 (revised 2007), “Business Combinations” (“FAS No. 141R”), which replaces FAS No. 141, “Business Combinations,” as issued in 2001. FAS No. 141R requires most identifiable assets, liabilities, noncontrolling interest, and goodwill, acquired in a business combination to be recorded at full fair value as of the acquisition date, even for acquisitions achieved in stages. In addition, the statement requires:

§ Acquisition-related costs to be recognized separately and generally expensed;

§ Non-obligatory restructuring costs to be recognized separately when the liability is incurred;

§ Contractual contingencies acquired to be recorded at acquisition-date fair values;

§ A bargain purchase, which occurs when the fair value of net assets acquired exceeds the consideration transferred plus any non-controlling interest in the acquiree, to be recognized as a gain; and

§ The nature and financial effects of the business combination to be disclosed.

FAS No. 141R also amends or eliminates various other authoritative literature.

The provisions of FAS No. 141R are effective for fiscal years beginning on or after December 15, 2008 for all business combinations occurring on or after that date. As such, this standard will impact any Company acquisitions that occur on or after January 1, 2009. Also, the Company will consider transition costs related to any acquisitions that may occur prior to January 1, 2009.

13

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

4. Financial Instruments

Fair Value Measurements

FAS No. 157 defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value, and enhances disclosure requirements for fair value measurements.

Fair Value Hierarchy

The Company has categorized its financial instruments into a three level hierarchy based on the priority of the inputs to the valuation technique.

The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the fair value measurement of the instrument.

Financial assets and liabilities recorded at fair value on the Condensed Consolidated Balance Sheets are categorized as follows:

§ Level 1 - Unadjusted quoted prices for identical assets or liabilities in an active market.

§ Level 2 - Quoted prices in markets that are not active or inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 inputs include the following:

a) Quoted prices for similar assets or liabilities in active markets;

b) Quoted prices for identical or similar assets or liabilities in non-active markets;

c) Inputs other than quoted market prices that are observable; and

d) Inputs that are derived principally from or corroborated by observable market data through correlation or other means.

§ Level 3 - Prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These valuations, whether derived internally or obtained from a third party, use critical assumptions that are not widely available to estimate market participant expectations in valuing the asset or liability.

14

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The following table presents the Company’s hierarchy for its assets and liabilities measured at fair value on a recurring basis as of June 30, 2008.

				Level1		Level2		Level3(1)		Total
Assets:
	Fixed maturities, available-for-sale, including
		securities pledged	$	91.1	$	12,841.6	$	1,608.6	$	14,541.3
	Equity securities, available-for-sale			387.5		-		-		387.5
	Other investments (primarily derivatives)			-		46.6		-		46.6
	Cash and cash equivalents, short-term
		investments, and short-term investments
		under securities loan agreement		769.5		-		-		769.5
	Assets held in separate accounts			39,320.5		5,666.2		-		44,986.7
Total			$	40,568.6	$	18,554.4	$	1,608.6	$	60,731.6
Liabilities:
	Product guarantees		$	-	$	-	$	72.7	$	72.7
	Other liabilities (primarily derivatives)			-		254.7		-		254.7
Total			$	-	$	254.7	$	72.7	$	327.4
(1)	Level 3 net assets and liabilities accounted for 2.5% of total net assets and liabilities measured at fair value on a recurring
	basis.  Excluding separate accounts assets for which the policyholder bears the risk, the Level 3 net assets and liabilities
	in relation to total net assets and liabilities measured at fair value on a recurring basis totaled 10.0%.

The following valuation methods and assumptions were used by the Company in estimating the fair value of the following financial instruments:

Fixed maturities, available-for-sale: The fair values for the actively traded marketable bonds are determined based upon the quoted market prices or dealer quotes. The fair values for marketable bonds without an active market are obtained through several commercial pricing services, which provide the estimated fair values. Fair values of privately placed bonds are determined using a matrix-based pricing model. The model considers the current level of risk-free interest rates, current corporate spreads, the credit quality of the issuer, and cash flow characteristics of the security. Also considered are factors such as the net worth of the borrower, the value of collateral, the capital structure of the borrower, the presence of guarantees, and the Company’s evaluation of the borrower’s ability to compete in their relevant market. Using this data, the model generates estimated market values which the Company considers reflective of the fair value of each privately placed bond.

15

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Equity securities, available-for-sale: Fair values of these securities are based upon quoted market price.

Cash and cash equivalents, Short-term investments, and Short-term investments under securities loan agreement: The carrying amounts for cash reflect the assets’ fair values. The fair values for cash equivalents and short-term investments are determined based on quoted market prices.

Assets held in separate accounts: Assets held in separate accounts are reported at the quoted fair values of the underlying investments in the separate accounts. Mutual funds, short-term investments and cash are included in Level 1. Bonds are included in Level 2.

Other financial instruments reported as assets and liabilities: The carrying amounts for these financial instruments (primarily derivatives) reflect the fair value of the assets and liabilities. Derivatives are carried at fair value (on the Condensed Consolidated Balance Sheets), which is determined using the Company’s derivative accounting system in conjunction with key financial data from third party sources or through values established by third party brokers.

Product guarantees: The Company records reserves for product guarantees, which can be either assets or liabilities, for annuity contracts containing guaranteed credited rates in accordance with FAS No. 133. The guarantee is treated as an embedded derivative or a stand-alone derivative (depending on the underlying product) and is required to be reported at fair value. The fair value of the obligation is calculated based on the income approach as described in FAS No. 157. The income associated with the contracts is projected using relevant actuarial and capital market assumptions, including benefits and related contract charges, over the anticipated life of the related contracts. The cash flow estimates are produced by using stochastic techniques under a variety of risk neutral scenarios and other best estimate assumptions. Explicit risk margins in the actuarial assumptions underlying valuations are included, as well as an explicit recognition of all non-performance risks as required by FAS No. 157. See also Note 12 for a discussion of a calculation error associated with reserves for such product guarantees, which was identified in the Company’s previously issued unaudited interim financial statements for the three months ended March 31, 2008 and resulted in a mistatement of amounts.

16

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The following tables summarize the changes in fair value of the Company’s Level 3 assets and liabilities for the three and six months ended June 30, 2008.

				Fixed			Product
				Maturities			Guarantees
Balance at March 31, 2008 (Restated)			$	1,803.0		$	(146.0)
	Capital gains (losses):
		Net realized capital gains		-	(1)		74.2	(3)
		Net unrealized capital (losses) gains(2)		(86.2)			-
	Total net realized and unrealized capital (losses) gains			(86.2)			74.2
		Purchases, sales, issuances, and settlements, net		(108.2)			(0.9)
		Transfer in (out) of Level 3		-			-
Balance at June 30, 2008			$	1,608.6		$	(72.7)
Balance at January 1, 2008			$	1,737.6		$	(76.4)
	Capital gains (losses):
		Net realized capital gains (losses)		0.3	(1)		5.5	(3)
		Net unrealized capital (losses) gains(2)		(44.7)			-
	Total net realized and unrealized capital losses			(44.4)			5.5
		Purchases, sales, issuances, and settlements, net		(84.6)			(1.8)
		Transfer in (out) of Level 3		-			-
Balance at June 30, 2008			$	1,608.6		$	(72.7)
(1)	This amount is included in Net realized capital gains (losses) on the Condensed Statements of Operations.
(2)	The amounts in this line are included in Accumulated other comprehensive income (loss) on the Condensed Balance Sheets.
(3)	This amount is included in Interest credited and other benefits to contractowners on the Condensed Statements of
	Operations. All gains and losses on Level 3 liabilities are classified as realized gains (losses) for the purpose of this
	disclosure because it is impracticable to track realized and unrealized gains (losses) separately on a contract-by-contract basis.

For the three months ended June 30, 2008, the value of the liability declined due to changes in contract terms, decreased interest rate volatility and increased interest rates. The results for the six months ended June 30, 2008 were impacted by increases in the liability during the first quarter of 2008 due to increased credit spreads, increased interest rate volatility and decreased interest rates, partially offset by model refinements. For the six months, these liability increases were more than offset by the second quarter liability decreases previously discussed.

17

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

5. Investments

Other-Than-Temporary Impairments

The following tables identify the Company’s other-than-temporary impairments by type for the three and six months ended June 30, 2008 and 2007.

		ThreeMonthsEndedJune30,
		2008			2007
			No.of			No.of
		Impairment	Securities		Impairment	Securities
U.S. corporate	$	18.3	34	$	0.5	5
Foreign(1)		5.1	8		9.6	33
Residential mortgage-backed		19.6	12		1.7	9
Other asset-backed		13.5	12		1.1	3
Limited partnerships		1.1	1		-	-
Equity securities		3.7	2		-	-
Mortgage loans on real estate		2.4	1		-	-
Total	$	63.7	70	$	12.9	50
(1) Primarily U.S. dollar denominated.

		SixMonthsEndedJune30,
		2008			2007
			No.of			No.of
		Impairment	Securities		Impairment	Securities
U.S. corporate	$	36.5	75	$	9.5	30
Foreign(1)		15.2	27		11.1	35
Residential mortgage-backed		33.4	21		2.3	16
Other asset-backed		20.9	22		1.1	3
Limited partnerships		1.1	1		-	-
Equity securities		3.7	2		-	-
Mortgage loans on real estate		2.4	1		-	-
Total	$	113.2	149	$	24.0	84
(1) Primarily U.S. dollar denominated.

The above schedules include $51.8 and $74.0 for the three and six months ended June 30, 2008, respectively, and $2.4 and $3.0 for the three and six months ended June 30, 2007, respectively, in other-than-temporary write-downs related to the analysis of credit risk, the possibility of significant prepayment risk, and severity and duration of unrealized losses. The remaining write-downs are related to investments that the Company does not have the intent to retain for a period of time sufficient to allow for recovery in fair value.

18

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The following tables summarize these write-downs by type for the three and six months ended June 30, 2008 and 2007.

		ThreeMonthsEndedJune30,
		2008			2007
			No.of			No.of
		Impairment	Securities		Impairment	Securities
U.S. corporate	$	8.9	32	$	0.5	5
Foreign(1)		3.0	6		9.6	33
Other asset-backed		-	-		0.4	2
Total	$	11.9	38	$	10.5	40
(1) Primarily U.S. dollar denominated.

		SixMonthsEndedJune30,
		2008			2007
			No.of			No.of
		Impairment	Securities		Impairment	Securities
U.S. corporate	$	24.3	64	$	9.5	30
Foreign(1)		13.1	25		11.1	35
Residential mortgage-backed		1.8	1		-	-
Other asset-backed		-	-		0.4	2
Total	$	39.2	90	$	21.0	67
(1) Primarily U.S. dollar denominated.

The remaining fair value of fixed maturities with other-than-temporary impairments as of June 30, 2008 and 2007 was $1,177.4 and $1,195.6, respectively.

The Company may sell securities during the period in which fair value has declined below amortized cost for fixed maturities or cost for equity securities. In certain situations, new factors, including changes in the business environment, can change the Company’s previous intent to continue holding a security.

19

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

6. Deferred Policy Acquisition Costs and Value of Business Acquired

Activity within DAC was as follows for the six months ended June 30, 2008 and 2007.

				2008		2007
Balance at January 1			$	728.6	$	622.6
	Deferrals of commissions and expenses			91.7		70.3
	Amortization:
		Amortization		(101.0)		(37.1)
		Interest accrued at 5% to 7%		24.8		21.4
	Net amortization included in Condensed Consolidated
		Statements of Operations		(76.2)		(15.7)
	Change in unrealized capital (gains) losses on
		available-for-sale securities		3.0		0.9
	Implementation of SOP 05-1			-		(6.0)
Balance at June 30			$	747.1	$	672.1

Activity within VOBA was as follows for the six months ended June 30, 2008 and 2007.

				2008		2007
Balance at January 1			$	1,253.2	$	1,340.2
	Deferrals of commissions and expenses			17.3		20.3
	Amortization:
		Amortization		(122.6)		(92.1)
		Interest accrued at 5% to 7%		39.5		42.7
	Net amortization included in Condensed Consolidated
		Statements of Operations		(83.1)		(49.4)
	Change in unrealized capital (gains) losses on
		available-for-sale securities		7.3		2.8
	Implementation of SOP 05-1			-		(37.4)
Balance at June 30			$	1,194.7	$	1,276.5

During the six months ended June 30, 2008, the Company recognized an increase in amortization of DAC and VOBA of $66.0 due to the unlocking resulting from the revisions of certain assumptions used in the estimation of gross profits and unfavorable equity market performance. No material unlocking occurred during the six months ended June 30, 2007.

20

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

7. Capital Contributions and Dividends

During the six months ended June 30, 2008 and 2007, ILIAC did not receive any capital contributions from its Parent.

During the six months ended June 30, 2008 and 2007, ILIAC did not pay any dividends on its common stock to its Parent.

8. Income Taxes

The Company’s effective tax rates for the three months ended June 30, 2008 and 2007 were 7.6% and 29.0%, respectively. The effective tax rates for the six months ended June 30, 2008 and 2007 were (70.8)% and 28.7%, respectively. The effective rates differ from the expected rate primarily due to the following items:

	ThreemonthsendedJune30,
	2008	2007
Statutory rate	35.0%	35.0%
Dividend received deduction	(28.7)%	(6.8)%
Other	1.3%	0.8%
Effective rate at June 30	7.6%	29.0%
	SixmonthsendedJune30,
	2008	2007
Statutory rate	(35.0)%	35.0%
Dividend received deduction	(19.7)%	(7.3)%
IRS Audit Settlement	(13.6)%	-
Other	(2.5)%	1.0%
Effective rate at June 30	(70.8)%	28.7%

Temporary Differences

Valuation allowances are provided when it is considered unlikely that deferred tax assets will be realized. The Company had no valuation allowance as of June 30, 2008. As of December 31, 2007, the Company had a $6.4 valuation allowance related to unrealized capital losses on investments, which is included in Accumulated other comprehensive income (loss).

21

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Unrecognized Tax Benefits

In first quarter 2008, the Internal Revenue Service (“IRS”) finalized the audit of tax years 2002 and 2003. The IRS is currently examining tax years 2004, 2005 and 2006. In addition, the Company and the IRS have agreed to enter the Compliance Assurance Program (“CAP”) for tax year 2008. The Company is under audit by New York for years 1995 through 2000. It is reasonably possible that the aforementioned New York state audits may be settled within the next twelve months. It is reasonably possible that the unrecognized tax benefit on uncertain tax positions related to the New York state tax audit will decrease by up to $11.4. The timing of the settlement and any potential future payment of the remaining $21.8 cannot be reliably estimated.

A reconciliation of the change in unrecognized income tax benefits for the first half of 2008 is as follows:

Balance at December 31, 2007	$	47.4
Additions for tax positions related to current year		1.4
Additions for tax positions related to prior year		2.1
Reductions for tax positions related to prior years		(9.9)
Reductions for settlement with taxing authorities		(7.8)
Balance at June 30, 2008	$	33.2

The Company had $42.6 of unrecognized tax benefits as of December 31, 2007 and $34.1 of unrecognized tax benefits as of June 30, 2008 that would affect the Company’s effective tax rate if recognized.

Interest and Penalties

The Company recognizes accrued interest and penalties related to unrecognized tax benefits in Current income taxes and Income tax expense on the Condensed Consolidated Balance Sheets and Condensed Consolidated Statement of Operations, respectively. The Company had accrued interest of $16.9 as of December 31, 2007 and $13.5 as of June 30, 2008. The decrease in accrued interest primarily relates to the settlement of the 2002 and 2003 IRS audit.

9. Financing Agreements

Reciprocal Loan Agreement

ILIAC maintains a reciprocal loan agreement with ING America Insurance Holdings, Inc. (“ING AIH”), an affiliate, to facilitate the handling of unanticipated short-term cash requirements that arise in the ordinary course of business. Under this agreement, which

22

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

became effective in June 2001 and expires on April 1, 2011, either party can borrow from the other up to 3% of ILIAC’s statutory admitted assets as of the preceding December 31. Interest on any ILIAC borrowing is charged at the rate of ING AIH’s cost of funds for the interest period, plus 0.15%. Interest on any ING AIH borrowings is charged at a rate based on the prevailing interest rate of U.S. commercial paper available for purchase with a similar duration.

Under this agreement, ILIAC incurred interest expense of $0.2 for the three and six months ended June 30, 2008, respectively, and $0.4 and $2.4 for the three and six months ended June 30, 2007, respectively. The Company earned interest income of $0.4 and $1.1 for the three and six months ended June 30, 2008, respectively, and $0.1 and $0.3 for the three and six months ended June 30, 2007, respectively. Interest expense and income are included in Interest expense and Net investment income, respectively, on the Condensed Consolidated Statements of Operations. As of June 30, 2008, the Company had a $40.0 payable due to ING AIH under this agreement, and no amounts outstanding as of December 31, 2007.

For information on the Company’s additional financing agreements, see the Financing Agreements footnote to the Consolidated Financial Statements included in the Company’s 2007 Annual Report on Form 10-K.

10. Commitments and Contingent Liabilities

Commitments

Through the normal course of investment operations, the Company commits to either purchase or sell securities, commercial mortgage loans, or money market instruments, at a specified future date and at a specified price or yield. The inability of counterparties to honor these commitments may result in either a higher or lower replacement cost. Also, there is likely to be a change in the value of the securities underlying the commitments.

At June 30, 2008, the Company had off-balance sheet commitments to purchase investments equal to their fair value of $433.0, $252.1 of which was with related parties. At December 31, 2007, the Company had off-balance sheet commitments to purchase investments equal to their fair value of $357.8, $226.6 of which was with related parties. During the three and six months ended June 30, 2008, $23.0 and $43.9, respectively, were funded to related parties under these commitments.

23

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Financial Guarantees

The Company owns a 3-year credit-linked note arrangement, whereby the Company will reimburse the guaranteed party upon payment default of the referenced obligation. Upon such default, the Company reimburses the guaranteed party for the loss under the reference obligation, and the Company receives that reference obligation in settlement. The Company can then seek recovery of any losses under the agreement by sale or collection of the received reference obligation. As of June 30, 2008, the maximum liability of the Company under the guarantee was $30.0.

Cash Collateral

Under the terms of the Company’s Over-The-Counter Derivative International Swaps and Derivatives Association, Inc. Agreements (“ISDA Agreements”), the Company may receive from, or deliver to, counterparties, collateral to assure that all terms of the ISDA Agreements will be met with regard to the Credit Support Annex (“CSA”). The terms of the CSA call for the Company to pay interest on any cash received equal to the Federal Funds rate. As of June 30, 2008 and December 31, 2007, the Company delivered $45.5 and $18.8, respectively, of cash collateral, which was included in Short-term investments under securities loan agreement, including collateral delivered, on the Condensed Consolidated Balance Sheets.

Litigation

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

Regulatory Matters

As with many financial services companies, the Company and its affiliates have received informal and formal requests for information from various state and federal governmental agencies and self-regulatory organizations in connection with inquiries and investigations of the products and practices of the financial services industry. In each case, the Company and its affiliates have been and are providing full cooperation. For information on the focus of such regulatory inquiries and the actions undertaken by ING

24

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

in connection therewith, see the Other Regulatory Matters section of the Commitments and Contingent Liabilities footnote to the Consolidated Financial Statements included in the Company’s 2007 Annual Report on Form 10-K.

11. Accumulated Other Comprehensive Income (Loss)

Shareholder’s equity included the following components of Accumulated other comprehensive income (loss) as of June 30, 2008 and 2007.

			2008		2007
Net unrealized capital gains (losses):
	Fixed maturities, available-for-sale	$	(593.9)	$	(261.8)
	Equity securities, available-for-sale		(24.7)		11.4
	DAC/VOBA adjustment on available-for-sale securities		18.1		7.6
	Sales inducements adjustment on available-for-sale securities		0.8		0.2
	Premium deficiency reserve adjustment		-		(11.9)
	Other investments		(0.1)		(0.3)
	Less: allocation to experience-rated contracts		(390.3)		(210.3)
Unrealized capital losses, before tax			(209.5)		(44.5)
Deferred income tax asset			73.3		15.6
Deferred tax asset valuation allowance			-		(63.2)
Net unrealized capital losses			(136.2)		(92.1)
Pension liability, net of tax			(5.0)		(10.1)
Accumulated other comprehensive loss		$	(141.2)	$	(102.2)

Net unrealized capital losses allocated to experience-rated contracts of $390.3 and $210.3 as of June 30, 2008 and 2007, respectively, are reflected on the Condensed Consolidated Balance Sheets in Future policy benefits and claims reserves and are not included in Shareholder’s equity.

Changes in Accumulated other comprehensive income (loss), net of DAC, VOBA, and tax (excluding the tax valuation allowance), related to changes in unrealized capital gains (losses) on securities, including securities pledged and excluding those related to experience-rated contracts, were as follows for the six months ended June 30, 2008 and 2007.

			2008		2007
Net unrealized capital holding gains (losses) arising
	during the period(1)	$	(190.2)	$	(48.7)
Less: reclassification adjustment for gains (losses) and other
	items included in Net income(2)		(76.4)		(24.2)
Net change in unrealized capital gains (losses) on securities		$	(113.8)	$	(24.5)

 

25

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

⁽¹⁾ Pretax net unrealized capital holding gains (losses) arising during the period were $(292.5) and $(75.0) for the six months ended June 30, 2008 and 2007, respectively.

⁽²⁾ Pretax reclassification adjustments for gains (losses) and other items included in Net income (loss) were $(117.5) and $(37.3) for the six months ended June 30, 2008 and 2007, respectively.

 

12. Restatement of Previously Issued Financial Statements and Changes to Prior Years Presentation

Product Guarantees Calculation Error

In the course of determining the required fair value of the reserves for product guarantees for annuity contracts containing guaranteed credited rates for the three months ended March 31, 2008, an error was made in the calculation of the fair value of reserves for such product guarantees. The error was identified by the Company in the course of a review by the Company of its product guarantee reserves valuation methodology undertaken during the preparation of the Company’s unaudited condensed consolidated financial statements for the three and six months ended June 30, 2008. The Company has restated its previously issued unaudited interim financial statements for the three months ended March 31, 2008. The effect of the restatement on these prior period interim financial statements for the three months ended March 31, 2008 is as follows:

Condensed Consolidated Statement of Operations

			Previously
			Reported		Adjustment		Restated
Interest credited and other benefits
	to contractowners	$	195.9	$	39.4	$	235.3
Net amortization of deferred policy acquisition
	costs and value of business acquired		94.9		(10.4)		84.5
Total benefits and expenses			629.8		29.0		658.8
(Loss) income before income taxes			(69.4)		(29.0)		(98.4)
Income tax (benefit) expense			(43.7)		(10.1)		(53.8)
Net (loss) income			(25.7)		(18.9)		(44.6)

26

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Condensed Consolidated Balance Sheets

		Previously
		Reported		Adjustment		Restated
Deferred policy acquisition costs	$	747.6	$	3.5	$	751.1
Value of business acquired		1,199.2		6.9		1,206.1
Total assets		69,173.0		10.4		69,183.4
Future policy benefits and claims reserves		18,830.9		39.4		18,870.3
Deferred income taxes		182.0		(10.1)		171.9
Total liabilities		66,253.4		29.3		66,282.7
Retained earnings (deficit)		(1,113.0)		(18.9)		(1,131.9)
Total shareholder's equity		2,919.6		(18.9)		2,900.7
Total liabilities and shareholder's equity		69,173.0		10.4		69,183.4

Net Liabilities Error

In the fourth quarter of 2007, the Company identified $43.1 in unreconciled net liabilities before taxes. While the correction of this error was not material to the prior period financial statements, correction of the error through the income statement would have been material to the 2007 Statement of Operations. In accordance with the guidance provided in SEC Staff Accounting Bulletin (“SAB”) Topic IN, “Financial Statements - Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”), the Company restated the prior period financial statements to correct this error by adjusting January 1, 2005 Retained earnings. The effect of the restatement on the interim prior period financial statements is as follows:

			Previously
			Reported		Adjustment		Restated
June30,2007
	Retained earnings (net of tax)	$	(1,179.3)	$	28.0	$	(1,151.3)
	Total shareholder's equity (net of tax)		3,024.4		28.0		3,052.4

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Item 2. Management’s Narrative Analysis of the Results of Operations and Financial Condition

(Dollar amounts in millions, unless otherwise stated)

Overview

The following narrative analysis presents a review of the consolidated results of operations of ING Life Insurance and Annuity Company (“ILIAC”) and its wholly-owned subsidiaries (collectively, the “Company”) for each of the three and six months ended June 30, 2008 and 2007, and financial condition as of June 30, 2008 and December 31, 2007. This item should be read in its entirety and in conjunction with the condensed consolidated financial statements and related notes, which can be found under Part I, Item 1. contained herein, as well as the “Management’s Narrative Analysis of the Results of Operations and Financial Condition” section contained in the Company’s 2007 Annual Report on Form 10-K.

Forward-Looking Information/Risk Factors

In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, the Company cautions readers regarding certain forward-looking statements contained in this report and in any other statements made by, or on behalf of, the Company, whether or not in future filings with the Securities Exchange Commission (“SEC”). Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results, or other developments. Statements using verbs such as “expect,” “anticipate,” “believe,” or words of similar import, generally involve forward-looking statements. Without limiting the foregoing, forward-looking statements include statements that represent the Company’s beliefs concerning future levels of sales and redemptions of the Company’s products, investment spreads and yields, or the earnings and profitability of the Company’s activities.

Forward-looking statements are necessarily based on estimates and assumptions that are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond the Company’s control and many of which are subject to change. These uncertainties and contingencies could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, the Company. Whether or not actual results differ materially from forward-looking statements may depend on numerous foreseeable and unforeseeable developments, including, but not limited to the following:

(1) Equity market volatility could negatively impact profitability and financial condition;

(2) Changes in interest rates could have a negative impact on profitability and financial condition;

(3) The Company’s investment portfolio is subject to risks that may reduce the value of invested assets and adversely affect sales, profitability, and investment returns credited to contractowners;

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(4) Changes in underwriting and actual experience could materially affect profitability;

(5) A downgrade in the Company’s ratings may negatively affect profitability and financial condition;

(6) The Company’s results of operations and financial condition may be adversely affected by general economic and business conditions or adverse capital market conditions that are less favorable than anticipated;

(7) Competition could negatively affect the ability to maintain or increase profitability;

(8) Changes in federal income tax law or interpretations of existing tax law could affect profitability and financial condition by making some products less attractive to contractowners and increasing tax costs of contractowners or the Company;

(9) Litigation may adversely affect profitability and financial condition;

(10) Changes in regulation in the United States and recent regulatory investigations may reduce profitability;

(11) The Company’s products are subject to extensive regulation and failure to meet any of the complex product requirements may reduce profitability;

(12) A failure of the Company’s operating systems or a compromise of security with respect to operating systems or portable electronic devices could adversely affect the Company’s results of operations and financial condition;

(13) The occurrence of natural or man-made disasters may adversely affect the Company’s results of operations and financial condition; and

(14) The occurrence of unidentified or unanticipated risks could negatively affect the Company’s business or result in losses.

Investors are also directed to consider the risks and uncertainties discussed in this Item 2. and in Item 1A. of Part II contained herein, as well as in other documents filed by the Company with the SEC. Except as may be required by the federal securities laws, the Company disclaims any obligation to update forward-looking information.

Basis of Presentation

ILIAC is a stock insurance company domiciled in the state of Connecticut. ILIAC and its wholly-owned subsidiaries are providers of financial products and services in the United States. ILIAC is authorized to conduct its insurance business in all states and in the District of Columbia.

ILIAC is a direct, wholly-owned subsidiary of Lion Connecticut Holdings Inc. (“Lion” or “Parent”), which is an indirect, wholly-owned subsidiary of ING Groep N.V. (“ING”). ING is a global financial services holding company based in The Netherlands, with American Depository Shares listed on the New York Stock Exchange under the symbol “ING”.

The Company has one operating segment.

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Critical Accounting Policies

There have been no material changes to the Company’s critical accounting policies since the filing of the Company’s 2007 Annual Report on Form 10-K.

Results of Operations

Overview

Products offered by the Company include qualified and nonqualified annuity contracts that include a variety of funding and payout options for individuals and employer-sponsored retirement plans qualified under Internal Revenue Code Sections 401, 403, 408, and 457, as well as nonqualified deferred compensation plans.

The Company derives its revenue mainly from (a) fee income generated from separate account assets supporting variable options under variable annuity contract investments, as designated by contractowners, (b) investment income earned on assets supporting fixed assets under management (“AUM”), mainly generated from annuity products with fixed investment options, and (c) certain other fees. The Company’s benefits and expenses primarily consist of (a) interest credited and other benefits to contractowners, (b) amortization of deferred policy acquisition costs (“DAC”) and value of business acquired (“VOBA”), (c) expenses related to the selling and servicing of the various products offered by the Company, and (d) other general business expenses. In addition, the Company collects broker-dealer commissions through its subsidiary Directed Services LLC (“DSL”), which are, in turn, paid to broker-dealers and expensed.

Economic Analysis

The current economic environment presents challenges for the Company and the insurance industry. The Company’s sales and financial results continue to be affected by economic trends.

Equity market performance affects the Company, as fee revenue from variable AUM is generally affected by equity market performance. In addition, variable product demand often mirrors consumer demand for equity market investments. Poor equity market performance during the first half of 2008 unfavorably impacted AUM related to variable annuity products.

The changing market interest rate environment during the first half of 2008 resulted in a substantial increase in unrealized and realized losses in 2008, as compared to the same period for 2007.

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Results of Operations

The Company’s results of operations for the three and six months ended June 30, 2008, and changes therein, were impacted by higher realized capital losses and unfavorable product experience driven by poor equity market performance and lower variable AUM.

				ThreeMonthsEndedJune30,				$Increase	%Increase
				2008		2007		(Decrease)	(Decrease)
Revenues:
	Net investment income		$	275.5	$	257.2	$	18.3	7.1%
	Fee income			170.5		200.1		(29.6)	(14.8)%
	Premiums			7.8		12.0		(4.2)	(35.0)%
	Broker-dealer commission revenue			173.2		124.3		48.9	39.3%
	Net realized capital losses			(93.0)		(3.2)		(89.8)	NM
	Other income			4.4		4.5		(0.1)	(2.2)%
Total revenue				538.4		594.9		(56.5)	(9.5)%
Benefitsandexpenses:
	Interest credited and other
		benefits to contractowners		91.3		173.5		(82.2)	(47.4)%
	Operating expenses			173.5		158.8		14.7	9.3%
	Broker-dealer commission expense			173.2		124.3		48.9	39.3%
	Net amortization of deferred policy
		acquisition costs and value
		of business acquired		74.8		21.7		53.1	NM
	Interest expense			0.5		0.8		(0.3)	(37.5)%
Total benefits and expenses				513.3		479.1		34.2	7.1%
Income before income taxes				25.1		115.8		(90.7)	(78.3)%
Income tax (benefit) expense				1.9		33.6		(31.7)	(94.3)%
Net income			$	23.2	$	82.2	$	(59.0)	(71.8)%
Effective tax rate				7.6%		29.0%
NM - Not meaningful.

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				SixMonthsEndedJune30,				$Increase	%Increase
				2008		2007		(Decrease)	(Decrease)
Revenues:
	Net investment income		$	536.4	$	521.4	$	15.0	2.9%
	Fee income			341.7		386.8		(45.1)	(11.7)%
	Premiums			15.1		30.4		(15.3)	(50.3)%
	Broker-dealer commission revenue			350.5		224.7		125.8	56.0%
	Net realized capital losses			(152.9)		(1.7)		(151.2)	NM
	Other income			8.0		12.4		(4.4)	(35.5)%
Total revenue				1,098.8		1,174.0		(75.2)	(6.4)%
Benefitsandexpenses:
	Interest credited and other
		benefits to contractowners		326.6		354.1		(27.5)	(7.8)%
	Operating expenses			334.9		310.5		24.4	7.9%
	Broker-dealer commission expense			350.5		224.7		125.8	56.0%
	Net amortization of deferred policy
		acquisition costs and value
		of business acquired		159.3		65.1		94.2	144.7%
	Interest expense			0.8		3.1		(2.3)	(74.2)%
Total benefits and expenses				1,172.1		957.5		214.6	22.4%
Income (loss) before income taxes				(73.3)		216.5		(289.8)	(133.9)%
Income tax (benefit) expense				(51.9)		62.1		(114.0)	(183.6)%
Net (loss) income			$	(21.4)	$	154.4	$	(175.8)	(113.9)%
Effective tax rate				(70.8)%		28.7%
NM - Not meaningful.

Revenues

Total revenue decreased for the three and six months ended June 30, 2008, primarily reflecting higher Net realized capital losses and decreases in Fee income and Premiums, partially offset by increases in Net investment income.

The increase in Net realized capital losses for the three and six months ended June 30, 2008, was primarily due to higher asset impairments and higher losses on derivatives, primarily interest rate swaps, driven by the decline of LIBOR rates.

Fee income decreased for the three and six months ended June 30, 2008, as average variable AUM decreased, driven by lower equity markets.

The decrease in Premiums three and six months ended June 30, 2008, was due to decline in annuitizations of retirement products driven by unfavorable market conditions. Changes of this type have no impact on earnings since the decline is entirely offset by a corresponding change in reserves reflected in Interest credited and other benefits to contractowners.

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The increase in Net investment income for the three and six months ended June 30, 2008, was due to higher yields. In addition, the increase for the six months ended June 30, 2008, was partially offset by lower average fixed AUM.

Benefits and Expenses

Total benefits and expenses increased for the three and six months ended June 30, 2008, primarily due to increases in Net amortization of DAC and VOBA and Operating expenses, partially offset by a decrease in Interest credited and other benefits to contractowners.

The Net amortization of DAC and VOBA increased for the three and six months ended June 30, 2008, reflecting $66.0 of unlocking resulting from the revisions of certain assumptions used in the estimation of gross profits and unfavorable equity market performance.

Operating expenses for the three and six months ended June 30, 2008 increased due to higher nondeferrable commissions, information technology projects and other overhead costs, as well as an increase in investment advisory fees on annuity products.

Interest credited and other benefits to contractowners decreased for the three and six months ended June 30, 2008. The decrease for the second quarter was due to the decrease in product guarantee reserves driven by changes in contract terms. The decline for the first half of 2008 was due to lower average fixed AUM. The decreases for both periods were partially offset by slightly higher crediting rates due to the changes in product mix selected by contractowners.

Income Taxes

Income tax expense decreased for the six months ended June 30, 2008, primarily due to the audit settlement with the Internal Revenue Service (“IRS”) during the first quarter of 2008, dividends received deduction and lower income before taxes. For the three months ended June 30, 2008, the decrease was driven by the dividends received deduction and lower income before taxes.

Outlook

On July 1, 2008, the Company's Parent acquired 100% of CitiStreet LLC, a leading retirement plan and benefit service and administration company in the U.S. defined contribution marketplace. Company management is currently working on the integration of the CitiStreet retirement services businesses with those of the Company and its other ING affiliates. Such integration initiatives are expected to provide significant operational and information technology efficiencies for ING's U.S. retirement services businesses, including the Company, and may result in the Company taking charges in future quarters related to operational and information technology redundancies.

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Financial Condition

Investments

Investment Strategy

The Company’s investment strategy focuses on diversification by asset class. The Company seeks to achieve economic diversification, while reducing overall credit risk and liquidity risks. In addition, the Company seeks to mitigate the impact of cash flow variability from embedded options within certain investment products, such as prepayment options, interest rate options embedded in collateralized mortgage obligations, and call options embedded in corporate bonds. The investment management function is centralized under ING Investment Management LLC, an affiliate, pursuant to an investment advisory agreement. Separate portfolios are established for groups of products with similar liability characteristics within the Company.

Fair Value Measurements

The fair values of certain assets and liabilities are determined using prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement (i.e., Level 3 as defined by Statement of Financial Accounting Standards (“FAS”) No. 157, “Fair Value Measurements” (“FAS No. 157”)). These valuations, whether derived internally or obtained from a third party, use critical assumptions that are not widely available to estimate market participant expectations in valuing the asset or liability. In light of the methodologies employed to obtain the fair value of financial assets and liabilities classified as Level 3, additional information is presented in Note 4 to the Condensed Consolidated Financial Statements (Unaudited) included in Part I, Item 1, contained herein, with particular attention addressed to the reserves for product guarantees due to the impact on the Company’s results of operations.

Portfolio Composition

The following table presents the investment portfolio at June 30, 2008 and December 31, 2007.

			2008			2007
			CarryingValue	%		CarryingValue	%
Fixed maturities, available-for-sale,
	including securities pledged	$	14,541.3	80.6%	$	14,250.4	79.6%
Equity securities, available-for-sale			387.5	2.1%		446.4	2.5%
Mortgage loans on real estate			2,056.3	11.4%		2,089.4	11.7%
Policy loans			264.6	1.5%		273.4	1.5%
Other investments			783.8	4.4%		838.8	4.7%
Total investments		$	18,033.5	100.0%	$	17,898.4	100.0%

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Fixed Maturities

Fixed maturities, available-for-sale, were as follows as of June 30, 2008.

						Gross		Gross
						Unrealized		Unrealized
				Amortized		Capital		Capital		Fair
				Cost		Gains		Losses		Value
Fixed maturities:
	U.S. Treasuries		$	91.0	$	0.7	$	0.5	$	91.2
	U.S. government agencies and authorities			212.3		2.9		-		215.2
	State, municipalities, and political subdivisions			79.3		0.6		4.6		75.3
	U.S. corporate securities:
		Public utilities		998.7		5.3		31.7		972.3
		Other corporate securities		4,508.2		33.7		169.8		4,372.1
	Total U.S. corporate securities			5,506.9		39.0		201.5		5,344.4
	Foreign securities(1):
		Government		448.7		10.0		13.7		445.0
		Other		2,168.7		23.2		79.0		2,112.9
	Total foreign securities			2,617.4		33.2		92.7		2,557.9
	Residential mortgage-backed securities			3,884.7		89.2		220.6		3,753.3
	Commercial mortgage-backed securities			1,876.7		1.4		170.1		1,708.0
	Other asset-backed securities			866.9		6.8		77.7		796.0
	Total fixed maturities, including securities pledged			15,135.2		173.8		767.7		14,541.3
	Less: securities pledged			1,055.2		5.1		22.9		1,037.4
Total fixed maturities			$	14,080.0	$	168.7	$	744.8	$	13,503.9
(1)	Primarily U.S. dollar denominated.

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Fixed maturities, available-for-sale, were as follows as of December 31, 2007.

						Gross		Gross
						Unrealized		Unrealized
				Amortized		Capital		Capital		Fair
				Cost		Gains		Losses		Value
Fixed maturities:
	U.S. Treasuries		$	11.2	$	0.7	$	-	$	11.9
	U.S. government agencies and authorities			0.6		-		-		0.6
	State, municipalities, and political subdivisions			66.1		0.1		2.2		64.0
	U.S. corporate securities:
		Public utilities		1,049.1		10.8		15.6		1,044.3
		Other corporate securities		3,855.1		46.1		65.2		3,836.0
	Total U.S. corporate securities			4,904.2		56.9		80.8		4,880.3
	Foreign securities(1):
		Government		379.3		17.1		6.6		389.8
		Other		1,955.8		29.9		40.3		1,945.4
	Total foreign securities			2,335.1		47.0		46.9		2,335.2
	Residential mortgage-backed securities			4,146.1		101.8		63.5		4,184.4
	Commercial mortgage-backed securities			1,927.3		10.7		52.3		1,885.7
	Other asset-backed securities			924.3		5.5		41.5		888.3
	Total fixed maturities, including securities pledged			14,314.9		222.7		287.2		14,250.4
	Less: securities pledged			940.2		8.0		14.1		934.1
Total fixed maturities			$	13,374.7	$	214.7	$	273.1	$	13,316.3
(1) Primarily U.S. dollar denominated.

It is management’s objective that the portfolio of fixed maturities be of high quality and be well diversified by market sector. The fixed maturities in the Company’s portfolio are generally rated by external rating agencies and, if not externally rated, are rated by the Company on a basis believed to be similar to that used by the rating agencies. The average quality rating of the Company’s fixed maturities portfolio was AA- as of June 30, 2008 and December 31, 2007. Ratings are calculated using a rating hierarchy that considers Standard & Poor’s, Moody’s Investor’s Service, Inc., and internal ratings.

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Total fixed maturities, including securities pledged to creditors, by quality rating category were as follows as of June 31, 2008 and December 31, 2007.

		2008			2007
		Fair	%of		Fair	%of
		Value	Total		Value	Total
AAA	$	6,093.9	41.9%	$	6,446.7	45.3%
AA		1,175.0	8.1%		956.4	6.7%
A		2,676.1	18.4%		2,114.4	14.8%
BBB		3,841.9	26.4%		3,932.9	27.6%
BB		546.2	3.8%		591.0	4.1%
B and below		208.2	1.4%		209.0	1.5%
Total	$	14,541.3	100.0%	$	14,250.4	100.0%

94.8% and 94.4% of fixed maturities were invested in securities rated BBB and above (Investment Grade) as of June 30, 2008 and December 31, 2007, respectively.

Fixed maturities rated BB and below (Below Investment Grade) may have speculative characteristics, and changes in economic conditions or other circumstances are more likely to lead to a weakened capacity of the issuer to make principal and interest payments than is the case with higher rated fixed maturities.

Total fixed maturities by market sector, including securities pledged to creditors, were as follows at June 30, 2008 and December 31, 2007.

		2008			2007
		Fair	%of		Fair	%of
		Value	Total		Value	Total
U.S. Treasuries	$	91.2	0.6%	$	11.9	0.1%
U.S. government agencies and authorities		215.2	1.5%		0.6	0.0%
U.S. corporate, states, and municipalities		5,419.7	37.3%		4,944.3	34.7%
Foreign		2,557.9	17.6%		2,335.2	16.4%
Residential mortgage-backed		3,753.3	25.8%		4,184.4	29.4%
Commercial mortgage-backed		1,708.0	11.7%		1,885.7	13.2%
Other asset-backed		796.0	5.5%		888.3	6.2%
Total	$	14,541.3	100.0%	$	14,250.4	100.0%

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The amortized cost and fair value of fixed maturities, excluding securities pledged, as of June 30, 2008, are shown below by contractual maturity. Actual maturities may differ from contractual maturities as securities may be restructured, called, or prepaid.

			Amortized		Fair
			Cost		Value
Due to mature:
	One year or less	$	256.5		256.4
	After one year through five years		2,897.4		2,876.3
	After five years through ten years		3,394.2		3,290.7
	After ten years		1,958.8		1,860.6
	Mortgage-backed securities		5,761.4		5,461.3
	Other asset-backed securities		866.9		796.0
Less: securities pledged to creditors			1,055.2		1,037.4
Fixed maturities, excluding securities pledged to creditors		$	14,080.0	$	13,503.9

Subprime and Alt-A Mortgage Exposure

Since the third quarter of 2007, credit markets have become more turbulent amid concerns about subprime and Alt-A mortgages and collateralized debt obligations (“CDOs”). This in turn has resulted in a general widening of credit spreads, reduced price transparency, reduced liquidity, increased rating agency downgrades and increased volatility across certain markets.

To date, this market disruption has had a limited impact on the Company, which does not originate or purchase subprime or Alt-A whole-loan mortgages. Subprime lending is the origination of loans to customers with weaker credit profiles. The Company defines Alt-A Loans to include residential mortgage loans to customers who have strong credit profiles but lack some element(s), such as documentation to substantiate income. Commencing in the fourth quarter of 2007, the Company expanded its definition of Alt-A loans to include residential mortgage loans to borrowers that would otherwise be classified as prime but whose loan structure provides repayment options to the borrower that increase the risk of default. Further, during the fourth quarter, the industry coalesced around classifying any securities backed by residential mortgage collateral not clearly identifiable as prime or subprime into the Alt-A category, and the Company is following that lead. The following summarizes the Company’s exposure to subprime and Alt-A mortgages as of June 30, 2008 and December 31, 2007.

The Company’s exposure to subprime mortgages was primarily in the form of asset-backed securities (“ABS”) structures collateralized by subprime residential mortgages, and the majority of these holdings were included in other asset-backed securities in the fixed maturities by market sector table above. As of June 30, 2008, the fair value and gross unrealized losses related to the Company’s exposure to subprime mortgages were $322.0 and $62.3, respectively, representing 2.2% of total fixed maturities. As of December 31, 2007, the fair value and gross unrealized losses related to the Company’s exposure to subprime mortgages were $410.2 and $32.9, respectively, representing 2.9% of total fixed maturities.

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The following tables summarize the Company’s exposure to subprime mortgage-backed holdings by credit quality and vintage year as of June 30, 2008 and December 31, 2007:

2008				2007
%ofTotalSubprime				%ofTotalSubprime
Mortgage-backed				Mortgage-backed
Securities		Vintage		Securities		Vintage
AAA	65.9%	2007	24.2%	AAA	68.9%	2007	35.7%
AA	27.6%	2006	24.0%	AA	26.6%	2006	14.8%
A	4.0%	2005 and prior	51.8%	A	4.2%	2005 and prior	49.5%
BBB	2.3%		100.0%	BBB	0.2%		100.0%
BB and below	0.2%			BB and below	0.1%
	100.0%				100.0%

The Company’s exposure to Alt-A mortgages was included in residential mortgage-backed securities in the fixed maturities by market sector table above. As of June 30, 2008, the fair value and gross unrealized losses aggregated to $1.1 billion and $148.7, respectively, representing 7.2% of total fixed maturities. As of December 31, 2007, the fair value and gross unrealized losses related to the Company’s exposure to Alt-A mortgages were $1.3 billion and $38.1, respectively, representing 8.9% of total fixed maturities.

The following tables summarize the Company’s exposure to Alt-A mortgage-backed holdings by credit quality and vintage year as of June 30, 2008 and December 31, 2007:

2008				2007
%ofTotalAlt-A				%ofTotalAlt-A
Mortgage-backed				Mortgage-backed
Securities		Vintage		Securities		Vintage
AAA	99.8%	2007	13.8%	AAA	99.9%	2007	28.4%
AA	0.2%	2006	29.4%	AA	0.1%	2006	12.9%
	100.0%	2005 and prior	56.8%		100.0%	2005 and prior	58.7%
			100.0%				100.0%

39

Commercial Mortgage-backed and Other Asset-backed Securities

While the delinquency rates on commercial mortgages have been stable in recent years, commercial real estate rents and property values have recently become more volatile. In addition, there are growing concerns with consumer loans as a result of the current economic environment, which includes lower family income and higher unemployment rates.

As of June 30, 2008 and December 31, 2007, the fair value of the Company’s commercial mortgage-backed securities (“CMBS”) totaled $1.7 billion and $1.9 billion, respectively, and other ABS, excluding subprime exposure, totaled $477.0 and $512.8, respectively. CMBS investments represent pools of commercial mortgages that are broadly diversified across property types and geographical areas.

As of June 30, 2008, the other ABS was also broadly diversified both by type and issuer with credit card receivables, automobile receivables, public utility, and collateralized loan obligations comprising 35.8%, 17.7%, 19.2% and 12.8%, respectively, of total other ABS, excluding subprime exposure. As of December 31, 2007, the other ABS was broadly diversified by both type and issuer with credit card receivables, automobile receivables, public utility, and collateralized loan obligations comprising 34.5%, 18.8%, 17.6%, and 13.3%, respectively, of total other ABS, excluding subprime exposure.

The following tables summarize the Company’s exposure to CMBS holdings, excluding subprime exposure, by credit quality and vintage year as of June 30, 2008 and December 31, 2007:

2008				2007
%ofTotalCMBS		Vintage		%ofTotalCMBS		Vintage
AAA	86.6%	2008	0.3%	AAA	84.1%	2007	25.4%
AA	7.8%	2007	22.5%	AA	9.3%	2006	11.5%
A	5.3%	2006	21.2%	A	6.4%	2005 and prior	63.1%
BBB	0.3%	2005 and prior	56.0%	BBB	0.2%		100.0%
	100.0%		100.0%		100.0%

The following tables summarize the Company’s exposure to Other ABS holdings by credit quality and vintage year as of June 30, 2008 and December 31, 2007:

2008				2007
% of Total Other ABS		Vintage		% of Total Other ABS		Vintage
AAA	57.3%	2008	1.8%	AAA	60.1%	2007	26.2%
AA	16.0%	2007	16.9%	AA	5.8%	2006	12.9%
A	11.7%	2006	24.2%	A	16.8%	2005 and prior	60.9%
BBB	14.9%	2005 and prior	57.1%	BBB	16.7%		100.0%
BB and below	0.1%		100.0%	BB and below	0.6%
	100.0%				100.0%

40

Mortgage Loans on Real Estate

Mortgage loans on real estate, primarily commercial mortgage loans, totaled $2,056.3 and $2,089.4 as of June 30, 2008 and December 31, 2007, respectively. These loans are reported at amortized cost, less impairment write-downs. If the value of any mortgage loan is determined to be impaired (i.e., when it is probable that the Company will be unable to collect on all amounts due according to the contractual terms of the loan agreement), the carrying value of the mortgage loan is reduced to either the present value of expected cash flows from the loan, discounted at the loan’s effective interest rate, or fair value of the collateral. If the loan is in foreclosure, the carrying value is reduced to the fair value of the underlying collateral, net of estimated costs to obtain and sell. As of June 30, 2008 and December 31, 2007, the Company had no allowance for mortgage loan credit losses. The properties collateralizing mortgage loans are geographically dispersed throughout the United States, with the largest concentration of 17.4% and 16.8% of properties in California as of June 30, 2008 and December 31, 2007, respectively.

Unrealized Capital Losses

Unrealized capital losses in fixed maturities, including securities pledged to creditors, for Investment Grade (“IG”) and Below Investment Grade (“BIG”) securities by duration were as follows as of June 30, 2008 and December 31, 2007.

			2008						2007
				%ofIG			%ofIG			%ofIG			%ofIG
			IG	andBIG		BIG	andBIG		IG	andBIG	BIG		andBIG
Less than six months
	below amortized cost	$	210.3	27.4%	$	9.3	1.2%	$	44.8	15.7%	$	4.1	1.4%
More than six months
	and less than twelve
	months below
	amortized cost		136.6	17.8%		4.6	0.6%		119.5	41.6%		11.8	4.1%
More than twelve months
	below amortized cost		391.9	51.0%		15.0	2.0%		102.0	35.5%		5.0	1.7%
Total unrealized capital loss		$	738.8	96.2%	$	28.9	3.8%	$	266.3	92.8%	$	20.9	7.2%

Unrealized capital losses in fixed maturities as of June 30, 2008 and December 31, 2007, were primarily caused by interest rate movement or spread widening to mortgage and other asset-backed securities. Mortgage and other asset-backed securities include U.S. government-backed securities, principal protected securities, and structured securities, which did not have an adverse change in cash flows. The following tables summarize the unrealized capital losses by duration and reason, along with the fair value of fixed maturities, including securities pledged to creditors, in unrealized capital loss positions as of June 30, 2008 and December 31, 2007.

41

					MoreThan
			LessThan		SixMonths		MoreThan
			SixMonths		andlessthan		TwelveMonths
			Below		TwelveMonths		Below
			Amortized		Below		Amortized
2008			Cost		AmortizedCost		Cost		Total
Interest rate or spread widening		$	126.9	$	33.4	$	139.0	$	299.3
Mortgage and other asset-backed
	securities		92.7		107.8		267.9		468.4
Total unrealized capital loss		$	219.6	$	141.2	$	406.9	$	767.7
Fair value		$	5,904.6	$	1,343.8	$	2,994.2	$	10,242.6
2007
Interest rate or spread widening		$	18.8	$	62.3	$	48.8	$	129.9
Mortgage and other asset-backed
	securities		30.1		69.0		58.2		157.3
Total unrealized capital loss		$	48.9	$	131.3	$	107.0	$	287.2
Fair value		$	2,256.2	$	2,217.7	$	3,612.1	$	8,086.0

Unrealized capital losses in fixed maturities, including securities pledged to creditors, by market sector and duration were as follows as of June 30, 2008 and December 31, 2007.

				MoreThan
		LessThan		SixMonths		MoreThan
		SixMonths		andLessThan		TwelveMonths		Total
		Below		TwelveMonths		Below		Unrealized
		Amortized		Below		Amortized		Capital
		Cost		AmortizedCost		Cost		Loss
2008
U.S. treasury	$	0.5	$	-	$	-	$	0.5
U.S. corporate, state, and municipalities		100.9		19.1		86.1		206.1
Foreign		25.5		14.3		52.9		92.7
Residential mortgage-backed		76.6		42.2		101.8		220.6
Commercial mortgage-backed		10.2		39.8		120.1		170.1
Other asset-backed		5.9		25.8		46.0		77.7
Total unrealized capital loss	$	219.6	$	141.2	$	406.9	$	767.7
2007
U.S. corporate, state, and municipalities	$	10.7	$	40.7	$	31.6	$	83.0
Foreign		8.1		21.6		17.2		46.9
Residential mortgage-backed		17.3		18.2		28.0		63.5
Commercial mortgage-backed		4.2	��	33.4		14.7		52.3
Other asset-backed		8.6		17.4		15.5		41.5
Total unrealized capital loss	$	48.9	$	131.3	$	107.0	$	287.2

42

Of the unrealized capital losses aged more than twelve months, the average market value of the related fixed maturities was 87.4% of the average book value as of June 30, 2008. In addition, this category includes 585 securities, which have an average quality rating of AA-. No other-than-temporary impairment loss was considered necessary for these fixed maturities as of June 30, 2008.

Other-Than-Temporary Impairments

The Company analyzes the general account investments to determine whether there has been an other-than-temporary decline in fair value below the amortized cost basis. Management considers the length of time and the extent to which the fair value has been less than amortized cost, the issuer’s financial condition and near-term prospects, future economic conditions and market forecasts, interest rate changes, and the Company’s intent to retain the investment for a period of time sufficient to allow for recovery in fair value. If it is probable that all amounts due according to the contractual terms of an investment will not be collected, an other-than-temporary impairment is considered to have occurred.

In addition, the Company invests in asset-backed securities. Determination of the required impairment is based on the analysis discussed in the preceding paragraph, as well as credit risk and the possibility of significant prepayment risk that restricts the Company’s ability to recover the investment. An impairment is recognized if the fair value of the security is less than book value and there has been an adverse change in cash flow since the last remeasurement date.

When a decline in fair value is determined to be other-than-temporary, the individual security is written down to fair value, and the loss is recorded in Net realized capital gains (losses).

The following tables identify the Company’s other-than-temporary impairments by type for the three and six months ended June 30, 2008 and 2007.

		ThreeMonthsEndedJune30,
		2008			2007
			No.of			No.of
		Impairment	Securities		Impairment	Securities
U.S. corporate	$	18.3	34	$	0.5	5
Foreign		5.1	8		9.6	33
Residential mortgage-backed		19.6	12		1.7	9
Other asset-backed		13.5	12		1.1	3
Limited partnerships		1.1	1		-	-
Equity securities		3.7	2		-	-
Mortgage loans on real estate		2.4	1		-	-
Total	$	63.7	70	$	12.9	50

43

		SixMonthsEndedJune30,
		2008			2007
			No.of			No.of
		Impairment	Securities		Impairment	Securities
U.S. corporate	$	36.5	75	$	9.5	30
Foreign		15.2	27		11.1	35
Residential mortgage-backed		33.4	21		2.3	16
Other asset-backed		20.9	22		1.1	3
Limited partnerships		1.1	1		-	-
Equity securities		3.7	2		-	-
Mortgage loans on real estate		2.4	1		-	-
Total	$	113.2	149	$	24.0	84

The above schedules include $51.8 and $74.0 for the three and six months ended June 30, 2008, respectively, and $2.4 and $3.0 for the three and six months ended June 30, 2007, respectively, in other-than-temporary write-downs related to the analysis of credit risk, the possibility of significant prepayment risk, and severity and duration of unrealized losses. The remaining write-downs are related to investments that the Company does not have the intent to retain for a period of time sufficient to allow for recovery in fair value. The following tables summarize these write-downs by type for the three and six months ended June 30, 2008 and 2007.

		ThreeMonthsEndedJune30,
		2008			2007
			No.of			No.of
		Impairment	Securities		Impairment	Securities
U.S. corporate	$	8.9	32	$	0.5	5
Foreign		3.0	6		9.6	33
Other asset-backed		-	-		0.4	2
Total	$	11.9	38	$	10.5	40
		SixMonthsEndedJune30,
		2008			2007
			No.of			No.of
		Impairment	Securities		Impairment	Securities
U.S. corporate	$	24.3	64	$	9.5	30
Foreign		13.1	25		11.1	35
Residential mortgage-backed		1.8	1		-	-
Other asset-backed		-	-		0.4	2
Total	$	39.2	90	$	21.0	67

The Company may sell securities during the period in which fair value has declined below amortized cost for fixed maturities or cost for equity securities. In certain situations new factors, including changes in the business environment, can change the Company’s previous intent to continue holding a security.

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Net Realized Capital Gains (Losses)

Net realized capital gains (losses) are comprised of the difference between the amortized cost of investments and proceeds from sale and redemption, as well as losses incurred due to other-than-temporary impairment of investments and changes in fair value of derivatives. The cost of the investments on disposal is determined based on specific identification of securities. Net realized capital gains (losses) on investments were as follows for the three and six months ended June 30, 2008 and 2007.

		ThreeMonthsEndedJune30,
		2008		2007
Fixed maturities, available-for-sale	$	(97.3)	$	(42.1)
Equity securities, available-for-sale		(3.3)		3.1
Derivatives		23.2		18.6
Other investments		(2.8)		0.1
Less: allocation to experience-rated contracts		12.8		(17.1)
Net realized capital losses	$	(93.0)	$	(3.2)
After-tax net realized capital losses	$	(60.5)	$	(2.1)
		SixMonthsEndedJune30,
		2008		2007
Fixed maturities, available-for-sale	$	(98.1)	$	(59.2)
Equity securities, available-for-sale		(5.1)		7.6
Derivatives		(81.8)		1.7
Other investments		(3.0)		-
Less: allocation to experience-rated contracts		(35.1)		(48.2)
Net realized capital losses	$	(152.9)	$	(1.7)
After-tax net realized capital losses	$	(99.4)	$	(1.1)

The increase in Net realized capital losses for the three and six months ended June 30, 2008, was primarily due to higher asset impairments and higher losses on derivatives, primarily interest rate swaps, driven by the decline of LIBOR rates.

Net realized capital losses allocated to experience-rated contracts were deducted from Net realized capital losses and an offsetting amount was reflected in Future policy benefits and claim reserves on the Condensed Consolidated Balance Sheets. Net unamortized realized capital gains allocated to experience-rated contractowners were $14.5 and $53.8 at June 30, 2008 and December 31, 2007, respectively.

45

Liquidity and Capital Resources

Liquidity is the ability of the Company to generate sufficient cash flows to meet the cash requirements of operating, investing, and financing activities.

Sources and Uses of Liquidity

The Company’s principal sources of liquidity are product charges, investment income, proceeds from the maturity and sale of investments, and capital contributions. Primary uses of these funds are payments of commissions and operating expenses, interest credits, investment purchases, and contract maturities, withdrawals, and surrenders.

The Company’s liquidity position is managed by maintaining adequate levels of liquid assets, such as cash, cash equivalents, and short-term investments. Asset/liability management is integrated into many aspects of the Company’s operations, including investment decisions, product development, and determination of crediting rates. As part of the risk management process, different economic scenarios are modeled, including cash flow testing required for insurance regulatory purposes, to determine that existing assets are adequate to meet projected liability cash flows. Key variables in the modeling process include interest rates, anticipated contractowner behavior, and variable separate account performance. Contractowners bear the investment risk related to variable annuity products, subject, in limited cases, to certain minimum guaranteed rates.

The fixed account liabilities are supported by a general account portfolio, principally composed of fixed rate investments with matching duration characteristics that can generate predictable, steady rates of return. The portfolio management strategy for the fixed account considers the assets available-for-sale. This strategy enables the Company to respond to changes in market interest rates, prepayment risk, relative values of asset sectors and individual securities and loans, credit quality outlook, and other relevant factors. The objective of portfolio management is to maximize returns, taking into account interest rate and credit risk, as well as other risks. The Company’s asset/liability management discipline includes strategies to minimize exposure to loss as interest rates and economic and market conditions change.

Liquidity and Capital Reserves

Additional sources of liquidity include borrowing facilities to meet short-term cash requirements that arise in the ordinary course of business. ILIAC maintains the following agreements:

§ A reciprocal loan agreement with ING America Insurance Holdings, Inc. (“ING AIH”), an affiliate, whereby either party can borrow from the other up to 3.0% of ILIAC’s statutory admitted assets as of the prior December 31. As of June 30, 2008, the Company had a $40.0 payable due to ING AIH and no amounts due to or due from ING AIH as of December 31, 2007.

46

§ A $100.0 uncommitted, perpetual revolving note facility with the Bank of New York. As of June 30, 2008 and December 31, 2007, ILIAC had no amounts outstanding under the revolving note facility.

§ A $75.0 uncommitted line-of-credit agreement with PNC Bank. Borrowings are guaranteed by ING AIH, with maximum aggregate borrowings outstanding at anytime to ING AIH and its affiliates of $75.0. As of June 30, 2008 and December 31, 2007, ILIAC had no amounts outstanding under the line-of-credit agreement.

§ A $100.0 uncommitted line-of-credit agreement with Svenska Handelsbanken AB (Publ.), effective June 2, 2006. Borrowings are guaranteed by ING AIH, with maximum aggregate borrowings outstanding at anytime to ING AIH and its affiliates of $100.0. As of June 30, 2008 and December 31, 2007, ILIAC had no amounts outstanding under the line-of-credit agreement.

Management believes that these sources of liquidity are adequate to meet the Company’s short-term cash obligations.

Capital Contributions and Dividends

During the six months ended June 30, 2008 and 2007, ILIAC did not receive any capital contributions from its Parent.

During the six months ended June 30, 2008 and 2007, ILIAC did not pay any dividends on its common stock to its Parent.

Financial Guarantees

The Company owns a 3-year credit-linked note arrangement, whereby the Company will reimburse the guaranteed party upon payment default of the referenced obligation. Upon such default, the Company reimburses the guaranteed party for the loss under the reference obligation, and the Company receives that reference obligation in settlement. The Company can then seek recovery of any losses under the agreement by sale or collection of the received reference obligation. As of June 30, 2008, the maximum liability of the Company under the guarantee was $30.0.

Cash Collateral

Under the terms of the Company’s Over-The-Counter Derivative International Swaps and Derivatives Association, Inc. Agreements (“ISDA Agreements”), the Company may receive from, or deliver to, counterparties, collateral to assure that all terms of the ISDA Agreements will be met with regard to the Credit Support Annex (“CSA”). The terms of the CSA call for the Company to pay interest on any cash received equal to the Federal Funds rate. As of June 30, 2008 and December 31, 2007, the Company delivered $45.5 and $18.8, respectively, of cash collateral, which was included in Short-term investments under securities loan agreement, including collateral delivered, on the Condensed Consolidated Balance Sheets.

47

Income Taxes

Income tax obligations consist of the allowance on uncertain tax benefits related to IRS tax audits and state tax exams that have not been completed. The current liability of $22.0 may be paid in less than one year, upon completion of such audits and exams. The timing of the payment of the remaining allowance of $22.3 cannot be reliably estimated.

Recently Adopted Accounting Standards

(See the Recently Adopted Accounting Standards and New Accounting Pronouncements footnotes to the condensed consolidated financial statements.)

Legislative and Regulatory Initiatives

Legislative proposals, which have been or may, in the future, be considered by Congress, include repealing/modifying the estate tax, reducing the taxation on annuity benefits, changing the tax treatment of insurance products relative to other financial products, and changing life insurance company taxation. Some of these proposals, if enacted, could have a material adverse effect on life insurance, annuity, and other retirement savings product sales, while others could have a material beneficial effect. It is unlikely that Congress will enact tax changes that will adversely affect the Company’s products in 2008. The Department of Labor and the SEC have several regulatory initiatives underway to improve fee disclosures in defined contribution plans and mutual funds. Regulatory action to change fee disclosure requirements could adversely impact the market for certain of the Company’s defined contribution retirement services products, but the content of such changes as well as the timetable for implementation are uncertain at this time. The IRS and the Treasury have published final regulations, effective in 2009, that update and consolidate the rules applicable to 403(b) tax deferred annuity arrangements. The final regulations impose broad written plan document and operational compliance requirements on all 403(b) programs and contain new restrictions on annuity exchanges. The final regulations have the potential to change the marketplace for 403(b) service providers in a fundamental way and could have a material beneficial effect on providers that position themselves to assist 403(b) sponsors with plan document and operational compliance or otherwise assist with streamlining overall plan administration.

 

Item 4. Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the Company’s filings with the Securities and Exchange Commission is recorded, processed, summarized and reported within the periods specified in the Commission's rules and forms and is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

48

In the course of determining the required fair value of the reserves for product guarantees for annuity contracts containing guaranteed credited rates for the three months ended March 31, 2008, an error was made in the calculation of the fair value of reserves for such product guarantees. This error had no impact on customer accounts. However, this error resulted, for the three months ended March 31, 2008, in the understatement of Interest credited and other benefits to contractowners by $39.4, overstatement of net amortization of deferred policy acquisition costs and value of business acquired by $10.4 and understatement of net loss of $(18.9). The error was identified by the Company in the course of a review by the Company of its product guarantee reserves valuation methodology undertaken during the preparation of the Company’s unaudited condensed consolidated financial statements for the three and six months ended June 30, 2008 contained herein in Part I, Item 1. Restated unaudited condensed consolidated financial statements of the Company reflecting the correction of this first quarter 2008 error were included in Amendment No. 1 to the Company's Quarterly Report of Form 10-Q for the quarter ended March 31, 2008. See also Note 12 for a further discussion of a calculation error associated with the reserves for product guarantees, which was identified in the Company's previously issued unaudited interim financial statements for the three months ended March 31, 2008 and resulted in a misstatement of amounts.

The Company believes that the error was attributable to a material weakness in the Company's internal controls over financial reporting. Specifically, the Company implemented a new model in 2008 for the calculation of the fair value of the reserves for product guarantees. This model, which was performed using an end-user computing tool, contained an error in the discount rate conversion process. Such discount rates are used in the determination of the fair value of the reserves for product guarantees. In addition, the secondary review of the results did not identify that incorrect discount rates were used. The Company is implementing enhancements to its internal controls over financial reporting to provide reasonable assurance that errors of this type will not recur. These steps include correction of the identified model errors, the implementation of additional monitoring controls to be performed on a quarterly basis, additional in-depth internal review of assumptions, and full implementation of the Company’s existing policies related to end-user computing tools. In addition, the Company is implementing definitive standards for detailed documentation supporting the product guarantee reserves valuation methodology. This includes the implementation of a formalized change control process and logic inspection to be completed for each change of the model, and additional in-depth internal review on the converted rates. The Company expects to complete these enhancements by September 30, 2008.

As of June 30, 2008, the material weakness relating to the Company's fair value methodology for the reserves for product guarantees was not fully remediated. As a result of such material weakness in internal controls over financial reporting, the Company's Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures were not effective at the reasonable assurance level as of the end of second quarter 2008.

49

Notwithstanding the existence of the material weakness, management believes that the unaudited condensed consolidated financial statements for the three and six months ended June 30, 2008 included herein in Part I, Item 1 fairly present in all material respects the Company's financial condition, results of operations and cash flows for the periods presented.

While the remediation activity described above began during the preparation of this second quarter Form 10-Q, there were no changes in the Company's internal controls over financial reporting during the quarter ended June 30, 2008 that materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.

 

50

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

As with many financial services companies, the Company and its affiliates have received informal and formal requests for information from various state and federal governmental agencies and self-regulatory organizations in connection with inquiries and investigations of the products and practices of the financial services industry. In each case, the Company and its affiliates have been and are providing full cooperation. For information on the focus of such regulatory inquiries and the actions undertaken by ING in connection therewith, see the “Other Regulatory Matters” section of “Management’s Narrative Analysis of the Results of Operations and Financial Condition” included in the Company’s 2007 Annual Report on Form 10-K filed on March 31, 2008 (SEC File No. 033-23376).

Item 1A. Risk Factors

There are no material changes from the risk factors set forth under Part I, Item 1A. “Risk Factors” in the Company’s Annual Report for the fiscal year ended December 31, 2007.

Item 6. Exhibits

See Exhibit Index on pages 53-56 hereof.

51

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

August 11, 2008 (Date)	ING Life Insurance and Annuity Company (Registrant)
	By: /s/	David A. Wheat
		David A. Wheat Executive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)

52

	Exhibit Index
Exhibit Number	Description of Exhibit
3.1	Certificate of Incorporation as amended and restated October 1, 2007, incorporated by reference to the ILIAC Form 10-K, as filed with the SEC on March 31, 2008 (File No. 33-23376).
3.2	Amended and Restated ING Life Insurance and Annuity Company By-Laws, effective October 1, 2007, incorporated by reference to the ILIAC Form 10-K, as filed with the SEC on March 31, 2008 (File No. 33-23376).
4.1	Incorporated by reference to Post-Effective Amendment No. 14 to Registration Statement on Form N-4 (File No. 33-75964), as filed on July 29, 1997.
4.2	Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No. 33-75980), as filed on February 12, 1997.
4.3	Incorporated by reference to Post-Effective Amendment No. 12 to Registration Statement on Form N-4 (File No. 33-75964), as filed on February 11, 1997.
4.4	Incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement on Form N-4 (File No. 33-75986), as filed on April 12, 1996.
4.5	Incorporated by reference to Post-Effective Amendment No. 12 to Registration Statement on Form N-4 (File No. 333-01107), as filed on February 4, 1999.
4.6	Incorporated by reference to Post-Effective Amendment No. 4 to Registration Statement on Form N-4 (File No. 33-75988), as filed on April 15, 1996.
4.7	Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement on Form N-4 (File No. 33-81216), as filed on April 17, 1996.
4.8	Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement on Form N-4 (File No. 33-91846), as filed on April 15, 1996.
4.9	Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No. 33-91846), as filed on August 6, 1996.
4.10	Incorporated by reference to Registration Statement on Form N-4 (File No. 333-01107), as filed on February 21, 1996.
4.11	Incorporated by reference to Post-Effective Amendment No. 12 to Registration Statement on Form N-4 (File No. 33-75982), as filed on February 20, 1997.
4.12	Incorporated by reference to Post-Effective Amendment No. 7 to Registration Statement on Form N-4 (File No. 33-75992), as filed on February 13, 1997.

53

4.13	Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No. 33-75974), as filed on February 28, 1997.
4.14	Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No. 33-75962), as filed on April 17, 1996.
4.15	Incorporated by reference to Post-Effective Amendment No. 14 to Registration Statement on Form N-4 (File No. 33-75962), as filed on April 17, 1998.
4.16	Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No. 33-75982), as filed on April 22, 1996.
4.17	Incorporated by reference to Post-Effective Amendment No. 8 to Registration Statement on Form N-4 (File No. 33-75980), as filed on August 19, 1997.
4.18	Incorporated by reference to Registration Statement on Form N-4 (File No. 333-56297), as filed on June 8, 1998.
4.19	Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement on Form N-4 (File No. 33-79122), as filed on August 16, 1995.
4.20	Incorporated by reference to Post-Effective Amendment No. 32 to Registration Statement on Form N-4 (File No. 33-34370), as filed on December 16, 1997.
4.21	Incorporated by reference to Post-Effective Amendment No. 30 to Registration Statement on Form N-4 (File No. 33-34370), as filed on September 29, 1997.
4.22	Incorporated by reference to Post-Effective Amendment No. 26 to Registration Statement on Form N-4 (File No. 33-34370), as filed on February 21, 1997.
4.23	Incorporated by reference to Post-Effective Amendment No. 35 to Registration Statement on Form N-4 (File No. 33-34370), as filed on April 17, 1998.
4.24	Incorporated by reference to Post-Effective Amendment No. 1 to Registration Statement on Form N-4 (File No. 33-87932), as filed on September 19, 1995.
4.25	Incorporated by reference to Post-Effective Amendment No. 8 to Registration Statement on Form N-4 (File No. 33-79122), as filed on April 17, 1998.
4.26	Incorporated by reference to Post-Effective Amendment No. 7 to Registration Statement on Form N-4 (File No. 33-79122), as filed on April 22, 1997.
4.27	Incorporated by reference to Post-Effective Amendment No. 21 to Registration Statement on Form N-4 (File No. 33-75996), as filed on February 16, 2000.
4.28	Incorporated by reference to Post-Effective Amendment No. 13 to Registration Statement on Form N-4 (File No. 333-01107), as filed on April 7, 1999.

54

4.29	Incorporated by reference to Post-Effective Amendment No. 37 to Registration Statement on Form N-4 (File No. 33-34370), as filed on April 9, 1999.
4.30	Incorporated by reference to Post-Effective Amendment No. 1 to Registration Statement on Form N-4 (File No. 333-87305), as filed on December 13, 1999.
4.31	Incorporated by reference to Post-Effective Amendment No. 18 to Registration Statement on Form N-4 (File No. 33-56297), as filed on August 30, 2000.
4.32	Incorporated by reference to Post-Effective Amendment No.17 to Registration Statement on Form N-4 (File No. 33-75996), as filed on April 7, 1999.
4.33	Incorporated by reference to Post-Effective Amendment No. 19 to Registration Statement on From N-4 (File No. 333-01107), as filed on February 16, 2000.
4.34	Incorporated by reference to the Registration Statement on Form S-2 (File No. 33- 64331), as filed on November 16, 1995.
4.35	Incorporated by reference to Pre-Effective Amendment No. 2 to the Registration Statement on Form S-2 (File No. 33-64331), as filed on January 17, 1996.
4.36	Incorporated by reference to Post-Effective Amendment No. 30 to Registration Statement on Form N-4 (File No. 33-75988), as filed on December 30, 2003.
4.37	Incorporated by reference to Post-Effective Amendment No. 18 to Registration Statement on Form N-4 (File No. 33-75980), as filed on April 16, 2003.
4.38	Incorporated by reference to Post-Effective Amendment No. 30 to Registration Statement on Form N-4 (File No. 333-01107), as filed on April 10, 2002.
4.39	Incorporated by reference to Post-Effective Amendment No. 24 to Registration Statement on Form N-4 (File No. 33-81216), as filed on April 11, 2003.
4.40	Incorporated by reference to Registration Statement on Form N-4 (File No. 333-109860), as filed on October 21, 2003.
4.41	Incorporated by reference to Post-Effective Amendment No. 39 to Registration Statement on Form N-4 (File No. 33-75962), as filed on December 17, 2004.
4.42	Incorporated by reference to Initial Registration Statement on Form N-4 (File No. 333-130822), as filed on January 3, 2006.
4.43	Incorporated by reference to Post-Effective Amendment No. 1 to Registration Statement on Form N-4 (File No. 333-87131), as filed on December 15, 1999.
4.44	Incorporated by reference to Registration Statement on Form N-4 (File No. 33-59749), as filed on June 1, 1995.

55

4.45	Incorporated by reference to Post-Effective Amendment No. 4 to Registration Statement on Form N-4 (File No. 33-59749), as filed on April 16, 1997.
4.46	Incorporated by reference to Post-Effective Amendment No. 9 to Registration Statement on Form N-4 (File No. 33-80750), as filed on April 17, 1998.
4.47	Incorporated by reference to Post-Effective Amendment No. 8 to Registration Statement on Form N-4 (File No. 33-80750), as filed on April 23, 1997.
4.48	Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No. 33-59749), as filed on November 26, 1997.
4.49	Incorporated by reference to Registration Statement on Form S-2 (File No. 33-63657), as filed on October 25, 1995.
4.50	Incorporated by reference to Pre-Effective Amendment No. 3 to Registration Statement on Form S-2 (File No. 33-63657), as filed on January 17, 1996.
4.51	Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement on Form S-2 (File No. 33-63657), as filed on November 24, 1997.
4.52	Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement on Form S-2 (File No. 33-64331), as filed on November 24, 1997.
4.53	Incorporated by reference to Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No. 33-59749), as filed on November 26, 1997.
4.54	Incorporated by reference to Registration Statement on Form N-4 (File No. 33-59749), as filed on June 1, 1995.
4.55	Incorporated by reference to Post-Effective Amendment No. 4 to Registration Statement on Form N-4 (File No. 33-59749), as filed on April 16, 1997.
31.1+	Certificate of David A. Wheat pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2+	Certificate of Richard T. Mason pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1+	Certificate of David A. Wheat pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2+	Certificate of Richard T. Mason pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+ Filed herewith.

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