N-4 1 final.htm REGISTRATION STATEMENT final.htm - Generated by SEC Publisher for SEC Filing
As filed with the Securities and Exchange  Registration No. 
Commission on May 30, 2014  Registration No. 811-05626 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM N-4
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 
 
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 
 
SEPARATE ACCOUNT B
(Exact Name of Registrant)
 
ING USA ANNUITY AND LIFE INSURANCE COMPANY
(Name of Depositor)
 
1475 Dunwoody Drive
West Chester, Pennsylvania 19380-1478
(610) 425-3400
(Address and Telephone Number of Depositor’s Principal Executive Offices) 

 

Nicholas Morinigo, Esq.
ING USA Annuity and Life Insurance Company
1475 Dunwoody Drive, West Chester, Pennsylvania 19380-1478 
(610) 425-3447
 
(Name and Address of Agent for Service of Process) 

 

Approximate Date of Proposed Public Offering: 
As soon as practicable after the effective date of the Registration Statement 
 
It is proposed that this filing will become effective (check appropriate box): 
[  ]  immediately upon filing pursuant to paragraph (b) of Rule 485 
[  ]  on (date) pursuant to paragraph (b) of Rule 485 
[  ]  60 days after filing pursuant to paragraph (a)(1) of Rule 485 
[  ]  on (date) pursuant to paragraph (a)(1) of Rule 485 

 

If appropriate, check the following box: 
[ ]  this post-effective amendment designates a new effective date for a previously filed post-effective 
  amendment. 

 

  Title of Securities Being Registered:
Flexible Premium Deferred Combination Variable and Fixed Annuity contract

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay
its effective date until the Registrant shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act
of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.

                                                                           PART A


  THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO
SELL THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

ING USA ANNUITY AND LIFE INSURANCE COMPANY 
Separate Account B
 
_______, 2014, Prospectus
for the
[ING PotentialPlus Annuity]

 

  The contract described in this prospectus is a flexible premium deferred combination variable and fixed annuity contract
(the “Contract”) issued by ING USA Annuity and Life Insurance Company (the “Company,” “we,” “us” or “our”). This
prospectus sets forth the information you ought to know before investing. You should read it carefully and keep it for
future reference.

The Contract provides a means for you to allocate Premium and make Reallocations to the following Segments and 
variable sub-accounts: 
 
·  Indexed Segments with [1, 3, 5 and 7 year terms] with positive or negative Index Credits reflecting changes to the 
  Index, subject to a Cap Rate and a Buffer. Not all combinations of Buffers, Terms or Indexes may be available as 
  Segments. Available Indexed Segments are listed on the inside cover. 
 
·  A Sub-account of Variable Annuity Account B (“Separate Account B”), which invests in the [ING Liquid Assets 
  Portfolio]. 

 

  There is a substantial risk that you may lose principal in the Indexed Segments because you absorb any losses that
are greater than the Buffer for each Indexed Segment. You also bear the risk that you may receive less than your
principal if you invest in a Sub-account and/or if a Surrender Charge is applied to a Surrender or Withdrawal.

Right to Examine Period. You may return the contract within [__] days of its receipt (or longer as state law may require
or when issued as a replacement contract). If so returned, we will promptly pay you the Accumulation Value as of the date
the returned contract is received by us. See page 30.

Exchanges. Your agent should only recommend an exchange (replacement) if it is in your best interest and only after
evaluating your personal and financial situation and needs, tolerance for risk and the financial ability to pay for the contract.

How to Reach Us. To reach Customer Service –

  • Call: 1-800-366-0066
  • Write: P.O. Box 9271, Des Moines, Iowa 50306-9271

  Getting Additional Information. You may obtain the [_______], 2014, Statement of Additional Information (“SAI”) for
the contract without charge by contacting Customer Service at the telephone number and address shown above. The SAI is
incorporated by reference into this prospectus, and its table of contents appears on page 41. You may also obtain a
prospectus or SAI for any of the Funds without charge in the same way. This prospectus, the SAI and other information
about Separate Account B may be obtained without charge by accessing the Securities and Exchange Commission (“SEC”)
website, www.sec.gov. The SEC maintains a web site (www.sec.gov) that contains the SAI, material incorporated by
reference, and other information about us, which we file electronically. The reference number assigned to the contract is
333-______. If you received a summary prospectus for an underlying Fund available through the contract, you may
obtain a full prospectus and other information free of charge by either accessing the internet address, calling the
telephone number or sending an email request to the email address shown on the front of the Fund’s summary
prospectus.



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

NOT: FDIC/NCUA INSURED; A DEPOSIT OF A BANK; BANK GUARANTEED; NOR INSURED BY ANY FEDERAL
GOVERNMENT AGENCY. MAY LOSE VALUE.

We may pay compensation to broker/dealers whose registered representatives sell the contract. See page 30.



  The Indexed Segments and Sub-Account currently open and available to new Premiums and Reallocations under your
Contract are:

Indexed Segments:     
 
Index  Segment Term  Buffers Available 
[Index/ETF1]  7 year  [10%, 20%, 30%] 
[Index/ETF1]  5 year  [10%, 20%, 30%] 
[Index/ETF1]  3 year  [10%, 20%, 30%] 
[Index/ETF1]  1 year  [10%, 20%, 30%] 
[Index/ETF2]  7 year  [10%, 20%, 30%] 
[Index/ETF2]  5 year  [10%, 20%, 30%] 
[Index/ETF2]  3 year  [10%, 20%, 30%] 
[Index/ETF2]  1 year  [10%, 20%, 30%] 
[Index/ETF3]  7 year  [10%, 20%, 30%] 
[Index/ETF3]  5 year  [10%, 20%, 30%] 
[Index/ETF3]  3 year  [10%, 20%, 30%] 
[Index/ETF3]  1 year  [10%, 20%, 30%] 
[Index/ETF4]  7 year  [10%, 20%, 30%] 
[Index/ETF4]  5 year  [10%, 20%, 30%] 
[Index/ETF4]  3 year  [10%, 20%, 30%] 
[Index/ETF4]  1 year  [10%, 20%, 30%] 

 

Sub-Accounts:
[ING Liquid Assets Portfolio (Class _)]



Contents       
    Surrenders and Withdrawals  23 
Glossary  1  Cash Surrender Value  23 
Synopsis – The Contract  3  Withdrawals  24 
Synopsis – Fees and Expenses  4  Regular Withdrawals  24 
Condensed Financial Information  6  Systematic Withdrawals  24 
Financial Statements  6  Surrender Charges on Systematic Withdrawals  25 
Risk Factors  6  Withdrawals from Individual Retirement Annuities  25 
ING USA Annuity and Life Insurance Company  7  Sub-account Transfers  26 
ING USA Separate Account B  8  Death Benefit  26 
Sub-accounts  8  Death Benefit prior to the Maturity Date  26 
Sub-account Value  8  Spousal Beneficiary Contract Continuation  26 
Changes to a Sub-account and/or Separate Account B  9  Payment of the Proceeds to a Spousal or Non-spousal Beneficiary 
Voting Rights  9    27 
Separate Account used for Indexed Segments  9  Death Benefit Once Annuity Payments Have Begun  27 
Product Regulation  10  Annuity Payments and Annuity Plans  27 
Fees and Expenses  10  Annuity Payments  27 
Surrender Charge  10  Calculation of Annuity Payments  28 
Overnight Charge  11  Annuity Plans  28 
Premium Tax  11  Death of the Annuitant who is not an Owner  28 
Excess Transfer Charge  11  Other Important Information  28 
Product Charge  12  Annual Report to Owners  28 
Underlying Fund Expenses  12  Suspension of Payments  29 
The Annuity Contract  12  Misstatement Made by Owner in Connection with Purchase of the 
Owner  12  Contract  29 
Joint Owner  12  Insurable Interest  29 
Annuitant and Contingent Annuitant  13  Assignment  29 
Beneficiary  13  Contract Changes — Applicable Tax Law  30 
Change of Owner or Beneficiary  13  Right to Examine and Return The Contract  30 
Contract Purchase Requirements  14  Non-Waiver  30 
Anti-Money Laundering  14  Special Arrangements  30 
Availability of the Contract  14  Selling the Contract  30 
Crediting of Premium Payments  15  State Regulation  31 
Accumulation Value  15  Legal Proceedings  32 
Administrative Procedures  15  Legal Matters  32 
Other Contracts  15  Experts  32 
Allocations  15  Further Information  32 
Segment Participation Requirements for Indexed Segments  15  Incorporation of Certain Documents by Reference  32 
Rate Threshold for Indexed Segments  16  Inquiries  33 
Initial Allocation to an Indexed Segment  16  United States Federal Income Tax Considerations  33 
Reallocations at the End of a Segment Term  16  Introduction  33 
Dollar Cost Averaging  16  Types of Contracts: Non-Qualified and Qualified  33 
The Indexed Segments  17  Taxation of Non-Qualified Contracts  33 
Indexed Segments  17  Taxation of Qualified Contracts  36 
Segment Term  17  Assignment and Other Transfers  39 
Index Credit  17  Possible Changes in Taxation  39 
Index Change  17  Same-Sex Marriages  39 
Cap Rate  18  Taxation of Company  39 
Buffer  18  Statement of Additional Information  40 
Indexed Segment Value on Segment Start Date and Segment End     
Date  18     
Indexed Segment Value During the Segment Term  18     
Withdrawal Adjustments  19     
The Indexes  21     
Availability of Indexes  22     
Index Sponsors  22     
The Interim Segment  22     
Interim Segment Value  23     
 
1       

 



Glossary  Contract Anniversary – The same day and month each year 
  as the Contract Date. If the Contract Date is February 
This glossary defines the special terms used throughout the  29th , in non-leap years, the Contract Anniversary shall be 
prospectus. A special term used in only one section of the  March 1st . 
prospectus is defined there. The page references are to  Contract Date – The date on which the Contract becomes 
sections of the prospectus where more information can be  effective. The Contract Date is shown on the first page of 
found about a special term.  the Contract. 
Accumulation Value – On the Contract Date, the  Contract Year – The period beginning on a Contract 
Accumulation Value equals the Initial Premium paid less  Anniversary (or, in the first Contract Year only, beginning 
any premium tax, if applicable. At any time after the  on the Contract Date) and ending on the day preceding the 
Contract Date, the Accumulation Value equals the sum  next Contract Anniversary. 
of the value for each Indexed Segment, Sub-account and  Death Benefit – The amount payable to the Beneficiary upon 
Interim Segment. See page15.  death of any Owner (or, if the Owner is not a natural 
Additional Premium – Any payment, other than the Initial  person, upon the death of the Annuitant) prior to the 
Premium, made by you and accepted by us for the  Annuity Commencement Date. See page 26. 
Contract. See page 14.  Endorsements – Attachments to the Contract that add to, 
Annuitant – The individual designated by you and upon  amend, change, modify or supersede the Contract’s terms 
whose life Annuity Payments are based. The Annuitant  or provisions. 
on the Contract Date is shown on the first page of the  Fixed Interest Rate – The declared annual interest rate 
Contract. See page 13 12.  applicable to an Interim Segment. See page 23. 
Annuity Commencement Date – The date on which Annuity  Free Amount Percentage – Equals 10% of the Contract’s 
Payments commence. See page 27.  Accumulation Value as determined on the date of the first 
Annuity Payments – Periodic payments made by us to you or,  Withdrawal during the Contract Year. This is the amount 
subject to our consent in the event the payee is not a natural  you may withdraw without any Surrender Charge. See 
person, to a payee designated by you. See page 27.  page 10. 
Annuity Plan – An option elected by you that determines the  Fund – The mutual fund in which a Sub-account invests. See 
frequency, duration and amount of the Annuity Payments.  page 8. 
See page 27.  General Account - An account which contains all of our 
Beneficiary – The individual or entity you select to receive  assets other than those held in our separate account(s). 
the Death Benefit. See page 13.  Index – An index or exchange traded fund used in calculating 
Buffer – The maximum percentage loss that the Company  the return of an investment in and Indexed Segment. We 
absorbs over the Segment Term before an Indexed  currently offer Indexed Segments based on the 
Segment will lose value. See page 18  performance of a securities index or exchange-traded 
Business Day – Any day that the New York Stock Exchange  fund. For this prospectus, the term “Index” refers to both 
(NYSE) is open for trading, exclusive of federal holidays,  an index and an exchange-traded fund. See page 21. 
or any day the Securities and Exchange Commission  Index Change – The percentage change in an applicable 
(SEC) requires that mutual funds, unit investment trusts  Index during a Segment Term, which is used to calculate 
or other investment portfolios be valued  the Index Credit under an Indexed Segment. See page 17. 
Cap Rate – The maximum Indexed Change that may be  Index Credit -- The amount credited to each Premium 
applied at the end of each Segment Term. It is declared  allocation and Reallocation to an Indexed Segment and is 
on the Segment Start Date and is guaranteed for the  based on the performance of the applicable Index Change 
Segment Term. See page 17.  as measured over the Segment Term subject to the Buffer 
Cash Surrender Value – The amount you receive upon  and Cap Rate. See page 17. 
Surrender of the Contract which equals the Accumulation  Indexed Segment – an investment option for which the 
Value minus any applicable charges. See page 23.  performance is determined based upon a specific Index, 
Code – The Internal Revenue Code of 1986, as amended.  Segment Term, Buffer, and Cap Rate. See page 17. 
Company, we, us or our – ING USA Annuity and Life  Index Number – The value of the Index. It excludes any 
Insurance Company (ING USA), a stock company  dividends that may be paid by the firms that comprise the 
domiciled in Iowa. See page 7.  Index. See page 17. 
Contingent Annuitant – The individual who is not an  Initial Premium – The payment made by you to us to put the 
Annuitant and will become the Annuitant if the named  Contract into effect. See page 14. 
Annuitant dies prior to the Annuity Commencement Date  Insurable Interest - A lawful and substantial economic 
and the Death Benefit is not otherwise payable. See page  interest in the continued life of a person. An Insurable 
1312.  Interest does not exist if the Owner’s sole economic 
Contract – This Flexible Premium Deferred Combination  interest in the Annuitant arises as a result of the 
Variable and Fixed Annuity Contract, together with any  Annuitant’s death. 
attached application, amendments, or Endorsements.   
  1 

 



Interim Segment - A fixed account that is used as a “holding”  Reallocation – Allocations of the value of a Sub-Account, 
account for administrative purposes. See page 22.  Interim Segment or Indexed Segment (at the end of a 
Irrevocable Beneficiary – A Beneficiary whose rights and  Segment Term) among available Indexed Segments or 
interests under the Contract cannot be changed without  Sub-accounts. See page 15. 
his, her or its consent. See page 13.  Right To Examine and Return The Contract Period – The 
Joint Owner – An individual who, along with another  period of time during which you have the right to return 
individual Owner, is entitled to exercise the rights  the Contract for any reason, or no reason at all, and 
incident to ownership. Both Joint Owners must agree to  receive the payment as described in the Right To Examine 
any change or the exercise of any rights under the  and Return The Contract provision appearing on the first 
Contract. The Joint Owner may not be an entity and may  page of the Contract. See page 30. 
not be named if the Owner is an entity. The Joint Owner,  Segment End Date – The date on which the Segment Term 
if any, on the Contract Date is shown on the first page of  ends. Segment End Dates are the 24th of each month. 
the Contract. See page 12.  Segment Participation Requirements – The requirements 
Maturity Date – The Contract Anniversary following the  that must be met before Premium may be allocated or 
oldest Annuitant’s attainment of age 95 on which the  Reallocations may be made to an Indexed Segment. See 
Proceeds are used to determine the amount paid under the  page 15. 
Annuity Plan chosen. See page 27.  Segment Start Date – The date on which the Segment Term 
Notice to Us – Notice made in a form that: (1) is approved by,  begins. Segments Start Dates are the 25th day of each 
or is acceptable to, us; (2) has the information and any  month. 
documentation we determine in our discretion to be  Segment Term – The period beginning on the Segment Start 
necessary to take the action requested or exercise the right  Date and ending on the Segment End Date. 
specified; and (3) is received by us at Customer Service at  Separate Account – Separate Account B. Separate Account 
the address specified on the first page of the Contract.  B is a segregated asset account that supports variable 
Under certain circumstances, we may permit you to  annuity contracts. Separate Account B is registered as a 
provide Notice to Us by telephone or electronically.  unit investment trust under the Investment Company Act 
Notice to You - Written notification mailed to your last  of 1940 and it also meets the definition of “separate 
known address. A different means of notification may  account” under the federal securities laws. See page 8. 
also be used if you and we mutually agree. When action  Sub-account – A division of Separate Account B that invests 
is required by you, the time frame and manner for  in a Fund. See page 8 
response will be specified in the notice.  Surrender – A transaction in which the entire Cash Surrender 
Owner – The individual (or entity) that is entitled to exercise  Value is taken from the Contract. See page 23. 
the rights incident to ownership. The terms “you” or  Surrender Charge – A charge applied to certain Withdrawals 
“your,” when used in the Contract, refer to the Owner.  or a Surrender that will reduce the amount paid to you. 
The Owner on the Contract Date is shown on the first  See page 10. 
page of the Contract. See page 12.  Terminal Condition – An illness or injury that results in a life 
Premium – Collectively the Initial Premium and any  expectancy of twelve months or less, as measured from 
Additional Premium. See page 14.  the date of diagnosis by a Qualifying Medical 
Premium Receipt Date – The date a Premium is received by  Professional. 
us.  Valuation Period – The time from the close of regular trading 
Proof of Death - The documentation we deem necessary to  on the New York Stock Exchange on one Business Day to 
establish death including, but not limited to: (1) a certified  the close of regular trading on the next succeeding 
copy of a death certificate; (2) a certified copy of a  Business Day. 
statement of death from the attending physician; (3) a  “We”, “our”, or “us” – When used in the Contract, means 
finding of a court of competent jurisdiction as to the cause  ING USA Annuity and Life Insurance Company, a stock 
of death; or (4) any other proof we deem in our discretion  company domiciled in Iowa. 
to be satisfactory to us.  Withdrawal – A transaction in which only a portion of the 
Qualifying Medical Professional – A legally licensed  Cash Surrender Value is taken from the Contract. 
practitioner of the healing arts who: (1) is acting within   
the scope of his or her license; (2) is not a resident of your   
household or that of the Annuitant; and (3) is not related   
to you or the Annuitant by blood or marriage See page   
11.   
 
 
2   

 



Synopsis – The Contract
This synopsis reviews some important things that you should know about the contract. We urge you to read the entire prospectus for
complete details. This Synopsis is designed only as a guide. Certain features and benefits may vary depending on the state in which
your contract is issued.

You can use an annuity to save money for retirement and to receive retirement income for life. It is not meant to be used to meet short-
term financial goals. This annuity is a flexible premium deferred combination variable and fixed annuity contract. If you purchase the
annuity with after-tax money, the first payment must be at least $25,000. We refer to this annuity as a non-qualified contract. If you
1purchase the annuity with pre-tax money, the first payment must be at least $1,000. We refer to this annuity as a qualified contract.
Additional payments, known as Additional Premium, must be at least $1,000 for both qualified and non-qualified contracts. We may
limit Additional Premiums in our sole discretion.

Premiums cannot total more than $1,000,000 unless you receive approval from us.

THE ANNUITY CONTRACT

How does the contract work?
The contract is between you and us. You pay premium into your contract, and we agree to make payments to you starting when you
elect to begin receiving Annuity Payments.

The contract has an accumulation phase and an income phase.

During the accumulation phase, your contract’s value, which we refer to as the Accumulation Value can increase or decrease, based
upon the Indexed Segments or Sub-accounts to which your Accumulation Value is allocated. See page 8.

Because earnings under the annuity contract are tax-deferred, you do not pay taxes on the earnings until the money is paid to you
because of an Annuity Payments, Withdrawal or Surrender. Special rules apply to taxation of amounts invested in a Roth IRA. See
page 33.

During the income phase, we begin to pay money to you. The income phase begins when you elect to begin receiving Annuity
Payments.

If you elect to begin receiving Annuity Payments, we use the Accumulation Value of your contract to determine the amount of income
you receive. Depending on the Annuity Plan you choose, you can receive payouts for life or for a specific period of time. You select
the date the payouts start, which we refer to as the Annuity Commencement Date, and how often you receive them. See page 28 for
more information about Annuity Payments and Annuity Plans available to you.

What happens if I die?
The annuity contract has a death benefit that pays money to your Beneficiary if the Owner (or the Annuitant if the Owner is not a
natural person) dies. The death benefit is equal to the Accumulation Value. See page 26 for more information about the death benefit.

FEES AND EXPENSES

What fees and/or charges do you deduct from my contract?
You will pay certain fees and charges while you own the annuity contract, and these fees and charges will be deducted from your
Accumulation Value. The amount of the fees and charges depend on how your Accumulation Value is allocated. For specific
information about these fees and charges, see page 10.

TAXES

How will payouts and withdrawals from my annuity contract be taxed?
The annuity contract is tax-deferred, which means you do not pay taxes on the contract’s earnings until the money is paid to you.
When you make a withdrawal, you pay ordinary income tax on the accumulated earnings. Annuity Plan payments are taxed as annuity
payments, which generally means that only a portion of each payment is taxed as ordinary income. You may pay a federal income tax
penalty on earnings you withdraw before age 59½. See page 33 for more information. Your annuity contract may also be subject to a
premium tax, which depends on your state of residency. See page 11 for more information.

Does buying an annuity contract in a retirement plan provide extra tax benefits?
No. Buying an annuity contract within an IRA or other tax-deferred retirement plan doesn’t give you any extra tax benefits, because
amounts contributed to such plans are already tax-deferred. Choose to purchase the annuity contract based on its other features and
benefits as well as its risks and costs, not its tax benefits.

3



  OTHER INFORMATION

What else do I need to know?
We may change your contract from time to time to follow federal or state laws and regulations. If we do, we will provide Notice to
You of such changes in writing.

Compensation: We may pay the broker-dealer for selling the contract to you. Your broker-dealer also may have certain revenue
sharing arrangements or pay its personnel more for selling the contract than for selling other annuity contracts. See page 30 for more
information.

Right to Examine the Contract: You may cancel the contract by returning it within [--] days of receiving it (or a longer period if
required by state law). See page 30 for more information.

State Variations: Due to state law variations, the options and benefits described in this prospectus may vary or may not be available
depending on the state in which the contract is issued. Possible state law variations include, but are not limited to, minimum Premium
and, issue age limitations, Right to Examine rights, annuity payment options, ownership and interests in the contract and assignment
privileges. This prospectus describes all the material features of the contract. To review a copy of the contract and any endorsements,
contact Customer Service.

Synopsis – Fees and Expenses
The following tables describe the fees and expenses that you will pay when buying, owning, and Surrendering the Contract.

Maximum Transaction Charges
This item shows the maximum transactional fees and charges that you will pay if more than one Sub-account is available at any time
and you transfer Accumulation Value between Sub-accounts.

   Excess Transfer Charge1 :  [$50] 

 

  Surrender Charge: A Surrender Charge will apply to certain Withdrawals or a Surrender according to the schedule below. The rate
of the Surrender Charge is a percentage of the Premium payment surrendered. A separate Surrender Charge schedule will
apply to each Premium and will diminish each year. The Surrender Charge is deducted from the Contract’s Accumulation Value.

Surrender Charge Schedule:                 
Full years since Premium Receipt Date  1  2  3  4  5  6  7  8+ 
Surrender Charge (as a percentage of  8%  8%  7%  6%  5%  4%  3%  0% 
Premium withdrawn                 

 

Premium Taxes: A charge for premium Taxes may also be deducted. See page 11.

Maximum Periodic Fees and Charges
This item describes the maximum recurring fees and charges that you will pay periodically during the time that you own the contract,
not including underlying Fund fees and expenses.

Maximum Annual Administrative Charge2  $[--] 
Separate Account Annual Expenses   
[Product Fee]3  [1.50%] 
(as a percentage of Accumulation Value)   
Maximum Total Separate Account Annual Expenses  [1.50%] 
(as a percentage of Accumulation Value)   

 

  Fund Fees and Expenses
This item shows the minimum and maximum total operating expenses charged by the Funds that you may pay periodically during the
time you own the contract. The minimum and maximum expenses listed below are based on expenses for the Funds’ most recent

4



  fiscal year ends without taking into account any fee waiver or expense reimbursement arrangements that may apply. More detail
concerning each Fund’s fees and expenses is contained in the prospectus for each Fund.

Total Annual Fund Operating Expenses  Minimum  Maximum 
(expenses that are deducted from Fund assets,  [__%]4  [ 0.__%] 4 
including management fees, distribution (12b-1)     
and/or service fees, and other expenses.)     

 

1.  The charge is assessed on each transfer between Sub-accounts after 12 during a Contract Year (which we refer to as an Excess 
  Transfer). Because only one Sub-account is currently available this charge is currently not applicable. 
2.  The current charge may be less than the maximum amount shown. 
3.  This charge is accrued and deducted on Business Days as a percentage of and from the value in each variable Sub-account. The 
  charge is not applicable to values allocated to Indexed Segments. The current charge may be less than the maximum amount 
  shown. 
4.  This is the amount for the ING Liquid Assets Portfolio (Class _), which is the only Fund currently available. 

 

Example       
 
This example is intended to help you compare the cost of investing in the contract with the cost of investing in other variable 
annuity contracts. These costs include transaction charges, administrative charges, Separate Account annual expenses and Fund 
fees and expenses.       
 
The Example assumes that you invest $10,000 in the contract for the time periods indicated. The example also assumes that your 
investment has a 5% return each year and assumes the maximum Fund fees and expenses. Although your actual costs may be 
higher or lower, based on these assumptions your costs would be:     
 
If you Surrender or annuitize your Contract at the end of the applicable time period   
1 year  3 years  5 years  10 years 
[___]  [___]  [___]  [___] 
 
If you do not Surrender your Contract       
1 year  3 years  5 years  10 years 
[___]  [___]  [___]  [___] 

 

  Available Allocation Strategies
The Contract provides a means for you to allocate Premium or make Reallocations to one or more allocation strategies. Three
allocation strategies are currently available:

  • Indexed Segments– An Indexed Segment’s value depends on the performance of an Index, the Cap Rate we declare and the
    Buffer and Segment Term you have selected. The Index Credit is the percentage change in the Index that is used in
    calculating the Segment’s value. If the percentage change in the Index is positive, a positive Index Credit will be applied up
    to the Cap Rate for the Indexed Segment selected. If the percentage change in the Index is negative, the Index Credit will be
    negative to the extent the percentage change in the Index exceeds the Buffer for the Indexed Segment. For Withdrawals or a
    Surrender made prior to the end of a Segment Term a pro-rated Index Cap and Buffer will apply. One or more Indexed
    Segments may be available. Index Credits are recalculated and applied to the Indexed Segment’s value daily. See page 17.
  • Sub-accounts – You may allocate Premium or make Reallocations to a Sub-account as described above. Currently, the only
    available Sub-account is the Sub-account that invests in the [ING Liquid Assets Portfolio]. See page 8.

  Which allocation strategy is right for you depends on your investment time horizon, need for liquidity and risk tolerance. The
Contract and the allocation strategies are not designed to be short-term investments.

In addition to the allocation strategies listed above, the Interim Segment is a fixed account that is used as a “holding” account for
administrative purposes in connection with Indexed Segments. See page 22.

5



Condensed Financial Information

In the first amendment to this prospectus after we begin offering the contract, we will provide condensed financial information about
Separate Account B Sub-accounts available under the contract. These tables will show the accumulation unit values of the Sub-
account(s) at the beginning of the period(s) shown, at the end of the period(s) shown and the number of accumulation units
outstanding at the end of the period(s) shown.

Financial Statements
The statements of assets and liabilities, the statements of operations, the statements of changes in net assets and the related notes to
financial statements for Separate Account B and the financial statements and the related notes to financial statements for ING USA
Annuity and Life Insurance Company are located in the Statement of Additional Information.

Risk Factors
Purchasing the Contract involves certain risks. Additional information about these risks appears under “Surrender Charge” on page
10, and “Surrenders and Withdrawals” on page 23. You should carefully consider your personal tax situation, and the expected U.S.
federal income tax treatment, with your qualified tax advisor before you purchase a Contract. See page 33 for a discussion of some
general tax considerations.

Liquidity Risk – The Contract is designed for long-term investment and Premiums should be held for at least the length of the
Surrender Charge period. The Free Amount Percentage provides some liquidity. However, if you Surrender more than the Free
Amount Percentage, a Surrender Charge may apply, which could result in loss of principal and earnings. Because the Contract
provides only limited liquidity during the Surrender Charge period, it is not suitable for short-term investment.

Investment Risk for Indexed Segments – The investment risk and return characteristics for Indexed Segments are expected to fall in
between those typical of fixed index annuities and those typical of equity mutual funds or variable annuities. A fixed index annuity
typically guarantees principal, and provide returns based in part on the performance of an Index. A variable annuity does not
guarantee principal, and may provide for up to 100% participation in equity or other markets. Indexed Segments may offer greater
upside potential than fixed index annuities, however it will also offer less downside protection and does not provided a guaranteed
minimum return (unlike most fixed or fixed index annuities) or guarantee principal. Long-term returns under the Indexed Segments
may be higher than those offered by a typical fixed index annuity, but may be more volatile than under a typical fixed indexed annuity.
The protection provided by a Buffer may make the Indexed Segments more suitable than direct equity investment or a variable annuity
for risk-averse Owners but provides more risk than an indexed annuity that guarantees principal. However, expected long-term
returns of the Indexed Segments will be lower than those for equity mutual funds or variable annuities. Past performance of an Index
is not an indication of future performance.

Loss of Principal in the Indexed Segments –The Index Credit provide by an Indexed Segment could be negative— unlike fixed
indexed annuities, which generally provide a guaranteed minimum return. There is a substantial risk of loss of principal in an
Indexed Segment, the return will be negative to the extent the Index’s negative performance during the Segment Term exceeds the
Buffer. For example, if you select an Index Buffer with a 10% buffer and an Index returns -40%, you will lose 30% of the value
allocated to that Segment. This means that you could lose up to 80% of the Premium invested in an Indexed Segment with a 20%
Buffer and 90% of the Premium invested in an Indexed Segment with a 10% Buffer. Each Premium invested in an Indexed Segment is
subject to this loss during each Segment Term. See page18. The Buffer is pro-rated with respect to Segment’s value surrendered prior
to the Segment End Date. In addition, Surrender Charges may result in a loss of Premium for Withdrawals or a Surrender from an
Indexed Segment prior to the end of the Surrender Charge Period. You are assuming the risk that an investment in an Indexed
Segment could offer a negative return.

Loss of Principal Due to Surrender Charge – A Surrender Charge may apply to certain Withdrawals or a Surrender. A Separate
Surrender Charge Schedule will apply to each Premium we receive. The Surrender Charge is designed to recover the costs we incur in
selling the Contract if you request a Surrender or Withdrawal that is too early. Any Surrender Charge could result in the loss of
principal and earnings. You bear the risk of loss that you may receive less than your Premium. See page 10.

We may Add an Index, Add an Indexed Segment, or Cease to Accept Additional Premiums or Reallocations to an Indexed
Segment – We may add Indexed Segments utilizing new Indexes as we deem appropriate, subject to approval by the insurance
supervisory official in the jurisdiction in which the Contract is issued. Alternatively, we may cease to accept Additional Premiums to
an Indexed Segment utilizing a particular Index at any time in our sole discretion. We may also cease to accept Reallocations to an
Indexed Segment (when you reallocate from one Segment to another), or cease to permit the Indexed Segment’s value from
continuing to be applied to an Indexed Segment at the end of a Segment Term. The Contract will have at least one Indexed Segment
available at all times, although you may not invest in an Indexed Segment with a Segment End date later than the contract’s Maturity

6



Date. You bear the risk that we may not add new Indexed Segments using new Indexes, or that Indexed Segments utilizing
fewer Indexes will be available than when you bought the Contract.

We may decide to Eliminate an Index – We may eliminate an Index from use in the Indexed Segments under the following
conditions: the Index is discontinued by its sponsor; its composition is substantially changed; our agreement with the sponsor of the
Index is terminated or we determine that conditions in the capital markets do not permit us to effectively establish reasonable Cap
Rates (see page 17). With respect to a particular Indexed Segment, we will not eliminate an Index before the end of the Segment
Term utilizing the Index (although we may Substitute it, as discussed below). In other words, we will not eliminate an Index for an
Indexed Segment to which you have made an allocation until the end of the Segment Term. Rather, in determining to eliminate an
Index, we will cease accepting Additional Premiums or Reallocations to Indexed Segments utilizing the eliminated Index, or cease to
permit the Indexed Segment’s value from continuing to be applied to such Indexed Segment at the end of the Segment Term, until you
no longer have any allocations to Indexed Segments utilizing the Index, at which time the Index will be eliminated. See page 22. The
Contract will have at least one Indexed Segment available at all times. You bear the risk that fewer Indexes will be available than
when you bought the Contract.

We may need to Substitute an Index – We will substitute an Index only in the event that the Index is discontinued by its sponsor, or
the circumstances under which our agreement with the sponsor is terminated do not allow sufficient time for us to eliminate the Index.
If we need to substitute an Index before the end of a Segment Term for an Indexed Segment(s) utilizing the Index, we will designate
an index that is comparable, which means the designated substitute Index would have a similar composition of underlying securities,
sufficient liquidity for hedging and recognition in the marketplace. Also, we will designate a substitute Index that has similar
performance. We will calculate the Index Credit using the performance of the designated substitute Index. The Index Credit will
reflect the Index Change of the designated substitute Index over the Segment Term, but still subject to the same Cap Rate that we
declared at the beginning of the Segment Term. The designated substitute Index may perform differently than the discontinued Index.
See page 22. You bear the risk that the Index Credit attributable to the designated substitute Index may not be as great as the
Index Credit you might have been anticipating based on the discontinued Index.

The Interim Segment is the Default when an Indexed Segment is Eliminated – We will notify you in writing at least 30 days prior
to the end of a Segment Term if an Indexed Segment in which you are invested will not be available for renewal. If we do not receive
direction from you regarding that Segment, at the end of the Segment Term we will make a Reallocation from that Segment to the
Interim Segment.

The Cap Rate for Indexed Segments is determined on the Segment Start Date – You will not know the Cap Rate for the Segments
you have allocated Premium or made a Reallocation to in advance of the Segment Start Date. Prior to the Segment Start Date, you
may elect a Rate Threshold representing the minimum Cap Rate you are willing to accept. Premium will remain in the Interim
Segment until a Rate Threshold you set is met or until you provide alternate instructions.

No Ownership of the Underlying Securities in the Indexed Segments.–When you purchase the Contract and allocate Premium or
make a Reallocation to an Indexed Segment you are not investing in the Index or in a mutual fund or exchange traded fund that tracks
the Index for the Indexed Segment you select. Your Index Credit is limited by the Cap Rate which means that your Index Credit will
be lower than if you had invested in a mutual fund or exchange traded fund designed to track the performance of the applicable Index
and the performance is greater than the Cap Rate we declare. In addition, you will not have voting rights or rights to receive cash
dividends or other distributions or other rights that holders of the shares of the funds or holders of securities comprising the Indexes
would have.

Limitations on Transfers from Indexed Segments— You may make allocations from one Indexed Segment to another Indexed
Segment only at the end of a Segment Term. You can make Withdrawals from the Contract out of an Indexed Segment or Surrender
your Contract during the Segment Term, however such Withdrawals or Surrender may be subject to a Surrender Charge and/or
positive or negative Index Credits based on pro-rated Cap Rate and Buffer. This may limit your ability to react to market conditions.

ING USAAnnuity and Life Insurance Company
ING USA is an Iowa stock life insurance company, which was originally incorporated in Minnesota on January 2, 1973. ING USA is
a wholly owned subsidiary of Lion Connecticut Holdings Inc. (“Lion Connecticut”), which in turn is a wholly owned subsidiary of
Voya Financial, Inc. (“VoyaTM”), which until April 7, 2014, was known as ING U.S., Inc. In May 2013, the common stock of Voya
began trading on the New York Stock Exchange under the symbol "VOYA" and Voya completed its initial public offering of common
stock.

ING USA is authorized to sell insurance and annuities in all states, except New York, and the District of Columbia. Although we are
a subsidiary of Voya, Voya is not responsible for the obligations under the Contract. The obligations under the Contract are solely the
responsibility of ING USA Annuity and Life Insurance Company.

7



Voya is an affiliate of ING Groep N.V. (“ING”), a global financial institution active in the fields of insurance, banking and asset
management. In 2009, ING announced the anticipated separation of its global banking and insurance businesses, including the
divestiture of Voya, which together with its subsidiaries, including the Company, constitutes ING’s U.S.-based retirement, investment
management and insurance operations. As of March 25, 2014, ING’s ownership of Voya was approximately 43%. Under an
agreement with the European Commission, ING is required to divest itself of 100% of Voya by the end of 2016.

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

ING USA Separate Account B

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

Although we hold title to the assets of the Separate Account, such assets are not chargeable with the liabilities of any other business
that we conduct. Income, gains or losses of the Separate Account are credited to or charged against the assets of the Separate Account
without regard to other income, gains or losses of the Company. All obligations arising under the contracts are obligations of the
Company. All guarantees and benefits provided under the contract that are not related to the Separate Account are subject to the
claims of our creditors and the claims paying ability of the Company and our General Account.

Sub-accounts
Separate Account B is divided into “Sub-accounts.” Each Sub-account invests directly in shares of a corresponding Fund. While there
is only one Sub-account currently available, we reserve the right to add additional Sub-accounts in the future. Under certain
circumstances, we may make certain changes to the Sub-accounts. For more information, see page [__].

More information about the Sub-account(s) available under the contract is contained below. You bear the entire investment risk for
amounts allocated through a Sub-account to an underlying Fund, and you may lose your principal. The investment results of the
underlying Funds are likely to differ significantly. There is no assurance that any Fund will achieve its investment objectives. You
should carefully consider the investment objectives, risks and charges and expenses of an underlying Fund before investing. More
information is available in the prospectus for an underlying Fund. You may obtain a copy of the prospectus for an underlying Fund by
contacting Customer Service. Contact information for the customer service center appears on page 1.

Please work with your investment professional to determine if the available Sub-account(s) may be suited to your financial needs,
investment time horizon and risk tolerance.

You may allocate Premium or make Reallocations to the [Voya Liquid Assets Portfolio].

[Voya Liquid Assets Portfolio] 
Investment Adviser:  [Directed Services LLC] 
Investment Subadviser:  [Voya Investment Management Co. LLC] 
Investment Objective:  [Seeks a high level of current income consistent with the preservation of capital and liquidity.] 

 

  Sub-account Value
When we make allocate Premium or make Reallocations to a Sub-account as described above, we will convert it to accumulation
units. We will divide the amount of the Premium allocated or Reallocation to a particular Sub-account by the value of an
accumulation unit for the Sub-account to determine the number of accumulation units of the Sub-account to be held in Separate
Account B with respect to your contract. Each Sub-account of Variable Annuity Account B has its own accumulation unit value. This
value may increase or decrease from day to day based on the investment performance of the applicable underlying Fund. Shares in an
underlying Fund are valued at their net asset value. The net investment results of each Sub-account vary with its investment
performance.

On the Contract Date, the value in a Sub-account equals the amount allocated to that Sub-account, less a charge for premium tax, if
applicable. We calculate the value at the close of each Business Day thereafter as follows:

  • The value in each Sub-account at the close of the preceding Business Day; multiplied by
  • The Sub-account’s Net Return Factor for the current Valuation Period (see below); plus or minus
  • Any transfers to or from the Sub-account during the current Valuation Period; minus
  • Any Withdrawals or Surrender from the Sub-account during the current Valuation Period; minus
  • Applicable taxes, including any premium taxes, not previously deducted, allocated to the Sub-account.

  8



A Sub-account’s Net Return Factor is an index number that reflects certain charges under the contract and the investment performance
of the Sub-account. The Net Return Factor is calculated for each Sub-account as follows:

  • The net asset value of the Fund in which the Sub-account invests at the close of the current Business Day; plus
  • The amount of any dividend or capital gains distribution declared for and reinvested in such Fund during the current Valuation Period; divided by
  • The net asset value of the Fund at the close of the preceding Business Day; minus
  • The daily charge (e.g. the Product Charge) for each day in the current Valuation Period.

Changes to a Sub-account and/or Separate Account B
Subject to state and federal law and the rules and regulations thereunder, we may, from time to time, make any of the following
changes to Separate Account B with respect to some or all classes of contracts:

 

  • Offer additional Sub-accounts that will invest in Funds we find appropriate for contracts we issue;

     

  • Combine two or more Sub-accounts;

     

  • Close Sub-accounts. We will provide advance notice by a supplement to this prospectus if we close a Sub-account;

     

  • Substitute a new Fund for a Fund in which a Sub-account currently invests. In the case of a substitution, the new Fund may
     
  • different fees and charges than the Fund it replaced. A substitution may become necessary if, in our judgment:
     
  • A Fund no longer suits the purposes of your contract;
     
  • There is a change in laws or regulations;
     
  • There is a change in the Fund’s investment objectives or restrictions;
     
  • The Fund is no longer available for investment; or
     
  • Another reason we deem a substitution is appropriate.

     

  • Stop selling the contract;

     

  • Limit or eliminate any voting rights for Separate Account B (as discussed more fully below); or

          

  • Make any changes required by the 1940 Act or its rules or regulations.

    We will not make a change until the change is disclosed in an effective prospectus or prospectus supplement, authorized, if necessary,
    by an order from the SEC and approved, if necessary, by the appropriate state insurance department(s) and or shareholders.

    We will provide Notice to You before we make any of these changes to the Sub-accounts and/or Separate Account B that affect the
    contracts.

    Voting Rights
    We will vote the shares of an underlying Fund owned by Separate Account B according to your instructions. However, if the 1940
    Act or any related regulations should change, or if interpretations of it or related regulations should change, and we decide that we are
    permitted to vote the shares of a trust in our own right, we may decide to do so without consulting you.

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

    Separate Account used for Indexed Segments.
    Amounts applied to the Indexed Segment will be allocated to a non-unitized separate account established under Iowa law. A non-
    unitized separate account is a separate account in which the contract holder does not participate in the performance of the assets
    through unit values or any other interest. Contract holders do not receive a unit value of ownership of assets accounted for in this
    separate account. Interests under the Contract are registered under the Securities Act of 1933, but the Accounts are not registered
    under the Investment Company Act of 1940.

    The risk of investment gain or loss with the assets maintained in the non-unitized separate account is borne entirely by the Company.
    All Company obligations due to allocations to the non-unitized separate account are contractual guarantees of the Company and are
    accounted for in the separate account. All of the general assets of the Company are available to meet its contractual guarantees.
    Income, gains and losses of the separate account are credited to or charged against the separate account without regard to other
    income, gains or losses of the Company. As part of its overall investment strategy, the Company intends to maintain assets in the
    separate account that reflect its obligations to Contract Owners that have made allocations to the Indexed Segments. Accordingly, it is

    9



    anticipated that assets relating to the Indexed Segments will likely consist of fixed income investments, as well as call options or other
    hedging instruments that relate to movements in the Indexes.

    We are not obligated to invest the assets attributable to the Contract according to any particular strategy, except as required
    by Iowa and other state insurance laws. Contract Owners do not participate in the investment performance of the assets of the
    separate account, and Index Credits, and any other benefits provided by the Company are not determined by the performance
    of the non-unitized separate account.

    Product Regulation
    Our products are subject to a complex and extensive array of state and federal tax, securities and insurance laws, and regulations,
    which are administered and enforced by a number of governmental and self-regulatory authorities. Specifically, U.S. federal income
    tax law imposes requirements relating to non-qualified annuity product design, administration, and investments that are conditions for
    beneficial tax treatment of such products under the Internal Revenue Code. (See page 33 for further discussion of some of these
    requirements). Failure to administer certain non-qualified contract features (for example, contractual annuity start dates in non-
    qualified annuities) could affect such beneficial tax treatment. In addition, state and federal securities and insurance laws impose
    requirements relating to insurance and annuity product design, offering and distribution, and administration. Failure to meet any of
    these complex tax, securities, or insurance requirements could subject the Company to administrative penalties, unanticipated
    remediation, or other claims and costs.

    Fees and Expenses

    We deduct the following fees and expenses to compensate us for our costs, the services we provide, and the risks we assume under the
    Contracts. We incur costs for distributing and administering the contracts, including compensation and expenses paid in connection
    with sales of the contracts, for paying the benefits payable under the contracts and for bearing various risks associated with the
    contracts. Fees and expenses expressed as a percentage are rounded to the nearest hundredth of one percent. We expect to profit from
    the charges and may use the profits to finance the distribution of contracts. All current charges under the contract will be determined
    and applied in a non-discriminatory manner.

    Surrender Charge
    A Surrender Charge may apply to a Withdrawal or Surrender. A Surrender Charge may be deducted from the portion of the
    Accumulation Value being surrendered in the following events:

    • A Withdrawal while an applicable Surrender Charge schedule is in effect in an amount that is greater than
      10% of the Contract’s Accumulation Value, as determined on the date of the withdrawal, which we refer to as
      the Free Amount Percentage;
    • A Surrender or Withdrawal while an applicable Surrender Charge schedule is in effect; or
    • You apply the Cash Surrender Value to an Annuity Plan while an applicable Surrender Charge schedule is in
      effect.

    The Surrender Charge is designed to recover the costs we incur in selling the Contract if you request a Withdrawal or Surrender that is
    too early. Each Premium will be subject to its own Surrender Charge schedule, beginning on the date we receive that
    Premium, which is known as the Premium Receipt Date. The rate of the Surrender Charge is a percentage of the Premium
    surrendered. The percentage imposed at the time of a Withdrawal depends on the number of complete years that have elapsed since
    the Premium Receipt Date. Withdrawals will be taken from Premiums on a first in first out basis (FIFO) and Surrender Charges will
    be assessed accordingly. For more information regarding the order of Withdrawals, please see page 24.

    Surrender Charge Schedule:                 
    Full years since Premium Receipt Date  1  2  3  4  5  6  7  8+ 
    Surrender Charge (as a percentage of  8%  8%  7%  6%  5%  4%  3%  0% 
    Premium withdrawn)                 

     

    No Surrender Charge applies to:

    • The Free Amount Percentage made after the first contract anniversary, which is the maximum amount you may surrender
       each Contract Year without incurring a Surrender Charge (i.e., 10% of the Contract’s Accumulation Value as determined the
      date of withdrawal);
    • The commencement of Annuity Payments that begin after the applicable Surrender Charge schedule ends; and
    • The portion of a Surrender or Withdrawal in excess of the Free Amount Percentage that is subject to the Required Minimum
      Distribution (RMD) rules of the Code.

    10



      Surrender Charge will not apply to Withdrawal or Surrender for Extended Medical Care or a Terminal Condition. Extended Medical
    Care means confinement in a Hospital or Nursing Home prescribed by a Qualifying Medical Professional. Terminal Condition means
    an illness or injury that results in a life expectancy of 12 months or less, as measured from the date of diagnosis by a Qualifying
    Medical Professional. For purposes of this waiver:

    A Hospital or Nursing Home is defined as a hospital or a skilled care or intermediate care nursing facility:

    • Operating as such according to applicable law; and
    • At which medical treatment is available on a daily basis.

      Important Note: A Hospital or Nursing Home does not include a rest home or other facility whose primary purpose is to provide
    accommodations, board or personal care services to individuals who do not need medical or nursing care.

    A Qualifying Medical Professional is defined as a legally licensed practitioner of the healing arts who:

    • Is acting within the scope of his or her license;
    • Is not a resident of your household or that of the Annuitant; and is not related to you or the Annuitant by blood or marriage.

      To qualify for a waiver as a result of Extended Medical Care:

    • You (or any Annuitant, if the Owner is a non-natural person) begin receiving Extended Medical Care on or after the first
      Contract Anniversary and receive such Extended Medical Care for at least 45 days during any continuous 60-day period; and
    • Your request for a Withdrawal or Surrender, together with satisfactory proof of such Extended Medical Care, must be
      provided by Notice to Us during the term of such Extended Medical Care or within 90 days after the last day that you
      received Extended Medical Care.

    To qualify for a waiver as a result of a Terminal Condition:

    • You (or any Annuitant, if the Owner is a non-natural person) must first be diagnosed by a Qualifying Medical Professional as
      having a Terminal Condition on or after the first Contract Anniversary; and
    • Your request for a Withdrawal or Surrender, together with satisfactory proof of such Terminal Condition, must be provided
      by Notice to Us.

      We require the proof of Extended Medical Care or a Terminal Condition to be in writing and, where applicable, attested to by a
    Qualifying Medical Professional. We reserve the right in the Contract to require a secondary medical opinion by a Qualifying
    Medical Professional of our choosing. We will pay for any such secondary medical opinion.

    Overnight Charge
    You may choose to have a [$20] overnight charge deducted from the net amount of a Withdrawal or Surrender you would like sent to
    you by overnight delivery service.

    Premium Tax
    In certain states, the Premium you pay for the Contract is subject to a premium tax. A premium tax is generally any tax or fee
    imposed or levied on us by any state government or political subdivision thereof in consideration of your Premium received by us.
    Currently, the premium tax ranges from zero to [3.5]%, depending on your state of residence. We reserve the right in the Contract to
    recoup the amount of any premium tax from the Accumulation Value if and when:

    • The premium tax is incurred by us;
    • The Proceeds or Cash Surrender Value, as applicable, are applied to an Annuity Plan; or
    • You take a Withdrawal or Surrender the Contract.

      We reserve the right in the Contract to change the amount we charge for the premium tax if you change your state of residence. We
    do not expect to incur any other tax liability attributable to the Contract. We also reserve the right to charge for any other taxes as a
    result of any changes in applicable law.

    Excess Transfer Charge
    Currently, only one investment option is available so an Excess Transfer charge cannot be incurred. If, however, additional
    investment options are available in the future, there is a maximum $50 charge for each transfer exceeding 12 during a Contract Year
    (which we refer to as an Excess Transfer).

    11



    Product Charge
    The maximum [Product] Charge is [1.50%] of the Accumulation Value allocated to a Sub-account. The fee is not applied to
    Accumulation Value applied to Indexed Segments or the Interim Segment. The current charge may be less than this maximum
    amount. You may contact Customer Service for information about the current Product Charge. The charge is deducted from the value
    in each Sub-Account on each Business Day. This charge compensates us for ongoing administrative and risk related expenses we may
    incur. If there are any profits from this charge, we may use them to finance the distribution of the contracts.

    Underlying Fund Expenses
    As shown in the prospectuses for the underlying Funds, each underlying Fund deducts management fees from the amounts allocated to
    it. In addition, each underlying Fund deducts other expenses which may include service fees that may be used to compensate service
    providers, including the Company and its affiliates, for administrative and contract Owner services provided on behalf of the Fund.
    Furthermore, certain underlying Funds may deduct a distribution or 12b-1 fee, which is used to finance any activity that is primarily
    intended to result in the sale of Fund shares. Fees are deducted from the value of the underlying Fund shares on a daily basis, which in
    turn affects the value of each Sub-account that purchases Fund shares. For a more complete description of these fees and expenses,
    review each prospectus for the underlying Fund. You should evaluate the expenses associated with the underlying Fund(s)
    available through the contract before making a decision to invest.

    The Company may receive compensation from each of the underlying Funds or their affiliates based on an annual percentage of the
    average net assets held in that underlying Fund by the Company. The percentage paid may vary from one Fund company to another.
    For certain underlying Funds, some of this compensation may be paid out of 12b-1 fees or service fees that are deducted from
    underlying Fund assets. Any such fees deducted from underlying Fund assets are disclosed in the prospectuses for the underlying
    Fund. The Company may also receive additional compensation from certain underlying Funds for administrative, recordkeeping or
    other services provided by the Company to the underlying Funds or their affiliates. These additional payments may also be used by
    the Company to finance distribution. This revenue is one of several factors we consider when determining contract fees and charges
    and whether to offer a Fund through our contracts. Fund revenue is important to the Company’s profitability, and it is generally
    more profitable for us to offer affiliated Funds than to offer unaffiliated Funds.

    Please note that certain management personnel and other employees of the Company or its affiliates may receive a portion of their
    total employment compensation based on the amount of net assets allocated to affiliated Funds. For more information, please see page
    30.

    The Annuity Contract

    The Contract described in this prospectus is a modified flexible premium deferred variable, indexed and fixed annuity contract. The
    Contract is non-participating, which means that it will not pay dividends resulting from any of the surplus or earnings of the Company.
    We urge you to read the Contract because it defines your rights as an investor. The Contract consists of any attached application,
    amendment or Endorsements that are issued in consideration of the Initial Premium paid. The Contract provides a means for you to
    allocate Premium and make Reallocations to one or more Indexed Segments and sub-Accounts.

    Owner
    The Owner is the individual (or entity) entitled to exercise the rights incident to ownership. The Owner may be an individual or a
    non-natural person (e.g., a corporation or trust). We require the Owner to have an insurable interest in the Annuitant. See page 29.
    Two individuals may own the Contract, which we refer to as Joint Owners. Joint Owners must agree to any changes or exercise of the
    rights under the Contract. The Death Benefit becomes payable if any Owner dies prior to the Maturity Date. If the Owner is a non-
    natural person, the Death Benefit becomes payable if any Annuitant dies prior to the Maturity Date. See page 26. We will pay the
    Death Benefit to the Beneficiary (see below).

    Joint Owner
    For Contracts purchased with after-tax money, which we refer to as non-qualified Contracts, Joint Owners may be named in a written
    request to us at any time before the Contract is in effect. A Joint Owner may not be an entity, however, and may not be named if the
    Owner is an entity. In the case of Joint Owners, all Owners must agree to any change or exercise of the rights under the Contract. All
    other rights of ownership must be exercised jointly by both Owners. Joint Owners own equal shares of any benefits accruing or
    payments made to them. In the case of Joint Owners, upon the death of a Joint Owner, we will designate the surviving Joint Owner as
    the Beneficiary, and the Death Benefit is payable. See page 26. This Beneficiary change will override any previous Beneficiary
    designation. All rights of a Joint Owner terminate upon the death of that Owner, so long as the other Joint Owner survives, and the
    deceased Joint Owner’s entire interest in the Contract will pass to the surviving Joint Owner. The Death Benefit is either payable to
    the surviving Joint Owner, or in the case of a surviving Joint Owner who is the spouse of the deceased Joint Owner, will be payable if
    the surviving Joint Owner dies prior to the Maturity Date. See page 27.

    12



    Annuitant and Contingent Annuitant
    The Annuitant is the individual upon whose life the Annuity Payments are based. The Annuitant must be a natural person, who is
    designated by you at the time the Contract is issued. There may be two Annuitants. If you do not designate the Annuitant, the Owner
    will be the Annuitant. In the case of Joint Owners, we will not issue a Contract if you have not designated the Annuitant. If the Owner
    is a non-natural person, an Annuitant must be named. We require the Owner to have an insurable interest in the Annuitant. See page 29.

    You may name a Contingent Annuitant. A Contingent Annuitant is the individual who will become the Annuitant if all named
    Annuitants die prior to the Maturity Date.

    Neither the Annuitant nor the Contingent Annuitant can be changed while he or she is still living. Permitted changes to the Annuitant:

    • If the Owner is an individual, and the Annuitant dies before the Maturity Date, the Contingent Annuitant, if any, will become
      the Annuitant, if two Owners do not exist.
    • Otherwise, the Owner will become the Annuitant if the Owner is a natural person
    • If two individual Owners exist, the youngest Owner will become the Annuitant.
    • The Owner, or joint Owners, must name an individual as the Annuitant if the Owner is age 95 or older as of the date of the
      Annuitant’s death. We require the Owner to have an insurable interest in the Annuitant. See page 29.

    If the Owner is a non-natural person, and any Annuitant dies before the Maturity Date, we will pay the Death Benefit to the designated
    Beneficiary (see below). There are different distribution requirements under the Code for paying the Death Benefit on a Contract that
    is owned by a non-natural person. You should consult your tax adviser for more information if the Owner is a non-natural person.

    Beneficiary
    The Beneficiary is the individual or entity designated by you to receive the Death Benefit. The Beneficiary may become the successor
    Owner if the Owner, who is a spouse, as defined under U.S. federal law, dies before the Annuity Commencement Date or the Maturity
    Date, as applicable. The Owner may designate a Contingent Beneficiary, who will become the Beneficiary if all primary Beneficiaries
    die before any Owner (or any Annuitant if the Owner is a non-natural person). The Owner may designate one or more primary
    Beneficiaries and Contingent Beneficiaries. The Owner may also designate any Beneficiary to be an Irrevocable Beneficiary. An
    Irrevocable Beneficiary is a Beneficiary whose rights and interest under the Contract cannot be changed without the consent of such
    Irrevocable Beneficiary.

    Payment of the Death Benefit to the Beneficiary:

    • We pay the Death Benefit to the primary Beneficiary (unless there are Joint Owners, in which case the Death Benefit is paid
      to the surviving Owner(s)).
    • If all primary Beneficiaries die before any Annuitant or any Owner, as applicable, we pay the Death Benefit to any
      Contingent Beneficiary.
    • If there is a sole natural Owner and no surviving Beneficiary (or no Beneficiary is designated), we pay the Death Benefit
       to
      the Owner’s estate.
    • If the Owner is not a natural person and all Beneficiaries die before the Annuitant (or no Beneficiary is designated), the
      Owner will be deemed to be the primary Beneficiary.
    • One or more individuals may be a Beneficiary or Contingent Beneficiary.
    • In the case of more than one Beneficiary, we will assume any Death Benefit is to be paid in equal shares to all surviving
      Beneficiaries in the same class (primary or contingent), unless you provide Notice to Us directing otherwise.

    We will deem a Beneficiary to have predeceased the Owner if:

    • The Beneficiary died at the same time as the Owner;
    • The Beneficiary died within 24 hours after the Owner’s death; or
    • There is insufficient evidence to determine that the Beneficiary and Owner died other than at the same time.

    The Beneficiary may decide how to receive the Death Benefit, subject to the distribution requirements under Section 72(s) of the
    Code. You may restrict a Beneficiary’s right to elect an Annuity Plan or receive the Death Benefit in a single lump-sum payment.

    Change of Owner or Beneficiary
    You may transfer ownership of a non-qualified Contract before the Maturity Date. The new Owner’s age may not be greater than age
    85, or the age of the current owner, at the time. We require any new Owner to have an insurable interest in the Annuitant. See page
    29. You have the right to change the Beneficiary unless you have designated such person as an Irrevocable Beneficiary at any time
    prior to the Maturity Date. Notice to Us is required for any changes pursuant to the Contract. Any such change will take effect as of
    the date Notice to Us is received and not affect any payment made or action taken by us before recording the change. A change of
    Owner likely has tax consequences. See page 33 for more information.

    13



    Contract Purchase Requirements
    We will issue a Contract so long as the Annuitant and the Owner (if a natural person) are age 80 or younger at the time of application.
    An insurable interest must exist at the time we issue the Contract. In purchasing the Contract, you will represent and acknowledge
    that the Owner has an insurable interest in the Annuitant. We require the agent/registered representative to confirm on the application
    that the Owner has an insurable interest in the Annuitant. Insurable interest means the Owner has a lawful and substantial economic
    interest in the continued life of the Annuitant. See page 29.

    The minimum initial payment (which we refer to as the Initial Premium) must be at least $5,000 for qualified Contracts and at least
    $25,000 for non-qualified Contracts. We currently accept as the Initial Premium payments from multiple sources involving transfers
    and exchanges identified on the application and received no more than 45 days after our receipt of the application.

    We accept Additional Premium, subject to our right in the Contract to limit or refuse to accept Additional Premium in our sole
    discretion. Each Additional Premium must be at least $1,000. Under certain circumstances, we may waive the minimum payment
    requirement for Premiums. We will not accept Additional Premium if the Annuitant or the Owner (if a natural person) are age 85 or
    older when the Additional Premium is received.

    If your Premium payment was transmitted by wire order from your agent/registered representative (broker-dealer), we will follow one
    of the following two procedures after we receive and accept the wire order and investment instructions. Which procedure depends on
    whether your state or agent/registered representative (broker-dealer) requires a paper application to issue the Contract.

    • If an application is required, we will issue the Contract along with a Contract acknowledgement and delivery statement, but
      we reserve the right to void the Contract if we are not in receipt of a properly completed application within 5 days of
      receiving the Initial Premium. We will refund the Accumulation Value plus any charges we deducted, and the Contract will
      be voided. We will return the Premium when required.
    • When an application is not required, we will issue the Contract along with a Contract acknowledgement and delivery
      statement. We require you to execute and return the Contract acknowledgement and delivery statement. Until you do, we
      will require a signature guarantee, or notarized signature, on certain transactions prior to processing.

    Our prior approval is required for Premiums that would cause the premiums of all annuities you maintain with the Company or its
    affiliates to exceed $1,000,000.

    Anti-Money Laundering
    In order to protect against the possible misuse of our products in money laundering or terrorist financing, we have adopted an anti-
    money laundering program satisfying the requirements of the USA PATRIOT Act and other current anti-money laundering laws.
    Among other things, this program requires us, our agents and customers to comply with certain procedures and standards that serve to
    assure that our customers’ identities are properly verified and that premiums and loan repayments are not derived from improper
    sources.

    Under our anti-money laundering program, we may require policy owners, insured persons and/or beneficiaries to provide sufficient
    evidence of identification, and we reserve the right to verify any information provided to us by accessing information databases
    maintained internally or by outside firms.

    We may also refuse to accept certain forms of premium payments or loan repayments (traveler’s checks, cashier's checks, bank drafts,
    bank checks and treasurer's checks, for example) or restrict the amount of certain forms of premium payments or loan repayments
    (money orders totaling more than $5,000.00, for example). In addition, we may require information as to why a particular form of
    payment was used (third party checks, for example) and the source of the funds of such payment in order to determine whether or not
    we will accept it. Use of an unacceptable form of payment may result in us returning the payment and not issuing the Contract.

    Applicable laws designed to prevent terrorist financing and money laundering might, in certain circumstances, require us to
    block certain transactions until authorization is received from the appropriate regulator. We may also be required to provide
    additional information about you and your policy to government regulators.

    Our anti-money laundering program is subject to change without notice to take account of changes in applicable laws or regulations
    and our ongoing assessment of our exposure to illegal activity.

    Availability of the Contract
    The Contract is designed for people seeking long-term tax-deferred accumulation of assets, generally for retirement or other long-term
    purposes. The tax-deferred feature is more attractive to people in high federal and state tax brackets. You should not buy the Contract
    if:

    • You are looking for a short-term investment;
    • You cannot risk getting back an amount less than your initial investment; or

    14



    • Your assets are in a plan that already provides for tax-deferral and you can identify no other benefits in purchasing the Contract.

    When considering an investment in the Contract, you should consult with your investment professional about your financial
    goals, investment time horizon and risk tolerance.

    Replacing an existing insurance contract with the Contract may not be beneficial to you. Before purchasing the Contract, you
    should determine whether your existing contract will be subject to any fees or penalties upon termination of such contract.
    You should also compare the fees and charges, coverage provisions and limitations, if any, of your existing contract to the
    Contract.

    Individual Retirement Accounts, or IRAs, and other qualified plans already have the tax-deferral feature found in the Contract. For an
    additional cost, the Contract provides other features and benefits, which other plans may not provide. You should not purchase a
    qualified Contract unless you want these other features and benefits, taking into account their cost. See page 36.

    Crediting of Premium Payments
    We will process your Initial Premium within 2 Business Days of receipt and allocate it according to the instructions you specify, so
    long as the application and all information necessary for processing the Contract is complete. We will process Additional Premium
    payments within 1 Business Day if we receive all information necessary.

    In the event that your application is incomplete for any reason, we are permitted to retain your Initial Premium for up to 5 Business
    Days while attempting to complete it. If the application cannot be completed during this time, we will inform you of the reasons for
    the delay. We will also return the Initial Premium promptly. Once you complete the application, we will process your Initial
    Premium within 2 Business Days and allocate it according to your instructions. On Additional Premium, we will ask about any
    missing information. Additional Premium will be allocated in the same proportion as the payment of Initial Premium, unless you
    specify otherwise.

    Accumulation Value
    We determine your Accumulation Value for your Contract on a daily basis beginning on the Contract Date. On the Contract Date, the
    Accumulation Value equals the Initial Premium paid less any premium tax, if applicable. At any time after the Contract Date, the
    Accumulation Value equals the sum of the value for Indexed Segment, the Accumulation Value for the Sub-Accounts and the
    Accumulation Value for the Interim Segment. The method used to determine the value for the Sub-Accounts, the Indexed Segments
    and the Interim Segment are described on pages 15, 18 and 23 respectively.

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

    Other Contracts
    We and our affiliates offer various other products with different features and terms than the Contracts. These products have different
    benefits, fees and charges, and may or may not better match your needs. Please consult your agent/registered representative if you are
    interested in learning more information about these other products.

    Allocations
    You elect the Indexed Segments and Sub-accounts to allocate your Premium or make Reallocations to. As discussed below, your
    allocation instructions must select the Sub-accounts and Indexed Segment(s) you wish to allocate to and may include a Rate Threshold
    for each Indexed Segment unless you select Dollar Cost Averaging as described below. For Indexed Segments, during the time
    between the Premium Receipt Date and the next Segment Start Date, Premiums will be placed in the Interim Segment. You may
    make changes to your allocation instructions at any time prior to the close of business on the Segment Start Date.

    Segment Participation Requirements for Indexed Segments
    In order for Premium to be allocated or a Reallocation to be made to an Indexed Segment on a Segment Start date the Segment
    Participation Requirements must be for the applicable Segment. If Premium is to be allocated or a Reallocation is to be made to multiple
    Indexed Segments, Premium or Reallocations will be allocated only to those Indexed Segments whose Segment Participation
    Requirements are met.

    15



    The following Segment Participation Requirements must be met on a Segment Start Date in order for Premium or Accumulation
    Value to be allocated to an Indexed Segment:

    (1)  The Indexed Segment is available; 
    (2)  The Indexed Segment does not have an Segment Term that extends beyond your Annuity Commencement Date; and 
    (3)  The declared Cap Rate for the Indexed Segment is equal to or greater than the Rate Threshold (described below), if any, 
      which you may have set. 

     

    Rate Threshold for Indexed Segments
    You may select a Rate Threshold for each Indexed Segment that you wish to allocate Premium or make Reallocations to. For Indexed
    Segments, your Premium or Reallocation will not be allocated to the Indexed Segment unless the Cap Rate is greater than or equal to
    the Rate Threshold. The Cap Rate is discussed more fully on page 18. The Rate Threshold you set represents the minimum Cap Rate
    you find acceptable for a particular Segment. It is important to understand that you will not know the Cap Rate for an Indexed
    Segment prior to the allocation of Premium or Reallocation on the Segment Start Date. Once Premium has been invested in
    the Indexed Segment, you will not be able to reallocate it to another Segment prior to the end of the Segment Term, and
    Withdrawals from that Segment or a Surrender of the Contract will be subject to any applicable Surrender Charges.

    Initial Allocation to an Indexed Segment
    You may make allocations of Premium or Reallocations (from the Sub-Accounts, the Interim Segment or other Indexed Segments) to
    one or more Indexed Segments. All allocations of Premium and Reallocations must be in whole percentages that total 100%. All
    Premium allocations to an Indexed Segment will be initially held in the Interim Segment until a Segment Start Date.

    If the applicable Segment Participation Requirements for the Indexed Segment you have selected are met on the first Segment Start
    Date following the allocation of Premium or Reallocation, the Premium or Reallocation will be automatically allocated to that Indexed
    Segment. If the Segment Participation Requirements are not met, then that portion of the Premium or amount reallocated will remain
    in or be transferred to the Interim Segment. With respect to values remaining or transferred to the Interim Segment, each subsequent
    month on the Segment Start Date, if the Segment Participation Requirements for the Indexed Segment are met, that value will be
    allocated to the applicable Indexed Segment. You may change your allocation or modify or remove the Rate Threshold for values in
    the Interim Segment at any time up to the close of business on the day prior to the Segment Start Date. You may set only one Rate
    Threshold per Indexed Segment at a time.

    Reallocations at the End of a Segment Term.
    We will provide Notice to You prior to the end of a Segment Term. The notice will specify the Indexed Segments that will be
    available at the next Segment Start Date. You may submit Reallocation instructions with respect to the value allocated to that Indexed
    Segment (including a new Rate Threshold for the current Indexed Segment or a different Indexed Segment) to us at any time up to the
    close of business prior on the Segment Start Date. You may make a Reallocation to any available Indexed Segment or Sub-Account
    provided that you may not make a Reallocations to an Indexed Segment whose Segment End Date is later than your Contract’s
    Maturity Date.

    On the following Segment Start Date, the value in the expiring Indexed Segment will be allocated according to the Reallocation
    instructions you provided. If you do not provide Reallocation instructions, the value in the Indexed Segment will be automatically
    reallocated to the same Segment provided the Segment Participation Requirements are met. If the Segment Participation Requirement
    is not met, the value in the Indexed Segment will be reallocated to the Interim Segment. Unless you provide a new Rate Threshold as
    part of new allocation instructions, the Rate Threshold previously provided for the ending Segment Term will continue to apply.

    Dollar Cost Averaging
    Dollar cost averaging or DCA is available for initial allocations of Premiums and Reallocations. The Interim Segment serves as the
    source account from which we will, on a monthly basis, automatically transfer a set dollar amount of money to the Indexed Segment
    you specify. You may participate in dollar cost averaging by providing Notice to Us of your election to participate. There is no
    additional charge for dollar cost averaging. You also set the duration you would like the Premium to be invested over. The maximum
    duration is 12 months. You may not set a Rate Threshold in connection with the DCA program.

    The minimum monthly transfer amount is $[__]. We will transfer all your money allocated to the Indexed Segments you specify in
    equal payments over the relevant duration. The last payment will include earnings accrued in the Interim Segment over the duration.
    DCA may be subject to limited availability in connection with systematic withdrawals. The transfer date for each allocation into an
    Indexed Segment will be the Segment Start Date each month. If, on any Segment Start Date, the value in the Interim Segment is equal
    to or less than the amount you have elected to allocate, the entire amount will be allocate and the program will end. You may
    terminate the DCA at any time by sending Notice to Us at least 7 days before the next Segment Start Date.

    DCA will allow you to invest Premium in the Indexed Segments at different Cap Rates (for Indexed Segments) and is designed to
    lessen the impact of Cap Rate fluctuation on your investment. Therefore, investment in Segments with higher average Cap Rate may

    16



    be achieved over the long term; however, we cannot guarantee this. DCA does not guarantee that you will earn a profit or be
    protected against losses. You should consider your ability to withstand periods of potentially significantly fluctuating Cap Rates.

    We may modify, suspend or terminate DCA. We will send Notice to You in advance. Such modification, suspension or termination,
    however, will apply prospectively only and will not affect any DCAs in effect at the time.

    If an Indexed Segment you have selected is not available on a Segment Start Date, any amount in the dollar cost averaging account
    destined for that Segment will remain in the Interim Segment until it becomes available or you provided different instructions.

    The Indexed Segments

    Indexed Segments
    You may allocate to one or more Indexed Segments. The Contract will have at least one Indexed Segment available at all times.
    There is no guarantee that the same or similar Indexed Segments as those currently offered will be available for future new Premiums
    or for Reallocations. We reserve the right to add Segments or Indexes, or to cease offering a specific Segment or specific Index
    or accepting additional Premiums or reallocations to any Segment or to the Contract, at any time.

    You may elect to allocate any portion of Premiums or make Reallocations to Indexed Segments. Each Indexed Segment has a
    corresponding Index, Segment Term and Buffer. Each Indexed Segment will also have a Cap Rate, which is determined by Us on the
    Segment Start Date. The currently available Indexed Segments are listed on the inside cover of this prospectus.

    We reserve the right to cease offering one or more Indexed Segments and/or to offer different Indexed Segments. Some Indexed
    Segments may be available only for new Premiums, only for Reallocations or only for Reallocations from the same Indexed Segment
    at the end of such Indexed Segment’s Segment Term. You may allocate Premium or make Reallocations to any available Indexed
    Segment provided that the Segment Participation Requirements are met.

    Segment Term
    For the Indexed Segments, the Segment Term is the period over which the Index Credit is calculated and Cap Rate is guaranteed.
    Each Indexed Segment has its own separate Segment Term. The Segment Term begins on the Segment Start Date for such Premium
    in the Indexed Segment. The Segment End Date is the 24th day of the month that the Segment Term Ends.

    For example, an Index Term with a Segment Start Date of June 25, 2014 and a 1 year Segment Term would end on June 24, 2015.
    Therefore, the subsequent Segment Term begins on the applicable Segment Start Date and ends on the day before the anniversary of
    the Segment Start Date in the final year of that Segment Term.

    Index Credit
    Index Credits are calculated as the Index Change, subject to the applicable the Cap Rate and Buffer. The Index Change, Cap Rate and
    Buffer are described in more detail below. The Indexed Segment’s value may increase or decrease through positive or negative Index
    Credits.

    The following table summarizes how the Index Credit is determined based on the Index Change.

    If the Index Change is:  Then the Index Credit will Equal: 
    positive and greater than or equal to the Cap Rate  the Cap Rate 
    positive, but less than the Cap Rate  the Index Change 
    negative but is greater than the Buffer  0% 
    negative and less than the Buffer  the Index Change, offset by the Buffer 

     

    The Cap Rate, Buffer and the Index Credit are rates of return for the entire Segment Term (from the Segment Start Date to
    the Segment Maturity Date), NOT annual rates of return, even if the Segment Duration is longer than one year. Accordingly,
    the Index Change and the Rate Threshold are also not annual rates.

    The performance of the Index, the Cap Rate and the Buffer are all measured from the Segment Start Date to the Segment Maturity
    Date, and the Cap Rate and Buffer apply if you hold the Indexed Segment until the Segment Maturity Date.

    Index Change
    The Index Change for an Indexed Segment is calculated using the following formula:

    17



    Index Change =  _(i) – (ii)_ 
      (ii) 
    where:   

     

    (i) Is the value of the Index (which we refer to as the Index Number) as of the date the Index Change is calculated; and 
    (ii) Is the Index Number as of the start of the Segment Term. 

     

      We convert the decimal to the equivalent percentage to determine the Index Change.

    Cap Rate
    The Cap Rate is the maximum Index Change that may be applied at the end of the Segment Term. The Cap Rate is a declared factor
    and is set by us in our sole discretion. On each Segment Start Date, we will declare a new Cap Rate that is guaranteed for the Segment
    Term. The Cap Rate may vary by Segment. Because you will not know the Cap Rate in advance of the Segment Start Date, you
    should set a Rate Threshold if you do not wish to invest in a Segment with a Cap Rate below a certain rate. See page 16 for
    more information about setting a Rate Threshold.

    While we have no specific formula for determining the Cap Rate for a Segment, we may consider various factors, such as the yields
    available on the fixed income securities we use to support our guarantees under the Contract. An increase in the yields could have a
    corresponding impact on the Cap Rates and vice versa. The Cap Rates could be similarly impacted by the costs to hedge these
    investments using derivatives, for example, options and futures contracts. Also, we may consider the level of compensation we pay
    for the promotion and sale of the Contract and our administrative expenses, in addition to regulatory and tax requirements, and general
    economic trends and competitive factors.

    Buffer
    The Buffer is the amount of any negative Index Change that will be absorbed by the Company. If the Index Change is negative, the
    Index Change is offset by the amount of the Buffer. For example, if you have selected an Indexed Segment with a 20% Buffer and the
    Index Change is -30% then the Indexed Segment’s value would be reduced by 10%.

    Not all Buffers may be available for each Index and Segment Term. Generally, Indexed Segments with larger Buffers will tend to
    have lower Cap Rates than Indexed Segments with smaller Buffers using the same Index and with the same Segment Term. The
    currently available Buffers are listed in the Segment Chart on the inside cover of this prospectus. There is a risk of a substantial loss
    of your principal because you agree to absorb all losses to the extent they exceed the Buffer for any Indexed Segment you
    chose to invest in. Currently, the highest level of protection is the [30% Buffer] and the lowest level of protection is the [10% Buffer].

    Indexed Segment Value on Segment Start Date and Segment End Date

    On the Segment Start Date, an Indexed Segment’s value is equal to the Premium allocated or Reallocation to the Indexed Segment,
    less any premium tax, if applicable.

    On the Segment End Date, the Indexed Segment’s value equals:

    The Indexed Segment’s value on the Segment Start Date; multiplied by 
    (1+ the applicable Index Credit) 

     

    Important Note: If you make a Withdrawal prior to the end of a Segment Term, for the remainder of the Segment Term, the Index
    Credit is proportionately reduced by the percentage amount that the Withdrawal reduced the Indexed Segment’s value on the day of
    the Withdrawal. See Prorate Factor below.

    Indexed Segment Value During the Segment Term
    The Prorate Factor will be used in determining an Indexed Segment’s value during the Segment Term. We use the following formula
    to determine the Prorate Factor:

    Prorate Factor =  Number of days elapsed in Segment Term 
      Number of days in Segment Term 

     

      We then apply the Prorate Factor by multiplying the Prorate Factor by the Indexed Segment’s Cap Rate and Buffer. The same
    methodology we use to determine an Index Credit at the end of the Segment Term is then used to calculate the Index Credit using the
    prorated Cap Rate and Buffer. The Index Credit may be positive or negative:

    18



      Before the Segment End Date, the Indexed Segment’s value equals:

    The Indexed Segment’s value on the Segment Start Date; multiplied by 
    (1+ the applicable Index Credit) where the Index Credit is calculated by applying the Prorate Factor to the Indexed 
    Segment Cap Rate and Buffer. 

     

    Withdrawal Adjustments
    A Withdrawal from an Indexed Segment during a Segment Term reduces the Indexed Segment’s value that is available to participate
    in Index Credit for the remainder of the Segment Term.

    If a Withdrawal from an Indexed Segment occurs before the end of the Segment Term, for the remainder of the Segment Term, we
    calculate the Indexed Segment’s value using a Withdrawal Adjustment. The Withdrawal Adjustment is determined using the
    following formula:

    Withdrawal Adjustment   Index Segment's value Before Withdrawal - Withdrawal Amount
    Segment's value Before Withdrawal 

     

      If Withdrawals have already been made during the Segment Term, the result of the above formula is multiplied by the Withdrawal
    Adjustment for the previous Withdrawal to determine the Withdrawal Adjustment for the current Withdrawal.

    On or before the Segment End Date, after a Withdrawal, the Indexed Segment’s value equals:

    The Indexed Segment’s value on the Segment Start Date; multiplied by 
    A Withdrawal Adjustment for any Withdrawal from the Indexed Segment during the Segment Term; plus 
    The result multiplied by (1+ the applicable Index Credit) where the Index Credit is calculated by applying the Prorate 
    Factor to the Indexed Segment Cap Rate and Buffer 

     

      Premium taxes are deducted from the calculation of Indexed Segment’s value, as applicable.

    For days other than Business Days, Index Credits are determined using Index Values from the previous Business Day.

    Indexed Segment Value on Segment Maturity Date Illustrative Examples:
    The following examples show how we calculate an Indexed Segment’s value, using the formula indicated above, on $100,000 of
    Premium allocated to an Indexed Segment. The Premium is allocated until the end of the Segment Term.

    Illustrative Example #1 – Negative Index Performance that is Offset by the Buffer

    For purposes of this example: (ii) is the Index Number as of the Segment Start Date, which is 1,000; (i) is the Index Number as of the
    Segment End Date, which is 940; the Index Buffer is 10% and the Cap Rate is 15%.

    Step One is to determine the Index Change: (940-1000)/1,000 = ( 0.06), which, when converted to the equivalent percentage is -6%.

    Because the Index Change is negative, Step Two is to compare the Index Change to the Buffer. Because the offset provided by the
    Buffer (10%) is larger than the Index Change (-6%), the Index Credit is 0%.

    Step Three is to apply the Index Credit to the amount allocated to the Indexed Segment: $100,000 (1 + 0%) = $100,000.

    Thus, the Indexed Segment’s value remains $100,000.

    Illustrative Example #2 – Negative Index Performance that is Partially Offset by the Buffer

    For purposes of this example: (ii) is the Index Number as of the Segment Start Date, which is 1,000; (i) is the Index Number as of the
    Segment End Date, which is 880; the Index Buffer is 10% and the Cap Rate is 15%.

    Step One is to determine the Index Change: (880-1000)/1,000 = (-0.12), which, when converted to the equivalent percentage is -12%.

    19



    Because the Index Change is Negative, Step Two is to compare the Index Change to the Buffer. The Index Credit is the Index Change
    (-12%) offset by the Buffer (10%). In this example, the Index Credit is -2%.

    Step Three is to apply the Index Credit to the amount allocated to the Indexed Segment: $100,000 x (1 + -2%) = $98,000.

    Thus, the Indexed Segment’s value is reduced to $98,000.

    Illustrative Example #3 – Positive Index Performance that is Greater Than the Cap

    For purposes of this example: (ii) is the Index Number as of the Segment Start Date, which is 1,000; (i) is the Index Number as of the
    Segment End Date, which is 1170; and the Cap Rate is 15%.

    Step One is to determine the Index Change: (1170-1000)/1,000 = 0.17, which, when converted to the equivalent percentage is 17%.

    Because the Index Change is Positive, Step Two is to compare the Index Change to the Cap Rate. The Index Credit is the lesser of the
    Cap (15%) or the Index Change (17%). In this example, since Index Change is greater than the Cap Rate, the Index Credit is equal to
    the Cap Rate: 15%.

    Step Three is to apply the Index Credit to the amount allocated to the Indexed Segment: $100,000 x (1 + 15%) = $115,000.

    Thus, the Accumulation Value allocated to the Indexed Segment is increased to $115,000.

    Illustrative Example #4 – Positive Index Performance that is Less than the Cap

    For purposes of this example: (ii) is the Index Number as of the start of the Segment Start Date, which is 1,000; (i) is the Index
    Number as of the Segment End Date, which is 1080; and the Cap Rate is 15%.

    Step One is to determine the Index Change: (1080-1000)/1,000 = 0.08, which, when converted to the equivalent percentage is 8%.

    Because the Index Change is Positive, Step Two is to compare the Index Change to the Cap Rate. The Index Credit is the lesser of the
    Cap Rate (15%) or the Index Change (8%). In this example, since the Index Change is less than the Cap Rate, the Index Credit is
    equal to the Index Change: 8%.

    Step Three is to apply the Index Credit to the amount allocated to the Indexed Segment: $100,000 x (1 + 8%) = $108,000.

    Thus, the Indexed Segment’s value is increased to $108,000.

    Indexed Segment Value prior to Segment Maturity Date Illustrative Examples:
    The following examples show how we calculate an Indexed Segment’s value, using the formula indicated above, on $100,000 of
    Premium, after 6 months of a 1 year Segment Term.

    Illustrative Example #1 – Negative Index Performance that is Offset by prorated Buffer, half of Segment Term Elapsed

    For purposes of this example: (ii) is the Index Number as of the start of the Segment Start Date, which is 1,000; (i) is the Index
    Number after half of the Segment Term has elapsed, which is 940; the Index Buffer is 10% and the Index Cap is 15%.

    Step One is to determine the Index Change: (940-1000)/1,000 = (-0.06), which, when converted to the equivalent percentage is -6%.

    Because the Index Change is negative, Step Two is to calculate the Buffer, using the Prorate Factor to reflect that 50% of the Segment
    Term has elapsed: - 10% x 0.5 = - 5%

    Step Three is to compare the Index Change to the prorated Buffer. The Index Credit is the Index Change (-6%) less the Index Buffer
    (-5%). In this example, the Index Credit is -1%.

    Step Four is to apply the Index Credit to the Indexed Segment’s value: $100,000 x (1 + -1%) = $99,000.

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    Illustrative Example #2 – Positive Index Performance that is Less Than the prorated Cap, half of Segment Term Elapsed

    For purposes of this example: (ii) is the Index Number as of the start of the Index Period, which is 1,000; (i) is the Index Number after
    half of the Segment Term has elapsed, which is 1170; the Index Buffer is – 10% and the Cap Rate is 15%.

    Step One is to determine the Index Change: 1170/1,000 -1 = 0.17, which, when converted to the equivalent percentage is 17%.

    Because the Index Change is positive, Step Two is to calculate the prorated Cap Rate, using the Prorate Factor to reflect that 50% of
    the Segment Term has elapsed: 15% x 0.5 = 7.5%

    Step Three is to compare the Index Change to the prorated Cap Rate. The Index Credit is the lesser of the Index Change (17%) and
    the Cap Rate (7.5%). In this example, the prorated Index Credit is 7.5%.

    Step Four is to apply the Index Credit to the Indexed Segment’s value: $100,000 x (1 + 7.5%) = $107,500.

    Indexed Segment Value on Segment Maturity Date, after two Withdrawals during the Segment Term, Illustrative Examples:
    The following example shows how we calculate an Indexed Segment’s value, using the formula indicated above, on $100,000 of
    Premium allocated to an Indexed Segment when withdrawals have been made during the Segment Term. During the Segment Term,
    $10,000 is withdrawn from the Indexed Segment when the Indexed Segment’s value on the date of the Withdrawal was $105,000 and
    an additional $5,000 is withdrawn from the Indexed Segment when the Indexed Segment’s value was $90,000.

    Illustrative Example – Positive Index Performance that is Less than the Cap

    For purposes of this example: (ii) is the Index Number as of the start of the Segment Start Date, which is 1,000; (i) is the Index
    Number as of the Segment End Date, which is 1080; and the Cap Rate is 15%.

    Step One is to determine the Index Change: (1080-1000)/1,000 = 0.08, which, when converted to the equivalent percentage is 8%.

    Because the Index Change is Positive, Step Two is to compare the Index Change to the Cap Rate. The Index Credit is the lesser of the
    Cap Rate (15%) or the Index Change (8%). In this example, since the Index Change is less than the Cap Rate, the Index Credit is
    equal to the Index Change: 8%.

    Step Three is to determine the Withdrawal Adjustment: [(105,000 – 10,000) / 105,000] x [(90,000 – 5,000) /90,000] = .8545

    Step Four is to apply the Index Credit and the Withdrawal Adjustment to the Indexed Segment’s value: $100,000 x (1 + 8%) x .8545 =
    $92,286.

    Thus, the Indexed Segment’s value is $92,286.

    The Indexes

    As described above, the performance of each Indexed Segment is tied to the performance of one or more securities indexes,
    commodities indexes or exchange-traded funds. We refer to all of these indexes and exchange-traded funds as “Indexes” for purposes
    of this prospectus. The Indexed Segments are not index funds. While you may participate in the performance of that Index by
    investing in the Indexed Segment, you are not investing directly in any indexes or exchange traded-fund and you do not participate in
    the investment results of any assets we hold in relation to the Indexed Segments. See page 9 for information about the separate
    account that holds the assets related to the Indexed Segments. Depending upon the performance of the Index used by the Indexed
    Segment in which you invest, you could lose money.

    We currently use [four] Indexes within the Indexed Segments:
    [Index/ETF1]
    [Index/ETF2]
    [Index/ETF3]
    [Index/ETF4]

    We have permission to offer the Indexes described below pursuant to a license agreement or other arrangement with each sponsor.

    [DESCRIPTION OF INDEXES TO BE COMPLETED BY PRE-EFFECTIVE AMENDMENT]

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    Availability of Indexes
    We may add Indexed Segments utilizing a new Index as we deem appropriate. Alternatively, we may cease to accept initial
    allocations of Premiums or Reallocations to Indexed Segments that utilize a particular Index at any time in our sole discretion. We
    may also cease, in our own discretion, to accept Reallocations to Indexed Segments that utilize a particular Index (when you reallocate
    from one Segment to another), or cease to permit Premiums from continuing to be applied to an Indexed Segment at the end of a
    Segment Term. The Contract will have at least one Index available at all times.

    We may also substitute an Index under the following conditions:

    • The Index is discontinued by its sponsor
    • The composition of the Index is substantially changed; or
    • Our agreement with the Index sponsor is terminated (see page 21).

    We will not eliminate an Index underlying an Indexed Segment to which to which you have allocated until the end of the Segment
    Term. Rather, in determining to eliminate an Index, we will cease accepting new investments in Indexed Segments utilizing the
    eliminated Index, or cease to permit Reallocations from continuing to be applied to Indexed Segments utilizing the eliminated Index at
    the end of the Segment Term, until you no longer have any allocations in Indexed Segments that utilize the eliminated Index.

    We will notify you of the available Indexed Segments prior to the end of the Segment Term. For more information on Reallocations,
    see page 16.

    We will substitute an Index during an Indexed Segment’s Term only in the event that the Index is discontinued by its sponsor, or the
    circumstances under which our agreement with the sponsor do not allow sufficient time for us to eliminate the Index. If we need to
    substitute an Index before the end of the Segment Term we will designate an index that is comparable, which means the designated
    substitute Index would have a similar composition of underlying securities, sufficient liquidity for hedging and recognition in the
    marketplace. For example, an index that is comparable to the [Index/ETF1] will have stocks of large, publicly held domestic
    companies. Also, we will designate a substitute Index that has similar performance. We will calculate the Index Credit using the
    performance of the designated substitute Index. The Index Credit will reflect the Index Change of the designated substitute Index over
    the Segment Term, but still subject to the same Cap Rate that we declared at the beginning of the Segment Term. We use the Index
    Change of the designated substitute Index to calculate the Index Credit because the Index Number of the designated substitute Index
    as of the start of the Segment Term may not be the same as the Index Number of the discontinued Index:

      Index  Index       
      Number as  Number as       
      of Start of  of End of       
      Index  Index  Index    Index 
      Period  Period  Change  Cap Rate  Credit 
    Discontinued Index  1,500  N/A  N/A  7%  N/A 
    Substitute Index  2,215  2,268  2.39%  7%  2.39% 

     

    It is possible that the Index Credit attributable to the designated substitute Index may not be as great as the Index Credit you
    might have been anticipating based on the discontinued Index (had the index sponsor not discontinued the Index).

    Otherwise, any Additional Premium allocations or Reallocations to an Indexed Segment are subject to the terms and conditions in
    existence for such Indexed Segment available at that time, including the Cap Rates, which may differ from those applicable to
    previous allocations.

    The Contract will have at least one Index available at all times. We reserve the right to add Indexes, subject to approval by the
    insurance supervisory official in the jurisdiction in which the Contract is issued.

    Index Sponsors

    [DISCLOSURE REQUIRED BY INDEX SPONSORS TO BE COMPLETED BY PRE-EFFECTIVE AMENDMENT]

    The Interim Segment

    The Interim Segment is an account used as a “holding” account for administrative purposes in connection with Indexed Segments.
    You may not make allocations directly to the Interim Segment. The Interim Segment credits interest from the Segment Start Date
    until the Segment End Date. Currently, the Interim Segment has a Segment Term of 1 year. The Segment Term is the period over

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    which the Fixed Interest Rate is calculated and guaranteed. Each transfer to the Interim Segment has its own separate Segment Term.
    The Segment Term begins on the date a Premium or Reallocation is transferred to the Interim Segment.

    We credit interest daily at a rate that yields the Fixed Interest Rate for the Segment Term. In the event of a Withdrawal, Surrender, or
    if the Death Benefit becomes payable or you elect to receive Annuity Payments, interest, if any, will be credited to the portion of the
    value in Interim Segment applied to the transaction, including the day the transaction is processed. Your agent/registered
    representative should have the guaranteed rates of return currently available. You can also find them out by contacting us. Our
    contact information appears on the cover of this prospectus. Fixed Interest Rate is guaranteed to be no less than 1%.

    We do not use a specific formula to set these guaranteed rates of interest. We determine the interest rates in our sole discretion. We
    may, but are not required to consider, factors, including but not limited to the interest rate on the fixed income investments we use to
    support our guarantees (in which you have no direct or indirect interest), regulatory and tax requirements, sales commissions and
    administrative expenses borne by us, general economic trends and competitive factors. We cannot predict the level of future interest
    rates.

    Interim Segment Value

    On the Segment Start Date, the value of the Interim Segment is equal to the amount allocated to the Interim Segment, less any
    premium tax, if applicable.

    On each day thereafter the value of the Interim Segment equals:

    The amount transferred to the Interim Segment 
    Minus any Surrender, Withdrawals withdrawn or transfers from the Interim Segment 
                   Plus interest credited daily at the Fixed Interest Rate. 

     

    Surrenders and Withdrawals

    At any time prior to the Annuity Commencement Date, you may Surrender the contract for its Cash Surrender Value or Withdraw a
    portion of the Accumulation Value. A Surrender or Withdrawal before the Owner or Annuitant, as applicable, reaches age 59 ½ may
    be subject to a U.S. federal income tax penalty equal to 10% of such amount treated as income, for which you would be responsible.
    See page 33 for a general discussion of the U.S. federal income tax treatment of the contract, which discussion is not intended to be
    tax advice. You should consult a tax adviser for advice about the effect of U.S. federal income tax laws, state laws or any other tax
    laws affecting the contract, or any transaction involving the contract.

    Except under certain qualified Contracts, you may take a Surrender or Withdrawal of the Contract at any time before the earlier of:

    • The date on which Annuity Payments begin; and
    • The death of the Owner (or, if the Owner is not a natural person, the death of the Annuitant).

    A Surrender or Withdrawal before the Owner or Annuitant, as applicable, reaches age 59½ may be subject to a U.S. federal income
    tax penalty equal to 10% of the amount of such Surrender treated as income, for which you would be responsible. See page 33 for a
    general discussion of the U.S. federal income tax treatment of the Contract, which discussion is not intended to be tax advice. You
    should consult a tax adviser for advice about the effect of U.S. federal income tax laws, state laws or any other tax laws affecting the
    Contract, or any transaction involving the Contract.

    Cash Surrender Value
    You may take the Cash Surrender Value from the contract. We do not guarantee a minimum Cash Surrender Value. The Cash
    Surrender Value will fluctuate daily based on the results of the Sub-account(s) and Segments to which your Accumulation Value is
    allocated. At any time prior to the Annuity Commencement Date, the Cash Surrender Value equals the greater of (1) Contract’s
    Accumulation Value minus any non-daily charges that have been incurred but not deducted and (2) the sum of the value of each
    Indexed Segment, each Sub-Account and the Fixed Strategy Minimum Guaranteed Value (as calculated below) minus any non-daily
    charges that have been incurred but not deducted. The Cash Surrender Value may be more or less than the Premium payment you
    made.

    The Interim Segment Minimum Guaranteed Value equals: 
    87.5% of the portion of the value transferred to the Interim Segment, less Premium Taxes, if applicable 
    Adjusted for Any Re-elections, transfers, or Surrender or Withdrawals 
    Plus interest credited daily at the applicable Minimum Guaranteed Surrender Value Interest Rate. 

     

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    The initial Minimum Guaranteed Surrender Value Interest Rate is set on the Contract Date and will not change for the first eight
    Contract Years. On the eighth Contract Anniversary and on each Contract Anniversary thereafter, the Minimum Guaranteed Surrender
    Value Interest Rate will be set equal to the average of the five-year Constant Maturity Treasury Rate for each day that it is reported by
    the Federal Reserve during the month of October in the calendar year preceding the calendar year of the Contract Anniversary, less
    1.25%. The Minimum Guaranteed Surrender Value Interest will be rounded to the nearest 0.05% and will not be greater than 3.0% or
    less than 1.0%.

    To Surrender the contract, you must provide Notice to Us. If we receive your Notice to Us before the close of business on any
    Business Day, we will determine the Cash Surrender Value as of the close of business on such Business Day; otherwise, we will
    determine the Cash Surrender Value as of the close of the next Business Day. We may require that the contract be returned to us
    before we pay you the Cash Surrender Value. If you have lost the contract, we may require that you complete and return to Customer
    Service a lost contract form.

    We will pay the Cash Surrender Value within 7 days of receipt of Notice to Us of such Surrender. You may receive the Cash
    Surrender Value in a single lump sum payment. Upon payment of the Cash Surrender Value, the contract will terminate and cease to
    have any further value.

    Withdrawals
    You may withdraw a portion of the Accumulation Value from the Contract (which we refer to as a Withdrawal). You may specify the
    order of processing the withdrawals, including whether you wish to take your withdrawal from a particular Premium and/or from the
    Interim Segment or particular Indexed Segments. Unless you specify otherwise, Withdrawals will be taken from oldest Premiums first
    on a first in first out basis (FIFO) regardless off the current allocation of that Premium.

    With respect to a particular Premium that is invested in more than one Segment and or Sub-Account, unless you specify otherwise,
    withdrawals will be taken first from the portion of the Accumulation Value allocated to the Sub-Account, Interim Segment, and then
    pro-rata from the Indexed Segments. Withdrawals from Indexed Segments will reflect a positive or negative Index Credit.

    To make a Withdrawal, you must provide Notice to Us of such Withdrawal. If we receive your Notice to Us before the close of
    business on any Business Day, we will determine the amount of the Accumulation Value at the close of business on such Business
    Day; otherwise, we will determine the amount of the Accumulation Value as of the close of the next Business Day. A Withdrawal
    may be subject to a Surrender Charge.

    We currently offer both regular Withdrawals and Systematic Withdrawals.

    Regular Withdrawals
    After your Right to Examine and Return the Contract has expired (see page 30), you may take one or more regular Withdrawals. Each
    such regular Withdrawal must be a minimum of the lesser of:

    • $500;
    • An amount equal to 10% of the Accumulation Value (after the first Contract Year) minus any Withdrawals already taken
      during the Contract Year (as determined on the date of such Withdrawals(s)), which we refer to as the Free Amount
       Percentage (see page 10); and
    • The minimum distribution amount (RMD) required by the Code.

    You are permitted to make regular Withdrawals regardless of whether you have previously elected, or continue to elect, to make
    systematic Withdrawals. A Withdrawal will be deemed a Surrender and the Cash Surrender Value will be paid if, after giving effect
    to the requested Withdrawal, the Cash Surrender Value remaining would be less than $2,500.

    Systematic Withdrawals
    You may choose to receive automatic Systematic Withdrawal payments from the Accumulation Value, provided you are not making
    IRA Withdrawals (see “Surrenders from Individual Retirement Annuities” below). You may take Systematic Withdrawals monthly,
    quarterly or annually. Systematic Withdrawals will incur Surrender Charges, unless you limit the amount of your Systematic
    Withdrawals to the maximum amount available for Surrender in a Contract Year without incurring Surrender Charges. There is no
    additional charge for electing the Systematic Withdrawal option. Only one Systematic Withdrawal option may be elected at a time.
    You may begin a Systematic Withdrawal in a Contract Year in which a regular Withdrawal has been, or will be, made.

    If you are eligible for Systematic Withdrawals, you must provide Notice to Us of the date on which you would like such Systematic
    Withdrawals to start. This date must be at no earlier than 30 days after the Contract Date and no later than the 28th day of any calendar
    month. For a day that is after the 28th day of any calendar month, the payment will be made on the first Business Day of the next
    succeeding calendar month. Subject to these restrictions on timing, if you have not indicated a start date, your Systematic
    Withdrawals will begin on the first Business Day following the Contract Date (or the monthly or quarterly anniversary thereof), and

    24



    the Systematic Withdrawals will be made at the frequency you have selected. If the day on which a Systematic Withdrawal is
    scheduled is not a Business Day, the payment will be made on the next Business Day.

    You may express the amount of your Systematic Withdrawal as either:

    • A fixed dollar amount; or
    • An amount that is a percentage of the Accumulation Value.

    The amount of each Systematic Withdrawal must be a minimum of $100. If your Systematic Withdrawal is a fixed dollar amount of
    less than $100 on any Systematic Withdrawal date, we will automatically and immediately terminate your Systematic Withdrawal
    election. Fixed dollar Systematic Withdrawals that are intended to satisfy the requirements of Section 72(q) or 72(t) of the Code may
    exceed the maximum amount available for Surrender in a Contract Year without incurring Surrender Charges. However, such
    Withdrawals will incur Surrender Charges on any amount in excess of such applicable maximum amount.

    Systematic Withdrawals of an amount based on a percentage of the Accumulation Value are subject to the applicable maximum
    percentage of Accumulation Value as shown below, which is used to calculate the amount of Surrender on the date of each Systematic
    Withdrawal:

    Frequency of Systematic Withdrawals  Maximum Percentage of Accumulation Value 
    Monthly  0.83% 
    Quarterly  2.50% 
    Annually  10.00% 

     

    If your Systematic Withdrawal of an amount that is a percentage of the Accumulation Value would be less than $100, we will
    automatically increase the amount to $100, provided it does not exceed the applicable maximum percentage of Accumulation Value
    and you have elected not to incur Surrender Charges. Otherwise, we will only pay the portion that would not incur Surrender Charges
    and then automatically and immediately terminate your Systematic Withdrawal election.

    You may change the fixed dollar amount, or percentage of Accumulation Value, of your Systematic Withdrawal once each Contract
    Year, except in a Contract Year during which you have previously made a regular Withdrawal. You may cancel the Systematic
    Withdrawal option at any time by providing Notice to Us at least 7 days before the date of the next scheduled Systematic Withdrawal.
    For Systematic Withdrawals based on a fixed dollar amount, we will not adjust the Systematic Withdrawal payments to account for
    any Additional Premium received from you. For Systematic Withdrawals based on a percentage of your Accumulation Value,
    however, we will automatically incorporate into the Systematic Withdrawal calculation any Additional Premiums received from you.

    Surrender Charges on Systematic Withdrawals
    Systematic Withdrawals will incur Surrender Charges, unless you elect to limit the amount of your Systematic Withdrawals to the
    maximum amount available for Surrender in a Contract Year without incurring Surrender Charges. In the event that a Systematic
    Withdrawal incurs a Surrender Charge, we will apply the Surrender Charge to the Accumulation Value.

    Withdrawals from Individual Retirement Annuities
    If you have an IRA Contract (other than a Roth IRA Contract) and will be at least age 70½ during the current calendar year, you may,
    pursuant to your IRA Contract, elect to have distributions made to you to satisfy requirements imposed by U.S. federal income tax
    law. Such IRA Withdrawals provide payout of amounts required to be distributed by the Internal Revenue Service rules governing
    mandatory distributions under qualified plans.

    If you elect to make IRA Withdrawals, we will send Notice to You before such IRA Withdrawals commence, and you may elect to
    make IRA Withdrawals at that time, or at a later date. Any IRA Withdrawals will be made at the frequency you have selected (which
    may be monthly, quarterly or annually) and will commence on the start date you have selected, which must be no earlier than 30 days
    after the Contract Date and no later than the 28th day of any calendar month. For a day that is after the 28th day of any calendar month,
    the payment will be made on the first Business Day of the succeeding month. Subject to these restrictions on timing, if you have not
    indicated a start date, your IRA Withdrawals will begin on the first Business Day following your Contract Date at the frequency you
    have selected.

    At your discretion, you may request that we calculate the amount that you are required to Surrender from your IRA Contract each year
    based on the information you give us and the various options under the IRA Contract that you have chosen. This amount will be a
    minimum of $100 per IRA Withdrawal. Alternatively, we will accept written instructions from you setting forth your calculation of
    the required amount to be surrendered from your IRA Contract each year, also subject to the $100 minimum per IRA Withdrawal. If
    at any time the IRA Withdrawal amount is greater than the Accumulation Value, we will immediately terminate the IRA Contract and
    promptly send you an amount equal to the Cash Surrender Value.

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    You may not elect to make IRA Withdrawals if you have already elected to make Systematic Withdrawals. Additionally, since only
    one Systematic Withdrawal option may be elected at a time, if you have elected to make such Systematic Withdrawals, the
    distributions thereunder must be sufficient to satisfy the mandatory distribution rules imposed by U.S. federal income tax law;
    otherwise, we may alter such distributions to comply with U.S. federal income tax law. You are permitted to change the frequency of
    your IRA Withdrawals once per Contract Year, and you may cancel IRA Withdrawals altogether at any time by providing Notice to
    Us at least 7 days before the next scheduled IRA Withdrawal date to ensure such scheduled IRA Withdrawal and successive IRA
    Withdrawals are not enforced.

    Sub-account Transfers
    Because there is only one Sub-account currently available, Sub-account transfers are not available. If in the future more than one Sub-
    account is available, you may transfer your Accumulation Value among the available Sub-accounts, and we reserve the right to assess
    an Excess Transfer Charge for more than 12 transfers in a Contract Year. We also reserve the right to limit the number of transfers
    you may make and may otherwise modify or terminate transfer privileges if required by our business judgment or in accordance with
    applicable law.

    Death Benefit

    Death Benefit prior to the Maturity Date
    The Contract provides for a Death Benefit equal to the Accumulation Value (which we refer to as the Proceeds). The Proceeds are
    calculated as of the date of:

    • Our receipt of satisfactory proof of death; and
    • Our receipt of all required claim forms.

    Proof of death is the documentation we deem necessary to establish death, including, but not limited to:

    • A certified copy of a death certificate;
    • A certified copy of a statement of death from an attending physician;
    • A finding of a court of competent jurisdiction as to the cause of death; or
    • Any other proof that we deem in our sole discretion to be satisfactory to us.

    Until we receive satisfactory proof of death and all required claim forms, or a spousal beneficiary’s election to continue the Contract,
    the Contract’s Accumulation Value will remain allocated to the Indexed Segment, Sub-Account or Interim Segment to which the
    corresponding Accumulation Value was invested on the date of death and any allocations or reallocations will continue to as if the
    death had not occurred.

    Once we have received satisfactory proof of death and all required documentation necessary to process a claim, we will generally pay
    the Proceeds within 7 days of such date. We will pay the Proceeds under a non-qualified Contract according to Section 72(s) of the
    Code. Only one Death Benefit is payable under the Contract. The Proceeds will be paid to the named Beneficiary, unless the Contract
    has joint Owners (or if the Owner is not a natural person, two Annuitants), in which case any surviving Owner (or Annuitant, as
    applicable) will take the place of, and be deemed to be, the Beneficiary entitled to collect the Proceeds. The Owner may restrict how
    the Beneficiary is to receive the Death Benefit (e.g., by requiring a lump-sum payment, installment payments or that any amount be
    applied to an Annuity Plan). See page 13.

    Spousal Beneficiary Contract Continuation
    Any surviving spouse of a deceased Owner who is the sole primary Beneficiary (or, as the surviving Joint Owner, is designated as the
    Beneficiary) has the option, but is not required, to continue the Contract under the same terms existing prior to such Owner’s death.
    Such election would be in lieu of payment of the Proceeds. The surviving spouse’s right to continue the Contract is limited by our use
    of the term “spouse,” as it is defined under U.S. Federal law. Also, the surviving spouse may not continue the Contract if he or she is
    age 95 or older on the date of the Owner’s death. If the surviving spouse elects to continue the Contract, the following will apply:

    • The surviving spouse will replace the deceased Owner as the Contract Owner (and if the deceased Owner was the Annuitant,
      the surviving spouse will replace the deceased Owner as the Annuitant);
    • The age of the surviving spouse will be used as the Owner’s age under the continued Contract;
    • All rights of the surviving spouse as the Beneficiary under the Contract in effect prior to such continuation election will cease;
    • Any Surrender Charges on subsequent Withdrawals or a Surrender will be waived;
    • Additional Premiums will not be accepted;
    • All rights and privileges granted by the Contract or allowed by us will belong to the surviving spouse as the Owner of the
      continued Contract; and

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    • Upon the death of the surviving spouse as the Owner of the Contract, the Proceeds will be distributed to the Beneficiary or
      Beneficiaries described below, and the Contract will terminate.

    Payment of the Proceeds to a Spousal or Non-spousal Beneficiary
    Subject to any payment restriction imposed by the Owner, the Beneficiary may decide to receive the Proceeds:

    • In one lump sum payment or installment payments; or
    • By applying the Proceeds to an Annuity Plan.

    No Additional Premiums may be made following the date of the Owner’s death. The Beneficiary may receive the Proceeds in one
    lump sum payment or installment payments, provided the Proceeds are distributed to the Beneficiary within 5 years of the Owner’s
    death. During any deferral period after we receive proof of death and all required claim forms, the Beneficiary may allocate the Death
    Benefit between the available Indexed Segments and Sub-accounts pursuant to the allocation requirements. The Beneficiary has until 1
    year after the Owner’s death to decide to apply the Proceeds to an Annuity Plan. If the Proceeds are applied to an Annuity Plan, the
    Beneficiary will be deemed to be the Annuitant, and the Annuity Payments must:

    • Be distributed in substantially equal installments over the life of such Beneficiary or over a period not extending beyond the
      life expectancy of such Beneficiary; and
    • Begin no later than 1 year after the date of the Owner’s death.

    If we do not receive a request to apply the Proceeds to an Annuity Plan, we will make a single lump-sum payment to the Beneficiary.
    Unless you elect otherwise, the payment will generally be made into an interest bearing account, backed by our general account. This
    account is not FDIC insured and can be accessed by the Beneficiary through a draftbook feature. The Beneficiary may access
    Proceeds at any time without penalty. For information on required distributions under U.S. federal income tax laws, see “Required
    Distributions upon Owner’s Death” below. At the time of death benefit election, the Beneficiary may elect to receive the Proceeds
    directly by check rather than through the draftbook feature of the interest bearing account by notifying the Customer Service.

    The Beneficiary may elect to receive the Proceeds in payments over a period of time based on his or her life expectancy. These
    payments are sometimes referred to as stretch payments. Stretch payments for each calendar year will vary in amount because they
    are based on the Accumulation Value and the Beneficiary’s remaining life expectancy. The first stretch payment must be made by the
    first anniversary of the Owner’s date of death. Each succeeding stretch payment is required to be made by December 31st of each
    calendar year. Stretch payments are subject to the same conditions and limitations as Systematic Withdrawals. See page 24. The
    rules for, and tax consequences of, stretch payments are complex and contain conditions and exceptions not covered in this prospectus.
    You should consult a tax adviser for advice about the effect of U.S. federal income tax laws, state laws or any other tax laws
    affecting the Contract, or any transactions involving the Contract.

    Death Benefit Once Annuity Payments Have Begun
    There is no Death Benefit once the Owner decides to begin receiving Annuity Payments (see below). In the event the Owner dies (or,
    in the event that the Owner is not a natural person, the Annuitant dies) before all guaranteed Annuity Payments have been made
    pursuant to any applicable Annuity Plan, we will continue to make the Annuity Payments until all such guaranteed payments have
    been made. The Annuity Payments will be paid to the Beneficiary according to the Annuity Plan at least as frequently as before the
    death of the Owner or Annuitant, as applicable.

    Annuity Payments and Annuity Plans

    Annuity Payments
    Subject to State variations noted below, the Contract provides for Annuity Payments, so long as the Annuitant is then living, in one of
    the two following ways:

    • You can apply the Cash Surrender Value to an Annuity Plan on any date following the first Contract Anniversary; or
    • We will automatically apply the Accumulation Value to an Annuity Plan on the Contract Anniversary following the oldest
      Annuitant’s 95th birthday which we refer to as the Maturity Date.

    Important Note: We will not waive any applicable Surrender Chargers when you annuitize your Contract.

    Subject to the State variations noted below, the Annuity Payments cannot begin later than the Contract Anniversary on or following
    the oldest Annuitant’s 95th birthday, unless:

    • We agree to a later date; or
    • The Internal Revenue Service publishes a final regulation or a revenue ruling concluding that an annuity contract with a
      Maturity Date that is later than the Contract Anniversary following the oldest Annuitant’s 95th birthday will be treated as an
      annuity for U.S. federal tax purposes.

    27



    Notice to Us is required at least 30 days in advance of the date you wish to begin receiving Annuity Payments after we issue the
    Contract. If the Accumulation Value is less than $2,500 on the Maturity Date, we will pay such amount in a single lump-sum
    payment. Each Annuity Payment must be at least $20. We will make the Annuity Payments in monthly installments (although you
    can direct us to make the Annuity Payments annually instead). We reserve the right in the Contract to make the Annuity Payments
    less frequently, as necessary, to make the Annuity Payment equal to at least $20. We may also change the $2,500 and $20 minimums
    based upon increases reflected in the Consumer Price Index for All Urban Consumers (CPI-U) since January 1, [ ]. There is no Death
    Benefit once you begin to receive Annuity Payments under an Annuity Plan.

    Calculation of Annuity Payments
    If you elect to annuitize your Contract prior to the Maturity Date we will determine the Annuity Payments by multiplying the Cash
    Surrender Value by the applicable payment factor and dividing that amount by 1,000. If you have not previously elected to annuitize
    your contract, on the Maturity Date, we will determine the amount of Annuity Payments by multiplying the Proceeds by the applicable
    payment factor and dividing that amount by 1,000.

    The applicable payment factor depends on:

    • The Annuity Plan;
    • The frequency of Annuity Payments;
    • The age of the Annuitant (and sex, where appropriate under applicable law); and
    • A net investment return of 1.0% is assumed (we may pay a higher return at our discretion).

    Annuity Plans
    You may elect one of the Annuity Plans described below, which provide for Annuity Payments of a fixed dollar amount only, using
    the Annuity 2000 Mortality Tables. In addition, you may elect any other Annuity Plan we may be offering at the time Annuity
    Payments begin. The Annuity Plan may be changed at any time before the Maturity Date, upon 30 days prior Notice to Us. If you do
    not elect an Annuity Plan, Annuity Payments will be made automatically each month for a minimum of 120 months and as long
    thereafter as the Annuitant is living, based on the oldest Annuitant’s life, unless otherwise limited by applicable law.

    Your election of an Annuity Plan is subject to the following additional terms and conditions:

    • Annuity Payments will be made to the Owner, unless you provide Notice to Us directing otherwise;
    • You must obtain our consent if the payee is not a natural person; and
    • Any change in the payee will take effect as of the date we receive Notice to Us.

    Payments for a Period Certain
    Annuity Payments are made in equal installments for a fixed number of years. The number of years cannot be less than 10 nor
    more than 30, unless otherwise required by applicable law.

    Payments for Life with a Period Certain
    Annuity Payments are made for a fixed number of years and as long thereafter as the Annuitant is living. The number of years
    cannot be less than 10 nor more than 30, unless otherwise required by applicable law.

      Life Only Payments
    Annuity Payments are made for as long as the Annuitant is living.

    Death of the Annuitant who is not an Owner
    In the event the Annuitant dies on or after the Maturity Date, but before all Annuity Payments have been made pursuant to the Annuity
    Plan elected, we will continue the Annuity Payments until all guaranteed Annuity Payments have been made. The Annuity Payments
    will be paid at least as frequently as before the Annuitant’s death until the end of any guaranteed period certain. We may require
    satisfactory proof of death in regard to the Annuitant before continuing the Annuity Payments.

    Other Important Information

    Annual Report to Owners
    We will confirm purchase, transfer and Withdrawal or Surrender transactions usually within 5 Business Days of processing any such
    transaction. At least once a year, we will send you, without charge, a report showing the current Accumulation Value and the Cash
    Surrender Value. This report will also show the amounts deducted from, or added to, the Accumulation Value since the last report.
    This report will include any other information that is required by law or regulation.

    28



    In addition, we will provide you with any other reports, notices or documents that we are required by applicable law to furnish to you.
    We will send this report to you at your last known address within 60 days after the report date. Upon your request, we will provide
    additional reports, but we reserve the right in the Contract to assess a reasonable charge for each such additional report.

    Suspension of Payments
    We reserve the right to suspend or postpone the date of any payment or determination of any value (including the Accumulation
    Value) under the Contract, beyond the 7 permitted days, on any Business Day that:

    • The New York Stock Exchange is closed;
    • Trading on the New York Stock Exchange is restricted;
    • An emergency exists as determined by the SEC; or
    • The SEC so permits for the protection of security holders.

    We have the right to delay payment for up to 6 months, contingent upon written approval by the insurance supervisory official in the
    jurisdiction in which the Contract is issued.

    Misstatement Made by Owner in Connection with Purchase of the Contract
    We may require proof of the age and sex of the person upon whose life certain benefit payments are determined (i.e., the Death
    Benefit or Annuity Payments). If the Owner misstates the age or sex of a person in connection with the purchase of the Contract, we
    reserve the right in the Contract to adjust (either upward or downward) these payments based on the correct age or sex. If an upward
    adjustment to your benefit payment is required, we will include an amount in your next benefit payment representing the past
    underpayments by us, with interest credited at the rate of 1.5% annually (where permitted). If a downward adjustment to your benefit
    payment is required, we will make a deduction from future benefit payments until the past overpayments by us, plus interest at 1.5%
    annually (where permitted), has been repaid in full by you.

    We reserve the right in the Contract (where permitted) to void the Contract and return the Cash Surrender Value in the event of any
    fraudulent material misrepresentation made by the Owner in connection with the purchase of the Contract.

    Insurable Interest
    We require the Owner of the Contract to have an insurable interest in the Annuitant. Insurable interest means the Owner has a lawful
    and substantial economic interest in the continued life of the Annuitant. An insurable interest does not exist if the Owner’s sole
    economic interest in the Annuitant arises as a result of the Annuitant’s death. A natural person is presumed to have an insurable
    interest in his or her own life. A natural person is also generally considered to have an insurable interest in his or her spouse and
    family members. State statutory and case law have established guidelines for circumstances in which an insurable interest is generally
    considered to exist:

    • Relationships between parent and child, brother and sister, and grandparent and grandchild; and
    • Certain business relationships and financial dependency situations (e.g., uncle has insurable interest in nephew who runs the
      uncle’s business and makes money for the uncle).

    The above list is not comprehensive, but instead contains some common examples to help illustrate what it means for the Owner to
    have an insurable interest in the Annuitant. You should consult your agent/registered representative for advice on whether the Owner
    of the Contract would have an insurable interest in the Annuitant to be designated.

    An insurable interest must exist at the time we issue the Contract. In purchasing the Contract, you will represent and acknowledge
    that you, as the Owner, have an insurable interest in the Annuitant. We require the agent/registered representative to confirm on the
    application that the Owner has an insurable interest in the Annuitant. We also require that any new Owner after issuance of the
    Contract to have an insurable interest in the Annuitant. We will seek to void the Contract if we discover it was applied for and issued
    (or ownership was transferred) based on misinformation, or information that was omitted, in order to evade state insurable interest and
    other laws enacted to prevent an Owner from using the Contract to profit from the death of a person in whom such Owner does not
    have an insurable interest.

    Assignment
    You may assign a non-qualified Contract as collateral security for a loan or other obligation. This kind of assignment is not a change
    of ownership. But you should understand that your rights, and those of any Beneficiary, are subject to the terms of the assignment.
    To make, modify or release an assignment, you must provide Notice to Us. Your instructions will take effect as of the date we receive
    Notice to Us. We require written consent of any Irrevocable Beneficiary before your instructions will take effect. An assignment
    likely has U.S. federal income tax consequences. You should consult a tax adviser for tax advice. We are not responsible for the
    validity, tax consequences or other effects of any assignment you choose to make.

    29



    Contract Changes — Applicable Tax Law
    We have the right to make changes to the Contract so that it continues to qualify as an annuity under applicable U.S. federal income
    tax law. If we deem it necessary to make such changes for tax reasons, we will give you advance notice of how and when your
    Contract will likely change.

    Right to Examine and Return The Contract
    For a prescribed period, you may return the Contract for any reason or no reason at all, which we refer to as the Right to Examine
    Period. Subject to the state requirements specified in the table below, you may return the Contract within [--] days of your receipt of
    it. Unless as otherwise noted below, if so returned, we will promptly pay you any portion of the Accumulation Value plus any charges
    deducted as of the date the returned Contract is received by us. If you decide to return the Contract, you must deliver it:

    • To us at Customer Service (the address is specified on the front cover); or
    • To your agent/registered representative.

    [STATE SPECIFIC FREE LOOK PROVISIONS TO BE UPDATED BY PRE-EFFECTIVE AMENDMENT]

    Non-Waiver
    We may, in our discretion, elect not to exercise a right, privilege or option under the Contract. Such election will not constitute our
    waiver of the right to exercise such right, privilege or option at a later date, nor will it constitute a waiver of any provision of the
    Contract.

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

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

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

    ING Financial Partners, Inc.is affiliated with the Company and has entered into a selling agreement with Directed Services LLC for
    the sale of our variable annuity contracts.

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

    Directed Services LLC pays selling firms for Contract sales according to one or more schedules. This compensation is generally
    based on a percentage of premium payments. Selling firms may receive commissions of up to [__]% of premium payments. In
    addition, selling firms may receive ongoing annual compensation of up to [___]% of all, or a portion, of values of Contracts sold
    through the firm. Individual representatives may receive all or a portion of the compensation paid to their selling firm, depending on
    the firm’s practices. Commissions and annual compensation, when combined, could exceed [___]% of total premium payments.

    Directed Services LLC has special compensation arrangements with certain selling firms based on such firms’ aggregate or anticipated
    sales of the Contracts or other specified criteria. These special compensation arrangements will not be offered to all selling firms, and
    the terms of such arrangements may differ among selling firms based on various factors. Any such compensation payable to a selling
    firm will not result in any additional direct charge to you by us.

    30



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

    Marketing/distribution allowances, which may be based on the percentages of Premium received, the aggregate commissions
    paid and/or the aggregate assets held in relation to certain types of designated insurance products issued by the Company and/or
    its affiliates during the calendar year;

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

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

    The following is a list of the top 25 selling firms that, during 2013, received the most total dollars of compensation, in the aggregate,
    from us in connection with the sale of registered annuity contracts issued by us, ranked from greatest compensation to least
    compensation:

    1.  Wells Fargo Advisors, LLC  14.  Woodbury Financial Services Inc. 
    2.  LPL Financial Corporation  15.  Cambridge Investment Research Inc. 
    3.  Morgan Stanley Smith Barney LLC  16.  SII Investments Inc. 
    4.  ING Financial Partners Inc.  17.  Stifel Nicolaus and Company Incorporated 
    5.  Merrill Lynch, Pierce, Fenner & Smith Incorporated  18.  NFP Securities, Inc. 
    6.  Cetera Advisors LLC  19.  Centaurus Financial Inc. 
    7.  Raymond James and Associates Inc.  20.  Royal Alliance Associates Inc. 
    8.  UBS Financial Services  21.  RBC Capital Markets Corporation 
    9.  National Planning Corporation  22.  Edward D. Jones & Co., L.P. dba Edward Jones 
    10.  Securities America, Inc.  23.  Lincoln Financial Advisors Corporation 
    11.  Ameriprise Financial Services, Inc.  24.  J.P. Morgan Securities LLC 
    12.  First Allied Securities Inc.  25.  MML Investors Services Inc. 
    13.  Commonwealth Equity Services, Inc.     

     

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

    This is a general discussion of the types and levels of compensation paid by us for sale of our registered annuity contracts. It is
    important for you to know that the payment of volume- or sales-based compensation to a selling firm or registered representative may
    provide such selling firm or registered representative a financial incentive to promote our products, such as the Contract, over those of
    another company, and may also provide a financial incentive to promote one of our contracts over another, such as the Contract.

    State Regulation
    We are regulated by the Insurance Department of the State of Iowa. We are also subject to the insurance laws and regulations of all
    jurisdictions where we do business. The Contract offered by this prospectus has been approved where required by those jurisdictions.
    We are required to submit annual statements of our operations, including financial statements, to the Insurance Departments of the
    various jurisdictions in which we do business to determine solvency and compliance with state insurance laws and regulations.

    31



      Legal Proceedings
    We are not aware of any pending legal proceedings that are likely to have a material adverse effect upon the Company’s ability to
    meet its obligations under the contract, Directed Services LLC ability to distribute the contract or upon the separate account.

      Litigation. Notwithstanding the foregoing, the Company and/or Directed Services LLC, is a defendant in a number of
    litigation matters arising from the conduct of its business, both in the ordinary course and otherwise. In some of these matters,
    claimants seek to recover very large or indeterminate amounts, including compensatory, punitive, treble and exemplary
    damages. Certain claims are asserted as class actions. Modern pleading practice in the U.S. permits considerable variation in the
    assertion of monetary damages and other relief. The variability in pleading requirements and past experience demonstrates that
    the monetary and other relief that may be requested in a lawsuit or claim oftentimes bears little relevance to the merits or
    potential value of a claim.

    Regulatory Matters. As with other financial services companies, the Company and its affiliates, including Directed Services
    LLC, periodically receive informal and formal requests for information from various state and federal governmental agencies
    and self-regulatory organizations in connection with inquiries and investigations of the products and practices of the Company
    or the financial services industry. It is the practice of the Company to cooperate fully in these matters. Regulatory
    investigations, exams, inquiries and audits could result in regulatory action against the Company or subject the Company to
    settlement payments, fines, penalties and other financial consequences, as well as changes to the Company’s policies and
    procedures.

    The outcome of a litigation or regulatory matter and the amount or range of potential loss is difficult to forecast and estimating
    potential losses requires significant management judgment. It is not possible to predict the ultimate outcome for all pending litigation
    and regulatory matters and given the large and indeterminate amounts sought and the inherent unpredictability of such matters, it is
    possible that an adverse outcome in certain litigation or regulatory matters could, from time to time, have a material adverse effect
    upon the Company's results of operations or cash flows in a particular quarterly or annual period.

    Legal Matters
    The Company’s organization and authority, and the Contract’s legality and validity, have been passed on by the Company’s legal
    department.

    Experts
    [TO BE UPDATED BY PRE-EFFECTIVE AMMENDMENT]

    Further Information
    This prospectus does not reflect all of the information contained in the registration statement, of which this prospectus is part.
    Portions of the registration statement have been omitted from this prospectus as allowed by the SEC. You may obtain the omitted
    information from the offices of the SEC, as described below. We are required by the Securities Exchange Act of 1934 (the “Exchange
    Act”), as amended, to file periodic reports and other information with the SEC. You may inspect or copy information concerning the
    Company at the Public Reference Room of the SEC at:

    Securities and Exchange Commission 
    100 F Street NE, Room 1580
    Washington, DC 20549

     

      You may also obtain copies of these materials at prescribed rates from the Public Reference Room of the above office. You may
    obtain information on the operation of the Public Reference Room by calling the SEC at either 1-800-SEC-0330 or 1-202-942-8090.

    Our filings are available to the public on the SEC’s website at www.sec.gov. We also make our filings available on our website at
    http://ing.us/about-ing/company-overview/financial-reports. (These uniform resource locators (URLs) are inactive textual references
    only and are not intended to incorporate the SEC website or our website into this prospectus.) When looking for more information
    about the Contract, you may find it useful to use the number assigned to the registration statement under the Securities Act of 1933.
    This number is [__________]. [TO BE UPDATED BY PRE-EFFECTIVE AMMENDMENT]

    Incorporation of Certain Documents by Reference
    The SEC allows us to “incorporate by reference” information that we file with the SEC into this prospectus, which means that
    incorporated documents are considered part of this prospectus. We can disclose important information to you by referring you to
    those documents. This prospectus incorporates by reference the [___________]. We were not required to file any other reports
    pursuant to Sections 13(a) or 15(d) of the Exchange Act since [___________]. All documents subsequently filed by the Company
    pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering shall be deemed to be
    incorporated by reference into the prospectus. [TO BE UPDATED BY PRE-EFFECTIVE AMMENDMENT]

      32



    You may request a free copy of any documents incorporated by reference in this prospectus (including any exhibits that are
    specifically incorporated by reference in them). Please direct your request to:

    ING
    Customer Service
    P.O. Box 9271
    Des Moines, Iowa 50306-9271 
    (800) 366-0066

     

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

    United States Federal Income Tax Considerations
    Introduction
    The Contract is designed to be treated as an annuity for U.S. federal income tax purposes. The U.S. federal income tax treatment of
    the Contract is complex and sometimes uncertain. You should keep the following in mind when reading it:

    Your tax position (or the tax position of the designated Beneficiary, as applicable) may influence the U.S. federal 
    taxation of amounts held, or paid out, under the Contract; 
    Tax laws change. It is possible that a change in the future could retroactively affect contracts issued in the past, 
    including your Contract; 
    This section addresses some, but not all, applicable U.S. federal income tax rules and does not discuss U.S. federal 
    estate and gift tax implications, state and local taxes, taxes of any foreign jurisdiction or any other tax provisions; and 
            We do not make any guarantee about the tax treatment of the Contract or transactions involving the Contract. 

     

    The information provided herein is not tax advice. For advice about the effect of U.S. federal income tax laws affecting the Contract,
    state tax laws or any other tax laws affecting the Contract or any transactions involving the Contract, you should consult a tax adviser.

    Types of Contracts: Non-Qualified and Qualified
    Non-qualified annuity contracts do not receive the same tax benefits as are afforded to contracts funding qualified plans. They are
    purchased with after-tax money to save money for retirement in exchange for the right to receive annuity payments for either a
    specified period of time or over the lifetime of an individual. Qualified annuity contracts are designed for use by individuals whose
    premium payments are comprised solely of proceeds from retirement plans, pre-tax contributions to Individual Retirement Annuities
    (“IRA”) or after-tax contributions to a Roth IRA that are intended to qualify for special favorable income tax treatment under Section
    408 or 408A of the Code, respectively.

    Taxation of Non-Qualified Contracts

    Premiums
    You may not deduct the amount of premiums paid into a non-qualified annuity contract.

    Taxation of Gains Prior to Distribution or Annuity Starting Date
    Section 72 of the Code governs the general U.S. federal income taxation of annuity contracts. If the owner of a non-qualified
    annuity contract is a natural person (e.g., an individual), generally such owner will not be taxed on increases in the value of his or her
    non-qualified contract until a distribution occurs or until annuity payments begin. An agreement to assign or pledge any portion of the
    contract’s value generally will be treated as a distribution. To be eligible to defer U.S. federal income taxation on the increases in the
    value of the contract, each of the following requirements must be satisfied.

               1.  Required Distributions. To be treated as an annuity contract for U.S. federal income tax purposes, the Code requires 
      any non-qualified contract to contain certain provisions specifying how the owner’s interest will be distributed in the 
      event of the owner’s death. As a result, your Contract contains certain provisions that are intended to comply with these 
      Code requirements. 
     
      Different distribution requirements apply if the contract owner’s death occurs after he or she begins receiving annuity 
      payments under the contract or before he or she begins receiving such distributions. 
      If the contract owner’s death occurs after he or she begins receiving annuity payments, distributions must be made at 
      least as rapidly as under the method in effect at the time of such contract owner’s death. 

     

    33



    If the contract owner’s death occurs before he or she begins receiving annuity payments, such contract owner’s entire 
    balance must be distributed within five years after the date of his or her death. For example, if the contract owner dies 
    on September 1, 2012, his or her entire balance must be distributed by August 31, 2017. However, if distributions begin 
    within one year of such contract owner’s death, then payments may be made over either of the following two 
               timeframes: 

     

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

     

               Under the terms of the Contract, if the designated Beneficiary is your spouse, your Contract may be continued after your 
    death with the surviving spouse as the new Contract Owner. 
     
    There are currently no regulations interpreting these Code requirements; however, if such requirements are clarified by 
    regulation or otherwise, we will review the distribution provisions in your Contract and, if necessary, modify them to 
    assure that such provisions comply with the applicable requirements. 

     

         2.  Owners of Non-Qualified Contracts That Are Not Natural Persons. If the owner of a non-qualified annuity contract 
      is not a natural person, such contract generally is not treated as an annuity for U.S. federal income tax purposes and any 
      income on such contract during the applicable taxable year is taxable as ordinary income. The income on the contract 
      during the applicable taxable year is equal to any increase in the contract’s value over the “investment in the contract” 
      (generally, the premiums or other consideration paid for such contract less any nontaxable withdrawals) during such 
      taxable year. There are certain exceptions to this rule, and a non-natural person considering an investment in the 
      Contract should consult with its tax adviser prior to purchasing the Contract. If the Contract Owner is not a natural 
      person and the primary Annuitant dies, the same rules apply on the death of the primary Annuitant as outlined above for 
      the death of a Contract Owner. 
     
      When the contract owner is a non-natural person, a change in the Annuitant is treated as the death of such contract 
      owner. 
     
         3.  Delayed Annuity Starting Date. If the date on which annuity payments begin under a non-qualified annuity contract 
      occurs, or is scheduled to occur, at a time after the Annuitant has, or will have, reached an advanced age (e.g., after age 
      85), it is possible that such contract will not be treated as an annuity for U.S. federal income tax purposes. In that event, 
      the income and gains under such contract could be currently includible in the contract owner’s taxable income. 

     

    Taxation of Distributions

    General. When a withdrawal from a non-qualified annuity contract occurs, the amount received will be treated as ordinary
    income, subject to U.S. federal income tax, up to an amount equal to the excess, if any, of the contract’s value immediately prior to the
    distribution (without regard to the amount of any Surrender Charge) over the contract owner’s investment in the contract at such time.
    Investment in the contract generally is equal to the amount of all premiums paid into the contract, plus amounts previously included in
    taxable income as a result of certain loans, assignments, pledges and gifts, less the aggregate amount of non-taxable distributions
    previously made under such contract.

    In the case of a Withdrawal or Surrender of a non-qualified annuity contract, the amount received generally will be taxable only to the
    extent it exceeds the contract owner’s investment in such contract (i.e., the cost basis).

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

              Made on or after the taxpayer reaches age 59½; 
    Made on or after the death of the contract owner (or the Annuitant, if the contract owner is a non-natural person); 
    Attributable to the taxpayer’s becoming “disabled,” as defined in the Code; 
    Made as part of a series of substantially equal periodic payments (which payments are made at least annually) over the 
    life or the life expectancy of the taxpayer, or the joint lives or joint life expectancies of the taxpayer and his, her or its 
    designated beneficiary; or 
    Allocable to investment in the contract before August 14, 1982. 

     

    The 10% penalty does not apply to distributions from an “immediate annuity,” as defined in the Code. Other exceptions may be
    applicable under certain circumstances, and special rules may be applicable in connection with the exceptions listed above. You

    34



    should consult a tax adviser with regard to whether any distributions from your Contract meet the exceptions from the 10% penalty tax
    as provided in the Code.

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

    If your Contract is acquired through a tax-free exchange of a life insurance, endowment or annuity contract that was purchased prior to
    August 14, 1982, then any distributions from your Contract, other than Annuity Payments, will be treated, for U.S. federal income tax
    purposes, as coming:

              First, from any remaining “investment in the contract” made prior to August 14, 1982 and exchanged into your 
    Contract; 
    Second, from any “income on the contract” attributable to the investment made prior to August 14, 1982; 
    Third, from any remaining “income on the contract”; and 
    Fourth, from any remaining “investment in the contract.” 

     

    The IRS has concluded that in certain instances, the partial exchange of a portion of one annuity contract for another annuity contract
    will be tax-free. Pursuant to IRS guidance, receipt of partial withdrawals or surrenders from either an original contract or a new
    contract during the 180 day period beginning on the date of the partial exchange may retroactively negate the tax-free treatment of the
    partial exchange. If this occurs, the partial withdrawal or surrender of the original contract will be treated as a withdrawal, taxable as
    ordinary income to the extent of gain in the original contract. Furthermore, if the partial exchange occurred prior to the contract owner
    reaching age 59½, the contract owner may be subject to an additional 10% tax penalty. We are not responsible for the manner in
    which any other insurance companies administer, recognize or report, for U.S. federal income tax purposes, Section 1035 exchanges
    and partial exchanges and what the ultimate tax treatment may be by the IRS. You should consult with your tax adviser with respect
    to any proposed Section 1035 exchange or partial exchange prior to proceeding with any such transaction with respect to your
    Contract.

    Taxation of Annuity Payments. Although the U.S. federal income tax consequences may vary depending on the payment
    option elected under an annuity contract, a portion of each annuity payment generally is not taxed as ordinary income, while the
    remainder is taxed as ordinary income. The non-taxable portion of an annuity payment generally is determined in a manner that is
    designed to allow the contract owner to recover his, her or its investment in the annuity contract ratably on a tax-free basis over the
    expected stream of annuity payments when annuity payments begin. Once the investment in such contract has been fully recovered,
    the full amount of each subsequent annuity payment will be subject to tax as ordinary income.

    On September 27, 2010, President Obama signed into law the Small Business Jobs Act of 2010, which included language that permits
    the partial annuitization of non-qualified annuities, effective for amounts received in taxable years beginning after December 31, 2010.
    The provision applies an exclusion ratio to any amount received as an annuity under a portion of an annuity provided that the annuity
    payments are made for a period of 10 years or more or for life. Please consult your tax adviser before electing a partial annuitization.

    Death Benefit. Amounts may be distributed from an annuity contract, such as the Contract, because of the contract owner’s
    death or the death of the Annuitant. Generally, such amounts are includible in the income of the recipient as follows: (i) if distributed
    in a lump sum, such amounts are taxed in the same manner as a surrender of the contract, or (ii) if distributed under a payment option,
    such amounts are taxed in the same way as annuity payments. As discussed above, the Code contains special rules that specify how
    the contract owner’s interest in a non-qualified contract will be distributed and taxed in the event of the contract owner’s death.

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

    Immediate Annuities. Under Section 72 of the Code, an “immediate annuity” means an annuity (i) that is purchased with a
    single premium, (ii) with annuity payments starting within one year from the date of purchase, and (iii) that provides a series of
    substantially equal periodic payments made at least annually. Your Contract is not designed as an immediate annuity. If your
    Contract were treated as an immediate annuity, it could affect the U.S. federal income tax treatment of your Contract with respect to
    (a) the application of certain exceptions from the 10% early withdrawal penalty, (b) ownership, if the Owner is not a natural person,
    and (c) certain exchanges.

    35



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

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

    Certain states have indicated that state income tax withholding will also apply to payments from the Contracts made to their residents.
    Generally, an election out of federal withholding will also be considered an election out of state withholding. In some states, you may
    elect out of state withholding, even if federal withholding applies. If you need more information concerning a particular state or any
    required forms, please contact Customer Service. Contact information appears on the front cover of this prospectus.

    If you or your designated Beneficiary is a non-resident alien, withholding is governed by Section 1441 of the Code based your or your
    designated Beneficiary’s citizenship, country of domicile and treaty status, and we may require additional documentation or
    information prior to processing any requested transaction.

    Taxation of Qualified Contracts

    General
    The tax rules applicable to owners of qualified contracts vary according to the type of qualified contract and the specific terms
    and conditions of the qualified contract. Qualified annuity contracts are designed for use by individuals whose premium payments are
    comprised solely of proceeds from retirement plans, pre-tax contributions to IRA or after-tax contributions to a Roth IRA that are
    intended to qualify for special favorable income tax treatment under Sections 408 or 408A of the Code, respectively. The ultimate
    effect of U.S. federal income taxes on the amounts held under a qualified contract, or on annuity payments from a qualified contract,
    depends on the type of qualified contract as well as your particular facts and circumstances. Special favorable tax treatment may be
    available for certain types of contributions and distributions. In addition, certain requirements must be satisfied in purchasing a
    qualified contract with proceeds from a tax-qualified retirement plan in order to continue receiving favorable tax treatment.

    Under U.S. federal income tax laws, earnings on amounts held in qualified annuity contracts used as an IRA or Roth IRA generally
    are not taxed until they are withdrawn. It is not necessary, however, to purchase a qualified contract to obtain the favorable tax
    treatment accorded to an IRA or Roth IRA under Sections 408 or 408A of the Code, respectively. A qualified contract, therefore, does
    not provide any tax benefits beyond the deferral already available to an IRA or Roth IRA under the Code. Qualified contracts do
    provide other features and benefits (such as guaranteed living benefits and/or Death Benefits or the option of lifetime income phase
    options at established rates) that may be valuable to you. You should discuss the alternatives available to you with your financial
    adviser, taking into account the additional fees and expenses you may incur in purchasing a qualified contract, such as the Contract.

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

    Contract Owners and Beneficiaries generally are responsible for determining that contributions, distributions and other transactions
    with respect to the Contract comply with applicable law. Therefore, you should consult your legal and tax advisers regarding the
    suitability of the Contract for your particular situation.

    Tax Deferral
    The following discussion assumes that a qualified contract is purchased with premium payments that are comprised solely of
    proceeds from retirement plans, pre-tax contributions to IRA or after-tax contributions to a Roth IRA that are intended to qualify for
    special favorable income tax treatment under Sections 408 or 408A of the Code, respectively.

    36



    Individual Retirement Annuities. Section 408 of the Code permits eligible individuals to contribute to an individual
    retirement program known as an Individual Retirement Annuity. IRAs are subject to limits on (i) the amounts that can be contributed,
    (ii) the deductible amount of the contribution and (iii) the time when distributions commence. Contributions to IRAs must be made in
    cash or as a rollover or a transfer from another eligible plan. Also, distributions from IRAs, individual retirement accounts, and other
    types of retirement plans may be “rolled over” on a tax-deferred basis into an IRA. Employers may establish Simplified Employee
    Pension (“SEP”) plans to provide IRA contributions on behalf of their employees. If you make a tax-free rollover of a distribution
    from an IRA you may not make another tax-free rollover from the IRA within a one-year period. You should be aware that sales of
    the Contract for use with IRAs may be subject to special requirements imposed by the IRS.

    The IRS has not reviewed the Contract described in this prospectus for qualification as an IRA and has not addressed, in a ruling of
    general applicability, whether the Contract’s Death Benefit provisions comply with IRS qualification requirements. You should
    consult with your tax adviser in connection with purchasing the Contract as an IRA.

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

    Sales of the Contract for use with a Roth IRA may be subject to special requirements imposed by the IRS. The IRS has not reviewed
    the Contract described in this prospectus for qualification as a Roth IRA and has not addressed, in a ruling of general applicability,
    whether the Contract’s Death Benefit provisions comply with IRS qualification requirements. You should consult with your tax
    adviser in connection with purchasing the Contract as a Roth IRA.

    Contributions
    In order to be excludable from gross income for U.S. federal income tax purposes, total annual contributions to certain qualified
    contracts are limited by the Code. You should consult with your tax adviser in connection with contributions to a qualified contract.

    Distributions – General
    Certain tax rules apply to distributions from the Contract. A distribution is any amount taken from your Contract including
    withdrawals, Annuity Payments, rollovers, exchanges and payment of the Death Benefit proceeds. We report the taxable portion of all
    distributions to the IRS.

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

                 The distribution is directly transferred to another IRA or to a plan eligible to receive rollovers as permitted under the 
    Code; or 
    The IRA owner made after-tax contributions to the IRA (e.g., Roth). In this latter case, the distribution will be taxed 
    according to the rules detailed in the Code. 

     

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

                The IRA owner has attained age 59½; 
    The IRA owner has become “disabled,“ as defined in the Code; 
    The IRA owner has died and the distribution is to the beneficiary of such IRA; 
    The distribution amount is directly transferred into another eligible retirement plan or to an IRA in accordance with 
    the terms of the Code; 
    The distribution is made due to an IRS levy upon the IRA owner’s plan; or 
    The distribution is a qualified reservist distribution as defined under the Pension Protection Act of 2006. 

     

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

    37



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

                 Made after the five-taxable year period beginning with the first taxable year for which a contribution was made to the 
    Roth IRA’s owner; and 
    (a) Made after the Roth IRA owner (i) attains age 59½, (ii) dies, or (iii) becomes “disabled,” as defined in the Code, 
    or (b) Is for a qualified first-time home purchase. 

     

    If a distribution is not qualified, generally it will be taxable to the extent of the accumulated earnings. A partial distribution will first
    be treated as a return of contributions that is not taxable and then as taxable accumulated earnings.

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

                Lifetime Required Minimum Distributions (IRAs only). To avoid certain tax penalties, you and any designated
    Beneficiary must also meet the minimum distribution requirements imposed by the Code. These rules may dictate the following:

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

     

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

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

     

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

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

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

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

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

    If your death occurs before you begin receiving minimum distributions under your Contract, your entire balance must be distributed
    by December 31 of the calendar year containing the fifth anniversary of the date of your death. For example, if you die on September
    1, 2012, your entire balance must be distributed to the designated Beneficiary by December 31, 2017. However, if distributions begin
    by December 31 of the calendar year following the calendar year of your death, and you have named a designated Beneficiary, then
    payments may be made over either of the following time frames:

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

     

    38



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

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

     

                        No Designated Beneficiary. If there is no designated Beneficiary, the entire interest generally must be distributed by
    the end of the calendar containing the fifth anniversary of your death.

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

                         Withholding
    Any taxable distributions under the Contract are generally subject to withholding. U.S. federal income tax liability rates vary
    according to the type of distribution and the recipient’s tax position.

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

                        Non-resident Aliens. If you or your designated Beneficiary is a non-resident alien, then any withholding is governed by
    Section 1441 of the Code based on your or your designated Beneficiary’s citizenship, country of domicile and treaty status, and we
    may require additional documentation prior to processing any requested information.

    Assignment and Other Transfers

                        IRAs and Roth IRAs. The Code does not allow a transfer or assignment of your rights under the IRA Contracts or Roth
    IRA Contracts except in limited circumstances. Adverse tax consequences may result if you assign or transfer your interest in such a
    Contract to persons other than your spouse incident to a divorce. You should consult your tax adviser regarding the potential tax
    effects of such a transaction if you are contemplating such an assignment or transfer.

    Possible Changes in Taxation
    Although the likelihood of changes in tax legislation, regulation rulings and other interpretations thereof is uncertain, there is always
    the possibility that the tax treatment of the Contract could change by such means. It is also possible that any such change could be
    retroactive (i.e., effective before the date of the change). You should consult a tax adviser with respect to legislative and regulatory
    developments and their potential effect on the Contract.

    Same-Sex Marriages
    Before June 26, 2013, pursuant to Section 3 of the federal Defense of Marriage Act (“DOMA”), same-sex marriages were not
    recognized for purposes of federal law. On that date the U.S. Supreme Court held in United States v. Windsor that Section 3 of
    DOMA is unconstitutional. While valid same-sex marriages are now recognized under federal law and the favorable income-deferral
    options afforded by federal tax law to an opposite-sex spouse under Tax Code sections 72(s) and 401(a)(9) are now available to a
    same-sex spouse, there are still unanswered questions regarding the scope and impact of the Windsor decision. Consequently, if you
    are married to a same-sex spouse you should contact a qualified tax adviser regarding your spouse’s rights and benefits under the
    contract described in this prospectus and your particular tax situation.

    Taxation of Company
    We are taxed as a life insurance company under the Code.

    39



    Statement of Additional Information

    Table of Contents
    Item

    • General Information and History
    • Separate Account B of ING USA Annuity and Life Insurance Company
    • Offering and Purchase of Contracts
    • Accumulation Unit Value
    • Sales Material and Advertising
    • Experts
    • Financial Statements of ING USA Annuity and Life Insurance Company
    • Financial Statements of the Separate Account B of ING USA Annuity and Life Insurance Company

    Please tear off, complete and return the form below to request, free of charge, a Statement of Additional Information for the
    contract offered under this prospectus. Send the completed form to Customer Service at P.O. Box 10450, Des Moines, IA,
    50306-0450.

    ______________________________________________________________________________________________________________

    PLEASE SEND ME A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION FOR SEPARATE
    ACCOUNT B, [ING POTENTIALPLUS ANNUITY] (333-______).

    Please Print or Type:

     

    _________________________________________________
    Name

    _________________________________________________
    Street Address

    _________________________________________________
    City, State, Zip

     

    40


    PART B
     
    THE INFORMATION IN THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT COMPLETE 
    AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION 
    STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. 
    THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT AN OFFER TO SELL THESE 
    SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. 
     
    SEPARATE ACCOUNT B
    of
    ING USA ANNUITY AND LIFE INSURANCE COMPANY
     
    [ING PotentialPlus Annuity]
     
    Statement of Additional Information
     
    Dated
    ____________, 2014

     

      This Statement of Additional Information is not a prospectus and should be read in conjunction with the
    current prospectus for Separate Account B (the “Separate Account”) dated [______], 2014.

    A free prospectus is available upon request from the local ING USA Annuity and Life Insurance
    Company office or by writing to or calling:

    ING USA Annuity and Life Insurance Company 
    P.O. Box 9271
    Des Moines, IA 50306-9271
    1-800-366-0066

     

      Read the prospectus before you invest. Terms used in this Statement of Additional Information shall have
    the same meaning as in the prospectus.

    TABLE OF CONTENTS
     
        Page 
     
    ·  General Information and History  2 
    ·  Separate Account B of ING USA Annuity and Life Insurance Company  2 
    ·  Offering and Purchase of Contracts  2 
    ·  Accumulation Unit Value  3 
    ·  Sales Material and Advertising  3 
    ·  Experts [To Be Filed By Pre-Effective Amendment]  4 
    ·  Financial Statements of the Separate Account (Separate Account B) of ING USA Annuity  S-1 
      and Life Insurance Company [To Be Filed By Pre-Effective Amendment]   
    ·  Financial Statements of ING USA Life Insurance and Annuity Company [To Be Filed By  C-1 
      Pre-Effective Amendment]   

     



                                             GENERAL INFORMATION AND HISTORY

    ING USA is an Iowa stock life insurance company, which was originally incorporated in Minnesota on
    January 2, 1973. ING USA is a wholly owned subsidiary of Lion Connecticut Holdings Inc. (“Lion
    Connecticut”), which in turn is a wholly owned subsidiary of Voya Financial, Inc. (“VoyaTM”), which
    until April 7, 2014, was known as ING U.S., Inc. In May 2013, the common stock of Voya began trading
    on the New York Stock Exchange under the symbol "VOYA" and Voya completed its initial public
    offering of common stock.

    ING USA is authorized to sell insurance and annuities in all states, except New York, and the District of
    Columbia. Although we are a subsidiary of Voya, Voya is not responsible for the obligations under the
    Contract. The obligations under the Contract are solely the responsibility of ING USA Annuity and Life
    Insurance Company.

    Directed Services LLC, the distributor of the Contracts and the investment manager of the Voya Investors
    Trust, is also a wholly owned indirect subsidiary of Voya. Voya also indirectly owns Voya Investments,
    LLC and Voya Investment Management Co. LLC, portfolio managers of the Voya Investors Trust and the
    investment managers of the Voya Variable Insurance Trust, Voya Variable Products Trust and Voya
    Variable Product Portfolios, respectively.

    Voya is an affiliate of ING Groep N.V. (“ING”), a global financial institution active in the fields of
    insurance, banking and asset management. In 2009, ING announced the anticipated separation of its
    global banking and insurance businesses, including the divestiture of Voya, which together with its
    subsidiaries, including the Company, constitutes ING’s U.S.-based retirement, investment management
    and insurance operations. As of March 25, 2014, ING’s ownership of Voya was approximately 43%.
    Under an agreement with the European Commission, ING is required to divest itself of 100% of Voya by
    the end of 2016.

                                                            SEPARATE ACCOUNT B
                              Of ING USA ANNUITY AND LIFE INSURANCE COMPANY

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

                                    OFFERING AND PURCHASE OF CONTRACTS

    The Company’s subsidiary, Directed Services LLC serves as the principal underwriter for contracts.
    Directed Services LLC, a Delaware limited liability company, is registered as a broker-dealer with the
    SEC. Directed Services LLC is also a member of the Financial Industry Regulatory Authority, Inc., or
    FINRA. Directed Services LLC’s principal office is located at 1475 Dunwoody Drive, West Chester, PA,
    19380-1478. Directed Services LLC offers the securities under the Contracts on a continuous basis. A
    description of the manner in which contracts are purchased may be found in the prospectus under the
    sections entitled “The Annuity Contract” and “Contract Purchase Requirements.”

    Compensation paid to the principal underwriter, Directed Services LLC, reflects compensation paid to
    Directed Services LLC attributable to regulatory and operating expenses associated with the distribution
    of all registered variable annuity products issued by Separate Account B of ING USA Annuity and Life
    Insurance Company.

    2



                                                   ACCUMULATION UNIT VALUE

    The calculation of the Accumulation Unit Value (“AUV”) is discussed in the prospectus and below. The
    following illustrations show a calculation of a new AUV and the purchase of Units (using hypothetical
    examples). Note that the examples below do not reflect the fees and expenses for the Contract and are for
    illustration purposes only. For AUV’s calculated for this Contract, please see the Condensed Financial
    Information in the prospectus.

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

     

      ILLUSTRATION OF PURCHASE OF UNITS (ASSUMING NO STATE PREMIUM TAX)

    EXAMPLE 2.

    1. Initial premium payment  $1,000 
    2. AUV on effective date of purchase (see Example 1)  $10.00 
    3. Number of units purchased (1) divided by (2)  100 
    4. AUV for valuation date following purchase (see Example 1)  $10.09953092 
    5. Contract Value in account for valuation date following purchase   
    (3) multiplied by (4)  $1,009.95 

     

                                           SALES MATERIAL AND ADVERTISING

    We may include hypothetical illustrations in our sales literature that explain the mathematical principles
    of dollar cost averaging, compounded interest, tax deferred accumulation, and the mechanics of variable
    annuity contracts. We may also discuss the difference between variable annuity contracts and other types
    of savings or investment products such as, personal savings accounts and certificates of deposit.

    We may distribute sales literature that compares the percentage change in accumulation unit values for
    any of the sub-accounts to established market indices such as the Standard & Poor’s 500 Stock Index and
    the Dow Jones Industrial Average or to the percentage change in values of other management investment
    companies that have investment objectives similar to the sub-account being compared.

    3



    We may publish in advertisements and reports, the ratings and other information assigned to us by one or
    more independent rating organizations such as A.M. Best Company, Standard & Poor’s Corporation and
    Moody’s Investors Service, Inc. The purpose of the ratings is to reflect our financial strength and/or
    claims-paying ability. We may also quote ranking services such as Morningstar’s Variable Annuity/Life
    Performance Report and Lipper’s Variable Insurance Products Performance Analysis Service (VIPPAS),
    which rank variable annuity or life sub-accounts or their underlying funds by performance and/or
    investment objective. We may categorize funds in terms of the asset classes they represent and use such
    categories in marketing material for the contracts. We may illustrate in advertisements the performance of
    the underlying funds, if accompanied by performance which also shows the performance of such funds
    reduced by applicable charges under the separate account. We may also show in advertisements the
    portfolio holdings of the underlying funds, updated at various intervals. From time to time, we will quote
    articles from newspapers and magazines or other publications or reports such as The Wall Street Journal,
    Money magazine, USA Today and The VARDS Report.

    We may provide in advertising, sales literature, periodic publications or other materials information on
    various topics of interest to current and prospective contract holders or participants. These topics may
    include the relationship between sectors of the economy and the economy as a whole and its effect on
    various securities markets, investment strategies and techniques (such as value investing, market timing,
    dollar cost averaging, asset allocation, constant ratio transfer and account rebalancing), the advantages
    and disadvantages of investing in tax-deferred and taxable investments, customer profiles and
    hypothetical purchase and investment scenarios, financial management and tax and retirement planning,
    and investment alternatives to certificates of deposit and other financial instruments, including
    comparison between the contracts and the characteristics of and market for such financial instruments.

                                                                    EXPERTS

    [TO BE FILED BY PRE-EFFECITIVE AMENDMENT]

    4


    PART C - OTHER INFORMATION
     
    ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS 
     
    (a) Financial Statements: [TO BE FILED BY PRE-EFFECTIVE AMENDMENT] 
     
    (b) Exhibits:   
     
    (1)  Resolution of the board of directors of Depositor authorizing the establishment of the Registrant, 
      incorporated herein by reference to Post-Effective Amendment No. 29 to a Registration Statement 
      on form N-4 for Golden American Life Insurance Company Separate Account B filed with the 
      Securities and Exchange Commission on April 30, 1999 (File Nos. 033-23351, 811-05626). 
     
    (2)  Not Applicable. 
     
    (3) a.  Distribution Agreement between the Depositor and Directed Services, Inc., incorporated herein by 
      reference to Post-Effective Amendment No. 29 to a Registration Statement on form N-4 for 
      Golden American Life Insurance Company Separate Account B filed with the Securities and 
    Exchange Commission on April 30, 1999 (File Nos. 033-23351, 811-05626).
     
    b.  Form of Dealers Agreement, incorporated herein by reference to Post-Effective Amendment No. 
      29 to a Registration Statement on form N-4 for Golden American Life Insurance Company 
      Separate Account B filed with the Securities and Exchange Commission on April 30, 1999 (File 
      Nos. 033-23351, 811-05626). 
     
    c.  Organizational Agreement, incorporated herein by reference to Post-Effective Amendment No. 29 
      to a Registration Statement on form N-4 for Golden American Life Insurance Company Separate 
      Account B filed with the Securities and Exchange Commission on April 30, 1999 (File Nos. 033- 
      23351, 811-05626). 
     
    d.  Addendum to Organizational Agreement, incorporated herein by reference to Post-Effective 
      Amendment No. 29 to a Registration Statement on form N-4 for Golden American Life Insurance 
      Company Separate Account B filed with the Securities and Exchange Commission on April 30, 
      1999 (File Nos. 033-23351, 811-05626). 
     
    e.  Expense Reimbursement Agreement, incorporated herein by reference to Post-Effective 
      Amendment No. 29 to a Registration Statement on form N-4 for Golden American Life Insurance 
      Company Separate Account B filed with the Securities and Exchange Commission on April 30, 
      1999 (File Nos. 033-23351, 811-05626). 
     
    f.  Form of Assignment Agreement for Organizational Agreement, incorporated herein by reference 
      to Post-Effective Amendment No. 29 to a Registration Statement on form N-4 for Golden 
      American Life Insurance Company Separate Account B filed with the Securities and Exchange 
      Commission on April 30, 1999 (File Nos. 033-23351, 811-05626). 
     
    g.  Amendment to the Distribution Agreement between ING USA and Directed Services Inc., 
      incorporated herein by reference to Post-Effective Amendment No. 26 to a Registration Statement 
      on Form N-4 for ING USA Annuity and Life Insurance Company Separate Account B filed with 
      the Securities and Exchange Commission on April 13, 2004 (File Nos. 333-28755, 811-05626). 
     
    h  Intercompany Agreement dated December 22, 2010 (effective January 1, 2010) between Directed 
      Services LLC and ING USA Annuity and Life Insurance Company, incorporated herein by 
      reference to Post-Effective Amendment No. 55 to a Registration Statement on Form N-4 for ING 
      USA Annuity and Life Insurance Company Separate Account B filed with the Securities and 
      Exchange Commission on April 6, 2011 (File Nos. 333-28679, 811-05626). 

     



      i  Amendment No. 1 to the Intercompany Agreement dated December 1, 2013 (effective December 
        23, 2013) to the Intercompany Agreement dated December 22, 2010 (effective January 1, 2010) 
        between Directed Services LLC (DSL) and ING USA Annuity and Life Insurance Company, 
        incorporated herein by reference to Post-Effective Amendment No. 44 to a Registration Statement 
        on Form N-4 for ING USA Annuity and Life Insurance Company Separate Account B filed with 
        the Securities and Exchange Commission on April 10, 2014 (File Nos. 333-30180, 811-05626). 
     
      j.  Intercompany Agreement dated December 22, 2010 (effective January 1, 2010) between ING 
        Investment Management LLC and ING USA Annuity and Life Insurance Company, incorporated 
        herein by reference to Post-Effective Amendment No. 55 to a Registration Statement on Form N-4 
        for ING USA Annuity and Life Insurance Company Separate Account B filed with the Securities 
    and Exchange Commission on April 6, 2011 (File Nos. 333-28679, 811-05626).
     
      k  Amendment No. 1 to the Intercompany Agreement dated December 1, 2013 (effective December 
        23, 2013) to the Intercompany Agreement dated December 22, 2010 (effective January 1, 2010) 
        between ING Investment Management LLC (IIM) and ING USA Annuity and Life Insurance 
        Company, incorporated herein by reference to Post-Effective Amendment No. 44 to a Registration 
        Statement on Form N-4 for ING USA Annuity and Life Insurance Company Separate Account B 
        filed with the Securities and Exchange Commission on April 10, 2014 (File Nos. 333-30180, 811- 
        05626). 
     
    (4)  a.  Flexible Premium Deferred Combination Variable and Fixed Annuity Contract [TO BE FILED 
        BY PRE-EFFECTIVE AMENDMENT.] 
     
      b.  Individual Retirement Annuity Endorsement (IU-RA-3125) [TO BE FILED BY PRE- 
        EFFECTIVE AMENDMENT.] 
     
      c.  Roth Individual Retirement Annuity Endorsement (IU-RA-3126) [TO BE FILED BY PRE- 
        EFFECTIVE AMENDMENT.] 
     
      d.  SIMPLE Individual Retirement Annuity Endorsement (IU-RA 3127) [TO BE FILED BY PRE- 
        EFFECTIVE AMENDMENT.] 
     
      e.  Unisex Endorsement (IU-RA-3136) [TO BE FILED BY PRE-EFFECTIVE AMENDMENT.] 
     
    (5)  a.  Flexible Premium Deferred Combination Variable and Fixed Annuity Application [TO BE FILED 
        BY PRE-EFFECTIVE AMENDMENT.] 
     
    (6)  a.  Amendment to Articles of Incorporation Providing for the Change in Purpose and Powers of ING 
        USA Annuity and Life Insurance Company, dated (03/04/04), incorporated herein by reference to 
        Post-Effective Amendment No. 1 to a Registration Statement on Form S-1 for ING USA Annuity 
        and Life Insurance Company filed with the Securities and Exchange Commission on April 9, 2007 
        (File No. 333-133076). 
     
      b.  Amended and Restated By-Laws of ING USA Annuity and Life Insurance Company, dated 
        (12/15/04), incorporated herein by reference to Post-Effective Amendment No. 1 to a Registration 
        Statement on Form S-1 for ING USA Annuity and Life Insurance Company filed with the 
    Securities and Exchange Commission on April 9, 2007 (File No. 333-133076).
     
    (7)    Not Applicable. 
     
    (8)  a.  Service Agreement by and between Golden American Life Insurance Company and Directed 
        Services, Inc., incorporated herein by reference to Post-Effective Amendment No. 28 to a 
        Registration Statement on form N-4 for Golden American Life Insurance Company Separate 
        Account B filed with the Securities and Exchange Commission on May 1, 1998 (File Nos. 033- 
        23351, 811-05626). 

     



      b.  Asset Management Agreement between Golden American Life Insurance Company and ING 
        Investment Management LLC, incorporated herein by reference to Post-Effective Amendment No. 
        29 to a Registration Statement on form N-4 for Golden American Life Insurance Company 
        Separate Account B filed with the Securities and Exchange Commission on April 30, 1999 (File 
        Nos. 033-23351, 811-05626). 
     
      c.  Participation Agreement by and between ING Investors Trust, Golden American Life Insurance 
        Company and Directed Services, Inc., incorporated herein by reference to Post-Effective 
        Amendment No. 6 to a Registration Statement on Form N-4 for ING USA Annuity and Life 
        Insurance Company Separate Account B filed with the Securities and Exchange Commission on 
        April 21, 2005 (File Nos. 333-70600, 811-05626). 
     
      d.  Rule 22c-2 Agreement dated no later than April 16, 2007 is effective October 16, 2007 between 
        ING Funds Services, LLC, ING Life Insurance and Annuity Company, ING National Trust, ING 
        USA Annuity and Life Insurance Company, ReliaStar Life Insurance Company, ReliaStar Life 
        Insurance Company of New York, Security Life of Denver Insurance Company and Systematized 
        Benefits Administrators Inc., incorporated by reference to Post-Effective Amendment No. 50 to 
        Registration Statement on Form N-4 (File No. 033-75962), as filed on June 15, 2007. 
     
    (9)    Opinion and Consent of Counsel, attached. 
     
    (10)    Consent of Independent Registered Public Accounting Firm [TO BE FILED BY PRE- 
        EFFECTIVE AMENDMENT.] 
     
    (11)    Not Applicable. 
     
    (12)    Not Applicable. 
     
    (13)    Powers of Attorney, attached. 

     

      ITEM 25: DIRECTORS AND OFFICERS OF THE DEPOSITOR

    Name  Principal Business Address  Position(s) with Depositor 
    Michael S. Smith*  1475 Dunwoody Drive  President and Director 
      West Chester, PA 19380   
    Mary (Maliz) E. Beams*  One Orange Way  Director and Executive Vice 
      Windsor, CT 06095-4774  President 
    Ewout L. Steenbergen*  230 Park Avenue  Director and Executive Vice 
      New York, NY 10169  President, Finance 
    Chetlur S. Ragavan*  230 Park Avenue  Director, Executive Vice President 
      New York, NY 10169  and Chief Risk Officer 
    Alain M. Karaoglan*  230 Park Avenue  Director 
      New York, NY 10169   
    Rodney O. Martin, Jr.*  230 Park Avenue  Director and Chairman 
      New York, NY 10169   
    Steven T. Pierson*  5780 Powers Ferry Road  Senior Vice President and Chief 
      Atlanta, GA 30327-4390  Accounting Officer 
    Christina K. Hack*  1475 Dunwoody Drive  Senior Vice President and Chief 
      West Chester, PA 19380  Financial Officer 
    Michael J. Gioffre  One Orange Way  Senior Vice President, Compliance 
      Windsor, CT 06095-4774   
    Megan A. Huddleston  One Orange Way  Senior Vice President and Secretary 
      Windsor, CT 06095   
    Patrick D. Lusk  1475 Dunwoody Drive  Senior Vice President and 
      West Chester, PA 19380  Appointed Actuary 

     



    Name  Principal Business Address  Position(s) with Depositor 
    David S. Pendergrass  5780 Powers Ferry Road  Senior Vice President and Treasurer 
      Atlanta, GA 30327-4390   
    Justin Smith  230 Park Avenue  Senior Vice President and Deputy 
      New York, NY 10169  General Counsel 
    Boyd G. Combs  5780 Powers Ferry Road  Senior Vice President, Tax 
      Atlanta, GA 30327-4390   
    Christine L. Hurtsellers  5780 Powers Ferry Road  Senior Vice President 
      Atlanta, GA 30327-4390   
    Mark B. Kaye  One Orange Way  Senior Vice President 
      Windsor, CT 06095-4774   
    Gilbert E. Mathis  5780 Powers Ferry Road  Senior Vice President 
      Atlanta, GA 30327-4390   
    Dave P. Wilken  20 Washington Avenue South  Senior Vice President 
      Minneapolis, MN 55401   
    Kristi L. Cooper  909 Locust Street  Vice President and Chief 
      Des Moines, IA 50309  Compliance Officer 
    Regina A. Gordon  One Orange Way  Vice President, Compliance 
      Windsor, CT 06095-4774   
    Anne M. Iezzi  One Orange Way  Vice President, Compliance 
      Windsor, CT 06095-4774   

     

      *Principal delegated legal authority to execute this registration statement pursuant to Powers of Attorney.

    ITEM 26: PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR
    OR REGISTRANT [TO BE FILED BY PRE-EFFECTIVE AMENDMENT.]

    ITEM 27: NUMBER OF CONTRACT OWNERS

    As of May 30, 2014 there were 0 qualified contract owners and 0 non-qualified contract owners.

    ITEM 28: INDEMNIFICATION

    ING USA Annuity and Life Insurance Company shall indemnify (including therein the prepayment of expenses)
    any person who is or was a director, officer or employee, or who is or was serving at the request of ING USA
    Annuity and Life Insurance Company as a director, officer or employee of another corporation, partnership, joint
    venture, trust or other enterprise for expenses (including attorney’s fees), judgments, fines and amounts paid in
    settlement actually and reasonably incurred by him with respect to any threatened, pending or completed action, suit
    or proceedings against him by reason of the fact that he is or was such a director, officer or employee to the extent
    and in the manner permitted by law.

    ING USA Annuity and Life Insurance Company may also, to the extent permitted by law, indemnify any other
    person who is or was serving ING USA Annuity and Life Insurance Company in any capacity. The Board of
    Directors shall have the power and authority to determine who may be indemnified under this paragraph and to
    what extent (not to exceed the extent provided in the above paragraph) any such person may be indemnified.

    A corporation may procure indemnification insurance on behalf of an individual who is or was a director of the
    corporation. Consistent with the laws of the State of Iowa, Voya Financial, Inc. maintains Professional Liability and
    fidelity bond insurance policies issued by an international insurer. The policies cover Voya Financial, Inc. Inc. and
    any company in which Voya Financial, Inc. has a controlling financial interest of 50% or more. These policies
    include either or both the principal underwriter, the depositor and any/all assets under the care, custody and control
    of Voya Financial, Inc. and/or its subsidiaries. The policies provide for the following types of coverage: errors and
    omissions/professional liability, directors and officers, employment practices liability and fidelity/crime (a/k/a
    “Financial Institutional Bond”).



    Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to
    directors, officers and controlling persons of the Registrant, as provided above or otherwise, the Registrant has been
    advised that in the opinion of the SEC such indemnification by the Depositor is against public policy, as expressed
    in the Securities Act of 1933, and therefore may be unenforceable. In the event that a claim of such indemnification
    (except insofar as it provides for the payment by the Depositor of expenses incurred or paid by a director, officer or
    controlling person in the successful defense of any action, suit or proceeding) is asserted against the Depositor by
    such director, officer or controlling person and the SEC is still of the same opinion, the Depositor or Registrant will,
    unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of
    appropriate jurisdiction the question of whether such indemnification by the Depositor is against public policy as
    expressed by the Securities Act of 1933 and will be governed by the final adjudication of such issue.

    ITEM 29: PRINCIPAL UNDERWRITER

    (a)In addition to the Registrant, Directed Services LLC serves as principal underwriter for all contracts issued by
    ING USA Annuity and Life Insurance Company through its Separate Accounts A, B and EQ and Alger Separate
    Account A and ReliaStar Life Insurance Company of New York through its Separate Account NY-B. Also,
    Directed Services LLC serves as investment advisor to Voya Investors Trust and Voya Partners, Inc.

    (b) The following information is furnished with respect to the principal officers and directors of Directed Services
    LLC, the Registrant’s Distributor.

    Name  Principal Business Address  Positions and Offices with Underwriter 
     
    Chad J. Tope  909 Locust Street  President and Director 
      Des Moines, IA 50309   
    Richard E. Gelfand  1475 Dunwoody Drive  Chief Financial Officer 
      West Chester, PA 19380-1478   
    Patrick J. Kennedy  One Orange Way  Director 
      Windsor, CT 06095   
    Shaun P. Mathews  One Orange Way  Executive Vice President 
      Windsor, CT 06095   
    Kimberly A. Anderson  7337 E Doubletree Ranch Road,  Senior Vice President 
      Scottsdale, AZ 85258   
    Stanley D. Vyner  230 Park Avenue, 13th Floor  Senior Vice President 
      New York, NY 10169   
    Michael J. Roland  7337 E Doubletree Ranch Road,  Senior Vice President 
      Scottsdale, AZ 85258   
    Regina A. Gordon  One Orange Way  Chief Compliance Officer 
      Windsor, CT 06095   
    Julius A. Drelick, III  7337 E Doubletree Ranch Road  Senior Vice President and Investment 
      Scottsdale, AZ 85258  Adviser Chief Compliance Officer 
    Heather H. Hackett  230 Park Avenue, 13th Floor  Vice President 
      New York, NY 10169   
    Jody I. Hrazanek  230 Park Avenue, 13th Floor  Vice President 
      New York, NY 10169   
    Todd R. Modic  7337 E Doubletree Ranch Road  Vice President 
      Scottsdale, AZ 85258   
    David S. Pendergrass  5780 Powers Ferry Road  Vice President and Treasurer 
      Atlanta, GA 30327-4390   
    Jason R. Rausch  230 Park Avenue, 13th Floor  Vice President 
      New York, NY 10169   
    Stephen Sedmak  230 Park Avenue, 13th Floor  Vice President 
      New York, NY 10169   
    Spencer T. Shell  5780 Powers Ferry Road  Vice President and Assistant Treasurer 
      Atlanta, GA 30327-4390   

     



    Name  Principal Business Address  Positions and Offices with Underwriter 
     
    May F. Tong  230 Park Avenue, 13th Floor  Vice President 
      New York, NY 10169   
    Paul L. Zemsky  230 Park Avenue, 13th Floor  Vice President 
      New York, NY 10169   
    Megan A. Huddleston  One Orange Way  Secretary 
      Windsor, CT 06095   
    Huey P. Falgout  7337 E Doubletree Ranch Road  Assistant Secretary 
      Scottsdale, AZ 85258   
    C. Nikol Gianopoulous  20 Washington Avenue South  Assistant Secretary 
      Minneapolis, MN 55401   
    Angelia M. Lattery  20 Washington Avenue South  Assistant Secretary 
      Minneapolis, MN 55401   
    Tina M. Nelson  20 Washington Avenue South  Assistant Secretary 
      Minneapolis, MN 55401   
    Melissa A. O’Donnell  20 Washington Avenue South  Assistant Secretary 
      Minneapolis, MN 55401   
    Jennifer M. Ogren  20 Washington Avenue South  Assistant Secretary 
      Minneapolis, MN 55401   

     

    (c)           
        2013 Net       
        Underwriting       
      Name of Principal  Discounts and  Compensation  Brokerage   
      Underwriter  Commission  on Redemption  Commissions  Compensation 
      Directed Services LLC  $218,438,941.02  $0  $0  $0 

     

      ITEM 30: LOCATION OF ACCOUNTS AND RECORDS

    All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the rules
    under it relating to the securities described in and issued under this Registration Statement are maintained by the
    Depositor and located at: 909 Locust Street, Des Moines, Iowa 50309, 1475 Dunwoody Drive, West Chester, PA
    19380 and at 5780 Powers Ferry Road, N.W., Atlanta, GA 30327-4390.

    ITEM 31: MANAGEMENT SERVICES

    None.

    ITEM 32: UNDERTAKINGS

    (a) Registrant hereby undertakes to file a post-effective amendment to this registration statement as frequently as it
    is necessary to ensure that the audited financial statements in the registration statement are never more than 16
    months old so long as payments under the variable annuity contracts may be accepted;

    (b) Registrant hereby undertakes to include either (1) as part of any application to purchase a contract offered by the
    prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a post card
    or similar written communication affixed to or included in the prospectus that the applicant can remove to send for a
    Statement of Additional Information; and

    (c) Registrant hereby undertakes to deliver any Statement of Additional Information and any financial statements
    required to be made available under this Form promptly upon written or oral request.



                                                     REPRESENTATIONS

    1. The account meets the definition of a “separate account” under federal securities laws.

    2. ING USA Annuity and Life Insurance Company hereby represents that the fees and charges deducted under the
    Contract described in the Prospectus, in the aggregate, are reasonable in relation to the services rendered, the
    expenses to be incurred and the risks assumed by the Company.



                                                             SIGNATURES

    As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has caused
    this Registration Statement to be signed on its behalf, in the City of West Chester, Commonwealth of
    Pennsylvania, on the 30th day of May 2014.

      SEPARATE ACCOUNT B 
      (Registrant) 
    By:  ING USA ANNUITY AND LIFE INSURANCE COMPANY 
      (Depositor) 
     
    By:  /s/ Michael S. Smith 
      Michael S. Smith 
             President and Director (principal executive officer)

     

      As required by the Securities Act of 1933, and the Investment Company Act of 1940, this Registration Statement
    has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature
    appears below hereby constitutes and appoints, Nicholas Morinigo, J. Neil McMurdie and Julie E. Rockmore, and
    each of them individually, such person’s true and lawful attorneys and agents with full power of substitution and re-
    substitution for him or her and in his or her name, place and stead, in any and all capacities, to sign for such person
    and in such person’s name and capacity indicated below, any and all amendments to this Registration Statement,
    hereby ratifying and confirming such person’s signature as it may be signed by said attorneys to any and all
    amendments (pre-effective and post-effective amendments).

    Signatures  Titles  Dates 
     
    /s/ Michael S. Smith  Director and President  ) May 20, 2014 
    Michael S. Smith  (principal executive officer)  ) 
        ) 
    /s/ Steven T. Pierson  Senior Vice President and Chief Accounting Officer  ) May 23, 2014 
    Steven T. Pierson    ) 
        ) 
    /s/ Christina Hack  Senior Vice President and Chief Financial Officer  ) May 23, 2014 
    Christina Hack    ) 
        ) 
    /s/ Ewout L. Steenbergen  Director  ) May 29, 2014 
    Ewout L. Steenbergen    ) 
        ) 
    /s/ Mary (Maliz) E. Beams  Director  ) May 23, 2014 
    Mary (Maliz) E. Beams    ) 
        ) 
    /s/ Chetler S. Ragavan  Director  ) May 27 2014 
    Chetler S. Ragavan    ) 
        ) 
    /s/ Alain M. Karaoglan  Director  ) May 28, 2014 
    Alain M. Karaoglan    ) 
        ) 
    /s/ Rodney O. Martin, Jr.  Director  ) May 29, 2014 
    Rodney O. Martin, Jr.    ) 
        ) 

     



    State of New York
    County of New York

    On the 23rd day of May in the year 2014, before me, the undersigned, personally appeared Mary (Maliz) E. Beams,
    personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is
    subscribed to the within instrument and acknowledged to me that she executed the same in her capacity, and that by
    her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the
    instrument.

      Pier Tisdel 
    /s/ Pier Tisdel  Notary Public, State of New York 
    Notary Public  No. 01TI6115336 
      Qualified in New York County 
      Commission Expires: 9/7/2016 

     

    State of New York
    County of New York

    On the 27th day of May in the year 2014, before me, the undersigned, personally appeared Chetlur S. Ragavan,
    personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is
    subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by
    his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the
    instrument.

      Pier Tisdel 
    /s/ Pier Tisdel  Notary Public, State of New York 
    Notary Public  No. 01TI6115336 
      Qualified in New York County 
      Commission Expires: 9/7/2016 

     

    State of New York
    County of New York

    On the 28th day of May in the year 2014, before me, the undersigned, personally appeared Alain M. Karaoglan,
    personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is
    subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by
    his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the
    instrument.

      Pier Tisdel 
    /s/ Pier Tisdel  Notary Public, State of New York 
    Notary Public  No. 01TI6115336 
      Qualified in New York County 
      Commission Expires: 9/7/2016 

     

    CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As the “principal,” you give
    the person whom you choose (your “agent”) authority to spend your money and sell or dispose of your property
    during your lifetime without telling you. You do not lose your authority to act even though you have given your
    agent similar authority.

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    where there are no specific instructions, in your best interest. “Important Information for the Agent” at the end of
    this document describes your agent’s responsibilities.

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    you are no longer of sound mind, a court can remove an agent for acting improperly.

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    to explain it to you.

    Signature of Agents:
     
      Commonwealth of Pennsylvania 
    /s/ Nicholas Morinigo  County of Chester 
    Nicholas Morinigo   
      On this, the 28th day of May, 2014, before me 
      Maureen O’Hara, the undersigned officer, personally appeared 
    Commonwealth of Pennsylvania  Nicholas Morinigo, known to me (or satisfactorily proven) to be the 
    Notarial Seal  person whose name is subscribed as attorney in fact for Mary (Maliz) 
    Maureen O’Hara, Notary Public  E. Beams, Chetlur S. Ragavan and Alain M. Karaoglan and 
    West Chester Boro, Chester County  acknowledged that he executed the same as the act of his principal for 
    My Commission Expires Jan. 12, 2018  the purposes therein contained. 
     
     
      /s/ Maureen O’Hara 
      Notary Public 
     
     
      State of Connecticut 
    /s/ J. Neil McMurdie  County of Hartford Town of Windsor 
    J. Neil McMurdie   
      The foregoing instrument was executed and acknowledged before me 
      this 28th day of May, 2014, by J. Neil McMurdie, as attorney in fact on 
    Nicole L. Molleur  behalf of Mary (Maliz) E. Beams, Chetlur S. Ragavan and Alain M. 
    Notary Public Within and for  Karaoglan. 
    The State of Connecticut   
    My commission expires: Nov. 30, 2014   
      /s/ Nicole L. Molleur 
      Notary Public 

     



      State of Connecticut 
    /s/ Julie Rockmore  County of Hartford Town of Windsor 
    Julie Rockmore   
      The foregoing instrument was executed and acknowledged before me 
      this 28th day of May, 2014, by Julie Rockmore, as attorney in fact on 
    Nicole L. Molleur  behalf of Mary (Maliz) E. Beams, Chetlur S. Ragavan and Alain M. 
    Notary Public Within and for  Karaoglan. 
    The State of Connecticut   
    My commission expires: Nov. 30, 2014   
    /s/ Nicole L. Molleur
            Notary Public 

     

    IMPORTANT INFORMATION FOR THE AGENT:

    When you accept the authority granted under this Power of Attorney, a special legal relationship is
    created between you and the principal. This relationship imposes on you legal responsibilities that
    continue until you resign or the Power of Attorney is terminated or revoked. You must:

    (1) act according to any instructions from the principal, or, where there are no instructions, in the
    principal’s best interest;

    (2) avoid conflicts that would impair your ability to act in the principal’s best interest;

    (3) keep the principal’s property separate and distinct from any assets you own or control, unless
    otherwise permitted by law;

    (4) keep a record of all receipts, payments, and transactions conducted for the principal; and

    (5) disclose your identity as an agent whenever you act for the principal by writing or printing the
    principal’s name and signing your own name as “agent” in either of the following manner: (Principal’s
    Name) by (Your Signature) as Agent, or (your signature as Agent for (Principal’s Name).

    You may not use the principal’s assets to benefit yourself or give major gifts to yourself or anyone else
    unless the principal has specifically granted you that authority in this Power of Attorney or in a Statutory
    Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act according
    to any instructions of the principal or, where there are no such instructions, in the principal’s best interest;
    You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if
    one has been named in this document, or the principal’s guardian if one has been appointed. If there is
    anything about this document or your responsibilities that you do not understand, you should seek legal
    advice.

    Liability of the agent:

    The meaning of the authority given to you is defined in New York’s General Obligations Law, Article 5,
    Title 15. If it is found that you have violated the law or acted outside the authority granted to you in the
    Power of Attorney, you may be liable under the law for your violation.



    Steven T. Pierson
    STATEMENT OF WITNESS 

     

      On the date written above, the principal declared to me in my presence that this instrument is his general
    durable power of attorney and that he had willingly signed or directed another to sign for him, and that he
    executed it as his free and voluntary act for the purposes therein expressed.

    /s/ Joseph S. Horan  Signature of Witness #1 
    Joseph S. Horan  Printed or typed name of Witness #1 
    Voya Financial, 5780 Powers Ferry Rd. NW  Address of Witness #1 
    Atlanta, GA 30327   
     
    /s/ Karen Blair  Signature of Witness #2 
    Karen Blair  Printed or typed name of Witness #2 
    Voya Financial, 5780 Powers Ferry Road, NW  Address of Witness #2 
    Atlanta, GA 30327   

     



      EXHIBIT INDEX   
    ITEM  EXHIBIT  TYPE # 
    24(b)(9)  Opinion and Consent of Counsel  EX-99.B9 
    24(b)(13)  Powers of Attorney  * 

     

    * Included on Signatures page of this Registration