As filed with the Securities and Exchange	Registration No. 333-09515
Commission on April 8, 2010	Registration No. 811-02512

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-4

Post-Effective Amendment No. 27
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
And
Amendment to

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Variable Annuity Account B
(Exact Name of Registrant)
of

ING LIFE INSURANCE AND ANNUITY COMPANY
(Name of Depositor)

One Orange Way
Windsor, Connecticut 06095-4774
(860) 580-4646
(Address and Telephone Number of Depositor’s Principal Office)

John S. (Scott) Kreighbaum, Esq.
ING Americas (U.S. Legal Services)
1475 Dunwoody Drive, West Chester, PA 19380-1478
(610) 425-3404
(Name and Address of Agent for Service of Process)

Approximate Date of Proposed Public Offering: As soon as practical 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
[X]	on April 30, 2010, pursuant to paragraph (b) of Rule 485
[ ]	60 days after filing pursuant to paragraph (a)(1)
[ ]	on ____________, 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: Fixed or Variable Group or Individual Immediate Annuity Contract

PART A

SUPPLEMENT Dated April 30, 2010
To The Prospectus Dated April 30, 2010 For

ING Income Annuity

Issued By ING Life Insurance and Annuity Company
Through Its Variable Annuity Account B

This supplement updates the prospectus for your variable annuity contract. Please read it

carefully and keep it with your copy of the prospectus for future reference. If you have any

questions, please call our Customer Service Center at 1-800-238-6273.

Notice of Portfolio Reorganization

Effective after the close of business on or about August 20, 2010, the following Disappearing
Portfolio will reorganize into and become part of the following Surviving Portfolio:

Disappearing Portfolio	Surviving Portfolio
ING Opportunistic LargeCap Portfolio	ING Growth and Income Portfolio

The reorganization will be administered pursuant to a reorganization agreement, which has been
approved by the board of trustees of the Disappearing Portfolio. The reorganization agreement will
also be subject to shareholder approval. If shareholder approval is obtained, the reorganization is
expected to take place on or about August 20, 2010, resulting in a shareholder of the Disappearing
Portfolio becoming a shareholder of the Surviving Portfolio. Each shareholder will thereafter hold
shares of the Surviving Portfolio having equal aggregate value as shares of the Disappearing
Portfolio, and the Disappearing Portfolio will no longer be available under the contract.

Unless you provide us with alternative allocation instructions, all future allocations directed to the
Disappearing Portfolio will be automatically allocated to the Surviving Portfolio. You may give us
alternative allocation instructions at any time by contacting our Customer Contact Center at 1-800-
238-6273.

As of the relevant effective date noted above, any references in the prospectus to the Disappearing
Portfolio as being available under the contract are deleted.

ING Life Insurance and Annuity Company

Variable Annuity Account B of ING Life Insurance and Annuity Company

Fixed/Variable Single Premium Immediate Annuity Contract

                                                                             ING INCOME ANNUITY

April 30, 2010

The Contract. The contract described in this prospectus is a fixed or variable, group or individual immediate
annuity contract issued by ING Life Insurance and Annuity Company (the “Company,” “we,” “us,” “our”). It is
issued to you, the contract holder as either a nonqualified contract, or a contract that qualifies for special federal
income tax treatment under the Internal Revenue Code of 1986, as amended (“Tax Code”) or with retirement plans
qualifying under Tax Code sections 401 or 457. Contracts sold in New York are not available for 457 plans.

Why Reading this Prospectus is Important. This prospectus contains facts about the contract and its investment
options that you should know before purchasing. The information will help you decide if the contract is right for
you. Please read this prospectus carefully.

Investment Options. The contract offers variable investment options and a fixed dollar option. When you purchase
the contract, your purchase payment will be applied to the investment options you select. Some investment options
may be unavailable through your contract, your plan or in your state.

Variable Income Payments. If you select variable income payments, the amount of your income payments will
vary based on the performance of the variable investment options that you select. These options are called
subaccounts. The subaccounts are within Variable Annuity Account B (“the separate account”), a separate account
of the Company. Each subaccount invests in one of the mutual funds (funds) listed on this page. Subaccount
performance will vary depending upon the performance of its underlying fund. You do not invest directly in or hold
shares of the funds.

Risks Associated with Investing in the Funds. Information about the risks of investing in the funds is located in
the “Investment Options” section, in Appendix II- Description of Underlying Funds, and in each fund prospectus.
Read this prospectus in conjunction with the fund prospectuses, and retain the prospectuses for future reference.

Getting Additional Information. You may obtain free of charge the April 30, 2010, Statement of Additional
Information (“SAI”) about the separate account by indicating your request on your application or calling us at
1-800-238-6273. You may also obtain a prospectus or an SAI for any of the funds by calling that number. If you
received a summary prospectus for any of the funds available through your contract, you may also obtain a full
prospectus and other fund information free of charge by either accessing the internet address, calling the telephone
number or sending an email request to the contact information shown on the front of the fund’s summary prospectus.
This prospectus, the SAI and other information about the separate account may be obtained by accessing the
Securities and Exchange Commission’s (“SEC”) website, http://www.sec.gov. When looking for information
regarding the contracts offered through this prospectus, you may find it useful to use the number assigned to the
registration statement under the Securities Act of 1933. This number is 333-09515. Copies of this information may
also be obtained, after paying a duplicating fee, by contacting the SEC Public Reference Room. Information on the
operation of the Public Reference Room may be obtained by calling 1-202-942-8090 or 1-800-SEC-0330, e-mailing
publicinfo@sec.gov or by writing to SEC Public Reference Room, 100 F Street, N.E., Room 1580, Washington,
D.C. 20549. The SAI table of contents is listed on page 40 of this prospectus. The SAI is incorporated into this
prospectus by reference.

Additional Disclosure Information. Neither the SEC, nor any state securities commission, has approved or
disapproved the securities offered through this prospectus or passed on the accuracy or adequacy of this prospectus.

ILIAC Income Annuity – 155282

Any representation to the contrary is a criminal offense. We do not intend for this prospectus to be an offer to sell or
a solicitation of an offer to buy these securities in any state that does not permit their sale. We have not authorized
anyone to provide you with information that is different than that contained in this prospectus.

Fixed Income Payments. If you select fixed payments, your purchase payment will be applied to the fixed dollar
option and your payment amount will not vary. Except as specifically mentioned, this prospectus describes only the
variable investment options. However, we describe the fixed dollar option in Appendix I of this prospectus.

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

The investment portfolios are listed on the next page.

ILIAC Income Annuity – 155282

The investment portfolios currently available under your contract are:

ING Investors Trust	ING Variable Funds
ING American Funds Growth Portfolio*	ING Growth and Income Portfolio (Class I)
ING American Funds Growth-Income Portfolio*
ING American Funds International Portfolio*	ING Variable Portfolios, Inc.
ING BlackRock Large Cap Growth Portfolio (Class I)	ING Index Plus LargeCap Portfolio (Class I)
ING FMRSM Diversified Mid Cap Portfolio (Class I)	ING International Index Portfolio (Class I)
ING Pioneer Fund Portfolio (Class I)	ING Opportunistic LargeCap Portfolio (Class I)
ING Wells Fargo Omega Growth Portfolio	ING RussellTM Large Cap Growth Index Portfolio (Class I)
(Class I)	ING RussellTM Large Cap Index Portfolio (Class I)
	ING Small Company Portfolio (Class I)
ING Partners, Inc.
ING Legg Mason ClearBridge Aggressive Growth Portfolio	ING Balanced Portfolios, Inc.
(Initial Class)	ING Balanced Portfolio, Inc. (Class I)
ING Oppenheimer Global Portfolio (Initial Class)
ING Oppenheimer Global Strategic Income Portfolio	ING Intermediate Bond Portfolio
(Initial Class)	ING Intermediate Bond Portfolio (Class I)
ING Pioneer High Yield Portfolio (Initial Class)
ING Templeton Foreign Equity Portfolio (Initial Class)	ING Money Market Portfolio
ING Thornburg Value Portfolio (Initial Class)	ING Money Market Portfolio (Class I)
ING T. Rowe Price Growth Equity Portfolio (Initial Class)
ING Strategic Allocation Portfolios, Inc.
ING Strategic Allocation Conservative Portfolio (Class I)
ING Strategic Allocation Growth Portfolio (Class I)
ING Strategic Allocation Moderate Portfolio (Class I)

These investment portfolios comprise the subaccounts open to new premiums and transfers. More
information can be found in the appendices. Appendix II highlights each portfolio’s investment
objective and adviser (and any subadviser or consultant), as well as indicates recent portfolio
changes. See Appendix III for all subaccounts and valuation information.

*      These investment portfolios are designated as “Master-Feeder” Funds. See “Investment Options – Mutual Fund (Fund) Descriptions” for more information about “Master-Feeder” Funds.

ILIAC Income Annuity – 155282

TABLE OF CONTENTS
	Page
CONTRACT OVERVIEW	1
FEE TABLE	2
CONDENSED FINANCIAL INFORMATION	6
PURCHASE	6
RIGHT TO CANCEL	7
INCOME PAYMENTS	8
CALCULATING VARIABLE INCOME PAYMENTS	12
INVESTMENT OPTIONS	13
FEES	17
DEATH BENEFIT	21
WITHDRAWALS	22
FEDERAL TAX CONSIDERATIONS	23
OTHER TOPICS	34
STATEMENT OF ADDITIONAL INFORMATION	40
APPENDIX I – Fixed Dollar Option	I-1
APPENDIX II – Description of Underlying Funds	II-1
APPENDIX III – Condensed Financial Information	III-1

ILIAC Income Annuity – 155282

CONTRACT OVERVIEW

The following is intended as a summary. Please read each section of this prospectus for additional detail.

Questions:

Contacting the Company. To answer your questions, contact your sales representative or write or call our
Customer Service Center at:

ING
Attn: Payout Services
One Orange Way
Windsor, CT. 06095-4774
1-800-238-6273

Sending Forms and Written Requests in Good Order. If you are writing to change your beneficiary, request a
withdrawal, or for any other purpose, contact your sales representative or write or call us to learn what information
is required for the request to be in “good order.”

Generally, a request is considered to be in “good order” when it is signed, dated and made with such clarity and
completeness that we are not required to exercise any discretion in carrying it out.

We can only act upon requests that are received in good order.

Contract Design:

The contract described in this prospectus is a fixed and/or variable, group or individual immediate annuity contract.
It is designed for individuals who would like regular income payments from an annuity contract. The term
“contract” in this prospectus refers to individual contracts and to certificates issued under group contracts.

Who’s Who:

Contract Holder (you/your): The person to whom we issue an individually owned contract or the participant
under a group contract.

Participant: The individual who participates in a group contract, generally in connection with a retirement plan.

The Company (we, us, our): ING Life Insurance and Annuity Company. We issue the contract.

Contract Rights:

Contract holders hold the rights under the contract. Generally, the contract holder is either an individual to whom we
issue an individual contract or a participant under a group contract. For contracts issued in connection with 457
plans, the plan sponsor is the contract holder and holds the rights under the contract. Section 457 plan sponsors may
allow their participants to exercise certain limited contract rights. For example, the section 457 plan sponsor has the
right to make investment selections, but may permit their individual participants to exercise that right.

The Contract and Retirement Plans:

We may offer this contract to employees or other individuals in connection with a retirement plan.

ILIAC Income Annuity - 155282 1

Plan Type. We refer to a retirement plan by the Tax Code section under which it qualifies. For example: a “457
plan” is a plan that qualifies for tax treatment under Tax Code section 457. We are not a party to the plan, so the
terms and the conditions of the contract and the plan may differ.

Use of an Annuity Contract in your Plan. Under the federal tax laws, earnings on amounts held in annuity
contracts are generally not taxed until they are withdrawn. However, in the case of a qualified retirement account
(such as a 401, 408(b) or 457 retirement plan), an annuity contract is not necessary to obtain this favorable tax
treatment and does not provide any tax benefits beyond the deferral already available to the tax qualified account
itself. However, annuities do provide other features and benefits such (as the option of lifetime income phase options
at established rates) which may be valuable to you. You should discuss your alternatives with your financial
representative taking into account the additional fees and expenses you may incur in an annuity. See “Contract
Purchase or Participation.”

Contract Facts:

Income Payment Options. You may select from a number of features for your payments including but not limited
to: duration, number of payees, payments to beneficiaries, guaranteed minimum payment amount, and variable or
fixed payments. Some features require payment of additional fees. See “Income Payments.”

Free Look/Right to Cancel. You may cancel the contract no later than ten days of receipt (some states require more
than ten days). Participants in 401 plans may cancel their participation in the contract no later than ten days after
they receive evidence of participation in the contract. See “Right to Cancel.”

Death Benefit. If any guaranteed income payments remain to be paid at the time of the death of the annuitant or
both annuitants, if applicable, they may be paid to your beneficiary. See “Death Benefit.”

Withdrawals. Some income payment options allow you to withdraw a portion or all of any remaining guaranteed
payments. An early withdrawal charge may apply. See “Withdrawals.”

Fees. Certain fees associated with the contract will reduce income payments. See “Fee Table” and “Fees.”


Taxation. The Tax Code has certain rules that apply to amounts distributed under the contract. Tax penalties may
apply if rules are not followed. See “Federal Tax Considerations.”

FEE TABLE

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the
contract. The first table describes the fees and expenses that you will pay at the time that you buy the contract,
surrender the contract, or transfer contract value between investment options.

The tables and examples in this section show the fees that may affect the amount of variable income payments. For
fees applicable to fixed income payments, see Appendix I. See “Fees” for additional information. The fees shown
below do not reflect any premium tax that may apply.

ILIAC Income Annuity - 155282 2

Maximum Transaction Fees

Early Withdrawal Charge
(As a percentage of the present value of remaining guaranteed income payments withdrawn)⁽¹⁾

Maximum Early Withdrawal Charge Schedule*
Number of Years from
Contract Effective Date**	Early Withdrawal Charge
Fewer than 1	7%
1 or more but fewer than 2	6%
2 or more but fewer than 3	5%
3 or more but fewer than 4	4%
4 or more but fewer than 5	3%
5 or more but fewer than 6	2%
6 or more but fewer than 7	1%
7 or more	0%

*	Not all contracts permit withdrawals. Under certain contracts withdrawals are not allowed during the first year. See “Withdrawals.”
**	For participants under a group contract, the early withdrawal charge will be calculated based upon the number of years from the certificate effective date.

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

Maximum Fees Deducted from the Subaccounts

(Daily deductions, equal to the following percentages on an annual basis, from amounts invested in the
subaccounts.)

For Contracts Without the Guaranteed Minimum Income Feature:

Mortality and Expense Risk Charge	1.25%
Administrative Expense Charge	0.00% - 0.25%(2)
Total Separate Account Expenses	1.25% - 1.50%
For Contracts With the Guaranteed Minimum Income Feature:
Mortality and Expense Risk Charge	1.25%
Administrative Expense Charge	0.00% - 0.25%(2)
Guaranteed Minimum Income Feature	1.00%(3)
Total Separate Account Expenses	2.25% - 2.50%

(1)	Although the maximum early withdrawal charge is 7% of the remaining guaranteed income payments withdrawn, the total early withdrawal charge deducted will not exceed 8.5% of your purchase payment to the contract. See “Fees-Early Withdrawal Charge.”
(2)	We currently do not impose an administrative expense charge; however, we reserve the right to impose this charge for new contracts and to deduct a daily charge from the subaccounts equivalent to not more than 0.25% annually.
(3)	This charge terminates after five years if the Five Year Guaranteed Minimum Income Feature is elected. Otherwise, it will continue for the life of the contract.

ILIAC Income Annuity - 155282 3

Fees Deducted by the Funds

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

Total Annual Trust or Fund Operating Expenses	Minimum	Maximum
(expenses that are deducted from Trust or Fund assets,
including management fees, distribution and/or service (12b-1)	0.37%	1.32%
fees 1 , and other expenses):

1	The Company may receive compensation from each of the funds or the funds’ affiliates based on an annual percentage of the average net assets held in that fund by the Company. The percentage paid may vary from one fund company to another.
	These fees are for administrative, recordkeeping or other services provided by the Company to the funds or the funds’ affiliates. These payments are made by the funds or the funds’ affiliates to the Company and do not increase, directly or indirectly, the fees and expenses shown above. See “Fees – Fund Expenses” for additional information.

Fund Fee Information. The fund prospectuses show the investment advisory fees, 12b-1 fees and other expenses
including service fees (if applicable) charged annually by each fund. Fund fees are one factor that impacts the value
of a fund share. Please refer to the fund prospectuses for more information and to learn more about additional
factors.

The Company may receive compensation from each of the funds or the funds’ affiliates based on an annual
percentage of the average net assets held in that fund by the Company. The percentage paid may vary from one fund
company to another. For certain funds, some of this compensation may be paid out of 12b-1 fees or service fees that
are deducted from fund assets. Any such fees deducted from fund assets are disclosed in the fund prospectuses. The
Company may also receive additional compensation from certain funds for administrative, recordkeeping or other
services provided by the Company to the funds or the funds’ affiliates. These additional payments may also be used
by the Company to finance distribution. These additional payments are made by the funds or the funds’ affiliates to
the Company and do not increase, directly or indirectly, the fund fees and expenses. Please see “Fees –Fund Fees”
for more information.

In the case of fund companies affiliated with the Company, where an affiliated investment adviser employs
subadvisers to manage the funds, no direct payments are made to the Company or the affiliated investment adviser
by the subadvisers. Subadvisers may provide reimbursement for employees of the Company or its affiliates to attend
business meetings or training conferences. Investment management fees are apportioned between the affiliated
investment adviser and subadviser. This apportionment varies by subadviser, resulting in varying amounts of
revenue retained by the affiliated investment adviser. This apportionment of the investment advisory fee does not
increase, directly or indirectly, fund fees and expenses. Please see “Fees – Fund Fees” for more information.

How Fees are Deducted. Fund fees are not deducted directly from your income payments. When a subaccount
purchases shares of a fund, the fees are reflected in that purchase price, so income payments based on investments in
that subaccount will be impacted indirectly by the fund fees.

Example (For contracts without the guaranteed minimum income feature)

This example is intended to help you compare the costs of investing in the contract with the cost of investing in
other variable annuity contracts. These costs include contract owner transaction expenses, contract fees, separate
account annual expenses, and Trust or Fund fees and expenses. The examples assume that you invest $10,000 in the
contract for the time periods indicated. The examples also assume that your investment has a 5% return each year
and assumes the maximum fees and expenses of the contracts and of any of the Trusts or Funds.

For the purpose of these examples, we deducted total annual fund expenses and the maximum charges under the

ILIAC Income Annuity - 155282 4

contract (i.e., a maximum mortality and expense risk charge of 1.25% annually and an administrative expense
charge of 0.25% annually) and assume you have selected the “nonlifetime-guaranteed payments” income payment
option for a 15-year period with a 3½% assumed annual net return rate.

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

1)	If you withdraw your remaining guaranteed payments at the end of the periods shown, you would pay
	the following fees, including any applicable early withdrawal charge:
	1 year	3 years	5 years	10 years
	$982	$1,465	$1,973	$3,113
2)	If you do not withdraw your remaining guaranteed payments, you would pay the following fees at the
	end of the periods shown (no early withdrawal charge is reflected):
	1 year	3 years	5 years	10 years
	$282	$865	$1,473	$3,113

Example (For contracts with the lifetime guaranteed minimum income feature)

This example is intended to help you compare the costs of investing in the contract with the cost of investing in
other variable annuity contracts. These costs include contract owner transaction expenses, contract fees, separate
account annual expenses, and Trust or Fund fees and expenses. The examples assume that you invest $10,000 in the
contract for the time periods indicated. The examples also assume that your investment has a 5% return each year
and assumes the maximum fees and expenses of the contracts and of any of the Trusts or Funds.

For the purpose of these examples, we deducted total annual fund expenses and the maximum charges under the
contract (i.e., a maximum mortality and expense risk charge of 1.25% annually, an administrative expense charge of
0.25% annually, and the guaranteed minimum income charge of 1.00% annually) and assume you are a 65 year old
male and have selected the “life income- guaranteed payments” income payment option with payments guaranteed
for 15 years and a 3½% assumed annual net return rate.

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

1)	If you withdraw your remaining guaranteed payments at the end of the periods shown, you would pay
	the following fees, including any applicable early withdrawal charge:
	1 year	3 years	5 years	10 years
	$1,082	$1,760	$2,456	$4,029
2)	If you do not withdraw your remaining guaranteed payments, you would pay the following fees at the
	end of the periods shown (no early withdrawal charge is reflected):
	1 year	3 years	5 years	10 years
	$382	$1,160	$1,956	$4,029

Example (For contracts with the five year guaranteed minimum income feature)

This example is intended to help you compare the costs of investing in the contract with the cost of investing in
other variable annuity contracts. These costs include contract owner transaction expenses, contract fees, separate
account annual expenses, and Trust or Fund fees and expenses. The examples assume that you invest $10,000 in the
contract for the time periods indicated. The examples also assume that your investment has a 5% return each year
and assumes the maximum fees and expenses of the contracts and of any of the Trusts or Funds.

ILIAC Income Annuity - 155282 5

For the purpose of these examples, we deducted total annual fund expenses and the maximum charges under the
contract (i.e., a maximum mortality and expense risk charge of 1.25% annually, an administrative expense charge of
0.25% annually, and the guaranteed minimum income charge of 1.00% annually for the first five years) and assume
you have selected the “nonlifetime-guaranteed payments” income payment option for a 15 year period with a 3½%
assumed annual net return rate.

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

1)	If you withdraw your remaining guaranteed payments at the end of the periods shown, you would
	pay the following fees, including any applicable early withdrawal charge:
	1 year	3 years	5 years	10 years
	$1,082	$1,760	$2,456	$3,517
2)	If you do not withdraw your remaining guaranteed payments, you would pay the following fees at
	the end of the periods shown (no early withdrawal charge is reflected):
	1 year	3 years	5 years	10 years
	$382	$1,160	$1,956	$3,517

CONDENSED FINANCIAL INFORMATION

Understanding Condensed Financial Information. In Appendix III of this prospectus, we provide condensed
financial information about the Variable Annuity Account B (the Separate Account) subaccounts you may invest in
through the contract. The numbers show the year-end unit values of the subaccounts from the time purchase
payments were first received in the subaccounts under the contract.

PURCHASE

Contracts Available for Purchase. The contract is designed for persons who would like to receive regular income
payments from an annuity contract. It is available as either a nonqualified contract, or as a qualified contract for use
with a traditional IRA under section 408(b) of the Tax Code or with retirement plans qualifying under Tax Code
sections 401 or 457. Contracts sold in New York are not available for 457 plans. Availability as a group contract is
subject to state approval. We reserve the right to limit purchase of an individual contract to natural persons.

ERISA Notification. We must be notified by the employer or plan trustee if the contract is offered in connection
with a 401 plan that is subject to Title I of the Employee Retirement Income Security Act of 1974 (ERISA), as
amended.

Factors to Consider in the Purchase Decision. You should discuss your decision to purchase a contract with your
sales representative. You should understand the investment options it provides, its other features, the risks and
potential benefits it includes, and the fees and expenses you will incur.

How to Purchase. You may purchase the contract by submitting your purchase payment and the required
application or enrollment forms to us.

Purchase Payment Amount. To purchase a contract you must make one payment of at least $10,000. After your
initial payment, no additional purchase payments may be made. We reserve the right to lower the required minimum
payment, to establish a maximum payment amount and to reject any payment exceeding the maximum.

ILIAC Income Annuity - 155282 6

Acceptance or Rejection. We must accept or reject your application or enrollment materials within two business
days of receipt. If the forms are incomplete, we may hold any forms and accompanying purchase payment for five
business days pending completion. In all cases, we may hold a purchase payment for longer periods with your
permission and if we deposit the payment in the ING VP Money Market Portfolio subaccount until the forms are
completed (or for a maximum of 105 days). If we reject your application or enrollment, we will return the forms and
any purchase payment.

We may also refuse to accept certain forms of premium payments or loan repayments, if applicable, (traveler’s
checks, for example) or restrict the amount of certain forms of premium payments or loan repayments (money
orders, 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 your premium payment and not
issuing the contract.

Age Requirements. The maximum issue age is between 75 and 95 at the time of application, depending upon the
income payment option and features selected. We reserve the right to modify the maximum issue age. The contract
may not be available to all issue ages through all broker-dealers.

Allocation of Your Purchase Payment to the Investment Options. We will allocate your purchase payment, less
any applicable premium taxes, among the investment options you select. You may select up to four of the available
variable investment options at any one time. You may also select the fixed dollar option and allocate all or a portion
of your purchase payment to the general account. See “Investment Options” and “Appendix II – Description of
Underlying Funds.” Allocations must be in whole percentages. Any purchase payment received before we accept the
application or enrollment materials will be invested as of the day we do accept them.

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

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

RIGHT TO CANCEL

When and How to Cancel. You may cancel your contract within ten days of receipt (some states require more than
ten days) by returning it, or the document showing your participation under a group contract, to our Customer
Service Center along with a written notice of cancellation. For contracts issued in connection with 457 plans, the
contract holder may follow these procedures on behalf of the participant. Your free look rights depend on the laws
of the state in which you purchase the contract.

Refunds. On the day we receive the request for cancellation in good order, we will calculate your contract value.
Your refund will equal that value and will reflect deduction of any income payments made. This amount may be
more or less than your purchase payment. In certain states (or if you have purchased the contract as an IRA), we
may be required to return your entire purchase payment. We will issue your refund within seven days of our receipt
of your request in good order.

ILIAC Income Annuity - 155282 7

INCOME PAYMENTS

Under the contract, we will make regular income payments to you or to a payee you designate in writing.

Initiating Payments. To initiate income payments, you must make the following selections on your application or
enrollment form:

• Payment start date;
• Payment frequency (i.e., monthly, quarterly, semi-annually or annually);
• Income payment option and any special features, such as a right to withdraw or a Guaranteed Minimum Income Feature;
• Fixed, variable or a combination of both fixed and variable payments;
• The subaccounts to allocate your purchase payment among (only if variable payments are elected); and
• An assumed annual net return rate (only if variable payments are elected).

Your sales representative can help you consider what selections may be appropriate for your financial goals.
Generally, your selections may not be changed after the contract is issued. Some changes, such as transfers among
subaccounts, may be allowed. Payments need to conform to required minimum distributions if applicable. See
“Federal Tax Considerations.”

What Affects Income Payment Amounts?. Some of the factors that may affect the amount of your income
payments include your age, gender, the amount of your purchase payment, the income payment option selected, the
number of guaranteed income payments selected (if any), whether you select fixed, variable or a combination of
both fixed and variable payments, and, for variable payments, the assumed annual net return rate selected.

Payment Due Dates. You will generally receive your first income payment on the last day of the selected payment
period. For example, if you elect to receive one payment a year, we will make the payment on the day before the
anniversary of the contract effective date. An alternative first payment date may be elected subject to our approval
and in compliance with IRS regulations.

Minimum Payment Amounts. For all payment options, the initial income payment must be at least $50 per month,
or total yearly payments of at least $250.

Assumed Annual Net Return Rate. If you select variable income payments, you must also select an assumed
annual net return rate of either 5% or 3½%.

If you select a 5% rate, your first income payment will be higher, but subsequent payments will increase only if the
investment performance of the subaccounts you selected is greater than 5% annually, after deduction of fees.
Payment amounts will decline if the investment performance is less than 5%, after deduction of fees.

If you select a 3½% rate, your first income payment will be lower, but subsequent payments will increase more
rapidly and decline more slowly depending upon the investment performance of the subaccounts you selected.

For more information about selecting an assumed annual net return rate, call us for a copy of the SAI. See “Contract
Overview—Questions: Contacting the Company.”

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Guaranteed Minimum Income Features

Lifetime Guaranteed Minimum Income Feature. This feature is unavailable under contracts issued on or after May 1,
2001. If you selected this feature, we guarantee that your variable payment will never be less than the guaranteed
minimum payment amount shown in your contract. The guaranteed minimum payment amount equals 90% of your
estimated initial payment.

Estimated Initial Payment Amount. On the date we issued your contract we estimated the amount of your initial
payment based on the value of the annuity units your payment purchased on that date. See “Calculating Variable
Income Payments- Annuity Units.” Your guaranteed minimum payment amount equals 90% of this estimated
amount. This feature required that you select at issue:

• A lifetime payment option
• 100% variable payments
• ING Index Plus LargeCap Portfolio as the only subaccount into which your purchase payment is allocated
• 3.5% assumed annual net return rate

In addition to other contract charges, if you selected this feature the guaranteed minimum income charge will apply
for the life of the contract. See “Fees.” There is no right to withdraw and no right to transfer if you selected this
feature.

Five Year Guaranteed Minimum Income Feature. This feature is available only under contracts issued on or after
May 1, 2001. If you select this feature, we guarantee that during the first five contract years your variable payment
will never be less than the guaranteed minimum payment amount shown in your contract. The guaranteed minimum
payment amount equals 90% of your estimated initial payment.

Estimated Initial Payment Amount. On the date we issue your contract we estimate the amount of your initial
payment based on the value of the annuity units your payment purchase on that date. See “Calculating Variable
Income Payments- Annuity Units.” Your guaranteed minimum payment amount equals 90% of this estimated
amount.

This feature requires that you select at issue:

• A lifetime payment option or a nonlifetime payment option of 15 years or more
• The ability to make withdrawals
• 100% variable payments
• Funds from the following list:

ING Oppenheimer Strategic Income Portfolio
ING Balanced Portfolio
ING Growth and Income Portfolio
ING Pioneer High Yield Bond Portfolio
ING Index Plus LargeCap Portfolio
ING Intermediate Bond Portfolio
ING Money Market Portfolio
ING Strategic Allocation Conservative Portfolio
ING Strategic Allocation Growth Portfolio
ING Strategic Allocation Moderate Portfolio

ILIAC Income Annuity - 155282 9

• If you select this feature you may transfer only between these available funds
• 3.5% assumed annual net return rate
• Certain age restrictions may also apply

If you select this feature, any withdrawal during the first five contract years will result in a proportionate reduction
in your guaranteed minimum payment amount.

In addition to other contract charges, if you select this feature, the guaranteed minimum income charge will apply
for the first five contract years. See “Fees.”


Start Date. The contract is designed to be viewed as an immediate annuity contract under the Tax Code. For
nonqualified contracts you may elect to delay your income payment start date for up to 12 months following
purchase of the contract. See “Federal Tax Considerations” for rules applicable where death occurs before the
annuity starting date under a nonqualified annuity. Consult a tax adviser before electing a delay. Annuity payments
under a qualified contract must meet the required beginning date applicable to your qualified plan.

Taxation. The Tax Code has rules regarding income payments. For example, for qualified contracts, guaranteed
payments may not extend beyond (a) the estimated life expectancy of the annuitant or (b) the joint life expectancies
of the annuitant and beneficiary. Payments must comply with the required minimum distributions requirements of
Tax Code section 401(a)(9). In some cases tax penalties will apply if rules are not followed. For tax rules that may
apply to the contract see “Federal Tax Considerations.”

Payment Options

The following table lists the income payment options and their accompanying death benefits and rights to withdraw.
See “Death Benefit,” “Withdrawals,” and “Appendix I- Fixed Dollar Option” for additional detail. We may offer
additional income payment options under the contract from time to time.

Lifetime Payment Options
Life Income	Length of Payments: For as long as the annuitant lives. It is possible that no payment will be
	made if the annuitant dies prior to the first payment’s due date.
	Death Benefit - None: All payments end upon the annuitant’s death.
	Right to Withdraw -None.
Life Income -	Length of Payments: For as long as the annuitant lives, with payments guaranteed for your
Guaranteed	choice of 5–50 years (or other periods we may make available at the time you select this
Payments*	option).
	Death Benefit—Payment to the Beneficiary: If the annuitant dies before we have made all
	the guaranteed payments, payments will continue to the beneficiary.
	Right to Withdraw: At the time of purchase, you may elect the right to withdraw all or a
	portion of any remaining guaranteed payments (some restrictions apply, see “Withdrawals”).

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Lifetime Payment Options (Cont.)
Life Income -	Length of Payments: For as long as either annuitant lives. It is possible that no payment will
Two Lives	be made if both the annuitant and joint annuitant die before the first payment’s due date.
	Continuing Payments: When you select this option you will also choose either:
	(a) Full or reduced payments to continue to the surviving annuitant after the first annuitant’s
	death; or
	(b) 100% of the payment to continue to the annuitant on the joint annuitant’s death, and a
	reduced payment to continue to the joint annuitant on the annuitant’s death.
In either case, payments cease upon the death of the surviving annuitant.
	Any reduction in payment will result in a corresponding reduction to the amount of the
	guaranteed minimum income payment, if applicable.
Death Benefit - None: All payments end upon the death of both annuitants.
	Right to Withdraw -None.
Life Income -	Length of Payments: For as long as either annuitant lives, with payments guaranteed for your
Two Lives -	choice of 5–50 years (or other periods we may make available at the time you select this
Guaranteed	option.)
Payments*	Continuing Payments: 100% of the payment will continue to the surviving annuitant after the
	first annuitant’s death.
	Death Benefit - Payment to the Beneficiary: If both annuitants die before the guaranteed
	payments have all been paid, payments will continue to the beneficiary.
	Right to Withdraw: At the time of purchase, you may elect the right to withdraw all or a
	portion of any remaining guaranteed payments (some restrictions apply, see “Withdrawals”).
Nonlifetime Payment Option
Nonlifetime -	Length of Payments: Payments will continue for your choice of 5–50 years (or other periods
Guaranteed	we may make available at the time you select this option).
Payments*	Death Benefit - Payment to the Beneficiary: If the annuitant dies before we make all the
	guaranteed payments, payments will continue to the beneficiary.
	Right to Withdraw:
	(a) If you are receiving variable income payments you may withdraw all or a portion of any
	remaining guaranteed payments at any time.
	(b)If you elect to receive fixed income payments at the time of purchase, you may elect the
	right to withdraw all or a portion of any remaining guaranteed payments (some restrictions
	apply, see “Withdrawals”).

*      For Qualified Accounts, Guaranteed Period Payments may not extend beyond the shorter of your life expectancy or until your age 100.

Right to Change Guaranteed Payment Period

If you are receiving payments under a nonlifetime payment option with withdrawal rights elected at issue, you may
shorten or lengthen the period for which the guaranteed payments will be made or change to a lifetime payment
option, subject to the following:

(a)	You may make the change on any contract anniversary beginning on the second contract anniversary;
(b)	Any change request must be in writing and received by us in good order within 30 days prior to the contract anniversary;
(c)	A guaranteed payment period may be shortened to a period not less than 10 years from the contract effective date;
(d)	For nonqualified contracts, a guaranteed payment period may be lengthened to a period not greater than 50 years from the contract effective date or age 100, whichever is earlier;

ILIAC Income Annuity - 155282 11

(e)	For qualified contracts, a guaranteed payment period may not extend beyond your life expectancy or age 100, whichever is earlier;
(f)	The withdrawal value on the contract anniversary of the change will be used to determine the amount of the new annuity payments. See “Withdrawals – Withdrawal Value;” and
(g)	We will terminate your withdrawal rights if a life annuity option is chosen.

For variable payments, the right to change a payment period is available on contracts issued on or after October 1,
2000. For fixed payments, the right to change a payment period is available on contracts issued on or after May 1,
2001. The right to change a payment period may not be available in all states. Certain other conditions and
restrictions may apply.

A change to a lifetime payment option and any change in the guaranteed payment period may have an impact on the
amount of each payment and the amount of each payment that is taxable. For advice about how any such change will
affect your taxes, consult your tax adviser.

CALCULATING VARIABLE INCOME PAYMENTS

The amount of any variable income payment is determined by multiplying the number of annuity units that you hold
by an annuity unit value (AUV) for each unit.

Annuity Units. When you select variable income payments, your initial purchase payment purchases annuity units
of the Variable Annuity Account B subaccounts corresponding to the funds you select. The number of units
purchased is based on your purchase payment amount and the value of each unit on the day the purchase payment is
invested. Generally, the number of units will not vary over the life of the contract, but the value of each unit will
vary daily based on the performance of the underlying fund and deduction of fees. Some events may result in a
change in the number of units, including withdrawals, death of an annuitant if a reduction in payment to a surviving
annuitant was selected, transfers among subaccounts, or a change in a guaranteed payment period. While the number
of units may change if you transfer among subaccounts or make a change in a guaranteed payment period, the
current value of your contract will not change as a result of either of these events.

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

Valuation. We determine the AUV every normal business day after the close of the New York Stock Exchange
(normally at 4:00 p.m. Eastern Time). At that time we calculate the current AUV by multiplying the AUV last
calculated by the net return factor of the subaccount, and by a factor to reflect the assumed annual net return rate.
The net return factor measures the investment performance of the subaccount from one valuation to the next. The
assumed annual net return rate will be either 3½% or 5% as you selected.

Current AUV = Prior AUV x Net Return Factor x
Assumed Annual Net Return Rate Factor

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

ILIAC Income Annuity - 155282 12

The net return rate is computed according to a formula that is equivalent to the following:

• The net assets of the fund held by the subaccount as of the current valuation; minus
• The net assets of the fund held by the subaccount at the preceding valuation; plus or minus
• Taxes or provisions for taxes, if any, due to subaccount operations (with any federal income tax liability offset by foreign tax credits to the extent allowed); divided by
• The total value of the subaccount’s units at the preceding valuation; minus
• A daily deduction for the mortality and expense risk charge, the administrative expense charge (if any) and the guaranteed minimum income charge (if applicable). See “Fees.”

The net return rate may be either positive or negative.

INVESTMENT OPTIONS

When you purchase the contract, your purchase payment (less any applicable premium tax) will be applied to the
investment options you select. If you select variable investment options, you will receive variable income payments.
If you select the fixed dollar option, you will receive fixed income payments. If you select one or more variable
investment options and the fixed dollar option, a portion of your payment will vary and a portion will remain fixed.

Variable Income Payments. If you select variable income payments, the amount of your income payments will
vary based on the performance of the variable investment options that you select. These options are called
subaccounts. The subaccounts are within Variable Annuity Account B (“the separate account”), a separate account
of the Company. Each subaccount invests in a specific mutual fund (fund). You do not invest directly in or hold
shares of the funds.


Mutual Fund (Fund) Descriptions. We provide brief descriptions of the funds in Appendix II. Investment results
of the funds are likely to differ significantly and there is no assurance that any of the funds will achieve their
respective investment objectives. Shares of the funds will rise and fall in value and you could lose money by
investing in the funds. Shares of the funds are not bank deposits and are not guaranteed, endorsed or insured by any
financial institution, the Federal Deposit Insurance Corporation or any other government agency. Unless otherwise
noted, all funds are diversified as defined under the Investment Company Act of 1940. Please refer to the fund
prospectuses for additional information. Fund prospectuses may be obtained, free of charge, from our Customer
Service Center at the address and telephone number listed in “Contract Overview—Questions: Contacting the
Company,” by accessing the SEC’s website or by contacting the SEC Public Reference Room. If you received a
summary prospectus for any of the funds available through your contract, you may also obtain a full prospectus and
other fund information free of charge by either accessing the internet address, calling the telephone number or
sending an email request to the contact information shown on the front of the fund’s summary prospectus.

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

Fixed Income Payments. If you select fixed payments, your purchase payment will be applied to the fixed dollar
option and the amount of your payments will not vary. Except where noted, this prospectus describes only the
variable investment options. The fixed dollar option is described in Appendix I.

Number of Options You May Select. You may select up to eighteen subaccounts and/or the fixed dollar option at
any one time.

ILIAC Income Annuity - 155282 13

Selecting Investment Options

• Choose options appropriate for you. Your sales representative can help you evaluate which investment options may be appropriate for your financial goals.
• Understand the risks associated with the options you choose. Some subaccounts invest in funds that are considered riskier than others. Funds with additional risks are expected to have values that rise and fall more rapidly and to a greater degree than other funds. For example, funds investing in foreign or international securities are subject to risks not associated with domestic investments, and their investment performance may vary accordingly. Also, funds using derivatives in their investment strategy may be subject to additional risks.
• Be informed. Read this prospectus, the fund prospectuses and the Fixed Dollar Option appendix in this prospectus.

Additional Risks of Investing in the Funds (Mixed and Shared Funding)

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

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

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

It is possible that a conflict of interest may arise due to mixed and/or shared funding, which could adversely impact
the value of a fund. For example, if a conflict of interest occurred and one of the subaccounts withdrew its
investment in a fund, the fund may be forced to sell its securities at disadvantageous prices, causing its share value
to decrease. Each fund’s board of directors or trustees will monitor events to identify any conflicts which may arise
and to determine what action, if any, should be taken to address such conflicts.

Limits on Availability of Options. Some funds may be unavailable through your contract or plan or in some states.
We may add, withdraw or substitute funds, subject to the conditions in your contract and in compliance with
regulatory requirements. In the case of a substitution, the new fund may have different fees and charges than the
fund it replaced.

Transfers Among Variable Investment Options. You may transfer amounts among the available subaccounts. The
Company reserves the right to limit such transfers to 12 in any calendar year and to establish a minimum transfer
amount. Transfers are not allowed into or out of the fixed dollar option.

Transfer Requests. Requests may be made, after the contract is issued, in writing, by telephone or, where
applicable, electronically.

Limits on Frequent or Disruptive Transfers

The contract is not designed to serve as a vehicle for frequent transfers. Frequent transfer activity can disrupt
management of a fund and raise its expenses through:

• Increased trading and transaction costs;
• Forced and unplanned portfolio turnover;
• Lost opportunity costs; and

ILIAC Income Annuity - 155282 14

• Large asset swings that decrease the fund’s ability to provide maximum investment return to all contract owners.

This in turn can have an adverse effect on fund performance. Accordingly, individuals or organizations that use
market-timing investment strategies or make frequent transfers should not purchase the contract.

Excessive Trading Policy. We and the other members of the ING family of companies that provide multi-fund
variable insurance and retirement products, have adopted a common Excessive Trading Policy to respond to the
demands of the various fund families that make their funds available through our products to restrict excessive fund
trading activity and to ensure compliance with Rule 22c-2 of the 1940 Act.

We actively monitor fund transfer and reallocation activity within our variable insurance products to identify
violations of our Excessive Trading Policy. Our Excessive Trading Policy is violated if fund transfer and
reallocation activity:

• Meets or exceeds our current definition of Excessive Trading, as defined below; or
• Is determined, in our sole discretion, to be disruptive or not in the best interests of other owners of our variable insurance and retirement products.

We currently define Excessive Trading as:

• More than one purchase and sale of the same fund (including money market funds) within a 60 calendar day period (hereinafter, a purchase and sale of the same fund is referred to as a “round-trip”). This means two or more round-trips involving the same fund within a 60 calendar day period would meet our definition of Excessive Trading; or
• Six round-trips involving the same fund within a twelve month period.

The following transactions are excluded when determining whether trading activity is excessive:

• Purchases or sales of shares related to non-fund transfers (for example, new purchase payments, withdrawals and loans);
• Transfers associated with scheduled dollar cost averaging, scheduled rebalancing or scheduled asset allocation programs;
• Purchases and sales of fund shares in the amount of $5,000 or less;
• Purchases and sales of funds that affirmatively permit short-term trading in their fund shares, and movement between such funds and a money market fund; and
• Transactions initiated by us, another member of the ING family of insurance companies or a fund.

If we determine that an individual or entity has made a purchase of a fund within 60 days of a prior round-trip
involving the same fund, we will send them a letter (once per year) warning that another sale of that same fund
within 60 days of the beginning of the prior round-trip will be deemed to be Excessive Trading and result in a six
month suspension of their ability to initiate fund transfers or reallocations through the Internet, facsimile, Voice
Response Unit. (VRU), telephone calls to the ING Customer Service Center, or other electronic trading medium that
we may make available from time to time (“Electronic Trading Privileges”). Likewise, if we determine that an
individual or entity has made five round-trips involving the same fund within a rolling twelve month period, we will
send them a letter warning that another purchase and sale of that same fund within twelve months of the initial
purchase in the first round-trip in the prior twelve month period will be deemed to be Excessive Trading and result
in a suspension of their Electronic Trading Privileges. According to the needs of the various business units, a copy
of the warning letters may also be sent, as applicable, to the person(s) or entity authorized to initiate fund transfers

ILIAC Income Annuity - 155282 15

or reallocations, the agent/registered representative or investment adviser for that individual or entity. A copy of the
warning letters and details of the individual’s or entity’s trading activity may also be sent to the fund whose shares
were involved in the trading activity.

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

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

We reserve the right to suspend Electronic Trading Privileges with respect to any individual or entity, with or
without prior notice, if we determine, in our sole discretion, that the individual’s or entity’s trading activity is
disruptive or not in the best interests of other owners of our variable insurance products, regardless of whether the
individual’s or entity’s trading activity falls within the definition of Excessive Trading set forth above.

Our failure to send or an individual’s or entity’s failure to receive any warning letter or other notice contemplated
under our Excessive Trading Policy will not prevent us from suspending that individual’s or entity’s Electronic
Trading Privileges or taking any other action provided for in our Excessive Trading Policy.

We do not allow exceptions to our Excessive Trading Policy. We reserve the right to modify our Excessive Trading
Policy, or the policy as it relates to a particular fund, at any time without prior notice, depending on, among other
factors, the needs of the underlying fund(s), the best interests of contract owners and fund investors and/or state or
federal regulatory requirements. If we modify our policy, it will be applied uniformly to all contract owners or, as
applicable, to all contract owners investing in the underlying fund.

Our Excessive Trading Policy may not be completely successful in preventing market timing or excessive trading
activity. If it is not completely successful, fund performance and management may be adversely affected, as noted
above.

Limits Imposed by the Funds. Each underlying fund available through the variable insurance and retirement
products offered by us and/or the other members of the ING family of insurance companies, either by prospectus or
stated contract, has adopted or may adopt its own excessive/frequent trading policy, and orders for the purchase of
fund shares are subject to acceptance or rejection by the underlying fund. We reserve the right, without prior notice,
to implement fund purchase restrictions and/or limitations on an individual or entity that the fund has identified as
violating its excessive/frequent trading policy and to reject any allocation or transfer request to a subaccount if the
corresponding fund will not accept the allocation or transfer for any reason. All such restrictions and/or limitations
(which may include, but are not limited to, suspension of Electronic Trading Privileges and/or blocking of future
purchases of a fund or all funds within a fund family) will be done in accordance with the directions we receive from
the fund.

Agreements to Share Information with Fund Companies. As required by Rule 22c-2 under the 1940 Act, we
have entered into information sharing agreements with each of the fund companies whose funds are offered through
the contract. Contract owner trading information is shared under these agreements as necessary for the fund
companies to monitor fund trading and our implementation of our Excessive Trading Policy. Under these

ILIAC Income Annuity - 155282 16

agreements, the company is required to share information regarding contract owner transactions, including but not
limited to information regarding fund transfers initiated by you. In addition to information about contract owner
transactions, this information may include personal contract owner information, including names and social security
numbers or other tax identification numbers.

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

Telephone and Electronic Transactions: Security Measures. To prevent fraudulent use of telephone and
electronic transactions (including, but not limited to, internet transactions), we have established security procedures.
These include recording calls on our toll-free telephone lines and requiring use of a personal identification number
(PIN) to execute transactions. You are responsible for keeping your PIN and account information confidential.
Please be advised that the risk of a fraudulent transaction is increased with telephone or electronic transaction (for
example, a facsimile withdrawal request form), even if appropriate identifying information is provided. If we fail to
follow reasonable security procedures, we may be liable for losses due to unauthorized or fraudulent telephone or
other electronic transactions. We are not liable for losses resulting from telephone or electronic instructions we
believe to be genuine. If a loss occurs when we rely on such instructions, you will bear the loss.

FEES

The following repeats and adds to information provided under “Fee Table.” Please review both sections for
information on fees.

Transaction Fee

Early Withdrawal Charge
Withdrawals of all or a portion of the present value of remaining guaranteed income payments may be subject to an
early withdrawal charge. In the case of a partial withdrawal, the amount withdrawn from your account will be the
amount you specified plus adjustment for any applicable early withdrawal charge. Not all contracts permit
withdrawals. See “Withdrawals.”

Amount: The charge is a percentage of the present value of any remaining guaranteed payments that you withdraw.
The percentage will be determined by the early withdrawal charge schedule applicable to your contract. Although
the maximum early withdrawal charge is 7% of the remaining guaranteed payments withdrawn, the total early
withdrawal charge will never be more than 8½% of your purchase payment to the contract.

Early Withdrawal Charge Schedules

Schedule A: Subject to state approval, Schedule A applies to contracts issued on or after May 3, 1999.

	Schedule A
Number of Years from
Contract Effective Date*		Early Withdrawal Charge
Fewer than 1**		7%
1 or more but fewer than 2		6%
2 or more but fewer than 3		5%
3 or more but fewer than 4		4%
4 or more but fewer than 5		3%
5 or more but fewer than 6		2%
6 or more but fewer than 7		1%
7 or more		0%

ILIAC Income Annuity - 155282 17

Schedule B: Schedule B applies to contracts issued prior to May 3, 1999. It also applies to contracts issued on or
after May 3, 1999 in states where Schedule A is not approved as of the contract effective date.

Schedule B
Number of Years from
Contract Effective Date*	Early Withdrawal Charge
Fewer than 1**	5%
1 or more, but fewer than 2	5%
2 or more, but fewer than 3	4%
3 or more, but fewer than 4	4%
4 or more, but fewer than 5	3%
5 or more, but fewer than 6	2%
6 or more, but fewer than 7	1%
7 or more	0%

*	For participants under a group contract, the early withdrawal charge will be calculated based on the number of years from the certificate effective date.
**	Certain contracts do not allow withdrawals during the first contract year.

When/How. At the time of withdrawal we deduct this charge from the amount withdrawn.

Purpose. This is a deferred sales charge. It reimburses us for some of the sales and administrative expenses
associated with the contract. If our expenses are greater than the amount we collect for the early withdrawal charge,
we may use any of our corporate assets, including potential profit that may arise from the mortality and expense risk
charge, to make up any difference.

Fees Deducted from Investments in the Separate Account

Mortality and Expense Risk Charge

Maximum Amount: 1.25% annually of values invested in the subaccounts.

When/How. We deduct this charge daily from the subaccounts corresponding to the funds you select.

Purpose. This charge compensates us for the mortality and expense risks we assume under the contract.

• The mortality risks are those risks associated with our promise to make lifetime income payments based on annuity rates specified in the contract.
• The expense risk is the risk that the actual expenses we incur under the contract will exceed the maximum costs that we can charge.

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

Administrative Expense Charge
Maximum Amount: We currently do not charge an administrative expense charge. We reserve, however, the right
to charge up to 0.25% annually of values invested in the subaccounts.

When/How. If imposed, we deduct this charge daily from the subaccounts corresponding to the funds you select.

Purpose. This charge helps defray our administrative expenses. This charge is not intended to exceed the average
expected cost of administering the contract. We do not expect to make a profit from this charge.

ILIAC Income Annuity - 155282 18

Guaranteed Minimum Income Charge

This additional charge is assessed only if you select one of the guaranteed minimum income features.

Maximum Amount: 1.00% annually of values invested in the subaccounts.

When/How. We deduct this charge daily from the subaccounts corresponding to the funds you select. If the
Lifetime Guaranteed Minimum Income Feature is selected, this charge will be assessed for the life of the contract. If
the Five Year Guaranteed Minimum Income Feature is selected, this charge will be assessed only during the first
five contract years.

Purpose. This charge compensates us for the additional mortality and expense risks we assume by guaranteeing
minimum income payments. For additional information regarding those risks, see “Mortality and Expense Risk
Charge—Purpose” above.

Reduction or Elimination of Certain Fees

When sales of the contract are made to individuals or a group of individuals in a manner that results in savings of
sales or administration expenses, we may reduce or eliminate the early withdrawal charge or mortality and expense
risk charge. Our decision to reduce or eliminate either of these charges will be based on one or more of the
following:

• The size and type of group of individuals to whom the contract is issued;
• A prior or existing relationship with the Company, such as being an employee or former employee of the Company or one of its affiliates, receiving distributions or making transfers from other contracts issued by us or one of our affiliates, or transferring amounts held under qualified plans sponsored by the Company or an affiliate; or
• The type and frequency of administrative and sales services to be provided.

The reduction or elimination of any of these charges will not be unfairly discriminatory against any person and will
be done according to our rules in effect at the time the contract is issued. We reserve the right to change these rules
from time to time. The right to reduce or eliminate any of these charges may be subject to state approval.

Fund Fees


As shown in the fund prospectuses and described in the “Fee Table – Fees Deducted by the Funds” section of this
prospectus, each fund deducts management fees from the amounts allocated to the fund. In addition, each fund
deducts other expenses which may include service fees that may be used to compensate service providers, including
the company and its affiliates, for administrative and contract owner services provided on behalf of the fund.
Furthermore, certain funds may deduct a distribution or 12b-1 fee, which is used to finance any activity that is
primarily intended to result in the sale of fund shares. For a more complete description of the funds’ fees and
expenses, review each fund’s prospectus. You should evaluate the expenses associated with the funds available
through this contract before making a decision to invest.

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

ILIAC Income Annuity - 155282 19

Assets allocated to affiliated funds, meaning funds managed by Directed Services LLC or another company affiliate,
generate the largest dollar amount of revenue for the company. Affiliated funds may also be subadvised by a
company affiliate or by an unaffiliated third party. Assets allocated to unaffiliated funds, meaning funds managed
by an unaffiliated third party, generate lesser, but still substantial dollar amounts of revenue for the company. The
company expects to make a profit from this revenue to the extent it exceeds the company’s expenses, including the
payment of sales compensation to our distributors.

Types of Revenue Received from Affiliated Funds.

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

• A share of the management fee deducted from fund assets;
• Service fees that are deducted from fund assets;
• For certain share classes, compensation paid out of 12b-1 fees that are deducted from fund assets; and
• Other revenues that may be based either on an annual percentage of average net assets held in the fund by the company or a percentage of the fund’s management fees.

These revenues may be received as cash payments or according to a variety of financial accounting techniques that
are used to allocate revenue and profits across the organization. In the case of affiliated funds subadvised by
unaffiliated third parties, any sharing of the management fee between the company and the affiliated investment
adviser is based on the amount of such fee remaining after the subadvisory fee has been paid to the unaffiliated
subadviser. Because subadvisory fees vary by subadviser, varying amounts of revenue may be retained by the
affiliated investment adviser and ultimately shared with the company. The company receives additional amounts
related to affiliated funds in the form of intercompany payments from the fund’s investment adviser or the
investment adviser’s parent. These revenues provide the company with a financial incentive to offer affiliated funds
through the contract rather than unaffiliated funds.

Types of Revenue Received from Unaffiliated Funds. Revenue received from each of the unaffiliated funds
or their affiliates is based on an annual percentage of the average net assets held in that fund by the company. Some
unaffiliated funds or their affiliates pay us more than others and some of the amounts we receive may be significant.

The types of revenues received by the company or its affiliates from unaffiliated funds include:

• For certain funds, compensation paid from 12b-1 fees or service fees that are deducted from fund assets; and
• Additional payments for administrative, recordkeeping or other services that we provide to the funds or their affiliates, such as processing purchase and redemption requests, and mailing fund prospectuses, periodic reports and proxy materials. These additional payments do not increase directly or indirectly the fees and expenses shown in each fund prospectus. These additional payments may be used by us to finance distribution of the contract.

These revenues are received as cash payments.

In addition to the types of revenue received from affiliated and unaffiliated funds described above, affiliated and
unaffiliated funds and their investment advisers, subadvisers or affiliates may participate at their own expense in
company sales conferences or educational and training meetings. In relation to such participation, a fund’s
investment adviser, subadviser or affiliate may help offset the cost of the meetings or sponsor events associated with
the meetings. In exchange for these expense offset or sponsorship arrangements, the investment adviser, subadviser
or affiliate may receive certain benefits and access opportunities to company sales representatives and wholesalers
rather than monetary benefits. These benefits and opportunities include, but are not limited to, co-branded marketing

ILIAC Income Annuity - 155282 20

materials, targeted marketing sales opportunities, training opportunities at meetings, training modules for sales
personnel and opportunity to host due diligence meetings for representatives and wholesalers.

No unaffiliated funds are currently offered through the contract.

Certain funds are designated as “Master-Feeder” Funds. Funds offered in a Master-Feeder structure (such as the ING
American Funds) may have higher fees and expenses than a fund that invests directly in debt and equity securities.
These funds may have higher fees and expenses than a fund that invests directly in debt and equity securities
because they also incur the fees and expenses of the underlying funds in which they invest. These funds are
affiliated funds, and the underlying funds in which they invest may be affiliated funds as well. The fund
prospectuses disclose the aggregate annual operating expenses of each portfolio and its corresponding underlying
fund or funds. The “Master Feeder” funds available under the contract are identified in the list of investment
portfolios toward the front of this prospectus.

Please note that certain management personnel and other employees of the company or its affiliates may receive a
portion of their total employment compensation based on the amount of net assets allocated to affiliated funds. For
more information, please see “Other Topics – Contract Distribution.”

Premium and Other Taxes

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

When/How. Our current practice is to reflect the cost of premium taxes in our income payment rates. We reserve
the right, however, to deduct a charge for premium taxes from your purchase payment on the contract effective date.
We will not deduct a charge for any municipal premium tax of 1% or less, but we reserve the right to reflect such an
expense in our annuity purchase rates.


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

DEATH BENEFIT

The following describes the death benefit applicable to variable income payments. These are also outlined under
“Income Payments—Payment Options.” For information on the death benefit applicable to the fixed dollar option,
refer to Appendix I.

See “Income Payments” for a definition of annuitant and beneficiary as used in this section.

Payment of Death Benefit. Upon the death of the annuitant and any surviving joint annuitant, if applicable, a death
benefit may be payable if your contract is issued under any of the following income payment options:

1.	Life Income - Guaranteed Payments;
2.	Life Income - Two Lives — Guaranteed Payments; or
3.	Nonlifetime - Guaranteed Payments.

Any death benefit will be paid in the form specified in the contract and will be distributed at least as rapidly as under
the method of distribution in effect upon the date of death. See “Federal Tax Considerations” for rules where you
have elected to delay your payment start date under a nonqualified annuity and you die before the income payment
start date. Under payment options 1 and 2 above, a lump-sum payment of the present value of any death benefit may
be requested within six months following the date of death. A lump-sum payment may be requested at any time
(even after the six month period) if you had elected the right to withdraw. Under payment option 3 above, a lump-

ILIAC Income Annuity - 155282 21

sum payment of the present value of any death benefit may be requested at any time. If a lump-sum payment is
requested, no early withdrawal charge is applied and payment will be sent within seven days following our receipt of
your request in good order.

Calculation of Lump-Sum Payment of the Death Benefit. The value of the lump-sum payment of the death
benefit will equal the present value of any remaining guaranteed income payments, calculated using the same rate
we used to calculate the income payments (i.e., the 3½% or 5% assumed annual net return rate used for variable
payments). We will calculate this value on the next valuation date following our receipt of proof of death acceptable
to us and payment request in good order. Such value will reflect any payments made after the date of death. See
“Appendix I- Fixed Dollar Option” for information on calculation of a lump-sum payment of the death benefit
applicable to the fixed dollar option.

Who Receives Death Benefit Proceeds? The beneficiary is the person entitled to receive any death benefit
proceeds. We will pay any death benefit proceeds based on the last written beneficiary designation on file at our
Customer Service Center as of the date of death.

Changes in Beneficiary Designations. The designated beneficiary may be changed at any time during the lifetime
of the annuitant and the joint annuitant (if applicable). Such change must be submitted to us in writing, and except
for contracts issued in New York, will become effective as of the date written notice of the change is received and
recorded by us. For contracts issued in New York, the change will become effective as of the date the notice is
signed. However, our obligation to pay death benefits will be fully discharged upon payment to the beneficiary
named in the written notice of beneficiary designation that we last received as of the date of such payment.

Some restrictions may apply to beneficiary changes under qualified contracts.

WITHDRAWALS

Withdrawals of Variable Income Payments

You may make partial or full withdrawals of the present value of any remaining guaranteed variable income
payments if you are receiving payments under either one of the following:

• A lifetime payment option with guaranteed payments and you elected a right to make withdrawals. In this circumstance withdrawals are allowed once each year, beginning after the first contract year (subject to state approval).
• The nonlifetime payment option.

Partial withdrawals are allowed only if each remaining guaranteed payment will be at least $50. If you selected the
Lifetime Guaranteed Minimum Income Feature, you may not make any withdrawals.

Withdrawals of Fixed Income Payments
(For additional details see “Appendix I- Fixed Dollar Option.”)

You may make partial or full withdrawals of the present value of any remaining fixed income payments if you are
receiving payments under either one of the following:

• A lifetime payment option with guaranteed payments and you elected a right to make withdrawals. In this circumstance withdrawals are allowed once each year, beginning after the first contract year (subject to state approval).
• The nonlifetime payment option and you elected a right to make withdrawals. In this circumstance withdrawals are allowed once each year, beginning after the first contract year.

ILIAC Income Annuity - 155282 22

Partial withdrawals are allowed only if each remaining guaranteed payment will be at least $50.

Withdrawal Value

Variable Income Payments. For any withdrawal of remaining variable guaranteed income payments, the amount
available for withdrawal is equal to the present value of any remaining guaranteed variable payments (less any
applicable early withdrawal charge) calculated using the same rate we used to calculate the income payments (i.e.,
the 3½% or 5% assumed annual net return rate stated in your contract). Withdrawal values are determined as of the
valuation date following our receipt of your written request in good order at our Customer Service Center.

Fixed Income Payments. See “Appendix I – Fixed Dollar Option” for details regarding the withdrawal value of
fixed payments.

Early Withdrawal Charge

Withdrawals may be subject to an early withdrawal charge as described in “Fees – Early Withdrawal Charge.”

Reduction of Remaining Payments

Any withdrawal will result in a proportionate reduction of any remaining guaranteed payments and any applicable
guaranteed minimum payment amount. Additionally, the withdrawal amount will be taken from the subaccounts
proportionately, unless you designate otherwise. For lifetime income payment options, any payments to be made
beyond the guaranteed payment period will be unaffected by any withdrawals.

FEDERAL TAX CONSIDERATIONS

Introduction
This section discusses our understanding of current federal income tax laws affecting the contract. 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) determines federal taxation of amounts held or paid out under the contract;
• Tax laws change. It is possible that a change in the future could affect contracts issued in the past;
• This section addresses some but not all applicable federal income tax rules and does not discuss federal estate and gift tax implications, state and local taxes, or any other tax provisions; and
• We do not make any guarantee about the tax treatment of the contract or transactions involving the contract.

We do not intend this information to be tax advice. For advice about the effect of federal income taxes or any other
taxes on amounts held or paid out under the contract, consult a tax adviser.

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

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

Qualified contracts are designed for use by individuals whose premium payments are comprised solely of proceeds
from and/or contributions under retirement plans that are intended to qualify for special income tax treatment under
Sections 401, 408 or 408A, and some provisions of 403 and 457 of the Tax Code.

ILIAC Income Annuity - 155282 23

Effective January 1, 2009, except in the case of a rollover contribution as permitted under the Tax Code or as a
result of an intra-plan exchange or plan-to-plan transfer described under the Final Regulations, contributions to a
section 403(b) tax sheltered annuity contract may only be made by the Employer sponsoring the Plan under which
the assets in your contract are covered subject to the applicable Treasury Regulations and only if the Company, in its
sole discretion, agrees to be an approved provider.

Taxation of Non-Qualified Contracts


Premiums
You may not deduct the amount of your premiums to a non-qualified contract.

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

Diversification. Tax Code Section 817(h) requires that in a nonqualified contract the investments of the
funds be “adequately diversified” in accordance with Treasury Regulations in order for the contract to qualify as an
annuity contract under federal tax law. The separate account, through the funds, intends to comply with the
diversification requirements prescribed by Tax Code Section 817(h) and by the Treasury in Reg. Sec. 1.817-5,
which affects how the funds’ assets may be invested. If it is determined, however, that your contract does not satisfy
the applicable diversification requirements and rulings because a subaccount’s corresponding fund fails to be
adequately diversified for whatever reason, we will take appropriate steps to bring your contract into compliance
with such regulations and rulings, and we reserve the right to modify your contract as necessary to do so.


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

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

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

ILIAC Income Annuity - 155282 24

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

Taxation of Distributions


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

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

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

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

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

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

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

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

The IRS has concluded that in certain instances, the partial exchange of a portion of one annuity contract for another
contract will be tax-free. Pursuant to IRS guidance, receipt of withdrawals, surrenders or annuity payments
(annuitizations) from either the original contract or the new contract during the 12 month period following the
partial exchange may retroactively negate the partial exchange. If the partial exchange is retroactively negated, the
partial surrender of the original contract will be treated as a withdrawal, taxable as ordinary income to the extent of
gain in the original contract and, if the partial exchange occurred prior to you reaching age 59½, may be subject to
an additional 10% tax penalty. A taxable event may be avoided if requirements identified as a qualifying event are
satisfied. We are not responsible for the manner in which any other insurance company, for tax reporting purposes,
or the IRS, with respect to the ultimate tax treatment, recognizes or reports a partial exchange. We strongly advise

ILIAC Income Annuity - 155282 25

you to discuss any proposed 1035 exchange or subsequent distribution within 12 months with your tax advisor prior
to proceeding with the transaction.

Taxation of Annuity Payments. Although tax consequences may vary depending on the payment option
elected under an annuity contract, a portion of each annuity payment is generally not taxed and the remainder is
taxed as ordinary income. The non-taxable portion of an annuity payment is generally determined in a manner that is
designed to allow you to recover your investment in the contract ratably on a tax-free basis over the expected stream
of annuity payments, as determined when annuity payments start. Once your investment in the contract has been
fully recovered, however, the full amount of each subsequent annuity payment is subject to tax as ordinary income.

The tax treatment of partial annuitizations is unclear. We currently treat any partial annuitizations as withdrawals
rather than as annuity payments. Please consult your tax adviser before electing a partial annuitization.

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

Different distribution requirements apply if your death occurs:

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

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


If your death occurs before you begin receiving annuity payments, your entire balance must be distributed within
five years after the date of your death. For example, if you died on September 1, 2009, your entire balance must be
distributed by August 31, 2014. However, if distributions begin within one year of your death, then payments may
be made over one of the following timeframes:

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

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

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

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

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

ILIAC Income Annuity - 155282 26

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

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

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

Taxation of Qualified Contracts

General
The contracts are primarily designed for use with IRAs under Tax Code Sections 401, 408 or 408A, and some
provisions of 403 and 457 (We refer to all of these as “qualified plans”). The tax rules applicable to participants in
these qualified plans vary according to the type of plan and the terms and conditions of the plan itself. The ultimate
effect of federal income taxes on the amounts held under a contract, or on annuity payments, depends on the type of
retirement plan and your tax status. Special favorable tax treatment may be available for certain types of
contributions and distributions. In addition, certain requirements must be satisfied in purchasing a qualified contract
with proceeds from a tax-qualified plan in order to continue receiving favorable tax treatment.

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

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

Tax Deferral
Under the federal tax laws, earnings on amounts held in annuity contracts are generally not taxed until they are
withdrawn. However, in the case of a qualified plan (as defined in this prospectus), an annuity contract is not
necessary to obtain this favorable tax treatment and does not provide any tax benefits beyond the deferral already

ILIAC Income Annuity - 155282 27

available to the qualified plan itself. Annuities do provide other features and benefits (such as guaranteed living
benefits and/or death benefits or the option of lifetime income phase options at established rates) that may be
valuable to you. You should discuss your alternatives with your financial representative taking into account the
additional fees and expenses you may incur in an annuity.

Section 401(a), 401(k), Roth 401(k), and 403(a) Plans. Sections 401(a), 401(k), and 403(a) of the Tax
Code permit certain employers to establish various types of retirement plans for employees, and permits self-
employed individuals to establish these plans for themselves and their employees. These retirement plans may
permit the purchase of contracts to accumulate retirement savings under the plans. Employers intending to use the
contract with such plans should seek competent legal advice.

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

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

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

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

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

Section 403(b) Tax-Sheltered Annuities. The contracts are no longer available for purchase as Tax Code
section 403(b) tax-sheltered annuities. Existing contracts issued as Tax Code section 403(b) tax-sheltered annuities
will continue to be maintained as such under the applicable rules and regulations.

The Treasury Department has issued regulations which generally take effect on January 1, 2009. Existing contracts
will be modified as necessary to comply with these regulations where allowed, or where required by law in order to
maintain their status as section 403(b) tax-sheltered annuities. The final regulations include: (a) the ability to
terminate a 403(b) plan, which would entitle a participant to a distribution; (b) the revocation of IRS Revenue
Ruling 90-24, and the resulting increase in restrictions on a participant’s right to transfer his or her 403(b) accounts;
and (c) the imposition of withdrawal restrictions on non-salary reduction contribution amounts, as well as other
changes.

ILIAC Income Annuity - 155282 28

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

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

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

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

A payment is an eligible rollover distribution unless it is:

• Part of a series of substantially equal periodic payments (at least one per year) made over the life expectancy of the participant or the joint life expectancy of the participant and his designated beneficiary or for a specified period of 10 years or more;
• A required minimum distribution under Tax Code Section 401(a)(9);
• A hardship withdrawal;
• Otherwise excludable from income; or
• Not recognized under applicable regulations as eligible for rollover.

The Tax Code imposes a 10% penalty tax on the taxable portion of any distribution from a contract used with a
401(a), 401(k) or 403(a) plan unless certain exceptions, including one or more of the following, have occurred:

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

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

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

ILIAC Income Annuity - 155282 29

• The distribution is rolled over to another IRA or to a plan eligible to receive rollovers as permitted under the Tax Code; or
• You made after-tax contributions to the IRA. In this case, the distribution will be taxed according to rules detailed in the Tax Code.

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

• You have attained age 59½;
• You have become disabled, as defined in the Tax Code;
• You have died and the distribution is to your beneficiary;
• The distribution amount is rolled over into another eligible retirement plan or to an IRA in accordance with the terms of the Tax Code;
• The distribution is made due to an IRS levy upon your plan;
• The withdrawal amount is paid to an alternate payee under a QDRO; 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, a qualified first-time home purchase, or for higher education
expenses.

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

• Made after the five-taxable year period beginning with the first taxable year for which a contribution was made to a Roth IRA of the owner; and
• Made after you attain age 59½, die, become disabled as defined in the Tax Code, or 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 which is not taxable and then as taxable accumulated
earnings.

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

403(b) Plans. Distributions from your contract are subject to the requirements of Tax Code Section 403(b),
the Treasury Regulations, and, if applicable, the Plan under which the assets in your contract are covered. In
accordance with Tax Code Section 403(b) and the Treasury Regulations, we have no responsibility or obligation to
make any distribution (including distributions due to loans, annuity payouts, qualified domestic relations orders,
hardship withdrawals and systematic distributions options) from your contract until we have received instructions or
information from your Employer and/or its designee or, if permitted under Tax Code Section 403(b) and the
Treasury Regulations, you in a form acceptable to us and necessary for us to administer your contract in accordance
with Tax Code Section 403(b), the Treasury Regulations, and, if applicable, the Plan.

All distributions from these plans are taxed as received unless one of the following is true:

• The distribution is an eligible rollover distribution and is rolled over to another plan eligible to receive rollovers or to a traditional IRA in accordance with the Tax Code;
• You made after-tax contributions to the plan. In this case, depending upon the type of distribution, the amount will be taxed according to the rules detailed in the Tax Code; or

ILIAC Income Annuity - 155282 30

• The distribution is a qualified health insurance premium of a retired public safety officer as defined in the Pension Protection Act of 2006.

A payment is an eligible rollover distribution unless it is:

• Part of a series of substantially equal periodic payments (at least one per year) made over the life expectancy of the participant or the joint life expectancy of the participant and his designated beneficiary or for a specified period of 10 years or more;
• A required minimum distribution under Tax Code Section 401(a)(9);
• A hardship withdrawal;
• Otherwise excludable from income; or
• Not recognized under applicable regulations as eligible for rollover.

The Tax Code imposes a 10% penalty tax on the taxable portion of any distribution from a contract used with a
403(b) plan, unless certain exceptions have occurred. In general, the exceptions for an IRA listed above also apply to
a distribution from a 403(b) plan, plus in the event you have separated from service with the sponsor at or after age
55, or you have separated from service with the plan sponsor and the distribution amount is made in substantially
equal periodic payments (at least annually) over your life or the life expectancy or the joint lives or joint life
expectancies of you and your designated beneficiary. In addition, the 10% penalty tax does not apply to the amount
of a distribution equal to unreimbursed medical expenses incurred by you during the taxable year that qualify for
deduction as specified in the Tax Code. The Tax Code may provide other exceptions or impose other penalty taxes
in other circumstances.

Distribution of amounts restricted under Tax Code Section 403(b)(11) may only occur upon your death, attainment
of age 59½, severance from employment, disability or financial hardship. Such distributions remain subject to other
applicable restrictions under the Tax Code and the regulations.


Special Disaster Relief. In 2005, 2007 and 2008 Congress temporarily provided taxpayers with certain
kinds of relief which eased the complex rules covering withdrawals by individuals who suffered economic losses
due to natural disasters such as Hurricanes Katrina, Rita and Wilma as well as tornados and floods. Please consult a
qualified tax adviser for further information if there is any question as to whether such relief is available.

Lifetime Required Minimum Distributions (Sections 401(a), 401(k), Roth 401(k), 403(a), 403(b) and
IRAs only).

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

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

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

• 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 Tax Code Section 401(a)(9). The entire interest in the account includes the amount of any outstanding rollover,
transfer, recharacterization, if applicable, and the actuarial present value of other benefits provided under the
account, such as guaranteed death benefits.

ILIAC Income Annuity - 155282 31

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 (Sections 401(a), 401(k), Roth 401(k), 403(a), 403(b), IRAs and
Roth IRAs Only). Different distribution requirements apply after your death, depending upon if you have been
receiving required minimum distributions. Further information regarding required distributions upon death may be
found in your contract.

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


If your death occurs before you begin receiving minimum distributions under the contract, your entire balance must
be distributed by December 31 of the calendar year containing the fifth anniversary of the date of your death. For
example, if you died on September 1, 2009, your entire balance must be distributed to the designated beneficiary by
December 31, 2014. However, if distributions begin by December 31 of the calendar year following the calendar
year of your death, and you have named a designated beneficiary, then payments may be made over either of the
following time frames:

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

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

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

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

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

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

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

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 Tax Code section 1441 based on the individual’s citizenship, the country of domicile and treaty status,
and we may require additional documentation prior to processing any requested distribution.

ILIAC Income Annuity - 155282 32

Assignment and Other Transfers

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

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

• A plan participant as a means to provide benefit payments;
• An alternate payee under a qualified domestic relations order in accordance with Tax Code Section 414(p); or
• The Company as collateral for a loan.

Tax Consequences of Guaranteed Minimum Income Feature

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

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

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


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

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

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

ILIAC Income Annuity - 155282 33

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

OTHER TOPICS

Variable Annuity Account B

We established Variable Annuity Account B (the “separate account”) under Connecticut Law in 1976 as a
continuation of the separate account established in 1974 under Arkansas Law by Aetna Variable Annuity Life
Insurance Company. The separate account was established as a segregated asset account to fund variable annuity
contracts. The separate account is registered as a unit investment trust under the Investment Company Act of 1940.
It also meets the definition of separate account under the federal securities laws.

The separate account is divided into subaccounts. These subaccounts invest directly in shares of a pre-assigned fund.

Although we hold title to the assets of the separate account, such assets are not chargeable with the liabilities of any
other business that we conduct. Income, gains or losses of the separate account are credited to or charged against the
assets of the separate account without regard to other income, gains or losses of the Company. All obligations
arising under the contract are obligations of the Company.

The Company

We issue the contract described in this prospectus and are responsible for providing each contract’s insurance and
annuity benefits.

We are a stock life insurance company organized under the insurance laws of the State of Connecticut in 1976 and
an indirect wholly-owned subsidiary of ING Groep N.V., a global financial institution active in the fields of
insurance, banking and asset management. Through a merger our operations include the business of Aetna Variable
Annuity Life Insurance Company (formerly known as Participating Annuity Life Insurance Company, an Arkansas
life insurance company organized in 1954). Prior to January 1, 2002, the Company was known as Aetna Life
Insurance and Annuity Company. Although we are a subsidiary of ING, ING is not responsible for the obligations
under the contract. The obligations under the contract are solely the responsibility of ING Life Insurance and
Annuity Company.


As part of a restructuring plan approved by the European Commission, ING has agreed to separate its banking and
insurance businesses by 2013. ING intends to achieve this separation over the next four years by divestment of its
insurance and investment management operations, including the Company. ING has announced that it will explore
all options for implementing the separation including initial public offerings, sales or a combination thereof.

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

Our principal executive offices are located at:

One Orange Way
Windsor, Connecticut 06095-4774

ILIAC Income Annuity - 155282 34

Regulatory Matters

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

Insurance and Retirement Plan Products and Other Regulatory Matters. Federal and state regulators and self-
regulatory agencies are conducting broad inquiries and investigations involving the insurance and retirement
industries. These initiatives currently focus on, among other things, compensation, revenue sharing, and other sales
incentives; potential conflicts of interest; sales and marketing practices (including sales to seniors); specific product
types (including group annuities and indexed annuities); and disclosure. The Company and certain of its U.S.
affiliates have received formal and informal requests in connection with such investigations, and have cooperated
and are cooperating fully with each request for information. Some of these matters could result in regulatory action
involving the Company. These initiatives also may result in new legislation and regulation that could significantly
affect the financial services industry, including businesses in which the Company is engaged. In light of these and
other developments, U.S. affiliates of ING, including the Company, periodically review whether modifications to
their business practices are appropriate.

Investment Product Regulatory Issues. Since 2002, there has been increased governmental and regulatory activity
relating to mutual funds and variable insurance products. This activity has primarily focused on inappropriate
trading of fund shares; directed brokerage; compensation; sales practices, suitability, and supervision; arrangements
with service providers; pricing; compliance and controls; adequacy of disclosure; and document retention.

In addition to responding to governmental and regulatory requests on fund trading issues, ING management, on its
own initiative, conducted, through special counsel and a national accounting firm, an extensive internal review of
mutual fund trading in ING insurance, retirement, and mutual fund products. The goal of this review was to identify
any instances of inappropriate trading in those products by third parties or by ING investment professionals and
other ING personnel.

The internal review identified several isolated arrangements allowing third parties to engage in frequent trading of
mutual funds within the variable insurance and mutual fund products of certain affiliates of the Company, and
identified other circumstances where frequent trading occurred despite measures taken by ING intended to combat
market timing. Each of the arrangements has been terminated and disclosed to regulators, to the independent trustees
of ING Funds (U.S.) and in Company reports previously filed with the SEC pursuant to the Securities Exchange Act
of 1934, as amended.

Action has been or may be taken by regulators with respect to certain ING affiliates before investigations relating to
fund trading are completed. The potential outcome of such action is difficult to predict but could subject certain
affiliates to adverse consequences, including, but not limited to, settlement payments, penalties, and other financial
liability. It is not currently anticipated, however, that the actual outcome of any such action will have a material
adverse effect on ING or ING’s U.S.-based operations, including the Company.

Product Regulation

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

ILIAC Income Annuity - 155282 35

Contract Distribution

The Company’s subsidiary, ING Financial Advisers, LLC, serves as the principal underwriter for the contracts. ING
Financial Advisers, LLC, a Delaware limited liability company, is registered as a broker-dealer with the SEC. ING
Financial Advisers, LLC is also a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and the
Securities Investor Protection Corporation. ING Financial Advisers, LLC’s principal office is located at One Orange
Way, Windsor, Connecticut 06095-4774.

The contracts are offered to the public by individuals who are registered representatives of ING Financial Advisers,
LLC or other broker-dealers which have entered into a selling arrangement with ING Financial Advisers, LLC. We
refer to ING Financial Advisers, LLC and the other broker-dealers selling the contracts as “distributors.”

All registered representatives selling the contracts must also be licensed as insurance agents for the Company.
The following is a list of broker/dealers that are affiliated with the Company:

·	Directed Services LLC	·	ING Funds Distributor, LLC
·	ING America Equities, Inc.	·	ING Investment Advisors, LLC
·	ING Financial Advisers, LLC	·	ING Investment Management Services LLC
·	ING Financial Markets LLC	·	ShareBuilder Securities Corporation
·	ING Financial Partners, Inc.	·	Systematized Benefits Administrators, Inc.

Registered representatives of distributors who solicit sales of the contracts typically receive a portion of the
compensation paid to the distributor in the form of commissions or other compensation, depending upon the
agreement between the distributor and the registered representative. This compensation, as well as other incentives
or payments, is not paid directly by contract owners or the Separate Account. We intend to recoup this compensation
and other sales expenses paid to distributors through fees and charges imposed under the contracts.

Commission Payments. Persons who offer and sell the contracts may be paid a commission. The maximum
percentage amount that may be paid with respect to a given purchase payment is the first-year percentage which
ranges from 0% to a maximum of 7.0% of the first year of payments to an account. Renewal commissions paid on
payments made after the first year and asset-based service fees may also be paid. In addition, we may also pay
ongoing annual compensation of up to 1.0% of the commissions paid during the year in connection with certain
premium received during that year, if the registered representative attains a certain threshold of sales of Company
contracts. Individual registered representatives may receive all or a portion of compensation paid to their distributor,
depending upon the firm’s practices. Commissions and annual payments, when combined, could exceed 7.0% of
total premium payments. To the extent permitted by SEC and FINRA rules and other applicable laws and
regulations, we may also pay or allow other promotional incentives or payments in the form of cash payments or
other compensation to distributors, which may require the registered representative to attain a certain threshold of
sales of Company products.

We may also enter into special compensation arrangements with certain distributors based on those firms’ aggregate
or anticipated sales of the contracts or other criteria. These special compensation arrangements will not be offered to
all distributors, and the terms of such arrangements may differ among distributors based on various factors. Any
such compensation payable to a distributor will not result in any additional direct charge to you by us.

Some sales personnel may receive various types of non-cash compensation as special sales incentives, including
trips, and we may also pay for some sales personnel to attend educational and/or business seminars. Any such
compensation will be paid in accordance with SEC and FINRA rules. Management personnel of the Company, and
of its affiliated broker-dealers, may receive additional compensation if the overall amount of investments in funds
advised by the Company or its affiliates meets certain target levels or increases over time. Compensation for certain
management personnel, including sales management personnel, may be enhanced if the overall amount of
investments in the contracts and other products issued or advised by the Company or its affiliates increases over
time. Certain sales management personnel may also receive compensation that is a specific percentage of the
commissions paid to distributors or of purchase payments received under the contracts.

ILIAC Income Annuity - 155282 36

In addition to direct cash compensation for sales of contracts described above, ING Financial Advisers, LLC may
also pay distributors additional compensation or reimbursement of expenses for their efforts in selling 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 year;
• Loans or advances of commissions in anticipation of future receipt of premiums (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 this product;
• 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 policies; and
• Additional cash or noncash compensation and reimbursements permissible under existing law. This may include, but is not limited to, cash incentives, merchandise, trips, occasional entertainment, meals and tickets to sporting events, client appreciation events, business and educational enhancement items, payment for travel expenses (including meals and lodging) to pre-approved training and education seminars, and payment for advertising and sales campaigns.

We 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 contracts.


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

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

ILIAC Income Annuity - 155282 37

If the amounts paid to ING Financial Advisers, LLC were included, ING Financial Advisers, LLC would be at the
top of the list.

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

Payment Delay or Suspension

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

• On any valuation date when the New York Stock Exchange is closed (except customary holidays or weekends) or when trading on the New York Stock Exchange is restricted;
• When an emergency exists as determined by the SEC so that disposal of the securities held in the subaccounts is not reasonably practicable or it is not reasonably practicable to determine the value of the subaccount’s assets; or
• During any other periods the SEC permits for the protection of investors.

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

Voting Rights

Each of the subaccounts holds shares in a fund and each is entitled to vote at regular and special meetings of that
fund. Under our current view of applicable law, we will vote the shares for each subaccount as instructed by persons
having a voting interest in the subaccount. We will vote shares for which instructions have not been received in the
same proportion as those for which we received instructions. The effect of proportional voting is that a small number
of contract owners may decide the outcome of a vote. Each person who has a voting interest in the separate account
will receive periodic reports relating to the funds in which he or she has an interest, as well as any proxy materials
and a form on which to give voting instructions. Voting instructions will be solicited by a written communication at
least 14 days before the meeting.

The number of votes (including fractional votes) you are entitled to direct will be determined as of the record date
set by any fund you invest in through the subaccounts. The number of votes is equal to the portion of reserves set
aside for the contract’s share of the fund, divided by the net asset value of one share of that fund.

Contract Modification

We may change the contract as required by federal or state law or as otherwise permitted in the contract. In addition,
we may, upon 30 day’s written notice to the group contract holder, make other changes to a group contract that
would apply only to individuals who become participants under that contract after the effective date of such
changes. If a group contract holder does not agree to a change, we reserve the right to refuse to establish new
accounts under the contract. Certain changes will require the approval of appropriate state or federal regulatory
authorities.

ILIAC Income Annuity - 155282 38

Transfer of Ownership

Ownership of the contract may be changed to the extent permitted by law. You should immediately notify the
Company, in writing, of any change in ownership. No such ownership change will be binding until such notification
is received and recorded at our Customer Service Center. We reserve the right to reject transfer of ownership to a
non-natural person. A transfer of ownership may have tax consequences and you should consult with a qualified tax
adviser before transferring ownership of the contract.

Legal Matters and Proceedings

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

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

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

Financial Statements

The consolidated financial statements of the Company and the financial statements of the separate account have
been included in the Statement of Additional Information (SAI). Request an SAI at the number listed in “Contract
Overview—Questions: Contacting the Company.”

ILIAC Income Annuity - 155282 39

STATEMENT OF ADDITIONAL INFORMATION

The Statement of Additional Information (“SAI”) contains more specific information on the separate account and
the contract, as well as the financial statements of the separate account and the Company. A list of the contents of
the SAI is set forth below:


General Information and History
Variable Annuity Account B
Offering and Purchase of Contracts
Income Phase Payments
Sales Material and Advertising
Experts
Financial Statements of the Separate Account
Consolidated Financial Statements of ING Life Insurance and Annuity Company


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

ING Income Annuity - 155282 40

APPENDIX I

Fixed Dollar Option

The following summarizes material information concerning the fixed dollar option. You may choose to allocate all
or a portion of your purchase payment to the fixed dollar option. If you choose the fixed dollar option, your income
payments will generally remain fixed as specified in your contract over the term of the contract. Your fixed payment
may vary due to factors including your selection of an increasing annuity or your election and use of a right to
withdraw. In certain cases, you may elect a right to withdraw any remaining guaranteed payments (see
“Withdrawals” in this appendix). Amounts allocated to the fixed dollar option are held in the Company’s general
account that supports general insurance and annuity obligations.

Interests in the fixed dollar option have not been registered with the SEC in reliance upon exemptions under the
Securities Act of 1933, as amended. Disclosure in this prospectus regarding the fixed dollar option may, however, be
subject to certain generally applicable provisions of the federal securities laws relating to the accuracy and
completeness of such statements. Disclosure in this appendix regarding the fixed dollar option has not been
reviewed by the SEC.

Payment Options

All of the payment options described under “Income Payments” in this prospectus are available for the fixed dollar
option. If you allocate all of your purchase payment to the fixed dollar option, you may also elect one of the
following features in connection with your fixed income payments:

(a)

A Cash Refund Feature. (Only available if you select 100% fixed payments.) With this feature, if the annuitant or both annuitants (as applicable) die, then the beneficiary will receive a lump-sum payment equal to the purchase payment allocated to the fixed dollar option less any premium tax and less the total amount of fixed income payments paid prior to such death. The cash refund feature may be elected only with a “life income” or “life income-two lives” payment option that has no reduction in payment to the survivor, see “Income Payments—Payment Options.” You may not elect a right to withdraw or elect an increasing annuity with this feature.

(b)

An Increasing Annuity. (Only available if you select 100% fixed payments.) With this feature you may elect for your payments to increase by either one, two, or three percent, compounded annually. The higher your percentage, the lower your initial payment will be. This is available with any payment option, except for those with a reduction in payment to the survivor, see “Income Payments - Payment Options.” You may not elect a right to withdraw or elect the cash refund feature with an increasing annuity. This feature is not available under contracts purchased in conjunction with Section 457 deferred compensation plans.

Fixed Income Payment Amounts

The amount of each payment depends upon (1) the purchase payment that you allocate to the fixed dollar option,
less any premium tax, and (2) the payment option and features chosen.

Withdrawals

Withdrawal Value- Lifetime Payment Options. If you select a lifetime payment option with guaranteed
payments and elect the right to make withdrawals, the withdrawal amount available from any fixed portion of
remaining guaranteed payments is equal to the present value of the remaining fixed portion of guaranteed payments
calculated using the contract rate adjusted by the change in the constant maturity ten year Treasury note rate from
your contract effective date to the date we calculate the withdrawal value. Any applicable early withdrawal charge
will be deducted.

ILIAC Income Annuity – 155282 I-1

Withdrawal Value- Nonlifetime Payment Options. If you select a nonlifetime payment option and elect the right
to make withdrawals, the withdrawal amount available from any fixed portion of remaining guaranteed payments is
equal to the present value of the remaining fixed portion of guaranteed payments calculated using the adjusted
contract rate. The calculation is presented below. Any applicable early withdrawal charge will be deducted.

The adjusted contract rate equals (Rate of Return) + WY - IY, where:

Rate of Return is the fixed annuity present value interest rate shown in your contract
WY is the withdrawal yield
IY is the issue yield

WY is determined as follows:

(1)	WY is the average of the yields, as published in the Wall Street Journal on the Friday before the date of the withdrawal, of non-callable, non-inflation adjusted Treasury Notes or Bonds maturing on or closest to the withdrawal duration date.
(2)	The withdrawal duration date is the date (month and year) obtained when the withdrawal duration is added to the date of the withdrawal.
(3)	Withdrawal duration equals 1 plus the number of whole years from the date of the withdrawal until the final guaranteed payment is due, divided by 2. Any resulting fraction will be rounded up to the next whole number.

IY is determined as follows:

(1)	IY is the average of the yields, as published in the Wall Street Journal on the Friday before the later of the contract effective date or the benefit change date shown in your contract, of non-callable, non-inflation adjusted Treasury Notes or Bonds maturing on or closest to the issue duration date.
(2)	The issue duration date (month and year) is obtained when the issue duration is added to the later of the contract effective date or the benefit change date.
(3)	Issue duration equals 1 plus the number of whole years from the later of the contract effective date or the benefit change date until the final payment is due, divided by 2. Any resulting fraction will be rounded up to the next whole number.
(4)	Benefit change date is the date of the most recent change, if any, of the guaranteed payment period.

Early Withdrawal Charge
Withdrawals may be subject to an early withdrawal charge. The charge is a percentage of the amount that you
withdraw. The percentage will be determined by the early withdrawal charge schedule applicable to your contract:

Schedule A: Subject to state approval, Schedule A applies to contracts issued on or after May 3, 1999.

Schedule A
Number of Years from	Early Withdrawal Charge
Contract Effective Date*	6%
1 or more, but fewer than 2	5%
2 or more, but fewer than 3	4%
3 or more, but fewer than 4	3%
4 or more, but fewer than 5	2%
5 or more, but fewer than 6	1%
6 or more, but fewer than 7	0%
7 or more

ILIAC Income Annuity – 155282 I-2

Schedule B: Applies to contracts issued prior to May 3, 1999. It also applies to contracts issued on or after May 3,
1999 in states where Schedule A is not approved as of the contract effective date.

Schedule B
Number of Years from	Early Withdrawal Charge
Contract Effective Date*	5%
1 or more, but fewer than 2	4%
2 or more, but fewer than 3	4%
3 or more, but fewer than 4	3%
4 or more, but fewer than 5	2%
5 or more, but fewer than 6	1%
6 or more, but fewer than 7	0%
7 or more

*      For participants under a group contract, the early withdrawal charge will be calculated based on the number of years from the certificate effective date.

The early withdrawal charge, in effect, is a deferred sales charge imposed to reimburse the Company for
unrecovered acquisition and distribution costs.

Reduction or Elimination of the Early Withdrawal Charge. We may reduce or eliminate the early withdrawal
charge when sales of the contract are made to individuals or a group of individuals in such a manner that results in
savings of sales expenses. The entitlement to such a reduction in the early withdrawal charge will be based on one or
more of the following criteria:

(a)	The size and type of group of individuals to whom the contract is offered;
(b)	The type and frequency of administrative and sales services to be provided; or
(c)	Whether there is a prior or existing relationship with the Company such as being an employee or former employee of the Company or one of its affiliate; receiving distributions or making internal transfers from other contracts issued by the Company or one of its affiliates; or making transfers of amounts held under qualified plans sponsored by the Company or an affiliate.

Any reduction or elimination of the early withdrawal charge will not be unfairly discriminatory against any person.

Death Benefit

If the annuitant or both annuitants, as applicable, die before all guaranteed payments are paid, payments will
continue to the beneficiary in the manner stated in your contract.

Payment of Death Benefit. Any death benefit will be paid in the form specified in the contract and will be
distributed at least as rapidly as under the method of distribution in effect upon the date of death. See “Taxation” for
rules that apply if you have elected to delay your payment start date under a nonqualified annuity and you die before
the annuity starting date. A lump-sum payment of any death benefit may be requested within six months following
the date of death. If a lump-sum payment is requested, no early withdrawal charge is applied and payment will be
sent within seven days following our receipt of request in good order. A lump-sum payment may be requested at
anytime (even after the six month period) if you had elected the right to withdraw. If a cash refund feature was
elected, the death benefit will be paid in one lump sum to the beneficiary.

If the contract holder who is not the annuitant dies, income payments will continue to be paid to the payee in the
form specified in the contract. If no payee survives the death of the contract holder, income payments will be made
to the annuitant. Such payments will be paid at least as rapidly as under the method of distribution then in effect.

ILIAC Income Annuity – 155282                                                          I-3

Death Benefit Amount. If you elect a right to withdraw, the death benefit value will be determined as described
under “Withdrawal Amount” in this appendix. No early withdrawal charge will apply. If the contract is issued with
guaranteed payments and with no right to withdraw, the rate used to determine the value of the remaining
guaranteed payments will be the fixed annuity present value interest rate shown in the contract.

The value of the death benefit will be determined as of the next valuation following the Company’s receipt at its
Customer Service Center of proof of death acceptable to us and a request for payment in good order.

ILIAC Income Annuity – 155282 I-4

APPENDIX II

Description of Underlying Funds

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

The investment results of the mutual funds (funds) are likely to differ significantly and there is no assurance that any
of the funds will achieve their respective investment objectives. You should consider the investment objectives, risks
and charges and expenses of the funds carefully before investing. Please refer to the fund prospectuses for this and
additional information.

Shares of the funds will rise and fall in value and you could lose money by investing in the funds. Shares of the
funds are not bank deposits and are not guaranteed, endorsed or insured by any financial institution, the Federal
Deposit Insurance Corporation or any other government agency. Except as noted, all funds are diversified, as
defined under the Investment Company Act of 1940. Fund prospectuses may be obtained free of charge, from our
Customer Service Center at the address and telephone number listed in the prospectus, by accessing the SEC’s web
site or by contacting the SEC Public Reference Room. If you received a summary prospectus for any of the funds
available through your contract, you may also obtain a full prospectus and other fund information free of charge by
either accessing the internet address, calling the telephone number or sending an email request to the contact
information shown on the front of the fund’s summary prospectus.

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

Certain funds are designated as “Master-Feeder” Funds. Funds offered in a Master-Feeder structure (such as the
American Funds) may have higher fees and expenses than a fund that invests directly in debt and equity securities.
The “Master Feeder” funds available under the contract are identified in the list of investment portfolios toward the
front of this prospectus.

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

List of Fund Name Changes
Former Fund Name	Current Fund Name
ING Evergreen Omega Portfolio	ING Wells Fargo Omega Growth Portfolio
ING Legg Mason Partners Aggressive Growth	ING Legg Mason ClearBridge Aggressive Growth Portfolio
ING Oppenheimer Strategic Income Portfolio	ING Oppenheimer Global Strategic Income Portfolio

ILIAC Income Annuity - 155282 II-1

Fund Name and
Investment Adviser/Subadviser	Investment Objective
ING Investors Trust
7337 E. Doubletree Ranch Road, Scottsdale, AZ 85258
ING American Funds Growth Portfolio	Seeks to make your investment grow.
Investment Adviser: ING Investments, LLC
Investment Adviser to Master Funds: Capital Research
Management Company
ING American Funds Growth-Income Portfolio	Seeks to make your investment grow and provide you with
	income over time.
Investment Adviser: ING Investments, LLC
Investment Adviser to Master Funds: Capital Research
Management Company
ING American Funds International Portfolio	Seeks to make your investment grow over time.
Investment Adviser: ING Investments, LLC
Investment Adviser to Master Funds: Capital Research
Management Company
ING BlackRock Large Cap Growth Portfolio (Class I)	Seeks long-term growth of capital.
Investment Adviser: Directed Services LLC
Investment Subadviser: BlackRock Investment
Management, LLC
ING FMRSM Diversified Mid Cap Portfolio* (Class I)	Seeks long-term growth of capital.
Investment Adviser: Directed Services LLC
Investment Subadviser: Fidelity Management & Research
Co.
* FMRSM is a service mark of Fidelity Management &
Research Company
ING Pioneer Fund Portfolio (Class I)	Seeks reasonable income and capital growth.
Investment Adviser: Directed Services LLC
Investment Subadviser: Pioneer Investment Management,
Inc.
ING Wells Fargo Omega Growth Portfolio (Class I)	Seeks long-term capital growth.
Investment Adviser: Directed Services LLC
Investment Subadviser: Wells Capital Management, Inc.

ILIAC Income Annuity - 155282 II-2

Fund Name and
Investment Adviser/Subadviser	Investment Objective
ING Partners, Inc.
7337 East Doubletree Ranch Road, Scottsdale, AZ 85258
ING Legg Mason ClearBridge Aggressive Growth Portfolio	Seeks long-term growth of capital.
(Initial Class)
Investment Adviser: Directed Services LLC
Investment Subadviser: ClearBridge Advisors, LLC
ING Oppenheimer Global Portfolio (Initial Class)	Seeks capital appreciation.
Investment Adviser: Directed Services LLC
Investment Subadviser: OppenheimerFunds, Inc.
ING Oppenheimer Global Strategic Income Portfolio	Seeks a high level of current income principally derived
(Initial Class)	from interest on debt securities.
Investment Adviser: Directed Services LLC
Investment Subadviser: OppenheimerFunds, Inc.
ING Pioneer High Yield Portfolio (Initial Class)	Seeks to maximize total return through income and capital
	appreciation.
Investment Adviser: Directed Services LLC
Investment Subadviser: Pioneer Investment Management,
Inc
ING Templeton Foreign Equity Portfolio (Initial Class)	Seeks long-term capital growth.
Investment Adviser: Directed Services LLC
Investment Subadviser: Templeton Investment Counsel,
LLC
ING Thornburg Value Portfolio (Initial Class)	Seeks capital appreciation.
Investment Adviser: Directed Services LLC
Investment Subadviser: Thornburg Investment
Management
ING T. Rowe Price Growth Equity Portfolio (Initial Class)	Seeks long-term capital growth, and secondarily, increasing
	dividend income.
Investment Adviser: Directed Services LLC
Investment Subadviser: T. Rowe Price Associates, Inc.
ING Strategic Allocation Portfolios, Inc.
7337 E. Doubletree Ranch Road, Scottsdale, AZ 85258
ING Strategic Allocation Conservative Portfolio (Class I)	Seeks to provide total return (i.e., income and capital
	growth, both realized and unrealized) consistent with
Investment Adviser: ING Investments, LLC	preservation of capital.
Investment Subadviser: ING Investment Management Co.

ILIAC Income Annuity - 155282 II-3

Fund Name and
Investment Adviser/Subadviser	Investment Objective
ING Strategic Allocation Growth Portfolio (Class I)	Seeks to provide capital appreciation.
Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Investment Management Co.
ING Strategic Allocation Moderate Portfolio (Class I)	Seeks to provide total return (i.e., income and capital
	appreciation, both realized and unrealized).
Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Investment Management Co.
ING Variable Funds
7337 E. Doubletree Ranch Road, Scottsdale, AZ 85258
ING Growth and Income Portfolio (Class I)	Seeks to maximize total return through investments in a
	diversified portfolio of common stocks and securities
Investment Adviser: ING Investments, LLC	convertible into common stock.
Investment Subadviser: ING Investment Management Co.
ING Variable Portfolios, Inc.
7337 E. Doubletree Ranch Road, Scottsdale, AZ 85258
ING Index Plus LargeCap Portfolio (Class I)	Seeks to outperform the total return performance of the
	Standard & Poor’s 500® Composite Stock Price Index (S&P
Investment Adviser: ING Investments, LLC	500 Index), while maintaining a market level of risk.
Investment Subadviser: ING Investment Management Co.
ING International Index Portfolio (Class S)	Seeks investment results (before fees and expenses) that
	correspond to the total return of a widely accepted
Investment Adviser: ING Investments, LLC	International Index.
Investment Subadviser: ING Investment Management Co.
ING Opportunistic LargeCap Portfolio (Class I)	Seeks growth of capital primarily through investment in a
	diversified portfolio of common stocks and securities
Investment Adviser: ING Investments, LLC	convertible into common stocks.
Investment Subadviser: ING Investment Management Co.
ING RussellTM Large Cap Growth Index Portfolio (Class I)	A non-diversified Portfolio that seeks investment results
	(before fees and expenses) that correspond to the total return
	of the Russell Top 200® Growth Index.
Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Investment Management Co.
ING RussellTM Large Cap Index Portfolio (Class I)	Seeks investment results (before fees and expenses) that
	correspond to the total return of the Russell Top 200® Index.
Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Investment Management Co.
ING Small Company Portfolio (Class I)	Seeks growth of capital primarily through investment in a
	diversified portfolio of common stocks and securities of
Investment Adviser: ING Investments, LLC	companies with smaller market capitalizations.
Investment Subadviser: ING Investment Management Co.

ILIAC Income Annuity - 155282 II-4

Fund Name and
Investment Adviser/Subadviser	Investment Objective
ING Balanced Portfolio, Inc.
7337 E. Doubletree Ranch Road, Scottsdale, AZ 85258
ING Balanced Portfolio (Class I)	Seeks to maximize investment return, consistent with
	reasonable safety of principal, by investing in a diversified
Investment Adviser: ING Investments, LLC	portfolio of one or more of the following asset classes:
	stocks, bonds and cash equivalents, based on the judgment
Investment Subadviser: ING Investment Management Co.	of the Portfolio’s management, of which of those sectors or
	mix thereof offers the best investment prospects.
ING VP Intermediate Bond Portfolio
7337 E. Doubletree Ranch Road, Scottsdale, AZ 85258
ING Intermediate Bond Portfolio (Class I)	Seeks to maximize total return consistent with reasonable
	risk.
Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Investment Management Co.
ING Money Market Portfolio
7337 E. Doubletree Ranch Road, Scottsdale, AZ 85258
ING Money Market Portfolio (Class I)	Seeks to provide high current return, consistent with
	preservation of capital and liquidity, through investment in
Investment Adviser: ING Investments, LLC	high-quality money market instruments while maintaining a
Investment Subadviser: ING Investment Management Co.	stable share price of $1.00.

“Standard & Poor’s^®”, “S&P^®”, “S&P 500^®”, “Standard & Poor’s 500”, and “500” are trademarks of The McGraw-Hill Companies, Inc. and
have been licensed for use by ING Life Insurance and Annuity Company. The product is not sponsored, endorsed, sold or promoted by Standard
& Poor’s and Standard & Poor’s makes no representation regarding the advisability of investing in the product.

ILIAC Income Annuity - 155282 II-5

CONDENSED FINANCIAL INFORMATION

Except for subaccounts which did not commence operations as of December 31, 2009, the following tables give (1) the accumulation unit value ("AUV") at the
beginning of the period and (2) the AUV at the end of the period for each subaccount of Variable Annuity Account B available under the contracts for the
indicated periods. For those subaccounts that commenced operations during the period ended December 31, 2009 the "Value at beginning of period" shown is the
value at first date of investment. For those subaccounts that ended operations during the period ended December 31, 2009, the "Value at end of period" shown is
the value at the last date of investment. This information is current through December 31, 2009, including portfolio names. Portfolio name changes after December
31, 2009, are not reflected in this information.

TABLE I
ASSUMED ANNUAL NET RETURN RATE OF 5.00%
(Selected data for accumulation units outstanding throughout each period)
	2009	2008	2007	2006	2005	2004	2003	2002	2001	2000
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Funds were first received in this option during November, 2004)
Value at beginning of period	$6.19	$10.65	$10.84	$10.05	$10.15
Value at end of period	$7.60	$6.19	$10.65	$10.84	$10.05
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Funds were first received in this option during November 2004)
Value at beginning of period	$6.33	$12.08	$11.49	$11.14	$10.25
Value at end of period	$8.25	$6.33	$12.08	$11.49	$11.14
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Funds were first received in this option during November 2004)
Value at beginning of period	$7.95	$14.68	$13.08	$11.75	$10.33
Value at end of period	$10.64	$7.95	$14.68	$13.08	$11.75
ING BALANCED PORTFOLIO
Value at beginning of period	$9.68	$14.32	$14.42	$13.94	$14.22	$14.773	$13.214	$15.664	$16.269	$17.39
Value at end of period	$10.86	$9.68	$14.32	$14.42	$13.94	$14.217	$14.773	$13.214	$15.664	$16.269
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during April 2007)
Value at beginning of period	$5.43	$9.46	$10.03
Value at end of period	$6.67	$5.43	$9.46
ING EVERGREEN OMEGA PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$7.86	$11.50	$11.19	$11.07
Value at end of period	$10.54	$7.86	$11.50	$11.19
ING FMRSM DIVERSIFIED MID CAP PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$5.95	$9.64	$10.12	$10.31
Value at end of period	$7.82	$5.95	$9.64	$10.12
ING GROWTH AND INCOME PORTFOLIO
Value at beginning of period	$7.42	$12.66	$12.53	$11.67	$11.47	$28.98	$24.44	$34.644	$17.537	$20.937
Value at end of period	$9.09	$7.42	$12.66	$12.53	$11.67	$11.47	$28.98	$24.44	$34.644	$17.537
ING INDEX PLUS LARGECAP PORTFOLIO
Value at beginning of period	$6.97	$11.81	$11.96	$11.10	$11.19	$10.769	$9.077	$12.299	$15.139	$17.763
Value at end of period	$8.08	$6.97	$11.81	$11.96	$11.10	$11.193	$10.769	$9.077	$12.299	$15.139

                                                                                       CFI 1

Condensed Financial Information (continued)
	2009	2008	2007	2006	2005	2004	2003	2002	2001	2000
ING INTERMEDIATE BOND PORTFOLIO
Value at beginning of period	$9.03	$10.49	$10.52	$10.75	$11.08	$20.502	$20.506	$20.125	$10.79	$10.46
Value at end of period	$9.48	$9.03	$10.49	$10.52	$10.75	$11.082	$20.502	$20.506	$20.125	$10.79
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during August 2009)
Value at beginning of period	$12.18
Value at end of period	$12.98
ING LEGG MASON PARTNERS AGGRESSIVE GROWTH PORTFOLIO
Value at beginning of period	$3.72	$6.50	$7.03	$6.78	$6.46	$6.268	$4.823	$7.926	$11.268	$16.818
Value at end of period	$4.63	$3.72	$6.50	$7.03	$6.78	$6.464	$6.268	$4.823	$7.926	$11.268
ING MONEY MARKET PORTFOLIO
Value at beginning of period	$7.53	$7.80	$7.89	$8.00	$8.26	$8.69	$9.157	$9.581	$9.801	$9.793
Value at end of period	$7.11	$7.53	$7.80	$7.89	$8.00	$8.256	$8.69	$9.157	$9.581	$9.801
ING OPPENHEIMER GLOBAL PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$7.01	$12.48	$12.77	$11.35
Value at end of period	$9.20	$7.01	$12.48	$12.77
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$8.10	$10.19	$10.22	$9.88
Value at end of period	$9.26	$8.10	$10.19	$10.22
ING OPPORUNISTIC LARGE CAP PORTFOLIO
(Funds were first received in this option during August 2009)
Value at beginning of period	$10.00
Value at end of period	$10.74
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$7.15	$11.61	$12.00	$10.75
Value at end of period	$8.36	$7.15	$11.61	$12.00
ING PIONEER HIGH YIELD PORTFOLIO
(Funds were first received in this option during September 2008)
Value at beginning of period	$7.30	$10.01
Value at end of period	$11.29	$7.30
ING RUSSELLTM LARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$10.75
Value at end of period	$12.32
ING RUSSELLTM LARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$10.74
Value at end of period	$12.35
ING SMALL COMPANY PORTFOLIO
Value at beginning of period	$11.29	$17.42	$17.49	$15.92	$15.35	$14.276	$11.041	$15.292	$15.634	$15.571
Value at end of period	$13.55	$11.29	$17.42	$17.49	$15.92	$15.35	$14.276	$11.041	$15.292	$15.634
ING STRATEGIC ALLOCATION CONSERVATIVE PORTFOLIO
Value at beginning of period	$7.02	$9.77	$9.82	$9.63	$9.86	$9.717	$9.09	$10.104	$11.004	$11.16
Value at end of period	$7.78	$7.02	$9.77	$9.82	$9.63	$9.863	$9.717	$9.09	$10.104	$11.004
ING STRATEGIC ALLOCATION GROWTH PORTFOLIO
(Funds were first received in this option during November 2001)
Value at beginning of period	$5.64	$9.38	$9.50	$8.92	$8.93	$8.479	$7.25	$8.938	$8.654
Value at end of period	$6.64	$5.64	$9.38	$9.50	$8.92	$8.928	$8.479	$7.25	$8.938

CFI 2

Condensed Financial Information (continued)
	2009	2008	2007	2006	2005	2004	2003	2002	2001	2000
ING STRATEGIC ALLOCATION MODERATE PORTFOLIO
Value at beginning of period	$5.77	$8.82	$8.90	$8.51	$8.64	$8.338	$7.42	$8.721	$9.971	$10.555
Value at end of period	$6.61	$5.77	$8.82	$8.90	$8.51	$8.64	$8.338	$7.42	$8.721	$9.971
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
Value at beginning of period	$5.81	$10.69	$10.35	$9.71	$9.72	$9.40	$7.633	$10.581	$12.531	$13.325
Value at end of period	$7.81	$5.81	$10.69	$10.35	$9.71	$9.721	$9.40	$7.633	$10.581	$12.531
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$6.24	$10.13
Value at end of period	$7.50	$6.24
ING THORNBURG VALUE PORTFOLIO
Value at beginning of period	$6.46	$11.40	$11.31	$10.29	$10.77	$10.151	$8.427	$12.829	$18.128	$20.438
Value at end of period	$8.79	$6.46	$11.40	$11.31	$10.29	$10.769	$10.151	$8.427	$12.829	$18.128
TABLE II
ASSUMED ANNUAL NET RETURN RATE OF 3.50%
(Selected data for accumulation units outstanding throughout each period)
	2009	2008	2007	2006	2005	2004	2003	2002	2001	2000
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Funds were first received in this option during November 2004)
Value at beginning of period	$6.57	$11.13	$11.17	$10.21	$10.17
Value at end of period	$8.18	$6.57	$11.13	$11.17	$10.21
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Funds were first received in this option during November 2004)
Value at beginning of period	$6.71	$12.63	$11.84	$11.32	$10.26
Value at end of period	$8.88	$6.71	$12.63	$11.84	$11.32
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Funds were first received in this option during November 2004)
Value at beginning of period	$8.43	$15.35	$13.48	$11.93	$10.34
Value at end of period	$11.45	$8.43	$15.35	$13.48	$11.93
ING BALANCED PORTFOLIO
Value at beginning of period	$11.87	$17.30	$17.18	$16.37	$16.46	$17.953	$15.829	$18.495	$17.774	$18.73
Value at end of period	$13.50	$11.87	$17.30	$17.18	$16.37	$16.455	$17.953	$15.829	$18.495	$17.774
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during April 2007)
Value at beginning of period	$5.57	$9.55	$10.03
Value at end of period	$6.93	$5.57	$9.55
ING EVERGREEN OMEGA PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$8.28	$11.95	$10.93	$10.97	$11.07
Value at end of period	$11.28	$8.28	$11.95	$10.93	$10.97
ING FMRSM DIVERSIFIED MID CAP PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$6.19	$10.02	$9.88	$10.21	$10.31
Value at end of period	$8.24	$6.19	$10.02	$9.88	$10.21
ING GROWTH AND INCOME PORTFOLIO
Value at beginning of period	$9.10	$15.29	$14.93	$13.70	$13.28	$60.225	$50.064	$69.952	$19.16	$22.55
Value at end of period	$11.31	$9.10	$15.29	$14.93	$13.70	$13.275	$60.225	$50.064	$69.952	$19.16

CFI 3

Condensed Financial Information (continued)
	2009	2008	2007	2006	2005	2004	2003	2002	2001	2000
ING INDEX PLUS LARGECAP PORTFOLIO
Value at beginning of period	$8.25	$12.89	$13.75	$12.58	$12.51	$11.86	$9.854	$13.16	$15.967	$18.467
Value at end of period	$9.70	$8.25	$12.89	$13.75	$12.58	$12.506	$11.86	$9.854	$13.16	$15.967
ING INTERMEDIATE BOND PORTFOLIO
Value at beginning of period	$11.07	$12.68	$12.54	$12.62	$12.83	$31.59	$31.145	$30.129	$11.788	$11.266
Value at end of period	$11.78	$11.07	$12.68	$12.54	$12.62	$12.826	$31.59	$31.145	$30.129	$11.788
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during August 2009)
Value at beginning of period	$12.23
Value at end of period	$13.11
ING LEGG MASON PARTNERS AGGRESSIVE GROWTH PORTFOLIO
Value at beginning of period	$4.43	$7.64	$8.15	$7.74	$7.28	$6.956	$5.276	$8.547	$11.976	$17.621
Value at end of period	$5.60	$4.43	$7.64	$8.15	$7.74	$7.278	$6.956	$5.276	$8.547	$11.976
ING MONEY MARKET PORTFOLIO
Value at beginning of period	$8.84	$9.03	$9.00	$8.99	$9.15	$9.492	$9.859	$10.167	$10.252	$10.098
Value at end of period	$8.46	$8.84	$9.03	$9.00	$8.99	$9.148	$9.492	$9.859	$10.167	$10.252
ING OPPENHEIMER GLOBAL PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$7.40	$12.99	$12.46	$11.23	$11.35
Value at end of period	$9.85	$7.40	$12.99	$12.46	$11.23
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$8.55	$10.60	$9.97	$9.77	$9.88
Value at end of period	$9.91	$8.55	$10.60	$9.97	$9.77
ING OPPORTUNISTIC LARGECAP PORTFOLIO
(Funds were first received in this option during August 2009)
Value at beginning of period	$12.23
Value at end of period	$10.80
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$7.53	$12.06	$11.72	$10.64	$10.75
Value at end of period	$8.95	$7.53	$12.06	$11.72	$10.64
ING PIONEER HIGH YIELD PORTFOLIO
(Funds were first received in this option during September 2008)
Value at beginning of period	$7.30	$10.01
Value at end of period	$11.51	$7.30
ING RUSSELLTM LARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$10.79
Value at end of period	$12.44
ING RUSSELLTM LARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$10.77
Value at end of period	$12.47
ING SMALL COMPANY PORTFOLIO
Value at beginning of period	$13.36	$10.05	$20.11	$18.05	$17.15	$15.722	$11.986	$16.362	$16.488	$16.189
Value at end of period	$16.27	$13.36	$10.05	$20.11	$18.05	$17.15	$15.722	$11.986	$16.362	$16.488
ING STRATEGIC ALLOCATION CONSERVATIVE PORTFOLIO
Value at beginning of period	$8.36	$11.47	$11.36	$10.99	$11.09	$10.77	$9.932	$10.882	$11.681	$11.678
Value at end of period	$9.40	$8.36	$11.47	$11.36	$10.99	$11.09	$10.77	$9.932	$10.882	$11.681

CFI 4

Condensed Financial Information (continued)
	2009	2008	2007	2006	2005	2004	2003	2002	2001	2000
ING STRATEGIC ALLOCATION GROWTH PORTFOLIO
Value at beginning of period	$6.53	$10.70	$10.68	$9.89	$9.76	$9.134	$7.698	$9.355	$11.085	$11.298
Value at end of period	$7.80	$6.53	$10.70	$10.68	$9.89	$9.757	$9.134	$7.698	$9.355	$11.085
ING STRATEGIC ALLOCATION MODERATE PORTFOLIO
Value at beginning of period	$6.77	$10.21	$10.15	$9.57	$9.57	$9.108	$7.989	$9.256	$10.429	$10.883
Value at end of period	$7.87	$6.77	$10.21	$10.15	$9.57	$9.573	$9.108	$7.989	$9.256	$10.429
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
Value at beginning of period	$6.80	$12.33	$11.76	$10.88	$10.74	$10.233	$8.191	$11.192	$13.064	$13.694
Value at end of period	$9.27	$6.80	$12.33	$11.76	$10.88	$10.736	$10.233	$8.191	$11.192	$13.064
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$6.24	$10.13
Value at end of period	$7.68	$6.24
ING THORNBURG VALUE PORTFOLIO
Value at beginning of period	$7.70	$13.40	$13.10	$11.75	$12.13	$11.266	$9.219	$13.834	$19.267	$21.414
Value at end of period	$10.64	$7.70	$13.40	$13.10	$11.75	$12.126	$11.266	$9.219	$13.834	$19.267
TABLE III
FOR THE FIVE YEAR GUARANTEED MINIMUM INCOME FEATURE
(Selected data for accumulation units outstanding throughout each period)
	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING BALANCED PORTFOLIO
(Funds were first received in this option during July 2001)
Value at beginning of period	$5.84	$8.59	$8.62	$8.30	$8.42	$8.148	$7.256	$8.902	$9.071
Value at end of period	$6.58	$5.84	$8.59	$8.62	$8.30	$8.421	$8.148	$7.256	$8.902
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during June 2003)
Value at beginning of period	$3.90	$6.63	$6.53	$6.06	$5.93	$5.788	$4.86
Value at end of period	$4.80	$3.90	$6.63	$6.53	$6.06	$5.926	$5.788
ING INDEX PLUS LARGECAP PORTFOLIO
(Funds were first received in this option during June 2001)
Value at beginning of period	$4.38	$7.39	$7.45	$6.88	$6.91	$6.617	$5.552	$8.148	$9.065
Value at end of period	$5.10	$4.38	$7.39	$7.45	$6.88	$6.911	$6.617	$5.552	$8.148
ING INTERMEDIATE BOND PORTFOLIO
(Funds were first received in this option during June 2001)
Value at beginning of period	$8.95	$10.35	$10.34	$10.51	$10.79	$10.891	$10.845	$11.057	$10.769
Value at end of period	$9.43	$8.95	$10.35	$10.34	$10.51	$10.789	$10.891	$10.845	$11.057
ING MONEY MARKET PORTFOLIO
(Funds were first received in this option during June 2001)
Value at beginning of period	$7.99	$8.23	$8.29	$8.37	$8.60	$9.005	$9.448	$10.28	$10.233
Value at end of period	$7.57	$7.99	$8.23	$8.29	$8.37	$8.597	$9.005	$9.448	$10.28
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$8.23	$10.32	$10.04	$9.80	$9.80
Value at end of period	$9.46	$8.23	$10.32	$10.04	$9.70

CFI 5

Condensed Financial Information (continued)
	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING RUSSELLTM LARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$10.75
Value at end of period	$12.47
ING STRATEGIC ALLOCATION CONSERVATIVE PORTFOLIO
(Funds were first received in this option during June 2003)
Value at beginning of period	$6.50	$9.00	$9.01	$8.80	$8.97	$8.793	$8.19
Value at end of period	$7.24	$6.50	$9.00	$9.01	$8.80	$8.97	$8.793
ING STRATEGIC ALLOCATION GROWTH PORTFOLIO
(Funds were first received in this option during April 2002)
Value at beginning of period	$5.15	$8.52	$8.59	$8.03	$8.00	$7.562	$6.438	$8.01
Value at end of period	$6.09	$5.15	$8.52	$8.59	$8.03	$8.002	$7.562	$6.438
ING STRATEGIC ALLOCATION MODERATE PORTFOLIO
(Funds were first received in this option during April 2002)
Value at beginning of period	$5.75	$8.75	$8.79	$8.37	$8.46	$8.12	$7.195	$8.53
Value at end of period	$6.62	$5.75	$8.75	$8.79	$8.37	$8.455	$8.12	$7.195

CFI 6

VARIABLE ANNUITY ACCOUNT B

OF

ING LIFE INSURANCE AND ANNUITY COMPANY

ING INCOME ANNUITY

Statement of Additional Information

Dated
April 30, 2010

Group Variable Annuity Contracts for Employer-Sponsored Deferred Compensation Plans

This Statement of Additional Information is not a prospectus and should be read in conjunction with the current
prospectus for Variable Annuity Account B (the “Separate Account”) dated April 30, 2010.

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

ING
Attn: Payout Services
One Orange Way
Windsor, CT 06095-4774
1-800-238-6273

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

GENERAL INFORMATION AND HISTORY

ING Life Insurance and Annuity Company (the “Company,” “we,” “us,” “our”) is a stock life insurance company
which was organized under the insurance laws of the State of Connecticut in 1976. Prior to January 1, 2002, the
Company was known as Aetna Life Insurance and Annuity Company. Through a merger, it succeeded to the
business of Aetna Variable Annuity Life Insurance Company (formerly Participating Annuity Life Insurance
Company organized in 1954).

The Company is an indirect wholly owned subsidiary of ING Groep N.V., a global financial institution active in the
fields of insurance, banking and asset management and is a direct, wholly owned subsidiary of Lion Connecticut
Holdings Inc. The Company is engaged in the business of issuing life insurance policies and annuity contracts. Our
Home Office is located at One Orange Way, Windsor, Connecticut 06095-4774.

The Company serves as the depositor for the separate account.

Other than the mortality and expense risk charge and administrative expense charge, described in the prospectus, all
expenses incurred in the operations of the separate account are borne by the Company. However, the Company does
receive compensation for certain administrative or distribution costs from the funds or affiliates of the funds used as
funding options under the contract. (See “Fees” in the prospectus).

The assets of the separate account are held by the Company. The separate account has no custodian. However, the
funds in whose shares the assets of the separate account are invested each have custodians, as discussed in their
respective prospectuses.

From this point forward, the term “contract(s)” refers only to those offered through the prospectus.

VARIABLE ANNUITY ACCOUNT B

Variable Annuity 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. 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 contract. 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, under all contracts, or under all plans.

A complete description of each fund, including its investment objective, policies, risks and fees and expenses, is
contained in the fund’s prospectus and statement of additional information.

OFFERING AND PURCHASE OF CONTRACTS

The Company’s subsidiary, ING Financial Advisers, LLC serves as the principal underwriter for contracts. ING
Financial Advisers, LLC, a Delaware limited liability company, is registered as a broker-dealer with the SEC. ING
Financial Advisers, LLC is also a member of the National Association of Securities Dealers, Inc. and the Securities
Investor Protection Corporation. ING Financial Advisers, LLC’s principal office is located at One Orange Way,
Windsor, Connecticut 06095-4774. The contracts are distributed through life insurance agents licensed to sell
variable annuities who are registered representatives of ING Financial Advisers, LLC or of other registered broker-
dealers who have entered into sales arrangements with ING Financial Advisers, LLC. The offering of the contracts
is continuous. A description of the manner in which contracts are purchased may be found in the prospectus under
the sections entitled “Contract Ownership and Rights” and “Your Account Value.”

Compensation paid to the principal underwriter, ING Financial Advisers, LLC, for the years ending December 31,
2009, 2008 and 2007 amounted to $1,658,134.85, $2,501,353.46 and $2,666,060.62, respectively. These amounts
reflect compensation paid to ING Financial Advisers, LLC attributable to regulatory and operating expenses
associated with the distribution of all registered variable annuity products issued by Variable Annuity Account B of
ING Life Insurance and Annuity Company.

2

INCOME PHASE PAYMENTS

When you begin receiving payments under the contract during the income phase (see “Income Phase” in the
prospectus), the value of your account is determined using accumulation unit values as of the tenth valuation before
the first income phase payment is due. Such value (less any applicable premium tax charge) is applied to provide
payments to you in accordance with the income phase payment option and investment options elected.

The annuity option tables found in the contract show, for each option, the amount of the first payment for each
$1,000 of value applied. Thereafter, variable payments fluctuate as the Annuity Unit value(s) fluctuates with the
investment experience of the selected investment option(s). The first and subsequent payments also vary depending
on the assumed net investment rate selected (3.5% or 5% per annum). Selection of a 5% rate causes a higher first
payment, but payments will increase thereafter only to the extent that the net investment rate increases by more than
5% on an annual basis. Payments would decline if the rate failed to increase by 5%. Use of the 3.5% assumed rate
causes a lower first income phase payment, but subsequent income phase payments would increase more rapidly or
decline more slowly as changes occur in the net investment rate.

When the income phase begins, the annuitant is credited with a fixed number of Annuity Units (which does not
change thereafter) in each of the designated investment options. This number is calculated by dividing (a) by (b),
where (a) is the amount of the first payment based upon a particular investment option, and (b) is the then current
Annuity Unit value for that investment option. As noted, Annuity Unit values fluctuate from one valuation to the
next (see “Account Value” in the prospectus); such fluctuations reflect changes in the net investment factor for the
appropriate subaccount(s) (with a ten day valuation lag which gives the Company time to process payments) and a
mathematical adjustment which offsets the assumed net investment rate of 3.5% or 5% per annum.

The operation of all these factors can be illustrated by the following hypothetical example. These procedures will be
performed separately for the investment options selected during the income phase.

EXAMPLE:

Assume that, at the date payments are to begin, there are 3,000 accumulation units credited under a
particular contract or account and that the value of an accumulation unit for the tenth valuation prior to
retirement was $13.650000. This produces a total value of $40,950.

Assume also that no premium tax charge is payable and that the annuity table in the contract provides, for the
payment option elected, a first monthly variable payment of $6.68 per $1,000 of value applied; the annuitant’s first
monthly payment would thus be 40.950 multiplied by $6.68, or $273.55.

Assume then that the value of an Annuity Unit upon the valuation on which the first payment was due was
$13.400000. When this value is divided into the first monthly payment, the number of Annuity Units is determined
to be 20.414. The value of this number of Annuity Units will be paid in each subsequent month.

Suppose there were 30 days between the initial and second payment valuation dates. If the net investment factor
with respect to the appropriate subaccount is 1.0032737 as of the tenth valuation preceding the due date of the
second monthly income phase payment, multiplying this factor by .9971779* = .9999058^30 (to take into account
30 days of the assumed net investment rate of 3.5% per annum built into the number of Annuity Units determined
above) produces a result of 1.000442. This is then multiplied by the Annuity Unit value for the prior valuation
($13.400000 from above) to produce an Annuity Unit value of $13.405928 for the valuation occurring when the
second income phase payment is due.

The second monthly income phase payment is then determined by multiplying the number of Annuity Units by the
current Annuity Unit value, or 20.414 times $13.405928, which produces a payment of $273.67.

*If an assumed net investment rate of 5% is elected, the appropriate factor to take into account such assumed rate
would be .9959968 = .9998663^30.

3

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
subaccounts 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 subaccount being compared.

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
subaccounts 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

The statements of assets and liabilities of Variable Annuity Account B as of December 31, 2009, and the related
statements of operations and changes in net assets for the periods disclosed in the financial statements, and the
consolidated financial statements of ING Life Insurance and Annuity Company as of December 31, 2009 and 2008,
and for each of the three years in the period ended December 31, 2009, included in the Statement of Additional
Information, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth
in their reports thereon appearing elsewhere herein, and are included in reliance upon such reports given on the
authority of such firm as experts in accounting and auditing.

The primary business address of Ernst & Young LLP is Suite 1000, 55 Ivan Allen Jr. Boulevard, Atlanta, GA
30308.

4

FINANCIAL STATEMENTS
Variable Annuity Account B of
ING Life Insurance and Annuity Company
Year ended December 31, 2009
with Report of Independent Registered Public Accounting Firm

                                                 This page intentionally left blank.

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Financial Statements
Year ended December 31, 2009

Contents
Report of Independent Registered Public Accounting Firm	1
Audited Financial Statements
Statements of Assets and Liabilities	4
Statements of Operations	32
Statements of Changes in Net Assets	64
Notes to Financial Statements	104

                                                     This page intentionally left blank.

Report of Independent Registered Public Accounting Firm

The Board of Directors and Participants
ING Life Insurance and Annuity Company

We have audited the accompanying statements of assets and liabilities of the investment divisions (the
“Divisions”) constituting Variable Annuity Account B of ING Life Insurance and Annuity Company (the
“Account”) as of December 31, 2009, and the related statements of operations and changes in net assets
for the periods disclosed in the financial statements. These financial statements are the responsibility of
the Account’s management. Our responsibility is to express an opinion on these financial statements
based on our audits. The Account is comprised of the following Divisions:

AIM Variable Insurance Funds:	ING Investors Trust (continued):
AIM V.I. Capital Appreciation Fund - Series I Shares	ING Franklin Income Portfolio - Service Class
AIM V.I. Core Equity Fund - Series I Shares	ING Franklin Mutual Shares Portfolio - Service Class
Calvert Variable Series, Inc.:	ING Global Resources Portfolio - Service Class
Calvert Social Balanced Portfolio	ING Growth and Income Portfolio II - Institutional Class
Federated Insurance Series:	ING Growth and Income Portfolio II - Service Class
Federated Capital Income Fund II	ING Index Plus International Equity Portfolio - Institutional
Federated Clover Value Fund II - Primary Shares	Class
Federated Equity Income Fund II	ING Index Plus International Equity Portfolio - Service Class
Federated Fund for U.S. Government Securities II	ING Janus Contrarian Portfolio - Service Class
Federated High Income Bond Fund II - Primary Shares	ING JPMorgan Emerging Markets Equity Portfolio - Institutional
Federated International Equity Fund II	Class
Federated Mid Cap Growth Strategies Fund II	ING JPMorgan Emerging Markets Equity Portfolio - Service
Federated Prime Money Fund II	Class
Fidelity® Variable Insurance Products:	ING JPMorgan Small Cap Core Equity Portfolio - Institutional
Fidelity® VIP Equity-Income Portfolio - Initial Class	Class
Fidelity® VIP Growth Portfolio - Initial Class	ING JPMorgan Small Cap Core Equity Portfolio - Service Class
Fidelity® VIP High Income Portfolio - Initial Class	ING JPMorgan Value Opportunities Portfolio - Institutional
Fidelity® VIP Overseas Portfolio - Initial Class	Class
Fidelity® Variable Insurance Products II:	ING JPMorgan Value Opportunities Portfolio - Service Class
Fidelity® VIP Contrafund® Portfolio - Initial Class	ING LifeStyle Aggressive Growth Portfolio - Service Class
Fidelity® VIP Index 500 Portfolio - Initial Class	ING LifeStyle Growth Portfolio - Service Class
Fidelity® Variable Insurance Products V:	ING LifeStyle Moderate Growth Portfolio - Service Class
Fidelity® VIP Investment Grade Bond Portfolio - Initial Class	ING LifeStyle Moderate Portfolio - Service Class
Franklin Templeton Variable Insurance Products Trust:	ING Lord Abbett Affiliated Portfolio - Institutional Class
Franklin Small Cap Value Securities Fund - Class 2	ING Lord Abbett Affiliated Portfolio - Service Class
ING Balanced Portfolio, Inc.:	ING Marsico Growth Portfolio - Service Class
ING Balanced Portfolio - Class I	ING Marsico International Opportunities Portfolio - Service
ING Intermediate Bond Portfolio:	Class
ING Intermediate Bond Portfolio - Class I	ING MFS Total Return Portfolio - Institutional Class
ING Investors Trust:	ING MFS Total Return Portfolio - Service Class
ING AllianceBernstein Mid Cap Growth Portfolio - Service Class	ING MFS Utilities Portfolio - Service Class
ING American Funds Growth Portfolio	ING Oppenheimer Main Street Portfolio® - Institutional Class
ING American Funds Growth-Income Portfolio	ING Oppenheimer Main Street Portfolio® - Service Class
ING American Funds International Portfolio	ING PIMCO High Yield Portfolio - Service Class
ING Artio Foreign Portfolio - Service Class	ING Pioneer Equity Income Portfolio - Institutional Class
ING BlackRock Large Cap Growth Portfolio - Institutional Class	ING Pioneer Fund Portfolio - Institutional Class
ING Clarion Global Real Estate Portfolio - Institutional Class	ING Pioneer Mid Cap Value Portfolio - Institutional Class
ING Clarion Global Real Estate Portfolio - Service Class	ING Pioneer Mid Cap Value Portfolio - Service Class
ING Clarion Real Estate Portfolio - Service Class	ING Retirement Growth Portfolio - Adviser Class
ING Evergreen Health Sciences Portfolio - Service Class	ING Retirement Moderate Growth Portfolio - Adviser Class
ING Evergreen Omega Portfolio - Institutional Class	ING Retirement Moderate Portfolio - Adviser Class
ING FMRSM Diversified Mid Cap Portfolio - Institutional Class	ING T. Rowe Price Capital Appreciation Portfolio - Service
ING FMRSM Diversified Mid Cap Portfolio - Service Class	Class

ING Investors Trust (continued):	ING Variable Insurance Trust (continued):
ING T. Rowe Price Equity Income Portfolio - Service Class	ING GET U.S. Core Portfolio - Series 11
ING Templeton Global Growth Portfolio - Service Class	ING GET U.S. Core Portfolio - Series 12
ING Van Kampen Capital Growth Portfolio - Institutional Class	ING GET U.S. Core Portfolio - Series 13
ING Van Kampen Growth and Income Portfolio - Service Class	ING GET U.S. Core Portfolio - Series 14
ING Wells Fargo Small Cap Disciplined Portfolio - Service Class	ING Variable Portfolios, Inc.:
ING Money Market Portfolio:	ING BlackRock Science and Technology Opportunities
ING Money Market Portfolio - Class I	Portfolio - Class I
ING Partners, Inc.:	ING Index Plus LargeCap Portfolio - Class I
ING American Century Small-Mid Cap Value Portfolio - Service	ING Index Plus MidCap Portfolio - Class I
Class	ING Index Plus SmallCap Portfolio - Class I
ING American Century Large Company Value Portfolio - Service	ING International Index Portfolio - Class I
Class	ING International Index Portfolio - Class S
ING Baron Asset Portfolio - Service Class	ING Opportunistic Large Cap Growth Portfolio - Class I
ING Baron Small Cap Growth Portfolio - Service Class	ING Opportunistic Large Cap Portfolio - Class I
ING Columbia Small Cap Value Portfolio - Service Class	ING Opportunistic Large Cap Portfolio - Class S
ING Davis New York Venture Portfolio - Service Class	ING Russell™ Large Cap Growth Index Portfolio - Class I
ING JPMorgan Mid Cap Value Portfolio - Service Class	ING Russell™ Large Cap Index Portfolio - Class I
ING Legg Mason Partners Aggressive Growth Portfolio - Initial	ING Russell™ Large Cap Value Index Portfolio - Class I
Class	ING Russell™ Large Cap Value Index Portfolio - Class S
ING Neuberger Berman Partners Portfolio - Initial Class	ING Russell™ Mid Cap Growth Index Portfolio - Class S
ING Neuberger Berman Partners Portfolio - Service Class	ING Russell™ Mid Cap Index Portfolio - Class I
ING Oppenheimer Global Portfolio - Initial Class	ING Russell™ Small Cap Index Portfolio - Class I
ING Oppenheimer Strategic Income Portfolio - Initial Class	ING Small Company Portfolio - Class I
ING Oppenheimer Strategic Income Portfolio - Service Class	ING U.S. Bond Index Portfolio - Class I
ING PIMCO Total Return Portfolio - Service Class	ING Variable Products Trust:
ING Pioneer High Yield Portfolio - Initial Class	ING International Value Portfolio - Class I
ING Solution 2015 Portfolio - Service Class	ING MidCap Opportunities Portfolio - Class I
ING Solution 2025 Portfolio - Service Class	ING MidCap Opportunities Portfolio - Class S
ING Solution 2035 Portfolio - Service Class	ING SmallCap Opportunities Portfolio - Class I
ING Solution 2045 Portfolio - Service Class	ING SmallCap Opportunities Portfolio - Class S
ING Solution Income Portfolio - Service Class	Janus Aspen Series:
ING T. Rowe Price Diversified Mid Cap Growth Portfolio -	Janus Aspen Series Balanced Portfolio - Institutional Shares
Initial Class	Janus Aspen Series Enterprise Portfolio - Institutional Shares
ING T. Rowe Price Growth Equity Portfolio - Initial Class	Janus Aspen Series Flexible Bond Portfolio - Institutional Shares
ING Templeton Foreign Equity Portfolio - Initial Class	Janus Aspen Series Janus Portfolio - Institutional Shares
ING Templeton Foreign Equity Portfolio - Service Class	Janus Aspen Series Worldwide Portfolio - Institutional Shares
ING Thornburg Value Portfolio - Initial Class	Lord Abbett Series Fund, Inc.:
ING UBS U.S. Large Cap Equity Portfolio - Initial Class	Lord Abbett Series Fund - Mid-Cap Value Portfolio - Class VC
ING Van Kampen Comstock Portfolio - Service Class	Oppenheimer Variable Account Funds:
ING Van Kampen Equity and Income Portfolio - Initial Class	Oppenheimer Global Securities/VA
ING Strategic Allocation Portfolios, Inc.:	Oppenheimer Main Street Fund®/VA
ING Strategic Allocation Conservative Portfolio - Class I	Oppenheimer Main Street Small Cap Fund®/VA
ING Strategic Allocation Growth Portfolio - Class I	Oppenheimer MidCap Fund/VA
ING Strategic Allocation Moderate Portfolio - Class I	PIMCO Variable Insurance Trust:
ING Variable Funds:	PIMCO Real Return Portfolio - Administrative Class
ING Growth and Income Portfolio - Class I	Pioneer Variable Contracts Trust:
ING Variable Insurance Trust:	Pioneer Emerging Markets VCT Portfolio - Class I
ING GET U.S. Core Portfolio - Series 3	Pioneer High Yield VCT Portfolio - Class I
ING GET U.S. Core Portfolio - Series 4	Premier VIT:
ING GET U.S. Core Portfolio - Series 5	Premier VIT OpCap Mid Cap Portfolio - Class I
ING GET U.S. Core Portfolio - Series 6	Wanger Advisors Trust:
ING GET U.S. Core Portfolio - Series 7	Wanger International
ING GET U.S. Core Portfolio - Series 8	Wanger Select
ING GET U.S. Core Portfolio - Series 9	Wanger USA
ING GET U.S. Core Portfolio - Series 10

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. We were not engaged
to perform an audit of the Account’s internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the Account’s internal control over financial reporting. Accordingly, we express no such opinion. An
audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. Our procedures included
confirmation of securities owned as of December 31, 2009, by correspondence with the transfer agents.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the
financial position of each of the respective Divisions constituting Variable Annuity Account B of ING
Life Insurance and Annuity Company at December 31, 2009, the results of their operations and changes in
their net assets for the periods disclosed in the financial statements, in conformity with U.S. generally
accepted accounting principles.

	/s/ Ernst & Young, LLP
Atlanta, Georgia
April 7, 2010

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Assets and Liabilities
December 31, 2009
(Dollars in thousands)

	AIM V.I.
	Capital				Federated
	Appreciation	AIM V.I. Core	Calvert Social	Federated	Clover Value
	Fund - Series I	Equity Fund -	Balanced	Capital Income	Fund II -
	Shares	Series I Shares	Portfolio	Fund II	Primary Shares
Assets
Investments in mutual funds
at fair value	$ 648	$ 1,552	$ 1,241	$ 1,537	$ 7,641
Total assets	648	1,552	1,241	1,537	7,641
Net assets	$ 648	$ 1,552	$ 1,241	$ 1,537	$ 7,641
Net assets
Accumulation units	$ 597	$ 1,334	$ 1,241	$ 1,530	$ 7,616
Contracts in payout (annuitization)
period	51	218	-	7	25
Total net assets	$ 648	$ 1,552	$ 1,241	$ 1,537	$ 7,641
Total number of shares	31,851	62,298	809,829	177,253	843,361
Cost of shares	$ 786	$ 1,569	$ 1,425	$ 1,551	$ 12,489

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

                                                                                  4

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Assets and Liabilities
December 31, 2009
(Dollars in thousands)

		Federated Fund	Federated High		Federated Mid
	Federated	for U.S.	Income Bond	Federated	Cap Growth
	Equity Income	Government	Fund II -	International	Strategies
	Fund II	Securities II	Primary Shares	Equity Fund II	Fund II
Assets
Investments in mutual funds
at fair value	$ 2,215	$ 1,615	$ 4,314	$ 1,595	$ 2,424
Total assets	2,215	1,615	4,314	1,595	2,424
Net assets	$ 2,215	$ 1,615	$ 4,314	$ 1,595	$ 2,424
Net assets
Accumulation units	$ 2,146	$ 1,615	$ 4,276	$ 1,580	$ 2,424
Contracts in payout (annuitization)
period	69	-	38	15	-
Total net assets	$ 2,215	$ 1,615	$ 4,314	$ 1,595	$ 2,424
Total number of shares	185,691	141,056	646,783	115,937	145,677
Cost of shares	$ 2,297	$ 1,574	$ 4,478	$ 1,406	$ 2,792

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

5

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Assets and Liabilities
December 31, 2009
(Dollars in thousands)

		Fidelity® VIP	Fidelity® VIP	Fidelity® VIP	Fidelity® VIP
	Federated	Equity-Income	Growth	High Income	Overseas
	Prime Money	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Fund II	Initial Class	Initial Class	Initial Class	Initial Class
Assets
Investments in mutual funds
at fair value	$ 1,502	$ 65,887	$ 8,618	$ 192	$ 5,452
Total assets	1,502	65,887	8,618	192	5,452
Net assets	$ 1,502	$ 65,887	$ 8,618	$ 192	$ 5,452
Net assets
Accumulation units	$ 1,502	$ 65,887	$ 8,618	$ -	$ 5,452
Contracts in payout (annuitization)
period	-	-	-	192	-
Total net assets	$ 1,502	$ 65,887	$ 8,618	$ 192	$ 5,452
Total number of shares	1,502,344	3,919,490	286,876	36,331	362,230
Cost of shares	$ 1,502	$ 92,546	$ 9,815	$ 166	$ 7,332

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

6

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Assets and Liabilities
December 31, 2009
(Dollars in thousands)

			Fidelity® VIP
	Fidelity® VIP	Fidelity® VIP	Investment	Franklin Small
	Contrafund®	Index 500	Grade Bond	Cap Value	ING Balanced
	Portfolio -	Portfolio -	Portfolio -	Securities	Portfolio -
	Initial Class	Initial Class	Initial Class	Fund - Class 2	Class I
Assets
Investments in mutual funds
at fair value	$ 126,570	$ 22,865	$ 914	$ 3,377	$ 80,515
Total assets	126,570	22,865	914	3,377	80,515
Net assets	$ 126,570	$ 22,865	$ 914	$ 3,377	$ 80,515
Net assets
Accumulation units	$ 126,570	$ 22,865	$ 914	$ 3,377	$ 57,205
Contracts in payout (annuitization)
period	-	-	-	-	23,310
Total net assets	$ 126,570	$ 22,865	$ 914	$ 3,377	$ 80,515
Total number of shares	6,138,224	191,148	73,211	264,436	7,726,973
Cost of shares	$ 168,030	$ 22,754	$ 926	$ 4,197	$ 97,507

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

7

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Assets and Liabilities
December 31, 2009
(Dollars in thousands)

	ING		ING American	ING American	ING Artio
	Intermediate	ING American Funds Growth-		Funds	Foreign
	Bond Portfolio -	Funds Growth	Income	International	Portfolio -
	Class I	Portfolio	Portfolio	Portfolio	Service Class
Assets
Investments in mutual funds
at fair value	$ 104,817	$ 14,407	$ 12,494	$ 16,435	$ 7,153
Total assets	104,817	14,407	12,494	16,435	7,153
Net assets	$ 104,817	$ 14,407	$ 12,494	$ 16,435	$ 7,153
Net assets
Accumulation units	$ 95,956	$ 12,336	$ 10,671	$ 14,238	$ 7,153
Contracts in payout (annuitization)
period	8,861	2,071	1,823	2,197	-
Total net assets	$ 104,817	$ 14,407	$ 12,494	$ 16,435	$ 7,153
Total number of shares	9,059,361	335,819	407,916	1,035,588	661,658
Cost of shares	$ 111,916	$ 18,324	$ 15,590	$ 19,964	$ 9,247

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

8

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Assets and Liabilities
December 31, 2009
(Dollars in thousands)

	ING BlackRock	ING Clarion
	Large Cap	Global Real	ING Clarion
	Growth	Estate	Global Real	ING Clarion	ING Evergreen
	Portfolio -	Portfolio -	Estate	Real Estate	Health Sciences
	Institutional	Institutional	Portfolio -	Portfolio -	Portfolio -
	Class	Class	Service Class	Service Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 24,319	$ 1,713	$ 1,118	$ 1,553	$ 283
Total assets	24,319	1,713	1,118	1,553	283
Net assets	$ 24,319	$ 1,713	$ 1,118	$ 1,553	$ 283
Net assets
Accumulation units	$ 22,503	$ 1,713	$ 1,118	$ 1,553	$ 283
Contracts in payout (annuitization)
period	1,816	-	-	-	-
Total net assets	$ 24,319	$ 1,713	$ 1,118	$ 1,553	$ 283
Total number of shares	2,804,937	185,003	121,280	87,497	27,518
Cost of shares	$ 33,016	$ 1,685	$ 1,402	$ 1,670	$ 268

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

9

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Assets and Liabilities
December 31, 2009
(Dollars in thousands)

	ING Evergreen	ING FMRSM
	Omega	Diversified Mid	ING FMRSM	ING Franklin	ING Franklin
	Portfolio -	Cap Portfolio -	Diversified Mid	Income	Mutual Shares
	Institutional	Institutional	Cap Portfolio -	Portfolio -	Portfolio -
	Class	Class	Service Class	Service Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 8,990	$ 16,149	$ 1,237	$ 4,595	$ 2,349
Total assets	8,990	16,149	1,237	4,595	2,349
Net assets	$ 8,990	$ 16,149	$ 1,237	$ 4,595	$ 2,349
Net assets
Accumulation units	$ 7,998	$ 14,371	$ 1,237	$ 4,595	$ 2,349
Contracts in payout (annuitization)
period	992	1,778	-	-	-
Total net assets	$ 8,990	$ 16,149	$ 1,237	$ 4,595	$ 2,349
Total number of shares	772,958	1,358,194	104,350	489,842	324,511
Cost of shares	$ 8,159	$ 18,330	$ 1,258	$ 4,850	$ 2,717

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

10

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Assets and Liabilities
December 31, 2009
(Dollars in thousands)

			ING JPMorgan		ING JPMorgan
			Emerging	ING JPMorgan	Small Cap Core
	ING Global	ING Janus	Markets Equity	Emerging	Equity
	Resources	Contrarian	Portfolio -	Markets Equity	Portfolio -
	Portfolio -	Portfolio -	Institutional	Portfolio -	Institutional
	Service Class	Service Class	Class	Service Class	Class
Assets
Investments in mutual funds
at fair value	$ 8,735	$ 1,347	$ 6,191	$ 8,208	$ 2,000
Total assets	8,735	1,347	6,191	8,208	2,000
Net assets	$ 8,735	$ 1,347	$ 6,191	$ 8,208	$ 2,000
Net assets
Accumulation units	$ 8,735	$ 1,347	$ 6,191	$ 8,208	$ 2,000
Contracts in payout (annuitization)
period	-	-	-	-	-
Total net assets	$ 8,735	$ 1,347	$ 6,191	$ 8,208	$ 2,000
Total number of shares	489,065	127,218	303,779	403,714	191,198
Cost of shares	$ 10,716	$ 1,038	$ 5,920	$ 7,943	$ 2,491

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

11

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Assets and Liabilities
December 31, 2009
(Dollars in thousands)

ING Lord
	ING JPMorgan	Abbett	ING Lord		ING Marsico
	Small Cap Core	Affiliated	Abbett	ING Marsico	International
	Equity	Portfolio -	Affiliated	Growth	Opportunities
	Portfolio -	Institutional	Portfolio -	Portfolio -	Portfolio -
	Service Class	Class	Service Class	Service Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 143	$ 3,183	$ 500	$ 1,595	$ 5,429
Total assets	143	3,183	500	1,595	5,429
Net assets	$ 143	$ 3,183	$ 500	$ 1,595	$ 5,429
Net assets
Accumulation units	$ 143	$ 3,183	$ 500	$ 1,595	$ 5,429
Contracts in payout (annuitization)
period	-	-	-	-	-
Total net assets	$ 143	$ 3,183	$ 500	$ 1,595	$ 5,429
Total number of shares	13,793	413,332	64,528	111,005	521,501
Cost of shares	$ 165	$ 4,346	$ 576	$ 1,669	$ 7,461

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

12

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Assets and Liabilities
December 31, 2009
(Dollars in thousands)

	ING MFS Total				ING Pioneer
	Return	ING MFS	ING MFS	ING PIMCO	Equity Income
	Portfolio -	Total Return	Utilities	High Yield	Portfolio -
	Institutional	Portfolio -	Portfolio -	Portfolio -	Institutional
	Class	Service Class	Service Class	Service Class	Class
Assets
Investments in mutual funds
at fair value	$ 46,669	$ 1,288	$ 2,238	$ 4,530	$ 3,102
Total assets	46,669	1,288	2,238	4,530	3,102
Net assets	$ 46,669	$ 1,288	$ 2,238	$ 4,530	$ 3,102
Net assets
Accumulation units	$ 46,669	$ 1,288	$ 2,238	$ 4,530	$ 3,102
Contracts in payout (annuitization)
period	-	-	-	-	-
Total net assets	$ 46,669	$ 1,288	$ 2,238	$ 4,530	$ 3,102
Total number of shares	3,416,491	94,010	186,537	469,479	446,932
Cost of shares	$ 57,464	$ 1,442	$ 2,645	$ 3,989	$ 3,804

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

13

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Assets and Liabilities
December 31, 2009
(Dollars in thousands)

					ING
		ING Pioneer		ING	Retirement
	ING Pioneer	Mid Cap Value	ING Pioneer	Retirement	Moderate
	Fund Portfolio -	Portfolio -	Mid Cap Value	Growth	Growth
	Institutional	Institutional	Portfolio -	Portfolio -	Portfolio -
	Class	Class	Service Class	Adviser Class	Adviser Class
Assets
Investments in mutual funds
at fair value	$ 11,381	$ 2,620	$ 737	$ 5,625	$ 7,664
Total assets	11,381	2,620	737	5,625	7,664
Net assets	$ 11,381	$ 2,620	$ 737	$ 5,625	$ 7,664
Net assets
Accumulation units	$ 8,237	$ 2,620	$ 737	$ 5,625	$ 7,664
Contracts in payout (annuitization)
period	3,144	-	-	-	-
Total net assets	$ 11,381	$ 2,620	$ 737	$ 5,625	$ 7,664
Total number of shares	1,169,702	278,990	78,613	598,427	793,324
Cost of shares	$ 13,104	$ 3,116	$ 748	$ 5,516	$ 7,539

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

14

	VARIABLE ANNUITY ACCOUNT B OF
	ING LIFE INSURANCE AND ANNUITY COMPANY
	Statements of Assets and Liabilities
		December 31, 2009
		(Dollars in thousands)
							ING Van
		ING	ING T. Rowe	ING T. Rowe			Kampen
		Retirement	Price Capital	Price Equity		ING Templeton	Growth and
		Moderate	Appreciation		Income	Global Growth	Income
		Portfolio -	Portfolio -		Portfolio -	Portfolio -	Portfolio -
	Adviser Class		Service Class	Service Class		Service Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 9,028		$ 11,020	$ 6,057		$ 489	$ 865
Total assets		9,028	11,020		6,057	489	865
Net assets	$ 9,028		$ 11,020	$ 6,057		$ 489	$ 865
Net assets
Accumulation units	$ 9,028		$ 11,020	$ 6,057		$ 489	$ 865
Contracts in payout (annuitization)
period		-	-		-	-	-
Total net assets	$ 9,028		$ 11,020	$ 6,057		$ 489	$ 865
Total number of shares		912,801	545,565		581,830	45,924	44,735
Cost of shares	$ 8,904		$ 11,782	$ 6,403		$ 605	$ 974

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

15

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Assets and Liabilities
December 31, 2009
(Dollars in thousands)

	ING Wells		ING American		ING Baron
	Fargo Small	ING Money	Century Small-	ING Baron	Small Cap
	Cap Disciplined	Market	Mid Cap Value	Asset	Growth
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Class I	Service Class	Service Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 316	$ 140,358	$ 1,309	$ 338	$ 3,335
Total assets	316	140,358	1,309	338	3,335
Net assets	$ 316	$ 140,358	$ 1,309	$ 338	$ 3,335
Net assets
Accumulation units	$ 316	$ 134,932	$ 1,309	$ 338	$ 3,335
Contracts in payout (annuitization)
period	-	5,426	-	-	-
Total net assets	$ 316	$ 140,358	$ 1,309	$ 338	$ 3,335
Total number of shares	39,060	140,357,613	133,566	35,860	222,632
Cost of shares	$ 252	$ 140,358	$ 1,198	$ 370	$ 3,720

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

16

	VARIABLE ANNUITY ACCOUNT B OF
	ING LIFE INSURANCE AND ANNUITY COMPANY
	Statements of Assets and Liabilities
		December 31, 2009
		(Dollars in thousands)
						ING Legg
						Mason
	ING Columbia					Partners		ING
		Small Cap	ING Davis New	ING JPMorgan		Aggressive		Oppenheimer
		Value	York Venture	Mid Cap Value		Growth		Global
		Portfolio -	Portfolio -		Portfolio -	Portfolio -		Portfolio -
	Service Class		Service Class	Service Class		Initial Class		Initial Class
Assets
Investments in mutual funds
at fair value	$ 663		$ 2,481	$ 1,764		$ 18,675		$ 91,664
Total assets		663	2,481		1,764		18,675	91,664
Net assets	$ 663		$ 2,481	$ 1,764		$ 18,675		$ 91,664
Net assets
Accumulation units	$ 663		$ 2,481	$ 1,764		$ 17,842		$ 88,583
Contracts in payout (annuitization)
period		-	-		-		833	3,081
Total net assets	$ 663		$ 2,481	$ 1,764		$ 18,675		$ 91,664
Total number of shares		78,874	155,713		155,168	480,581		7,531,973
Cost of shares	$ 762		$ 2,483	$ 2,205		$ 16,910		$ 96,977

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

17

	VARIABLE ANNUITY ACCOUNT B OF
	ING LIFE INSURANCE AND ANNUITY COMPANY
	Statements of Assets and Liabilities
		December 31, 2009
		(Dollars in thousands)
		ING	ING
	Oppenheimer		Oppenheimer
		Strategic	Strategic	ING PIMCO		ING Pioneer
		Income	Income	Total Return		High Yield		ING Solution
		Portfolio -	Portfolio -		Portfolio -	Portfolio -		2015 Portfolio -
		Initial Class	Service Class	Service Class		Initial Class		Service Class
Assets
Investments in mutual funds
at fair value	$ 43,730		$ 108	$ 14,338		$ 19,385		$ 3,305
Total assets		43,730	108		14,338		19,385	3,305
Net assets	$ 43,730		$ 108	$ 14,338		$ 19,385		$ 3,305
Net assets
Accumulation units	$ 40,811		$ -	$ 14,338		$ 17,337		$ 3,305
Contracts in payout (annuitization)
period		2,919	108		-		2,048	-
Total net assets	$ 43,730		$ 108	$ 14,338		$ 19,385		$ 3,305
Total number of shares		4,172,731	10,246		1,238,160	1,928,826		325,009
Cost of shares	$ 43,860		$ 91	$ 13,920		$ 16,479		$ 3,535

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

18

	VARIABLE ANNUITY ACCOUNT B OF
	ING LIFE INSURANCE AND ANNUITY COMPANY
	Statements of Assets and Liabilities
		December 31, 2009
		(Dollars in thousands)
								ING T. Rowe
								Price
						ING Solution		Diversified Mid
	ING Solution		ING Solution	ING Solution		Income		Cap Growth
	2025 Portfolio -		2035 Portfolio -	2045 Portfolio -		Portfolio -		Portfolio -
	Service Class		Service Class	Service Class		Service Class		Initial Class
Assets
Investments in mutual funds
at fair value	$ 2,009		$ 2,339	$ 1,200		$ 1,436		$ 42,125
Total assets		2,009	2,339		1,200		1,436	42,125
Net assets	$ 2,009		$ 2,339	$ 1,200		$ 1,436		$ 42,125
Net assets
Accumulation units	$ 2,009		$ 2,339	$ 1,200		$ 1,436		$ 42,125
Contracts in payout (annuitization)
period		-	-		-		-	-
Total net assets	$ 2,009		$ 2,339	$ 1,200		$ 1,436		$ 42,125
Total number of shares		202,362	233,707		119,954		138,700	6,277,998
Cost of shares	$ 2,047		$ 2,385	$ 1,240		$ 1,385		$ 48,934

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

19

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Assets and Liabilities
December 31, 2009
(Dollars in thousands)

	ING T. Rowe			ING UBS U.S.	ING Van
	Price Growth	ING Templeton	ING Thornburg	Large Cap	Kampen
	Equity	Foreign Equity	Value	Equity	Comstock
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Initial Class	Initial Class	Initial Class	Initial Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 31,789	$ 21,070	$ 17,350	$ 16,616	$ 1,025
Total assets	31,789	21,070	17,350	16,616	1,025
Net assets	$ 31,789	$ 21,070	$ 17,350	$ 16,616	$ 1,025
Net assets
Accumulation units	$ 27,720	$ 19,609	$ 14,828	$ 16,616	$ 1,025
Contracts in payout (annuitization)
period	4,069	1,461	2,522	-	-
Total net assets	$ 31,789	$ 21,070	$ 17,350	$ 16,616	$ 1,025
Total number of shares	681,428	2,025,941	594,577	2,061,576	114,407
Cost of shares	$ 32,431	$ 24,917	$ 15,832	$ 17,266	$ 1,220

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

20

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Assets and Liabilities
December 31, 2009
(Dollars in thousands)

	ING Van
	Kampen	ING Strategic	ING Strategic	ING Strategic
	Equity and	Allocation	Allocation	Allocation	ING Growth
	Income	Conservative	Growth	Moderate	and Income
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Initial Class	Class I	Class I	Class I	Class I
Assets
Investments in mutual funds
at fair value	$ 66,795	$ 8,694	$ 8,694	$ 10,045	$ 215,519
Total assets	66,795	8,694	8,694	10,045	215,519
Net assets	$ 66,795	$ 8,694	$ 8,694	$ 10,045	$ 215,519
Net assets
Accumulation units	$ 66,795	$ 6,108	$ 7,253	$ 7,490	$ 161,970
Contracts in payout (annuitization)
period	-	2,586	1,441	2,555	53,549
Total net assets	$ 66,795	$ 8,694	$ 8,694	$ 10,045	$ 215,519
Total number of shares	2,152,592	887,137	925,859	1,048,562	11,097,766
Cost of shares	$ 73,228	$ 10,290	$ 11,153	$ 13,183	$ 212,098

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

21

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Assets and Liabilities
December 31, 2009
(Dollars in thousands)

	ING GET U.S.	ING GET U.S.	ING GET U.S.	ING GET U.S.	ING GET U.S.
	Core Portfolio -	Core Portfolio -	Core Portfolio -	Core Portfolio -	Core Portfolio -
	Series 5	Series 6	Series 7	Series 8	Series 9
Assets
Investments in mutual funds
at fair value	$ 1,481	$ 18,495	$ 10,586	$ 8,683	$ 7,044
Total assets	1,481	18,495	10,586	8,683	7,044
Net assets	$ 1,481	$ 18,495	$ 10,586	$ 8,683	$ 7,044
Net assets
Accumulation units	$ 1,481	$ 18,495	$ 10,586	$ 8,683	$ 7,044
Contracts in payout (annuitization)
period	-	-	-	-	-
Total net assets	$ 1,481	$ 18,495	$ 10,586	$ 8,683	$ 7,044
Total number of shares	191,122	2,280,496	1,339,950	1,093,590	894,991
Cost of shares	$ 1,815	$ 21,993	$ 12,703	$ 10,427	$ 8,456

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

22

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Assets and Liabilities
December 31, 2009
(Dollars in thousands)

	ING GET U.S.	ING GET U.S.	ING GET U.S.	ING GET U.S.	ING GET U.S.
	Core Portfolio -	Core Portfolio -	Core Portfolio -	Core Portfolio -	Core Portfolio -
	Series 10	Series 11	Series 12	Series 13	Series 14
Assets
Investments in mutual funds
at fair value	$ 4,779	$ 6,024	$ 15,586	$ 14,452	$ 12,578
Total assets	4,779	6,024	15,586	14,452	12,578
Net assets	$ 4,779	$ 6,024	$ 15,586	$ 14,452	$ 12,578
Net assets
Accumulation units	$ 4,779	$ 6,024	$ 15,586	$ 14,452	$ 12,578
Contracts in payout (annuitization)
period	-	-	-	-	-
Total net assets	$ 4,779	$ 6,024	$ 15,586	$ 14,452	$ 12,578
Total number of shares	595,904	767,346	2,026,810	1,530,984	1,266,629
Cost of shares	$ 5,680	$ 7,113	$ 18,746	$ 15,385	$ 12,876

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

23

	VARIABLE ANNUITY ACCOUNT B OF
	ING LIFE INSURANCE AND ANNUITY COMPANY
	Statements of Assets and Liabilities
		December 31, 2009
		(Dollars in thousands)
	ING BlackRock
		Science and					ING
		Technology	ING Index Plus	ING Index Plus		ING Index Plus	International
	Opportunities		LargeCap		MidCap	SmallCap	Index
		Portfolio -	Portfolio -		Portfolio -	Portfolio -	Portfolio -
		Class I	Class I		Class I	Class I	Class I
Assets
Investments in mutual funds
at fair value	$ 5,656		$ 84,361	$ 9,299		$ 3,939	$ 11,857
Total assets		5,656	84,361		9,299	3,939	11,857
Net assets	$ 5,656		$ 84,361	$ 9,299		$ 3,939	$ 11,857
Net assets
Accumulation units	$ 5,656		$ 64,743	$ 9,299		$ 3,939	$ 10,666
Contracts in payout (annuitization)
period		-	19,618		-	-	1,191
Total net assets	$ 5,656		$ 84,361	$ 9,299		$ 3,939	$ 11,857
Total number of shares		1,129,012	6,792,352		723,696	341,904	1,444,228
Cost of shares	$ 5,389		$ 105,293	$ 12,279		$ 5,313	$ 10,888

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

24

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Assets and Liabilities
December 31, 2009
(Dollars in thousands)

	ING		ING	ING Russell™	ING Russell™	ING Russell™
	International		Opportunistic	Large Cap	Large Cap	Large Cap
	Index		Large Cap	Growth Index	Index	Value Index
	Portfolio -		Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Class S		Class I	Class I	Class I	Class I
Assets
Investments in mutual funds
at fair value	$ 42		$ 13,488	$ 28,908	$ 20,115	$ 10,184
Total assets		42	13,488	28,908	20,115	10,184
Net assets	$ 42		$ 13,488	$ 28,908	$ 20,115	$ 10,184
Net assets
Accumulation units	$ 42		$ 12,395	$ 28,491	$ 16,168	$ 10,184
Contracts in payout (annuitization)
period		-	1,093	417	3,947	-
Total net assets	$ 42		$ 13,488	$ 28,908	$ 20,115	$ 10,184
Total number of shares	5,177		1,405,022	2,251,397	2,255,026	805,094
Cost of shares	$ 39		$ 13,731	$ 24,555	$ 17,088	$ 8,602

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

25

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Assets and Liabilities
December 31, 2009
(Dollars in thousands)

	ING Russell™	ING Russell™		ING Russell™
	Large Cap	Mid Cap	ING Russell™	Small Cap	ING Small
	Value Index	Growth Index	Mid Cap Index	Index	Company
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Class S	Class S	Class I	Class I	Class I
Assets
Investments in mutual funds
at fair value	$ 1,568	$ 101	$ 159	$ 123	$ 30,900
Total assets	1,568	101	159	123	30,900
Net assets	$ 1,568	$ 101	$ 159	$ 123	$ 30,900
Net assets
Accumulation units	$ 1,568	$ 101	$ 159	$ 123	$ 26,373
Contracts in payout (annuitization)
period	-	-	-	-	4,527
Total net assets	$ 1,568	$ 101	$ 159	$ 123	$ 30,900
Total number of shares	124,084	7,677	17,085	12,556	2,085,036
Cost of shares	$ 1,330	$ 91	$ 133	$ 95	$ 38,984

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

26

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Assets and Liabilities
December 31, 2009
(Dollars in thousands)

ING
	ING U.S. Bond	International	ING MidCap	ING MidCap	ING SmallCap
	Index	Value	Opportunities	Opportunities	Opportunities
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Class I	Class I	Class I	Class S	Class I
Assets
Investments in mutual funds
at fair value	$ 675	$ 3,320	$ 523	$ 2,989	$ 320
Total assets	675	3,320	523	2,989	320
Net assets	$ 675	$ 3,320	$ 523	$ 2,989	$ 320
Net assets
Accumulation units	$ 675	$ 3,320	$ 523	$ 2,989	$ 320
Contracts in payout (annuitization)
period	-	-	-	-	-
Total net assets	$ 675	$ 3,320	$ 523	$ 2,989	$ 320
Total number of shares	64,986	392,428	57,870	337,359	19,872
Cost of shares	$ 667	$ 4,067	$ 442	$ 2,304	$ 232

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

27

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Assets and Liabilities
December 31, 2009
(Dollars in thousands)

			Janus Aspen	Janus Aspen
		Janus Aspen	Series	Series Flexible	Janus Aspen
	ING SmallCap     Series Balanced		Enterprise	Bond	Series Janus
	Opportunities	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Portfolio -	Institutional	Institutional	Institutional	Institutional
	Class S	Shares	Shares	Shares	Shares
Assets
Investments in mutual funds
at fair value	$ 2,004	$ 13	$ 2	$ 3	$ 2
Total assets	2,004	13	2	3	2
Net assets	$ 2,004	$ 13	$ 2	$ 3	$ 2
Net assets
Accumulation units	$ 2,004	$ 13	$ 2	$ 3	$ 2
Contracts in payout (annuitization)
period	-	-	-	-	-
Total net assets	$ 2,004	$ 13	$ 2	$ 3	$ 2
Total number of shares	127,233	496	58	231	81
Cost of shares	$ 2,268	$ 13	$ 2	$ 3	$ 2

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

28

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Assets and Liabilities
December 31, 2009
(Dollars in thousands)

	Janus Aspen
	Series	Lord Abbett
	Worldwide	Series Fund -			Oppenheimer
	Portfolio -	Mid-Cap Value	Oppenheimer	Oppenheimer	Main Street
	Institutional	Portfolio -	Global	Main Street	Small Cap
	Shares	Class VC	Securities/VA	Fund®/VA	Fund®/VA
Assets
Investments in mutual funds
at fair value	$ 1	$ 2,101	$ 62	$ 288	$ 586
Total assets	1	2,101	62	288	586
Net assets	$ 1	$ 2,101	$ 62	$ 288	$ 586
Net assets
Accumulation units	$ 1	$ 2,101	$ 62	$ -	$ 586
Contracts in payout (annuitization)
period	-	-	-	288	-
Total net assets	$ 1	$ 2,101	$ 62	$ 288	$ 586
Total number of shares	46	158,589	2,345	15,852	40,721
Cost of shares	$ 2	$ 2,873	$ 75	$ 367	$ 668

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

29

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Assets and Liabilities
December 31, 2009
(Dollars in thousands)

		PIMCO Real	Pioneer
		Return	Emerging	Pioneer High	Premier VIT
	Oppenheimer	Portfolio -	Markets VCT	Yield VCT	OpCap Mid
	MidCap	Administrative	Portfolio -	Portfolio -	Cap Portfolio -
	Fund/VA	Class	Class I	Class I	Class I
Assets
Investments in mutual funds
at fair value	$ 195	$ 8,712	$ 2,820	$ 551	$ 708
Total assets	195	8,712	2,820	551	708
Net assets	$ 195	$ 8,712	$ 2,820	$ 551	$ 708
Net assets
Accumulation units	$ -	$ 8,712	$ 2,820	$ 551	$ 708
Contracts in payout (annuitization)
period	195	-	-	-	-
Total net assets	$ 195	$ 8,712	$ 2,820	$ 551	$ 708
Total number of shares	5,337	700,333	103,158	57,800	59,360
Cost of shares	$ 194	$ 8,604	$ 2,465	$ 484	$ 608

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

30

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Assets and Liabilities
December 31, 2009
(Dollars in thousands)

Wanger
	International	Wanger Select	Wanger USA
Assets
Investments in mutual funds
at fair value	$ 1,413	$ 2,845	$ 432
Total assets	1,413	2,845	432
Net assets	$ 1,413	$ 2,845	$ 432
Net assets
Accumulation units	$ 1,413	$ 2,845	$ 432
Contracts in payout (annuitization)
period	-	-	-
Total net assets	$ 1,413	$ 2,845	$ 432
Total number of shares	47,622	123,444	15,755
Cost of shares	$ 1,356	$ 2,791	$ 376

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

31

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Operations
December 31, 2009
(Dollars in thousands)

	AIM V.I.
	Capital				Federated
	Appreciation	AIM V.I. Core	Calvert Social	Federated	Clover Value
	Fund - Series I	Equity Fund -	Balanced	Capital Income	Fund II -
	Shares	Series I Shares	Portfolio	Fund II	Primary Shares
Net investment income (loss)
Income:
Dividends	$ 4	$ 26	$ 24	$ 91	$ 206
Total investment income	4	26	24	91	206
Expenses:
Mortality and expense risk and
other charges	5	13	12	20	104
Total expenses	5	13	12	20	104
Net investment income (loss)	(1)	13	12	71	102
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(37)	(50)	(153)	(39)	(2,805)
Capital gains distributions	-	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(37)	(50)	(153)	(39)	(2,805)
Net unrealized appreciation
(depreciation) of investments	140	354	366	300	3,446
Net realized and unrealized gain (loss)
on investments	103	304	213	261	641
Net increase (decrease) in net assets
resulting from operations	$ 102	$ 317	$ 225	$ 332	$ 743

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

32

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Operations
December 31, 2009
(Dollars in thousands)

		Federated	Federated High		Federated Mid
	Federated	Fund for U.S.	Income Bond	Federated	Cap Growth
	Equity Income	Government	Fund II -	International	Strategies
	Fund II	Securities II	Primary Shares	Equity Fund II	Fund II
Net investment income (loss)
Income:
Dividends	$ 100	$ 89	$ 452	$ 42	$ -
Total investment income	100	89	452	42	-
Expenses:
Mortality and expense risk and
other charges	30	25	55	20	33
Total expenses	30	25	55	20	33
Net investment income (loss)	70	64	397	22	(33)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(45)	2	(288)	(85)	(359)
Capital gains distributions	-	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(45)	2	(288)	(85)	(359)
Net unrealized appreciation
(depreciation) of investments	222	(2)	1,488	520	957
Net realized and unrealized gain (loss)
on investments	177	-	1,200	435	598
Net increase (decrease) in net assets
resulting from operations	$ 247	$ 64	$ 1,597	$ 457	$ 565

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

33

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Operations
December 31, 2009
(Dollars in thousands)

			Fidelity® VIP	Fidelity® VIP	Fidelity® VIP	Fidelity® VIP
	Federated		Equity-Income	Growth	High Income	Overseas
	Prime Money		Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Fund II		Initial Class	Initial Class	Initial Class	Initial Class
Net investment income (loss)
Income:
Dividends	$ 8		$ 1,326	$ 34	$ 14	$ 103
Total investment income		8	1,326	34	14	103
Expenses:
Mortality and expense risk and
other charges		24	719	70	3	42
Total expenses		24	719	70	3	42
Net investment income (loss)		(16)	607	(36)	11	61
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		-	(7,749)	(419)	(5)	(787)
Capital gains distributions		-	-	7	-	15
Total realized gain (loss) on investments
and capital gains distributions		-	(7,749)	(412)	(5)	(772)
Net unrealized appreciation
(depreciation) of investments		-	21,907	2,369	62	1,782
Net realized and unrealized gain (loss)
on investments		-	14,158	1,957	57	1,010
Net increase (decrease) in net assets
resulting from operations	$ (16)		$ 14,765	$ 1,921	$ 68	$ 1,071

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

34

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Operations
December 31, 2009
(Dollars in thousands)

			Fidelity® VIP
	Fidelity® VIP	Fidelity® VIP	Investment	Franklin Small
	Contrafund®	Index 500	Grade Bond	Cap Value	ING Balanced
	Portfolio -	Portfolio -	Portfolio -	Securities	Portfolio -
	Initial Class	Initial Class	Initial Class	Fund - Class 2	Class I
Net investment income (loss)
Income:
Dividends	$ 1,535	$ 519	$ 79	$ 47	$ 3,562
Total investment income	1,535	519	79	47	3,562
Expenses:
Mortality and expense risk and
other charges	1,295	288	13	25	917
Total expenses	1,295	288	13	25	917
Net investment income (loss)	240	231	66	22	2,645
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(7,310)	(579)	(5)	(390)	(3,562)
Capital gains distributions	30	485	4	128	-
Total realized gain (loss) on investments
and capital gains distributions	(7,280)	(94)	(1)	(262)	(3,562)
Net unrealized appreciation
(depreciation) of investments	40,198	4,408	53	973	13,330
Net realized and unrealized gain (loss)
on investments	32,918	4,314	52	711	9,768
Net increase (decrease) in net assets
resulting from operations	$ 33,158	$ 4,545	$ 118	$ 733	$ 12,413

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

35

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Operations
December 31, 2009
(Dollars in thousands)

	ING	ING
	Intermediate	AllianceBernstein		ING American	ING American
	Bond	Mid Cap Growth	ING American	Funds Growth-	Funds
	Portfolio -	Portfolio - Service	Funds Growth	Income	International
	Class I	Class	Portfolio	Portfolio	Portfolio
Net investment income (loss)
Income:
Dividends	$ 6,755	$ -	$ 249	$ 269	$ 512
Total investment income	6,755	-	249	269	512
Expenses:
Mortality and expense risk and
other charges	1,238	1	159	140	175
Total expenses	1,238	1	159	140	175
Net investment income (loss)	5,517	(1)	90	129	337
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(5,029)	(53)	(2,097)	(1,206)	(1,646)
Capital gains distributions	-	-	1,705	844	2,352
Total realized gain (loss) on investments
and capital gains distributions	(5,029)	(53)	(392)	(362)	706
Net unrealized appreciation
(depreciation) of investments	10,087	71	4,367	3,133	3,731
Net realized and unrealized gain (loss)
on investments	5,058	18	3,975	2,771	4,437
Net increase (decrease) in net assets
resulting from operations	$ 10,575	$ 17	$ 4,065	$ 2,900	$ 4,774

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

36

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Operations
December 31, 2009
(Dollars in thousands)

		ING BlackRock	ING Clarion
		Large Cap	Global Real		ING Clarion
	ING Artio	Growth	Estate		Global Real	ING Clarion
	Foreign	Portfolio -	Portfolio -		Estate	Real Estate
	Portfolio -	Institutional	Institutional		Portfolio -	Portfolio -
	Service Class	Class	Class		Service Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 248	$ 133	$ 28		$ 24	$ 42
Total investment income	248	133		28	24	42
Expenses:
Mortality and expense risk and
other charges	62	267		9	11	9
Total expenses	62	267		9	11	9
Net investment income (loss)	186	(134)		19	13	33
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(2,259)	(2,825)		(163)	(226)	(394)
Capital gains distributions	-	-		-	-	26
Total realized gain (loss) on investments
and capital gains distributions	(2,259)	(2,825)		(163)	(226)	(368)
Net unrealized appreciation
(depreciation) of investments	3,193	8,637		477	485	696
Net realized and unrealized gain (loss)
on investments	934	5,812		314	259	328
Net increase (decrease) in net assets
resulting from operations	$ 1,120	$ 5,678	$ 333		$ 272	$ 361

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

37

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Operations
December 31, 2009
(Dollars in thousands)

		ING Evergreen	ING FMRSM
	ING Evergreen	Omega	Diversified Mid	ING FMRSM	ING Franklin
	Health Sciences	Portfolio -	Cap Portfolio -	Diversified Mid	Income
	Portfolio -	Institutional	Institutional	Cap Portfolio -	Portfolio -
	Service Class	Class	Class	Service Class	Service Class
Net investment income (loss)
Income:
Dividends	$ -	$ 39	$ 99	$ 5	$ 254
Total investment income	-	39	99	5	254
Expenses:
Mortality and expense risk and
other charges	4	97	178	8	48
Total expenses	4	97	178	8	48
Net investment income (loss)	(4)	(58)	(79)	(3)	206
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(196)	(234)	(1,834)	(108)	(474)
Capital gains distributions	-	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(196)	(234)	(1,834)	(108)	(474)
Net unrealized appreciation
(depreciation) of investments	239	2,959	6,478	425	1,308
Net realized and unrealized gain (loss)
on investments	43	2,725	4,644	317	834
Net increase (decrease) in net assets
resulting from operations	$ 39	$ 2,667	$ 4,565	$ 314	$ 1,040

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

38

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Operations
December 31, 2009
(Dollars in thousands)

					ING Index Plus
			ING Growth		International
	ING Franklin	ING Global	and Income	ING Growth	Equity
	Mutual Shares	Resources	Portfolio II -	and Income	Portfolio -
	Portfolio -	Portfolio -	Institutional	Portfolio II -	Institutional
	Service Class	Service Class	Class	Service Class	Class
Net investment income (loss)
Income:
Dividends	$ 3	$ 23	$ 235	$ 5	$ 617
Total investment income	3	23	235	5	617
Expenses:
Mortality and expense risk and
other charges	24	70	48	1	65
Total expenses	24	70	48	1	65
Net investment income (loss)	(21)	(47)	187	4	552
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(234)	(1,006)	(9,466)	(237)	(10,801)
Capital gains distributions	-	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(234)	(1,006)	(9,466)	(237)	(10,801)
Net unrealized appreciation
(depreciation) of investments	726	3,285	10,270	252	11,730
Net realized and unrealized gain (loss)
on investments	492	2,279	804	15	929
Net increase (decrease) in net assets
resulting from operations	$ 471	$ 2,232	$ 991	$ 19	$ 1,481

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

39

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Operations
December 31, 2009
(Dollars in thousands)

			ING JPMorgan		ING JPMorgan
	ING Index Plus		Emerging	ING JPMorgan	Small Cap Core
	International	ING Janus	Markets Equity	Emerging	Equity
	Equity	Contrarian	Portfolio -	Markets Equity	Portfolio -
	Portfolio -	Portfolio -	Institutional	Portfolio -	Institutional
	Service Class	Service Class	Class	Service Class	Class
Net investment income (loss)
Income:
Dividends	$ 38	$ 7	$ 71	$ 75	$ 14
Total investment income	38	7	71	75	14
Expenses:
Mortality and expense risk and
other charges	3	8	58	48	22
Total expenses	3	8	58	48	22
Net investment income (loss)	35	(1)	13	27	(8)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(621)	(37)	(1,259)	(597)	(260)
Capital gains distributions	-	-	-	-	42
Total realized gain (loss) on investments
and capital gains distributions	(621)	(37)	(1,259)	(597)	(218)
Net unrealized appreciation
(depreciation) of investments	691	356	3,503	3,534	645
Net realized and unrealized gain (loss)
on investments	70	319	2,244	2,937	427
Net increase (decrease) in net assets
resulting from operations	$ 105	$ 318	$ 2,257	$ 2,964	$ 419

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

40

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Operations
December 31, 2009
(Dollars in thousands)

		ING JPMorgan
	ING JPMorgan	Value	ING JPMorgan	ING LifeStyle
	Small Cap Core	Opportunities	Value	Aggressive	ING LifeStyle
	Equity	Portfolio -	Opportunities	Growth	Growth
	Portfolio -	Institutional	Portfolio -	Portfolio -	Portfolio -
	Service Class	Class	Service Class	Service Class	Service Class
Net investment income (loss)
Income:
Dividends	$                             -	$ 549	$                          78	$                          39	$                   194
Total investment income	-	549	78	39	194
Expenses:
Mortality and expense risk and
other charges	1	60	10	11	43
Total expenses	1	60	10	11	43
Net investment income (loss)	(1)	489	68	28	151
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(7)	(7,744)	(1,058)	(594)	(2,207)
Capital gains distributions	3	-	-	17	90
Total realized gain (loss) on investments
and capital gains distributions	(4)	(7,744)	(1,058)	(577)	(2,117)
Net unrealized appreciation
(depreciation) of investments	32	7,825	1,092	803	2,830
Net realized and unrealized gain (loss)
on investments	28	81	34	226	713
Net increase (decrease) in net assets
resulting from operations	$                          27	$                        570	$                       102	$                       254	$                   864

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

41

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Operations
December 31, 2009
(Dollars in thousands)

			ING Lord
	ING LifeStyle		Abbett	ING Lord
	Moderate	ING LifeStyle	Affiliated	Abbett	ING Marsico
	Growth	Moderate	Portfolio -	Affiliated	Growth
	Portfolio -	Portfolio -	Institutional	Portfolio -	Portfolio -
	Service Class	Service Class	Class	Service Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 354	$ 458	$ 30	$ 3	$ 13
Total investment income	354	458	30	3	13
Expenses:
Mortality and expense risk and
other charges	67	80	28	6	13
Total expenses	67	80	28	6	13
Net investment income (loss)	287	378	2	(3)	-
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(2,572)	(1,700)	(1,358)	(157)	(278)
Capital gains distributions	138	102	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(2,434)	(1,598)	(1,358)	(157)	(278)
Net unrealized appreciation
(depreciation) of investments	3,476	2,586	1,854	244	650
Net realized and unrealized gain (loss)
on investments	1,042	988	496	87	372
Net increase (decrease) in net assets
resulting from operations	$ 1,329	$ 1,366	$ 498	$ 84	$ 372

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

42

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Operations
December 31, 2009
(Dollars in thousands)

					ING
	ING Marsico	ING MFS Total			Oppenheimer
	International	Return	ING MFS Total	ING MFS	Main Street
	Opportunities	Portfolio -	Return	Utilities	Portfolio® -
	Portfolio -	Institutional	Portfolio -	Portfolio -	Institutional
	Service Class	Class	Service Class	Service Class	Class
Net investment income (loss)
Income:
Dividends	$ 65	$ 1,215	$ 30	$ 110	$ 11
Total investment income	65	1,215	30	110		11
Expenses:
Mortality and expense risk and
other charges	59	567	9	18		9
Total expenses	59	567	9	18		9
Net investment income (loss)	6	648	21	92		2
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(1,112)	(4,970)	(235)	(645)		(730)
Capital gains distributions	-	-	-	-		-
Total realized gain (loss) on investments
and capital gains distributions	(1,112)	(4,970)	(235)	(645)		(730)
Net unrealized appreciation
(depreciation) of investments	2,678	11,208	375	1,101		791
Net realized and unrealized gain (loss)
on investments	1,566	6,238	140	456		61
Net increase (decrease) in net assets
resulting from operations	$ 1,572	$ 6,886	$ 161	$ 548	$ 63

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

43

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Operations
December 31, 2009
(Dollars in thousands)

	ING			ING Pioneer	ING Pioneer	ING Pioneer
	Oppenheimer		ING PIMCO	Equity Income	Fund	Mid Cap Value
	Main Street		High Yield	Portfolio -	Portfolio -	Portfolio -
	Portfolio® -		Portfolio -	Institutional	Institutional	Institutional
	Service Class		Service Class	Class	Class	Class
Net investment income (loss)
Income:
Dividends	$ 1		$ 262	$ -	$ 148	$ 35
Total investment income		1	262	-	148	35
Expenses:
Mortality and expense risk and
other charges		-	36	26	123	20
Total expenses		-	36	26	123	20
Net investment income (loss)		1	226	(26)	25	15
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(53)	(214)	(842)	(695)	(356)
Capital gains distributions		-	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions		(53)	(214)	(842)	(695)	(356)
Net unrealized appreciation
(depreciation) of investments		61	1,210	1,187	2,808	867
Net realized and unrealized gain (loss)
on investments		8	996	345	2,113	511
Net increase (decrease) in net assets
resulting from operations	$ 9		$ 1,222	$ 319	$ 2,138	$ 526

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

44

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Operations
December 31, 2009
(Dollars in thousands)

				ING
		ING		Retirement		ING		ING T. Rowe
	ING Pioneer	Retirement		Moderate		Retirement		Price Capital
	Mid Cap Value	Growth		Growth		Moderate		Appreciation
	Portfolio -	Portfolio -		Portfolio -		Portfolio -		Portfolio -
	Service Class	Adviser Class		Adviser Class		Adviser Class		Service Class
Net investment income (loss)
Income:
Dividends	$ 8	$ -		$ -		$ -		$ 184
Total investment income	8		-		-		-	184
Expenses:
Mortality and expense risk and
other charges	8		13		17		21	80
Total expenses	8		13		17		21	80
Net investment income (loss)	-		(13)		(17)		(21)	104
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(253)		3		3		3	(1,192)
Capital gains distributions	-		-		-		-	-
Total realized gain (loss) on investments
and capital gains distributions	(253)		3		3		3	(1,192)
Net unrealized appreciation
(depreciation) of investments	378		109		125		124	3,633
Net realized and unrealized gain (loss)
on investments	125		112		128		127	2,441
Net increase (decrease) in net assets
resulting from operations	$ 125	$ 99		$ 111		$ 106		$ 2,545

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

45

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Operations
December 31, 2009
(Dollars in thousands)

			ING Van	ING Van
	ING T. Rowe		Kampen	Kampen	ING Wells
	Price Equity	ING Templeton	Capital Growth	Growth and	Fargo Small
	Income	Global Growth	Portfolio -	Income	Cap Disciplined
	Portfolio -	Portfolio -	Institutional	Portfolio -	Portfolio -
	Service Class	Service Class	Class	Service Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 93	$ 10	$ 235	$ 10	$ 2
Total investment income	93	10	235	10	2
Expenses:
Mortality and expense risk and
other charges	48	6	174	7	3
Total expenses	48	6	174	7	3
Net investment income (loss)	45	4	61	3	(1)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(1,167)	(101)	(16,197)	(205)	(53)
Capital gains distributions	-	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(1,167)	(101)	(16,197)	(205)	(53)
Net unrealized appreciation
(depreciation) of investments	2,239	215	21,468	373	134
Net realized and unrealized gain (loss)
on investments	1,072	114	5,271	168	81
Net increase (decrease) in net assets
resulting from operations	$ 1,117	$ 118	$ 5,332	$ 171	$ 80

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

46

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Operations
December 31, 2009
(Dollars in thousands)

		ING American
		Century Large	ING American			ING Baron
	ING Money	Company	Century Small-	ING Baron		Small Cap
	Market	Value	Mid Cap Value	Asset		Growth
	Portfolio -	Portfolio -	Portfolio -	Portfolio -		Portfolio -
	Class I	Service Class	Service Class	Service Class		Service Class
Net investment income (loss)
Income:
Dividends	$ 521	$ 3	$ 22	$ -		$ -
Total investment income	521	3	22		-	-
Expenses:
Mortality and expense risk and
other charges	2,142	1	10		2	27
Total expenses	2,142	1	10		2	27
Net investment income (loss)	(1,621)	2	12		(2)	(27)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	-	(20)	(248)		(23)	(275)
Capital gains distributions	73	-	-		-	-
Total realized gain (loss) on investments
and capital gains distributions	73	(20)	(248)		(23)	(275)
Net unrealized appreciation
(depreciation) of investments	-	19	626		107	1,154
Net realized and unrealized gain (loss)
on investments	73	(1)	378		84	879
Net increase (decrease) in net assets
resulting from operations	$ (1,548)	$ 1	$ 390	$ 82		$ 852

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

47

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Operations
December 31, 2009
(Dollars in thousands)

				ING Legg
				Mason
	ING Columbia			Partners	ING Neuberger
	Small Cap	ING Davis New	ING JPMorgan	Aggressive	Berman
	Value	York Venture	Mid Cap Value	Growth	Partners
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Service Class	Initial Class	Initial Class
Net investment income (loss)
Income:
Dividends	$ 9	$ 15	$ 20	$ -	$ 563
Total investment income	9	15	20	-	563
Expenses:
Mortality and expense risk and
other charges	8	24	13	212	97
Total expenses	8	24	13	212	97
Net investment income (loss)	1	(9)	7	(212)	466
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(114)	(548)	(181)	439	(10,941)
Capital gains distributions	-	-	24	-	-
Total realized gain (loss) on investments
and capital gains distributions	(114)	(548)	(157)	439	(10,941)
Net unrealized appreciation
(depreciation) of investments	254	1,202	496	4,349	12,537
Net realized and unrealized gain (loss)
on investments	140	654	339	4,788	1,596
Net increase (decrease) in net assets
resulting from operations	$ 141	$ 645	$ 346	$ 4,576	$ 2,062

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

48

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Operations
December 31, 2009
(Dollars in thousands)

			ING	ING
	ING Neuberger	ING	Oppenheimer	Oppenheimer
	Berman	Oppenheimer	Strategic	Strategic		ING PIMCO
	Partners	Global	Income	Income		Total Return
	Portfolio -	Portfolio -	Portfolio -	Portfolio -		Portfolio -
	Service Class	Initial Class	Initial Class	Service Class		Service Class
Net investment income (loss)
Income:
Dividends	$ 6	$ 1,991	$ 1,665	$ 4		$ 397
Total investment income	6	1,991	1,665		4	397
Expenses:
Mortality and expense risk and
other charges	1	948	509		1	103
Total expenses	1	948	509		1	103
Net investment income (loss)	5	1,043	1,156		3	294
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(22)	(2,933)	(694)		(1)	43
Capital gains distributions	-	1,438	-		-	439
Total realized gain (loss) on investments
and capital gains distributions	(22)	(1,495)	(694)		(1)	482
Net unrealized appreciation
(depreciation) of investments	38	26,495	7,170		20	555
Net realized and unrealized gain (loss)
on investments	16	25,000	6,476		19	1,037
Net increase (decrease) in net assets
resulting from operations	$ 21	$ 26,043	$ 7,632	$ 22		$ 1,331

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

49

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Operations
December 31, 2009
(Dollars in thousands)

	ING Pioneer
	High Yield	ING Solution	ING Solution	ING Solution	ING Solution
	Portfolio -	2015 Portfolio -	2025 Portfolio -	2035 Portfolio -	2045 Portfolio -
	Initial Class	Service Class	Service Class	Service Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 1,256	$ 113	$ 56	$ 52	$ 23
Total investment income	1,256	113	56	52	23
Expenses:
Mortality and expense risk and
other charges	202	23	11	12	7
Total expenses	202	23	11	12	7
Net investment income (loss)	1,054	90	45	40	16
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(769)	(126)	(258)	(122)	(35)
Capital gains distributions	-	26	1	2	8
Total realized gain (loss) on investments
and capital gains distributions	(769)	(100)	(257)	(120)	(27)
Net unrealized appreciation
(depreciation) of investments	7,802	565	574	526	269
Net realized and unrealized gain (loss)
on investments	7,033	465	317	406	242
Net increase (decrease) in net assets
resulting from operations	$ 8,087	$ 555	$ 362	$ 446	$ 258

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

50

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
	Statements of Operations
	December 31, 2009
	(Dollars in thousands)
		ING T. Rowe
		Price	ING T. Rowe			ING
	ING Solution	Diversified Mid	Price Growth	ING Templeton		Templeton
	Income	Cap Growth	Equity	Foreign Equity Foreign Equity
	Portfolio -	Portfolio -	Portfolio -		Portfolio -	Portfolio -
	Service Class	Initial Class	Initial Class		Initial Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 82	$ 157	$ 47	$ -		$ -
Total investment income	82	157	47		-		-
Expenses:
Mortality and expense risk and
other charges	11	422	350		211		-
Total expenses	11	422	350		211		-
Net investment income (loss)	71	(265)	(303)		(211)		-
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(140)	(2,117)	376		(2,245)		-
Capital gains distributions	6	-	-		-		-
Total realized gain (loss) on investments
and capital gains distributions	(134)	(2,117)	376		(2,245)		-
Net unrealized appreciation
(depreciation) of investments	264	15,853	9,652		7,347		-
Net realized and unrealized gain (loss)
on investments	130	13,736	10,028		5,102		-
Net increase (decrease) in net assets
resulting from operations	$ 201	$ 13,471	$ 9,725	$ 4,891		$ -

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

51

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Operations
December 31, 2009
(Dollars in thousands)

	ING	ING UBS U.S.	ING Van	ING Van	ING Strategic
	Thornburg	Large Cap	Kampen	Kampen Equity	Allocation
	Value	Equity	Comstock	and Income	Conservative
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Initial Class	Initial Class	Service Class	Initial Class	Class I
Net investment income (loss)
Income:
Dividends	$ 174	$ 222	$ 22	$ 1,197	$ 678
Total investment income	174	222	22	1,197	678
Expenses:
Mortality and expense risk and
other charges	169	186	9	761	105
Total expenses	169	186	9	761	105
Net investment income (loss)	5	36	13	436	573
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	65	(655)	(475)	(3,284)	(886)
Capital gains distributions	-	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	65	(655)	(475)	(3,284)	(886)
Net unrealized appreciation
(depreciation) of investments	5,152	4,612	691	15,032	1,547
Net realized and unrealized gain (loss)
on investments	5,217	3,957	216	11,748	661
Net increase (decrease) in net assets
resulting from operations	$ 5,222	$ 3,993	$ 229	$ 12,184	$ 1,234

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

52

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Operations
December 31, 2009
(Dollars in thousands)

	ING Strategic	ING Strategic
	Allocation	Allocation	ING Growth
	Growth	Moderate	and Income	ING GET U.S.	ING GET U.S.
	Portfolio -	Portfolio -	Portfolio -	Core Portfolio -	Core Portfolio -
	Class I	Class I	Class I	Series 3	Series 4
Net investment income (loss)
Income:
Dividends	$ 850	$ 858	$ 2,868	$ 335	$ 102
Total investment income	850	858	2,868	335	102
Expenses:
Mortality and expense risk and
other charges	96	115	2,107	60	20
Total expenses	96	115	2,107	60	20
Net investment income (loss)	754	743	761	275	82
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(1,358)	(1,216)	(5,761)	(1,224)	(533)
Capital gains distributions	465	284	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(893)	(932)	(5,761)	(1,224)	(533)
Net unrealized appreciation
(depreciation) of investments	1,880	1,817	54,072	831	434
Net realized and unrealized gain (loss)
on investments	987	885	48,311	(393)	(99)
Net increase (decrease) in net assets
resulting from operations	$ 1,741	$ 1,628	$ 49,072	$ (118)	$ (17)

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

53

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Operations
December 31, 2009
(Dollars in thousands)

	ING GET U.S.	ING GET U.S.	ING GET U.S.	ING GET U.S.	ING GET U.S.
	Core Portfolio -	Core Portfolio -	Core Portfolio -	Core Portfolio -	Core Portfolio -
	Series 5	Series 6	Series 7	Series 8	Series 9
Net investment income (loss)
Income:
Dividends	$ 56	$ 422	$ 264	$ 212	$ 169
Total investment income	56	422	264	212	169
Expenses:
Mortality and expense risk and
other charges	25	348	203	163	127
Total expenses	25	348	203	163	127
Net investment income (loss)	31	74	61	49	42
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(72)	(1,088)	(571)	(663)	(343)
Capital gains distributions	-	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(72)	(1,088)	(571)	(663)	(343)
Net unrealized appreciation
(depreciation) of investments	38	947	393	596	274
Net realized and unrealized gain (loss)
on investments	(34)	(141)	(178)	(67)	(69)
Net increase (decrease) in net assets
resulting from operations	$ (3)	$ (67)	$ (117)	$ (18)	$ (27)

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

54

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Operations
December 31, 2009
(Dollars in thousands)

	ING GET U.S.	ING GET U.S.	ING GET U.S.	ING GET U.S.	ING GET U.S.
	Core Portfolio -	Core Portfolio -	Core Portfolio -	Core Portfolio -	Core Portfolio -
	Series 10	Series 11	Series 12	Series 13	Series 14
Net investment income (loss)
Income:
Dividends	$ 150	$ 276	$ 558	$ 597	$ 666
Total investment income	150	276	558	597	666
Expenses:
Mortality and expense risk and
other charges	93	117	293	272	279
Total expenses	93	117	293	272	279
Net investment income (loss)	57	159	265	325	387
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(415)	(557)	(1,488)	(354)	(123)
Capital gains distributions	-	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(415)	(557)	(1,488)	(354)	(123)
Net unrealized appreciation
(depreciation) of investments	180	192	712	(694)	(825)
Net realized and unrealized gain (loss)
on investments	(235)	(365)	(776)	(1,048)	(948)
Net increase (decrease) in net assets
resulting from operations	$ (178)	$ (206)	$ (511)	$ (723)	$ (561)

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

55

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Operations
December 31, 2009
(Dollars in thousands)

	ING BlackRock
	Science and				ING
	Technology	ING Index Plus	ING Index Plus	ING Index Plus	International
	Opportunities	LargeCap	MidCap	SmallCap	Index
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Class I	Class I	Class I	Class I	Class I
Net investment income (loss)
Income:
Dividends	$ -	$ 2,482	$ 137	$ 64	$ -
Total investment income	-	2,482	137	64	-
Expenses:
Mortality and expense risk and
other charges	51	930	63	28	58
Total expenses	51	930	63	28	58
Net investment income (loss)	(51)	1,552	74	36	(58)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(185)	(3,224)	(608)	(347)	23
Capital gains distributions	-	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(185)	(3,224)	(608)	(347)	23
Net unrealized appreciation
(depreciation) of investments	2,199	16,931	2,701	1,080	1,073
Net realized and unrealized gain (loss)
on investments	2,014	13,707	2,093	733	1,096
Net increase (decrease) in net assets
resulting from operations	$ 1,963	$ 15,259	$ 2,167	$ 769	$ 1,038

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

56

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Operations
December 31, 2009
(Dollars in thousands)

			ING
	ING		Opportunistic	ING	ING		ING Russell™
	International		Large Cap	Opportunistic	Opportunistic		Large Cap
	Index		Growth	Large Cap	Large Cap		Growth Index
	Portfolio -		Portfolio -	Portfolio -	Portfolio -		Portfolio -
	Class S		Class I	Class I	Class S		Class I
Net investment income (loss)
Income:
Dividends	$ -		$ 77	$ 146	$ 8		$ -
Total investment income		-	77	146		8	-
Expenses:
Mortality and expense risk and
other charges		-	53	92		2	165
Total expenses		-	53	92		2	165
Net investment income (loss)		-	24	54		6	(165)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		2	(672)	(643)		(163)	270
Capital gains distributions		-	-	-		-	-
Total realized gain (loss) on investments
and capital gains distributions		2	(672)	(643)		(163)	270
Net unrealized appreciation
(depreciation) of investments		3	1,912	1,931		166	4,353
Net realized and unrealized gain (loss)
on investments		5	1,240	1,288		3	4,623
Net increase (decrease) in net assets
resulting from operations	$ 5		$ 1,264	$ 1,342	$ 9		$ 4,458

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

57

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Operations
December 31, 2009
(Dollars in thousands)

	ING Russell™	ING Russell™	ING Russell™	ING Russell™
	Large Cap	Large Cap	Large Cap	Mid Cap		ING Russell™
	Index	Value Index	Value Index	Growth Index		Mid Cap Index
	Portfolio -	Portfolio -	Portfolio -	Portfolio -		Portfolio -
	Class I	Class I	Class S	Class S		Class I
Net investment income (loss)
Income:
Dividends	$ -	$ -	$ -	$ -		$ -
Total investment income	-	-	-		-	-
Expenses:
Mortality and expense risk and
other charges	115	56	10		-	1
Total expenses	115	56	10		-	1
Net investment income (loss)	(115)	(56)	(10)		-	(1)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	321	188	20		1	-
Capital gains distributions	-	-	-		-	-
Total realized gain (loss) on investments
and capital gains distributions	321	188	20		1	-
Net unrealized appreciation
(depreciation) of investments	3,039	1,582	238		10	39
Net realized and unrealized gain (loss)
on investments	3,360	1,770	258		11	39
Net increase (decrease) in net assets
resulting from operations	$ 3,245	$ 1,714	$ 248	$ 11		$ 38

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

58

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Operations
December 31, 2009
(Dollars in thousands)

	ING Russell™				ING
	Small Cap		ING Small	ING U.S. Bond	International	ING MidCap
	Index		Company	Index	Value	Opportunities
	Portfolio -		Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Class I		Class I	Class I	Class I	Class I
Net investment income (loss)
Income:
Dividends	$ -		$ 182	$ 13	$ 48	$ 1
Total investment income		-	182	13	48	1
Expenses:
Mortality and expense risk and
other charges		1	325	4	25	4
Total expenses		1	325	4	25	4
Net investment income (loss)		(1)	(143)	9	23	(3)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(9)	(2,713)	10	(1,727)	(133)
Capital gains distributions		-	-	5	-	-
Total realized gain (loss) on investments
and capital gains distributions		(9)	(2,713)	15	(1,727)	(133)
Net unrealized appreciation
(depreciation) of investments		38	9,234	4	2,308	280
Net realized and unrealized gain (loss)
on investments		29	6,521	19	581	147
Net increase (decrease) in net assets
resulting from operations	$ 28		$ 6,378	$ 28	$ 604	$ 144

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

59

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Operations
December 31, 2009
(Dollars in thousands)

				Janus Aspen		Janus Aspen
				Series		Series
	ING MidCap	ING SmallCap ING SmallCap		Balanced		Enterprise
	Opportunities	Opportunities	Opportunities	Portfolio -		Portfolio -
	Portfolio -	Portfolio -	Portfolio -	Institutional		Institutional
	Class S	Class I	Class S	Shares		Shares
Net investment income (loss)
Income:
Dividends	$ 3	$ -	$ -	$ 1		$ -
Total investment income	3	-	-		1		-
Expenses:
Mortality and expense risk and
other charges	32	3	22		-		-
Total expenses	32	3	22		-		-
Net investment income (loss)	(29)	(3)	(22)		1		-
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	125	(182)	(167)		-		-
Capital gains distributions	-	-	-		-		-
Total realized gain (loss) on investments
and capital gains distributions	125	(182)	(167)		-		-
Net unrealized appreciation
(depreciation) of investments	809	206	658		3		1
Net realized and unrealized gain (loss)
on investments	934	24	491		3		1
Net increase (decrease) in net assets
resulting from operations	$ 905	$ 21	$ 469	$ 4		$ 1

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

60

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Operations
December 31, 2009
(Dollars in thousands)

	Janus Aspen				Janus Aspen
	Series Flexible		Janus Aspen		Series		Lord Abbett
	Bond		Series Janus		Worldwide		Series Fund -
	Portfolio -		Portfolio -		Portfolio -		Mid-Cap Value	Oppenheimer
	Institutional		Institutional		Institutional		Portfolio -	Global
	Shares		Shares		Shares		Class VC	Securities/VA
Net investment income (loss)
Income:
Dividends	$ -		$ -		$ -		$ 9	$ 1
Total investment income		-		-		-	9		1
Expenses:
Mortality and expense risk and
other charges		-		-		-	16		-
Total expenses		-		-		-	16		-
Net investment income (loss)		-		-		-	(7)		1
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		-		(1)		-	(594)		(1)
Capital gains distributions		-		-		-	-		1
Total realized gain (loss) on investments
and capital gains distributions		-		(1)		-	(594)		-
Net unrealized appreciation
(depreciation) of investments		-		2		1	980		17
Net realized and unrealized gain (loss)
on investments		-		1		1	386		17
Net increase (decrease) in net assets
resulting from operations	$ -		$ 1		$ 1		$ 379	$ 18

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

61

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Operations
December 31, 2009
(Dollars in thousands)

				PIMCO Real	Pioneer
		Oppenheimer		Return	Emerging
	Oppenheimer	Main Street	Oppenheimer	Portfolio -	Markets VCT
	Main Street	Small Cap	MidCap	Administrative	Portfolio -
	Fund®/VA	Fund®/VA	Fund/VA	Class	Class I
Net investment income (loss)
Income:
Dividends	$ 5	$ 4	$ -	$ 225	$ 24
Total investment income	5	4	-	225	24
Expenses:
Mortality and expense risk and
other charges	3	4	1	58	17
Total expenses	3	4	1	58	17
Net investment income (loss)	2	-	(1)	167	7
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(14)	(26)	(22)	(175)	(702)
Capital gains distributions	-	-	-	332	-
Total realized gain (loss) on investments
and capital gains distributions	(14)	(26)	(22)	157	(702)
Net unrealized appreciation
(depreciation) of investments	76	173	31	821	1,653
Net realized and unrealized gain (loss)
on investments	62	147	9	978	951
Net increase (decrease) in net assets
resulting from operations	$ 64	$ 147	$ 8	$ 1,145	$ 958

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

62

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Operations
December 31, 2009
(Dollars in thousands)

	Pioneer High	Premier VIT
	Yield VCT	OpCap Mid
	Portfolio -	Cap Portfolio -	Wanger
	Class I	Class I	International	Wanger Select	Wanger USA
Net investment income (loss)
Income:
Dividends	$ 27	$ 1	$ 29	$ -	$ -
Total investment income	27	1	29	-	-
Expenses:
Mortality and expense risk and
other charges	3	3	6	17	2
Total expenses	3	3	6	17	2
Net investment income (loss)	24	(2)	23	(17)	(2)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(124)	1	(13)	(652)	(107)
Capital gains distributions	-	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(124)	1	(13)	(652)	(107)
Net unrealized appreciation
(depreciation) of investments	252	100	224	1,708	219
Net realized and unrealized gain (loss)
on investments	128	101	211	1,056	112
Net increase (decrease) in net assets
resulting from operations	$ 152	$ 99	$ 234	$ 1,039	$ 110

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

63

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Operations
December 31, 2009
(Dollars in thousands)

AIM V.I.
Capital
	Appreciation	AIM V.I. Core	Calvert Social	Federated
	Fund - Series I	Equity Fund -	Balanced	Capital Income
	Shares	Series I Shares	Portfolio	Fund II
Net assets at January 1, 2008	$ 929	$ 1,492	$ 1,766	$ 2,537
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(6)	17	22	97
Total realized gain (loss) on investments
and capital gains distributions	(10)	86	30	163
Net unrealized appreciation (depreciation)
of investments	(376)	(600)	(598)	(698)
Net increase (decrease) in net assets from operations	(392)	(497)	(546)	(438)
Changes from principal transactions:
Total unit transactions	(14)	89	(48)	(608)
Increase (decrease) in assets derived from principal
transactions	(14)	89	(48)	(608)
Total increase (decrease)	(406)	(408)	(594)	(1,046)
Net assets at December 31, 2008	523	1,084	1,172	1,491
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(1)	13	12	71
Total realized gain (loss) on investments
and capital gains distributions	(37)	(50)	(153)	(39)
Net unrealized appreciation (depreciation)
of investments	140	354	366	300
Net increase (decrease) in net assets from operations	102	317	225	332
Changes from principal transactions:
Total unit transactions	23	151	(156)	(286)
Increase (decrease) in assets derived from principal
transactions	23	151	(156)	(286)
Total increase (decrease)	125	468	69	46
Net assets at December 31, 2009	$ 648	$ 1,552	$ 1,241	$ 1,537

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

64

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the Years ended December 31, 2009 and 2008
(Dollars in thousands)

	Federated		Federated Fund	Federated High
	Clover Value	Federated	for U.S.	Income Bond
	Fund II -	Equity Income	Government	Fund II -
	Primary Shares	Fund II	Securities II	Primary Shares
Net assets at January 1, 2008	$ 17,444	$ 4,689	$ 2,125	$ 5,582
Increase (decrease) in net assets
Operations:
Net investment income (loss)	71	88	73	412
Total realized gain (loss) on investments
and capital gains distributions	1,396	61	(9)	(59)
Net unrealized appreciation (depreciation)
of investments	(6,707)	(1,429)	(10)	(1,681)
Net increase (decrease) in net assets from operations	(5,240)	(1,280)	54	(1,328)
Changes from principal transactions:
Total unit transactions	(3,434)	(1,015)	(263)	(766)
Increase (decrease) in assets derived from principal
transactions	(3,434)	(1,015)	(263)	(766)
Total increase (decrease)	(8,674)	(2,295)	(209)	(2,094)
Net assets at December 31, 2008	8,770	2,394	1,916	3,488
Increase (decrease) in net assets
Operations:
Net investment income (loss)	102	70	64	397
Total realized gain (loss) on investments
and capital gains distributions	(2,805)	(45)	2	(288)
Net unrealized appreciation (depreciation)
of investments	3,446	222	(2)	1,488
Net increase (decrease) in net assets from operations	743	247	64	1,597
Changes from principal transactions:
Total unit transactions	(1,872)	(426)	(365)	(771)
Increase (decrease) in assets derived from principal
transactions	(1,872)	(426)	(365)	(771)
Total increase (decrease)	(1,129)	(179)	(301)	826
Net assets at December 31, 2009	$ 7,641	$ 2,215	$ 1,615	$ 4,314

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

65

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statemens of Changes in Net Assets
For the years ended Dember 31, 2009 and 2008
(Dollars in thousands)

		Federated Mid		Fidelity® VIP
	Federated	Cap Growth	Federated	Equity-Income
	International	Strategies	Prime Money	Portfolio -
	Equity Fund II	Fund II	Fund II	Initial Class
Net assets at January 1, 2008	$ 3,549	$ 6,114	$ 1,915	$ 144,175
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(18)	(62)	21	1,007
Total realized gain (loss) on investments
and capital gains distributions	111	938	-	1,575
Net unrealized appreciation (depreciation)
of investments	(1,453)	(3,095)	-	(56,060)
Net increase (decrease) in net assets from operations	(1,360)	(2,219)	21	(53,478)
Changes from principal transactions:
Total unit transactions	(805)	(1,355)	(189)	(29,548)
Increase (decrease) in assets derived from principal
transactions	(805)	(1,355)	(189)	(29,548)
Total increase (decrease)	(2,165)	(3,574)	(168)	(83,026)
Net assets at December 31, 2008	1,384	2,540	1,747	61,149
Increase (decrease) in net assets
Operations:
Net investment income (loss)	22	(33)	(16)	607
Total realized gain (loss) on investments
and capital gains distributions	(85)	(359)	-	(7,749)
Net unrealized appreciation (depreciation)
of investments	520	957	-	21,907
Net increase (decrease) in net assets from operations	457	565	(16)	14,765
Changes from principal transactions:
Total unit transactions	(246)	(681)	(229)	(10,027)
Increase (decrease) in assets derived from principal
transactions	(246)	(681)	(229)	(10,027)
Total increase (decrease)	211	(116)	(245)	4,738
Net assets at December 31, 2009	$ 1,595	$ 2,424	$ 1,502	$ 65,887

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

66

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the years ended December 31, 2009 and 2008
(Dollars in thousands)

	Fidelity® VIP	Fidelity® VIP	Fidelity® VIP	Fidelity® VIP
	Growth	High Income	Overseas	Contrafund®
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Initial Class	Initial Class	Initial Class	Initial Class
Net assets at January 1, 2008	$ 16,955	$ 103	$ 10,176	$ 241,923
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(14)	7	109	(495)
Total realized gain (loss) on investments
and capital gains distributions	317	(1)	572	10,627
Net unrealized appreciation (depreciation)
of investments	(7,918)	(30)	(4,850)	(103,575)
Net increase (decrease) in net assets from operations	(7,615)	(24)	(4,169)	(93,443)
Changes from principal transactions:
Total unit transactions	(1,389)	(10)	(1,423)	(38,933)
Increase (decrease) in assets derived from principal
transactions	(1,389)	(10)	(1,423)	(38,933)
Total increase (decrease)	(9,004)	(34)	(5,592)	(132,376)
Net assets at December 31, 2008	7,951	69	4,584	109,547
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(36)	11	61	240
Total realized gain (loss) on investments
and capital gains distributions	(412)	(5)	(772)	(7,280)
Net unrealized appreciation (depreciation)
of investments	2,369	62	1,782	40,198
Net increase (decrease) in net assets from operations	1,921	68	1,071	33,158
Changes from principal transactions:
Total unit transactions	(1,254)	55	(203)	(16,135)
Increase (decrease) in assets derived from principal
transactions	(1,254)	55	(203)	(16,135)
Total increase (decrease)	667	123	868	17,023
Net assets at December 31, 2009	$ 8,618	$ 192	$ 5,452	$ 126,570

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

67

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the years ended December 31, 2009 and 2008
(Dollars in thousands)

		Fidelity® VIP
	Fidelity® VIP	Investment	Franklin Small
	Index 500	Grade Bond	Cap Value	ING Balanced
	Portfolio -	Portfolio -	Securities	Portfolio -
	Initial Class	Initial Class	Fund - Class 2	Class I
Net assets at January 1, 2008	$ 41,388	$ 1,079	$ 4,263	$ 145,449
Increase (decrease) in net assets
Operations:
Net investment income (loss)	210	27	14	2,868
Total realized gain (loss) on investments
and capital gains distributions	1,050	(4)	300	9,554
Net unrealized appreciation (depreciation)
of investments	(15,330)	(69)	(1,705)	(49,597)
Net increase (decrease) in net assets from operations	(14,070)	(46)	(1,391)	(37,175)
Changes from principal transactions:
Total unit transactions	(5,596)	(157)	(143)	(26,921)
Increase (decrease) in assets derived from principal
transactions	(5,596)	(157)	(143)	(26,921)
Total increase (decrease)	(19,666)	(203)	(1,534)	(64,096)
Net assets at December 31, 2008	21,722	876	2,729	81,353
Increase (decrease) in net assets
Operations:
Net investment income (loss)	231	66	22	2,645
Total realized gain (loss) on investments
and capital gains distributions	(94)	(1)	(262)	(3,562)
Net unrealized appreciation (depreciation)
of investments	4,408	53	973	13,330
Net increase (decrease) in net assets from operations	4,545	118	733	12,413
Changes from principal transactions:
Total unit transactions	(3,402)	(80)	(85)	(13,251)
Increase (decrease) in assets derived from principal
transactions	(3,402)	(80)	(85)	(13,251)
Total increase (decrease)	1,143	38	648	(838)
Net assets at December 31, 2009	$ 22,865	$ 914	$ 3,377	$ 80,515

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

68

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the years ended December 31, 2009 and 2008
(Dollars in thousands)

	ING	ING
	Intermediate	AllianceBernstein		ING American
	Bond	Mid Cap Growth	ING American	Funds Growth-
	Portfolio -	Portfolio - Service	Funds Growth	Income
	Class I	Class	Portfolio	Portfolio
Net assets at January 1, 2008	$ 105,197	$ 183	$ 28,095	$ 24,551
Increase (decrease) in net assets
Operations:
Net investment income (loss)	4,826	(1)	(104)	23
Total realized gain (loss) on investments
and capital gains distributions	(276)	(3)	1,440	533
Net unrealized appreciation (depreciation)
of investments	(15,079)	(70)	(12,672)	(8,829)
Net increase (decrease) in net assets from operations	(10,529)	(74)	(11,336)	(8,273)
Changes from principal transactions:
Total unit transactions	5,861	(45)	(4,219)	(4,859)
Increase (decrease) in assets derived from principal
transactions	5,861	(45)	(4,219)	(4,859)
Total increase (decrease)	(4,668)	(119)	(15,555)	(13,132)
Net assets at December 31, 2008	100,529	64	12,540	11,419
Increase (decrease) in net assets
Operations:
Net investment income (loss)	5,517	(1)	90	129
Total realized gain (loss) on investments
and capital gains distributions	(5,029)	(53)	(392)	(362)
Net unrealized appreciation (depreciation)
of investments	10,087	71	4,367	3,133
Net increase (decrease) in net assets from operations	10,575	17	4,065	2,900
Changes from principal transactions:
Total unit transactions	(6,287)	(81)	(2,198)	(1,825)
Increase (decrease) in assets derived from principal
transactions	(6,287)	(81)	(2,198)	(1,825)
Total increase (decrease)	4,288	(64)	1,867	1,075
Net assets at December 31, 2009	$ 104,817	$ -	$ 14,407	$ 12,494

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

69

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the years ended December 31, 2009 and 2008
(Dollars in thousands)

			ING BlackRock	ING Clarion
			Large Cap	Global Real
	ING American	ING Artio	Growth	Estate
	Funds	Foreign	Portfolio -	Portfolio -
	International	Portfolio -	Institutional	Institutional
	Portfolio	Service Class	Class	Class
Net assets at January 1, 2008	$ 29,453	$ 15,744	$ 43,667	$ -
Increase (decrease) in net assets
Operations:
Net investment income (loss)	106	(112)	(329)	(3)
Total realized gain (loss) on investments
and capital gains distributions	1,033	959	1,268	(49)
Net unrealized appreciation (depreciation)
of investments	(12,561)	(7,252)	(16,599)	(449)
Net increase (decrease) in net assets from operations	(11,422)	(6,405)	(15,660)	(501)
Changes from principal transactions:
Total unit transactions	(4,597)	(2,183)	(6,581)	1,588
Increase (decrease) in assets derived from principal
transactions	(4,597)	(2,183)	(6,581)	1,588
Total increase (decrease)	(16,019)	(8,588)	(22,241)	1,087
Net assets at December 31, 2008	13,434	7,156	21,426	1,087
Increase (decrease) in net assets
Operations:
Net investment income (loss)	337	186	(134)	19
Total realized gain (loss) on investments
and capital gains distributions	706	(2,259)	(2,825)	(163)
Net unrealized appreciation (depreciation)
of investments	3,731	3,193	8,637	477
Net increase (decrease) in net assets from operations	4,774	1,120	5,678	333
Changes from principal transactions:
Total unit transactions	(1,773)	(1,123)	(2,785)	293
Increase (decrease) in assets derived from principal
transactions	(1,773)	(1,123)	(2,785)	293
Total increase (decrease)	3,001	(3)	2,893	626
Net assets at December 31, 2009	$ 16,435	$ 7,153	$ 24,319	$ 1,713

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

70

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the years ended December 31, 2009 and 2008
(Dollars in thousands)

	ING Clarion			ING Evergreen
	Global Real	ING Clarion	ING Evergreen	Omega
	Estate	Real Estate	Health Sciences	Portfolio -
	Portfolio -	Portfolio -	Portfolio -	Institutional
	Service Class	Service Class	Service Class	Class
Net assets at January 1, 2008	$ 2,393	$ 1,504	$ 556	$ 11,913
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(21)	6	(5)	(73)
Total realized gain (loss) on investments
and capital gains distributions	(488)	(590)	(77)	1,079
Net unrealized appreciation (depreciation)
of investments	(385)	(283)	(238)	(3,981)
Net increase (decrease) in net assets from operations	(894)	(867)	(320)	(2,975)
Changes from principal transactions:
Total unit transactions	(597)	427	430	(1,973)
Increase (decrease) in assets derived from principal
transactions	(597)	427	430	(1,973)
Total increase (decrease)	(1,491)	(440)	110	(4,948)
Net assets at December 31, 2008	902	1,064	666	6,965
Increase (decrease) in net assets
Operations:
Net investment income (loss)	13	33	(4)	(58)
Total realized gain (loss) on investments
and capital gains distributions	(226)	(368)	(196)	(234)
Net unrealized appreciation (depreciation)
of investments	485	696	239	2,959
Net increase (decrease) in net assets from operations	272	361	39	2,667
Changes from principal transactions:
Total unit transactions	(56)	128	(422)	(642)
Increase (decrease) in assets derived from principal
transactions	(56)	128	(422)	(642)
Total increase (decrease)	216	489	(383)	2,025
Net assets at December 31, 2009	$ 1,118	$ 1,553	$ 283	$ 8,990

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

71

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the years ended December 31, 2009 and 2008
(Dollars in thousands)

ING FMRSM
	Diversified Mid	ING FMRSM	ING Franklin	ING Franklin
	Cap Portfolio -	Diversified Mid	Income	Mutual Shares
	Institutional	Cap Portfolio -	Portfolio -	Portfolio -
	Class	Service Class	Service Class	Service Class
Net assets at January 1, 2008	$ 28,743	$ 1,256	$ 6,948	$ 3,654
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(28)	(2)	89	47
Total realized gain (loss) on investments
and capital gains distributions	265	(35)	(205)	(162)
Net unrealized appreciation (depreciation)
of investments	(10,098)	(546)	(1,616)	(1,162)
Net increase (decrease) in net assets from operations	(9,861)	(583)	(1,732)	(1,277)
Changes from principal transactions:
Total unit transactions	(5,304)	142	(1,734)	(492)
Increase (decrease) in assets derived from principal
transactions	(5,304)	142	(1,734)	(492)
Total increase (decrease)	(15,165)	(441)	(3,466)	(1,769)
Net assets at December 31, 2008	13,578	815	3,482	1,885
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(79)	(3)	206	(21)
Total realized gain (loss) on investments
and capital gains distributions	(1,834)	(108)	(474)	(234)
Net unrealized appreciation (depreciation)
of investments	6,478	425	1,308	726
Net increase (decrease) in net assets from operations	4,565	314	1,040	471
Changes from principal transactions:
Total unit transactions	(1,994)	108	73	(7)
Increase (decrease) in assets derived from principal
transactions	(1,994)	108	73	(7)
Total increase (decrease)	2,571	422	1,113	464
Net assets at December 31, 2009	$ 16,149	$ 1,237	$ 4,595	$ 2,349

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

72

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the years ended December 21, 2009 and 2008
(Dollars in thousands)

				ING Index Plus
		ING Growth		International
	ING Global	and Income	ING Growth	Equity
	Resources	Portfolio II -	and Income	Portfolio -
	Portfolio -	Institutional	Portfolio II -	Institutional
	Service Class	Class	Service Class	Class
Net assets at January 1, 2008	$ 11,102	$ 21,314	$ 434	$ 24,842
Increase (decrease) in net assets
Operations:
Net investment income (loss)	73	(128)	(2)	917
Total realized gain (loss) on investments
and capital gains distributions	1,390	1,302	11	1,162
Net unrealized appreciation (depreciation)
of investments	(6,547)	(11,479)	(237)	(11,378)
Net increase (decrease) in net assets from operations	(5,084)	(10,305)	(228)	(9,299)
Changes from principal transactions:
Total unit transactions	180	(3,994)	(44)	(5,708)
Increase (decrease) in assets derived from principal
transactions	180	(3,994)	(44)	(5,708)
Total increase (decrease)	(4,904)	(14,299)	(272)	(15,007)
Net assets at December 31, 2008	6,198	7,015	162	9,835
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(47)	187	4	552
Total realized gain (loss) on investments
and capital gains distributions	(1,006)	(9,466)	(237)	(10,801)
Net unrealized appreciation (depreciation)
of investments	3,285	10,270	252	11,730
Net increase (decrease) in net assets from operations	2,232	991	19	1,481
Changes from principal transactions:
Total unit transactions	305	(8,006)	(181)	(11,316)
Increase (decrease) in assets derived from principal
transactions	305	(8,006)	(181)	(11,316)
Total increase (decrease)	2,537	(7,015)	(162)	(9,835)
Net assets at December 31, 2009	$ 8,735	$ -	$ -	$ -

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

73

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
for the years ended December 31, 2009 and 2008
(Dollars in thousands)

			ING JPMorgan
	ING Index Plus		Emerging	ING JPMorgan
	International	ING Janus	Markets Equity	Emerging
	Equity	Contrarian	Portfolio -	Markets Equity
	Portfolio -	Portfolio -	Institutional	Portfolio -
	Service Class	Service Class	Class	Service Class
Net assets at January 1, 2008	$ 1,345	$ -	$ 9,890	$ 10,312
Increase (decrease) in net assets
Operations:
Net investment income (loss)	47	-	66	119
Total realized gain (loss) on investments
and capital gains distributions	125	(77)	351	822
Net unrealized appreciation (depreciation)
of investments	(666)	(47)	(4,720)	(5,878)
Net increase (decrease) in net assets from operations	(494)	(124)	(4,303)	(4,937)
Changes from principal transactions:
Total unit transactions	(251)	263	(2,259)	(1,191)
Increase (decrease) in assets derived from principal
transactions	(251)	263	(2,259)	(1,191)
Total increase (decrease)	(745)	139	(6,562)	(6,128)
Net assets at December 31, 2008	600	139	3,328	4,184
Increase (decrease) in net assets
Operations:
Net investment income (loss)	35	(1)	13	27
Total realized gain (loss) on investments
and capital gains distributions	(621)	(37)	(1,259)	(597)
Net unrealized appreciation (depreciation)
of investments	691	356	3,503	3,534
Net increase (decrease) in net assets from operations	105	318	2,257	2,964
Changes from principal transactions:
Total unit transactions	(705)	890	606	1,060
Increase (decrease) in assets derived from principal
transactions	(705)	890	606	1,060
Total increase (decrease)	(600)	1,208	2,863	4,024
Net assets at December 31, 2009	$ -	$ 1,347	$ 6,191	$ 8,208

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

74

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the years ended December 31, 2009 and 2008
(Dollars in thousands)

	ING JPMorgan		ING JPMorgan
	Small Cap Core	ING JPMorgan	Value	ING JPMorgan
	Equity	Small Cap Core	Opportunities	Value
	Portfolio -	Equity	Portfolio -	Opportunities
	Institutional	Portfolio -	Institutional	Portfolio -
	Class	Service Class	Class	Service Class
Net assets at January 1, 2008	$ 4,187	$ 145	$ 27,694	$ 2,897
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(14)	-	412	35
Total realized gain (loss) on investments
and capital gains distributions	100	(4)	810	168
Net unrealized appreciation (depreciation)
of investments	(1,062)	(40)	(9,990)	(1,247)
Net increase (decrease) in net assets from operations	(976)	(44)	(8,768)	(1,044)
Changes from principal transactions:
Total unit transactions	(1,292)	1	(8,350)	(427)
Increase (decrease) in assets derived from principal
transactions	(1,292)	1	(8,350)	(427)
Total increase (decrease)	(2,268)	(43)	(17,118)	(1,471)
Net assets at December 31, 2008	1,919	102	10,576	1,426
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(8)	(1)	489	68
Total realized gain (loss) on investments
and capital gains distributions	(218)	(4)	(7,744)	(1,058)
Net unrealized appreciation (depreciation)
of investments	645	32	7,825	1,092
Net increase (decrease) in net assets from operations	419	27	570	102
Changes from principal transactions:
Total unit transactions	(338)	14	(11,146)	(1,528)
Increase (decrease) in assets derived from principal
transactions	(338)	14	(11,146)	(1,528)
Total increase (decrease)	81	41	(10,576)	(1,426)
Net assets at December 31, 2009	$ 2,000	$ 143	$ -	$ -

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

75

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the years ended December 31, 2009 and 2008
(Dollars in thousands)

	ING LifeStyle		ING LifeStyle
	Aggressive	ING LifeStyle	Moderate	ING LifeStyle
	Growth	Growth	Growth	Moderate
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Service Class	Service Class
Net assets at January 1, 2008	$ 2,201	$ 8,193	$ 14,773	$ 12,276
Increase (decrease) in net assets
Operations:
Net investment income (loss)	7	23	63	51
Total realized gain (loss) on investments
and capital gains distributions	(23)	254	172	26
Net unrealized appreciation (depreciation)
of investments	(766)	(3,134)	(4,070)	(3,025)
Net increase (decrease) in net assets from operations	(782)	(2,857)	(3,835)	(2,948)
Changes from principal transactions:
Total unit transactions	(351)	(559)	(3,941)	(2,014)
Increase (decrease) in assets derived from principal
transactions	(351)	(559)	(3,941)	(2,014)
Total increase (decrease)	(1,133)	(3,416)	(7,776)	(4,962)
Net assets at December 31, 2008	1,068	4,777	6,997	7,314
Increase (decrease) in net assets
Operations:
Net investment income (loss)	28	151	287	378
Total realized gain (loss) on investments
and capital gains distributions	(577)	(2,117)	(2,434)	(1,598)
Net unrealized appreciation (depreciation)
of investments	803	2,830	3,476	2,586
Net increase (decrease) in net assets from operations	254	864	1,329	1,366
Changes from principal transactions:
Total unit transactions	(1,322)	(5,641)	(8,326)	(8,680)
Increase (decrease) in assets derived from principal
transactions	(1,322)	(5,641)	(8,326)	(8,680)
Total increase (decrease)	(1,068)	(4,777)	(6,997)	(7,314)
Net assets at December 31, 2009	$ -	$ -	$ -	$ -

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

76

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the years ended December 31, 2009 and 2008
(Dollars in thousands)

ING Lord
	Abbett	ING Lord		ING Marsico
	Affiliated	Abbett	ING Marsico	International
	Portfolio -	Affiliated	Growth	Opportunities
	Institutional	Portfolio -	Portfolio -	Portfolio -
	Class	Service Class	Service Class	Service Class
Net assets at January 1, 2008	$ 7,030	$ 955	$ 2,142	$ 13,733
Increase (decrease) in net assets
Operations:
Net investment income (loss)	132	8	(8)	(19)
Total realized gain (loss) on investments
and capital gains distributions	575	37	(75)	575
Net unrealized appreciation (depreciation)
of investments	(3,148)	(351)	(847)	(6,683)
Net increase (decrease) in net assets from operations	(2,441)	(306)	(930)	(6,127)
Changes from principal transactions:
Total unit transactions	(569)	(191)	73	(2,468)
Increase (decrease) in assets derived from principal
transactions	(569)	(191)	73	(2,468)
Total increase (decrease)	(3,010)	(497)	(857)	(8,595)
Net assets at December 31, 2008	4,020	458	1,285	5,138
Increase (decrease) in net assets
Operations:
Net investment income (loss)	2	(3)	-	6
Total realized gain (loss) on investments
and capital gains distributions	(1,358)	(157)	(278)	(1,112)
Net unrealized appreciation (depreciation)
of investments	1,854	244	650	2,678
Net increase (decrease) in net assets from operations	498	84	372	1,572
Changes from principal transactions:
Total unit transactions	(1,335)	(42)	(62)	(1,281)
Increase (decrease) in assets derived from principal
transactions	(1,335)	(42)	(62)	(1,281)
Total increase (decrease)	(837)	42	310	291
Net assets at December 31, 2009	$ 3,183	$ 500	$ 1,595	$ 5,429

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

77

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the years ended December 31, 2009 and 2008
(Dollars in thousands)

				ING
	ING MFS Total			Oppenheimer
	Return	ING MFS Total	ING MFS	Main Street
	Portfolio -	Return	Utilities	Portfolio® -
	Institutional	Portfolio -	Portfolio -	Institutional
	Class	Service Class	Service Class	Class
Net assets at January 1, 2008	$ 92,899	$ 1,623	$ 4,096	$ 3,002
Increase (decrease) in net assets
Operations:
Net investment income (loss)	3,304	73	74	37
Total realized gain (loss) on investments
and capital gains distributions	2,269	75	89	(85)
Net unrealized appreciation (depreciation)
of investments	(23,157)	(498)	(1,701)	(939)
Net increase (decrease) in net assets from operations	(17,584)	(350)	(1,538)	(987)
Changes from principal transactions:
Total unit transactions	(26,475)	(120)	(397)	(567)
Increase (decrease) in assets derived from principal
transactions	(26,475)	(120)	(397)	(567)
Total increase (decrease)	(44,059)	(470)	(1,935)	(1,554)
Net assets at December 31, 2008	48,840	1,153	2,161	1,448
Increase (decrease) in net assets
Operations:
Net investment income (loss)	648	21	92	2
Total realized gain (loss) on investments
and capital gains distributions	(4,970)	(235)	(645)	(730)
Net unrealized appreciation (depreciation)
of investments	11,208	375	1,101	791
Net increase (decrease) in net assets from operations	6,886	161	548	63
Changes from principal transactions:
Total unit transactions	(9,057)	(26)	(471)	(1,511)
Increase (decrease) in assets derived from principal
transactions	(9,057)	(26)	(471)	(1,511)
Total increase (decrease)	(2,171)	135	77	(1,448)
Net assets at December 31, 2009	$ 46,669	$ 1,288	$ 2,238	$ -

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

78

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the years ended December 31, 2009 and 2008
(Dollars in thousands)

	ING			ING Pioneer	ING Pioneer
	Oppenheimer		ING PIMCO	Equity Income	Fund
	Main Street		High Yield	Portfolio -	Portfolio -
	Portfolio® -		Portfolio -	Institutional	Institutional
	Service Class		Service Class	Class	Class
Net assets at January 1, 2008	$ 77		$ 2,850	$ 6,290	$ 21,812
Increase (decrease) in net assets
Operations:
Net investment income (loss)		3	165	97	316
Total realized gain (loss) on investments
and capital gains distributions		(1)	(156)	(196)	1,196
Net unrealized appreciation (depreciation)
of investments		(62)	(580)	(1,671)	(7,916)
Net increase (decrease) in net assets from operations		(60)	(571)	(1,770)	(6,404)
Changes from principal transactions:
Total unit transactions		95	(531)	(755)	(5,268)
Increase (decrease) in assets derived from principal
transactions		95	(531)	(755)	(5,268)
Total increase (decrease)		35	(1,102)	(2,525)	(11,672)
Net assets at December 31, 2008		112	1,748	3,765	10,140
Increase (decrease) in net assets
Operations:
Net investment income (loss)		1	226	(26)	25
Total realized gain (loss) on investments
and capital gains distributions		(53)	(214)	(842)	(695)
Net unrealized appreciation (depreciation)
of investments		61	1,210	1,187	2,808
Net increase (decrease) in net assets from operations		9	1,222	319	2,138
Changes from principal transactions:
Total unit transactions		(121)	1,560	(982)	(897)
Increase (decrease) in assets derived from principal
transactions		(121)	1,560	(982)	(897)
Total increase (decrease)		(112)	2,782	(663)	1,241
Net assets at December 31, 2009	$ -		$ 4,530	$ 3,102	$ 11,381

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

79

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the years ended December 31, 2009 and 2008
(Dollars in thousands)

	ING Pioneer			ING Retirement
	Mid Cap Value	ING Pioneer	ING Retirement	Moderate
	Portfolio -	Mid Cap Value	Growth	Growth
	Institutional	Portfolio -	Portfolio -	Portfolio -
	Class	Service Class	Adviser Class	Adviser Class
Net assets at January 1, 2008	$ 3,758	$ 1,247	$ -	$ -
Increase (decrease) in net assets
Operations:
Net investment income (loss)	39	3	-	-
Total realized gain (loss) on investments
and capital gains distributions	47	(117)	-	-
Net unrealized appreciation (depreciation)
of investments	(1,278)	(284)	-	-
Net increase (decrease) in net assets from operations	(1,192)	(398)	-	-
Changes from principal transactions:
Total unit transactions	(138)	(149)	-	-
Increase (decrease) in assets derived from principal
transactions	(138)	(149)	-	-
Total increase (decrease)	(1,330)	(547)	-	-
Net assets at December 31, 2008	2,428	700	-	-
Increase (decrease) in net assets
Operations:
Net investment income (loss)	15	-	(13)	(17)
Total realized gain (loss) on investments
and capital gains distributions	(356)	(253)	3	3
Net unrealized appreciation (depreciation)
of investments	867	378	109	125
Net increase (decrease) in net assets from operations	526	125	99	111
Changes from principal transactions:
Total unit transactions	(334)	(88)	5,526	7,553
Increase (decrease) in assets derived from principal
transactions	(334)	(88)	5,526	7,553
Total increase (decrease)	192	37	5,625	7,664
Net assets at December 31, 2009	$ 2,620	$ 737	$ 5,625	$ 7,664

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

80

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the years ended December 31, 2009 and 2008
(Dollars in thousands)

	ING	ING T. Rowe	ING T. Rowe
	Retirement	Price Capital	Price Equity	ING Templeton
	Moderate	Appreciation	Income	Global Growth
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Adviser Class	Service Class	Service Class	Service Class
Net assets at January 1, 2008	$ -	$ 9,010	$ 7,362	$ 1,268
Increase (decrease) in net assets
Operations:
Net investment income (loss)	-	319	188	(3)
Total realized gain (loss) on investments
and capital gains distributions	-	590	32	(119)
Net unrealized appreciation (depreciation)
of investments	-	(3,970)	(2,867)	(297)
Net increase (decrease) in net assets from operations	-	(3,061)	(2,647)	(419)
Changes from principal transactions:
Total unit transactions	-	2,014	(326)	(411)
Increase (decrease) in assets derived from principal
transactions	-	2,014	(326)	(411)
Total increase (decrease)	-	(1,047)	(2,973)	(830)
Net assets at December 31, 2008	-	7,963	4,389	438
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(21)	104	45	4
Total realized gain (loss) on investments
and capital gains distributions	3	(1,192)	(1,167)	(101)
Net unrealized appreciation (depreciation)
of investments	124	3,633	2,239	215
Net increase (decrease) in net assets from operations	106	2,545	1,117	118
Changes from principal transactions:
Total unit transactions	8,922	512	551	(67)
Increase (decrease) in assets derived from principal
transactions	8,922	512	551	(67)
Total increase (decrease)	9,028	3,057	1,668	51
Net assets at December 31, 2009	$ 9,028	$ 11,020	$ 6,057	$ 489

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

81

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the years ended December 31, 2009 and 2008
(Dollars in thousands)

	ING Van	ING Van
	Kampen	Kampen	ING Wells
	Capital Growth	Growth and	Fargo Small	ING Money
	Portfolio -	Income	Cap Disciplined	Market
	Institutional	Portfolio -	Portfolio -	Portfolio -
	Class	Service Class	Service Class	Class I
Net assets at January 1, 2008	$ -	$ 1,195	$ 318	$ 204,844
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(299)	30	(1)	8,230
Total realized gain (loss) on investments
and capital gains distributions	(854)	41	(32)	411
Net unrealized appreciation (depreciation)
of investments	(21,468)	(458)	(50)	(5,671)
Net increase (decrease) in net assets from operations	(22,621)	(387)	(83)	2,970
Changes from principal transactions:
Total unit transactions	46,179	27	(112)	(436)
Increase (decrease) in assets derived from principal
transactions	46,179	27	(112)	(436)
Total increase (decrease)	23,558	(360)	(195)	2,534
Net assets at December 31, 2008	23,558	835	123	207,378
Increase (decrease) in net assets
Operations:
Net investment income (loss)	61	3	(1)	(1,621)
Total realized gain (loss) on investments
and capital gains distributions	(16,197)	(205)	(53)	73
Net unrealized appreciation (depreciation)
of investments	21,468	373	134	-
Net increase (decrease) in net assets from operations	5,332	171	80	(1,548)
Changes from principal transactions:
Total unit transactions	(28,890)	(141)	113	(65,472)
Increase (decrease) in assets derived from principal
transactions	(28,890)	(141)	113	(65,472)
Total increase (decrease)	(23,558)	30	193	(67,020)
Net assets at December 31, 2009	$ -	$ 865	$ 316	$ 140,358

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

82

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the years ended December 31, 2009 and 2008
(Dollars in thousands)

ING American
	Century Large	ING American			ING Baron
	Company	Century Small-	ING Baron		Small Cap
	Value	Mid Cap Value	Asset		Growth
	Portfolio -	Portfolio -	Portfolio -		Portfolio -
	Service Class	Service Class	Service Class		Service Class
Net assets at January 1, 2008	$ 268	$ 1,399	$ 688		$ 5,233
Increase (decrease) in net assets
Operations:
Net investment income (loss)	25	(1)		(5)	(39)
Total realized gain (loss) on investments
and capital gains distributions	(136)	87		(246)	2
Net unrealized appreciation (depreciation)
of investments	4	(403)		(140)	(2,082)
Net increase (decrease) in net assets from operations	(107)	(317)		(391)	(2,119)
Changes from principal transactions:
Total unit transactions	9	118		(31)	(349)
Increase (decrease) in assets derived from principal
transactions	9	118		(31)	(349)
Total increase (decrease)	(98)	(199)		(422)	(2,468)
Net assets at December 31, 2008	170	1,200		266	2,765
Increase (decrease) in net assets
Operations:
Net investment income (loss)	2	12		(2)	(27)
Total realized gain (loss) on investments
and capital gains distributions	(20)	(248)		(23)	(275)
Net unrealized appreciation (depreciation)
of investments	19	626		107	1,154
Net increase (decrease) in net assets from operations	1	390		82	852
Changes from principal transactions:
Total unit transactions	(171)	(281)		(10)	(282)
Increase (decrease) in assets derived from principal
transactions	(171)	(281)		(10)	(282)
Total increase (decrease)	(170)	109		72	570
Net assets at December 31, 2009	$ -	$ 1,309	$ 338		$ 3,335

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

83

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the years ended December 31, 2009 and 2008
(Dollars in thousands)

				ING Legg
				Mason
	ING Columbia			Partners
	Small Cap	ING Davis New	ING JPMorgan	Aggressive
	Value	York Venture	Mid Cap Value	Growth
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Service Class	Initial Class
Net assets at January 1, 2008	$ 1,676	$ 3,386	$ 2,982	$ 32,332
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(13)	(11)	23	(321)
Total realized gain (loss) on investments
and capital gains distributions	(29)	(51)	165	1,691
Net unrealized appreciation (depreciation)
of investments	(484)	(1,332)	(1,009)	(13,101)
Net increase (decrease) in net assets from operations	(526)	(1,394)	(821)	(11,731)
Changes from principal transactions:
Total unit transactions	(389)	126	(631)	(4,303)
Increase (decrease) in assets derived from principal
transactions	(389)	126	(631)	(4,303)
Total increase (decrease)	(915)	(1,268)	(1,452)	(16,034)
Net assets at December 31, 2008	761	2,118	1,530	16,298
Increase (decrease) in net assets
Operations:
Net investment income (loss)	1	(9)	7	(212)
Total realized gain (loss) on investments
and capital gains distributions	(114)	(548)	(157)	439
Net unrealized appreciation (depreciation)
of investments	254	1,202	496	4,349
Net increase (decrease) in net assets from operations	141	645	346	4,576
Changes from principal transactions:
Total unit transactions	(239)	(282)	(112)	(2,199)
Increase (decrease) in assets derived from principal
transactions	(239)	(282)	(112)	(2,199)
Total increase (decrease)	(98)	363	234	2,377
Net assets at December 31, 2009	$ 663	$ 2,481	$ 1,764	$ 18,675

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

84

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the years ended December 31, 2009 and 2008
(Dollars in thousands)

				ING
	ING Neuberger	ING Neuberger	ING	Oppenheimer
	Berman	Berman	Oppenheimer	Strategic
	Partners	Partners	Global	Income
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Initial Class	Service Class	Initial Class	Initial Class
Net assets at January 1, 2008	$ 40,033	$ 47	$ 159,447	$ 66,638
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(288)	(1)	1,267	2,283
Total realized gain (loss) on investments
and capital gains distributions	(865)	(33)	11,929	1,017
Net unrealized appreciation (depreciation)
of investments	(15,646)	(39)	(71,805)	(13,035)
Net increase (decrease) in net assets from operations	(16,799)	(73)	(58,609)	(9,735)
Changes from principal transactions:
Total unit transactions	(9,189)	252	(24,216)	(12,876)
Increase (decrease) in assets derived from principal
transactions	(9,189)	252	(24,216)	(12,876)
Total increase (decrease)	(25,988)	179	(82,825)	(22,611)
Net assets at December 31, 2008	14,045	226	76,622	44,027
Increase (decrease) in net assets
Operations:
Net investment income (loss)	466	5	1,043	1,156
Total realized gain (loss) on investments
and capital gains distributions	(10,941)	(22)	(1,495)	(694)
Net unrealized appreciation (depreciation)
of investments	12,537	38	26,495	7,170
Net increase (decrease) in net assets from operations	2,062	21	26,043	7,632
Changes from principal transactions:
Total unit transactions	(16,107)	(247)	(11,001)	(7,929)
Increase (decrease) in assets derived from principal
transactions	(16,107)	(247)	(11,001)	(7,929)
Total increase (decrease)	(14,045)	(226)	15,042	(297)
Net assets at December 31, 2009	$ -	$ -	$ 91,664	$ 43,730

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

85

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the years ended December 31, 2009 and 2008
(Dollars in thousands)

ING
Oppenheimer
	Strategic		ING PIMCO	ING Pioneer
	Income		Total Return	High Yield	ING Solution
	Portfolio -		Portfolio -	Portfolio -	2015 Portfolio -
	Service Class		Service Class	Initial Class	Service Class
Net assets at January 1, 2008	$ 20		$ 8,027	$ 355	$ 1,452
Increase (decrease) in net assets
Operations:
Net investment income (loss)		1	339	433	26
Total realized gain (loss) on investments
and capital gains distributions		-	218	(453)	113
Net unrealized appreciation (depreciation)
of investments		(4)	(649)	(4,889)	(908)
Net increase (decrease) in net assets from operations		(3)	(92)	(4,909)	(769)
Changes from principal transactions:
Total unit transactions		(1)	2,005	17,222	1,740
Increase (decrease) in assets derived from principal
transactions		(1)	2,005	17,222	1,740
Total increase (decrease)		(4)	1,913	12,313	971
Net assets at December 31, 2008		16	9,940	12,668	2,423
Increase (decrease) in net assets
Operations:
Net investment income (loss)		3	294	1,054	90
Total realized gain (loss) on investments
and capital gains distributions		(1)	482	(769)	(100)
Net unrealized appreciation (depreciation)
of investments		20	555	7,802	565
Net increase (decrease) in net assets from operations		22	1,331	8,087	555
Changes from principal transactions:
Total unit transactions		70	3,067	(1,370)	327
Increase (decrease) in assets derived from principal
transactions		70	3,067	(1,370)	327
Total increase (decrease)		92	4,398	6,717	882
Net assets at December 31, 2009	$ 108		$ 14,338	$ 19,385	$ 3,305

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

86

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the years ended December 31, 2009 and 2008
(Dollars in thousands)

				ING Solution
	ING Solution	ING Solution	ING Solution	Income
	2025 Portfolio -	2035 Portfolio -	2045 Portfolio -	Portfolio -
	Service Class	Service Class	Service Class	Service Class
Net assets at January 1, 2008	$ 2,417	$ 1,630	$ 1,381	$ 1,264
Increase (decrease) in net assets
Operations:
Net investment income (loss)	6	6	2	10
Total realized gain (loss) on investments
and capital gains distributions	(30)	(33)	(220)	11
Net unrealized appreciation (depreciation)
of investments	(680)	(626)	(308)	(241)
Net increase (decrease) in net assets from operations	(704)	(653)	(526)	(220)
Changes from principal transactions:
Total unit transactions	(246)	219	(91)	305
Increase (decrease) in assets derived from principal
transactions	(246)	219	(91)	305
Total increase (decrease)	(950)	(434)	(617)	85
Net assets at December 31, 2008	1,467	1,196	764	1,349
Increase (decrease) in net assets
Operations:
Net investment income (loss)	45	40	16	71
Total realized gain (loss) on investments
and capital gains distributions	(257)	(120)	(27)	(134)
Net unrealized appreciation (depreciation)
of investments	574	526	269	264
Net increase (decrease) in net assets from operations	362	446	258	201
Changes from principal transactions:
Total unit transactions	180	697	178	(114)
Increase (decrease) in assets derived from principal
transactions	180	697	178	(114)
Total increase (decrease)	542	1,143	436	87
Net assets at December 31, 2009	$ 2,009	$ 2,339	$ 1,200	$ 1,436

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

87

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the years ended December 31, 2009 and 2008
(Dollars in thousands)

ING T. Rowe
	Price	ING T. Rowe
	Diversified Mid	Price Growth	ING Templeton	ING Templeton
	Cap Growth	Equity	Foreign Equity	Foreign Equity
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Initial Class	Initial Class	Initial Class	Service Class
Net assets at January 1, 2008	$ 68,707	$ 53,823	$ -	$ 1,538
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(392)	16	394	(5)
Total realized gain (loss) on investments
and capital gains distributions	8,428	4,236	(1,809)	(26)
Net unrealized appreciation (depreciation)
of investments	(35,176)	(25,140)	(11,194)	(45)
Net increase (decrease) in net assets from operations	(27,140)	(20,888)	(12,609)	(76)
Changes from principal transactions:
Total unit transactions	(8,917)	(7,724)	30,850	(1,462)
Increase (decrease) in assets derived from principal
transactions	(8,917)	(7,724)	30,850	(1,462)
Total increase (decrease)	(36,057)	(28,612)	18,241	(1,538)
Net assets at December 31, 2008	32,650	25,211	18,241	-
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(265)	(303)	(211)	-
Total realized gain (loss) on investments
and capital gains distributions	(2,117)	376	(2,245)	-
Net unrealized appreciation (depreciation)
of investments	15,853	9,652	7,347	-
Net increase (decrease) in net assets from operations	13,471	9,725	4,891	-
Changes from principal transactions:
Total unit transactions	(3,996)	(3,147)	(2,062)	-
Increase (decrease) in assets derived from principal
transactions	(3,996)	(3,147)	(2,062)	-
Total increase (decrease)	9,475	6,578	2,829	-
Net assets at December 31, 2009	$ 42,125	$ 31,789	$ 21,070	$ -

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

88

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the years ended December 31, 2009 and 2008
(Dollars in thousands)

	ING	ING UBS U.S.	ING Van	ING Van
	Thornburg	Large Cap	Kampen	Kampen Equity
	Value	Equity	Comstock	and Income
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Initial Class	Initial Class	Service Class	Initial Class
Net assets at January 1, 2008	$ 27,434	$ 30,926	$ 2,568	$ 112,954
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(134)	254	57	3,379
Total realized gain (loss) on investments
and capital gains distributions	1,095	661	61	4,903
Net unrealized appreciation (depreciation)
of investments	(11,027)	(12,137)	(955)	(32,701)
Net increase (decrease) in net assets from operations	(10,066)	(11,222)	(837)	(24,419)
Changes from principal transactions:
Total unit transactions	(3,947)	(4,407)	(361)	(21,242)
Increase (decrease) in assets derived from principal
transactions	(3,947)	(4,407)	(361)	(21,242)
Total increase (decrease)	(14,013)	(15,629)	(1,198)	(45,661)
Net assets at December 31, 2008	13,421	15,297	1,370	67,293
Increase (decrease) in net assets
Operations:
Net investment income (loss)	5	36	13	436
Total realized gain (loss) on investments
and capital gains distributions	65	(655)	(475)	(3,284)
Net unrealized appreciation (depreciation)
of investments	5,152	4,612	691	15,032
Net increase (decrease) in net assets from operations	5,222	3,993	229	12,184
Changes from principal transactions:
Total unit transactions	(1,293)	(2,674)	(574)	(12,682)
Increase (decrease) in assets derived from principal
transactions	(1,293)	(2,674)	(574)	(12,682)
Total increase (decrease)	3,929	1,319	(345)	(498)
Net assets at December 31, 2009	$ 17,350	$ 16,616	$ 1,025	$ 66,795

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

89

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the years ended December 31, 2009 and 2008
(Dollars in thousands)

	ING Strategic	ING Strategic	ING Strategic
	Allocation	Allocation	Allocation	ING Growth
	Conservative	Growth	Moderate	and Income
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Class I	Class I	Class I	Class I
Net assets at January 1, 2008	$ 13,112	$ 14,104	$ 16,300	$ 339,189
Increase (decrease) in net assets
Operations:
Net investment income (loss)	333	136	245	947
Total realized gain (loss) on investments
and capital gains distributions	641	1,355	1,195	4,363
Net unrealized appreciation (depreciation)
of investments	(3,955)	(6,271)	(6,295)	(129,666)
Net increase (decrease) in net assets from operations	(2,981)	(4,780)	(4,855)	(124,356)
Changes from principal transactions:
Total unit transactions	(1,853)	(886)	(1,837)	(28,154)
Increase (decrease) in assets derived from principal
transactions	(1,853)	(886)	(1,837)	(28,154)
Total increase (decrease)	(4,834)	(5,666)	(6,692)	(152,510)
Net assets at December 31, 2008	8,278	8,438	9,608	186,679
Increase (decrease) in net assets
Operations:
Net investment income (loss)	573	754	743	761
Total realized gain (loss) on investments
and capital gains distributions	(886)	(893)	(932)	(5,761)
Net unrealized appreciation (depreciation)
of investments	1,547	1,880	1,817	54,072
Net increase (decrease) in net assets from operations	1,234	1,741	1,628	49,072
Changes from principal transactions:
Total unit transactions	(818)	(1,485)	(1,191)	(20,232)
Increase (decrease) in assets derived from principal
transactions	(818)	(1,485)	(1,191)	(20,232)
Total increase (decrease)	416	256	437	28,840
Net assets at December 31, 2009	$ 8,694	$ 8,694	$ 10,045	$ 215,519

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

90

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the years ended December 31, 2009 and 2008
(Dollars in thousands)

	ING GET U.S.	ING GET U.S.	ING GET U.S.	ING GET U.S.
	Core Portfolio -	Core Portfolio -	Core Portfolio -	Core Portfolio -
	Series 3	Series 4	Series 5	Series 6
Net assets at January 1, 2008	$ 23,314	$ 4,033	$ 2,393	$ 31,137
Increase (decrease) in net assets
Operations:
Net investment income (loss)	64	33	-	57
Total realized gain (loss) on investments
and capital gains distributions	995	331	268	3,566
Net unrealized appreciation (depreciation)
of investments	(2,136)	(623)	(479)	(5,913)
Net increase (decrease) in net assets from operations	(1,077)	(259)	(211)	(2,290)
Changes from principal transactions:
Total unit transactions	(5,430)	(1,231)	(497)	(6,402)
Increase (decrease) in assets derived from principal
transactions	(5,430)	(1,231)	(497)	(6,402)
Total increase (decrease)	(6,507)	(1,490)	(708)	(8,692)
Net assets at December 31, 2008	16,807	2,543	1,685	22,445
Increase (decrease) in net assets
Operations:
Net investment income (loss)	275	82	31	74
Total realized gain (loss) on investments
and capital gains distributions	(1,224)	(533)	(72)	(1,088)
Net unrealized appreciation (depreciation)
of investments	831	434	38	947
Net increase (decrease) in net assets from operations	(118)	(17)	(3)	(67)
Changes from principal transactions:
Total unit transactions	(16,689)	(2,526)	(201)	(3,883)
Increase (decrease) in assets derived from principal
transactions	(16,689)	(2,526)	(201)	(3,883)
Total increase (decrease)	(16,807)	(2,543)	(204)	(3,950)
Net assets at December 31, 2009	$ -	$ -	$ 1,481	$ 18,495

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

91

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the years ended December 31, 2009 and 2008
(Dollars in thousands)

	ING GET U.S.	ING GET U.S.	ING GET U.S.	ING GET U.S.
	Core Portfolio -	Core Portfolio -	Core Portfolio -	Core Portfolio -
	Series 7	Series 8	Series 9	Series 10
Net assets at January 1, 2008	$ 19,355	$ 15,240	$ 11,868	$ 9,950
Increase (decrease) in net assets
Operations:
Net investment income (loss)	47	36	48	79
Total realized gain (loss) on investments
and capital gains distributions	2,401	2,047	1,679	1,178
Net unrealized appreciation (depreciation)
of investments	(3,677)	(3,239)	(2,484)	(1,796)
Net increase (decrease) in net assets from operations	(1,229)	(1,156)	(757)	(539)
Changes from principal transactions:
Total unit transactions	(5,533)	(3,162)	(2,981)	(2,889)
Increase (decrease) in assets derived from principal
transactions	(5,533)	(3,162)	(2,981)	(2,889)
Total increase (decrease)	(6,762)	(4,318)	(3,738)	(3,428)
Net assets at December 31, 2008	12,593	10,922	8,130	6,522
Increase (decrease) in net assets
Operations:
Net investment income (loss)	61	49	42	57
Total realized gain (loss) on investments
and capital gains distributions	(571)	(663)	(343)	(415)
Net unrealized appreciation (depreciation)
of investments	393	596	274	180
Net increase (decrease) in net assets from operations	(117)	(18)	(27)	(178)
Changes from principal transactions:
Total unit transactions	(1,890)	(2,221)	(1,059)	(1,565)
Increase (decrease) in assets derived from principal
transactions	(1,890)	(2,221)	(1,059)	(1,565)
Total increase (decrease)	(2,007)	(2,239)	(1,086)	(1,743)
Net assets at December 31, 2009	$ 10,586	$ 8,683	$ 7,044	$ 4,779

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

92

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the years ended December 31, 2009 and 2008
(Dollars in thousands)

	ING GET U.S.	ING GET U.S.	ING GET U.S.	ING GET U.S.
	Core Portfolio -	Core Portfolio -	Core Portfolio -	Core Portfolio -
	Series 11	Series 12	Series 13	Series 14
Net assets at January 1, 2008	$ 11,430	$ 42,061	$ 33,324	$ 25,572
Increase (decrease) in net assets
Operations:
Net investment income (loss)	70	(4)	54	(15)
Total realized gain (loss) on investments
and capital gains distributions	1,405	5,062	1,389	160
Net unrealized appreciation (depreciation)
of investments	(1,698)	(8,028)	(1,590)	(20)
Net increase (decrease) in net assets from operations	(223)	(2,970)	(147)	125
Changes from principal transactions:
Total unit transactions	(3,077)	(18,690)	(13,741)	(4,606)
Increase (decrease) in assets derived from principal
transactions	(3,077)	(18,690)	(13,741)	(4,606)
Total increase (decrease)	(3,300)	(21,660)	(13,888)	(4,481)
Net assets at December 31, 2008	8,130	20,401	19,436	21,091
Increase (decrease) in net assets
Operations:
Net investment income (loss)	159	265	325	387
Total realized gain (loss) on investments
and capital gains distributions	(557)	(1,488)	(354)	(123)
Net unrealized appreciation (depreciation)
of investments	192	712	(694)	(825)
Net increase (decrease) in net assets from operations	(206)	(511)	(723)	(561)
Changes from principal transactions:
Total unit transactions	(1,900)	(4,304)	(4,261)	(7,952)
Increase (decrease) in assets derived from principal
transactions	(1,900)	(4,304)	(4,261)	(7,952)
Total increase (decrease)	(2,106)	(4,815)	(4,984)	(8,513)
Net assets at December 31, 2009	$ 6,024	$ 15,586	$ 14,452	$ 12,578

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

93

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the years ended December 31, 2009 and 2008
(Dollars in thousands)

ING BlackRock
Science and
	Technology	ING Index Plus	ING Index Plus	ING Index Plus
	Opportunities	LargeCap	MidCap	SmallCap
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Class I	Class I	Class I	Class I
Net assets at January 1, 2008	$ 9,192	$ 155,324	$ 14,668	$ 6,359
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(68)	1,188	67	6
Total realized gain (loss) on investments
and capital gains distributions	148	18,649	1,344	113
Net unrealized appreciation (depreciation)
of investments	(3,138)	(74,251)	(6,555)	(2,004)
Net increase (decrease) in net assets from operations	(3,058)	(54,414)	(5,144)	(1,885)
Changes from principal transactions:
Total unit transactions	(2,391)	(21,001)	(1,710)	(1,009)
Increase (decrease) in assets derived from principal
transactions	(2,391)	(21,001)	(1,710)	(1,009)
Total increase (decrease)	(5,449)	(75,415)	(6,854)	(2,894)
Net assets at December 31, 2008	3,743	79,909	7,814	3,465
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(51)	1,552	74	36
Total realized gain (loss) on investments
and capital gains distributions	(185)	(3,224)	(608)	(347)
Net unrealized appreciation (depreciation)
of investments	2,199	16,931	2,701	1,080
Net increase (decrease) in net assets from operations	1,963	15,259	2,167	769
Changes from principal transactions:
Total unit transactions	(50)	(10,807)	(682)	(295)
Increase (decrease) in assets derived from principal
transactions	(50)	(10,807)	(682)	(295)
Total increase (decrease)	1,913	4,452	1,485	474
Net assets at December 31, 2009	$ 5,656	$ 84,361	$ 9,299	$ 3,939

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

94

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the years ended December 31, 2009 and 2008
(Dollars in thousands)

				ING
	ING	ING		Opportunistic	ING
	International	International		Large Cap	Opportunistic
	Index	Index		Growth	Large Cap
	Portfolio -	Portfolio -		Portfolio -	Portfolio -
	Class I	Class S		Class I	Class I
Net assets at January 1, 2008	$ -	$ -		$ 17,364	$ 8,809
Increase (decrease) in net assets
Operations:
Net investment income (loss)	3		-	(45)	59
Total realized gain (loss) on investments
and capital gains distributions	-		-	663	1,286
Net unrealized appreciation (depreciation)
of investments	(104)		-	(7,666)	(4,318)
Net increase (decrease) in net assets from operations	(101)		-	(7,048)	(2,973)
Changes from principal transactions:
Total unit transactions	312		-	(2,353)	(1,154)
Increase (decrease) in assets derived from principal
transactions	312		-	(2,353)	(1,154)
Total increase (decrease)	211		-	(9,401)	(4,127)
Net assets at December 31, 2008	211		-	7,963	4,682
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(58)		-	24	54
Total realized gain (loss) on investments
and capital gains distributions	23		2	(672)	(643)
Net unrealized appreciation (depreciation)
of investments	1,073		3	1,912	1,931
Net increase (decrease) in net assets from operations	1,038		5	1,264	1,342
Changes from principal transactions:
Total unit transactions	10,608		37	(9,227)	7,464
Increase (decrease) in assets derived from principal
transactions	10,608		37	(9,227)	7,464
Total increase (decrease)	11,646		42	(7,963)	8,806
Net assets at December 31, 2009	$ 11,857	$ 42		$ -	$ 13,488

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

95

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the years ended December 31, 2009 and 2008
(Dollars in thousands)

	ING		ING Russell™	ING Russell™	ING Russell™
	Opportunistic		Large Cap	Large Cap	Large Cap
	Large Cap		Growth Index	Index	Value Index
	Portfolio -		Portfolio -	Portfolio -	Portfolio -
	Class S		Class I	Class I	Class I
Net assets at January 1, 2008	$ 784		$ -	$ -	$ -
Increase (decrease) in net assets
Operations:
Net investment income (loss)		3	-	7	-
Total realized gain (loss) on investments
and capital gains distributions		44	-	(6)	-
Net unrealized appreciation (depreciation)
of investments		(266)	-	(12)	-
Net increase (decrease) in net assets from operations		(219)	-	(11)	-
Changes from principal transactions:
Total unit transactions		(280)	-	652	-
Increase (decrease) in assets derived from principal
transactions		(280)	-	652	-
Total increase (decrease)		(499)	-	641	-
Net assets at December 31, 2008		285	-	641	-
Increase (decrease) in net assets
Operations:
Net investment income (loss)		6	(165)	(115)	(56)
Total realized gain (loss) on investments
and capital gains distributions		(163)	270	321	188
Net unrealized appreciation (depreciation)
of investments		166	4,353	3,039	1,582
Net increase (decrease) in net assets from operations		9	4,458	3,245	1,714
Changes from principal transactions:
Total unit transactions		(294)	24,450	16,229	8,470
Increase (decrease) in assets derived from principal
transactions		(294)	24,450	16,229	8,470
Total increase (decrease)		(285)	28,908	19,474	10,184
Net assets at December 31, 2009	$ -		$ 28,908	$ 20,115	$ 10,184

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

96

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the years ended December 31, 2009 and 2008
(Dollars in thousands)

	ING Russell™	ING Russell™		ING Russell™
	Large Cap	Mid Cap	ING Russell™	Small Cap
	Value Index	Growth Index	Mid Cap Index	Index
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Class S	Class S	Class I	Class I
Net assets at January 1, 2008	$ -	$ -	$ -	$ -
Increase (decrease) in net assets
Operations:
Net investment income (loss)	-	-	-		-
Total realized gain (loss) on investments
and capital gains distributions	-	-	(5)		(6)
Net unrealized appreciation (depreciation)
of investments	-	-	(13)		(10)
Net increase (decrease) in net assets from operations	-	-	(18)		(16)
Changes from principal transactions:
Total unit transactions	-	-	47		51
Increase (decrease) in assets derived from principal
transactions	-	-	47		51
Total increase (decrease)	-	-	29		35
Net assets at December 31, 2008	-	-	29		35
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(10)	-	(1)		(1)
Total realized gain (loss) on investments
and capital gains distributions	20	1	-		(9)
Net unrealized appreciation (depreciation)
of investments	238	10	39		38
Net increase (decrease) in net assets from operations	248	11	38		28
Changes from principal transactions:
Total unit transactions	1,320	90	92		60
Increase (decrease) in assets derived from principal
transactions	1,320	90	92		60
Total increase (decrease)	1,568	101	130		88
Net assets at December 31, 2009	$ 1,568	$ 101	$ 159	$ 123

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

97

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the years ended December 31, 2009 and 2008
(Dollars in thousands)

			ING
	ING Small	ING U.S. Bond	International	ING MidCap
	Company	Index	Value	Opportunities
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Class I	Class I	Class I	Class I
Net assets at January 1, 2008	$ 53,080	$ -	$ 6,503	$ 860
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(50)	1	91	(6)
Total realized gain (loss) on investments
and capital gains distributions	3,837	1	344	(14)
Net unrealized appreciation (depreciation)
of investments	(18,242)	4	(2,981)	(312)
Net increase (decrease) in net assets from operations	(14,455)	6	(2,546)	(332)
Changes from principal transactions:
Total unit transactions	(10,756)	90	(350)	(30)
Increase (decrease) in assets derived from principal
transactions	(10,756)	90	(350)	(30)
Total increase (decrease)	(25,211)	96	(2,896)	(362)
Net assets at December 31, 2008	27,869	96	3,607	498
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(143)	9	23	(3)
Total realized gain (loss) on investments
and capital gains distributions	(2,713)	15	(1,727)	(133)
Net unrealized appreciation (depreciation)
of investments	9,234	4	2,308	280
Net increase (decrease) in net assets from operations	6,378	28	604	144
Changes from principal transactions:
Total unit transactions	(3,347)	551	(891)	(119)
Increase (decrease) in assets derived from principal
transactions	(3,347)	551	(891)	(119)
Total increase (decrease)	3,031	579	(287)	25
Net assets at December 31, 2009	$ 30,900	$ 675	$ 3,320	$ 523

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

98

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the years ended December 31, 2009 and 2008
(Dollars in thousands)

				Janus Aspen
	ING MidCap	ING SmallCap	ING SmallCap	Series Balanced
	Opportunities	Opportunities	Opportunities	Portfolio -
	Portfolio -	Portfolio -	Portfolio -	Institutional
	Class S	Class I	Class S	Shares
Net assets at January 1, 2008	$ 6,959	$ 410	$ 4,184	$ 23
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(58)	(3)	(39)	-
Total realized gain (loss) on investments
and capital gains distributions	782	(20)	607	2
Net unrealized appreciation (depreciation)
of investments	(2,722)	(128)	(1,789)	(5)
Net increase (decrease) in net assets from operations	(1,998)	(151)	(1,221)	(3)
Changes from principal transactions:
Total unit transactions	(2,241)	263	(1,087)	(4)
Increase (decrease) in assets derived from principal
transactions	(2,241)	263	(1,087)	(4)
Total increase (decrease)	(4,239)	112	(2,308)	(7)
Net assets at December 31, 2008	2,720	522	1,876	16
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(29)	(3)	(22)	1
Total realized gain (loss) on investments
and capital gains distributions	125	(182)	(167)	-
Net unrealized appreciation (depreciation)
of investments	809	206	658	3
Net increase (decrease) in net assets from operations	905	21	469	4
Changes from principal transactions:
Total unit transactions	(636)	(223)	(341)	(7)
Increase (decrease) in assets derived from principal
transactions	(636)	(223)	(341)	(7)
Total increase (decrease)	269	(202)	128	(3)
Net assets at December 31, 2009	$ 2,989	$ 320	$ 2,004	$ 13

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

99

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the years ended December 31, 2009 and 2008
(Dollars in thousands)

	Janus Aspen		Janus Aspen				Janus Aspen
	Series		Series Flexible		Janus Aspen		Series
	Enterprise		Bond		Series Janus		Worldwide
	Portfolio -		Portfolio -		Portfolio -		Portfolio -
	Institutional		Institutional		Institutional		Institutional
	Shares		Shares		Shares		Shares
Net assets at January 1, 2008	$ 8		$ 12		$ 9		$ 8
Increase (decrease) in net assets
Operations:
Net investment income (loss)		-		-		-		-
Total realized gain (loss) on investments
and capital gains distributions		1		-		-		-
Net unrealized appreciation (depreciation)
of investments		(3)		-		(4)		(2)
Net increase (decrease) in net assets from operations		(2)		-		(4)		(2)
Changes from principal transactions:
Total unit transactions		(5)		(9)		-		(4)
Increase (decrease) in assets derived from principal
transactions		(5)		(9)		-		(4)
Total increase (decrease)		(7)		(9)		(4)		(6)
Net assets at December 31, 2008		1		3		5		2
Increase (decrease) in net assets
Operations:
Net investment income (loss)		-		-		-		-
Total realized gain (loss) on investments
and capital gains distributions		-		-		(1)		-
Net unrealized appreciation (depreciation)
of investments		1		-		2		1
Net increase (decrease) in net assets from operations		1		-		1		1
Changes from principal transactions:
Total unit transactions		-		-		(4)		(2)
Increase (decrease) in assets derived from principal
transactions		-		-		(4)		(2)
Total increase (decrease)		1		-		(3)		(1)
Net assets at December 31, 2009	$ 2		$ 3		$ 2		$ 1

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

100

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the years ended December 31, 2009 and 2008
(Dollars in thousands)

	Lord Abbett
	Series Fund -				Oppenheimer
	Mid-Cap Value	Oppenheimer		Oppenheimer	Main Street
	Portfolio -	Global		Main Street	Small Cap
	Class VC	Securities/VA		Fund®/VA	Fund®/VA
Net assets at January 1, 2008	$ 4,141	$ 84		$ 434	$ 617
Increase (decrease) in net assets
Operations:
Net investment income (loss)	8		1	2	(1)
Total realized gain (loss) on investments
and capital gains distributions	(235)		5	19	10
Net unrealized appreciation (depreciation)
of investments	(1,270)		(37)	(191)	(245)
Net increase (decrease) in net assets from operations	(1,497)		(31)	(170)	(236)
Changes from principal transactions:
Total unit transactions	(644)		(6)	(9)	1
Increase (decrease) in assets derived from principal
transactions	(644)		(6)	(9)	1
Total increase (decrease)	(2,141)		(37)	(179)	(235)
Net assets at December 31, 2008	2,000		47	255	382
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(7)		1	2	-
Total realized gain (loss) on investments
and capital gains distributions	(594)		-	(14)	(26)
Net unrealized appreciation (depreciation)
of investments	980		17	76	173
Net increase (decrease) in net assets from operations	379		18	64	147
Changes from principal transactions:
Total unit transactions	(278)		(3)	(31)	57
Increase (decrease) in assets derived from principal
transactions	(278)		(3)	(31)	57
Total increase (decrease)	101		15	33	204
Net assets at December 31, 2009	$ 2,101	$ 62		$ 288	$ 586

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

101

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the years ended December 31, 2009 and 2008
(Dollars in thousands)

		PIMCO Real	Pioneer
		Return	Emerging	Pioneer High
	Oppenheimer	Portfolio -	Markets VCT	Yield VCT
	MidCap	Administrative	Portfolio -	Portfolio -
	Fund/VA	Class	Class I	Class I
Net assets at January 1, 2008	$ 180	$ 4,609	$ 2,870	$ 1,452
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(1)	176	(10)	62
Total realized gain (loss) on investments
and capital gains distributions	(20)	-	(307)	(200)
Net unrealized appreciation (depreciation)
of investments	(28)	(764)	(1,479)	(169)
Net increase (decrease) in net assets from operations	(49)	(588)	(1,796)	(307)
Changes from principal transactions:
Total unit transactions	(94)	1,867	(41)	(837)
Increase (decrease) in assets derived from principal
transactions	(94)	1,867	(41)	(837)
Total increase (decrease)	(143)	1,279	(1,837)	(1,144)
Net assets at December 31, 2008	37	5,888	1,033	308
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(1)	167	7	24
Total realized gain (loss) on investments
and capital gains distributions	(22)	157	(702)	(124)
Net unrealized appreciation (depreciation)
of investments	31	821	1,653	252
Net increase (decrease) in net assets from operations	8	1,145	958	152
Changes from principal transactions:
Total unit transactions	150	1,679	829	91
Increase (decrease) in assets derived from principal
transactions	150	1,679	829	91
Total increase (decrease)	158	2,824	1,787	243
Net assets at December 31, 2009	$ 195	$ 8,712	$ 2,820	$ 551

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

102

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the years ended December 31, 2009 and 2008
(Dollars in thousands)

Premier VIT
OpCap Mid
	Cap Portfolio -	Wanger
	Class I	International	Wanger Select	Wanger USA
Net assets at January 1, 2008	$ -	$ 1,172	$ 4,305	$ 436
Increase (decrease) in net assets
Operations:
Net investment income (loss)	-	2	(26)	(3)
Total realized gain (loss) on investments
and capital gains distributions	-	(271)	(189)	(22)
Net unrealized appreciation (depreciation)
of investments	-	(185)	(1,660)	(142)
Net increase (decrease) in net assets from operations	-	(454)	(1,875)	(167)
Changes from principal transactions:
Total unit transactions	-	(312)	(698)	(38)
Increase (decrease) in assets derived from principal
transactions	-	(312)	(698)	(38)
Total increase (decrease)	-	(766)	(2,573)	(205)
Net assets at December 31, 2008	-	406	1,732	231
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(2)	23	(17)	(2)
Total realized gain (loss) on investments
and capital gains distributions	1	(13)	(652)	(107)
Net unrealized appreciation (depreciation)
of investments	100	224	1,708	219
Net increase (decrease) in net assets from operations	99	234	1,039	110
Changes from principal transactions:
Total unit transactions	609	773	74	91
Increase (decrease) in assets derived from principal
transactions	609	773	74	91
Total increase (decrease)	708	1,007	1,113	201
Net assets at December 31, 2009	$ 708	$ 1,413	$ 2,845	$ 432

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

103

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements

1. Organization

Variable Annuity Account B of ING Life Insurance and Annuity Company (the
“Account”) was established by ING Life Insurance and Annuity Company (“ILIAC” or
the “Company”) to support the operations of variable annuity contracts (“Contracts”).
The Company is an indirect wholly owned subsidiary of ING America Insurance
Holdings, Inc. (“ING AIH”), an insurance holding company domiciled in the State of
Delaware. ING AIH is an indirect wholly owned subsidiary of ING Groep, N.V.
(“ING”), a global financial services holding company based in The Netherlands.

As part of a restructuring plan approved by the European Commission (“EC”), ING has
agreed to separate its banking and insurance businesses by 2013. ING intends to achieve
this separation over the next four years by divestment of its insurance and investment
management operations, including the Account. ING has announced that it will explore
all options for implementing the separation including initial public offerings, sales, or
combinations thereof.

The Account is registered as a unit investment trust with the Securities and Exchange
Commission under the Investment Company Act of 1940, as amended. The Account is
exclusively for use with Contracts that may be entitled to tax-deferred treatment under
specific sections of the Internal Revenue Code of 1986, as amended. ILIAC provides for
variable accumulation and benefits under the Contracts by crediting annuity
considerations to one or more divisions within the Account or the fixed separate account,
which is not part of the Account, as directed by the contractowners. The portion of the
Account’s assets applicable to Contracts will not be charged with liabilities arising out of
any other business ILIAC may conduct, but obligations of the Account, including the
promise to make benefit payments, are obligations of ILIAC. The assets and liabilities of
the Account are clearly identified and distinguished from the other assets and liabilities of
ILIAC.

At December 31, 2009, the Account had 138 investment divisions (the “Divisions”), 36
of which invest in independently managed mutual funds and 102 of which invest in
mutual funds managed by affiliates, either Directed Services LLC (“DSL”), or ING
Investments, LLC (“IIL”). The assets in each Division are invested in shares of a
designated fund (“Fund”) of various investment trusts (the “Trusts”). Investment
Divisions with asset balances at December 31, 2009 and related Trusts are as follows:

AIM Variable Insurance Funds:	Federated Insurance Series (continued):
AIM V.I. Capital Appreciation Fund - Series I Shares	Federated High Income Bond Fund II - Primary
AIM V.I. Core Equity Fund - Series I Shares	Shares
Calvert Variable Series, Inc.:	Federated International Equity Fund II
Calvert Social Balanced Portfolio	Federated Mid Cap Growth Strategies Fund II
Federated Insurance Series:	Federated Prime Money Fund II
Federated Capital Income Fund II	Fidelity® Variable Insurance Products:
Federated Clover Value Fund II - Primary Shares	Fidelity® VIP Equity-Income Portfolio - Initial Class
Federated Equity Income Fund II	Fidelity® VIP Growth Portfolio - Initial Class
Federated Fund for U.S. Government Securities II	Fidelity® VIP High Income Portfolio - Initial Class
	Fidelity® VIP Overseas Portfolio - Initial Class

104

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements

Fidelity® Variable Insurance Products II:	ING Investors Trust (continued):
Fidelity® VIP Contrafund® Portfolio - Initial Class	ING Pioneer Mid Cap Value Portfolio - Service Class
Fidelity® VIP Index 500 Portfolio - Initial Class	ING Retirement Growth Portfolio - Adviser Class**
Fidelity® Variable Insurance Products V:	ING Retirement Moderate Growth Portfolio - Adviser
Fidelity® VIP Investment Grade Bond Portfolio -	Class**
Initial Class	ING Retirement Moderate Portfolio - Adviser Class**
Franklin Templeton Variable Insurance Products Trust:	ING T. Rowe Price Capital Appreciation Portfolio -
Franklin Small Cap Value Securities Fund - Class 2	Service Class
ING Balanced Portfolio, Inc.:	ING T. Rowe Price Equity Income Portfolio - Service
ING Balanced Portfolio - Class I	Class
ING Intermediate Bond Portfolio:	ING Templeton Global Growth Portfolio - Service
ING Intermediate Bond Portfolio - Class I	Class
ING Investors Trust:	ING Van Kampen Growth and Income Portfolio -
ING American Funds Growth Portfolio	Service Class
ING American Funds Growth-Income Portfolio	ING Wells Fargo Small Cap Disciplined Portfolio -
ING American Funds International Portfolio	Service Class
ING Artio Foreign Portfolio - Service Class	ING Money Market Portfolio:
ING BlackRock Large Cap Growth Portfolio -	ING Money Market Portfolio - Class I
Institutional Class	ING Partners, Inc.:
ING Clarion Global Real Estate Portfolio -	ING American Century Small-Mid Cap Value
Institutional Class*	Portfolio - Service Class
ING Clarion Global Real Estate Portfolio - Service	ING Baron Asset Portfolio - Service Class
Class	ING Baron Small Cap Growth Portfolio - Service
ING Clarion Real Estate Portfolio - Service Class	Class
ING Evergreen Health Sciences Portfolio - Service	ING Columbia Small Cap Value Portfolio - Service
Class	Class
ING Evergreen Omega Portfolio - Institutional Class	ING Davis New York Venture Portfolio - Service
ING FMRSM Diversified Mid Cap Portfolio -	Class
Institutional Class	ING JPMorgan Mid Cap Value Portfolio - Service
ING FMRSM Diversified Mid Cap Portfolio - Service	Class
Class	ING Legg Mason Partners Aggressive Growth
ING Franklin Income Portfolio - Service Class	Portfolio - Initial Class
ING Franklin Mutual Shares Portfolio - Service Class	ING Oppenheimer Global Portfolio - Initial Class
ING Global Resources Portfolio - Service Class	ING Oppenheimer Strategic Income Portfolio - Initial
ING Janus Contrarian Portfolio - Service Class*	Class
ING JPMorgan Emerging Markets Equity Portfolio -	ING Oppenheimer Strategic Income Portfolio -
Institutional Class	Service Class
ING JPMorgan Emerging Markets Equity Portfolio -	ING PIMCO Total Return Portfolio - Service Class
Service Class	ING Pioneer High Yield Portfolio - Initial Class
ING JPMorgan Small Cap Core Equity Portfolio -	ING Solution 2015 Portfolio - Service Class
Institutional Class	ING Solution 2025 Portfolio - Service Class
ING JPMorgan Small Cap Core Equity Portfolio -	ING Solution 2035 Portfolio - Service Class
Service Class	ING Solution 2045 Portfolio - Service Class
ING Lord Abbett Affiliated Portfolio - Institutional	ING Solution Income Portfolio - Service Class
Class	ING T. Rowe Price Diversified Mid Cap Growth
ING Lord Abbett Affiliated Portfolio - Service Class	Portfolio - Initial Class
ING Marsico Growth Portfolio - Service Class	ING T. Rowe Price Growth Equity Portfolio - Initial
ING Marsico International Opportunities Portfolio -	Class
Service Class	ING Templeton Foreign Equity Portfolio - Initial
ING MFS Total Return Portfolio - Institutional Class	Class*
ING MFS Total Return Portfolio - Service Class	ING Thornburg Value Portfolio - Initial Class
ING MFS Utilities Portfolio - Service Class	ING UBS U.S. Large Cap Equity Portfolio - Initial
ING PIMCO High Yield Portfolio - Service Class	Class
ING Pioneer Equity Income Portfolio - Institutional	ING Van Kampen Comstock Portfolio - Service Class
Class	ING Van Kampen Equity and Income Portfolio -
ING Pioneer Fund Portfolio - Institutional Class	Initial Class
ING Pioneer Mid Cap Value Portfolio - Institutional
Class

105

VARIABLE ANNUITY ACCOUNT B OF
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Notes to Financial Statements

ING Strategic Allocation Portfolios, Inc.:	ING Variable Products Trust:
ING Strategic Allocation Conservative Portfolio -		ING International Value Portfolio - Class I
Class I		ING MidCap Opportunities Portfolio - Class I
ING Strategic Allocation Growth Portfolio - Class I		ING MidCap Opportunities Portfolio - Class S
ING Strategic Allocation Moderate Portfolio - Class I		ING SmallCap Opportunities Portfolio - Class I
ING Variable Funds:		ING SmallCap Opportunities Portfolio - Class S
ING Growth and Income Portfolio - Class I	Janus Aspen Series:
ING Variable Insurance Trust:		Janus Aspen Series Balanced Portfolio - Institutional
ING GET U.S. Core Portfolio - Series 5		Shares
ING GET U.S. Core Portfolio - Series 6		Janus Aspen Series Enterprise Portfolio - Institutional
ING GET U.S. Core Portfolio - Series 7		Shares
ING GET U.S. Core Portfolio - Series 8		Janus Aspen Series Flexible Bond Portfolio -
ING GET U.S. Core Portfolio - Series 9		Institutional Shares
ING GET U.S. Core Portfolio - Series 10		Janus Aspen Series Janus Portfolio - Institutional
ING GET U.S. Core Portfolio - Series 11		Shares
ING GET U.S. Core Portfolio - Series 12		Janus Aspen Series Worldwide Portfolio -
ING GET U.S. Core Portfolio - Series 13		Institutional Shares
ING GET U.S. Core Portfolio - Series 14	Lord Abbett Series Fund, Inc.:
ING Variable Portfolios, Inc.:		Lord Abbett Series Fund - Mid-Cap Value Portfolio -
ING BlackRock Science and Technology		Class VC
Opportunities Portfolio - Class I	Oppenheimer Variable Account Funds:
ING Index Plus LargeCap Portfolio - Class I		Oppenheimer Global Securities/VA
ING Index Plus MidCap Portfolio - Class I		Oppenheimer Main Street Fund®/VA
ING Index Plus SmallCap Portfolio - Class I		Oppenheimer Main Street Small Cap Fund®/VA
ING International Index Portfolio - Class I*		Oppenheimer MidCap Fund/VA
ING International Index Portfolio - Class S**	PIMCO Variable Insurance Trust:
ING Opportunistic Large Cap Portfolio - Class I		PIMCO Real Return Portfolio - Administrative Class
ING Russell™ Large Cap Growth Index Portfolio -	Pioneer Variable Contracts Trust:
Class I**		Pioneer Emerging Markets VCT Portfolio - Class I
ING Russell™ Large Cap Index Portfolio - Class I*		Pioneer High Yield VCT Portfolio - Class I
ING Russell™ Large Cap Value Index Portfolio -	Premier VIT:
Class I**		Premier VIT OpCap Mid Cap Portfolio - Class I**
ING Russell™ Large Cap Value Index Portfolio -	Wanger Advisors Trust:
Class S**		Wanger International
ING Russell™ Mid Cap Growth Index Portfolio -		Wanger Select
Class S**		Wanger USA
ING Russell™ Mid Cap Index Portfolio - Class I*
ING Russell™ Small Cap Index Portfolio - Class I*
ING Small Company Portfolio - Class I	*	Division added in 2008
ING U.S. Bond Index Portfolio - Class I*	**	Division added in 2009

The names of certain Divisions were changed during 2009. The following is a summary
of current and former names for those Divisions:

Current Name	Former Name
Federated Insurance Series:	Federated Insurance Series:
Federated Clover Value Fund II - Primary Shares	Federated American Leaders Fund II - Primary Shares
ING Balanced Portfolio, Inc.:	ING VP Balanced Portfolio, Inc.:
ING Balanced Portfolio - Class I	ING VP Balanced Portfolio - Class I
ING Intermediate Bond Portfolio:	ING VP Intermediate Bond Portfolio:
ING Intermediate Bond Portfolio - Class I	ING VP Intermediate Bond Portfolio - Class I
ING Investors Trust:	ING Investors Trust:
ING Artio Foreign Portfolio - Service Class	ING Julius Baer Foreign Portfolio - Service Class
ING Clarion Global Real Estate Portfolio -	ING Global Real Estate Portfolio - Institutional Class
Institutional Class

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VARIABLE ANNUITY ACCOUNT B OF
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Notes to Financial Statements

Current Name	Former Name
ING Investors Trust (continued):	ING Investors Trust (continued):
ING Clarion Global Real Estate Portfolio - Service	ING Global Real Estate Portfolio - Service Class
Class
ING Clarion Real Estate Portfolio - Service Class	ING Van Kampen Real Estate Portfolio - Service Class
ING Growth and Income Portfolio II - Institutional	ING Legg Mason Value Portfolio - Institutional Class
Class
ING Growth and Income Portfolio II - Service Class	ING Legg Mason Value Portfolio - Service Class
ING Index Plus International Equity Portfolio -	ING VP Index Plus International Equity Portfolio -
Institutional Class	Institutional Class
ING Index Plus International Equity Portfolio -	ING VP Index Plus International Equity Portfolio -
Service Class	Service Class
ING Money Market Portfolio:	ING VP Money Market Portfolio:
ING Money Market Portfolio - Class I	ING VP Money Market Portfolio - Class I
ING Partners, Inc.:	ING Partners, Inc.:
ING Columbia Small Cap Value Portfolio - Service	ING Columbia Small Cap Value II Portfolio - Service
Class	Class
ING Strategic Allocation Portfolios, Inc.:	ING Strategic Allocation Portfolios, Inc.:
ING Strategic Allocation Conservative Portfolio -	ING VP Strategic Allocation Conservative Portfolio -
Class I	Class I
ING Strategic Allocation Growth Portfolio - Class I	ING VP Strategic Allocation Growth Portfolio -
	Class I
ING Strategic Allocation Moderate Portfolio - Class I	ING VP Strategic Allocation Moderate Portfolio -
	Class I
ING Variable Funds:	ING Variable Funds:
ING Growth and Income Portfolio - Class I	ING VP Growth and Income Portfolio - Class I
ING Variable Portfolios, Inc.:	ING Variable Portfolios, Inc.:
ING BlackRock Science and Technology	ING BlackRock Global Science and Technology
Opportunities Portfolio - Class I	Portfolio - Class I
ING Index Plus LargeCap Portfolio - Class I	ING VP Index Plus LargeCap Portfolio - Class I
ING Index Plus MidCap Portfolio - Class I	ING VP Index Plus MidCap Portfolio - Class I
ING Index Plus SmallCap Portfolio - Class I	ING VP Index Plus SmallCap Portfolio - Class I
ING Opportunistic Large Cap Portfolio - Class I	ING Opportunistic Large Cap Value Portfolio - Class I
ING Opportunistic Large Cap Portfolio - Class S	ING Opportunistic Large Cap Value Portfolio -
	Class S
ING Small Company Portfolio - Class I	ING VP Small Company Portfolio - Class I
ING U.S. Bond Index Portfolio - Class I	ING Lehman Brothers U.S. Aggregate Bond Index®
	Portfolio - Class I
ING Variable Products Trust:	ING Variable Products Trust:
ING International Value Portfolio - Class I	ING VP International Value Portfolio - Class I
ING MidCap Opportunities Portfolio - Class I	ING VP MidCap Opportunities Portfolio - Class I
ING MidCap Opportunities Portfolio - Class S	ING VP MidCap Opportunities Portfolio - Class S
ING SmallCap Opportunities Portfolio - Class I	ING VP SmallCap Opportunities Portfolio - Class I
ING SmallCap Opportunities Portfolio - Class S	ING VP SmallCap Opportunities Portfolio - Class S
Janus Aspen Series:	Janus Aspen Series:
Janus Aspen Series Enterprise Portfolio - Institutional	Janus Aspen Series Mid Cap Growth Portfolio -
Shares	Institutional Shares
Janus Aspen Series Janus Portfolio - Institutional	Janus Aspen Series Large Cap Growth Portfolio -
Shares	Institutional Shares
Janus Aspen Series Worldwide Portfolio -	Janus Aspen Series Worldwide Growth Portfolio -
Institutional Shares	Institutional Shares

107

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements

During 2009, the following Divisions were closed to contractowners:

ING Investors Trust:
ING AllianceBernstein Mid Cap Growth Portfolio - Service Class
ING Growth and Income Portfolio II - Institutional Class
ING Growth and Income Portfolio II - Service Class
ING Index Plus International Equity Portfolio - Institutional Class
ING Index Plus International Equity Portfolio - Service Class
ING JPMorgan Value Opportunities Portfolio - Institutional Class
ING JPMorgan Value Opportunities Portfolio - Service Class
ING LifeStyle Aggressive Growth Portfolio - Service Class
ING LifeStyle Growth Portfolio - Service Class
ING LifeStyle Moderate Growth Portfolio - Service Class
ING LifeStyle Moderate Portfolio - Service Class
ING Oppenheimer Main Street Portfolio® - Institutional Class
ING Oppenheimer Main Street Portfolio® - Service Class
ING Van Kampen Capital Growth Portfolio - Institutional Class
ING Partners, Inc.:
ING American Century Large Company Value Portfolio - Service Class
ING Neuberger Berman Partners Portfolio - Initial Class
ING Neuberger Berman Partners Portfolio - Service Class
ING Variable Insurance Trust:
ING GET U.S. Core Portfolio - Series 3
ING GET U.S. Core Portfolio - Series 4
ING Variable Portfolios, Inc.:
ING Opportunistic Large Cap Growth Portfolio - Class I

The following Division was available to contractowners during 2009 but had no net
assets as of December 31, 2009:

ING Partners, Inc.:
ING Templeton Foreign Equity Portfolio - Service Class
ING Variable Portfolios, Inc.:
ING Opportunistic Large Cap Portfolio - Class S

The following Divisions were available to contractowners during 2009, but did not have
any activity as of December 31, 2009:

American Funds Insurance Series:	ING Money Market Portfolio:
American Funds Insurance Series® - Growth Income	ING Money Market Portfolio - Class S
Fund - Class 2	ING Partners, Inc.:
American Funds Insurance Series® - International	ING Oppenheimer Global Portfolio - Service Class
Fund - Class 2	ING T. Rowe Price Diversified Mid Cap Growth
BlackRock FundsSM:	Portfolio - Service Class
BlackRock Inflation Protected Bond Fund -	ING Van Kampen Equity and Income Portfolio -
Institutional Class	Service Class
Fidelity® Variable Insurance Products V:	ING Variable Funds:
Fidelity® VIP Asset ManagerSM Portfolio - Initial Class	ING Growth and Income Portfolio - Class S
ING Investors Trust:	ING Variable Portfolios, Inc.:
ING BlackRock Large Cap Growth Portfolio - Service	ING Dow Jones Euro STOXX 50 Index Portfolio -
Class	Institutional Class
ING Global Resources Portfolio - Institutional Class	Oppenheimer Variable Account Funds:
ING PIMCO High Yield Portfolio - Institutional Class	Oppenheimer Strategic Bond Fund/VA
ING Stock Index Portfolio - Institutional Class
ING Stock Index Portfolio - Service Class

108

VARIABLE ANNUITY ACCOUNT B OF
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Notes to Financial Statements

Effective October 7, 2008, ING Money Market Portfolio changed its investment objective
to seeking to maintain a stable share price of $1.00 per share. In connection with this
change, ING Money Market Portfolio utilized a stock split and distributed additional
shares to its shareholders such that each shareholder’s proportionate interest and
aggregate value of investment in ING Money Market Portfolio remained the same.

2. Significant Accounting Policies

The following is a summary of the significant accounting policies of the Account:

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from reported results using those
estimates.

Investments

Investments are made in shares of a Fund and are recorded at fair value, determined by
the net asset value per share of the respective Fund. Investment transactions in each Fund
are recorded on the trade date. Distributions of net investment income and capital gains
from each Fund are recognized on the ex-distribution date. Realized gains and losses on
redemptions of the shares of the Fund are determined on a first-in, first-out basis.
The difference between cost and current market value of investments owned on the day of
measurement is recorded as unrealized appreciation or depreciation of investments.

Federal Income Taxes

Operations of the Account form a part of, and are taxed with, the total operations of
ILIAC, which is taxed as a life insurance company under the Internal Revenue Code.
Earnings and realized capital gains of the Account attributable to the contractowners are
excluded in the determination of the federal income tax liability of ILIAC.

Contractowner Reserves

Prior to the annuity date, the Contracts are redeemable for the net cash surrender value of
the Contracts. The annuity reserves of the Account are represented by net assets on the
Statements of Assets and Liabilities and are equal to the aggregate account values of the
contractowners invested in the Account Divisions. To the extent that benefits to be paid
to the contractowners exceed their account values, ILIAC will contribute additional funds
to the benefit proceeds. Conversely, if amounts allocated exceed amounts required,
transfers may be made to ILIAC.

109

VARIABLE ANNUITY ACCOUNT B OF
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Notes to Financial Statements

Changes from Principal Transactions

Included in Changes from Principal Transactions on the Statements of Changes in Net
Assets are items which relate to contractowner activity, including deposits, surrenders and
withdrawals, benefits, and contract charges. Also included are transfers between the
fixed account and the Divisions, transfers between Divisions, and transfers to (from)
ILIAC related to gains and losses resulting from actual mortality experience (the full
responsibility for which is assumed by ILIAC). Any net unsettled transactions as of the
reporting date are included in Due to related parties on the Statements of Assets and
Liabilities.

Subsequent Events

The Account has evaluated subsequent events for recognition and disclosure through the
date the financial statements as of December 31, 2009 and for the years ended
December 31, 2009 and 2008, were issued.

3. Recently Adopted Accounting Standards

FASB Accounting Standards Codification

In June 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting
Standards Update (“ASU”) 2009-01, “Topic 105 - Generally Accepted Accounting
Principles: amendments based on Statement of Financial Accounting Standards (“FAS”)
No. 168 - The FASB Accounting Standards Codification^TM and the Hierarchy of Generally
Accepted Accounting Principles” (“ASU 2009-01”), which confirms that as of July 1,
2009, the “FASB Accounting Standards Codification^TM” (“the Codification” or “ASC”) is
the single official source of authoritative, nongovernmental US GAAP. All existing
accounting standard documents are superseded, and all other accounting literature not
included in the Codification is considered nonauthoritative.

The Account adopted the Codification as of July 1, 2009. There was no effect on the
Account’s net assets and results of operations. The Account has revised its disclosures to
incorporate references to the Codification topics.

Subsequent Events

In May 2009, the FASB issued new guidance on subsequent events, included in ASC
Topic 855, “Subsequent Events,” which establishes:

§      The period after the balance sheet date during which an entity should evaluate events or transactions for potential recognition or disclosure in the financial statements;

110

VARIABLE ANNUITY ACCOUNT B OF
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Notes to Financial Statements

§	The circumstances under which an entity should recognize such events or transactions in its financial statements; and
§	Disclosures regarding such events or transactions and the date through which an entity has evaluated subsequent events.

These provisions, as included in ASC Topic 855, were adopted by the Account on
June 30, 2009. In addition, in February 2010, the FASB issued ASU 2010-09,
“Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure
Requirements,” which clarifies that an SEC filer should evaluate subsequent events
through the date the financial statements are issued and eliminates the requirement for an
SEC filer to disclose that date, effective upon issuance. The Account determined that
there was no effect on the Account’s net assets and results of operations upon adoption,
as the guidance is consistent with that previously applied by the Account under US
auditing standards. The disclosure provisions included in ASC Topic 855, as amended,
are presented in the Significant Accounting Policies footnote.

Determining Fair Value When the Volume and Level of Activity for the Asset or Liability
Have Significantly Decreased and Identifying Transactions That Are Not Orderly

In April 2009, the FASB issued new guidance on determining fair value when the volume
and level of activity for the asset or liability have significantly decreased and identifying
transactions that are not orderly, included in ASC Topic 820, “Fair Value Measurements
and Disclosures,” which confirms that fair value is the price that would be received to sell
an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date under current market conditions. In addition, this guidance, as
included in ASC Topic 820:

§	Clarifies factors for determining whether there has been a significant decrease in market activity for an asset or liability;
§	Requires an entity to determine whether a transaction is not orderly based on the weight of the evidence; and
§	Requires an entity to disclose in interim and annual periods the input and valuation technique used to measure fair value and any change in valuation technique.

These provisions, as included in ASC Topic 820, were adopted by the Account on
April 1, 2009. The Account determined, however, that there was no effect on the
Account’s net assets and results of operations upon adoption, as its guidance is consistent
with that previously applied by the Account under US GAAP.

111

VARIABLE ANNUITY ACCOUNT B OF
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Notes to Financial Statements

Fair Value Measurements

In September 2006, the FASB issued new guidance on fair value measurements included
in ASC Topic 820, “Fair Value Measurements and Disclosures,” which provides
guidance for using fair value to measure assets and liabilities whenever other standards
require (or permit) assets or liabilities to be measured at fair value. ASC Topic 820 does
not expand the use of fair value to any new circumstances.

ASC Topic 820 clarifies the principle that fair value should be based on the assumptions
market participants would use when pricing the asset or liability. In support of this
principle, ASC Topic 820 establishes a fair value hierarchy that prioritizes the
information used to develop such assumptions. The fair value hierarchy gives the highest
priority to quoted prices in active markets and the lowest priority to unobservable data.
ASC Topic 820 also requires separate disclosure of fair value measurements by level
within the hierarchy and expanded disclosure of the effect on earnings for items measured
using unobservable data.

The adoption of ASC Topic 820 on January 1, 2008 did not have an impact on the
Account’s net assets or results of operations. New disclosures are included in the
Financial Instruments footnote.

4. Financial Instruments

The Account invests assets in shares of open-end mutual funds, which process orders to
purchase and redeem shares on a daily basis at the fund's next computed net asset values
(“NAV”). The fair value of the Account’s assets is based on the NAVs of mutual funds,
which are obtained from the custodian and reflect the fair values of the mutual
Fund Investments. The NAV is calculated daily upon close of the New York Stock
Exchange and is based on the fair values of the underlying securities.

The Account’s financial assets are recorded at fair value on the Statements of Assets and
Liabilities and are categorized as Level 1 as of December 31, 2009 and 2008,
respectively, based on the priority of the inputs to the valuation technique below. The
Account had no financial liabilities as of December 31, 2009.

The ASC Topic 820 fair value hierarchy gives the highest priority to quoted prices in
active markets for identical assets or liabilities (Level 1) and the lowest priority to
unobservable inputs (Level 3). If the inputs used to measure fair value fall within
different levels of the hierarchy, the category level is based on the lowest priority level
input that is significant to the fair value measurement of the instrument.

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

112

VARIABLE ANNUITY ACCOUNT B OF
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Notes to Financial Statements

§	Level 2 - Quoted prices in markets that are not active or inputs that are observable
	either directly or indirectly for substantially the full term of the asset or liability.
	Level	2 inputs include the following:
	a)	Quoted prices for similar assets or liabilities in active markets;
	b)	Quoted prices for identical or similar assets or liabilities in non-active markets;
	c)	Inputs other than quoted market prices that are observable; and
	d)	Inputs that are derived principally from or corroborated by observable market data through correlation or other means.

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

5. Charges and Fees

Under the terms of the Contracts, certain charges are allocated to the Contracts to cover
ILIAC’s expenses in connection with the issuance and administration of the Contracts.
Following is a summary of these charges:

Mortality and Expense Risk Charges

ILIAC assumes mortality and expense risks related to the operations of the Account and,
in accordance with the terms of the Contracts, deducts a daily charge from the assets of
the Account. Daily charges are deducted at annual rates of up to 1.25% of the average
daily net asset value of each Division of the Account to cover these risks, as specified in
the Contracts.

Asset Based Administrative Charges

A daily charge to cover administrative expenses of the Account is deducted at an annual
rate of up to 0.25% of the assets attributable to the Contracts.

Contract Maintenance Charges

An annual Contract maintenance fee of up to $40 may be deducted from the accumulation
value of Contracts to cover ongoing administrative expenses, as specified in the Contract.

Contingent Deferred Sales Charges

For certain Contracts, a contingent deferred sales charge (“Surrender Charge”) is imposed
as a percentage that ranges up to 7.00% of each premium payment if the Contract is
surrendered or an excess partial withdrawal is taken, as specified in the Contract.

113

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements

Premium Taxes

For certain Contracts, premium taxes are deducted, where applicable, from the
accumulation value of each Contract. The amount and timing of the deduction depends
on the contractowner’s state of residence and currently ranges up to 4.00% of premiums.

Other Contract Charges

Under the Fixed/Variable Single Premium Immediate Annuity contract, an additional
annual charge of 1.00% is deducted daily from the accumulation values for
contractowners who select the Guaranteed Minimum Income feature. For Deferred
Variable Annuity contracts, an additional annual charge of up to 0.50% is deducted daily
from the accumulation value for amounts invested in the ING GET U.S. Core Portfolio
Funds. In addition, an annual charge of up to 0.50% is deducted daily from the
accumulation values for contractowners who select the Premium Bonus Option feature.

Fees Waived by ILIAC

Certain charges and fees for various types of Contracts are currently waived by ILIAC.
ILIAC reserves the right to discontinue these waivers at its discretion or to conform with
changes in the law.

6. Related Party Transactions

During the year ended December 31, 2009, management fees were paid indirectly to IIL,
an affiliate of the Company, in its capacity as investment adviser to the ING Balanced
Portfolio, Inc., ING Intermediate Bond Portfolio, ING Money Market Portfolio, ING
Strategic Allocation Portfolios, Inc., ING Variable Funds, ING Variable Insurance Trust,
ING Variable Portfolios, Inc., and ING Variable Products Trust. The annual fee rate
ranged from 0.08% to 0.95% of the average net assets of each respective Fund.

Management fees were also paid indirectly to DSL, an affiliate of the Company, in its
capacity as investment manager to ING Investors Trust and ING Partners, Inc. The
Trusts’ advisory agreement provided for fees at annual rates ranging up to 1.25% of the
average net assets of each respective Fund.

114

VARIABLE ANNUITY ACCOUNT B OF
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Notes to Financial Statements

7. Purchases and Sales of Investment Securities

The aggregate cost of purchases and proceeds from sales of investments follows:

		Year ended December 31
	2009			2008
	Purchases	Sales		Purchases		Sales
		(Dollars in Thousands)
AIM Variable Insurance Funds:
AIM V.I. Capital Appreciation Fund - Series I Shares	$ 98	$ 77		$ 60	$ 79
AIM V.I. Core Equity Fund - Series I Shares	486		322	817		711
Calvert Variable Series, Inc.:
Calvert Social Balanced Portfolio	209		353	201		205
Federated Insurance Series:
Federated Capital Income Fund II	111		326	327		839
Federated Clover Value Fund II - Primary Shares	310		2,080	4,312		3,765
Federated Equity Income Fund II	136		492	164		1,093
Federated Fund for U.S. Government Securities II	97		397	163		354
Federated High Income Bond Fund II - Primary Shares	487		861	489		843
Federated International Equity Fund II	67		291	46		870
Federated Mid Cap Growth Strategies Fund II	78		791	1,454		1,575
Federated Prime Money Fund II	1,305		1,549	992		1,160
Fidelity® Variable Insurance Products:
Fidelity® VIP Equity-Income Portfolio - Initial Class	2,018		11,438	3,746		32,171
Fidelity® VIP Growth Portfolio - Initial Class	309		1,593	1,524		2,927
Fidelity® VIP High Income Portfolio - Initial Class	461		396	8		10
Fidelity® VIP Overseas Portfolio - Initial Class	823		951	2,551		2,932
Fidelity® Variable Insurance Products II:
Fidelity® VIP Contrafund® Portfolio - Initial Class	4,286		20,151	12,211		46,184
Fidelity® VIP Index 500 Portfolio - Initial Class	1,437		4,123	2,236		7,260
Fidelity® Variable Insurance Products V:
Fidelity® VIP Investment Grade Bond Portfolio - Initial Class	88		98	41		171
Franklin Templeton Variable Insurance Products Trust:
Franklin Small Cap Value Securities Fund - Class 2	755		690	993		807
ING Balanced Portfolio, Inc.:
ING Balanced Portfolio - Class I	4,550		15,156	16,851		29,930
ING Intermediate Bond Portfolio:
ING Intermediate Bond Portfolio - Class I	25,841		26,612	41,809		28,452
ING Investors Trust:
ING AllianceBernstein Mid Cap Growth Portfolio - Service Class	15		97	33		53
ING American Funds Growth Portfolio	3,078		3,481	4,934		7,729
ING American Funds Growth-Income Portfolio	1,839		2,690	2,767		6,910
ING American Funds International Portfolio	4,354		3,439	6,993		10,253
ING Artio Foreign Portfolio - Service Class	1,800		2,738	3,580		4,659
ING BlackRock Large Cap Growth Portfolio - Institutional Class	876		3,796	4,359		7,583
ING Clarion Global Real Estate Portfolio - Institutional Class	746		433	1,771		186
ING Clarion Global Real Estate Portfolio - Service Class	210		253	374		991

115

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
		Year ended December 31
	2009		2008
	Purchases	Sales	Purchases		Sales
		(Dollars in Thousands)
ING Investors Trust (continued):
ING Clarion Real Estate Portfolio - Service Class	$ 465	$ 277	$ 1,596	$ 871
ING Evergreen Health Sciences Portfolio - Service Class	96	522	754		296
ING Evergreen Omega Portfolio - Institutional Class	893	1,593	2,164		3,126
ING FMRSM Diversified Mid Cap Portfolio - Institutional Class	1,196	3,270	2,739		6,525
ING FMRSM Diversified Mid Cap Portfolio - Service Class	394	290	693		459
ING Franklin Income Portfolio - Service Class	1,529	1,250	1,455		3,061
ING Franklin Mutual Shares Portfolio - Service Class	371	399	468		908
ING Global Resources Portfolio - Service Class	1,894	1,636	6,615		4,479
ING Growth and Income Portfolio II - Institutional Class	312	8,131	3,518		4,489
ING Growth and Income Portfolio II - Service Class	25	202	96		65
ING Index Plus International Equity Portfolio - Institutional Class	819	11,582	7,205		6,970
ING Index Plus International Equity Portfolio - Service Class	91	760	455		399
ING Janus Contrarian Portfolio - Service Class	1,141	251	416		126
ING JPMorgan Emerging Markets Equity Portfolio - Institutional
Class	2,238	1,619	3,140		4,970
ING JPMorgan Emerging Markets Equity Portfolio - Service Class	2,522	1,436	2,576		3,197
ING JPMorgan Small Cap Core Equity Portfolio - Institutional
Class	128	433	434		1,477
ING JPMorgan Small Cap Core Equity Portfolio - Service Class	26	10	90		79
ING JPMorgan Value Opportunities Portfolio - Institutional Class	599	11,256	2,789		8,707
ING JPMorgan Value Opportunities Portfolio - Service Class	155	1,615	414		567
ING LifeStyle Aggressive Growth Portfolio - Service Class	112	1,389	451		634
ING LifeStyle Growth Portfolio - Service Class	855	6,255	2,268		2,446
ING LifeStyle Moderate Growth Portfolio - Service Class	634	8,535	1,844		5,230
ING LifeStyle Moderate Portfolio - Service Class	2,131	10,332	3,075		4,713
ING Lord Abbett Affiliated Portfolio - Institutional Class	208	1,542	1,243		904
ING Lord Abbett Affiliated Portfolio - Service Class	130	175	215		294
ING Marsico Growth Portfolio - Service Class	487	549	716		651
ING Marsico International Opportunities Portfolio - Service Class	332	1,608	2,940		4,421
ING MFS Total Return Portfolio - Institutional Class	2,292	10,702	11,093		27,605
ING MFS Total Return Portfolio - Service Class	422	427	403		307
ING MFS Utilities Portfolio - Service Class	491	869	1,824		1,748
ING Oppenheimer Main Street Portfolio® - Institutional Class	153	1,661	461		991
ING Oppenheimer Main Street Portfolio® - Service Class	15	136	101		4
ING PIMCO High Yield Portfolio - Service Class	2,892	1,105	792		1,158
ING Pioneer Equity Income Portfolio - Institutional Class	431	1,439	553		1,211
ING Pioneer Fund Portfolio - Institutional Class	1,355	2,227	3,717		8,060
ING Pioneer Mid Cap Value Portfolio - Institutional Class	297	617	882		799
ING Pioneer Mid Cap Value Portfolio - Service Class	253	341	529		618
ING Retirement Growth Portfolio - Adviser Class	5,831	318	-		-
ING Retirement Moderate Growth Portfolio - Adviser Class	7,877	342	-		-
ING Retirement Moderate Portfolio - Adviser Class	9,334	434	-		-

116

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
		Year ended December 31
	2009		2008
	Purchases	Sales	Purchases	Sales
		(Dollars in Thousands)
ING Investors Trust (continued):
ING T. Rowe Price Capital Appreciation Portfolio - Service Class	$ 2,934	$ 2,316	$ 4,214	$ 1,017
ING T. Rowe Price Equity Income Portfolio - Service Class	2,085	1,488	2,369	2,018
ING Templeton Global Growth Portfolio - Service Class	70	134	102	481
ING Van Kampen Capital Growth Portfolio - Institutional Class	554	29,383	53,984	6,968
ING Van Kampen Growth and Income Portfolio - Service Class	175	313	335	195
ING Wells Fargo Small Cap Disciplined Portfolio - Service Class	199	88	101	189
ING Money Market Portfolio:
ING Money Market Portfolio - Class I	26,385	93,406	108,397	100,604
ING Partners, Inc.:
ING American Century Small-Mid Cap Value Portfolio - Service
Class	275	545	613	358
ING American Century Large Company Value Portfolio - Service
Class	18	187	356	245
ING Baron Asset Portfolio - Service Class	18	30	313	339
ING Baron Small Cap Growth Portfolio - Service Class	420	730	731	983
ING Columbia Small Cap Value Portfolio - Service Class	41	279	547	941
ING Davis New York Venture Portfolio - Service Class	725	1,017	931	784
ING JPMorgan Mid Cap Value Portfolio - Service Class	231	312	391	803
ING Legg Mason Partners Aggressive Growth Portfolio - Initial
Class	458	2,870	724	5,348
ING Neuberger Berman Partners Portfolio - Initial Class	933	16,574	2,648	12,125
ING Neuberger Berman Partners Portfolio - Service Class	124	367	356	105
ING Oppenheimer Global Portfolio - Initial Class	4,431	12,950	14,308	28,000
ING Oppenheimer Strategic Income Portfolio - Initial Class	4,836	11,608	10,303	20,694
ING Oppenheimer Strategic Income Portfolio - Service Class	80	7	1	2
ING PIMCO Total Return Portfolio - Service Class	5,220	1,420	4,029	1,551
ING Pioneer High Yield Portfolio - Initial Class	4,998	5,315	19,577	1,914
ING Solution 2015 Portfolio - Service Class	866	421	2,713	888
ING Solution 2025 Portfolio - Service Class	694	468	1,453	1,646
ING Solution 2035 Portfolio - Service Class	926	188	1,353	1,080
ING Solution 2045 Portfolio - Service Class	312	110	1,265	1,322
ING Solution Income Portfolio - Service Class	849	887	652	317
ING T. Rowe Price Diversified Mid Cap Growth Portfolio - Initial
Class	790	5,050	9,749	10,843
ING T. Rowe Price Growth Equity Portfolio - Initial Class	1,804	5,255	5,385	10,058
ING Templeton Foreign Equity Portfolio - Initial Class	1,554	3,827	36,859	5,614
ING Templeton Foreign Equity Portfolio - Service Class	-	-	128	1,594
ING Thornburg Value Portfolio - Initial Class	1,604	2,893	880	4,961
ING UBS U.S. Large Cap Equity Portfolio - Initial Class	481	3,119	2,055	6,208
ING Van Kampen Comstock Portfolio - Service Class	196	756	302	492
ING Van Kampen Equity and Income Portfolio - Initial Class	1,922	14,167	14,973	27,897

117

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
		Year ended December 31
	2009		2008
	Purchases	Sales	Purchases		Sales
		(Dollars in Thousands)
ING Strategic Allocation Portfolios, Inc.:
ING Strategic Allocation Conservative Portfolio - Class I	$ 1,811	$ 2,056	$ 2,563	$ 3,141
ING Strategic Allocation Growth Portfolio - Class I	1,628	1,894	4,894		4,113
ING Strategic Allocation Moderate Portfolio - Class I	1,819	1,984	3,608		3,566
ING Variable Funds:
ING Growth and Income Portfolio - Class I	13,004	32,475	31,980		59,186
ING Variable Insurance Trust:
ING GET U.S. Core Portfolio - Series 3	475	16,889	1,435		5,799
ING GET U.S. Core Portfolio - Series 4	159	2,603	516		1,291
ING GET U.S. Core Portfolio - Series 5	62	232	429		531
ING GET U.S. Core Portfolio - Series 6	646	4,456	4,778		6,855
ING GET U.S. Core Portfolio - Series 7	264	2,092	3,411		5,807
ING GET U.S. Core Portfolio - Series 8	222	2,394	2,671		3,410
ING GET U.S. Core Portfolio - Series 9	183	1,200	2,157		3,141
ING GET U.S. Core Portfolio - Series 10	150	1,657	1,743		3,029
ING GET U.S. Core Portfolio - Series 11	294	2,035	1,957		3,231
ING GET U.S. Core Portfolio - Series 12	572	4,611	7,542		19,227
ING GET U.S. Core Portfolio - Series 13	656	4,591	2,428		14,348
ING GET U.S. Core Portfolio - Series 14	786	8,351	571		5,065
ING Variable Portfolios, Inc.:
ING BlackRock Science and Technology Opportunities Portfolio -
Class I	1,629	1,730	874		3,333
ING Index Plus LargeCap Portfolio - Class I	6,406	15,662	33,046		43,389
ING Index Plus MidCap Portfolio - Class I	445	1,052	2,235		2,366
ING Index Plus SmallCap Portfolio - Class I	292	551	690		1,380
ING International Index Portfolio - Class I	11,629	1,079	316		1
ING International Index Portfolio - Class S	56	19	-		-
ING Opportunistic Large Cap Growth Portfolio - Class I	143	9,345	912		3,309
ING Opportunistic Large Cap Portfolio - Class I	9,126	1,608	2,212		2,200
ING Opportunistic Large Cap Portfolio - Class S	10	298	99		288
ING Russell™ Large Cap Growth Index Portfolio - Class I	27,255	2,970	-		-
ING Russell™ Large Cap Index Portfolio - Class I	18,026	1,912	677		18
ING Russell™ Large Cap Value Index Portfolio - Class I	9,784	1,370	-		-
ING Russell™ Large Cap Value Index Portfolio - Class S	1,470	160	-		-
ING Russell™ Mid Cap Growth Index Portfolio - Class S	109	20	-		-
ING Russell™ Mid Cap Index Portfolio - Class I	92	1	91		44
ING Russell™ Small Cap Index Portfolio - Class I	93	34	121		70
ING Small Company Portfolio - Class I	1,610	5,101	8,680		13,830
ING U.S. Bond Index Portfolio - Class I	812	247	343		252

118

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
		Year ended December 31
	2009		2008
	Purchases	Sales	Purchases	Sales
		(Dollars in Thousands)
ING Variable Products Trust:
ING International Value Portfolio - Class I	$ 461	$ 1,328	$ 1,999 $	1,542
ING MidCap Opportunities Portfolio - Class I	126	249	461	496
ING MidCap Opportunities Portfolio - Class S	174	838	425	2,724
ING SmallCap Opportunities Portfolio - Class I	69	296	515	192
ING SmallCap Opportunities Portfolio - Class S	104	468	622	1,233
Janus Aspen Series:
Janus Aspen Series Balanced Portfolio - Institutional Shares	1	6	2	4
Janus Aspen Series Enterprise Portfolio - Institutional Shares	-	-	-	6
Janus Aspen Series Flexible Bond Portfolio - Institutional Shares	-	-	-	10
Janus Aspen Series Janus Portfolio - Institutional Shares	-	4	-	-
Janus Aspen Series Worldwide Portfolio - Institutional Shares	-	1	-	4
Lord Abbett Series Fund, Inc.:
Lord Abbett Series Fund - Mid-Cap Value Portfolio - Class VC	181	466	450	967
Oppenheimer Variable Account Funds:
Oppenheimer Global Securities/VA	2	3	6	6
Oppenheimer Main Street Fund®/VA	5	34	114	96
Oppenheimer Main Street Small Cap Fund®/VA	102	44	78	50
Oppenheimer MidCap Fund/VA	294	145	57	153
PIMCO Variable Insurance Trust:
PIMCO Real Return Portfolio - Administrative Class	5,987	3,809	4,953	2,900
Pioneer Variable Contracts Trust:
Pioneer Emerging Markets VCT Portfolio - Class I	2,845	2,009	2,437	2,080
Pioneer High Yield VCT Portfolio - Class I	316	201	186	952
Premier VIT:
Premier VIT OpCap Mid Cap Portfolio - Class I	611	4	-	-
Wanger Advisors Trust:
Wanger International	1,449	654	624	803
Wanger Select	1,298	1,241	792	1,412
Wanger USA	292	202	178	181

119

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements

8. Changes in Units

The changes in units outstanding were as follows:

			Year ended December 31
	2009			2008
	Units	Units	Net Increase	Units	Units	Net Increase
	Issued	Redeemed	(Decrease)	Issued	Redeemed	(Decrease)
AIM Variable Insurance Funds:
AIM V.I. Capital Appreciation Fund - Series I Shares	15,047	12,433	2,614	9,363	10,112	(749)
AIM V.I. Core Equity Fund - Series I Shares	75,788	55,158	20,630	51,474	48,460	3,014
Calvert Variable Series, Inc.:
Calvert Social Balanced Portfolio	14,851	38,693	(23,842)	22,689	25,333	(2,644)
Federated Insurance Series:
Federated Capital Income Fund II	13	20,716	(20,703)	7,629	45,327	(37,698)
Federated Clover Value Fund II - Primary Shares	799	115,699	(114,900)	2,916	152,103	(149,187)
Federated Equity Income Fund II	420	38,414	(37,994)	1,455	71,692	(70,237)
Federated Fund for U.S. Government Securities II	158	20,472	(20,314)	3,660	18,972	(15,312)
Federated High Income Bond Fund II - Primary Shares	372	43,405	(43,033)	426	40,532	(40,106)
Federated International Equity Fund II	1,020	21,618	(20,598)	2,823	47,374	(44,551)
Federated Mid Cap Growth Strategies Fund II	744	40,712	(39,968)	5,490	58,051	(52,561)
Federated Prime Money Fund II	94,937	111,757	(16,820)	72,065	85,948	(13,883)
Fidelity® Variable Insurance Products:
Fidelity® VIP Equity-Income Portfolio - Initial Class	273,940	1,141,026	(867,086)	834,814	2,680,366	(1,845,552)
Fidelity® VIP Growth Portfolio - Initial Class	84,281	148,777	(64,496)	118,381	187,521	(69,140)
Fidelity® VIP High Income Portfolio - Initial Class	52,727	44,351	8,376	1	803	(802)
Fidelity® VIP Overseas Portfolio - Initial Class	85,872	95,732	(9,860)	98,365	174,185	(75,820)
Fidelity® Variable Insurance Products II:
Fidelity® VIP Contrafund® Portfolio - Initial Class	628,677	1,570,891	(942,214)	1,475,694	3,637,598	(2,161,904)
Fidelity® VIP Index 500 Portfolio - Initial Class	39,274	245,309	(206,035)	76,883	319,320	(242,437)
Fidelity® Variable Insurance Products V:
Fidelity® VIP Investment Grade Bond Portfolio - Initial Class	1	4,478	(4,477)	1,885	10,993	(9,108)
Franklin Templeton Variable Insurance Products Trust:
Franklin Small Cap Value Securities Fund - Class 2	71,984	79,435	(7,451)	69,244	75,338	(6,094)

120

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
			Year ended December 31
	2009			2008
	Units	Units	Net Increase	Units	Units	Net Increase
	Issued	Redeemed	(Decrease)	Issued	Redeemed	(Decrease)
ING Balanced Portfolio, Inc.:
ING Balanced Portfolio - Class I	123,503	898,954	(775,451)	429,348	1,846,534	(1,417,186)
ING Intermediate Bond Portfolio:
ING Intermediate Bond Portfolio - Class I	2,092,218	2,358,671	(266,453)	3,371,594	2,833,690	537,904
ING Investors Trust:
ING AllianceBernstein Mid Cap Growth Portfolio - Service Class	4,191	12,998	(8,807)	3,733	8,238	(4,505)
ING American Funds Growth Portfolio	277,156	543,521	(266,365)	792,784	1,167,629	(374,845)
ING American Funds Growth-Income Portfolio	199,214	425,532	(226,318)	595,310	1,055,808	(460,498)
ING American Funds International Portfolio	237,516	421,162	(183,646)	865,640	1,196,281	(330,641)
ING Artio Foreign Portfolio - Service Class	186,825	324,157	(137,332)	418,585	639,381	(220,796)
ING BlackRock Large Cap Growth Portfolio - Institutional Class	190,264	625,964	(435,700)	324,330	1,157,718	(833,388)
ING Clarion Global Real Estate Portfolio - Institutional Class	98,855	68,330	30,525	204,007	42,042	161,965
ING Clarion Global Real Estate Portfolio - Service Class	35,469	43,225	(7,756)	84,622	151,775	(67,153)
ING Clarion Real Estate Portfolio - Service Class	78,663	64,129	14,534	169,087	145,215	23,872
ING Evergreen Health Sciences Portfolio - Service Class	24,224	68,498	(44,274)	60,573	32,341	28,232
ING Evergreen Omega Portfolio - Institutional Class	93,499	159,508	(66,009)	181,498	355,300	(173,802)
ING FMRSM Diversified Mid Cap Portfolio - Institutional Class	246,515	523,391	(276,876)	566,900	1,122,475	(555,575)
ING FMRSM Diversified Mid Cap Portfolio - Service Class	42,448	32,872	9,576	61,421	55,027	6,394
ING Franklin Income Portfolio - Service Class	215,074	210,719	4,355	421,258	600,010	(178,752)
ING Franklin Mutual Shares Portfolio - Service Class	65,643	66,760	(1,117)	135,252	184,776	(49,524)
ING Global Resources Portfolio - Service Class	323,567	296,460	27,107	531,009	566,735	(35,726)
ING Growth and Income Portfolio II - Institutional Class	51,716	1,460,505	(1,408,789)	257,708	743,831	(486,123)
ING Growth and Income Portfolio II - Service Class	4,868	37,163	(32,295)	2,438	8,407	(5,969)
ING Index Plus International Equity Portfolio - Institutional Class	78,252	1,922,322	(1,844,070)	342,220	1,087,214	(744,994)
ING Index Plus International Equity Portfolio - Service Class	10,088	102,133	(92,045)	23,405	46,680	(23,275)
ING Janus Contrarian Portfolio - Service Class	212,435	52,267	160,168	48,649	22,726	25,923
ING JPMorgan Emerging Markets Equity Portfolio - Institutional Class	232,513	188,745	43,768	330,835	500,208	(169,373)
ING JPMorgan Emerging Markets Equity Portfolio - Service Class	182,617	128,172	54,445	127,532	193,737	(66,205)
ING JPMorgan Small Cap Core Equity Portfolio - Institutional Class	25,050	62,483	(37,433)	72,598	184,100	(111,502)

121

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
			Year ended December 31
	2009			2008
	Units	Units	Net Increase	Units	Units	Net Increase
	Issued	Redeemed	(Decrease)	Issued	Redeemed	(Decrease)
ING Investors Trust (continued):
ING JPMorgan Small Cap Core Equity Portfolio - Service Class	2,312	935	1,377	8,569	8,448	121
ING JPMorgan Value Opportunities Portfolio - Institutional Class	63,775	1,481,730	(1,417,955)	524,861	1,340,108	(815,247)
ING JPMorgan Value Opportunities Portfolio - Service Class	13,095	207,888	(194,793)	13,503	54,762	(41,259)
ING LifeStyle Aggressive Growth Portfolio - Service Class	38,189	185,918	(147,729)	65,929	93,526	(27,597)
ING LifeStyle Growth Portfolio - Service Class	115,279	738,752	(623,473)	375,594	422,777	(47,183)
ING LifeStyle Moderate Growth Portfolio - Service Class	88,325	952,120	(863,795)	457,702	830,283	(372,581)
ING LifeStyle Moderate Portfolio - Service Class	285,685	1,141,364	(855,679)	497,420	692,957	(195,537)
ING Lord Abbett Affiliated Portfolio - Institutional Class	49,183	236,015	(186,832)	119,621	179,210	(59,589)
ING Lord Abbett Affiliated Portfolio - Service Class	21,080	25,670	(4,590)	35,575	55,880	(20,305)
ING Marsico Growth Portfolio - Service Class	74,585	82,980	(8,395)	94,737	93,179	1,558
ING Marsico International Opportunities Portfolio - Service Class	53,501	192,342	(138,841)	291,477	486,658	(195,181)
ING MFS Total Return Portfolio - Institutional Class	370,074	1,337,672	(967,598)	1,274,229	3,751,296	(2,477,067)
ING MFS Total Return Portfolio - Service Class	35,478	40,175	(4,697)	29,724	38,146	(8,422)
ING MFS Utilities Portfolio - Service Class	52,339	91,416	(39,077)	107,394	138,813	(31,419)
ING Oppenheimer Main Street Portfolio® - Institutional Class	25,990	212,767	(186,777)	90,194	137,712	(47,518)
ING Oppenheimer Main Street Portfolio® - Service Class	1,818	15,973	(14,155)	8,660	454	8,206
ING PIMCO High Yield Portfolio - Service Class	254,085	105,594	148,491	72,295	121,514	(49,219)
ING Pioneer Equity Income Portfolio - Institutional Class	166,042	340,651	(174,609)	131,663	225,753	(94,090)
ING Pioneer Fund Portfolio - Institutional Class	168,119	272,504	(104,385)	319,611	793,165	(473,554)
ING Pioneer Mid Cap Value Portfolio - Institutional Class	53,856	97,088	(43,232)	113,260	123,148	(9,888)
ING Pioneer Mid Cap Value Portfolio - Service Class	51,790	66,134	(14,344)	88,473	105,774	(17,301)
ING Retirement Growth Portfolio - Adviser Class	633,277	33,374	599,903	-	-	-
ING Retirement Moderate Growth Portfolio - Adviser Class	854,517	59,018	795,499	-	-	-
ING Retirement Moderate Portfolio - Adviser Class	995,166	79,793	915,373	-	-	-
ING T. Rowe Price Capital Appreciation Portfolio - Service Class	324,960	284,558	40,402	289,860	129,004	160,856
ING T. Rowe Price Equity Income Portfolio - Service Class	258,791	225,432	33,359	276,869	286,826	(9,957)
ING Templeton Global Growth Portfolio - Service Class	16,116	25,672	(9,556)	44,848	92,246	(47,398)
ING Van Kampen Capital Growth Portfolio - Institutional Class	142,101	4,534,317	(4,392,216)	5,562,263	1,170,047	4,392,216

122

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
			Year ended December 31
	2009			2008
	Units	Units	Net Increase	Units	Units	Net Increase
	Issued	Redeemed	(Decrease)	Issued	Redeemed	(Decrease)
ING Investors Trust (continued):
ING Van Kampen Growth and Income Portfolio - Service Class	22,385	37,254	(14,869)	38,785	34,919	3,866
ING Wells Fargo Small Cap Disciplined Portfolio - Service Class	31,762	13,261	18,501	18,238	31,664	(13,426)
ING Money Market Portfolio:
ING Money Market Portfolio - Class I	5,713,101	10,634,733	(4,921,632)	16,497,663	16,723,037	(225,374)
ING Partners, Inc.:
ING American Century Small-Mid Cap Value Portfolio - Service Class	40,359	55,373	(15,014)	49,253	32,956	16,297
ING American Century Large Company Value Portfolio - Service Class	3,193	24,361	(21,168)	30,053	29,774	279
ING Baron Asset Portfolio - Service Class	2,824	4,752	(1,928)	32,792	54,118	(21,326)
ING Baron Small Cap Growth Portfolio - Service Class	66,262	97,489	(31,227)	109,147	139,596	(30,449)
ING Columbia Small Cap Value Portfolio - Service Class	22,323	55,869	(33,546)	100,634	150,467	(49,833)
ING Davis New York Venture Portfolio - Service Class	139,831	164,697	(24,866)	143,643	133,282	10,361
ING JPMorgan Mid Cap Value Portfolio - Service Class	66,213	57,313	8,900	20,636	57,012	(36,376)
ING Legg Mason Partners Aggressive Growth Portfolio - Initial Class	68,170	333,603	(265,433)	207,906	679,501	(471,595)
ING Neuberger Berman Partners Portfolio - Initial Class	95,326	2,709,428	(2,614,102)	520,373	1,503,933	(983,560)
ING Neuberger Berman Partners Portfolio - Service Class	26,768	68,355	(41,587)	51,028	13,596	37,432
ING Oppenheimer Global Portfolio - Initial Class	361,352	1,528,009	(1,166,657)	864,388	2,876,782	(2,012,394)
ING Oppenheimer Strategic Income Portfolio - Initial Class	738,914	1,524,521	(785,607)	2,075,003	3,275,379	(1,200,376)
ING Oppenheimer Strategic Income Portfolio - Service Class	8,318	563	7,755	12	139	(127)
ING PIMCO Total Return Portfolio - Service Class	411,921	184,842	227,079	333,457	177,217	156,240
ING Pioneer High Yield Portfolio - Initial Class	558,294	690,660	(132,366)	2,038,499	324,372	1,714,127
ING Solution 2015 Portfolio - Service Class	85,865	54,725	31,140	284,879	124,608	160,271
ING Solution 2025 Portfolio - Service Class	94,029	76,134	17,895	215,667	220,701	(5,034)
ING Solution 2035 Portfolio - Service Class	108,568	26,722	81,846	198,152	166,100	32,052
ING Solution 2045 Portfolio - Service Class	41,522	18,629	22,893	136,159	139,593	(3,434)
ING Solution Income Portfolio - Service Class	45,268	57,471	(12,203)	80,477	47,124	33,353
ING T. Rowe Price Diversified Mid Cap Growth Portfolio - Initial Class	221,453	675,726	(454,273)	526,043	1,274,943	(748,900)
ING T. Rowe Price Growth Equity Portfolio - Initial Class	158,459	310,627	(152,168)	141,950	491,769	(349,819)
ING Templeton Foreign Equity Portfolio - Initial Class	372,466	711,560	(339,094)	3,810,092	898,839	2,911,253

123

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
			Year ended December 31
	2009			2008
	Units	Units	Net Increase	Units	Units	Net Increase
	Issued	Redeemed	(Decrease)	Issued	Redeemed	(Decrease)
ING Partners, Inc. (continued):
ING Templeton Foreign Equity Portfolio - Service Class	11	11	-	16,208	136,914	(120,706)
ING Thornburg Value Portfolio - Initial Class	143,357	276,675	(133,318)	218,137	634,560	(416,423)
ING UBS U.S. Large Cap Equity Portfolio - Initial Class	50,284	324,188	(273,904)	212,690	620,217	(407,527)
ING Van Kampen Comstock Portfolio - Service Class	24,019	86,403	(62,384)	25,861	53,329	(27,468)
ING Van Kampen Equity and Income Portfolio - Initial Class	277,154	1,577,239	(1,300,085)	1,386,209	3,337,397	(1,951,188)
ING Strategic Allocation Portfolios, Inc.:
ING Strategic Allocation Conservative Portfolio - Class I	84,168	140,161	(55,993)	79,605	191,703	(112,098)
ING Strategic Allocation Growth Portfolio - Class I	35,818	172,862	(137,044)	291,790	296,694	(4,904)
ING Strategic Allocation Moderate Portfolio - Class I	50,859	147,962	(97,103)	99,048	222,583	(123,535)
ING Variable Funds:
ING Growth and Income Portfolio - Class I	1,402,356	2,163,221	(760,865)	3,552,279	4,068,096	(515,817)
ING Variable Insurance Trust:
ING GET U.S. Core Portfolio - Series 3	18,840	1,693,803	(1,674,963)	148,653	678,099	(529,446)
ING GET U.S. Core Portfolio - Series 4	2,902	250,279	(247,377)	82,905	199,364	(116,459)
ING GET U.S. Core Portfolio - Series 5	8,447	28,132	(19,685)	36,058	83,456	(47,398)
ING GET U.S. Core Portfolio - Series 6	48,310	427,379	(379,069)	54,952	662,633	(607,681)
ING GET U.S. Core Portfolio - Series 7	5,681	191,041	(185,360)	74,649	605,594	(530,945)
ING GET U.S. Core Portfolio - Series 8	11,515	230,339	(218,824)	6,622	306,336	(299,714)
ING GET U.S. Core Portfolio - Series 9	18,353	123,182	(104,829)	4,208	289,438	(285,230)
ING GET U.S. Core Portfolio - Series 10	8,470	164,985	(156,515)	16,730	295,504	(278,774)
ING GET U.S. Core Portfolio - Series 11	2,059	187,548	(185,489)	1,370	301,967	(300,597)
ING GET U.S. Core Portfolio - Series 12	2,465	425,873	(423,408)	1,882,165	3,654,875	(1,772,710)
ING GET U.S. Core Portfolio - Series 13	60,925	483,678	(422,753)	1,903,461	3,264,066	(1,360,605)
ING GET U.S. Core Portfolio - Series 14	1,106,881	1,906,670	(799,789)	134,462	595,067	(460,605)

124

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
			Year ended December 31
	2009			2008
	Units	Units	Net Increase	Units	Units	Net Increase
	Issued	Redeemed	(Decrease)	Issued	Redeemed	(Decrease)
ING Variable Portfolios, Inc.:
ING BlackRock Science and Technology Opportunities Portfolio - Class I	542,180	541,427	753	375,560	958,813	(583,253)
ING Index Plus LargeCap Portfolio - Class I	1,279,906	2,757,182	(1,477,276)	2,664,957	4,441,285	(1,776,328)
ING Index Plus MidCap Portfolio - Class I	57,554	90,970	(33,416)	56,762	135,835	(79,073)
ING Index Plus SmallCap Portfolio - Class I	53,811	73,198	(19,387)	43,798	106,597	(62,799)
ING International Index Portfolio - Class I	1,056,564	102,833	953,731	35,557	25	35,532
ING International Index Portfolio - Class S	4,775	1,450	3,325	-	-	-
ING Opportunistic Large Cap Growth Portfolio - Class I	13,737	1,053,829	(1,040,092)	144,195	384,305	(240,110)
ING Opportunistic Large Cap Portfolio - Class I	731,488	122,505	608,983	40,246	103,713	(63,467)
ING Opportunistic Large Cap Portfolio - Class S	1,521	40,468	(38,947)	24,842	53,948	(29,106)
ING Russell™ Large Cap Growth Index Portfolio - Class I	2,724,954	266,795	2,458,159	-	-	-
ING Russell™ Large Cap Index Portfolio - Class I	1,737,460	183,155	1,554,305	99,969	3,589	96,380
ING Russell™ Large Cap Value Index Portfolio - Class I	925,886	113,716	812,170	-	-	-
ING Russell™ Large Cap Value Index Portfolio - Class S	137,754	12,385	125,369	-	-	-
ING Russell™ Mid Cap Growth Index Portfolio - Class S	9,834	1,976	7,858	-	-	-
ING Russell™ Mid Cap Index Portfolio - Class I	16,541	2,210	14,331	12,024	7,092	4,932
ING Russell™ Small Cap Index Portfolio - Class I	13,743	4,745	8,998	14,079	9,007	5,072
ING Small Company Portfolio - Class I	166,607	388,193	(221,586)	361,534	987,127	(625,593)
ING U.S. Bond Index Portfolio - Class I	80,002	26,463	53,539	35,241	25,813	9,428
ING Variable Products Trust:
ING International Value Portfolio - Class I	51,096	141,564	(90,468)	124,856	131,674	(6,818)
ING MidCap Opportunities Portfolio - Class I	19,819	33,072	(13,253)	44,028	46,805	(2,777)
ING MidCap Opportunities Portfolio - Class S	43,046	115,337	(72,291)	187,520	384,593	(197,073)
ING SmallCap Opportunities Portfolio - Class I	13,871	42,808	(28,937)	53,788	27,819	25,969
ING SmallCap Opportunities Portfolio - Class S	64,317	120,283	(55,966)	124,585	269,185	(144,600)

125

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
			Year ended December 31
	2009			2008
	Units	Units	Net Increase	Units	Units	Net Increase
	Issued	Redeemed	(Decrease)	Issued	Redeemed	(Decrease)
Janus Aspen Series:
Janus Aspen Series Balanced Portfolio - Institutional Shares	-	175	(175)	-	127	(127)
Janus Aspen Series Enterprise Portfolio - Institutional Shares	-	6	(6)	7	180	(173)
Janus Aspen Series Flexible Bond Portfolio - Institutional Shares	-	-	-	-	411	(411)
Janus Aspen Series Janus Portfolio - Institutional Shares	4	290	(286)	-	2	(2)
Janus Aspen Series Worldwide Portfolio - Institutional Shares	-	56	(56)	-	152	(152)
Lord Abbett Series Fund, Inc.:
Lord Abbett Series Fund - Mid-Cap Value Portfolio - Class VC	52,626	85,669	(33,043)	62,246	114,324	(52,078)
Oppenheimer Variable Account Funds:
Oppenheimer Global Securities/VA	-	132	(132)	-	213	(213)
Oppenheimer Main Street Fund®/VA	25	3,800	(3,775)	13,455	13,761	(306)
Oppenheimer Main Street Small Cap Fund®/VA	13,285	7,094	6,191	6,905	6,669	236
Oppenheimer MidCap Fund/VA	43,038	22,863	20,175	5,708	15,287	(9,579)
PIMCO Variable Insurance Trust:
PIMCO Real Return Portfolio - Administrative Class	475,341	336,948	138,393	415,801	266,627	149,174
Pioneer Variable Contracts Trust:
Pioneer Emerging Markets VCT Portfolio - Class I	404,192	291,554	112,638	235,013	264,415	(29,402)
Pioneer High Yield VCT Portfolio - Class I	30,462	25,542	4,920	19,880	99,561	(79,681)
Premier VIT:
Premier VIT OpCap Mid Cap Portfolio - Class I	93,456	2,976	90,480	-	-	-
Wanger Advisors Trust:
Wanger International	189,878	93,957	95,921	64,931	104,899	(39,968)
Wanger Select	166,783	167,389	(606)	70,554	124,853	(54,299)
Wanger USA	30,356	21,192	9,164	15,180	18,603	(3,423)

126

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements

9. Unit Summary

A summary of units outstanding at December 31, 2009 follows:

Division/Contract	Units	Unit Value	Extended Value
AIM V.I. Capital Appreciation Fund - Series I Shares
Currently payable annuity contracts:	5,586.425	$8.66 to $9.73	$ 51,182
Contracts in accumulation period:
Non-Qualified V	11,632.060	7.82	90,963
Non-Qualified V (0.75)	60,804.205	8.25	501,635
Non-Qualified IX	350.686	7.61	2,669
Non-Qualified XII	10.029	8.20	82
Non-Qualified XXIII	100.532	8.27	831
Non-Qualified XXIV	20.771	8.33	173
	78,504.708		$ 647,535
AIM V.I. Core Equity Fund - Series I Shares
Currently payable annuity contracts:	17,666.877	$11.78 to $12.38	$ 218,377
Contracts in accumulation period:
Non-Qualified V	68,360.280	9.29	635,067
Non-Qualified V (0.75)	60,544.476	9.80	593,336
Non-Qualified IX	2,260.714	9.05	20,459
Non-Qualified XII	15.213	9.75	148
Non-Qualified XX	4,355.983	14.54	63,336
Non-Qualified XXIII	1,851.280	9.57	17,717
Non-Qualified XXIV	418.731	9.64	4,037
	155,473.554		$ 1,552,477
Calvert Social Balanced Portfolio
Contracts in accumulation period:
Non-Qualified V	3,479.675	$ 20.75	$ 72,203
Non-Qualified V (0.75)	25,301.445	22.24	562,704
Non-Qualified VII	33,076.447	11.42	377,733
Non-Qualified VIII	7,892.223	11.64	91,865
Non-Qualified IX	6,744.054	20.10	135,555
Non-Qualified XXIII	151.154	9.31	1,407
	76,644.998		$ 1,241,467
Federated Capital Income Fund II
Currently payable annuity contracts:	395.298	$ 17.19	$ 6,795
Contracts in accumulation period:
Non-Qualified VII	90,913.375	16.82	1,529,163
Non-Qualified VIII	58.451	14.18	829
	91,367.124		$ 1,536,787
Federated Clover Value Fund II - Primary Shares
Currently payable annuity contracts:	1,215.321	$ 20.27	$ 24,635
Contracts in accumulation period:
Non-Qualified VII	383,806.585	19.84	7,614,723
Non-Qualified VIII	103.367	14.46	1,495
	385,125.273		$ 7,640,853

127

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
Federated Equity Income Fund II
Currently payable annuity contracts:	5,962.211	$ 11.50	$ 68,565
Contracts in accumulation period:
Non-Qualified VII	161,165.541	13.32	2,146,725
	167,127.752		$ 2,215,290
Federated Fund for U.S. Government Securities II
Contracts in accumulation period:
Non-Qualified VII	88,401.267	$ 18.27	$ 1,615,091
Federated High Income Bond Fund II - Primary Shares
Currently payable annuity contracts:	1,713.841	$ 22.43	$ 38,441
Contracts in accumulation period:
Non-Qualified VII	194,788.150	21.95	4,275,600
	196,501.991		$ 4,314,041
Federated International Equity Fund II
Currently payable annuity contracts:	894.932	$ 16.46	$ 14,731
Contracts in accumulation period:
Non-Qualified VII	98,065.384	16.10	1,578,853
Non-Qualified VIII	113.882	15.05	1,714
	99,074.198		$ 1,595,298
Federated Mid Cap Growth Strategies Fund II
Contracts in accumulation period:
Non-Qualified VII	114,234.907	$ 21.22	$ 2,424,065
Federated Prime Money Fund II
Contracts in accumulation period:
Non-Qualified VII	111,038.023	$ 13.53	$ 1,502,344
Fidelity® VIP Equity-Income Portfolio - Initial Class
Contracts in accumulation period:
Non-Qualified V	186,032.449	$ 19.35	$ 3,599,728
Non-Qualified V (0.75)	444,584.828	20.74	9,220,689
Non-Qualified VII	1,083,755.864	22.81	24,720,471
Non-Qualified VIII	249,676.845	16.60	4,144,636
Non-Qualified IX	15,585.394	18.74	292,070
Non-Qualified X	10,878.886	19.35	210,506
Non-Qualified XII	6,962.806	11.80	82,161
Non-Qualified XIII	736,760.716	11.39	8,391,705
Non-Qualified XIV	978,625.788	11.00	10,764,884
Non-Qualified XV	296,022.762	10.81	3,200,006
Non-Qualified XVI	37,060.121	10.34	383,202
Non-Qualified XVIII	8,288.697	9.91	82,141
Non-Qualified XIX	42,832.700	10.05	430,469
Non-Qualified XX	5,389.670	12.33	66,455
Non-Qualified XXIII	22,349.618	8.89	198,688
Non-Qualified XXIV	11,028.952	8.96	98,819
	4,135,836.096		$ 65,886,630

128

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
Fidelity® VIP Growth Portfolio - Initial Class
Contracts in accumulation period:
Non-Qualified V	148,638.705	$ 15.71	$ 2,335,114
Non-Qualified V (0.75)	322,942.324	16.83	5,435,119
Non-Qualified IX	9,932.149	15.21	151,068
Non-Qualified X	1,846.742	15.71	29,012
Non-Qualified XII	10,084.291	10.13	102,154
Non-Qualified XX	2,237.260	11.58	25,907
Non-Qualified XXIII	18,622.082	8.00	148,977
Non-Qualified XXIV	48,436.029	8.06	390,394
	562,739.582		$ 8,617,745
Fidelity® VIP High Income Portfolio - Initial Class
Currently payable annuity contracts	16,029.856	$11.28 to $13.09	$ 192,189
Fidelity® VIP Overseas Portfolio - Initial Class
Contracts in accumulation period:
Non-Qualified V	92,766.643	$ 16.64	$ 1,543,637
Non-Qualified V (0.75)	202,520.621	17.84	3,612,968
Non-Qualified IX	1,419.011	16.12	22,874
Non-Qualified X	35.515	16.64	591
Non-Qualified XII	989.186	12.38	12,246
Non-Qualified XX	6,206.531	15.16	94,091
Non-Qualified XXIII	7,074.699	8.28	58,579
Non-Qualified XXIV	12,763.731	8.35	106,577
	323,775.937		$ 5,451,563
Fidelity® VIP Contrafund® Portfolio - Initial Class
Contracts in accumulation period:
Non-Qualified V	336,876.315	$ 28.22	$ 9,506,650
Non-Qualified V (0.75)	799,498.256	30.25	24,184,822
Non-Qualified VII	1,129,599.456	30.73	34,712,591
Non-Qualified VIII	223,106.816	24.99	5,575,439
Non-Qualified IX	19,741.076	27.34	539,721
Non-Qualified X	8,960.634	28.22	252,869
Non-Qualified XII	46,297.414	16.81	778,260
Non-Qualified XIII	1,220,934.049	15.56	18,997,734
Non-Qualified XIV	1,396,280.269	15.03	20,986,092
Non-Qualified XV	455,692.460	14.77	6,730,578
Non-Qualified XVI	85,094.158	11.70	995,602
Non-Qualified XVIII	7,162.272	11.22	80,361
Non-Qualified XIX	68,556.178	11.38	780,169
Non-Qualified XX	45,164.650	16.00	722,634
Non-Qualified XXII	2,585.802	9.74	25,186
Non-Qualified XXIII	61,424.941	9.29	570,638
Non-Qualified XXIV	120,815.348	9.36	1,130,832
	6,027,790.094		$ 126,570,178

129

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
Fidelity® VIP Index 500 Portfolio - Initial Class
Contracts in accumulation period:
Non-Qualified VII	943,813.174	$ 21.07	$ 19,886,144
Non-Qualified VIII	166,986.452	17.84	2,979,038
	1,110,799.626		$ 22,865,182
Fidelity® VIP Investment Grade Bond Portfolio - Initial
Class
Contracts in accumulation period:
Non-Qualified VII	47,537.619	$ 19.22	$ 913,673
Franklin Small Cap Value Securities Fund - Class 2
Contracts in accumulation period:
Non-Qualified V	41,023.651	$ 14.85	$ 609,201
Non-Qualified V (0.75)	165,404.812	15.49	2,562,121
Non-Qualified IX	3,081.226	14.54	44,801
Non-Qualified XII	4,315.200	15.42	66,540
Non-Qualified XX	1,952.827	15.09	29,468
Non-Qualified XXIII	7,167.524	9.03	64,723
	222,945.240		$ 3,376,854
ING Balanced Portfolio - Class I
Currently payable annuity contracts:	978,929.414	$9.00 to $34.05	$ 23,309,749
Contracts in accumulation period:
Non-Qualified V	602,421.255	25.04	15,084,628
Non-Qualified V (0.75)	329,103.001	26.83	8,829,834
Non-Qualified VI	11,991.440	21.20	254,219
Non-Qualified VII	608,566.528	24.12	14,678,625
Non-Qualified VIII	143,202.471	17.35	2,484,563
Non-Qualified IX	8,319.193	24.25	201,740
Non-Qualified X	94,481.036	25.83	2,440,445
Non-Qualified XI	1,346.762	21.87	29,454
Non-Qualified XII	4,211.495	12.67	53,360
Non-Qualified XIII	462,951.139	12.19	5,643,374
Non-Qualified XIV	403,317.619	11.77	4,747,048
Non-Qualified XV	173,958.516	11.57	2,012,700
Non-Qualified XVI	18,337.978	9.69	177,695
Non-Qualified XVIII	3,271.304	9.29	30,390
Non-Qualified XIX	7,553.510	9.42	71,154
Non-Qualified XXII	4,725.214	9.46	44,701
Non-Qualified XXIII	42,035.776	9.46	397,658
Non-Qualified XXIV	2,489.022	9.53	23,720
	3,901,212.673		$ 80,515,057

130

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
ING Intermediate Bond Portfolio - Class I
Currently payable annuity contracts:	352,060.044	$11.27 to $83.24	$ 8,860,597
Contracts in accumulation period:
Non-Qualified V	448,725.230	20.66	9,270,663
Non-Qualified V (0.75)	669,888.182	22.14	14,831,324
Non-Qualified VI	2,372.647	19.00	45,080
Non-Qualified VII	807,364.399	19.91	16,074,625
Non-Qualified VIII	253,689.102	17.22	4,368,526
Non-Qualified IX	3,657.878	20.01	73,194
Non-Qualified X	80,339.486	21.05	1,691,146
Non-Qualified XI	1,847.267	19.36	35,763
Non-Qualified XII	452.302	15.79	7,142
Non-Qualified XIII	1,038,721.417	15.43	16,027,471
Non-Qualified XIV	1,115,645.863	14.90	16,623,123
Non-Qualified XV	467,820.645	14.65	6,853,572
Non-Qualified XVI	260,531.952	14.01	3,650,053
Non-Qualified XVIII	18,195.705	13.43	244,368
Non-Qualified XIX	425,599.045	13.62	5,796,659
Non-Qualified XX	4,203.402	12.60	52,963
Non-Qualified XXII	1,411.254	10.80	15,242
Non-Qualified XXIII	11,346.040	10.40	117,999
Non-Qualified XXIV	16,917.694	10.48	177,297
	5,980,789.554		$ 104,816,807
ING American Funds Growth Portfolio
Currently payable annuity contracts:	186,722.884	$ 11.09	$ 2,070,757
Contracts in accumulation period:
Non-Qualified XIII	379,648.530	10.96	4,160,948
Non-Qualified XIV	460,754.839	10.79	4,971,545
Non-Qualified XV	242,808.826	10.71	2,600,483
Non-Qualified XVI	18,710.976	10.68	199,833
Non-Qualified XVIII	2,436.161	10.43	25,409
Non-Qualified XIX	35,933.621	10.51	377,662
	1,327,015.837		$ 14,406,637
ING American Funds Growth-Income Portfolio
Currently payable annuity contracts:	186,767.132	$ 9.76	$ 1,822,847
Contracts in accumulation period:
Non-Qualified XIII	307,722.097	10.06	3,095,684
Non-Qualified XIV	484,756.031	9.91	4,803,932
Non-Qualified XV	251,712.756	9.83	2,474,336
Non-Qualified XVI	11,866.370	9.80	116,290
Non-Qualified XVIII	6,579.625	9.58	63,033
Non-Qualified XIX	12,263.510	9.65	118,343
	1,261,667.521		$ 12,494,465

131

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
ING American Funds International Portfolio
Currently payable annuity contracts:	153,839.204	$ 14.28	$ 2,196,824
Contracts in accumulation period:
Non-Qualified XIII	306,634.708	14.16	4,341,947
Non-Qualified XIV	468,625.969	13.94	6,532,646
Non-Qualified XV	203,080.341	13.83	2,808,601
Non-Qualified XVI	9,095.359	13.79	125,425
Non-Qualified XVIII	1,780.034	13.47	23,977
Non-Qualified XIX	29,849.968	13.58	405,363
	1,172,905.583		$ 16,434,783
ING Artio Foreign Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	14,681.607	$ 12.91	$ 189,540
Non-Qualified V (0.75)	316,977.459	13.28	4,209,461
Non-Qualified XIII	158,704.112	8.33	1,322,005
Non-Qualified XIV	113,425.976	8.24	934,630
Non-Qualified XV	48,431.044	8.19	396,650
Non-Qualified XVI	2,115.842	8.18	17,308
Non-Qualified XVIII	672.902	8.04	5,410
Non-Qualified XIX	3,245.728	8.09	26,258
Non-Qualified XX	840.126	13.13	11,031
Non-Qualified XXIII	5,105.548	7.88	40,232
	664,200.344		$ 7,152,525
ING BlackRock Large Cap Growth Portfolio -
Institutional Class
Currently payable annuity contracts:	238,926.996	$7.60 to $7.70	$ 1,816,086
Contracts in accumulation period:
Non-Qualified V	158,773.462	8.09	1,284,477
Non-Qualified V (0.75)	207,658.322	8.20	1,702,798
Non-Qualified VII	742,245.229	7.57	5,618,796
Non-Qualified VIII	83,750.591	7.60	636,504
Non-Qualified IX	4,783.932	8.03	38,415
Non-Qualified X	8,553.509	8.10	69,283
Non-Qualified XII	4,129.806	8.19	33,823
Non-Qualified XIII	581,106.184	7.67	4,457,084
Non-Qualified XIV	782,479.496	7.60	5,946,844
Non-Qualified XV	307,528.745	7.57	2,327,993
Non-Qualified XVI	4,210.501	7.56	31,831
Non-Qualified XVIII	4,957.402	7.47	37,032
Non-Qualified XIX	14,878.607	7.50	111,590
Non-Qualified XX	888.413	8.16	7,249
Non-Qualified XXIII	7,694.651	9.28	71,406
Non-Qualified XXIV	13,645.682	9.35	127,587
	3,166,211.528		$ 24,318,798

132

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
ING Clarion Global Real Estate Portfolio - Institutional
Class
Contracts in accumulation period:
Non-Qualified V	18,392.763	$ 8.85	$ 162,776
Non-Qualified V (0.75)	154,656.145	8.91	1,377,986
Non-Qualified IX	8,240.160	8.82	72,678
Non-Qualified XII	11,201.315	8.90	99,692
	192,490.383		$ 1,713,132
ING Clarion Global Real Estate Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified XIII	63,621.244	$ 9.65	$ 613,945
Non-Qualified XIV	34,959.596	9.54	333,515
Non-Qualified XV	11,938.508	9.49	113,296
Non-Qualified XVI	881.607	9.47	8,349
Non-Qualified XVIII	388.787	9.31	3,620
Non-Qualified XIX	4,858.828	9.36	45,479
	116,648.570		$ 1,118,204
ING Clarion Real Estate Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	21,816.840	$ 8.14	$ 177,589
Non-Qualified V (0.75)	153,116.502	8.29	1,269,336
Non-Qualified IX	1,906.851	8.07	15,388
Non-Qualified XII	3,316.297	8.28	27,459
Non-Qualified XX	7,077.558	8.23	58,248
Non-Qualified XXIII	581.486	8.68	5,047
	187,815.534		$ 1,553,067
ING Evergreen Health Sciences Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	5,861.590	$ 11.29	$ 66,177
Non-Qualified V (0.75)	17,823.797	11.55	205,865
Non-Qualified XII	288.738	11.53	3,329
Non-Qualified XX	680.840	11.44	7,789
	24,654.965		$ 283,160
ING Evergreen Omega Portfolio - Institutional Class
Currently payable annuity contracts:	78,528.615	$12.12 to $12.63	$ 991,628
Contracts in accumulation period:
Non-Qualified VII	242,317.102	11.82	2,864,188
Non-Qualified VIII	853.968	11.90	10,162
Non-Qualified XIII	133,378.496	13.45	1,793,941
Non-Qualified XIV	160,854.097	13.26	2,132,925
Non-Qualified XV	76,749.909	13.16	1,010,029
Non-Qualified XVI	5,875.366	13.13	77,144
Non-Qualified XVIII	7,048.097	12.85	90,568
Non-Qualified XIX	1,462.100	12.94	18,920
	707,067.750		$ 8,989,505

133

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
ING FMRSM Diversified Mid Cap Portfolio - Institutional
Class
Currently payable annuity contracts:	189,995.699	$ 9.36	$ 1,778,360
Contracts in accumulation period:
Non-Qualified VII	431,214.731	9.24	3,984,424
Non-Qualified VIII	133,777.239	9.29	1,242,791
Non-Qualified XIII	395,312.836	9.39	3,711,988
Non-Qualified XIV	396,490.618	9.29	3,683,398
Non-Qualified XV	157,489.341	9.23	1,453,627
Non-Qualified XVI	13,780.124	9.22	127,053
Non-Qualified XVIII	8,714.848	9.06	78,957
Non-Qualified XIX	9,696.318	9.11	88,333
	1,736,471.754		$ 16,148,931
ING FMRSM Diversified Mid Cap Portfolio - Service
Class
Contracts in accumulation period:
Non-Qualified V	19,538.461	$ 12.20	$ 238,369
Non-Qualified V (0.75)	66,005.879	12.49	824,413
Non-Qualified IX	1,178.453	12.06	14,212
Non-Qualified XII	2,621.363	12.46	32,662
Non-Qualified XX	8,497.689	12.38	105,201
Non-Qualified XXIII	2,344.930	9.25	21,691
	100,186.775		$ 1,236,548
ING Franklin Income Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified XIII	168,180.835	$ 10.21	$ 1,717,126
Non-Qualified XIV	173,291.861	10.10	1,750,248
Non-Qualified XV	92,866.352	10.04	932,378
Non-Qualified XVI	861.601	10.02	8,633
Non-Qualified XVIII	1,274.858	9.85	12,557
Non-Qualified XIX	17,535.071	9.91	173,773
	454,010.578		$ 4,594,715
ING Franklin Mutual Shares Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified XIII	100,587.467	$ 9.21	$ 926,411
Non-Qualified XIV	110,531.036	9.14	1,010,254
Non-Qualified XV	32,737.684	9.10	297,913
Non-Qualified XVI	897.740	9.09	8,160
Non-Qualified XVIII	1,420.551	8.97	12,742
Non-Qualified XIX	10,430.981	9.01	93,983
	256,605.459		$ 2,349,463

134

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
ING Global Resources Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	119,040.324	$ 10.65	$ 1,267,779
Non-Qualified V (0.75)	423,671.754	10.82	4,584,128
Non-Qualified VII	41,961.894	11.18	469,134
Non-Qualified IX	9,296.175	10.57	98,261
Non-Qualified X	2,441.915	10.65	26,006
Non-Qualified XII	12,298.974	10.80	132,829
Non-Qualified XIII	90,284.659	10.46	944,378
Non-Qualified XIV	70,791.643	10.35	732,694
Non-Qualified XV	26,729.497	10.29	275,047
Non-Qualified XVI	3,476.228	10.27	35,701
Non-Qualified XVIII	290.981	10.10	2,939
Non-Qualified XIX	4,071.905	10.15	41,330
Non-Qualified XX	1,960.368	10.75	21,074
Non-Qualified XXIII	12,222.783	8.46	103,405
	818,539.100		$ 8,734,705
ING Janus Contrarian Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	43.489	$ 7.18	$ 312
Non-Qualified V (0.75)	179,920.171	7.24	1,302,622
Non-Qualified IX	620.154	7.15	4,434
Non-Qualified XII	5,440.390	7.24	39,388
Non-Qualified XX	66.494	7.22	480
	186,090.698		$ 1,347,236
ING JPMorgan Emerging Markets Equity Portfolio -
Institutional Class
Contracts in accumulation period:
Non-Qualified VII	185,985.586	$ 16.47	$ 3,063,183
Non-Qualified VIII	26,228.861	16.58	434,875
Non-Qualified XIII	78,938.243	12.94	1,021,461
Non-Qualified XIV	89,400.676	12.80	1,144,329
Non-Qualified XV	33,655.177	12.73	428,430
Non-Qualified XVI	4,103.643	12.70	52,116
Non-Qualified XVIII	1,198.185	12.49	14,965
Non-Qualified XIX	2,519.969	12.56	31,651
	422,030.340		$ 6,191,010
ING JPMorgan Emerging Markets Equity Portfolio -
Service Class
Contracts in accumulation period:
Non-Qualified V	35,236.051	$ 20.05	$ 706,483
Non-Qualified V (0.75)	338,692.663	20.52	6,949,973
Non-Qualified IX	18,351.226	19.81	363,538
Non-Qualified XII	1,243.809	20.47	25,461
Non-Qualified XX	6,304.098	20.33	128,162
Non-Qualified XXIII	3,385.700	10.01	33,891
	403,213.547		$ 8,207,508

135

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
ING JPMorgan Small Cap Core Equity Portfolio -
Institutional Class
Contracts in accumulation period:
Non-Qualified XIII	70,121.472	$ 11.36	$ 796,580
Non-Qualified XIV	80,748.003	11.20	904,378
Non-Qualified XV	21,962.536	11.12	244,223
Non-Qualified XVI	1,861.730	11.10	20,665
Non-Qualified XVIII	107.850	10.86	1,171
Non-Qualified XIX	3,008.876	10.94	32,917
	177,810.467		$ 1,999,934
ING JPMorgan Small Cap Core Equity Portfolio -
Service Class
Contracts in accumulation period:
Non-Qualified V	2,267.372	$ 10.99	$ 24,918
Non-Qualified V (0.75)	10,393.193	11.25	116,923
Non-Qualified XXIII	172.740	9.31	1,608
	12,833.305		$ 143,449
ING Lord Abbett Affiliated Portfolio - Institutional Class
Contracts in accumulation period:
Non-Qualified V	67,092.238	$ 8.21	$ 550,827
Non-Qualified V (0.75)	294,077.378	8.36	2,458,487
Non-Qualified IX	4,629.776	8.14	37,686
Non-Qualified XII	6,510.010	8.35	54,359
Non-Qualified XX	2,692.930	8.30	22,351
Non-Qualified XXIII	6,520.326	9.04	58,944
	381,522.658		$ 3,182,654
ING Lord Abbett Affiliated Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified XIII	17,654.939	$ 8.25	$ 145,653
Non-Qualified XIV	30,398.993	8.16	248,056
Non-Qualified XV	12,455.440	8.12	101,138
Non-Qualified XVI	647.490	8.10	5,245
	61,156.862		$ 500,092
ING Marsico Growth Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	13,277.103	$ 9.99	$ 132,638
Non-Qualified V (0.75)	98,865.818	10.23	1,011,397
Non-Qualified IX	2,398.007	9.87	23,668
Non-Qualified XII	1,330.779	10.20	13,574
Non-Qualified XIII	9,310.485	8.64	80,443
Non-Qualified XIV	23,541.667	8.54	201,046
Non-Qualified XV	9,535.145	8.49	80,953
Non-Qualified XVI	2,531.337	8.48	21,466
Non-Qualified XIX	2,268.300	8.38	19,008
Non-Qualified XXIII	1,205.413	9.08	10,945
	164,264.054		$ 1,595,138

136

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
ING Marsico International Opportunities Portfolio -
Service Class
Contracts in accumulation period:
Non-Qualified V	22,921.315	$ 12.28	$ 281,474
Non-Qualified V (0.75)	98,497.138	12.57	1,238,109
Non-Qualified VII	153,348.848	8.58	1,315,733
Non-Qualified VIII	7,501.688	8.63	64,740
Non-Qualified IX	2,847.746	12.14	34,572
Non-Qualified XII	3,513.799	12.54	44,063
Non-Qualified XIII	65,179.522	12.45	811,485
Non-Qualified XIV	91,953.650	12.28	1,129,191
Non-Qualified XV	26,140.644	12.19	318,654
Non-Qualified XVI	9,593.681	12.16	116,659
Non-Qualified XIX	4,414.567	11.99	52,931
Non-Qualified XX	297.314	12.46	3,705
Non-Qualified XXIII	2,127.231	8.23	17,507
	488,337.143		$ 5,428,823
ING MFS Total Return Portfolio - Institutional Class
Contracts in accumulation period:
Non-Qualified VII	1,055,337.324	$ 10.60	$ 11,186,576
Non-Qualified VIII	251,456.837	10.68	2,685,559
Non-Qualified XIII	1,106,608.392	10.83	11,984,569
Non-Qualified XIV	1,386,918.314	10.68	14,812,288
Non-Qualified XV	470,787.308	10.60	4,990,345
Non-Qualified XVI	63,883.921	10.57	675,253
Non-Qualified XVIII	12,436.540	10.35	128,718
Non-Qualified XIX	19,765.623	10.42	205,958
	4,367,194.259		$ 46,669,266
ING MFS Total Return Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	8,680.628	$ 12.76	$ 110,765
Non-Qualified V (0.75)	80,830.995	13.20	1,066,969
Non-Qualified IX	681.186	13.08	8,910
Non-Qualified XII	5,614.278	13.15	73,828
Non-Qualified XX	1,163.944	13.02	15,155
Non-Qualified XXIII	1,247.838	9.87	12,316
	98,218.869		$ 1,287,943
ING MFS Utilities Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	34,396.964	$ 14.96	$ 514,579
Non-Qualified V (0.75)	98,842.255	15.31	1,513,275
Non-Qualified IX	1,802.679	14.78	26,644
Non-Qualified XII	1,112.800	15.28	17,004
Non-Qualified XX	9,650.574	15.17	146,399
Non-Qualified XXIII	2,238.168	9.18	20,546
	148,043.440		$ 2,238,447

137

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
ING PIMCO High Yield Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	16,450.637	$ 12.93	$ 212,707
Non-Qualified V (0.75)	156,647.327	13.24	2,074,011
Non-Qualified VII	154,484.738	12.88	1,989,763
Non-Qualified VIII	10,442.109	12.97	135,434
Non-Qualified IX	6,480.241	12.78	82,817
Non-Qualified XII	246.009	13.21	3,250
Non-Qualified XX	1,456.824	13.11	19,099
Non-Qualified XXII	931.714	12.22	11,386
Non-Qualified XXIII	169.356	11.87	2,010
	347,308.955		$ 4,530,477
ING Pioneer Equity Income Portfolio - Institutional Class
Contracts in accumulation period:
Non-Qualified V	80,172.599	$ 7.00	$ 561,208
Non-Qualified V (0.75)	226,769.718	7.13	1,616,868
Non-Qualified IX	3,810.384	6.93	26,406
Non-Qualified XII	12,094.669	7.11	85,993
Non-Qualified XX	7,817.632	7.07	55,271
Non-Qualified XXIII	5,259.541	8.62	45,337
Non-Qualified XXIV	81,775.040	8.69	710,625
	417,699.583		$ 3,101,708
ING Pioneer Fund Portfolio - Institutional Class
Currently payable annuity contracts:	299,259.351	$9.46 to $10.51	$ 3,143,511
Contracts in accumulation period:
Non-Qualified V	7,777.333	8.92	69,374
Non-Qualified V (0.75)	19,958.254	9.09	181,421
Non-Qualified XIII	219,668.495	10.66	2,341,666
Non-Qualified XIV	352,635.063	10.51	3,706,195
Non-Qualified XV	174,370.390	10.43	1,818,683
Non-Qualified XVI	1,243.061	10.41	12,940
Non-Qualified XVIII	3,593.252	10.19	36,615
Non-Qualified XIX	6,899.739	10.26	70,791
	1,085,404.938		$ 11,381,196
ING Pioneer Mid Cap Value Portfolio - Institutional
Class
Contracts in accumulation period:
Non-Qualified V	41,918.689	$ 9.08	$ 380,622
Non-Qualified V (0.75)	192,829.541	9.25	1,783,673
Non-Qualified IX	9,341.618	9.00	84,075
Non-Qualified XII	21,487.236	9.23	198,327
Non-Qualified XX	7,167.740	9.18	65,800
Non-Qualified XXIII	11,541.720	9.29	107,223
	284,286.544		$ 2,619,720

138

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
ING Pioneer Mid Cap Value Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified XIII	31,755.503	$ 9.08	$ 288,340
Non-Qualified XIV	39,316.329	8.98	353,061
Non-Qualified XV	7,627.385	8.93	68,113
Non-Qualified XVI	1,901.507	8.91	16,942
Non-Qualified XIX	1,240.751	8.81	10,931
	81,841.475		$ 737,387
ING Retirement Growth Portfolio - Adviser Class
Contracts in accumulation period:
Non-Qualified XIII	201,604.866	$ 9.38	$ 1,891,054
Non-Qualified XIV	212,628.984	9.38	1,994,460
Non-Qualified XV	161,335.124	9.37	1,511,710
Non-Qualified XVI	495.411	9.37	4,642
Non-Qualified XVIII	1,635.544	9.36	15,309
Non-Qualified XIX	22,203.170	9.37	208,044
	599,903.099		$ 5,625,219
ING Retirement Moderate Growth Portfolio - Adviser
Class
Contracts in accumulation period:
Non-Qualified XIII	288,917.750	$ 9.64	$ 2,785,167
Non-Qualified XIV	349,777.262	9.63	3,368,355
Non-Qualified XV	136,409.479	9.63	1,313,623
Non-Qualified XVI	17,283.872	9.63	166,444
Non-Qualified XIX	3,110.557	9.62	29,924
	795,498.920		$ 7,663,513
ING Retirement Moderate Portfolio - Adviser Class
Contracts in accumulation period:
Non-Qualified XIII	234,550.713	$ 9.87	$ 2,315,016
Non-Qualified XIV	396,344.079	9.86	3,907,953
Non-Qualified XV	183,782.825	9.86	1,812,099
Non-Qualified XVI	68,533.675	9.86	675,742
Non-Qualified XVIII	3,822.411	9.85	37,651
Non-Qualified XIX	28,339.093	9.85	279,140
	915,372.796		$ 9,027,601
ING T. Rowe Price Capital Appreciation Portfolio -
Service Class
Contracts in accumulation period:
Non-Qualified V	189,202.621	$ 12.02	$ 2,274,216
Non-Qualified V (0.75)	622,325.714	12.31	7,660,830
Non-Qualified IX	23,433.686	11.88	278,392
Non-Qualified XII	13,598.305	12.28	166,987
Non-Qualified XX	51,655.934	12.19	629,686
Non-Qualified XXIII	1,026.027	10.05	10,312
	901,242.287		$ 11,020,423

139

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
ING T. Rowe Price Equity Income Portfolio - Service
Class
Contracts in accumulation period:
Non-Qualified V	48,566.201	$ 13.30	$ 645,930
Non-Qualified V (0.75)	260,912.845	13.75	3,587,552
Non-Qualified IX	1,717.877	13.92	23,913
Non-Qualified XIII	49,927.857	8.92	445,356
Non-Qualified XIV	100,785.035	8.82	888,924
Non-Qualified XV	28,252.782	8.77	247,777
Non-Qualified XVI	874.941	8.75	7,656
Non-Qualified XVIII	509.544	8.60	4,382
Non-Qualified XIX	3,891.786	8.65	33,664
Non-Qualified XX	10,488.961	13.57	142,335
Non-Qualified XXII	2,815.721	9.04	25,454
Non-Qualified XXIII	418.356	9.33	3,903
	509,161.906		$ 6,056,846
ING Templeton Global Growth Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified XIII	8,986.062	$ 8.85	$ 79,527
Non-Qualified XIV	19,973.727	8.75	174,770
Non-Qualified XV	8,492.905	8.71	73,973
Non-Qualified XVI	5,574.585	8.69	48,443
Non-Qualified XVIII	3,229.766	8.54	27,582
Non-Qualified XIX	9,817.636	8.59	84,333
	56,074.681		$ 488,628
ING Van Kampen Growth and Income Portfolio - Service
Class
Contracts in accumulation period:
Non-Qualified V	21,276.105	$ 10.50	$ 223,399
Non-Qualified V (0.75)	55,298.935	10.75	594,464
Non-Qualified IX	3,099.825	10.38	32,176
Non-Qualified XXIII	1,579.670	9.58	15,133
	81,254.535		$ 865,172
ING Wells Fargo Small Cap Disciplined Portfolio -
Service Class
Contracts in accumulation period:
Non-Qualified V	37.647	$ 8.53	$ 321
Non-Qualified V (0.75)	939.158	8.69	8,161
Non-Qualified XIII	9,086.314	8.57	77,870
Non-Qualified XIV	16,897.772	8.48	143,293
Non-Qualified XV	9,532.157	8.43	80,356
Non-Qualified XVI	552.611	8.41	4,647
Non-Qualified XIX	114.817	8.32	955
	37,160.476		$ 315,603

140

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
ING Money Market Portfolio - Class I
Currently payable annuity contracts:	423,888.031	$11.07 to $12.85	$ 5,426,323
Contracts in accumulation period:
Non-Qualified V	290,405.638	15.26	4,431,590
Non-Qualified V (0.75)	891,666.205	16.35	14,578,742
Non-Qualified VI	3,622.496	14.99	54,301
Non-Qualified VII	2,004,541.209	14.86	29,787,482
Non-Qualified VIII	376,030.661	13.67	5,140,339
Non-Qualified IX	5,720.624	14.78	84,551
Non-Qualified X	71,097.977	15.26	1,084,955
Non-Qualified XII	9,998.892	13.20	131,985
Non-Qualified XIII	2,035,983.321	12.94	26,345,624
Non-Qualified XIV	2,595,400.659	12.49	32,416,554
Non-Qualified XV	1,122,090.553	12.28	13,779,272
Non-Qualified XVI	311,641.318	11.21	3,493,499
Non-Qualified XVIII	2,778.887	10.74	29,845
Non-Qualified XIX	287,994.483	10.89	3,136,260
Non-Qualified XX	11,063.374	11.19	123,799
Non-Qualified XXII	188.490	10.72	2,021
Non-Qualified XXIII	12,722.211	10.02	127,477
Non-Qualified XXIV	18,118.044	10.10	182,992
	10,474,953.073		$ 140,357,611
ING American Century Small-Mid Cap Value Portfolio -
Service Class
Contracts in accumulation period:
Non-Qualified V	13,092.133	$ 14.67	$ 192,062
Non-Qualified V (0.75)	58,029.943	15.24	884,376
Non-Qualified XII	282.130	15.18	4,283
Non-Qualified XX	3,362.998	17.22	57,911
Non-Qualified XXIV	15,932.498	10.69	170,318
	90,699.702		$ 1,308,950
ING Baron Asset Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	2,965.428	$ 8.38	$ 24,850
Non-Qualified V (0.75)	36,338.266	8.53	309,965
Non-Qualified XX	221.626	8.47	1,877
Non-Qualified XXIII	160.783	9.11	1,465
	39,686.103		$ 338,157

141

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
ING Baron Small Cap Growth Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	30,733.967	$ 14.17	$ 435,500
Non-Qualified V (0.75)	134,657.045	14.73	1,983,498
Non-Qualified IX	37.005	13.90	514
Non-Qualified XII	7,462.606	14.67	109,476
Non-Qualified XIII	33,265.734	8.28	275,440
Non-Qualified XIV	36,955.437	8.19	302,665
Non-Qualified XV	13,115.471	8.15	106,891
Non-Qualified XVI	1,114.443	8.13	9,060
Non-Qualified XVIII	739.284	8.00	5,914
Non-Qualified XIX	1,787.966	8.04	14,375
Non-Qualified XX	3,608.699	16.13	58,208
Non-Qualified XXIII	3,589.375	9.33	33,489
	267,067.032		$ 3,335,030
ING Columbia Small Cap Value Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	1,455.130	$ 8.21	$ 11,947
Non-Qualified V (0.75)	6,544.161	8.36	54,709
Non-Qualified XIII	31,590.263	8.30	262,199
Non-Qualified XIV	22,632.023	8.20	185,583
Non-Qualified XV	16,283.229	8.16	132,871
Non-Qualified XVI	329.785	8.14	2,684
Non-Qualified XIX	1,656.795	8.05	13,337
	80,491.386		$ 663,330
ING Davis New York Venture Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	16,709.356	$ 10.55	$ 176,284
Non-Qualified V (0.75)	74,854.896	10.97	821,158
Non-Qualified IX	112.702	10.10	1,138
Non-Qualified XIII	54,870.196	8.89	487,796
Non-Qualified XIV	61,405.807	8.79	539,757
Non-Qualified XV	32,119.524	8.74	280,725
Non-Qualified XVI	3,468.528	8.73	30,280
Non-Qualified XIX	12,182.745	8.63	105,137
Non-Qualified XX	102.216	12.92	1,321
Non-Qualified XXII	2,708.228	8.99	24,347
Non-Qualified XXIII	1,350.376	9.31	12,572
	259,884.574		$ 2,480,515
ING JPMorgan Mid Cap Value Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	28,882.717	$ 14.34	$ 414,178
Non-Qualified V (0.75)	46,482.605	14.90	692,591
Non-Qualified IX	3,404.144	14.07	47,896
Non-Qualified XX	7,047.811	16.52	116,430
Non-Qualified XXIII	4,214.982	9.40	39,621
Non-Qualified XXIV	47,892.318	9.47	453,540
	137,924.577		$ 1,764,256

142

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
ING Legg Mason Partners Aggressive Growth Portfolio -
Initial Class
Currently payable annuity contracts:	93,966.624	$8.83 to $9.57	$ 832,774
Contracts in accumulation period:
Non-Qualified V	151,591.453	13.02	1,973,721
Non-Qualified V (0.75)	126,049.359	13.96	1,759,649
Non-Qualified VII	716,445.589	12.34	8,840,939
Non-Qualified VIII	113,592.262	8.52	967,806
Non-Qualified IX	4,477.315	12.61	56,459
Non-Qualified X	5,469.020	13.02	71,207
Non-Qualified XII	1,774.967	7.60	13,490
Non-Qualified XIII	208,999.253	7.16	1,496,435
Non-Qualified XIV	272,758.492	6.91	1,884,761
Non-Qualified XV	83,406.281	6.79	566,329
Non-Qualified XVI	6,003.032	4.76	28,574
Non-Qualified XVIII	4,654.112	4.57	21,269
Non-Qualified XIX	1,450.121	4.63	6,714
Non-Qualified XX	201.051	12.65	2,543
Non-Qualified XXIII	16,550.837	9.04	149,620
Non-Qualified XXIV	339.022	9.11	3,088
	1,807,728.790		$ 18,675,378
ING Oppenheimer Global Portfolio - Initial Class
Currently payable annuity contracts:	265,806.563	$11.59 to $11.67	$ 3,080,728
Contracts in accumulation period:
Non-Qualified V	523,838.003	11.61	6,081,759
Non-Qualified V (0.75)	1,328,169.671	11.90	15,805,219
Non-Qualified VII	2,762,723.241	11.88	32,821,152
Non-Qualified VIII	416,753.104	11.97	4,988,535
Non-Qualified IX	31,255.058	11.47	358,496
Non-Qualified X	17,609.885	11.61	204,451
Non-Qualified XII	11,042.940	11.87	131,080
Non-Qualified XIII	957,210.010	12.14	11,620,530
Non-Qualified XIV	930,293.612	11.97	11,135,615
Non-Qualified XV	287,307.348	11.88	3,413,211
Non-Qualified XVI	20,321.059	11.86	241,008
Non-Qualified XVIII	5,689.552	11.60	65,999
Non-Qualified XIX	15,168.374	11.69	177,318
Non-Qualified XX	29,597.662	11.78	348,660
Non-Qualified XXIII	67,822.697	9.70	657,880
Non-Qualified XXIV	54,500.277	9.77	532,468
	7,725,109.056		$ 91,664,109

143

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
ING Oppenheimer Strategic Income Portfolio - Initial
Class
Currently payable annuity contracts:	250,151.250	$11.13 to $11.92	$ 2,919,011
Contracts in accumulation period:
Non-Qualified V	191,664.073	11.53	2,209,887
Non-Qualified V (0.75)	391,756.202	11.82	4,630,558
Non-Qualified VII	909,241.113	11.56	10,510,827
Non-Qualified VIII	194,503.044	11.65	2,265,960
Non-Qualified IX	979.311	11.39	11,154
Non-Qualified X	2,837.854	11.53	32,720
Non-Qualified XII	4,522.561	11.79	53,321
Non-Qualified XIII	669,256.920	11.81	7,903,924
Non-Qualified XIV	730,572.312	11.65	8,511,167
Non-Qualified XV	289,140.779	11.56	3,342,467
Non-Qualified XVI	48,283.250	11.54	557,189
Non-Qualified XVIII	4,005.333	11.29	45,220
Non-Qualified XIX	41,876.422	11.37	476,135
Non-Qualified XX	8,891.391	11.70	104,029
Non-Qualified XXIII	7,877.393	10.05	79,168
Non-Qualified XXIV	7,649.160	10.13	77,486
	3,753,208.368		$ 43,730,223
ING Oppenheimer Strategic Income Portfolio - Service
Class
Currently payable annuity contracts:	9,379.718	$ 11.47	$ 107,585
Contracts in accumulation period:
	9,379.718		$ 107,585
ING PIMCO Total Return Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	149,707.408	$ 13.92	$ 2,083,927
Non-Qualified V (0.75)	775,910.577	14.46	11,219,667
Non-Qualified IX	27,362.168	13.65	373,494
Non-Qualified XII	551.212	14.41	7,943
Non-Qualified XX	36,314.514	13.92	505,498
Non-Qualified XXII	1,559.429	12.27	19,134
Non-Qualified XXIII	11,510.649	11.14	128,229
	1,002,915.957		$ 14,337,892

144

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
ING Pioneer High Yield Portfolio - Initial Class
Currently payable annuity contracts:	170,093.278	$ 12.04	$ 2,047,923
Contracts in accumulation period:
Non-Qualified V	11,872.989	12.75	151,381
Non-Qualified V (0.75)	77,022.236	12.99	1,000,519
Non-Qualified VII	454,661.468	11.92	5,419,565
Non-Qualified VIII	89,982.377	11.95	1,075,289
Non-Qualified IX	2,210.218	12.64	27,937
Non-Qualified XII	797.948	12.97	10,349
Non-Qualified XIII	257,635.952	12.00	3,091,631
Non-Qualified XIV	388,307.777	11.95	4,640,278
Non-Qualified XV	117,949.200	11.92	1,405,954
Non-Qualified XVI	24,272.937	11.91	289,091
Non-Qualified XVIII	3,925.435	11.84	46,477
Non-Qualified XIX	12,784.262	11.86	151,621
Non-Qualified XX	2,070.231	12.89	26,685
	1,613,586.308		$ 19,384,700
ING Solution 2015 Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	28,040.980	$ 10.53	$ 295,272
Non-Qualified V (0.75)	236,773.189	10.78	2,552,415
Non-Qualified IX	18,187.832	10.41	189,335
Non-Qualified XXIII	27,891.586	9.62	268,317
	310,893.587		$ 3,305,339
ING Solution 2025 Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	4,925.039	$ 10.17	$ 50,088
Non-Qualified V (0.75)	95,650.304	10.41	995,720
Non-Qualified IX	802.234	10.05	8,062
Non-Qualified XX	1,306.929	10.31	13,474
Non-Qualified XXIII	83,979.786	9.28	779,332
Non-Qualified XXIV	17,409.520	9.35	162,779
	204,073.812		$ 2,009,455
ING Solution 2035 Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	5,111.672	$ 10.23	$ 52,292
Non-Qualified V (0.75)	109,325.749	10.47	1,144,641
Non-Qualified XXIII	120,312.887	9.18	1,104,472
Non-Qualified XXIV	4,108.115	9.25	38,000
	238,858.423		$ 2,339,405

145

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
ING Solution 2045 Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	9,705.008	$ 10.19	$ 98,894
Non-Qualified V (0.75)	64,571.681	10.44	674,128
Non-Qualified IX	146.110	10.08	1,473
Non-Qualified XX	405.208	10.34	4,190
Non-Qualified XXIII	39,094.539	8.96	350,287
Non-Qualified XXIV	7,815.145	9.03	70,571
	121,737.691		$ 1,199,543
ING Solution Income Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	2,065.352	$ 10.81	$ 22,326
Non-Qualified V (0.75)	111,465.154	11.07	1,233,919
Non-Qualified XXIII	17,769.725	10.09	179,297
	131,300.231		$ 1,435,542
ING T. Rowe Price Diversified Mid Cap Growth
Portfolio - Initial Class
Contracts in accumulation period:
Non-Qualified V	423,966.622	$ 10.87	$ 4,608,517
Non-Qualified V (0.75)	538,382.106	11.14	5,997,577
Non-Qualified VII	867,640.283	11.38	9,873,746
Non-Qualified VIII	141,226.657	11.46	1,618,457
Non-Qualified IX	25,487.522	10.73	273,481
Non-Qualified X	15,072.850	10.87	163,842
Non-Qualified XII	10,529.202	11.11	116,979
Non-Qualified XIII	731,147.041	11.62	8,495,929
Non-Qualified XIV	636,043.860	11.46	7,289,063
Non-Qualified XV	259,729.245	11.38	2,955,719
Non-Qualified XVI	8,212.909	11.35	93,217
Non-Qualified XVIII	3,012.964	11.11	33,474
Non-Qualified XIX	7,899.744	11.19	88,398
Non-Qualified XX	1,878.860	11.03	20,724
Non-Qualified XXII	2,262.261	10.29	23,279
Non-Qualified XXIII	42,803.578	9.16	392,081
Non-Qualified XXIV	8,753.618	9.24	80,883
	3,724,049.322		$ 42,125,366

146

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
ING T. Rowe Price Growth Equity Portfolio - Initial
Class
Currently payable annuity contracts:	292,679.471	$10.85 to $13.96	$ 4,069,097
Contracts in accumulation period:
Non-Qualified V	105,889.568	20.95	2,218,386
Non-Qualified V (0.75)	197,314.280	22.46	4,431,679
Non-Qualified VII	708,641.193	26.18	18,552,226
Non-Qualified VIII	80,437.002	19.25	1,548,412
Non-Qualified IX	5,053.431	20.30	102,585
Non-Qualified X	12,199.524	20.95	255,580
Non-Qualified XII	3,140.568	13.25	41,613
Non-Qualified XX	8,922.835	14.39	128,400
Non-Qualified XXIII	25,535.798	9.42	240,547
Non-Qualified XXIV	21,060.414	9.50	200,074
	1,460,874.084		$ 31,788,599
ING Templeton Foreign Equity Portfolio - Initial Class
Currently payable annuity contracts:	179,449.557	$8.14 to $8.21	$ 1,461,162
Contracts in accumulation period:
Non-Qualified V	415,687.365	8.20	3,408,636
Non-Qualified V (0.75)	408,573.611	8.27	3,378,904
Non-Qualified VII	247,399.176	8.13	2,011,355
Non-Qualified VIII	50,188.104	8.16	409,535
Non-Qualified IX	14,550.588	8.17	118,878
Non-Qualified X	5,164.163	8.20	42,346
Non-Qualified XII	1,504.614	8.27	12,443
Non-Qualified XIII	472,634.052	8.20	3,875,599
Non-Qualified XIV	549,593.376	8.16	4,484,682
Non-Qualified XV	147,113.431	8.13	1,196,032
Non-Qualified XVI	32,282.755	8.13	262,459
Non-Qualified XVIII	9,432.970	8.07	76,124
Non-Qualified XIX	17,756.513	8.09	143,650
Non-Qualified XX	2,427.141	8.24	20,000
Non-Qualified XXIII	10,810.505	9.10	98,376
Non-Qualified XXIV	7,590.760	9.17	69,607
	2,572,158.681		$ 21,069,788

147

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
ING Thornburg Value Portfolio - Initial Class
Currently payable annuity contracts:	151,036.779	$11.36 to $16.78	$ 2,521,508
Contracts in accumulation period:
Non-Qualified V	88,751.334	27.54	2,444,212
Non-Qualified V (0.75)	83,805.571	29.51	2,473,102
Non-Qualified VII	206,135.272	12.85	2,648,838
Non-Qualified VIII	46,661.615	13.09	610,801
Non-Qualified IX	3,436.842	26.67	91,661
Non-Qualified X	3,543.577	27.54	97,590
Non-Qualified XIII	260,562.120	10.85	2,827,099
Non-Qualified XIV	257,396.974	10.48	2,697,520
Non-Qualified XV	69,205.357	10.30	712,815
Non-Qualified XVI	12,847.022	6.51	83,634
Non-Qualified XVIII	105.814	6.24	660
Non-Qualified XIX	9,259.090	6.32	58,517
Non-Qualified XX	375.637	14.03	5,270
Non-Qualified XXIII	7,415.542	10.32	76,528
	1,200,538.546		$ 17,349,755
ING UBS U.S. Large Cap Equity Portfolio - Initial Class
Contracts in accumulation period:
Non-Qualified V	144,255.747	$ 13.70	$ 1,976,304
Non-Qualified V (0.75)	132,491.891	14.68	1,944,981
Non-Qualified VI	16,554.115	11.65	192,855
Non-Qualified VII	514,451.027	13.33	6,857,632
Non-Qualified VIII	77,411.136	9.31	720,698
Non-Qualified IX	9,511.677	13.27	126,220
Non-Qualified X	56,770.767	13.70	777,760
Non-Qualified XI	783.824	11.65	9,132
Non-Qualified XIII	160,161.672	9.25	1,481,495
Non-Qualified XIV	198,123.722	8.93	1,769,245
Non-Qualified XV	62,257.960	8.78	546,625
Non-Qualified XVI	10,615.614	6.56	69,638
Non-Qualified XVIII	6,204.982	6.28	38,967
Non-Qualified XIX	2,532.104	6.37	16,130
Non-Qualified XX	244.046	12.73	3,107
Non-Qualified XXIII	9,439.114	9.06	85,518
	1,401,809.398		$ 16,616,307
ING Van Kampen Comstock Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	15,755.520	$ 11.02	$ 173,626
Non-Qualified V (0.75)	65,822.899	11.45	753,672
Non-Qualified IX	1,350.242	10.81	14,596
Non-Qualified XX	4,003.668	13.06	52,288
Non-Qualified XXIII	3,270.516	9.45	30,906
	90,202.845		$ 1,025,088

148

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
ING Van Kampen Equity and Income Portfolio - Initial
Class
Contracts in accumulation period:
Non-Qualified V	301,174.122	$ 11.15	$ 3,358,091
Non-Qualified V (0.75)	517,740.361	11.43	5,917,772
Non-Qualified VII	1,364,024.980	11.28	15,386,202
Non-Qualified VIII	331,790.615	11.36	3,769,141
Non-Qualified IX	5,624.684	11.01	61,928
Non-Qualified X	3,941.246	11.15	43,945
Non-Qualified XII	428.818	11.40	4,889
Non-Qualified XIII	1,309,701.342	11.52	15,087,759
Non-Qualified XIV	1,456,310.040	11.36	16,543,682
Non-Qualified XV	486,862.691	11.28	5,491,811
Non-Qualified XVI	22,793.839	11.25	256,431
Non-Qualified XVIII	2,422.119	11.01	26,668
Non-Qualified XIX	22,225.287	11.09	246,478
Non-Qualified XX	13,233.300	11.32	149,801
Non-Qualified XXIII	4,096.051	10.22	41,862
Non-Qualified XXIV	39,656.983	10.30	408,467
	5,882,026.478		$ 66,794,927
ING Strategic Allocation Conservative Portfolio - Class I
Currently payable annuity contracts:	173,116.226	$ 14.94	$ 2,586,356
Contracts in accumulation period:
Non-Qualified V	27,916.057	16.91	472,061
Non-Qualified V (0.75)	26,907.386	18.12	487,562
Non-Qualified VII	237,654.673	16.53	3,928,432
Non-Qualified VIII	76,344.800	15.66	1,195,560
Non-Qualified IX	847.258	16.38	13,878
Non-Qualified XXIII	1,040.036	9.71	10,099
	543,826.436		$ 8,693,948
ING Strategic Allocation Growth Portfolio - Class I
Currently payable annuity contracts:	125,492.020	$8.39 to $11.58	$ 1,440,623
Contracts in accumulation period:
Non-Qualified V	40,958.001	16.86	690,552
Non-Qualified V (0.75)	116,614.911	18.07	2,107,231
Non-Qualified VII	203,432.902	16.48	3,352,574
Non-Qualified VIII	41,383.393	14.89	616,199
Non-Qualified IX	2,687.015	16.33	43,879
Non-Qualified X	3,998.861	17.62	70,460
Non-Qualified XX	4,515.817	12.43	56,132
Non-Qualified XXIII	28,572.757	9.12	260,584
Non-Qualified XXIV	6,047.937	9.19	55,581
	573,703.614		$ 8,693,815

149

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
ING Strategic Allocation Moderate Portfolio - Class I
Currently payable annuity contracts:	214,421.394	$9.08 to $11.95	$ 2,554,886
Contracts in accumulation period:
Non-Qualified V	37,700.553	16.78	632,615
Non-Qualified V (0.75)	58,434.270	17.98	1,050,648
Non-Qualified VII	290,134.474	16.40	4,758,205
Non-Qualified VIII	63,187.344	15.09	953,497
Non-Qualified XX	4,349.038	12.38	53,841
Non-Qualified XXIII	2,026.803	9.43	19,113
Non-Qualified XXIV	2,359.436	9.50	22,415
	672,613.312		$ 10,045,220
ING Growth and Income Portfolio - Class I
Currently payable annuity contracts:	1,191,217.223	$6.57 to $258.97	$ 53,549,119
Contracts in accumulation period:
Non-Qualified 1964	958.684	219.48	210,412
Non-Qualified V	1,472,079.422	20.45	30,104,024
Non-Qualified V (0.75)	2,430,699.305	21.91	53,256,622
Non-Qualified VI	505,661.815	19.27	9,744,103
Non-Qualified VII	1,260,360.454	20.04	25,257,623
Non-Qualified VIII	267,183.772	13.62	3,639,043
Non-Qualified IX	41,966.704	19.81	831,360
Non-Qualified X	562,384.567	21.10	11,866,314
Non-Qualified XI	6,610.806	19.89	131,489
Non-Qualified XII	39,726.270	8.80	349,591
Non-Qualified XIII	1,032,614.178	8.38	8,653,307
Non-Qualified XIV	967,784.977	8.10	7,839,058
Non-Qualified XV	434,520.523	7.96	3,458,783
Non-Qualified XVI	385,109.695	7.09	2,730,428
Non-Qualified XVIII	28,833.253	6.79	195,778
Non-Qualified XIX	274,978.650	6.89	1,894,603
Non-Qualified XX	26,992.876	12.55	338,761
Non-Qualified XXII	7,643.739	9.39	71,775
Non-Qualified XXIII	121,549.633	9.23	1,121,903
Non-Qualified XXIV	29,517.714	9.30	274,515
	11,088,394.260		$ 215,518,611
ING GET U.S. Core Portfolio - Series 5
Contracts in accumulation period:
Non-Qualified VII	12,114.581	$ 10.45	$ 126,597
Non-Qualified VIII	2,705.194	10.54	28,513
Non-Qualified XIII	99,943.366	10.72	1,071,393
Non-Qualified XIV	9,080.408	10.54	95,708
Non-Qualified XV	2,797.113	10.45	29,230
Non-Qualified XVI	2,314.441	10.42	24,116
Non-Qualified XIX	10,306.293	10.25	105,640
	139,261.396		$ 1,481,197

150

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
ING GET U.S. Core Portfolio - Series 6
Contracts in accumulation period:
Non-Qualified VII	232,041.888	$ 10.23	$ 2,373,789
Non-Qualified VIII	25,681.452	10.31	264,776
Non-Qualified XIII	451,389.185	10.48	4,730,559
Non-Qualified XIV	670,705.405	10.31	6,914,973
Non-Qualified XV	374,311.207	10.23	3,829,204
Non-Qualified XVI	756.414	10.20	7,715
Non-Qualified XIX	37,232.237	10.04	373,812
	1,792,117.788		$ 18,494,828
ING GET U.S. Core Portfolio - Series 7
Contracts in accumulation period:
Non-Qualified VII	123,467.135	$ 10.16	$ 1,254,426
Non-Qualified VIII	4,885.016	10.24	50,023
Non-Qualified XIII	211,665.838	10.40	2,201,325
Non-Qualified XIV	341,672.053	10.24	3,498,722
Non-Qualified XV	316,188.836	10.16	3,212,479
Non-Qualified XVI	1,714.340	10.13	17,366
Non-Qualified XIX	35,196.799	9.98	351,264
	1,034,790.017		$ 10,585,605
ING GET U.S. Core Portfolio - Series 8
Contracts in accumulation period:
Non-Qualified VII	109,934.911	$ 10.23	$ 1,124,634
Non-Qualified VIII	10,263.661	10.31	105,818
Non-Qualified XIII	293,942.225	10.43	3,065,817
Non-Qualified XIV	221,389.792	10.28	2,275,887
Non-Qualified XV	202,486.718	10.21	2,067,389
Non-Qualified XVI	4,279.069	10.18	43,561
	842,296.376		$ 8,683,106
ING GET U.S. Core Portfolio - Series 9
Contracts in accumulation period:
Non-Qualified VII	21,934.153	$ 10.18	$ 223,290
Non-Qualified XIII	253,806.467	10.38	2,634,511
Non-Qualified XIV	230,096.983	10.24	2,356,193
Non-Qualified XV	179,755.512	10.17	1,828,114
Non-Qualified XVI	45.231	10.14	459
Non-Qualified XIX	101.121	10.01	1,012
	685,739.467		$ 7,043,579
ING GET U.S. Core Portfolio - Series 10
Contracts in accumulation period:
Non-Qualified VII	8,900.649	$ 10.02	$ 89,184
Non-Qualified VIII	10,567.647	10.10	106,733
Non-Qualified XIII	154,585.271	10.20	1,576,770
Non-Qualified XIV	180,960.745	10.07	1,822,275
Non-Qualified XV	118,277.561	10.00	1,182,776
Non-Qualified XVI	141.322	9.98	1,410
	473,433.195		$ 4,779,148

151

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
ING GET U.S. Core Portfolio - Series 11
Contracts in accumulation period:
Non-Qualified VII	16,152.177	$ 10.18	$ 164,429
Non-Qualified VIII	637.061	10.25	6,530
Non-Qualified XIII	203,977.799	10.38	2,117,290
Non-Qualified XIV	248,085.095	10.25	2,542,872
Non-Qualified XV	87,983.463	10.18	895,672
Non-Qualified XVI	28,092.594	10.16	285,421
Non-Qualified XIX	1,140.429	10.04	11,450
	586,068.618		$ 6,023,664
ING GET U.S. Core Portfolio - Series 12
Contracts in accumulation period:
Non-Qualified VII	41,546.273	$ 10.15	$ 421,695
Non-Qualified VIII	768.898	10.21	7,850
Non-Qualified XIII	619,082.812	10.33	6,395,125
Non-Qualified XIV	454,369.781	10.21	4,639,115
Non-Qualified XV	362,600.436	10.15	3,680,394
Non-Qualified XVI	22,235.679	10.13	225,247
Non-Qualified XVIII	13,475.723	9.96	134,218
Non-Qualified XIX	8,235.941	10.02	82,524
	1,522,315.543		$ 15,586,168
ING GET U.S. Core Portfolio - Series 13
Contracts in accumulation period:
Non-Qualified VII	31,968.013	$ 10.01	$ 320,000
Non-Qualified VIII	2,142.345	10.07	21,573
Non-Qualified XIII	664,502.938	10.18	6,764,640
Non-Qualified XIV	404,556.324	10.07	4,073,882
Non-Qualified XV	293,712.573	10.01	2,940,063
Non-Qualified XVI	8,531.159	9.99	85,226
Non-Qualified XIX	24,985.071	9.89	247,102
	1,430,398.423		$ 14,452,486
ING GET U.S. Core Portfolio - Series 14
Contracts in accumulation period:
Non-Qualified VII	25,803.825	$ 10.06	$ 259,586
Non-Qualified VIII	4,289.743	10.11	43,369
Non-Qualified XIII	584,134.309	10.20	5,958,170
Non-Qualified XIV	411,022.551	10.11	4,155,438
Non-Qualified XV	135,786.485	10.06	1,366,012
Non-Qualified XVI	8,837.652	10.05	88,818
Non-Qualified XVIII	244.728	9.91	2,425
Non-Qualified XIX	70,734.087	9.95	703,804
	1,240,853.380		$ 12,577,622

152

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
ING BlackRock Science and Technology Opportunities
Portfolio - Class I
Contracts in accumulation period:
Non-Qualified V	127,832.642	$ 4.44	$ 567,577
Non-Qualified V (0.75)	333,174.800	4.66	1,552,595
Non-Qualified VII	276,299.265	4.37	1,207,428
Non-Qualified VIII	31,935.392	4.44	141,793
Non-Qualified IX	6,178.984	4.33	26,755
Non-Qualified XII	1,494.500	4.64	6,934
Non-Qualified XIII	233,269.740	4.57	1,066,043
Non-Qualified XIV	195,951.527	4.44	870,025
Non-Qualified XV	28,506.108	4.37	124,572
Non-Qualified XVI	3,294.679	4.55	14,991
Non-Qualified XVIII	753.518	4.36	3,285
Non-Qualified XIX	4,206.805	4.42	18,594
Non-Qualified XX	1,207.346	14.96	18,062
Non-Qualified XXIII	3,617.655	10.42	37,696
	1,247,722.961		$ 5,656,350
ING Index Plus LargeCap Portfolio - Class I
Currently payable annuity contracts:	1,391,415.459	$7.31 to $15.02	$ 19,618,243
Contracts in accumulation period:
Non-Qualified V	89,767.308	17.09	1,534,123
Non-Qualified V (0.75)	624,513.785	18.26	11,403,622
Non-Qualified VII	478,482.670	16.73	8,005,015
Non-Qualified VIII	169,441.144	16.78	2,843,222
Non-Qualified IX	5,209.526	16.55	86,218
Non-Qualified XII	15,033.765	10.61	159,508
Non-Qualified XIII	1,564,083.702	10.08	15,765,964
Non-Qualified XIV	1,446,039.280	9.73	14,069,962
Non-Qualified XV	577,336.355	9.56	5,519,336
Non-Qualified XVI	295,836.664	7.32	2,165,524
Non-Qualified XVIII	19,839.748	7.02	139,275
Non-Qualified XIX	223,224.690	7.12	1,589,360
Non-Qualified XX	88,619.377	12.15	1,076,725
Non-Qualified XXIII	19,227.849	9.14	175,743
Non-Qualified XXIV	22,711.637	9.21	209,174
	7,030,782.959		$ 84,361,014
ING Index Plus MidCap Portfolio - Class I
Contracts in accumulation period:
Non-Qualified V	44,795.644	$ 18.63	$ 834,543
Non-Qualified V (0.75)	396,878.734	19.75	7,838,355
Non-Qualified IX	4,116.997	18.09	74,476
Non-Qualified XII	9,104.421	20.51	186,732
Non-Qualified XX	2,694.601	14.68	39,557
Non-Qualified XXII	292.528	9.24	2,703
Non-Qualified XXIII	11,467.788	8.96	102,751
Non-Qualified XXIV	24,405.533	9.03	220,382
	493,756.246		$ 9,299,499

153

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
ING Index Plus SmallCap Portfolio - Class I
Contracts in accumulation period:
Non-Qualified V	40,401.609	$ 13.15	$ 531,281
Non-Qualified V (0.75)	203,558.394	13.95	2,839,640
Non-Qualified IX	3,917.838	12.77	50,031
Non-Qualified XII	15,806.568	14.96	236,466
Non-Qualified XX	2,761.032	13.91	38,406
Non-Qualified XXIII	7,443.506	9.03	67,215
Non-Qualified XXIV	19,307.530	9.10	175,699
	293,196.477		$ 3,938,738
ING International Index Portfolio - Class I
Currently payable annuity contracts:	88,802.641	$13.41 to $13.45	$ 1,190,945
Contracts in accumulation period:
Non-Qualified V	14,760.404	7.47	110,260
Non-Qualified V (0.75)	264,084.437	7.53	1,988,556
Non-Qualified VII	283,363.408	13.96	3,955,753
Non-Qualified VIII	43,393.933	13.98	606,647
Non-Qualified IX	896.484	7.44	6,670
Non-Qualified XII	11,379.222	7.53	85,686
Non-Qualified XIII	114,512.230	14.01	1,604,316
Non-Qualified XIV	101,063.941	13.98	1,412,874
Non-Qualified XV	45,562.725	13.96	636,056
Non-Qualified XVI	10,015.516	13.96	139,817
Non-Qualified XVIII	1,384.003	13.91	19,251
Non-Qualified XIX	3,353.272	13.93	46,711
Non-Qualified XX	3,335.204	7.51	25,047
Non-Qualified XXIII	3,355.938	8.50	28,525
	989,263.358		$ 11,857,114
ING International Index Portfolio - Class S
Contracts in accumulation period:
Non-Qualified V	3,325.267	$ 12.72	$ 42,297

154

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
ING Opportunistic Large Cap Portfolio - Class I
Currently payable annuity contracts:	98,664.178	$11.08 to $11.10	$ 1,093,328
Contracts in accumulation period:
Non-Qualified V	29,008.895	16.03	465,013
Non-Qualified V (0.75)	142,806.540	17.08	2,439,136
Non-Qualified VII	261,558.825	15.70	4,106,474
Non-Qualified VIII	62,776.488	16.01	1,005,052
Non-Qualified IX	2,000.761	15.52	31,052
Non-Qualified X	5,302.135	16.03	84,993
Non-Qualified XII	3,098.970	11.52	35,700
Non-Qualified XIII	138,647.083	12.69	1,759,431
Non-Qualified XIV	146,751.288	12.66	1,857,871
Non-Qualified XV	24,247.681	12.65	306,733
Non-Qualified XVI	7,279.939	12.65	92,091
Non-Qualified XVIII	253.580	12.60	3,195
Non-Qualified XIX	5,535.739	12.62	69,861
Non-Qualified XX	1,679.360	11.05	18,557
Non-Qualified XXIII	8,500.197	8.75	74,377
Non-Qualified XXIV	5,141.955	8.82	45,352
	943,253.614		$ 13,488,216
ING Russell™ Large Cap Growth Index Portfolio -
Class I
Currently payable annuity contracts:	32,735.060	$ 12.73	$ 416,717
Contracts in accumulation period:
Non-Qualified V	921.033	12.54	11,550
Non-Qualified V (0.75)	8,263.273	12.58	103,952
Non-Qualified VII	1,068,844.117	11.74	12,548,230
Non-Qualified VIII	136,708.892	11.74	1,604,962
Non-Qualified XIII	478,661.585	11.76	5,629,060
Non-Qualified XIV	518,846.858	11.74	6,091,262
Non-Qualified XV	183,720.536	11.74	2,156,879
Non-Qualified XVI	12,637.824	11.73	148,242
Non-Qualified XVIII	4,836.294	11.71	56,633
Non-Qualified XIX	11,983.478	11.72	140,446
	2,458,158.950		$ 28,907,933

155

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
ING Russell™ Large Cap Index Portfolio - Class I
Currently payable annuity contracts:	309,257.258	$12.68 to $12.77	$ 3,946,990
Contracts in accumulation period:
Non-Qualified V	18,178.637	8.10	147,247
Non-Qualified V (0.75)	219,742.158	8.16	1,793,096
Non-Qualified VII	324,176.635	12.89	4,178,637
Non-Qualified VIII	104,678.948	12.90	1,350,358
Non-Qualified IX	349.270	8.06	2,815
Non-Qualified XIII	208,860.329	12.93	2,700,564
Non-Qualified XIV	319,622.718	12.90	4,123,133
Non-Qualified XV	116,950.595	12.89	1,507,493
Non-Qualified XVI	15,093.910	12.89	194,560
Non-Qualified XVIII	6,808.115	12.84	87,416
Non-Qualified XIX	5,086.850	12.86	65,417
Non-Qualified XXIII	1,879.848	9.10	17,107
	1,650,685.271		$ 20,114,833
ING Russell™ Large Cap Value Index Portfolio - Class I
Contracts in accumulation period:
Non-Qualified XIII	332,531.760	$ 12.56	$ 4,176,599
Non-Qualified XIV	340,110.362	12.53	4,261,583
Non-Qualified XV	106,473.458	12.52	1,333,048
Non-Qualified XVI	12,293.573	12.52	153,916
Non-Qualified XVIII	786.654	12.47	9,810
Non-Qualified XIX	19,974.308	12.49	249,479
	812,170.115		$ 10,184,435
ING Russell™ Large Cap Value Index Portfolio - Class S
Contracts in accumulation period:
Non-Qualified VII	119,513.112	$ 12.51	$ 1,495,109
Non-Qualified VIII	5,855.725	12.52	73,314
	125,368.837		$ 1,568,423
ING Russell™ Mid Cap Growth Index Portfolio - Class S
Contracts in accumulation period:
Non-Qualified V	5,084.792	$ 12.82	$ 65,187
Non-Qualified V (0.75)	1,978.309	12.86	25,441
Non-Qualified IX	794.664	12.80	10,172
	7,857.765		$ 100,800
ING Russell™ Mid Cap Index Portfolio - Class I
Contracts in accumulation period:
Non-Qualified V	2,878.028	$ 8.18	$ 23,542
Non-Qualified V (0.75)	16,385.462	8.25	135,180
	19,263.490		$ 158,722
ING Russell™ Small Cap Index Portfolio - Class I
Contracts in accumulation period:
Non-Qualified V	1,150.299	$ 8.69	$ 9,996
Non-Qualified V (0.75)	12,919.502	8.76	113,175
	14,069.801		$ 123,171

156

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
ING Small Company Portfolio - Class I
Currently payable annuity contracts:	183,257.658	$12.23 to $25.18	$ 4,526,654
Contracts in accumulation period:
Non-Qualified V	15,095.067	24.99	377,226
Non-Qualified V (0.75)	104,932.597	26.63	2,794,355
Non-Qualified VII	299,734.238	24.48	7,337,494
Non-Qualified VIII	81,100.333	24.96	2,024,264
Non-Qualified IX	2,081.579	24.20	50,374
Non-Qualified X	4,066.013	24.99	101,610
Non-Qualified XII	1,519.119	18.33	27,845
Non-Qualified XIII	371,325.507	17.72	6,579,888
Non-Qualified XIV	311,927.542	17.11	5,337,080
Non-Qualified XV	73,186.847	16.82	1,231,003
Non-Qualified XVI	11,733.023	12.19	143,026
Non-Qualified XVIII	3,614.435	11.69	42,253
Non-Qualified XIX	11,720.836	11.85	138,892
Non-Qualified XX	415.231	16.13	6,698
Non-Qualified XXIII	18,412.388	9.21	169,578
Non-Qualified XXIV	1,292.100	9.28	11,991
	1,495,414.513		$ 30,900,231
ING U.S. Bond Index Portfolio - Class I
Contracts in accumulation period:
Non-Qualified V	13,382.249	$ 10.65	$ 142,521
Non-Qualified V (0.75)	47,303.244	10.74	508,037
Non-Qualified XX	1,305.029	10.70	13,964
Non-Qualified XXIII	976.552	10.94	10,683
	62,967.074		$ 675,205
ING International Value Portfolio - Class I
Contracts in accumulation period:
Non-Qualified V	32,897.280	$ 13.04	$ 428,981
Non-Qualified V (0.75)	196,239.205	13.60	2,668,853
Non-Qualified IX	8,924.738	12.77	113,969
Non-Qualified XII	5,125.934	13.54	69,405
Non-Qualified XX	384.671	14.75	5,674
Non-Qualified XXIII	3,931.291	8.41	33,062
	247,503.119		$ 3,319,944
ING MidCap Opportunities Portfolio - Class I
Contracts in accumulation period:
Non-Qualified V	9,620.655	$ 12.75	$ 122,663
Non-Qualified V (0.75)	27,424.690	13.30	364,748
Non-Qualified XII	588.659	13.24	7,794
Non-Qualified XXIII	2,806.295	9.75	27,361
	40,440.299		$ 522,566

157

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
ING MidCap Opportunities Portfolio - Class S
Contracts in accumulation period:
Non-Qualified XIII	120,545.131	$ 11.53	$ 1,389,885
Non-Qualified XIV	85,586.484	11.23	961,136
Non-Qualified XV	39,788.436	11.09	441,254
Non-Qualified XVI	8,308.418	11.04	91,725
Non-Qualified XVIII	1,712.311	10.61	18,168
Non-Qualified XIX	8,077.336	10.75	86,831
	264,018.116		$ 2,988,999
ING SmallCap Opportunities Portfolio - Class I
Contracts in accumulation period:
Non-Qualified V	9,884.051	$ 8.09	$ 79,962
Non-Qualified V (0.75)	23,568.005	8.44	198,914
Non-Qualified XII	4,167.304	8.40	35,005
Non-Qualified XX	275.177	14.14	3,891
Non-Qualified XXIII	195.945	9.07	1,777
	38,090.482		$ 319,549
ING SmallCap Opportunities Portfolio - Class S
Contracts in accumulation period:
Non-Qualified XIII	106,954.747	$ 7.74	$ 827,830
Non-Qualified XIV	87,766.359	7.53	660,881
Non-Qualified XV	50,334.391	7.44	374,488
Non-Qualified XVI	10,713.170	7.40	79,277
Non-Qualified XIX	8,522.484	7.21	61,447
	264,291.151		$ 2,003,923
Janus Aspen Series Balanced Portfolio - Institutional
Shares
Contracts in accumulation period:
Non-Qualified V (0.75)	375.064	$ 35.54	$ 13,330
Janus Aspen Series Enterprise Portfolio - Institutional
Shares
Contracts in accumulation period:
Non-Qualified V (0.75)	2.383	$ 26.50	$ 63
Non-Qualified IX	72.057	23.95	1,726
	74.440		$ 1,789
Janus Aspen Series Flexible Bond Portfolio - Institutional
Shares
Contracts in accumulation period:
Non-Qualified V (0.75)	103.433	$ 28.12	$ 2,909
Janus Aspen Series Janus Portfolio - Institutional Shares
Contracts in accumulation period:
Non-Qualified IX	96.143	$ 17.95	$ 1,726
Janus Aspen Series Worldwide Portfolio - Institutional
Shares
Contracts in accumulation period:
Non-Qualified V (0.75)	55.355	$ 21.67	$ 1,200

158

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
Lord Abbett Series Fund - Mid-Cap Value Portfolio -
Class VC
Contracts in accumulation period:
Non-Qualified V	42,969.004	$ 11.07	$ 475,667
Non-Qualified V (0.75)	111,301.811	11.55	1,285,536
Non-Qualified IX	9,384.387	10.84	101,727
Non-Qualified XX	2,427.983	13.40	32,535
Non-Qualified XXIII	9,115.547	9.07	82,678
Non-Qualified XXIV	13,474.662	9.14	123,158
	188,673.394		$ 2,101,301
Oppenheimer Global Securities/VA
Contracts in accumulation period:
Non-Qualified V (0.75)	2,887.660	$ 21.52	$ 62,142
Oppenheimer Main Street Fund®/VA
Currently payable annuity contracts	31,462.356	$8.55 to $10.11	$ 288,194
Oppenheimer Main Street Small Cap Fund®/VA
Contracts in accumulation period:
Non-Qualified V	2,856.922	$ 10.81	$ 30,883
Non-Qualified V (0.75)	41,146.215	11.06	455,077
Non-Qualified IX	3,571.438	10.68	38,143
Non-Qualified XX	5,013.245	10.96	54,945
Non-Qualified XXIII	784.766	9.34	7,330
	53,372.586		$ 586,378
Oppenheimer MidCap Fund/VA
Currently payable annuity contracts	25,606.710	$7.20 to $9.05	$ 194,897
PIMCO Real Return Portfolio - Administrative Class
Contracts in accumulation period:
Non-Qualified V	59,767.724	$ 12.68	$ 757,855
Non-Qualified V (0.75)	603,609.695	13.04	7,871,070
Non-Qualified IX	2,400.938	12.50	30,012
Non-Qualified XX	110.278	12.90	1,423
Non-Qualified XXIII	4,912.800	10.54	51,781
	670,801.435		$ 8,712,141
Pioneer Emerging Markets VCT Portfolio - Class I
Contracts in accumulation period:
Non-Qualified V	49,325.632	$ 9.06	$ 446,890
Non-Qualified V (0.75)	228,958.025	9.18	2,101,835
Non-Qualified IX	2,368.479	9.00	21,316
Non-Qualified XII	15,623.743	9.17	143,270
Non-Qualified XX	7,532.082	9.13	68,768
Non-Qualified XXII	278.609	9.15	2,549
Non-Qualified XXIII	4,066.351	8.78	35,703
	308,152.921		$ 2,820,331

159

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
Pioneer High Yield VCT Portfolio - Class I
Contracts in accumulation period:
Non-Qualified V	12,878.699	$ 12.13	$ 156,219
Non-Qualified V (0.75)	28,793.010	12.48	359,337
Non-Qualified IX	2,382.738	11.96	28,498
Non-Qualified XXIII	633.408	10.70	6,777
	44,687.855		$ 550,831
Premier VIT OpCap Mid Cap Portfolio - Class I
Contracts in accumulation period:
Non-Qualified V	2,842.288	$ 7.73	$ 21,971
Non-Qualified V (0.75)	87,433.799	7.83	684,607
Non-Qualified XX	203.760	7.79	1,587
	90,479.847		$ 708,165
Wanger International
Contracts in accumulation period:
Non-Qualified V	10,527.241	$ 8.33	$ 87,692
Non-Qualified V (0.75)	144,515.736	8.44	1,219,713
Non-Qualified XII	4,417.113	8.43	37,236
Non-Qualified XX	6,779.973	8.39	56,884
Non-Qualified XXIII	1,270.571	9.36	11,893
	167,510.634		$ 1,413,418
Wanger Select
Contracts in accumulation period:
Non-Qualified V	24,692.663	$ 13.12	$ 323,968
Non-Qualified V (0.75)	184,110.100	13.50	2,485,486
Non-Qualified IX	1,005.009	12.94	13,005
Non-Qualified XX	952.338	13.35	12,714
Non-Qualified XXIII	1,079.055	9.46	10,208
	211,839.165		$ 2,845,381
Wanger USA
Contracts in accumulation period:
Non-Qualified V	3,977.893	$ 11.80	$ 46,939
Non-Qualified V (0.75)	25,891.002	12.13	314,058
Non-Qualified IX	5,502.597	11.63	63,995
Non-Qualified XXIII	792.549	9.45	7,490
	36,164.041		$ 432,482

Non-Qualified 1964

Individual Contracts issued from December 1, 1964 to March 14, 1967.

Non-Qualified V

Certain AetnaPlus Contracts issued in connection with deferred compensation plans
issued since August 28, 1992, and certain individual non-qualified Contracts.

160

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements

Non-Qualified V (0.75)

Subset of Non-Qualified V Contracts having a mortality and expense charge of 0.75%

Non-Qualified VI

Certain existing Contracts that were converted to ACES, an administrative system
(previously valued under Non-Qualified I).

Non-Qualified VII

Certain individual and group Contracts issued as non-qualified deferred annuity contracts
or Individual retirement annuity Contracts issued since May 4, 1994.

Non-Qualified VIII

Certain individual retirement annuity Contracts issued since May 1, 1998.

Non-Qualified IX

Group Aetna Plus Contracts assessing an administrative expense charge effective April 7,
1997 issued in connection with deferred compensation plans.

Non-Qualified X

Group AetnaPlus contracts containing contractual limits on fees, issued in connection
with deferred compensation plans and as individual non-qualified Contracts, resulting in
reduced daily charges for certain funding options effective May 29, 1997.

Non-Qualified XI

Certain Contracts, previously valued under Non-Qualified VI, containing contractual
limits on fees, resulting in reduced daily charges for certain funding options effective
May 29, 1997.

Non-Qualified XII

Certain individual retirement annuity contracts issued since March 1999.

Non-Qualified XIII

Certain individual retirement annuity Contracts issued since October 1, 1998.

161

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements

Non-Qualified XIV

Certain individual retirement annuity Contracts issued since September 1, 1998.

Non-Qualified XV

Certain individual retirement annuity Contracts issued since September 1, 1998.

Non-Qualified XVI

Certain individual retirement annuity Contracts issued since August 2000.

Non-Qualified XVIII

Certain individual retirement annuity Contracts issued since September 2000.

Non-Qualified XIX

Certain individual retirement annuity Contracts issued since August 2000.

Non-Qualified XX

Certain deferred compensation Contracts issued since December 2002.

Non-Qualified XXII

Certain AetnaPlus Contracts issued in conjunction with deferred compensation plans
issued since August 28, 1992, and certain individual non-qualified contracts having a
mortality and expense charge of 0.90%.

Non-Qualified XXIII

Certain contracts issued in connection with deferred compensation plans since July 2008
and having mortality and expense charge of 0.70%.

Non-Qualified XXIV

Certain contracts issued in connection with deferred compensation plans since June 2009
and having mortality and expense charge of 0.35%.

162

VARIABLE ANNUITY ACCOUNT B OF

ING LIFE INSURANCE AND ANNUITY COMPANY

Notes to Financial Statements

10. Financial Highlights

A summary of unit values, units outstanding and net assets for variable annuity Contracts, expense ratios, excluding expenses of
underlying Funds, investment income ratios, and total return for the years ended December 31, 2009, 2008, 2007, 2006 and 2005,
follows:

						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense RatioB			Total ReturnC
	(000's)	(lowest to highest)			(000's)	RatioA	(lowest to highest)			(lowest to highest)
AIM V.I. Capital Appreciation Fund - Series I Shares
2009	79	$7.61	to	$9.73	$648	0.68%	0.35%	to	1.50%	19.28%	to	20.72%
2008	76	$6.38	to	$8.13	$523	-	0.70%	to	1.50%	-43.39%	to	-42.94%
2007	77	$11.27	to	$14.32	$929	-	0.75%	to	1.50%	10.38%	to	11.18%
2006	99	$10.21	to	$12.95	$1,077	0.08%	0.75%	to	1.50%	4.94%	to	5.56%
2005	44	$9.92	to	$10.25	$448	-	0.75%	to	1.25%	7.59%	to	8.01%
AIM V.I. Core Equity Fund - Series I Shares
2009	155	$9.05	to	$14.54	$1,552	1.97%	0.35%	to	1.50%	26.40%	to	28.02%
2008	135	$7.16	to	$11.44	$1,084	2.41%	0.70%	to	1.50%	-31.15%	to	-30.63%
2007	132	$10.40	to	$16.53	$1,492	1.16%	0.75%	to	1.50%	6.45%	to	7.25%
2006	154	$9.77	to	$13.27	$1,623	0.72%	0.75%	to	1.50%	15.08%	to	15.90%
2005	101	$8.49	to	$8.93	$893	0.08%	0.75%	to	1.50%	3.66%	to	4.46%
Calvert Social Balanced Portfolio
2009	77	$9.31	to	$22.24	$1,241	1.99%	0.70%	to	1.50%	23.46%	to	24.32%
2008	100	$7.49	to	$17.89	$1,172	2.65%	0.70%	to	1.40%	-32.28%	to	-31.82%
2007	103	$13.66	to	$26.24	$1,766	2.22%	0.75%	to	1.40%	1.34%	to	1.98%
2006	130	$13.48	to	$25.73	$2,101	2.00%	0.75%	to	1.40%	7.24%	to	7.97%
2005	153	$12.57	to	$23.83	$2,190	1.77%	0.75%	to	1.40%	4.14%	to	4.84%
Federated Capital Income Fund II
2009	91	$14.18	to	$17.19	$1,537	6.01%	1.25%	to	1.40%	26.47%	to	26.72%
2008	112	$11.19	to	$13.57	$1,491	6.21%	1.25%	to	1.40%	-21.49%	to	-21.38%
2007	150	$14.24	to	$17.26	$2,537	5.27%	1.25%	to	1.40%	2.54%	to	2.74%
2006	184	$13.86	to	$16.80	$3,039	5.95%	1.25%	to	1.40%	14.09%	to	14.21%
2005	232	$12.14	to	$14.48	$3,367	5.79%	1.25%	to	1.40%	4.78%	to	5.02%

163

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense RatioB			Total ReturnC
	(000's)	(lowest to highest)			(000's)	RatioA	(lowest to highest)			(lowest to highest)
Federated Clover Value Fund II - Primary Shares
2009	385	$14.46	to	$20.27	$7,641	2.51%	1.25%	to	1.40%	13.11%	to	13.24%
2008	500	$12.77	to	$17.90	$8,770	1.93%	1.25%	to	1.40%	-34.72%	to	-34.60%
2007	649	$19.53	to	$27.37	$17,444	1.57%	1.25%	to	1.40%	-10.94%	to	-10.82%
2006	822	$21.90	to	$30.69	$24,783	1.52%	1.25%	to	1.40%	15.20%	to	15.38%
2005	1,104	$18.98	to	$26.19	$28,971	1.66%	1.25%	to	1.40%	3.56%	to	3.72%
Federated Equity Income Fund II
2009	167	$11.50	to	$13.32	$2,215	4.34%	1.25%	to	1.40%	13.65%	to	13.86%
2008	205	$10.10	to	$11.72	$2,394	3.90%	1.25%	to	1.40%	-31.42%	to	-31.34%
2007	275	$14.71	to	$17.09	$4,689	3.05%	1.25%	to	1.40%	0.65%	to	0.75%
2006	366	$14.60	to	$16.98	$6,196	2.25%	1.25%	to	1.40%	21.37%	to	21.67%
2005	473		$13.99		$6,708	2.27%		1.40%		1.89%
Federated Fund for U.S. Government Securities II
2009	88		$18.27		$1,615	5.04%		1.40%		3.69%
2008	109		$17.62		$1,916	5.00%		1.40%		2.86%
2007	124		$17.13		$2,125	4.43%		1.40%		4.77%
2006	146		$16.35		$2,385	4.88%		1.40%		2.70%
2005	259		$15.92		$4,124	4.54%		1.40%		0.57%
Federated High Income Bond Fund II - Primary
Shares
2009	197	$21.95	to	$22.43	$4,314	11.59%	1.25%	to	1.40%	50.76%	to	50.94%
2008	240	$14.56	to	$14.86	$3,488	10.54%	1.25%	to	1.40%	-27.05%	to	-26.91%
2007	280	$19.96	to	$20.33	$5,582	8.28%	1.25%	to	1.40%	1.99%	to	2.11%
2006	333	$19.57	to	$19.91	$6,523	8.64%	1.25%	to	1.40%	9.27%	to	9.46%
2005	413		$17.91		$7,437	9.23%		1.40%		1.19%
Federated International Equity Fund II
2009	99	$15.05	to	$16.46	$1,595	2.82%	1.25%	to	1.40%	39.27%	to	39.49%
2008	120	$10.79	to	$11.80	$1,384	0.65%	1.25%	to	1.40%	-46.51%	to	-46.37%
2007	164	$20.12	to	$22.01	$3,549	0.19%	1.25%	to	1.40%	8.05%	to	8.17%
2006	192	$18.60	to	$20.35	$3,845	0.21%	1.25%	to	1.40%	17.23%	to	17.43%
2005	252	$15.85	to	$17.06	$4,318	-	1.25%	to	1.40%	7.50%	to	7.75%

164

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense RatioB			Total ReturnC
	(000's)	(lowest to highest)			(000's)	RatioA	(lowest to highest)			(lowest to highest)
Federated Mid Cap Growth Strategies Fund II
2009	114		$21.22		$2,424	-		1.40%		28.84%
2008	154		$16.47		$2,540	-		1.40%		-44.30%
2007	207		$29.57		$6,114	-		1.40%		16.37%
2006	253		$25.41		$6,433	-		1.40%		6.72%
2005	358		$23.81		$8,518	-		1.40%		11.11%
Federated Prime Money Fund II
2009	111		$13.53		$1,502	0.49%		1.40%		-0.95%
2008	128		$13.66		$1,747	2.68%		1.40%		1.11%
2007	142		$13.51		$1,915	4.73%		1.40%		3.45%
2006	161		$13.06		$2,102	4.36%		1.40%		3.08%
2005	197		$12.67		$2,500	2.40%		1.40%		1.28%
Fidelity® VIP Equity-Income Portfolio - Initial Class
2009	4,136	$8.89	to	$22.81	$65,887	2.09%	0.35%	to	1.90%	27.71%	to	29.24%
2008	5,003	$6.88	to	$17.76	$61,149	2.21%	0.70%	to	1.90%	-43.73%	to	-43.06%
2007	6,848	$13.79	to	$31.42	$144,175	1.66%	0.75%	to	1.90%	-0.43%	to	75.00%
2006	9,118	$13.85	to	$31.39	$187,746	3.26%	0.75%	to	1.90%	17.97%	to	19.32%
2005	11,050	$11.74	to	$26.48	$191,800	1.68%	0.75%	to	1.90%	3.80%	to	5.06%
Fidelity® VIP Growth Portfolio - Initial Class
2009	563	$8.00	to	$16.83	$8,618	0.41%	0.35%	to	1.50%	26.33%	to	27.39%
2008	627	$6.28	to	$13.22	$7,951	0.81%	0.70%	to	1.50%	-47.95%	to	-47.56%
2007	696	$15.18	to	$25.21	$16,955	0.80%	0.75%	to	1.50%	25.09%	to	25.99%
2006	728	$12.05	to	$20.01	$14,214	0.65%	0.75%	to	1.50%	5.24%	to	6.10%
2005	6,697	$6.49	to	$24.43	$90,041	0.51%	0.75%	to	1.90%	3.84%	to	5.01%
Fidelity® VIP High Income Portfolio - Initial Class
2009	16	$11.28	to	$13.09	$192	10.73%	0.80%	to	1.25%	42.24%	to	42.90%
2008	8	$7.93	to	$9.16	$69	9.30%	0.80%	to	1.25%	-25.96%	to	-25.59%
2007	8	$10.71	to	$12.31	$103	5.52%	0.80%	to	1.25%	1.52%
2006	20	$10.55	to	$12.08	$223	0.24%	0.80%	to	1.25%	9.78%	to	10.42%
2005	3,628	$8.87	to	$13.08	$39,781	14.63%	0.95%	to	1.90%	0.70%	to	1.77%

165

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense RatioB			Total ReturnC
	(000's)	(lowest to highest)			(000's)	RatioA	(lowest to highest)			(lowest to highest)
Fidelity® VIP Overseas Portfolio - Initial Class
2009	324	$8.28	to	$17.84	$5,452	2.05%	0.35%	to	1.50%	24.67%	to	25.64%
2008	334	$6.59	to	$14.20	$4,584	2.41%	0.70%	to	1.50%	-44.65%	to	-44.23%
2007	409	$17.69	to	$25.46	$10,176	3.36%	0.75%	to	1.50%	15.53%	to	16.42%
2006	399	$15.20	to	$21.87	$8,523	1.26%	0.75%	to	1.50%	16.34%	to	17.20%
2005	808	$12.98	to	$19.38	$15,059	0.62%	0.75%	to	1.50%	17.27%	to	18.18%
Fidelity® VIP Contrafund® Portfolio - Initial Class
2009	6,028	$9.29	to	$30.73	$126,570	1.30%	0.35%	to	1.90%	33.10%	to	34.83%
2008	6,970	$6.89	to	$22.97	$109,547	0.91%	0.70%	to	1.90%	-43.57%	to	-42.94%
2007	9,132	$12.72	to	$40.52	$241,923	0.86%	0.75%	to	1.90%	15.37%	to	16.73%
2006	11,979	$10.91	to	$34.95	$267,443	1.27%	0.75%	to	1.90%	9.56%	to	10.88%
2005	14,205	$11.82	to	$31.73	$286,196	0.28%	0.75%	to	1.90%	14.76%	to	16.07%
Fidelity® VIP Index 500 Portfolio - Initial Class
2009	1,111	$17.84	to	$21.07	$22,865	2.33%	1.25%	to	1.40%	24.82%	to	25.02%
2008	1,317	$14.27	to	$16.88	$21,722	2.06%	1.25%	to	1.40%	-37.87%	to	-37.77%
2007	1,559	$22.93	to	$27.17	$41,388	3.60%	1.25%	to	1.40%	3.98%	to	4.09%
2006	1,948	$22.03	to	$26.13	$49,643	1.82%	1.25%	to	1.40%	14.10%	to	14.32%
2005	2,538	$19.27	to	$22.90	$56,445	1.88%	1.25%	to	1.40%	3.34%	to	3.49%
Fidelity® VIP Investment Grade Bond Portfolio -
Initial Class
2009	48		$19.22		$914	8.83%		1.40%		14.13%
2008	52		$16.84		$876	4.19%		1.40%		-4.64%
2007	61		$17.66		$1,079	4.37%		1.40%		2.91%
2006	71		$17.16		$1,210	4.63%		1.40%		2.88%
2005	105	$16.40	to	$16.68	$1,759	3.82%	1.25%	to	1.40%	0.79%	to	0.92%
Franklin Small Cap Value Securities Fund - Class 2
2009	223	$9.03	to	$15.49	$3,377	1.54%	0.70%	to	1.50%	27.21%	to	28.27%
2008	230	$7.04	to	$12.08	$2,729	1.32%	0.70%	to	1.50%	-34.01%	to	-33.52%
2007	236	$17.32	to	$18.17	$4,263	0.74%	0.75%	to	1.50%	-3.83%	to	-3.14%
2006	267	$18.01	to	$18.76	$4,969	0.65%	0.75%	to	1.50%	15.30%	to	16.09%
2005	278	$15.62	to	$16.16	$4,461	0.61%	0.75%	to	1.50%	7.13%	to	8.02%

166

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense RatioB			Total ReturnC
	(000's)	(lowest to highest)			(000's)	RatioA	(lowest to highest)			(lowest to highest)
ING Balanced Portfolio - Class I
2009	3,901	$9.00	to	$34.05	$80,515	4.40%	0.35%	to	2.25%	16.58%	to	18.98%
2008	4,677	$7.72	to	$28.83	$81,353	3.74%	0.70%	to	2.25%	-29.69%	to	-28.64%
2007	6,094	$10.98	to	$40.47	$145,449	2.69%	0.75%	to	2.25%	3.20%	to	4.78%
2006	7,358	$10.64	to	$38.70	$165,989	2.39%	0.75%	to	2.25%	7.47%	to	9.16%
2005	6,847	$10.08	to	$27.78	$174,465	2.33%	0.75%	to	1.90%	2.34%	to	3.50%
ING Intermediate Bond Portfolio - Class I
2009	5,981	$10.40	to	$83.24	$104,817	6.58%	0.35%	to	2.25%	9.09%	to	11.25%
2008	6,247	$9.39	to	$75.43	$100,529	5.89%	0.70%	to	2.25%	-10.54%	to	-9.18%
2007	5,709	$10.77	to	$83.34	$105,197	3.54%	0.75%	to	2.25%	3.67%	to	5.26%
2006	6,657	$10.25	to	$79.47	$115,703	3.76%	0.75%	to	2.25%	1.75%	to	3.26%
2005	7,208	$11.62	to	$20.25	$130,583	3.70%	0.75%	to	1.90%	1.18%	to	2.38%
ING American Funds Growth Portfolio
2009	1,327	$10.43	to	$11.09	$14,407	1.85%	0.95%	to	1.90%	35.98%	to	43.28%
2008	1,593	$7.67	to	$7.98	$12,540	0.80%	0.95%	to	1.90%	-45.33%	to	-44.81%
2007	1,968	$14.03	to	$14.46	$28,095	0.26%	0.95%	to	1.90%	5.55%	to	10.72%
2006	2,461	$12.80	to	$13.33	$31,969	0.17%	0.95%	to	1.90%	7.65%	to	8.56%
2005	1,596	$11.89	to	$12.03	$20,435	-	0.95%	to	1.90%	13.35%	to	14.57%
ING American Funds Growth-Income Portfolio
2009	1,262	$9.58	to	$10.06	$12,494	2.25%	0.95%	to	1.90%	28.07%	to	29.31%
2008	1,488	$7.48	to	$7.78	$11,419	1.40%	0.95%	to	1.90%	-41.41%	to	-38.79%
2007	1,948	$12.33	to	$12.92	$24,551	0.99%	0.95%	to	1.90%	2.49%	to	3.50%
2006	2,517	$12.03	to	$12.53	$30,744	0.73%	0.95%	to	1.90%	12.43%	to	13.49%
2005	1,896	$10.70	to	$10.82	$22,150	0.42%	0.95%	to	1.90%	3.28%	to	4.34%
ING American Funds International Portfolio
2009	1,173	$13.47	to	$14.28	$16,435	3.43%	0.95%	to	1.90%	39.59%	to	46.31%
2008	1,357	$9.65	to	$10.04	$13,434	1.78%	0.95%	to	1.90%	-45.38%	to	-43.02%
2007	1,687	$17.09	to	$17.87	$29,453	0.89%	0.95%	to	1.90%	17.14%	to	18.33%
2006	2,095	$14.59	to	$15.16	$30,978	0.86%	0.95%	to	1.90%	16.07%	to	17.15%
2005	2,168	$12.57	to	$12.71	$27,749	0.53%	0.95%	to	1.90%	18.70%	to	19.79%

167

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense RatioB			Total ReturnC
	(000's)	(lowest to highest)			(000's)	RatioA	(lowest to highest)			(lowest to highest)
ING Artio Foreign Portfolio - Service Class
2009	664	$7.88	to	$13.28	$7,153	3.47%	0.70%	to	1.90%	17.89%	to 19.39%
2008	802	$6.60	to	$11.13	$7,156	-	0.70%	to	1.90%	-44.69%	to -44.04%
2007	1,022	$12.33	to	$19.89	$15,744	0.09%	0.75%	to	1.90%	14.27%	to 15.57%
2006	1,083	$10.79	to	$17.21	$13,881	-	0.75%	to	1.90%	27.57%	to 28.24%
2005	163	$13.31	to	$13.42	$2,191	0.08%	0.75%	to	1.25%	14.51%
ING BlackRock Large Cap Growth Portfolio -
Institutional Class
2009	3,166	$7.47	to	$9.35	$24,319	0.58%	0.35%	to	1.90%	28.13%	to 29.79%
2008	3,602	$5.83	to	$7.15	$21,426	0.20%	0.70%	to	1.90%	-40.14%	to -39.43%
2007	4,435	$9.74	to	$10.45	$43,667	(c)	0.75%	to	1.90%		(c)
2006	(c)		(c)		(c)	(c)		(c)			(c)
2005	(c)		(c)		(c)	(c)		(c)			(c)
ING Clarion Global Real Estate Portfolio - Institutional
Class
2009	192	$8.82	to	$8.91	$1,713	2.00%	0.75%	to	1.50%	31.84%	to 32.79%
2008	162	$6.69	to	$6.71	$1,087	(d)	0.75%	to	1.50%		(d)
2007	(d)		(d)		(d)	(d)		(d)			(d)
2006	(d)		(d)		(d)	(d)		(d)			(d)
2005	(d)		(d)		(d)	(d)		(d)			(d)
ING Clarion Global Real Estate Portfolio - Service
Class
2009	117	$9.31	to	$9.65	$1,118	2.38%	0.95%	to	1.90%	30.94%	to 32.19%
2008	124	$7.11	to	$7.30	$902	-	0.95%	to	1.90%	-42.43%	to -41.83%
2007	192	$12.35	to	$12.55	$2,393	3.72%	0.95%	to	1.90%	-9.06%	to -8.19%
2006	148	$13.58	to	$13.67	$2,017	(b)	0.95%	to	1.90%		(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)
ING Clarion Real Estate Portfolio - Service Class
2009	188	$8.07	to	$8.68	$1,553	3.21%	0.70%	to	1.50%	33.83%	to 34.99%
2008	173	$6.03	to	$6.43	$1,064	1.48%	0.70%	to	1.50%	-39.40%	to -38.93%
2007	149	$9.95	to	$10.07	$1,504	2.63%	0.75%	to	1.50%	-18.97%	to -18.40%
2006	88	$11.88	to	$12.34	$1,079	(b)	0.75%	to	1.50%		(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)

168

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense RatioB			Total ReturnC
	(000's)	(lowest to highest)			(000's)	RatioA	(lowest to highest)			(lowest to highest)
ING Evergreen Health Sciences Portfolio - Service
Class
2009	25	$11.29	to	$11.55	$283	-	0.75%	to	1.25%	18.59%	to	19.20%
2008	69	$9.52	to	$9.69	$666	0.16%	0.75%	to	1.25%	-29.53%	to	-29.22%
2007	41	$13.51	to	$13.69	$556	0.18%	0.75%	to	1.25%	7.22%	to	7.71%
2006	44	$12.60	to	$12.71	$562	-	0.75%	to	1.25%	12.40%	to	13.08%
2005	45	$11.21	to	$11.24	$505	(a)	0.75%	to	1.25%		(a)
ING Evergreen Omega Portfolio - Institutional Class
2009	707	$11.82	to	$13.45	$8,990	0.49%	0.95%	to	1.90%	39.98%	to	41.43%
2008	773	$8.40	to	$9.51	$6,965	0.51%	0.95%	to	1.90%	-28.73%	to	-28.01%
2007	947	$11.72	to	$13.21	$11,913	0.33%	0.95%	to	1.90%	9.80%	to	10.82%
2006	1,258	$10.62	to	$11.92	$14,399	-	0.95%	to	1.90%	3.90%	to	4.93%
2005	1,492	$10.17	to	$11.36	$17,454	(a)	0.95%	to	1.90%		(a)
ING FMRSM Diversified Mid Cap Portfolio -
Institutional Class
2009	1,736	$9.06	to	$9.39	$16,149	0.67%	0.95%	to	1.90%	36.86%	to	38.29%
2008	2,013	$6.62	to	$6.79	$13,578	1.14%	0.95%	to	1.90%	-40.14%	to	-39.59%
2007	2,569	$11.06	to	$11.27	$28,743	0.26%	0.95%	to	1.90%	12.63%	to	13.65%
2006	2,932	$9.82	to	$9.94	$28,943	(b)	0.95%	to	1.90%		(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)
ING FMRSM Diversified Mid Cap Portfolio -
Service Class
2009	100	$9.25	to	$12.49	$1,237	0.49%	0.70%	to	1.50%	37.05%	to	38.16%
2008	91	$8.80	to	$9.04	$815	0.77%	0.75%	to	1.50%	-40.05%	to	-39.61%
2007	84	$14.68	to	$14.97	$1,256	0.07%	0.75%	to	1.50%	12.84%	to	13.58%
2006	125	$13.01	to	$13.18	$1,644	-	0.75%	to	1.50%	10.58%	to	11.13%
2005	30	$11.82	to	$11.86	$356	(a)	0.75%	to	1.25%		(a)
ING Franklin Income Portfolio - Service Class
2009	454	$9.85	to	$10.21	$4,595	6.29%	0.95%	to	1.90%	29.43%	to	30.73%
2008	450	$7.61	to	$7.81	$3,482	3.07%	0.95%	to	1.90%	-30.57%	to	-29.89%
2007	628	$10.96	to	$11.14	$6,948	1.10%	0.95%	to	1.90%	0.64%	to	1.64%
2006	395	$10.89	to	$10.96	$4,316	(b)	0.95%	to	1.90%		(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)

169

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense RatioB			Total ReturnC
	(000's)	(lowest to highest)			(000's)	RatioA	(lowest to highest)			(lowest to highest)
ING Franklin Mutual Shares Portfolio - Service Class
2009	257	$8.97	to	$9.21	$2,349	0.14%	0.95%	to	1.90%	24.07%	to	25.31%
2008	258	$7.23	to	$7.35	$1,885	3.00%	0.95%	to	1.90%	-38.99%	to	-38.34%
2007	307	$11.85	to	$11.92	$3,654	(c)	0.95%	to	1.90%		(c)
2006	(c)		(c)		(c)	(c)		(c)			(c)
2005	(c)		(c)		(c)	(c)		(c)			(c)
ING Global Resources Portfolio - Service Class
2009	819	$8.46	to	$11.18	$8,735	0.31%	0.70%	to	1.90%	34.85%	to	36.45%
2008	791	$6.20	to	$8.25	$6,198	2.14%	0.70%	to	1.90%	-42.07%	to	-41.43%
2007	827	$12.93	to	$14.18	$11,102	0.02%	0.75%	to	1.90%	30.74%	to	31.93%
2006	162	$9.89	to	$9.96	$1,610	(b)	0.95%	to	1.90%		(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)
ING Janus Contrarian Portfolio - Service Class
2009	186	$7.15	to	$7.24	$1,347	0.94%	0.75%	to	1.50%	34.71%	to	35.33%
2008	26	$5.33	to	$5.35	$139	(d)	0.75%	to	1.25%		(d)
2007	(d)		(d)		(d)	(d)		(d)			(d)
2006	(d)		(d)		(d)	(d)		(d)			(d)
2005	(d)		(d)		(d)	(d)		(d)			(d)
ING JPMorgan Emerging Markets Equity Portfolio -
Institutional Class
2009	422	$12.49	to	$16.58	$6,191	1.49%	0.95%	to	1.90%	68.78%	to	70.26%
2008	378	$7.40	to	$9.76	$3,328	2.42%	0.95%	to	1.90%	-52.10%	to	-51.59%
2007	548	$15.45	to	$20.23	$9,890	1.13%	0.95%	to	1.90%	36.12%	to	37.48%
2006	319	$11.35	to	$14.76	$4,487	0.62%	0.95%	to	1.90%	34.28%	to	34.55%
2005	110		$10.97		$1,210	(a)	1.25%	to	1.40%		(a)
ING JPMorgan Emerging Markets Equity Portfolio -
Service Class
2009	403	$10.01	to	$20.52	$8,208	1.21%	0.70%	to	1.50%	69.03%	to	70.53%
2008	349	$5.87	to	$12.05	$4,184	2.52%	0.70%	to	1.50%	-52.01%	to	-51.65%
2007	415	$24.42	to	$24.92	$10,312	0.96%	0.75%	to	1.50%	36.42%	to	37.45%
2006	349	$17.90	to	$18.13	$6,325	0.56%	0.75%	to	1.50%	33.78%	to	34.80%
2005	195	$13.38	to	$13.45	$2,620	(a)	0.75%	to	1.50%		(a)

170

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense RatioB			Total ReturnC
	(000's)	(lowest to highest)			(000's)	RatioA	(lowest to highest)			(lowest to highest)
ING JPMorgan Small Cap Core Equity Portfolio -
Institutional Class
2009	178	$10.86	to	$11.36	$2,000	0.71%	0.95%	to	1.90%	24.97%	to	26.22%
2008	215	$8.69	to	$9.00	$1,919	0.72%	0.95%	to	1.90%	-30.98%	to	-30.34%
2007	327	$12.59	to	$12.92	$4,187	0.32%	0.95%	to	1.90%	-3.45%	to	-2.49%
2006	524	$13.04	to	$13.25	$6,901	0.08%	0.95%	to	1.90%	14.79%	to	15.82%
2005	803	$11.36	to	$11.44	$9,171	(a)	0.95%	to	1.90%		(a)
ING JPMorgan Small Cap Core Equity Portfolio -
Service Class
2009	13	$9.31	to	$11.25	$143	-	0.70%	to	1.25%	25.74%	to	26.40%
2008	11	$7.37	to	$8.90	$102	0.81%	0.70%	to	1.25%	-30.80%	to	-30.47%
2007	11	$12.63	to	$12.80	$145	0.40%	0.75%	to	1.25%	-2.92%	to	-2.44%
2006	27	$13.01	to	$13.12	$358	-	0.75%	to	1.25%	15.80%
2005	1		$11.33		$16	(a)		0.75%			(a)
ING Lord Abbett Affiliated Portfolio - Institutional
Class
2009	382	$8.14	to	$9.04	$3,183	0.83%	0.70%	to	1.50%	17.29%	to	18.17%
2008	568	$6.94	to	$7.65	$4,020	3.22%	0.70%	to	1.50%	-37.31%	to	-36.84%
2007	628	$11.07	to	$11.21	$7,030	0.06%	0.75%	to	1.50%	3.06%	to	3.51%
2006	4	$10.79	to	$10.83	$45	(b)	0.75%	to	1.25%		(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)
ING Lord Abbett Affiliated Portfolio - Service Class
2009	61	$8.10	to	$8.25	$500	0.63%	0.95%	to	1.45%	17.05%	to	17.69%
2008	66	$6.86	to	$7.01	$458	2.41%	0.95%	to	1.75%	-37.75%	to	-37.24%
2007	86	$11.02	to	$11.17	$955	1.58%	0.95%	to	1.75%	2.32%	to	3.23%
2006	99	$10.75	to	$10.82	$1,071	(b)	0.95%	to	1.90%		(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)
ING Marsico Growth Portfolio - Service Class
2009	164	$8.38	to	$10.23	$1,595	0.90%	0.70%	to	1.75%	26.78%	to	28.07%
2008	173	$6.61	to	$7.99	$1,285	0.58%	0.70%	to	1.75%	-41.40%	to	-40.73%
2007	171	$11.25	to	$13.48	$2,142	-	0.75%	to	1.90%	11.94%	to	13.28%
2006	83	$10.05	to	$11.90	$918	-	0.75%	to	1.90%	3.60%	to	4.20%
2005	18	$11.39	to	$11.42	$210	(a)	0.75%	to	1.25%		(a)

171

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense RatioB			Total ReturnC
	(000's)	(lowest to highest)			(000's)	RatioA	(lowest to highest)			(lowest to highest)
ING Marsico International Opportunities Portfolio -
Service Class
2009	488	$8.23	to	$12.57	$5,429	1.23%	0.70%	to	1.75%	35.17%	to	36.71%
2008	627	$6.02	to	$9.21	$5,138	1.03%	0.70%	to	1.90%	-50.48%	to	-49.86%
2007	822	$12.70	to	$18.37	$13,733	1.00%	0.75%	to	1.90%	18.26%	to	19.67%
2006	952	$10.69	to	$15.35	$13,618	0.03%	0.75%	to	1.90%	21.75%	to	23.10%
2005	677	$12.37	to	$12.47	$8,410	(a)	0.75%	to	1.90%		(a)
ING MFS Total Return Portfolio - Institutional Class
2009	4,367	$10.35	to	$10.83	$46,669	2.54%	0.95%	to	1.90%	15.90%	to	17.08%
2008	5,335	$8.93	to	$9.25	$48,840	5.92%	0.95%	to	1.90%	-23.61%	to	-22.92%
2007	7,812	$11.69	to	$12.00	$92,899	3.07%	0.95%	to	1.90%	2.27%	to	3.27%
2006	10,701	$11.43	to	$11.62	$123,605	2.62%	0.95%	to	1.90%	10.01%	to	11.09%
2005	13,910	$10.39	to	$10.46	$145,082	(a)	0.95%	to	1.90%		(a)
ING MFS Total Return Portfolio - Service Class
2009	98	$9.87	to	$13.20	$1,288	2.46%	0.70%	to	1.50%	16.16%	to	17.08%
2008	103	$8.43	to	$11.28	$1,153	6.12%	0.70%	to	1.50%	-23.51%	to	-22.90%
2007	111	$14.29	to	$14.72	$1,623	2.99%	0.75%	to	1.50%	2.44%	to	3.25%
2006	118	$13.92	to	$14.37	$1,658	2.36%	0.75%	to	1.50%	10.28%	to	11.07%
2005	187	$12.59	to	$13.03	$2,374	2.65%	0.75%	to	1.50%	1.40%	to	2.16%
ING MFS Utilities Portfolio - Service Class
2009	148	$9.18	to	$15.31	$2,238	5.00%	0.70%	to	1.50%	30.80%	to	31.90%
2008	187	$6.96	to	$11.62	$2,161	3.26%	0.70%	to	1.50%	-38.65%	to	-38.16%
2007	219	$18.42	to	$18.79	$4,096	0.87%	0.75%	to	1.50%	25.48%	to	26.45%
2006	81	$14.68	to	$14.86	$1,201	0.06%	0.75%	to	1.50%	28.88%	to	29.78%
2005	41	$11.39	to	$11.45	$469	(a)	0.75%	to	1.50%		(a)
ING PIMCO High Yield Portfolio - Service Class
2009	347	$11.87	to	$13.24	$4,530	8.35%	0.70%	to	1.50%	47.37%	to	48.38%
2008	199	$8.00	to	$8.93	$1,748	8.39%	0.70%	to	1.40%	-23.67%	to	-23.08%
2007	248	$10.75	to	$11.61	$2,850	6.50%	0.75%	to	1.40%	1.42%	to	2.11%
2006	346	$10.55	to	$11.37	$3,918	6.45%	0.75%	to	1.50%	7.42%	to	8.08%
2005	284	$10.48	to	$10.54	$2,987	(a)	0.75%	to	1.40%		(a)

172

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense RatioB			Total ReturnC
	(000's)	(lowest to highest)			(000's)	RatioA	(lowest to highest)			(lowest to highest)
ING Pioneer Equity Income Portfolio - Institutional
Class
2009	418	$6.93	to	$8.69	$3,102	-	0.35%	to	1.50%	10.88%	to 11.95%
2008	592	$6.25	to	$7.70	$3,765	2.84%	0.70%	to	1.50%	-31.09%	to -30.69%
2007	686	$9.07	to	$9.19	$6,290	(c)	0.75%	to	1.50%		(c)
2006	(c)		(c)		(c)	(c)		(c)			(c)
2005	(c)		(c)		(c)	(c)		(c)			(c)
ING Pioneer Fund Portfolio - Institutional Class
2009	1,085	$8.92	to	$10.66	$11,381	1.38%	0.75%	to	2.25%	21.75%	to 23.51%
2008	1,190	$7.26	to	$8.64	$10,140	3.23%	0.75%	to	2.25%	-36.00%	to -34.98%
2007	1,663	$11.18	to	$13.33	$21,812	1.25%	0.75%	to	2.25%	2.97%	to 4.52%
2006	2,078	$10.78	to	$12.77	$26,316	-	0.75%	to	2.25%	14.47%	to 15.88%
2005	2,096	$10.95	to	$11.02	$27,255	(a)	0.95%	to	1.90%		(a)
ING Pioneer Mid Cap Value Portfolio - Institutional
Class
2009	284	$9.00	to	$9.29	$2,620	1.39%	0.70%	to	1.50%	23.63%	to 24.53%
2008	328	$7.28	to	$7.46	$2,428	2.07%	0.70%	to	1.50%	-33.94%	to -33.42%
2007	337	$11.02	to	$11.16	$3,758	0.11%	0.75%	to	1.50%	4.99%
2006	3		$10.63		$36	(b)		0.75%			(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)
ING Pioneer Mid Cap Value Portfolio - Service Class
2009	82	$8.81	to	$9.08	$737	1.11%	0.95%	to	1.75%	23.04%	to 24.04%
2008	96	$7.14	to	$7.32	$700	1.54%	0.95%	to	1.90%	-34.38%	to -33.76%
2007	113	$10.88	to	$11.05	$1,247	0.88%	0.95%	to	1.90%	3.61%	to 4.44%
2006	33	$10.52	to	$10.58	$344	(b)	0.95%	to	1.75%		(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)
ING Retirement Growth Portfolio - Adviser Class
2009	600	$9.36	to	$9.38	$5,625	(e)	0.95%	to	1.90%		(e)
2008	(e)		(e)		(e)	(e)		(e)			(e)
2007	(e)		(e)		(e)	(e)		(e)			(e)
2006	(e)		(e)		(e)	(e)		(e)			(e)
2005	(e)		(e)		(e)	(e)		(e)			(e)

173

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense RatioB			Total ReturnC
	(000's)	(lowest to highest)			(000's)	RatioA	(lowest to highest)			(lowest to highest)
ING Retirement Moderate Growth Portfolio -
Adviser Class
2009	795	$9.62	to	$9.64	$7,664	(e)	0.95%	to	1.75%		(e)
2008	(e)		(e)		(e)	(e)		(e)			(e)
2007	(e)		(e)		(e)	(e)		(e)			(e)
2006	(e)		(e)		(e)	(e)		(e)			(e)
2005	(e)		(e)		(e)	(e)		(e)			(e)
ING Retirement Moderate Portfolio - Adviser Class
2009	915	$9.85	to	$9.87	$9,028	(e)	0.95%	to	1.90%		(e)
2008	(e)		(e)		(e)	(e)		(e)			(e)
2007	(e)		(e)		(e)	(e)		(e)			(e)
2006	(e)		(e)		(e)	(e)		(e)			(e)
2005	(e)		(e)		(e)	(e)		(e)			(e)
ING T. Rowe Price Capital Appreciation Portfolio -
Service Class
2009	901	$10.05	to	$12.31	$11,020	1.94%	0.70%	to	1.50%	31.27%	to 32.41%
2008	861	$7.59	to	$9.30	$7,963	4.70%	0.70%	to	1.50%	-28.63%	to -28.07%
2007	700	$12.68	to	$12.93	$9,010	1.88%	0.75%	to	1.50%	2.84%	to 3.61%
2006	466	$12.33	to	$12.48	$5,804	1.29%	0.75%	to	1.50%	13.27%	to 13.76%
2005	80	$10.93	to	$10.97	$878	(a)	0.75%	to	1.25%		(a)
ING T. Rowe Price Equity Income Portfolio - Service
Class
2009	509	$8.60	to	$13.92	$6,057	1.78%	0.70%	to	1.90%	22.51%	to 23.99%
2008	476	$7.02	to	$11.30	$4,389	4.20%	0.75%	to	1.90%	-36.93%	to -36.15%
2007	486	$11.13	to	$17.84	$7,362	1.39%	0.75%	to	1.90%	1.09%	to 2.30%
2006	419	$11.01	to	$17.57	$6,350	1.24%	0.75%	to	1.90%	17.29%	to 18.16%
2005	333	$14.18	to	$14.98	$4,775	1.58%	0.75%	to	1.50%	2.39%	to 3.16%
ING Templeton Global Growth Portfolio - Service
Class
2009	56	$8.54	to	$8.85	$489	2.16%	0.95%	to	1.90%	29.79%	to 30.92%
2008	66	$6.58	to	$6.76	$438	1.06%	0.95%	to	1.90%	-40.88%	to -40.23%
2007	113	$11.13	to	$11.31	$1,268	1.33%	0.95%	to	1.90%	0.45%	to 1.43%
2006	62	$11.08	to	$11.15	$692	(b)	0.95%	to	1.90%		(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)

174

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense RatioB			Total ReturnC
	(000's)	(lowest to highest)			(000's)	RatioA	(lowest to highest)			(lowest to highest)
ING Van Kampen Growth and Income Portfolio -
Service Class
2009	81	$9.58	to	$10.75	$865	1.18%	0.70%	to	1.50%	22.12%	to	23.14%
2008	96	$7.78	to	$8.74	$835	3.84%	0.70%	to	1.50%	-33.23%	to	-32.72%
2007	92	$12.73	to	$12.99	$1,195	1.42%	0.75%	to	1.50%	1.03%	to	1.80%
2006	116	$12.60	to	$12.76	$1,476	1.35%	0.75%	to	1.50%	14.34%	to	15.16%
2005	121	$11.02	to	$11.08	$1,341	(a)	0.75%	to	1.50%		(a)
ING Wells Fargo Small Cap Disciplined Portfolio -
Service Class
2009	37	$8.32	to	$8.69	$316	0.91%	0.75%	to	1.75%	27.80%	to	29.12%
2008	19	$6.51	to	$6.73	$123	0.91%	0.75%	to	1.75%	-33.98%	to	-33.23%
2007	32	$9.86	to	$10.08	$318	-	0.75%	to	1.75%	-5.37%	to	-4.45%
2006	36	$10.42	to	$10.55	$374	(b)	0.75%	to	1.75%		(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)
ING Money Market Portfolio - Class I
2009	10,475	$10.02	to	$16.35	$140,358	0.30%	0.35%	to	1.90%	-1.56%	to	0.10%
2008	15,397	$10.06	to	$16.42	$207,378	5.24%	0.70%	to	1.90%	0.65%	to	1.92%
2007	15,622	$10.59	to	$16.11	$204,844	4.10%	0.75%	to	1.90%	3.14%	to	4.34%
2006	18,036	$10.17	to	$15.44	$224,967	2.87%	0.75%	to	2.25%	2.49%	to	4.11%
2005	17,339	$10.21	to	$14.83	$214,217	1.08%	0.75%	to	1.90%	1.09%	to	2.21%
ING American Century Small-Mid Cap Value
Portfolio - Service Class
2009	91	$10.69	to	$17.22	$1,309	1.75%	0.35%	to	1.25%	34.10%	to	34.63%
2008	106	$10.76	to	$12.82	$1,200	0.69%	0.75%	to	1.50%	-27.69%	to	-27.11%
2007	89	$14.88	to	$17.62	$1,399	0.39%	0.75%	to	1.50%	-4.31%	to	-3.60%
2006	102	$15.55	to	$18.32	$1,650	0.01%	0.75%	to	1.50%	13.67%	to	14.58%
2005	107	$13.68	to	$16.02	$1,511	0.24%	0.75%	to	1.50%	6.29%	to	7.08%
ING Baron Asset Portfolio - Service Class
2009	40	$8.38	to	$9.11	$338	-	0.70%	to	1.25%	32.59%	to	33.38%
2008	42	$6.32	to	$6.83	$266	-	0.70%	to	1.25%	-41.75%	to	-41.50%
2007	63	$10.85	to	$10.94	$688	-	0.75%	to	1.25%	7.53%	to	8.10%
2006	1	$10.09	to	$10.12	$7	(b)	0.75%	to	1.25%		(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)

175

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense RatioB			Total ReturnC
	(000's)	(lowest to highest)			(000's)	RatioA	(lowest to highest)			(lowest to highest)
ING Baron Small Cap Growth Portfolio - Service
Class
2009	267	$8.00	to	$16.13	$3,335	-	0.70%	to	1.90%	32.67%	to	34.28%
2008	298	$6.03	to	$12.04	$2,765	-	0.70%	to	1.90%	-42.35%	to	-41.71%
2007	329	$10.46	to	$20.69	$5,233	-	0.75%	to	1.90%	4.08%	to	5.32%
2006	541	$10.05	to	$19.69	$7,061	-	0.75%	to	1.90%	13.49%	to	14.40%
2005	248	$15.20	to	$17.25	$3,883	-	0.75%	to	1.50%	5.78%	to	6.55%
ING Columbia Small Cap Value Portfolio - Service
Class
2009	80	$8.05	to	$8.36	$663	1.26%	0.75%	to	1.75%	22.53%	to	23.85%
2008	114	$6.54	to	$6.75	$761	0.08%	0.75%	to	1.90%	-35.38%	to	-34.59%
2007	164	$10.12	to	$10.32	$1,676	0.08%	0.75%	to	1.90%	1.00%	to	2.18%
2006	327	$10.02	to	$10.10	$3,294	(b)	0.75%	to	1.90%		(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)
ING Davis New York Venture Portfolio - Service Class
2009	260	$8.63	to	$12.92	$2,481	0.65%	0.70%	to	1.75%	29.39%	to	30.76%
2008	285	$6.65	to	$9.91	$2,118	0.76%	0.70%	to	1.90%	-40.36%	to	-39.73%
2007	274	$11.15	to	$13.92	$3,386	0.26%	0.75%	to	1.90%	2.20%	to	3.42%
2006	173	$10.91	to	$15.96	$2,083	-	0.75%	to	1.90%	12.11%	to	13.01%
2005	83	$11.31	to	$14.15	$982	-	0.75%	to	1.50%	2.35%	to	3.12%
ING JPMorgan Mid Cap Value Portfolio - Service Class
2009	138	$9.40	to	$16.52	$1,764	1.21%	0.35%	to	1.50%	23.86%	to	24.83%
2008	129	$7.53	to	$13.27	$1,530	1.91%	0.70%	to	1.50%	-34.07%	to	-33.54%
2007	165	$17.23	to	$20.01	$2,982	0.52%	0.75%	to	1.50%	0.82%	to	1.58%
2006	156	$17.09	to	$19.74	$2,766	-	0.75%	to	1.50%	14.78%	to	15.69%
2005	137	$14.89	to	$17.10	$2,101	0.28%	0.75%	to	1.50%	6.89%	to	7.67%
ING Legg Mason Partners Aggressive Growth
Portfolio - Initial Class
2009	1,808	$4.57	to	$13.96	$18,675	-	0.35%	to	1.90%	29.83%	to	31.40%
2008	2,073	$3.52	to	$10.63	$16,298	-	0.70%	to	1.90%	-40.34%	to	-39.64%
2007	2,545	$5.90	to	$17.61	$32,332	-	0.75%	to	1.90%	-3.44%	to	-2.34%
2006	3,252	$6.11	to	$18.04	$42,509	-	0.75%	to	1.90%	8.14%	to	9.47%
2005	3,880	$5.65	to	$16.48	$48,357	-	0.75%	to	1.90%	9.28%	to	10.60%

176

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense RatioB			Total ReturnC
	(000's)	(lowest to highest)			(000's)	RatioA	(lowest to highest)			(lowest to highest)
ING Oppenheimer Global Portfolio - Initial Class
2009	7,725	$9.70	to	$12.14	$91,664	2.37%	0.35%	to	1.90%	36.95%	to	38.57%
2008	8,892	$7.00	to	$8.78	$76,622	2.27%	0.70%	to	1.90%	-41.47%	to	-40.72%
2007	10,904	$12.18	to	$14.86	$159,447	1.08%	0.75%	to	1.90%	4.48%	to	5.77%
2006	13,690	$13.51	to	$14.07	$190,280	0.07%	0.75%	to	1.90%	15.80%	to	17.09%
2005	15,774	$11.62	to	$12.04	$193,562	(a)	0.75%	to	1.90%		(a)
ING Oppenheimer Strategic Income Portfolio - Initial
Class
2009	3,753	$10.05	to	$11.92	$43,730	3.79%	0.35%	to	2.25%	18.91%	to	20.74%
2008	4,539	$8.33	to	$9.88	$44,027	5.46%	0.70%	to	2.25%	-17.39%	to	-16.18%
2007	5,739	$11.33	to	$11.79	$66,638	4.56%	0.75%	to	2.25%	6.29%	to	7.95%
2006	6,500	$10.54	to	$10.93	$70,286	0.38%	0.75%	to	2.25%	6.07%	to	7.66%
2005	7,202	$9.99	to	$10.13	$75,516	(a)	0.75%	to	1.90%		(a)
ING Oppenheimer Strategic Income Portfolio -
Service Class
2009	9		$11.47		$108	6.45%		1.25%		19.85%
2008	2		$9.57		$16	5.56%		1.25%		-16.85%
2007	2		$11.51		$20	9.52%		1.25%		7.27%
2006	-		$10.73		$1	(b)		1.25%			(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)
ING PIMCO Total Return Portfolio - Service Class
2009	1,003	$11.14	to	$14.46	$14,338	3.27%	0.70%	to	1.50%	10.98%	to	11.85%
2008	776	$9.96	to	$12.94	$9,940	4.66%	0.70%	to	1.50%	-1.68%	to	-0.92%
2007	620	$12.51	to	$13.06	$8,027	3.35%	0.75%	to	1.50%	7.75%	to	8.56%
2006	563	$11.61	to	$12.03	$6,721	1.62%	0.75%	to	1.50%	2.47%	to	3.26%
2005	492	$11.31	to	$11.65	$5,693	1.55%	0.75%	to	1.50%	0.53%	to	1.30%
ING Pioneer High Yield Portfolio - Initial Class
2009	1,614	$11.84	to	$12.99	$19,385	7.84%	0.75%	to	1.90%	63.99%	to	65.90%
2008	1,746	$7.22	to	$7.83	$12,668	7.56%	0.75%	to	1.90%	-30.23%	to	-29.96%
2007	32	$11.08	to	$11.18	$355	23.40%	0.75%	to	1.25%	4.73%	to	5.37%
2006	2	$10.58	to	$10.61	$21	(b)	0.75%	to	1.25%		(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)

177

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense RatioB			Total ReturnC
	(000's)	(lowest to highest)			(000's)	RatioA	(lowest to highest)			(lowest to highest)
ING Solution 2015 Portfolio - Service Class
2009	311	$9.62	to	$10.78	$3,305	3.95%	0.70%	to	1.50%	20.49%	to	21.46%
2008	280	$7.92	to	$8.88	$2,423	2.37%	0.70%	to	1.50%	-27.94%	to	-27.39%
2007	119	$11.99	to	$12.23	$1,452	0.58%	0.75%	to	1.50%	3.01%	to	3.82%
2006	82	$11.64	to	$11.78	$959	0.27%	0.75%	to	1.50%	9.36%	to	9.89%
2005	6	$10.68	to	$10.72	$68	(a)	0.75%	to	1.25%		(a)
ING Solution 2025 Portfolio - Service Class
2009	204	$9.28	to	$10.41	$2,009	3.22%	0.35%	to	1.50%	24.18%	to	24.90%
2008	186	$7.43	to	$8.34	$1,467	1.08%	0.70%	to	1.25%	-34.64%	to	-34.33%
2007	191	$12.53	to	$12.70	$2,417	0.43%	0.75%	to	1.25%	3.30%	to	3.84%
2006	70	$12.13	to	$12.23	$853	0.23%	0.75%	to	1.25%	11.18%	to	11.79%
2005	11	$10.91	to	$10.94	$125	(a)	0.75%	to	1.25%		(a)
ING Solution 2035 Portfolio - Service Class
2009	239	$9.18	to	$10.47	$2,339	2.94%	0.35%	to	1.25%	26.77%	to	27.50%
2008	157	$7.20	to	$8.22	$1,196	1.34%	0.70%	to	1.25%	-37.78%	to	-37.49%
2007	125	$12.97	to	$13.15	$1,630	0.58%	0.75%	to	1.25%	4.01%	to	4.53%
2006	36	$12.47	to	$12.58	$453	0.11%	0.75%	to	1.25%	12.65%
2005	-		$11.07		$3	(a)		1.25%			(a)
ING Solution 2045 Portfolio - Service Class
2009	122	$8.96	to	$10.44	$1,200	2.34%	0.35%	to	1.50%	28.18%	to	28.92%
2008	99	$6.95	to	$8.10	$764	1.03%	0.70%	to	1.25%	-40.58%	to	-40.27%
2007	102	$13.38	to	$13.56	$1,381	0.36%	0.75%	to	1.25%	4.45%	to	4.95%
2006	21	$12.81	to	$12.92	$272	0.05%	0.75%	to	1.25%	13.66%
2005	-		$11.27		$3	(a)		1.25%			(a)
ING Solution Income Portfolio - Service Class
2009	131	$10.09	to	$11.07	$1,436	5.89%	0.70%	to	1.25%	16.28%	to	16.38%
2008	144	$8.67	to	$9.52	$1,349	1.53%	0.70%	to	0.75%	-17.29%
2007	110	$11.35	to	$11.51	$1,264	1.20%	0.75%	to	1.25%	3.94%	to	4.45%
2006	37	$10.92	to	$11.02	$408	0.18%	0.75%	to	1.25%	6.02%
2005	13		$10.30		$138	(a)		1.25%			(a)

178

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense RatioB			Total ReturnC
	(000's)	(lowest to highest)			(000's)	RatioA	(lowest to highest)			(lowest to highest)
ING T. Rowe Price Diversified Mid Cap Growth
Portfolio - Initial Class
2009	3,724	$9.16	to	$11.62	$42,125	0.42%	0.35%	to	1.90%	43.73%	to	45.43%
2008	4,178	$6.30	to	$8.01	$32,650	0.46%	0.70%	to	1.90%	-44.27%	to	-43.58%
2007	4,927	$12.59	to	$14.23	$68,707	0.19%	0.75%	to	1.90%	11.23%	to	12.51%
2006	6,287	$11.90	to	$12.67	$78,292	-	0.75%	to	1.90%	7.04%	to	8.35%
2005	7,857	$11.07	to	$11.73	$90,830	(a)	0.75%	to	1.90%		(a)
ING T. Rowe Price Growth Equity Portfolio - Initial
Class
2009	1,461	$9.42	to	$26.18	$31,789	0.16%	0.35%	to	1.50%	40.87%	to	41.88%
2008	1,613	$6.64	to	$18.58	$25,211	1.34%	0.70%	to	1.50%	-43.09%	to	-42.62%
2007	1,963	$12.35	to	$32.60	$53,823	0.49%	0.75%	to	1.50%	8.25%	to	9.05%
2006	2,343	$12.35	to	$30.09	$60,240	0.23%	0.75%	to	1.50%	11.65%	to	12.44%
2005	2,307	$13.30	to	$26.93	$64,310	0.49%	0.75%	to	1.50%	4.59%	to	5.39%
ING Templeton Foreign Equity Portfolio - Initial Class
2009	2,572	$8.07	to	$9.17	$21,070	-	0.35%	to	1.90%	29.74%	to	31.31%
2008	2,911	$6.22	to	$6.93	$18,241	(d)	0.70%	to	1.90%		(d)
2007	(d)		(d)		(d)	(d)		(d)			(d)
2006	(d)		(d)		(d)	(d)		(d)			(d)
2005	(d)		(d)		(d)	(d)		(d)			(d)
ING Thornburg Value Portfolio - Initial Class
2009	1,201	$6.24	to	$29.51	$17,350	1.13%	0.70%	to	1.90%	42.02%	to	43.73%
2008	1,334	$4.39	to	$20.54	$13,421	0.52%	0.70%	to	1.90%	-40.92%	to	-40.20%
2007	1,750	$7.43	to	$34.35	$27,434	0.48%	0.75%	to	1.90%	5.24%	to	6.45%
2006	2,035	$7.06	to	$32.27	$28,919	0.47%	0.75%	to	1.90%	14.61%	to	15.95%
2005	2,322	$6.16	to	$27.83	$30,602	0.78%	0.75%	to	1.90%	-0.32%	to	0.80%
ING UBS U.S. Large Cap Equity Portfolio - Initial
Class
2009	1,402	$6.28	to	$14.68	$16,616	1.39%	0.70%	to	1.90%	29.22%	to	30.74%
2008	1,676	$4.86	to	$11.23	$15,297	2.38%	0.70%	to	1.90%	-40.95%	to	-40.20%
2007	2,083	$8.23	to	$18.78	$30,926	0.72%	0.75%	to	1.90%	-0.72%	to	0.43%
2006	2,519	$8.29	to	$18.70	$36,982	0.79%	0.75%	to	1.90%	12.33%	to	13.68%
2005	3,105	$7.38	to	$16.45	$40,268	0.88%	0.75%	to	1.90%	7.27%	to	8.51%

179

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense RatioB			Total ReturnC
	(000's)	(lowest to highest)			(000's)	RatioA	(lowest to highest)			(lowest to highest)
ING Van Kampen Comstock Portfolio - Service Class
2009	90	$9.45	to	$13.06	$1,025	1.84%	0.70%	to	1.50%	26.58%	to	27.53%
2008	153	$7.41	to	$10.26	$1,370	3.71%	0.70%	to	1.50%	-37.39%	to	-36.94%
2007	180	$13.64	to	$16.31	$2,568	1.24%	0.75%	to	1.50%	-3.74%	to	-3.00%
2006	221	$14.17	to	$16.85	$3,248	0.66%	0.75%	to	1.50%	14.09%	to	14.99%
2005	252	$12.42	to	$14.68	$3,224	0.60%	0.75%	to	1.50%	1.97%	to	2.74%
ING Van Kampen Equity and Income Portfolio -
Initial Class
2009	5,882	$10.22	to	$11.52	$66,795	1.79%	0.35%	to	1.90%	20.33%	to	21.86%
2008	7,182	$8.39	to	$9.48	$67,293	4.97%	0.70%	to	1.90%	-24.82%	to	-23.94%
2007	9,133	$12.07	to	$12.49	$112,954	2.44%	0.75%	to	1.90%	1.59%	to	2.83%
2006	11,772	$11.84	to	$12.18	$142,375	1.91%	0.75%	to	1.90%	10.52%	to	11.84%
2005	13,462	$10.66	to	$10.91	$146,295	(a)	0.75%	to	1.90%		(a)
ING Strategic Allocation Conservative Portfolio -
Class I
2009	544	$9.71	to	$18.12	$8,694	7.99%	0.70%	to	1.50%	16.09%	to	16.99%
2008	600	$8.30	to	$15.49	$8,278	4.46%	0.70%	to	1.50%	-24.71%	to	-24.14%
2007	712	$17.01	to	$20.42	$13,112	3.40%	0.75%	to	1.50%	4.23%	to	4.99%
2006	802	$16.28	to	$19.45	$14,115	2.69%	0.75%	to	1.50%	6.77%	to	7.58%
2005	795	$15.95	to	$18.08	$16,483	1.95%	0.75%	to	1.50%	2.31%	to	3.08%
ING Strategic Allocation Growth Portfolio - Class I
2009	574	$8.39	to	$18.07	$8,694	9.92%	0.35%	to	2.25%	22.48%	to	24.86%
2008	711	$6.85	to	$14.54	$8,438	2.39%	0.70%	to	2.25%	-37.50%	to	-36.53%
2007	716	$10.96	to	$22.91	$14,104	1.78%	0.75%	to	2.25%	2.62%	to	4.28%
2006	800	$10.68	to	$21.97	$15,119	1.35%	0.75%	to	2.25%	10.67%	to	12.32%
2005	633	$16.45	to	$19.56	$14,815	1.22%	0.75%	to	1.50%	4.65%	to	5.39%
ING Strategic Allocation Moderate Portfolio - Class I
2009	673	$9.08	to	$17.98	$10,045	8.73%	0.35%	to	2.25%	19.16%	to	21.48%
2008	770	$7.62	to	$14.87	$9,608	3.23%	0.70%	to	2.25%	-32.02%	to	-31.00%
2007	893	$11.21	to	$21.55	$16,300	2.24%	0.75%	to	2.25%	3.13%	to	4.71%
2006	1,165	$10.87	to	$20.58	$20,258	1.93%	0.75%	to	2.25%	8.70%	to	10.35%
2005	953	$12.95	to	$18.65	$21,319	1.57%	0.75%	to	1.50%	3.15%	to	3.90%

180

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense RatioB			Total ReturnC
	(000's)	(lowest to highest)			(000's)	RatioA	(lowest to highest)			(lowest to highest)
ING Growth and Income Portfolio - Class I
2009	11,088	$6.57	to	$258.97	$215,519	1.43%	0.35%	to	2.25%	27.33%	to	29.89%
2008	11,849	$5.16	to	$200.72	$186,679	1.48%	0.70%	to	2.25%	-39.08%	to	-38.10%
2007	12,365	$8.47	to	$324.86	$339,189	1.33%	0.75%	to	2.25%	5.09%	to	6.62%
2006	14,714	$8.06	to	$305.35	$372,591	1.14%	0.75%	to	2.25%	11.63%	to	13.32%
2005	15,346	$7.36	to	$231.60	$383,782	0.99%	0.75%	to	1.90%	6.05%	to	7.34%
ING GET U.S. Core Portfolio - Series 5
2009	139	$10.25	to	$10.72	$1,481	3.54%	1.45%	to	2.25%	-0.58%	to	0.19%
2008	159	$10.31	to	$10.70	$1,685	1.67%	1.45%	to	2.25%	-9.48%	to	-8.70%
2007	206	$11.32	to	$11.72	$2,393	1.73%	1.45%	to	2.40%	-0.35%	to	0.69%
2006	284	$11.36	to	$11.64	$3,282	1.93%	1.45%	to	2.40%	8.60%	to	9.60%
2005	374	$10.46	to	$10.62	$3,957	0.98%	1.45%	to	2.40%	0.19%	to	1.14%
ING GET U.S. Core Portfolio - Series 6
2009	1,792	$10.04	to	$10.48	$18,495	2.06%	1.45%	to	2.25%	-0.59%	to	0.19%
2008	2,171	$10.10	to	$10.46	$22,445	1.88%	1.45%	to	2.25%	-8.27%	to	-7.52%
2007	2,779	$10.96	to	$11.31	$31,137	2.38%	1.45%	to	2.40%	0.83%	to	1.80%
2006	3,851	$10.87	to	$11.11	$42,523	2.61%	1.45%	to	2.40%	7.84%	to	8.81%
2005	6,780	$10.08	to	$10.21	$68,984	0.38%	1.45%	to	2.40%	0.20%	to	1.19%
ING GET U.S. Core Portfolio - Series 7
2009	1,035	$9.98	to	$10.40	$10,586	2.28%	1.45%	to	2.25%	-1.29%	to	-0.48%
2008	1,220	$10.11	to	$10.45	$12,593	2.00%	1.45%	to	2.25%	-7.16%	to	-6.36%
2007	1,751	$10.84	to	$11.16	$19,355	2.47%	1.45%	to	2.40%	0.84%	to	1.73%
2006	2,664	$10.75	to	$10.97	$29,018	2.50%	1.45%	to	2.40%	7.61%	to	8.72%
2005	4,298	$9.99	to	$10.09	$43,222	0.06%	1.45%	to	2.40%	-0.10%	to	0.90%
ING GET U.S. Core Portfolio - Series 8
2009	842	$10.18	to	$10.43	$8,683	2.16%	1.45%	to	1.95%	-0.10%	to	0.38%
2008	1,061	$10.02	to	$10.39	$10,922	1.90%	1.45%	to	2.40%	-8.74%	to	-7.81%
2007	1,361	$10.98	to	$11.27	$15,240	1.97%	1.45%	to	2.40%	1.10%	to	2.08%
2006	2,552	$10.86	to	$11.04	$28,056	1.80%	1.45%	to	2.40%	8.06%	to	9.09%
2005	3,197	$10.05	to	$10.12	$32,287	(a)	1.45%	to	2.40%		(a)

181

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense RatioB			Total ReturnC
	(000's)	(lowest to highest)			(000's)	RatioA	(lowest to highest)			(lowest to highest)
ING GET U.S. Core Portfolio - Series 9
2009	686	$10.01	to	$10.38	$7,044	2.23%	1.45%	to	2.25%	-0.69%	to	0.10%
2008	791	$10.08	to	$10.37	$8,130	2.08%	1.45%	to	2.25%	-7.35%	to	-6.58%
2007	1,076	$10.88	to	$11.10	$11,868	2.53%	1.45%	to	2.25%	1.59%	to	2.49%
2006	1,856	$10.71	to	$10.83	$20,035	1.29%	1.45%	to	2.25%	7.64%	to	8.52%
2005	2,337	$9.94	to	$10.00	$23,302	(a)	1.45%	to	2.40%		(a)
ING GET U.S. Core Portfolio - Series 10
2009	473	$9.98	to	$10.20	$4,779	2.65%	1.45%	to	1.95%	-2.82%	to	-2.30%
2008	630	$10.17	to	$10.44	$6,522	2.65%	1.45%	to	2.25%	-6.01%	to	-5.26%
2007	909	$10.82	to	$11.02	$9,950	2.31%	1.45%	to	2.25%	1.22%	to	2.04%
2006	1,672	$10.69	to	$10.80	$18,001	0.75%	1.45%	to	2.25%	7.33%	to	8.22%
2005	2,176	$9.96	to	$10.00	$21,698	(a)	1.45%	to	2.40%		(a)
ING GET U.S. Core Portfolio - Series 11
2009	586	$10.04	to	$10.38	$6,024	3.90%	1.45%	to	2.25%	-3.00%	to	-2.17%
2008	772	$10.30	to	$10.61	$8,130	2.27%	1.45%	to	2.40%	-1.90%	to	-0.93%
2007	1,072	$10.50	to	$10.71	$11,430	3.86%	1.45%	to	2.40%	-0.38%	to	0.56%
2006	1,783	$10.54	to	$10.65	$18,897	0.11%	1.45%	to	2.40%	5.29%	to	6.29%
2005	2,425	$10.01	to	$10.02	$24,279	(a)	0.95%	to	1.90%		(a)
ING GET U.S. Core Portfolio - Series 12
2009	1,522	$9.96	to	$10.33	$15,586	3.10%	1.45%	to	2.40%	-2.92%	to	-2.09%
2008	1,946	$10.26	to	$10.55	$20,401	1.62%	1.45%	to	2.40%	-8.47%	to	-7.54%
2007	3,718	$11.21	to	$11.41	$42,061	1.30%	1.45%	to	2.40%	0.54%	to	1.51%
2006	4,373	$11.15	to	$11.24	$48,943	(b)	1.45%	to	2.40%		(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)
ING GET U.S. Core Portfolio - Series 13
2009	1,430	$9.89	to	$10.18	$14,452	3.52%	1.45%	to	2.25%	-4.26%	to	-3.42%
2008	1,853	$10.33	to	$10.54	$19,436	2.20%	1.45%	to	2.25%	0.10%	to	0.86%
2007	3,214	$10.30	to	$10.45	$33,324	0.61%	1.45%	to	2.40%	2.39%	to	3.36%
2006	4,416	$10.06	to	$10.11	$44,505	(b)	1.45%	to	2.40%		(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)

182

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense RatioB			Total ReturnC
	(000's)	(lowest to highest)			(000's)	RatioA	(lowest to highest)			(lowest to highest)
ING GET U.S. Core Portfolio - Series 14
2009	1,241	$9.91	to	$10.20	$12,578	3.96%	1.45%	to	2.40%	-3.22%	to	-2.30%
2008	2,041	$10.24	to	$10.44	$21,091	1.89%	1.45%	to	2.40%	0.59%	to	1.56%
2007	2,501	$10.18	to	$10.28	$25,572	-	1.45%	to	2.40%	2.50%	to	2.80%
2006	9		$10.00		$85	(b)	0.95%	to	1.25%		(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)
ING BlackRock Science and Technology Opportunities
Portfolio - Class I
2009	1,248	$4.33	to	$14.96	$5,656	-	0.70%	to	1.90%	49.83%	to	51.79%
2008	1,247	$2.88	to	$9.89	$3,743	-	0.70%	to	1.90%	-40.97%	to	-40.27%
2007	1,830	$4.86	to	$16.58	$9,192	-	0.75%	to	1.90%	16.82%	to	18.20%
2006	1,911	$4.14	to	$14.07	$8,139	-	0.75%	to	1.90%	5.24%	to	6.60%
2005	2,617	$3.92	to	$13.24	$10,507	-	0.75%	to	1.90%	9.56%	to	10.87%
ING Index Plus LargeCap Portfolio - Class I
2009	7,031	$7.02	to	$18.26	$84,361	3.02%	0.35%	to	2.25%	20.43%	to	22.96%
2008	8,508	$5.80	to	$14.93	$79,909	2.29%	0.70%	to	2.25%	-38.56%	to	-37.69%
2007	10,284	$9.42	to	$23.96	$155,324	1.17%	0.75%	to	2.25%	2.70%	to	4.22%
2006	9,664	$9.15	to	$22.99	$152,360	1.09%	0.75%	to	2.25%	11.99%	to	13.70%
2005	9,069	$8.14	to	$20.22	$161,314	1.24%	0.75%	to	1.90%	3.43%	to	4.62%
ING Index Plus MidCap Portfolio - Class I
2009	494	$8.96	to	$20.51	$9,299	1.60%	0.35%	to	1.50%	29.77%	to	31.44%
2008	527	$6.85	to	$15.69	$7,814	1.43%	0.70%	to	1.50%	-38.51%	to	-38.02%
2007	606	$11.44	to	$25.34	$14,668	0.80%	0.75%	to	1.50%	3.90%	to	4.68%
2006	724	$10.94	to	$24.21	$16,714	0.62%	0.75%	to	1.50%	7.81%	to	8.63%
2005	859	$16.06	to	$22.30	$18,302	0.44%	0.75%	to	1.50%	9.52%	to	10.34%
ING Index Plus SmallCap Portfolio - Class I
2009	293	$9.03	to	$14.96	$3,939	1.73%	0.35%	to	1.50%	22.91%	to	24.49%
2008	313	$7.28	to	$12.08	$3,465	0.94%	0.70%	to	1.50%	-34.53%	to	-34.09%
2007	375	$15.87	to	$18.33	$6,359	0.46%	0.75%	to	1.50%	-7.63%	to	-6.92%
2006	480	$11.11	to	$19.70	$8,727	0.41%	0.75%	to	1.50%	12.07%	to	13.00%
2005	614	$15.33	to	$17.45	$9,917	0.31%	0.75%	to	1.50%	6.09%	to	6.79%

183

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense RatioB			Total ReturnC
	(000's)	(lowest to highest)			(000's)	RatioA	(lowest to highest)			(lowest to highest)
ING International Index Portfolio - Class I
2009	989	$7.44	to	$14.01	$11,857	-	0.70%	to	1.90%	25.89%	to 26.77%
2008	36	$5.91	to	$5.94	$211	(d)	0.75%	to	1.50%		(d)
2007	(d)		(d)		(d)	(d)		(d)			(d)
2006	(d)		(d)		(d)	(d)		(d)			(d)
2005	(d)		(d)		(d)	(d)		(d)			(d)
ING International Index Portfolio - Class S
2009	3		$12.72		$42	(e)		1.25%			(e)
2008	(e)		(e)		(e)	(e)		(e)			(e)
2007	(e)		(e)		(e)	(e)		(e)			(e)
2006	(e)		(e)		(e)	(e)		(e)			(e)
2005	(e)		(e)		(e)	(e)		(e)			(e)
ING Opportunistic Large Cap Portfolio - Class I
2009	943	$8.75	to	$17.08	$13,488	1.61%	0.35%	to	1.90%	13.37%	to 14.84%
2008	334	$7.66	to	$14.95	$4,682	2.09%	0.70%	to	1.50%	-36.59%	to -36.08%
2007	398	$15.20	to	$23.39	$8,809	1.74%	0.75%	to	1.50%	1.50%	to 2.23%
2006	531	$11.05	to	$22.88	$11,521	1.42%	0.75%	to	1.50%	14.29%	to 15.15%
2005	684	$12.96	to	$19.87	$12,906	1.88%	0.75%	to	1.50%	5.44%	to 6.20%
ING Russell™ Large Cap Growth Index Portfolio -
Class I
2009	2,458	$11.71	to	$12.73	$28,908	(e)	0.75%	to	1.90%		(e)
2008	(e)		(e)		(e)	(e)		(e)			(e)
2007	(e)		(e)		(e)	(e)		(e)			(e)
2006	(e)		(e)		(e)	(e)		(e)			(e)
2005	(e)		(e)		(e)	(e)		(e)			(e)
ING Russell™ Large Cap Index Portfolio - Class I
2009	1,651	$8.06	to	$12.93	$20,115	-	0.70%	to	2.25%	22.17%	to 22.71%
2008	96	$6.63	to	$6.65	$641	(d)	0.75%	to	1.25%		(d)
2007	(d)		(d)		(d)	(d)		(d)			(d)
2006	(d)		(d)		(d)	(d)		(d)			(d)
2005	(d)		(d)		(d)	(d)		(d)			(d)

184

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense RatioB			Total ReturnC
	(000's)	(lowest to highest)			(000's)	RatioA	(lowest to highest)			(lowest to highest)
ING Russell™ Large Cap Value Index Portfolio -
Class I
2009	812	$12.47	to	$12.56	$10,184	(e)	0.95%	to	1.90%	(e)
2008	(e)		(e)		(e)	(e)		(e)		(e)
2007	(e)		(e)		(e)	(e)		(e)		(e)
2006	(e)		(e)		(e)	(e)		(e)		(e)
2005	(e)		(e)		(e)	(e)		(e)		(e)
ING Russell™ Large Cap Value Index Portfolio -
Class S
2009	125	$12.51	to	$12.52	$1,568	(e)	1.25%	to	1.40%	(e)
2008	(e)		(e)		(e)	(e)		(e)		(e)
2007	(e)		(e)		(e)	(e)		(e)		(e)
2006	(e)		(e)		(e)	(e)		(e)		(e)
2005	(e)		(e)		(e)	(e)		(e)		(e)
ING Russell™ Mid Cap Growth Index Portfolio -
Class S
2009	8	$12.80	to	$12.86	$101	(e)	0.75%	to	1.50%	(e)
2008	(e)		(e)		(e)	(e)		(e)		(e)
2007	(e)		(e)		(e)	(e)		(e)		(e)
2006	(e)		(e)		(e)	(e)		(e)		(e)
2005	(e)		(e)		(e)	(e)		(e)		(e)
ING Russell™ Mid Cap Index Portfolio - Class I
2009	19	$8.18	to	$8.25	$159	-	0.75%	to	1.25%	39.12%
2008	5		$5.93		$29	(d)		0.75%		(d)
2007	(d)		(d)		(d)	(d)		(d)		(d)
2006	(d)		(d)		(d)	(d)		(d)		(d)
2005	(d)		(d)		(d)	(d)		(d)		(d)
ING Russell™ Small Cap Index Portfolio - Class I
2009	14	$8.69	to	$8.76	$123	-	0.75%	to	1.25%	25.68%
2008	5		$6.97		$35	(d)		0.75%		(d)
2007	(d)		(d)		(d)	(d)		(d)		(d)
2006	(d)		(d)		(d)	(d)		(d)		(d)
2005	(d)		(d)		(d)	(d)		(d)		(d)

185

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense RatioB			Total ReturnC
	(000's)	(lowest to highest)			(000's)	RatioA	(lowest to highest)			(lowest to highest)
ING Small Company Portfolio - Class I
2009	1,495	$9.21	to	$26.63	$30,900	0.62%	0.35%	to	1.90%	25.16%	to	27.30%
2008	1,717	$7.27	to	$21.03	$27,869	1.10%	0.70%	to	1.90%	-32.37%	to	-31.57%
2007	2,343	$13.38	to	$30.74	$53,080	0.20%	0.75%	to	1.90%	3.91%	to	5.13%
2006	3,127	$13.29	to	$29.24	$68,006	0.41%	0.75%	to	1.90%	14.57%	to	15.93%
2005	3,533	$11.60	to	$25.23	$72,337	0.14%	0.75%	to	1.90%	8.21%	to	9.46%
ING U.S. Bond Index Portfolio - Class I
2009	63	$10.65	to	$10.94	$675	3.37%	0.70%	to	1.25%	4.51%	to	5.09%
2008	9	$10.19	to	$10.22	$96	(d)	0.75%	to	1.25%		(d)
2007	(d)		(d)		(d)	(d)		(d)			(d)
2006	(d)		(d)		(d)	(d)		(d)			(d)
2005	(d)		(d)		(d)	(d)		(d)			(d)
ING International Value Portfolio - Class I
2009	248	$8.41	to	$14.75	$3,320	1.39%	0.70%	to	1.50%	25.32%	to	26.28%
2008	338	$6.66	to	$11.71	$3,607	2.63%	0.70%	to	1.50%	-43.61%	to	-43.17%
2007	345	$18.07	to	$20.65	$6,503	1.89%	0.75%	to	1.50%	11.75%	to	12.58%
2006	401	$16.17	to	$18.38	$6,725	2.18%	0.75%	to	1.50%	27.52%	to	28.53%
2005	304	$12.68	to	$14.33	$3,967	2.79%	0.75%	to	1.50%	7.82%	to	8.62%
ING MidCap Opportunities Portfolio - Class I
2009	40	$9.75	to	$13.30	$523	0.20%	0.70%	to	1.25%	39.80%	to	40.49%
2008	54	$6.94	to	$9.47	$498	-	0.70%	to	1.25%	-38.42%	to	-38.10%
2007	56	$14.81	to	$15.30	$860	-	0.75%	to	1.25%	24.14%	to	24.80%
2006	34	$11.93	to	$12.26	$411	-	0.75%	to	1.25%	6.42%	to	7.00%
2005	33	$11.21	to	$11.46	$379	-	0.75%	to	1.25%	9.05%	to	9.56%
ING MidCap Opportunities Portfolio - Class S
2009	264	$10.61	to	$11.53	$2,989	0.11%	0.95%	to	1.90%	38.33%	to	39.59%
2008	336	$7.67	to	$8.26	$2,720	-	0.95%	to	1.90%	-38.88%	to	-38.27%
2007	533	$12.55	to	$13.38	$6,959	-	0.95%	to	1.90%	23.04%	to	24.23%
2006	742	$10.20	to	$10.77	$7,822	-	0.95%	to	1.90%	5.59%	to	6.63%
2005	1,074	$9.66	to	$10.10	$10,674	-	0.95%	to	1.90%	8.05%	to	9.07%

186

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense RatioB			Total ReturnC
	(000's)	(lowest to highest)			(000's)	RatioA	(lowest to highest)			(lowest to highest)
ING SmallCap Opportunities Portfolio - Class I
2009	38	$8.09	to	$14.14	$320	-	0.70%	to	1.25%	29.44%	to	30.13%
2008	67	$6.25	to	$10.89	$522	-	0.70%	to	1.25%	-35.30%	to	-34.97%
2007	41	$9.66	to	$16.79	$410	-	0.75%	to	1.25%	8.66%	to	9.31%
2006	26	$8.89	to	$15.40	$241	-	0.75%	to	1.25%	11.12%	to	11.61%
2005	11	$8.00	to	$13.81	$88	-	0.75%	to	1.25%	7.82%	to	8.34%
ING SmallCap Opportunities Portfolio - Class S
2009	264	$7.21	to	$7.74	$2,004	-	0.95%	to	1.75%	28.52%	to	29.43%
2008	320	$5.55	to	$5.98	$1,876	-	0.95%	to	1.90%	-35.84%	to	-35.14%
2007	465	$8.65	to	$9.22	$4,184	-	0.95%	to	1.90%	7.72%	to	8.73%
2006	629	$8.03	to	$8.48	$5,223	-	0.95%	to	1.90%	10.30%	to	11.29%
2005	810	$7.28	to	$7.62	$6,065	-	0.95%	to	1.90%	6.74%	to	7.78%
Janus Aspen Series Balanced Portfolio - Institutional
Shares
2009	-		$35.54		$13	6.90%		0.75%		24.92%
2008	1		$28.45		$16	-		0.75%		-16.45%
2007	1		$34.05		$23	4.55%		0.75%		9.70%
2006	1		$31.04		$21	2.16%		0.75%		9.88%
2005	1		$28.25		$19	-		0.75%		7.17%
Janus Aspen Series Enterprise Portfolio - Institutional
Shares
2009	-	$23.95	to	$26.50	$2	-	0.75%	to	1.50%	42.64%	to	43.79%
2008	-	$16.79	to	$18.43	$1	-	0.75%	to	1.50%	-44.55%	to	-44.15%
2007	-	$30.28	to	$33.00	$8	-	0.75%	to	1.50%	20.21%	to	21.10%
2006	-	$25.19	to	$27.25	$7	-	0.75%	to	1.50%	11.96%	to	12.79%
2005	-	$22.50	to	$24.16	$6	-	0.75%	to	1.50%	10.62%	to	11.44%
Janus Aspen Series Flexible Bond Portfolio -
Institutional Shares
2009	-		$28.12		$3	-		0.75%		12.35%
2008	-		$25.03		$3	-		0.75%		5.26%
2007	1		$23.78		$12	8.33%		0.75%		6.21%
2006	1		$22.39		$12	4.88%		0.75%		3.47%
2005	1		$21.64		$11	-		0.75%		1.22%

187

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense RatioB			Total ReturnC
	(000's)	(lowest to highest)			(000's)	RatioA	(lowest to highest)			(lowest to highest)
Janus Aspen Series Janus Portfolio - Institutional
Shares
2009	-		$17.95		$2	-		1.50%		34.36%
2008	-	$13.36	to	$14.67	$5	-	0.75%	to	1.50%	-40.62%	to -40.20%
2007	-	$22.50	to	$24.53	$9	-	0.75%	to	1.50%	13.35%	to 14.25%
2006	-	$19.85	to	$21.47	$8	0.49%	0.75%	to	1.50%	9.73%	to 10.56%
2005	-	$18.09	to	$19.42	$7	-	0.75%	to	1.50%	2.73%	to 3.52%
Janus Aspen Series Worldwide Portfolio - Institutional
Shares
2009	-		$21.67		$1	-		0.75%		36.63%
2008	-		$15.86		$2	-		0.75%		-45.06%
2007	-		$28.87		$8	-		0.75%		8.82%
2006	-		$26.53		$7	1.72%		0.75%		17.29%
2005	-		$22.62		$6	-		0.75%		5.11%
Lord Abbett Series Fund - Mid-Cap Value Portfolio -
Class VC
2009	189	$9.07	to	$13.40	$2,101	0.44%	0.35%	to	1.50%	24.74%	to 26.24%
2008	222	$7.21	to	$10.69	$2,000	1.17%	0.70%	to	1.50%	-40.23%	to -39.78%
2007	274	$14.54	to	$17.79	$4,141	0.43%	0.75%	to	1.50%	-0.95%	to -0.20%
2006	306	$11.47	to	$17.86	$4,642	0.42%	0.75%	to	1.50%	10.54%	to 11.36%
2005	434	$13.28	to	$16.06	$5,924	0.52%	0.75%	to	1.50%	6.67%	to 7.43%
Oppenheimer Global Securities/VA
2009	3		$21.52		$62	1.83%		0.75%		38.75%
2008	3		$15.51		$47	1.53%		0.75%		-40.64%
2007	3		$26.13		$84	1.20%		0.75%		5.53%
2006	3		$24.76		$83	0.98%		0.75%		16.79%
2005	3		$21.20		$72	2.12%		0.75%		13.49%
Oppenheimer Main Street Fund®/VA
2009	31	$8.55	to	$10.11	$288	1.84%	0.80%	to	1.25%	26.67%	to 27.33%
2008	35	$6.75	to	$7.94	$255	1.74%	0.80%	to	1.25%	-39.24%	to -38.97%
2007	36	$11.11	to	$13.01	$434	0.98%	0.80%	to	1.25%	3.06%
2006	32	$10.78	to	$12.56	$381	2.21%	0.80%	to	1.25%	13.59%	to 14.08%
2005	4,588	$8.60	to	$14.43	$58,462	1.38%	0.95%	to	1.90%	3.99%	to 4.98%

188

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense RatioB			Total ReturnC
	(000's)	(lowest to highest)			(000's)	RatioA	(lowest to highest)			(lowest to highest)
Oppenheimer Main Street Small Cap Fund®/VA
2009	53	$9.34	to	$11.06	$586	0.83%	0.70%	to	1.50%	35.19%	to	36.21%
2008	47	$6.86	to	$8.12	$382	0.60%	0.70%	to	1.50%	-38.76%	to	-38.34%
2007	47	$12.90	to	$13.17	$617	0.30%	0.75%	to	1.50%	-2.71%	to	-1.94%
2006	54	$13.26	to	$13.43	$723	0.10%	0.75%	to	1.50%	13.65%	to	14.20%
2005	3	$11.72	to	$11.76	$41	(a)	0.75%	to	1.25%		(a)
Oppenheimer MidCap Fund/VA
2009	26	$7.20	to	$9.05	$195	-	0.80%	to	1.25%	30.91%	to	31.54%
2008	5	$5.50	to	$6.88	$37	-	0.80%	to	1.25%	-49.68%	to	-49.49%
2007	15	$10.93	to	$13.62	$180	-	0.80%	to	1.25%	5.00%
2006	6	$10.41	to	$12.91	$74	-	0.80%	to	1.25%	1.66%	to	2.14%
2005	2,781	$5.20	to	$16.97	$32,591	-	0.95%	to	1.90%	10.32%	to	11.25%
PIMCO Real Return Portfolio - Administrative Class
2009	671	$10.54	to	$13.04	$8,712	3.08%	0.70%	to	1.50%	16.60%	to	17.50%
2008	532	$8.97	to	$11.10	$5,888	4.40%	0.70%	to	1.50%	-8.21%	to	-7.81%
2007	383	$11.82	to	$12.04	$4,609	3.17%	0.75%	to	1.25%	9.14%	to	9.75%
2006	224	$10.75	to	$10.97	$2,452	4.26%	0.75%	to	1.50%	-0.37%	to	0.09%
2005	139	$10.87	to	$10.96	$1,526	3.42%	0.75%	to	1.25%	1.29%
Pioneer Emerging Markets VCT Portfolio - Class I
2009	308	$8.78	to	$9.18	$2,820	1.25%	0.70%	to	1.50%	72.08%	to	73.52%
2008	196	$5.06	to	$5.30	$1,033	0.51%	0.70%	to	1.50%	-58.85%	to	-58.50%
2007	225	$12.71	to	$12.77	$2,870	(c)	0.75%	to	1.50%		(c)
2006	(c)		(c)		(c)	(c)		(c)			(c)
2005	(c)		(c)		(c)	(c)		(c)			(c)
Pioneer High Yield VCT Portfolio - Class I
2009	45	$10.70	to	$12.48	$551	6.29%	0.70%	to	1.50%	57.99%	to	59.46%
2008	40	$6.71	to	$7.84	$308	7.95%	0.70%	to	1.50%	-36.33%	to	-35.90%
2007	119	$11.89	to	$12.23	$1,452	5.69%	0.75%	to	1.50%	4.53%	to	5.07%
2006	42	$11.48	to	$11.64	$480	4.35%	0.75%	to	1.25%	7.68%
2005	12		$10.81		$133	6.30%		0.75%		1.22%

189

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense RatioB			Total ReturnC
	(000's)	(lowest to highest)			(000's)	RatioA	(lowest to highest)			(lowest to highest)
Premier VIT OpCap Mid Cap Portfolio - Class I
2009	90	$7.73	to	$7.83	$708	(e)	0.75%	to	1.25%		(e)
2008	(e)		(e)		(e)	(e)		(e)			(e)
2007	(e)		(e)		(e)	(e)		(e)			(e)
2006	(e)		(e)		(e)	(e)		(e)			(e)
2005	(e)		(e)		(e)	(e)		(e)			(e)
Wanger International
2009	168	$8.33	to	$9.36	$1,413	3.19%	0.70%	to	1.25%	47.96%	to	48.81%
2008	72	$5.63	to	$6.29	$406	1.14%	0.70%	to	1.25%	-46.28%	to	-45.96%
2007	112	$10.46	to	$10.51	$1,172	(c)	0.75%	to	1.50%		(c)
2006	(c)		(c)		(c)	(c)		(c)			(c)
2005	(c)		(c)		(c)	(c)		(c)			(c)
Wanger Select
2009	212	$9.46	to	$13.50	$2,845	-	0.70%	to	1.50%	63.80%	to	65.10%
2008	212	$5.73	to	$8.19	$1,732	-	0.70%	to	1.50%	-49.84%	to	-49.41%
2007	267	$15.75	to	$16.19	$4,305	-	0.75%	to	1.50%	7.73%	to	8.58%
2006	140	$14.62	to	$14.91	$2,085	0.29%	0.75%	to	1.50%	18.23%	to	18.80%
2005	44	$12.45	to	$12.55	$554	-	0.75%	to	1.25%	9.61%
Wanger USA
2009	36	$9.45	to	$12.13	$432	-	0.70%	to	1.50%	40.12%	to	41.26%
2008	27	$6.69	to	$8.60	$231	-	0.70%	to	1.50%	-40.59%	to	-40.11%
2007	30	$13.97	to	$14.36	$436	-	0.75%	to	1.50%	3.79%	to	4.59%
2006	42	$13.46	to	$13.73	$569	0.39%	0.75%	to	1.50%	6.53%	to	7.10%
2005	43	$12.72	to	$12.82	$552	-	0.75%	to	1.25%	10.42%

190

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements

(a)	As investment Division was not available until 2005, this data is not meaningful and is therefore not presented.
(b)	As investment Division was not available until 2006, this data is not meaningful and is therefore not presented.
(c)	As investment Division was not available until 2007, this data is not meaningful and is therefore not presented.
(d)	As investment Division was not available until 2008, this data is not meaningful and is therefore not presented.
(e)	As investment Division was not available until 2009, this data is not meaningful and is therefore not presented.
A	The Investment Income Ratio represents dividends received by the Division, excluding capital gains distributions divided by the average net assets. The recognition of investment income is determined by the timing of the declaration of dividends by the underlying Fund In which the Division invests.
B	The Expense Ratio considers only the expenses borne directly by the Account and is equal to the mortality and expense, administrative and other charges, as defined in Note 5. Certain items in this table are presented as a range of minimum and maximum values; however, such information is calculated independently for each column in the table.
C	Total Return is calculated as the change in unit value for each Contract presented in the Statements of Assets and Liabilities. Certain items in this table are presented as a range of minimum and maximum values; however, such information is calculated independently for each column in the table.
*	Includes units for annuity contracts in payout beginning in 2006.

191

ING Life Insurance and Annuity Company and Subsidiaries
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
IndextoConsolidatedFinancialStatements
			Page
Report of Independent Registered Public Accounting Firm			C-2
Consolidated Financial Statements:
	Consolidated Statements of Operations for the years ended
		December 31, 2009, 2008, and 2007	C-3
	Consolidated Balance Sheets as of
		December 31, 2009 and 2008	C-4
	Consolidated Statements of Changes in Shareholder's Equity
		For the years ended December 31, 2009, 2008, and 2007	C-6
	Consolidated Statements of Cash Flows for the years ended
		December 31, 2009, 2008, and 2007	C-7
Notes to Consolidated Financial Statements			C-9

C-1

Report of Independent Registered Public Accounting Firm

The Board of Directors

ING Life Insurance and Annuity Company

We have audited the accompanying consolidated balance sheets of ING Life Insurance and Annuity Company and subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of operations, changes in shareholder’s equity, and cash flows for each of the three years in the period ended December 31, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits include consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of ING Life Insurance and Annuity Company and subsidiaries as of December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 1 to the financial statements, in 2009 the Company changed its method of accounting for the recognition and presentation of other-than-temporary impairments.

/s/   Ernst & Young LLP

Atlanta, Georgia

March 31, 2010,

except for Note 2, as to which the date is

  April 5, 2010

C-2

INGLifeInsuranceandAnnuityCompanyandSubsidiaries
(Awholly-ownedsubsidiaryofLionConnecticutHoldingsInc.)
ConsolidatedStatementsofOperations
(In millions)
					YearEndedDecember31,
					2009		2008		2007
Revenue:
	Net investment income			$	1,253.7	$	1,083.7	$	1,054.7
	Fee income				533.8		612.9		769.9
	Premiums				35.0		46.9		46.8
	Broker-dealer commission revenue				275.3		622.5		568.4
	Net realized capital gains (losses):
		Total other-than-temporary impairment losses			(442.0)		(1,052.5)		(76.0)
		Portion of other-than-temporary impairment
			losses recognized in Other comprehensive
			income (loss)		47.5		-		-
		Net other-than-temporary impairments
			recognized in earnings		(394.5)		(1,052.5)		(76.0)
		Other net realized capital gains			162.4		399.4		48.4
		Total net realized capital losses			(232.1)		(653.1)		(27.6)
	Other income				16.4		21.3		20.3
Total revenue					1,882.1		1,734.2		2,432.5
Benefitsandexpenses:
	Interest credited and other benefits
		to contractowners			522.6		1,432.4		802.8
	Operating expenses				597.6		687.5		652.2
	Broker-dealer commission expense				275.3		622.5		568.4
	Net amortization of deferred policy acquisition
		cost and value of business acquired			79.6		128.9		129.2
	Interest expense				3.5		1.4		5.5
Total benefits and expenses					1,478.6		2,872.7		2,158.1
Income (loss) before income taxes					403.5		(1,138.5)		274.4
Income tax expense (benefit)					49.6		(108.3)		56.0
Net income (loss)				$	353.9	$	(1,030.2)	$	218.4

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

C-3

INGLifeInsuranceandAnnuityCompanyandSubsidiaries
(Awholly-ownedsubsidiaryofLionConnecticutHoldingsInc.)
ConsolidatedBalanceSheets
(In millions, except share data)
				AsofDecember31,
				2009		2008
Assets
Investments:
	Fixed maturities, available-for-sale, at fair value
		(amortized cost of $15,038.2 at 2009 and $14,544.3at 2008)	$	15,185.5	$	13,157.7
	Equity securities, available-for-sale, at fair value
		(cost of $175.1 at 2009 and $247.7 at 2008)		187.9		240.3
	Short-term investments			535.5		41.9
	Mortgage loans on real estate			1,874.5		2,107.8
	Policy loans			254.7		267.8
	Loan-Dutch State obligation			674.1		-
	Limited partnerships/corporations			426.2		513.9
	Derivatives			129.0		235.2
	Securities pledged (amortized cost of $483.7 at 2009 and $1,248.8 at 2008)			469.8		1,319.9
Total investments				19,737.2		17,884.5
Cash and cash equivalents				243.3		203.5
Short-term investments under securities loan agreement,
	including collateral delivered			351.0		483.9
Accrued investment income				217.2		205.8
Receivables for securities sold				3.1		5.5
Reinsurance recoverable				2,426.3		2,505.6
Deferred policy acquisition costs				901.8		865.5
Value of business acquired				991.5		1,832.5
Notes receivable from affiliate				175.0		175.0
Short-term loan to affiliate				287.2		-
Due from affiliates				49.1		13.8
Current income tax recoverable				23.9		38.6
Property and equipment				90.8		114.7
Other assets				100.8		233.3
Assets held in separate accounts				41,369.8		35,927.7
Total assets			$	66,968.0	$	60,489.9

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

C-4

INGLifeInsuranceandAnnuityCompanyandSubsidiaries
(Awholly-ownedsubsidiaryofLionConnecticutHoldingsInc.)
ConsolidatedBalanceSheets
(In millions, except share data)
				AsofDecember31,
				2009		2008
LiabilitiesandShareholder'sEquity
Future policy benefits and claims reserves			$	21,115.0	$	20,782.1
Payables for securities purchased				18.4		1.6
Payables under securities loan agreement, including collateral held				351.0		488.3
Notes payable				4.9		17.9
Borrowed money				0.1		615.3
Due to affiliates				159.9		116.7
Deferred income taxes				351.2		101.1
Other liabilities				693.6		874.7
Liabilities related to separate accounts				41,369.8		35,927.7
Total liabilities				64,063.9		58,925.4
Shareholder's equity
	Common stock (100,000 shares authorized; 55,000
		issued and outstanding; $50 per share value)		2.8		2.8
	Additional paid-in capital			4,528.2		4,161.3
	Accumulated other comprehensive loss			(15.0)		(482.1)
	Retained earnings (deficit)			(1,611.9)		(2,117.5)
Total shareholder's equity				2,904.1		1,564.5
Total liabilities and shareholder's equity			$	66,968.0	$	60,489.9

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

C-5

INGLifeInsuranceandAnnuityCompanyandSubsidiaries
(Awholly-ownedsubsidiaryofLionConnecticutHoldingsInc.)
ConsolidatedStatementsofChangesinShareholder’sEquity
(In millions)
									Accumulated
								Additional	Other			Retained	Total
						Common		Paid-In	Comprehensive			Earnings	Shareholder's
						Stock		Capital	Income(Loss)			(Deficit)	Equity
Balance at January 1, 2007					$	2.8	$	4,299.5	$	(14.0)	$	(1,305.7)	$	2,982.6
	Comprehensive income:
		Net income				-		-		-		218.4		218.4
		Other comprehensive loss, net of tax:
			Change in net unrealized capital gains (losses)
				on securities ($(27.7) pretax), including
				tax valuation allowance of $(6.4)		-		-		(24.4)		-		(24.4)
			Pension liability ($7.1 pretax)			-		-		4.6		-		4.6
	Total comprehensive income													198.6
	Dividends paid					-		(145.0)		-		-		(145.0)
	Employee share-based payments					-		4.8		-		-		4.8
Balance at December 31, 2007						2.8		4,159.3		(33.8)		(1,087.3)		3,041.0
	Comprehensive loss:
		Net loss				-		-		-		(1,030.2)		(1,030.2)
		Other comprehensive loss, net of tax:
			Change in net unrealized capital gains (losses)
				on securities ($(635.4) pretax), including
				tax valuation allowance of $6.4		-		-		(435.3)		-		(435.3)
			Pension liability ($18.7 pretax)			-		-		(13.0)		-		(13.0)
	Total comprehensive loss													(1,478.5)
	Employee share-based payments					-		2.0		-		-		2.0
Balance at December 31, 2008						2.8		4,161.3		(482.1)		(2,117.5)		1,564.5
	Cumulative effect of change in accounting
		principle, net of DAC and tax				-		-		(151.7)		151.7		-
	Comprehensive loss:
		Net income				-		-		-		353.9		353.9
		Other comprehensive loss, net of tax:
			Change in net unrealized capital gains (losses)
				on securities ($879.0 pretax), including
				change in tax valuation allowance of $(54.1)		-		-		656.2		-		656.2
			Portion of other-than-temporary impairment
				losses recognized in other comprehensive
				income (loss) ($(47.5) pretax), including
				increase in tax valuation allowance of $16.1		-		-		(47.5)		-		(47.5)
			Change in other-than-temporary impairment
				losses recognized in other comprehensive
				income (loss) ($0.8 pretax), including
				decrease in tax valuation allowance of $(0.3)		-		-		0.8		-		0.8
			Pension liability ($14.3 pretax)			-		-		9.3		-		9.3
	Total comprehensive loss													972.7
	Capital contribution					-		365.0		-		-		365.0

	Employee share-based payments		-		1.9		-		-		1.9
Balance at December 31, 2009		$	2.8	$	4,528.2	$	(15.0)	$	(1,611.9)	$	2,904.1

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

C-6

INGLifeInsuranceandAnnuityCompanyandSubsidiaries
(Awholly-ownedsubsidiaryofLionConnecticutHoldingsInc.)
ConsolidatedStatementsofCashFlows
(In millions)
						YearEndedDecember31,
						2009		2008		2007
CashFlowsfromOperatingActivities:
	Net income (loss)				$	353.9	$	(1,030.2)	$	218.4
	Adjustments to reconcile net income (loss) to
		net cash provided by operating activities:
			Capitalization of deferred policy acquisition costs, value
				of business acquired, and sales inducements		(152.8)		(205.1)		(193.4)
			Net amortization of deferred policy acquisition costs,
				value of business acquired, and sales inducements		83.3		128.3		133.9
			Net accretion/decretion of discount/premium			45.4		87.1		72.7
			Future policy benefits, claims reserves, and
				interest credited		398.2		1,296.8		579.6
			Provision for deferred income taxes			36.7		25.3		30.4
			Net realized capital gains			232.1		653.1		27.6
			Depreciation			10.4		56.7		18.2
			Change in:
				Accrued investment income		(11.4)		(37.5)		12.1
				Reinsurance recoverable		79.3		88.8		121.0
				Other receivable and assets accruals		130.9		(115.3)		(37.0)
				Due to/from affiliates		7.9		(17.2)		46.4
				Other payables and accruals		46.0		(120.3)		17.8
			Other, net			(110.6)		(44.0)		(16.4)
Net cash provided by operating activities						1,149.3		766.5		1,031.3
CashFlowsfromInvestingActivities:
	Proceeds from the sale, maturity, or redemption of:
		Fixed maturities, available-for-sale				5,864.2		9,039.7		10,235.6
		Equity securities, available-for-sale				99.4		135.0		113.8
		Mortgage loans on real estate				308.7		146.5		205.4
		Limited partnerships/corporations				116.2		510.1		32.6
		Derivatives				25.3		175.0		44.4
	Acquisition of:
		Fixed maturities, available-for-sale				(6,215.4)		(11,593.4)		(8,425.5)
		Equity securities, available-for-sale				(25.2)		(54.8)		(243.9)
		Mortgage loans on real estate				(87.2)		(168.0)		(415.1)
		Limited partnerships/corporations				(49.3)		(428.6)		(312.1)
		Derivatives				(196.1)		(122.4)		(12.2)
	Policy loans, net					13.1		5.6		(4.5)
	Short-term investments, net					(492.7)		126.7		(163.3)
	Loan-Dutch State obligation, net					124.8		-		-

	Sales (purchases) of fixed assets, net	13.5	(24.0)	(90.5)
	Collateral (delivered) held, net	(4.4)	23.2	(18.8)
Net cash (used in) provided by investing activities		(505.1)	(2,229.4)	945.9

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

C-7

INGLifeInsuranceandAnnuityCompanyandSubsidiaries
(Awholly-ownedsubsidiaryofLionConnecticutHoldingsInc.)
ConsolidatedStatementsofCashFlows
(In millions)
			YearEndedDecember31,
			2009		2008		2007
CashFlowsfromFinancingActivities:
	Deposits received for investment contracts		2,069.6		3,836.4		1,600.0
	Maturities and withdrawals from investment contracts		(2,123.6)		(2,312.2)		(3,451.2)
	Short-term (repayments) loans to (from) affiliates		(300.2)		13.0		45.0
	Short-term repayments of repurchase agreements, net		(615.2)		(123.1)		(94.8)
	Notes payable		-		-		9.9
	Dividends to Parent		-		-		(145.0)
	Contribution of capital		365.0		-		-
Net cash  (used in) provided by financing activities			(604.4)		1,414.1		(2,036.1)
Net increase (decrease) in cash and cash equivalents			39.8		(48.8)		(58.9)
Cash and cash equivalents, beginning of year			203.5		252.3		311.2
Cash and cash equivalents, end of year		$	243.3	$	203.5	$	252.3
Supplemental cash flow information:
	Income taxes paid (received), net	$	13.7	$	(44.1)	$	45.1
	Interest paid	$	4.8	$	23.6	$	44.6
	Non-cash transfer: Loan-Dutch State obligation	$	798.9	$	-	$	-

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

C-8

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

1. Organization and Significant Accounting Policies

Basis of Presentation

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

The consolidated financial statements include ILIAC and its wholly-owned subsidiaries, ING Financial Advisers, LLC (“IFA”) and Directed Services LLC (“DSL”). ILIAC is a direct, wholly-owned subsidiary of Lion Connecticut Holdings Inc. (“Lion” or “Parent”), which is an indirect, wholly-owned subsidiary of ING Groep N.V. (“ING”). ING is a global financial services holding company based in the Netherlands, with American Depository Shares listed on the New York Stock Exchange under the symbol “ING.”

On May 11, 2006, ILIAC organized Northfield Windsor LLC (“NWL”) as a wholly-owned subsidiary for the purpose of purchasing, constructing, developing, leasing, and managing a new corporate office facility to be located at One Orange Way, Windsor, Connecticut (the “Windsor Property”). Effective October 1, 2007, the principal executive office of ILIAC was changed to One Orange Way, Windsor, Connecticut. On October 31, 2007, ILIAC’s subsidiary, NWL merged with and into ILIAC. As of the merger date, NWL ceased to exist, and ILIAC became the surviving corporation. The merger did not have an impact on ILIAC’s consolidated results of operations and financial position, as NWL was a wholly-owned subsidiary and already included in the consolidated financial statements for all periods presented since its formation.

As part of a restructuring plan approved by the European Commission (“EC”), ING has agreed to separate its banking and insurance businesses by 2013. ING intends to achieve this separation over the next four years by divestment of its insurance and investment management operations, including the Company. ING has announced that it will explore all options for implementing the separation including initial public offerings, sales or a combination thereof.

C-9

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

Description of Business

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

Products offered by the Company include deferred and immediate (payout annuities) annuity contracts. Company products also include programs offered to qualified plans and nonqualified deferred compensation plans that package administrative and record-keeping services along with a variety of investment options, including affiliated and nonaffiliated mutual funds and variable and fixed investment options. In addition, the Company offers wrapper agreements entered into with retirement plans, which contain certain benefit responsive guarantees (i.e., liquidity guarantees of principal and previously accrued interest for benefits paid under the terms of the plan) with respect to portfolios of plan-owned assets not invested with the Company. The Company also offers pension and retirement savings plan administrative services.

The Company has one operating segment.

Recently Adopted Accounting Standards

Measuring the Fair Value of Certain Alternative Investments

In September 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2009-12, “Fair Value Measurements and Disclosures (ASC Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)” (“ASU 2009-12”), which allows the use of net asset value to estimate the fair value of certain alternative investments, such as interests in hedge funds, private equity funds, real estate funds, venture capital funds, offshore fund vehicles, and funds of funds. In addition, ASU 2009-12 requires disclosures about the attributes of such investments.

C-10

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

The provisions of ASU 2009-12 were adopted by the Company on December 31, 2009. The Company determined, however, that there was no effect on the Company’s financial condition, results of operations, or cash flows upon adoption, as its guidance is consistent with that previously applied by the Company under US GAAP. The disclosure provisions required by ASU 2009-12 are presented in the Investments footnote to these consolidated financial statements.

Measuring Liabilities at Fair Value

In August 2009, the FASB issued ASU 2009-05, “Fair Value Measurements and Disclosures (ASC Topic 820): Measuring Liabilities at Fair Value” (“ASU 2009-05”), which clarifies that in circumstances where a quoted price in an active market for an identical liability is not available, one of the following techniques should be used to measure a liability’s fair value:

§ The quoted price of the identical liability when traded as an asset; or

§ Quoted prices for similar liabilities or similar liabilities traded as assets; or

§ Another valuation technique consistent with the principles of ASC Topic 820, such as the income approach or a market approach.

ASU 2009-05 also clarifies that restrictions preventing the transfer of a liability should not be considered as an adjustment in the measurement of its fair value.

The provisions of ASU 2009-05 were adopted by the Company on December 31, 2009. The Company determined, however, that there was no effect on the Company’s financial condition, results of operations, or cash flows upon adoption, as its guidance is consistent with that previously applied by the Company under US GAAP.

FASB Accounting Standards Codification

In June 2009, the FASB issued ASU 2009-01, “Topic 105 - Generally Accepted Accounting Principles: amendments based on Statement of Financial Accounting Standards No. 168, “The FASB Accounting Standards Codification^TM and the Hierarchy of Generally Accepted Accounting Principles (“ASU 2009-01”), which confirms that as of July 1, 2009, the “FASB Accounting Standards Codification^TM” (“the Codification” or “ASC”) is the single official source of authoritative, nongovernmental US GAAP. All existing accounting standard documents are superseded, and all other accounting literature not included in the Codification is considered nonauthoritative.

C-11

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

The Company adopted the Codification as of July 1, 2009. There was no effect on the Company’s financial condition, results of operations, or cash flows. The Company has revised its disclosures to incorporate references to the Codification topics.

Subsequent Events

In May 2009, the FASB issued new guidance on subsequent events, included in ASC Topic 855, “Subsequent Events,” which establishes:

§ The period after the balance sheet date during which an entity should evaluate events or transactions for potential recognition or disclosure in the financial statements;

§ The circumstances under which an entity should recognize such events or transactions in its financial statements; and

§ Disclosures regarding such events or transactions and the date through which an entity has evaluated subsequent events.

These provisions, as included in ASC Topic 855, were adopted by the Company on June 30, 2009. In addition, in February 2010, the FASB issued ASU 2010-09, “Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements”, which clarifies that an SEC filer should evaluate subsequent events through the date the financial statements are issued and eliminates the requirement for an SEC filer to disclose that date, effective upon issuance. The Company determined that there was no effect on the Company’s financial condition, results of operations, or cash flows upon adoption, as the guidance is consistent with that previously applied by the Company under U.S. auditing standards. The disclosure provisions included in ASC Topic 855, as amended, are presented in this Organization and Significant Accounting Policies footnote.

Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly

In April 2009, the FASB issued new guidance on determining fair value when the volume and level of activity for the asset or liability have significantly decreased and identifying transactions that are not orderly, included in ASC Topic 820, “Fair Value Measurements and Disclosures,” which confirms that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. In addition, this guidance, as included in ASC Topic 820:

C-12

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

§ Clarifies factors for determining whether there has been a significant decrease in market activity for an asset or liability;

§ Requires an entity to determine whether a transaction is not orderly based on the weight of the evidence; and

§ Requires an entity to disclose in interim and annual periods the input and valuation technique used to measure fair value and any change in valuation technique.

These provisions, as included in ASC Topic 820, were adopted by the Company on April 1, 2009. The Company determined, however, that there was no effect on the Company’s financial condition, results of operations, or cash flows upon adoption, as its guidance is consistent with that previously applied by the Company under US GAAP.

Recognition and Presentation of Other-Than-Temporary Impairments

In April 2009, the FASB issued new guidance on recognition and presentation of other-than-temporary impairments, included in ASC Topic 320, “Investments-Debt and Equity Securities,” which requires:

§ Noncredit related impairments to be recognized in other comprehensive income (loss), if management asserts that it does not have the intent to sell the security and that it is more likely than not that the entity will not have to sell the security before recovery of the amortized cost basis;

§ Total other-than-temporary impairments (“OTTI”) to be presented in the statement of earnings with an offset recognized in other comprehensive income (loss) for the noncredit related impairments;

§ A cumulative effect adjustment as of the beginning of the period of adoption to reclassify the noncredit component of a previously recognized other-than-temporary impairment from retained earnings to accumulated other comprehensive income (loss); and

§ Additional interim disclosures for debt and equity securities regarding types of securities held, unrealized losses, and other-than-temporary impairments.

These provisions, as included in ASC Topic 320, were adopted by the Company on April 1, 2009. As a result of implementation, the Company recognized a cumulative effect of change in accounting principle of $151.7 after considering the effects of deferred policy acquisition costs (“DAC”) and income taxes of $(134.0) and $46.9, respectively, as an increase to April 1, 2009 Retained earnings (deficit) with a corresponding decrease to Accumulated other comprehensive income (loss).

C-13

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

In addition, the Company recognized an increase in amortized cost for previously impaired securities due to the recognition of the cumulative effect of change in accounting principle as of April 1, 2009, as follows:

		Changein
		AmortizedCost
Fixed maturities:
	U.S. corporate, state and municipalities	$	47.0
	Foreign		45.0
	Residential mortgage-backed		14.3
	Commercial mortgage-backed		88.5
	Other asset-backed		44.0
Total investments, available-for-sale		$	238.8

The disclosure provisions, as included in ASC Topic 320, are presented in the Investments footnote to these consolidated financial statements.

Interim Disclosures about Fair Value of Financial Instruments

In April 2009, the FASB issued new guidance on interim disclosures about fair value of financial instruments, included in ASC Topic 825, “Financial Instruments,” which requires that the fair value of financial instruments be disclosed in an entity’s interim financial statements, as well as in annual financial statements. The provisions included in ASC Topic 825 also require that fair value information be presented with the related carrying value and that the method and significant assumptions used to estimate fair value, as well as changes in method and significant assumptions, be disclosed.

These provisions, as included in ASC Topic 825, were adopted by the Company on April 1, 2009 and are presented in the Financial Instruments footnote to these consolidated financial statements. As the pronouncement only pertains to additional disclosure, the adoption had no effect on the Company’s financial condition, results of operations, or cash flows.

Disclosures about Derivative Instruments and Hedging Activities

In March 2008, the FASB issued new guidance on disclosures about derivative instruments and hedging activities, included in ASC Topic 815, “Derivatives and Hedging,” which requires enhanced disclosures about objectives and strategies for using derivatives, fair value amounts of and gains and losses on derivative instruments, and credit-risk-related contingent features in derivative agreements, including:

C-14

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

§ How and why derivative instruments are used;

§ How derivative instruments and related hedged items are accounted for under US GAAP for derivative and hedging activities; and

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

These provisions, as included in ASC Topic 815, were adopted by the Company on January 1, 2009 and are included in the Financial Instruments footnote to these consolidated financial statements. As the pronouncement only pertains to additional disclosure, the adoption had no effect on the Company’s financial condition, results of operations, or cash flows. In addition, the Company’s derivatives are generally not accounted for using hedge accounting treatment under ASC Topic 815, as the Company has not historically sought hedge accounting treatment.

Business Combinations

In December 2007, the FASB issued new guidance on business combinations, included in ASC Topic 805, “Business Combinations.” ASC Topic 805 requires most identifiable assets, liabilities, noncontrolling interest, and goodwill, acquired in a business combination to be recorded at full fair value as of the acquisition date, even for acquisitions achieved in stages. In addition, the guidance requires:

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

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

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

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

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

These provisions, as included in ASC Topic 805, also amend or eliminate various other authoritative literature.

C-15

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

In addition, in April 2009, the FASB issued new guidance on accounting for assets acquired and liabilities assumed in a business combination that arise from contingencies, which rescinds requirements to recognize contingent assets and liabilities acquired in a business combination at fair value on the acquisition date, and reinstates certain previous guidance to value many of those contingencies under ASC Topic 450, “Contingencies.”

These provisions, as included in ASC Topic 805, were adopted by the Company on January 1, 2009. The Company determined, however, that there was no effect on the Company’s financial condition, results of operations, or cash flows as of December 31, 2009, as there have been no acquisitions for the year ended December 31, 2009.

Equity Method Investment Accounting

In November 2008, a consensus was reached on new guidance on equity method investment accounting considerations, included in ASC Topic 323, “Investments-Equity Method and Joint Ventures,” which requires, among other provisions, that:

§ Equity method investments be initially measured at cost;

§ Contingent consideration only be included in the initial measurement;

§ An investor recognize its share of any impairment charge recorded by the equity investee; and

§ An investor account for a share issuance by an equity investee as if the investor had sold a proportionate share of its investment.

These provisions, as included in ASC Topic 323, were adopted by the Company on January 1, 2009. The Company determined, however, that there was no effect on the Company’s financial condition, results of operations, or cash flows as of December 31, 2009, as there have been no acquisitions or changes in ownership for the year ended December 31, 2009.

New Accounting Pronouncements

Improving Disclosures about Fair Value Measurements

In January 2010, the FASB issued ASU 2010-06, “Fair Value Measurements and Disclosure (ASC Topic 820): Improving Disclosures about Fair Value Measurements,” (“ASU 2010-06”), which requires several new disclosures, as well as clarification to existing disclosures, as follows:

C-16

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

§ Significant transfers in and out of Level 1 and Level 2 fair value measurements and the reason for the transfers;

§ Purchases, sales, issuances, and settlement, in the Level 3 fair value measurements reconciliation on a gross basis;

§ Fair value measurement disclosures for each class of assets and liabilities (i.e., disaggregated); and

§ Valuation techniques and inputs for both recurring and nonrecurring fair value measurements that fall in either Level 2 or Level 3 fair value measurements.

The provisions of ASU 2010-06 are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures related to the Level 3 reconciliation, which are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The Company is currently in the process of determining the impact of adoption of the provisions of ASU 2010-06.

Accounting and Reporting Decreases in Ownership of a Subsidiary

In January 2010, the FASB issued ASU 2010-02 “Consolidations (ASC Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification,” (“ASU 2010-02”), which clarifies that the scope of the decrease in ownership provisions applies to the following:

§ A subsidiary or group of assets that is a business or nonprofit activity;

§ A subsidiary that is a business or nonprofit activity that is transferred to an equity method investee or joint venture; and

§ An exchange of a group of assets that constitutes a business or nonprofit activity for a noncontrolling interest in an entity (including an equity method investee or joint venture).

ASU 2010-02 also notes that the decrease in ownership guidance does not apply to sales of in substance real estate and expands disclosure requirements.

The provisions of ASU 2010-02 are effective as of the beginning of the first interim or annual reporting period after December 15, 2009, and are required to be applied retrospectively to January 1, 2009. The Company is currently in the process of determining the impact of adoption of the provisions of ASU 2010-02.

C-17

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

Improvements to Financial Reporting by Enterprises Involved in Variable Interest Entities

In December 2009, the FASB issued ASU 2009-17, “Consolidations (ASC Topic 810): Improvements to Financial Reporting by Enterprises Involved in Variable Interest Entities,” (“ASU 2009-17”), which eliminates the exemption for qualifying special-purpose entities (“QSPEs”), as well as amends the consolidation guidance for variable interest entities (“VIEs”), as follows:

§ Removes the quantitative-based assessment for consolidation of VIEs and, instead, requires a qualitative assessment of whether an entity has the power to direct the VIE’s activities, and whether the entity has the obligation to absorb losses or the right to reserve benefits that could be significant to the VIE; and

§ Requires an ongoing reassessment of whether an entity is the primary beneficiary of a VIE.

In addition, in February 2010, the FASB issued ASU 2010-10, “Consolidation (ASC Topic 810): Amendments for Certain Investment Funds” (ASU 2010-10), which primarily defers ASU 2009-17 for an investment in an entity that is accounted for as an investment company.

The provisions of ASU 2009-17 and ASU 2010-10 are effective as of the beginning of the first fiscal year that begins after November 15, 2009, and for subsequent interim and annual reporting periods. The Company is currently in the process of determining the impact of adoption of the provisions of ASU 2009-17 and ASU 2010-10.

Accounting for Transfers of Financial Assets

In December 2009, the FASB issued ASU 2009-16 “Transfers & Servicing (ASC Topic 860): Accounting for Transfers of Financial Assets” (“ASU 2009-16”), which eliminates the QSPE concept and requires a transferor of financial assets to:

§ Consider the transferor’s continuing involvement in assets, limiting the circumstances in which a financial asset should be derecognized when the transferor has not transferred the entire asset to an entity that is not consolidated;

§ Account for the transfer as a sale only if an entity transfers an entire financial asset and surrenders controls, unless the transfer meets the conditions for a participating interest; and

C-18

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

§ Recognize and initially measure at fair value all assets obtained and liabilities incurred as a result of a transfer of financial assets accounted for as a sale.

The provisions of ASU 2009-16 are effective as of the beginning of the first fiscal year that begins after November 15, 2009, and for subsequent interim and annual reporting periods. The Company is currently in the process of determining the impact of adoption of the provisions of ASU 2009-16.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“US GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from reported results using those estimates.

Reclassifications

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

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, certain money market instruments, and other debt issues with a maturity of 90 days or less when purchased.

Subsequent Events

The Company has evaluated subsequent events for recognition and disclosure through the date the consolidated financial statements, as of December 31, 2009 and for the three years ended December 31, 2009, 2008, and 2007, were issued.

Investments

All of the Company’s fixed maturities and equity securities are currently designated as available-for-sale. Available-for-sale securities are reported at fair value and unrealized capital gains (losses) on these securities are recorded directly in Shareholder’s equity, after adjustment, if any, for related changes in experience-rated contract allocations, DAC, value of business acquired (“VOBA”), and deferred income taxes.

C-19

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

Other-Than-Temporary Impairments

The Company analyzes its general account investments to determine whether there has been an other-than-temporary decline in fair value below the amortized cost basis. Factors considered in this analysis include, but are not limited to, the length of time and the extent to which the fair value has been less than amortized cost, the issuer’s financial condition and near-term prospects, future economic conditions and market forecasts, interest rate changes, and changes in ratings of the security.

When assessing the Company’s intent to sell a security or if it is more likely than not it will be required to sell a security before recovery of its cost basis, management evaluates facts and circumstances such as, but not limited to, decisions to rebalance the investment portfolio and sales of investments to meet cash flow needs.

When the Company has determined it has the intent to sell or if it is more likely than not that it will be required to sell a security before recovery of its amortized cost basis and the fair value has declined below amortized cost (“intent impairment”) the individual security is written down from amortized cost to fair value and a corresponding charge is recorded in Net realized capital gains (losses) on the Consolidated Statements of Operations as an other-than-temporary impairment (“OTTI”). If the Company does not intend to sell the security nor is it more likely than not it will be required to sell the security before recovery of its amortized cost basis, but the Company has determined that there has been an other-than-temporary decline in fair value below the amortized cost basis, the OTTI is bifurcated into the amount representing the present value of the decrease in cash flows expected to be collected (“credit impairment”) and the amount related to other factors (“noncredit impairment”). The credit impairment is recorded in Net realized capital gains (losses) on the Consolidated Statements of Operations. The noncredit impairment is recorded in Other comprehensive income (loss) on the Consolidated Balance Sheets in accordance with the requirements of ASC Topic 320.

In order to determine the amount of the OTTI that is considered a credit impairment, the Company estimates the recovery value by performing a discounted cash flow analysis based upon the best estimate of expected future cash flows, discounted at the effective interest rate implicit in the underlying debt security. The effective interest rate is the original yield for a fixed rate security or current coupon yield for a floating rate security.

C-20

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

Experience-Rated Products

Included in available-for-sale securities are investments that support experience-rated products. Experience-rated products are products where the customer, not the Company, assumes investment (including realized capital gains and losses) and other risks, subject to, among other things, minimum principal and interest guarantees. Unamortized realized capital gains (losses) on the sale of and unrealized capital gains (losses) on investments supporting these products are included in Future policy benefits and claims reserves on the Consolidated Balance Sheets. Net realized capital gains (losses) on all other investments are reflected in the Consolidated Statements of Operations. Unrealized capital gains (losses) on all other investments are reflected in Accumulated other comprehensive income (loss) in Shareholder’s equity, net of DAC and VOBA adjustments, and related income taxes. During 2008 and 2009, due to the economic environment, which resulted in significant realized and unrealized losses associated with assets supporting experience-rated contracts, the Company accelerated the amortization of realized losses and recorded such amounts in Interest credited and other benefits to contractowners in the Consolidated Statements of Operations and recorded unrealized losses in Accumulated other comprehensive income (loss) in Shareholder’s equity rather than Future policy benefits and claims reserves.

Purchases and Sales

Purchases and sales of fixed maturities and equity securities, excluding private placements, are recorded on the trade date. Purchases and sales of private placements and mortgage loans are recorded on the closing date.

Valuation of Investments and Derivatives

The Company utilizes a number of valuation methodologies to determine the fair values of its financial assets and liabilities in conformity with the concepts of “exit price” and the fair value hierarchy as prescribed in ASC Topic 820. Valuations are obtained from third party commercial pricing services, brokers, and industry-standard, vendor-provided software that models the value based on market observable inputs. The valuations obtained from brokers and third-party commercial pricing services are non-binding. The valuations are reviewed and validated monthly through the internal valuation committee price variance review, comparisons to internal pricing models, back testing to recent trades, or monitoring of trading volumes.

All valuation methods and assumptions are validated at least quarterly to ensure the accuracy and relevance of the fair values. There were no material changes to the valuation methods or assumptions used to determine fair values during 2009.

C-21

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

The following valuation methods and assumptions were used by the Company in estimating reported values for the investments and derivatives described below:

Fixed maturities, available-for-sale: The fair values for the actively traded marketable bonds are determined based upon the quoted market prices and are classified as Level 1 assets. The fair values for marketable bonds without an active market, excluding subprime residential mortgage-backed securities, are obtained through several commercial pricing services, which provide the estimated fair values and are classified as Level 2 assets.These services incorporate a variety of market observable information in their valuation techniques, including benchmark yields, broker-dealer quotes, credit quality, issuer spreads, bids, offers and other reference data.

Fair values of privately placed bonds are determined using a matrix-based pricing model and are classified as Level 2 assets. The model considers the current level of risk-free interest rates, current corporate spreads, the credit quality of the issuer, and cash flow characteristics of the security. Also considered are factors such as the net worth of the borrower, the value of collateral, the capital structure of the borrower, the presence of guarantees, and the Company’s evaluation of the borrower’s ability to compete in its relevant market. Using this data, the model generates estimated market values which the Company considers reflective of the fair value of each privately placed bond.

The fair values for certain collateralized mortgage obligations (“CMO-Bs”) are determined by taking the average of broker quotes when more than one broker quote is provided. Approximately three broker quotes are currently being provided for these securities. A few of the CMO-Bs are priced by the originating broker due to the complexity and unique characteristics of the assets. CMO-Bs are classified as Level 3 assets due to the lack of corroborating evidence to support a higher level and the inactivity of the market for these bonds.

Trading activity for the Company’s Residential Mortgage-backed Securities (“RMBS”), particularly subprime and Alt-A RMBS, declined during 2008 as a result of the dislocation of the credit markets. During 2008 and 2009, the Company continued to obtain pricing information from commercial pricing services and brokers. However, the pricing for subprime and Alt-A RMBS did not represent regularly occurring market transactions since the trading activity declined significantly in the second half of 2008. As a result, the Company concluded in the second half of 2008 that the market for subprime and Alt-A RMBS was inactive and classified these securities as Level 3 assets. The Company did not change its valuation procedures, which are consistent with those used for Level 2 marketable bonds without an active market, as a result of

C-22

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

determining that the market was inactive. While the market for subprime and Alt-A RMBS remained largely inactive in the first half of 2009 compared to prior years, the Company noted an increase in trade activity of Alt-A RMBS during the second half of 2009. Therefore, the Company determined that the Alt-A RMBS should be transferred to Level 2 of the valuation hierarchy as its overall assessment of the market is that it is now active. The market for subprime RMBS remains largely inactive, and as such these securities will remain in Level 3 of the valuation hierarchy. The Company will continue to monitor market activity for RMBS to determine proper classification in the valuation hierarchy.

Broker quotes and prices obtained from pricing services are reviewed and validated monthly through an internal valuation committee price variance review, comparisons to internal pricing models, back testing to recent trades, or monitoring of trading volumes. At December 31, 2009, $93.4 and $11.2 billion of a total of $15.7 billion in fixed maturities were valued using unadjusted broker quotes and unadjusted prices obtained from pricing services, respectively, and verified through the review process. The remaining balance in fixed maturities consisted primarily of privately placed bonds valued using a matrix-based pricing model and CMO-Bs valued using average broker quotes.

Generally, the Company does not obtain more than one vendor price from pricing services per instrument. The Company uses a hierarchy process in which prices are obtained from a primary vendor, and, if that vendor is unable to provide the price, the next vendor in the hierarchy is contacted until a price is obtained or it is determined that a price cannot be obtained from a commercial pricing service. When a price cannot be obtained from a commercial pricing service, broker quotes are solicited. All prices and broker quotes obtained, with the exception of CMO-B securities, go through the review process described above, including valuations for which only one broker quote is obtained. After review, for those instruments where the price is determined to be appropriate, the unadjusted price provided is used for financial statement valuation. If it is determined that the price is questionable, another price may be requested from a different vendor. The internal valuation committee then reviews all prices for the instrument again, along with information from the review, to determine which price best represents “exit price” for the instrument.

C-23

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

Equity securities, available-for-sale: Fair values of publicly traded equity securities are based upon quoted market price and are classified as Level 1 assets. Other equity securities, typically private equities or equity securities not traded on an exchange, are valued by other sources such as analytics or brokers and are classified as Level 3 assets.

Short-term investments: The fair values for certain short-term investments are determined based on quoted market prices. These assets are classified as Level 1. Other short-term investments are valued and classified in the fair value hierarchy consistent with the policies described herein, depending on investment type.

Derivatives: The carrying amounts for these financial instruments, which can be assets or liabilities, reflect the fair value of the assets and liabilities. Derivatives are carried at fair value (on the Consolidated Balance Sheets), which is determined using the Company’s derivative accounting system in conjunction with observable key financial data from third party sources, such as yield curves, exchange rates, Standard & Poor’s (“S&P”) 500 Index prices, and London Inter Bank Offered Rates (“LIBOR”), or through values established by third party brokers. Counterparty credit risk is considered and incorporated in the Company’s valuation process through counterparty credit rating requirements and monitoring of overall exposure. It is the Company’s policy to transact only with investment grade counterparties with a credit rating of A- or better. Valuations for the Company’s futures contracts are based on unadjusted quoted prices from an active exchange and, therefore, are classified as Level 1. The Company also has certain credit default swaps that are priced using models that primarily use market observable inputs, but contain inputs that are not observable to market participants, which have been classified as Level 3. However, all other derivative instruments are valued based on market observable inputs and are classified as Level 2. However, all other derivative instruments are valued based on market observable inputs and are classified as Level 2.

Product guarantees: The Company records reserves for product guarantees, which can be either assets or liabilities, for annuity contracts containing guaranteed credited rates in accordance with ASC 815, “Derivatives and Hedging”. The guarantee is treated as an embedded derivative or a stand-alone derivative (depending on the underlying product) and is required to be reported at fair value. The fair value of the obligation is calculated based on the income approach as described in ASC 820. The income associated with the contracts is projected using relevant actuarial and capital market assumptions, including benefits and related contract charges, over the anticipated life of the related contracts. The cash flow estimates are produced by using stochastic techniques under a variety of risk neutral scenarios and other best estimate assumptions. These derivatives are classified as Level 3 assets. Explicit risk margins in the

C-24

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

actuarial assumptions underlying valuations are included, as well as an explicit recognition of all nonperformance risks as required by US GAAP. Nonperformance risk for product guarantees contains adjustments to the fair values of these contract liabilities related to the current credit standing of ING and the Company based on credit default swaps with similar term to maturity and priority of payment. The ING credit default spread is applied to the discount factors for product guarantees in the Company’s valuation model in order to incorporate credit risk into the fair values of these product guarantees. As of December 31, 2009, the credit spread of ING and the Company changed in relation to prior periods, which resulted in an increase in the value of the derivatives for product guarantees.

The following investments are reported at values other than fair value on the Consolidated Balance Sheets, and are therefore not categorized in the fair value hierarchy:

Mortgage loans on real estate: Mortgage loans on real estate are reported at amortized cost, less impairment write-downs and allowance for losses. If the value of any mortgage loan is determined to be impaired (i.e., when it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement), the carrying value of the mortgage loan is reduced to either the present value of expected cash flows from the loan, discounted at the loan’s effective interest rate, or fair value of the collateral. For those mortgages that are determined to require foreclosure, the carrying value is reduced to the fair value of the underlying collateral, net of estimated costs to obtain and sell at the point of foreclosure. The carrying value of the impaired loans is reduced by establishing a permanent write-down recorded in Net realized capital gains (losses).

Policy loans: The reported value of policy loans is equal to the carrying, or cash surrender, value of the loans. Policy loans are fully collateralized by the account value of the associated insurance contracts.

Loan - Dutch State obligation: The reported value of the State of the Netherlands (the “Dutch State”) loan obligation is based on the outstanding loan balance plus any unamortized premium.

Limited partnerships/corporations: The carrying value for these investments, primarily private equities and hedge funds, is determined based on the Company’s degree of influence over the investee’s operating and financial policies along with the percent of the investee that the Company owns. Those investments where the Company has determined it has significant influence are accounted for under the equity method, with the remainder accounted for under the cost method.

C-25

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

Fair value estimates are made at a specific point in time, based on available market information and judgments about various financial instruments, such as estimates of timing and amounts of future cash flows. Such estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument, nor do they consider the tax impact of the realization of unrealized capital gains (losses). In many cases, the fair value estimates cannot be substantiated by comparison to independent markets, nor can the disclosed value be realized in immediate settlement of the instruments.

Repurchase Agreements

The Company engages in dollar repurchase agreements with mortgage-backed securities (“dollar rolls”) and repurchase agreements with other collateral types to increase its return on investments and improve liquidity. Such arrangements typically meet the requirements to be accounted for as financing arrangements. The Company enters into dollar roll transactions by selling existing mortgage-backed securities and concurrently entering into an agreement to repurchase similar securities within a short time frame in the future at a lower price. Under repurchase agreements, the Company borrows cash from a counterparty at an agreed upon interest rate for an agreed upon time frame and pledges collateral in the form of securities. At the end of the agreement, the counterparty returns the collateral to the Company and the Company, in turn, repays the loan amount along with the additional agreed upon interest. Company policy requires that at all times during the term of the dollar roll and repurchase agreements that cash or other collateral types obtained is sufficient to allow the Company to fund substantially all of the cost of purchasing replacement assets (the “Required Collateral Value Amount”). Cash collateral received is invested in short term investments, with the offsetting collateral liability included in Borrowed money on the Consolidated Balance Sheets. As of December 31, 2009, there are no securities pledged in dollar rolls and repurchase agreement transactions. At December 31, 2008, the carrying value of the securities pledged in dollar rolls and repurchase agreement transactions was $657.2 and is included in Securities pledged on the Consolidated Balance Sheets. The repurchase obligation related to dollar rolls and repurchase agreements, including accrued interest, totaled $0.1 and $615.3, respectively at December 31, 2009 and 2008, and is included in Borrowed money on the Consolidated Balance Sheets.

C-26

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

The Company also enters into reverse repurchase agreements. These transactions involve a purchase of securities and an agreement to sell substantially the same securities as those purchased. Company policy requires that, at all times during the term of the reverse repurchase agreements, cash or other collateral types provided is sufficient to allow the counterparty to fund substantially all of the cost of purchasing replacement assets. At December 31, 2009 and 2008, the Company did not have any securities pledged under reverse repurchase agreements.

The primary risk associated with short-term collateralized borrowings is that the counterparty will be unable to perform under the terms of the contract. The Company’s exposure is limited to the excess of the net replacement cost of the securities over the value of the short-term investments, an amount that was immaterial at December 31, 2009. The Company believes the counterparties to the dollar rolls, repurchase, and reverse repurchase agreements are financially responsible and that the counterparty risk is minimal, based on counterparty ongoing monitoring processes.

Securities Lending

The Company engages in securities lending whereby certain securities from its portfolio are loaned to other institutions for short periods of time. Initial collateral, primarily cash, is required at a rate of 102% of the market value of the loaned domestic securities. The collateral is deposited by the borrower with a lending agent, and retained and invested by the lending agent according to the Company’s guidelines to generate additional income. The market value of the loaned securities is monitored on a daily basis with additional collateral obtained or refunded as the market value of the loaned securities fluctuates. At December 31, 2009 and 2008, the fair value of loaned securities was $339.5 and $474.8, respectively, and is included in Securities pledged on the Consolidated Balance Sheets.

Derivatives

The Company’s use of derivatives is limited mainly to hedging purposes to reduce the Company’s exposure to cash flow variability of assets and liabilities, interest rate risk, credit risk, and market risk. Generally, derivatives are not accounted for using hedge accounting treatment under US GAAP, as the Company has not historically sought hedge accounting treatment.

C-27

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

The Company enters into interest rate, equity market, credit default, and currency contracts, including swaps, caps, floors, and options, to reduce and manage risks associated with changes in value, yield, price, cash flow, or exchange rates of assets or liabilities held or intended to be held, or to assume or reduce credit exposure associated with a referenced asset, index, or pool. The Company also utilizes options and futures on equity indices to reduce and manage risks associated with its annuity products. Open derivative contracts are reported as either Other investments or Other liabilities, as appropriate, on the Consolidated Balance Sheets. Changes in the fair value of such derivatives are recorded in Net realized capital gains (losses) in the Consolidated Statements of Operations.

If the Company’s current debt and claims paying ratings were downgraded in the future, the terms in the Company’s derivative agreements may be triggered, which could negatively impact overall liquidity. For the majority of the Company’s counterparties, there is a termination event should the Company’s long term debt ratings drop below BBB+/Baa1.

The Company also has investments in certain fixed maturity instruments, and has issued certain products with guarantees, that contain embedded derivatives whose market value is at least partially determined by, among other things, levels of or changes in domestic and/or foreign interest rates (short-term or long-term), exchange rates, prepayment rates, equity markets, or credit ratings/spreads.

Embedded derivatives within fixed maturity instruments are included in Fixed maturities, available-for-sale, on the Consolidated Balance Sheets, and changes in fair value are recorded in Net realized capital gains (losses) in the Consolidated Statements of Operations.

Embedded derivatives within retail annuity products are included in Future policy benefits and claims reserves on the Consolidated Balance Sheets, and changes in the fair value are recorded in Interest credited and benefits to contractowners in the Consolidated Statements of Operations.

Deferred Policy Acquisition Costs and Value of Business Acquired

General

DAC represents policy acquisition costs that have been capitalized and are subject to amortization. Such costs consist principally of certain commissions, underwriting, contract issuance, and certain agency expenses, related to the production of new and renewal business.

C-28

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

VOBA represents the outstanding value of in force business capitalized in purchase accounting when the Company was acquired and is subject to amortization. The value is based on the present value of estimated profits embedded in the Company’s contracts.

Current US GAAP guidance for universal life and investment-type products, such as fixed and variable deferred annuities, indicates DAC and VOBA are amortized, with interest, over the life of the related contracts in relation to the present value of estimated future gross profits from investment, mortality, and expense margins, plus surrender charges.

Internal Replacements

Contractowners may periodically exchange one contract for another, or make modifications to an existing contract. Beginning January 1, 2007, these transactions are identified as internal replacements and are accounted for in accordance with current US GAAP guidance for DAC related to modification or exchange of insurance contracts.

Internal replacements that are determined to result in substantially unchanged contracts are accounted for as continuations of the replaced contracts. Any costs associated with the issuance of the new contracts are considered maintenance costs and expensed as incurred. Unamortized DAC and VOBA related to the replaced contracts continue to be deferred and amortized in connection with the new contracts, as follows:

§ For deferred annuities, the estimated future gross profits of the new contracts are treated as revisions to the estimated future gross profits of the replaced contracts in the determination of amortization.

§ As of January 1, 2007, internal replacements that are determined to result in contracts that are substantially changed are accounted for as extinguishments of the replaced contracts, and any unamortized DAC and VOBA related to the replaced contracts are written off to Net amortization of deferred policy acquisition costs and value of business acquired in the Consolidated Statements of Operations.

C-29

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

Unlocking

Changes in assumptions can have a significant impact on DAC and VOBA balances and amortization rates. Several assumptions are considered significant in the estimation of future gross profits associated with variable deferred annuity products. One of the most significant assumptions involved in the estimation of future gross profits is the assumed return associated with the variable account performance. To reflect the volatility in the equity markets, this assumption involves a combination of near-term expectations and long-term assumptions regarding market performance. The overall return on the variable account is dependent on multiple factors, including the relative mix of the underlying sub-accounts among bond funds and equity funds, as well as equity sector weightings. Other significant assumptions include surrender and lapse rates, estimated interest spread, and estimated mortality.

Due to the relative size and sensitivity to minor changes in underlying assumptions of DAC and VOBA balances, the Company performs quarterly and annual analyses of DAC and VOBA. The DAC and VOBA balances are evaluated for recoverability.

At each evaluation date, actual historical gross profits are reflected, and estimated future gross profits and related assumptions are evaluated for continued reasonableness. Any adjustment in estimated future gross profits requires that the amortization rate be revised (“unlocking”), retroactively to the date of the policy or contract issuance. The cumulative unlocking adjustment is recognized as a component of current period amortization. In general, sustained increases in investment, mortality, and expense margins, and thus estimated future gross profits, lower the rate of amortization. Sustained decreases in investment, mortality, and expense margins, and thus estimated future gross profits, however, increase the rate of amortization.

Property and Equipment

Property and equipment are carried at cost, less accumulated depreciation. Expenditures for replacements and major improvements are capitalized; maintenance and repair expenditures are expensed as incurred.

C-30

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

At December 31, 2009 and 2008, total accumulated depreciation and amortization was $92.0 and $103.0, respectively. Depreciation on property and equipment is provided on a straight-line basis over the estimated useful lives of the assets with the exception of land and artwork, which are not depreciated or amortized. The Company’s property and equipment are depreciated using the following estimated useful lives.

	Estimated Useful Lives
Buildings	40 years
Furniture and fixtures	5 years
Leasehold improvements	10 years, or the life of the lease, whichever is shorter
Equipment	3 years
Software	3 years

Reserves

The Company records as liabilities reserves to meet the Company’s future obligations under its variable annuity and fixed annuity products.

Future policy benefits and claims reserves include reserves for deferred annuities and immediate annuities with and without life contingent payouts.

Reserves for individual and group deferred annuity investment contracts and individual immediate annuities without life contingent payouts are equal to cumulative deposits, less charges and withdrawals, plus credited interest thereon, net of adjustments for investment experience that the Company is entitled to reflect in future credited interest. Credited interest rates vary by product and range from 0.0% to 7.8% for the years 2009, 2008, and 2007. Certain reserves also may include net unrealized gains and losses related to investments and unamortized net realized gains and losses on investments for experience-rated contracts. Reserves on experience-rated contracts reflect the rights of contractowners, plan participants, and the Company. During 2009 and 2008, given the economic environment, which resulted in significant net realized and unrealized losses, the Company did not include the net unrealized and unamortized realized losses associated with experienced-rated contracts in Future policy benefits and claims reserves. The net unrealized losses on investments supporting experience-rated contracts are reflected in Accumulated other comprehensive (loss) income, and the amortization of realized losses has been recorded in Interest credited and other benefits to contractowners. Reserves for group immediate annuities without life contingent payouts are equal to the discounted value of the payment at the implied break-even rate.

C-31

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

Reserves for individual immediate annuities with life contingent payout benefits are computed on the basis of assumed interest discount rates, mortality, and expenses, including a margin for adverse deviations. Such assumptions generally vary by annuity type plan, year of issue, and policy duration. For the years 2009, 2008, and 2007, reserve interest rates ranged from 5.3% to 6.0%.

The Company records reserves for product guarantees, which can be either assets or liabilities, for annuity contracts containing guaranteed credited rates. The guarantee is treated as an embedded derivative or a stand-alone derivative (depending on the underlying product) and is reported at fair value in accordance with the requirements of US GAAP guidance for insurance companies, derivatives, and fair value measurements. The fair value of the obligation is calculated based on the income approach. The income associated with the contracts is projected using relevant actuarial and capital market assumptions, including benefits and related contract charges, over the anticipated life of the related contracts. The cash flow estimates are produced by using stochastic techniques under a variety of risk neutral scenarios and other best estimate assumptions. Explicit risk margins in the actuarial assumptions underlying valuations are included, as well as an explicit recognition of all nonperformance risks beginning January 1, 2008 with the adoption of new US GAAP guidance on fair value measurements. Nonperformance risk for product guarantees contain adjustment to the fair value of these contract liabilities related to the current credit standing of ING and the Company based on credit default swaps with similar term to maturity and priority of payment. The ING credit default spread is applied to the discount factors for product guarantees in the Company’s valuation model in order to incorporate credit risk into the fair value of these product guarantees.

Unpaid claims and claim expenses for all lines of insurance include benefits for reported losses and estimates of benefits for losses incurred but not reported.

Certain variable annuities offer guaranteed minimum death benefits (“GMDB”). The GMDB is accrued in the event the contractowner account value at death is below the guaranteed value and is included in reserves.

The Company’s domestic individual life insurance business was disposed of on October 1, 1998 via an indemnity reinsurance agreement. The Company includes an amount in Reinsurance recoverable on the Consolidated Balance Sheets, which equals the Company’s total individual life reserves. Individual life reserves are included in Future policy benefits and claims reserves on the Consolidated Balance Sheets.

C-32

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

Revenue Recognition

For most annuity contracts, charges assessed against contractowner funds for the cost of insurance, surrenders, expenses, and other fees are recorded as revenue as charges are assessed. Other amounts received for these contracts are reflected as deposits and are not recorded as premiums or revenue. When annuity payments with life contingencies begin under contracts that were initially investment contracts, the accumulated balance in the account is treated as a single premium for the purchase of an annuity and reflected in both Premiums and Interest credited and other benefits to contractowners in the Consolidated Statements of Operations.

Premiums on the Consolidated Statements of Operations primarily represent amounts received for immediate annuities with life contingent payouts.

Separate Accounts

Separate account assets and liabilities generally represent funds maintained to meet specific investment objectives of contractowners who bear the investment risk, subject, in limited cases, to certain minimum guarantees. Investment income and investment gains and losses generally accrue directly to such contractowners. The assets of each account are legally segregated and are not subject to claims that arise out of any other business of the Company or its affiliates.

Separate account assets supporting variable options under variable annuity contracts are invested, as designated by the contractowner or participant (who bears the investment risk subject, in limited cases, to minimum guaranteed rates) under a contract, in shares of mutual funds that are managed by the Company or its affiliates, or in other selected mutual funds not managed by the Company or its affiliates.

The Company reports separately, as assets and liabilities, investments held in the separate accounts and liabilities of separate accounts if:

§ such separate accounts are legally recognized;

§ assets supporting the contract liabilities are legally insulated from the Company’s general account liabilities;

§ investments are directed by the contractholder;

§ and, all investment performance, net of contract fees and assessments, is passed through to the contractholder.

C-33

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

The Company reports separate account assets and liabilities that meet the above criteria at fair value based on the fair value of the underlying investments. Investment income and net realized and unrealized capital gains (losses) of the separate accounts, however, are not reflected in the Consolidated Statements of Operations. The Consolidated Statements of Cash Flows do not reflect investment activity of the separate accounts.

Assets and liabilities of separate account arrangements that do not meet the above criteria for separate presentation in the Consolidated Balance Sheets (primarily the guaranteed interest option), and revenue and expenses related to such arrangements, are consolidated in the financial statements with the general account. At December 31, 2009 and 2008, unrealized capital losses of $8.8 and $53.2, respectively, after taxes, on assets supporting a guaranteed interest option are reflected in Shareholder’s equity.

Reinsurance

The Company utilizes indemnity reinsurance agreements to reduce its exposure to losses from GMDBs in its annuity insurance business. Reinsurance permits recovery of a portion of losses from reinsurers, although it does not discharge the Company’s primary liability as the direct insurer of the risks. The Company evaluates the financial strength of potential reinsurers and continually monitors the financial strength and credit ratings of its reinsurers. Only those reinsurance recoverable balances deemed probable of recovery are reflected as assets on the Company’s Consolidated Balance Sheets.

The Company has a significant concentration of reinsurance arising from the disposition of its individual life insurance business. In 1998, the Company entered into an indemnity reinsurance agreement with a subsidiary of Lincoln National Corporation (“Lincoln”). The Lincoln subsidiary established a trust to secure it obligations to the Company under the reinsurance transaction. Of the Reinsurance recoverable on the Consolidated Balance Sheets, $2.4 billion and $2.5 billion at December 31, 2009 and 2008, respectively, is related to the reinsurance recoverable from a subsidiary of Lincoln under this reinsurance agreement.

Income Taxes

The Company is taxed at regular corporate rates after adjusting income reported for financial statement purposes for certain items. Deferred income tax expenses/benefits result from changes during the year in cumulative temporary differences between the tax basis and book basis of assets and liabilities.

C-34

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

2. Investments

Fixed Maturities and Equity Securities

Fixed maturities and equity securities, available-for-sale, were as follows as of December 31, 2009.

					Gross		Gross
					Unrealized		Unrealized
			Amortized		Capital		Capital				Fair
			Cost		Gains		Losses		OTTI(2)		Value
Fixed maturities:
	U.S. Treasuries		$	1,897.2	$	3.0	$	38.3	$	-	$	1,861.9
	U.S. government agencies and
		authorities		632.5		41.1		-		-		673.6
	State, municipalities, and political
		subdivisions		112.5		2.5		7.8		-		107.2
	U.S. corporate securities:
		Public utilities		1,138.7		40.8		14.3		-		1,165.2
		Other corporate securities		4,366.5		267.4		63.2		0.6		4,570.1
	Total U.S. corporate securities			5,505.2		308.2		77.5		0.6		5,735.3
	Foreign securities(1):
		Government		343.0		29.2		8.7		-		363.5
		Other		2,922.5		129.0		56.6		0.1		2,994.8
	Total foreign securities			3,265.5		158.2		65.3		0.1		3,358.3
	Residential mortgage-backed securities			1,916.6		268.3		111.9		16.8		2,056.2
	Commercial mortgage-backed securities			1,535.0		10.4		214.3		-		1,331.1
	Other asset-backed securities			657.4		9.8		106.3		29.2		531.7
	Total fixed maturities, including
		securities pledged		15,521.9		801.5		621.4		46.7		15,655.3
	Less: securities pledged			483.7		4.3		18.2		-		469.8
Total fixed maturities				15,038.2		797.2		603.2		46.7		15,185.5
Equity securities				175.1		13.4		0.6		-		187.9
Total investments, available-for-sale			$	15,213.3	$	810.6	$	603.8	$	46.7	$	15,373.4
(1)	Primarily U.S. dollar denominated.
(2)	Represents other-than-temporary impairments reported as a component of Other comprehensive income ("noncredit
	impairments").

C-35

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

Fixed maturities and equity securities, available-for-sale, were as follows as of December 31, 2008.

					Gross		Gross
					Unrealized		Unrealized
			Amortized		Capital		Capital		Fair
			Cost		Gains		Losses		Value
Fixed maturities:
	U.S. Treasuries		$	1,391.4	$	84.5	$	0.9	$	1,475.0
	U.S. government agencies and authorities			783.2		77.2		-		860.4
	State, municipalities, and political subdivisions			72.9		0.3		17.7		55.5
	U.S. corporate securities:
		Public utilities		926.8		4.3		101.2		829.9
		Other corporate securities		3,925.4		85.7		408.8		3,602.3
	Total U.S. corporate securities			4,852.2		90.0		510.0		4,432.2
	Foreign securities(1):
		Government		409.8		4.3		63.3		350.8
		Other		2,455.4		35.0		317.8		2,172.6
	Total foreign securities			2,865.2		39.3		381.1		2,523.4
	Residential mortgage-backed securities			3,412.6		153.6		266.7		3,299.5
	Commercial mortgage-backed securities			1,601.0		0.1		370.2		1,230.9
	Other asset-backed securities			814.6		1.0		214.9		600.7
	Total fixed maturities, including
		fixed maturities pledged		15,793.1		446.0		1,761.5		14,477.6
	Less: fixed maturities pledged			1,248.8		78.9		7.8		1,319.9
Total fixed maturities				14,544.3		367.1		1,753.7		13,157.7
Equity securities				247.7		1.0		8.4		240.3
Total investments available-for-sale			$	14,792.0	$	368.1	$	1,762.1	$	13,398.0
(1) Primarily U.S. dollar denominated.

At December 31, 2009, net unrealized gains were $146.2 and at December 31, 2008, net unrealized losses were $1,322.9 on total fixed maturities, including securities pledged to creditors, and equity securities. During 2009 and 2008, as a result of the economic environment, which resulted in significant losses on investments supporting experience-rated contracts, the Company reflected all unrealized losses in Shareholder’s equity rather than Future policy benefits and claims reserves and no net unrealized losses were allocated to experience-rated contracts.

C-36

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

The amortized cost and fair value of total fixed maturities, excluding securities pledged, as of December 31, 2009, are shown below by contractual maturity. Actual maturities may differ from contractual maturities as securities may be restructured, called, or prepaid.

			Amortized		Fair
			Cost		Value
Due to mature:
	One year or less	$	250.5	$	253.1
	After one year through five years		3,942.6		4,134.7
	After five years through ten years		4,025.5		4,173.0
	After ten years		3,194.3		3,175.5
	Mortgage-backed securities		3,451.6		3,387.3
	Other asset-backed securities		657.4		531.7
Less: securities pledged			483.7		469.8
Fixed maturities, excluding securities pledged		$	15,038.2	$	15,185.5

The Company did not have any investments in a single issuer, other than obligations of the U.S. government and government agencies and the Dutch State loan obligation, with a carrying value in excess of 10.0% of the Company’s Shareholder’s equity at December 31, 2009 or 2008.

At December 31, 2009 and 2008, fixed maturities with fair values of $12.9 and $14.2, respectively, were on deposit as required by regulatory authorities.

The Company invests in various categories of collateralized mortgage obligations (“CMOs”), including CMOs that are not agency-backed, that are subject to different degrees of risk from changes in interest rates and defaults. The principal risks inherent in holding CMOs are prepayment and extension risks related to dramatic decreases and increases in interest rates resulting in the prepayment of principal from the underlying mortgages, either earlier or later than originally anticipated. At December 31, 2009 and 2008, approximately 29.4% and 15.7%, respectively, of the Company’s CMO holdings were invested in those types of CMOs which are subject to more prepayment and extension risk than traditional CMOs, such as interest-only or principal-only strips.

C-37

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

Certain CMOs, primarily interest-only and principal-only strips are accounted for as hybrid instruments and valued at fair value as allowed under a provision of current US GAAP. The fair value of these instruments at December 31, 2009 and 2008 was $233.5 and $134.0, respectively, and is included in Fixed maturities, available for sale, on the Consolidated Balance Sheets. The impact to Other net realized capital gains (losses) on the Consolidated Statements of Operations related to these hybrid instruments was $57.0 and $6.0 for the years ended December 31, 2009 and 2008, respectively.

Transfer of Alt-A RMBS Participation Interest

On January 26, 2009, ING announced it reached an agreement, for itself and on behalf of certain ING affiliates including the Company, with the Dutch State on an Illiquid Assets Back-Up Facility (the “Back-Up Facility”) covering 80% of ING’s Alt-A RMBS. Under the terms of the Back-Up Facility, a full credit risk transfer to the Dutch State was realized on 80% of ING’s Alt-A RMBS owned by ING Bank, FSB and ING affiliates within ING Insurance Americas with a book value of $36.0 billion, including book value of $802.5 of the Alt-A RMBS portfolio owned by the Company (with respect to the Company’s portfolio, the “Designated Securities Portfolio”) (the “ING-Dutch State Transaction”). As a result of the risk transfer, the Dutch State will participate in 80% of any results of the ING Alt-A RMBS portfolio. The risk transfer to the Dutch State took place at a discount of approximately 10% of par value. In addition, under the Back-Up Facility, other fees were paid both by the Company and the Dutch State. Each ING company participating in the ING-Dutch State Transaction, including the Company remains the legal owner of 100% of its Alt-A RMBS portfolio and will remain exposed to 20% of any results on the portfolio. The ING-Dutch State Transaction closed March 31, 2009, with the affiliate participation conveyance and risk transfer to the Dutch State described in the succeeding paragraph taking effect as of January 26, 2009.

In order to implement that portion of the ING-Dutch State Transaction related to the Company’s Designated Securities Portfolio, the Company entered into a participation agreement with its affiliates, ING Support Holding B.V. (“ING Support Holding”) and ING pursuant to which the Company conveyed to ING Support Holding an 80% participation interest in its Designated Securities Portfolio and will pay a periodic transaction fee, and received, as consideration for the participation, an assignment by ING Support Holding of its right to receive payments from the Dutch State under the Illiquid Assets Back-Up Facility related to the Company’s Designated Securities Portfolio among, ING, ING Support Holding and the Dutch State (the “Company Back-Up Facility”). Under the Company Back-Up Facility, the Dutch State is obligated to pay certain periodic fees and make certain periodic payments with respect to the Company’s

C-38

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

Designated Securities Portfolio, and ING Support Holding is obligated to pay a periodic guarantee fee and make periodic payments to the Dutch State equal to the distributions made with respect to the 80% participation interest in the Company’s Designated Securities Portfolio. The Dutch State payment obligation to the Company under the Company Back-Up Facility is accounted for as a loan receivable for US GAAP and is reported in Loan - Dutch State obligation on the Consolidated Balance Sheets.

Upon the closing of the transaction on March 31, 2009, the Company recognized a gain of $206.2, which was reported in Net realized capital gains (losses) on the Consolidated Statements of Operations.

In a second transaction, known as the Step 1 Cash Transfer, a portion of the Company’s Alt-A RMBS which had a book value of $4.2 was sold for cash to an affiliate, Lion II Custom Investments LLC (“Lion II”). Immediately thereafter, Lion II sold to ING Direct Bancorp the purchased securities (the “Step 2 Cash Transfer”). Contemporaneous with the Step 2 Cash Transfer, ING Direct Bancorp included such purchased securities as part of its Alt-A RMBS portfolio sale to the Dutch State. The Step 1 Cash Transfer closed on March 31, 2009, and the Company recognized a gain of $0.3 contemporaneous with the closing of the ING-Dutch State Transaction, which was reported in Net realized capital gains (losses) on the Consolidated Statements of Operations.

As part of the final restructuring plan submitted to the European Commission (“EC”) in connection with its review of the Dutch state aid to ING (the “Restructuring Plan”), ING has agreed to make additional payments to the Dutch State corresponding to an adjustment of fees for the Back-Up Facility. Under this new agreement, the terms of the ING-Dutch State Transaction which closed on March 31, 2009, including the transfer price of the Alt-A RMBS securities, will remain unaltered and the additional payments will not be borne by the Company or any other ING U.S. subsidiaries.

Equity Securities

Equity securities, available-for-sale, included investments with fair values of $119.0 and $141.0 in ING proprietary funds as of December 31, 2009 and 2008, respectively.

C-39

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

Repurchase Agreements

The Company engages in dollar repurchase agreements with mortgage-backed securities (“dollar rolls”) and repurchase agreements with other collateral types to increase its return on investments and improve liquidity. Such arrangements typically meet the requirements to be accounted for as financing arrangements. The Company enters into dollar roll transactions by selling existing mortgage-backed securities and concurrently entering into an agreement to repurchase similar securities within a short time frame in the future at a lower price. Under repurchase agreements, the Company borrows cash from a counterparty at an agreed upon interest rate for an agreed upon time frame and pledges collateral in the form of securities. At the end of the agreement, the counterparty returns the collateral to the Company and the Company, in turn, repays the loan amount along with the additional agreed upon interest. Company policy requires that at all times during the term of the dollar roll and repurchase agreements that cash or other collateral types obtained is sufficient to allow the Company to fund substantially all of the cost of purchasing replacement assets (the “Required Collateral Value Amount”). Cash collateral received is invested in short term investments, with the offsetting collateral liability included in Borrowed money on the Consolidated Balance Sheets. As of December 31, 2009, there are no securities pledged in dollar rolls and repurchase agreement transactions. At December 31, 2008, the carrying value of the securities pledged in dollar rolls and repurchase agreement transactions was $657.2 and is included in Securities pledged on the Consolidated Balance Sheets. The repurchase obligation related to dollar rolls and repurchase agreements, including accrued interest, totaled $0.1 and $615.3, respectively at December 31, 2009 and 2008, and is included in Borrowed money on the Consolidated Balance Sheets.

The Company also enters into reverse repurchase agreements. These transactions involve a purchase of securities and an agreement to sell substantially the same securities as those purchased. Company policy requires that, at all times during the term of the reverse repurchase agreements, cash or other collateral types provided is sufficient to allow the counterparty to fund substantially all of the cost of purchasing replacement assets. At December 31, 2009 and 2008, the Company did not have any securities pledged under reverse repurchase agreements.

C-40

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

The primary risk associated with short-term collateralized borrowings is that the counterparty will be unable to perform under the terms of the contract. The Company’s exposure is limited to the excess of the net replacement cost of the securities over the value of the short-term investments, an amount that was immaterial at December 31, 2009. The Company believes the counterparties to the dollar rolls, repurchase, and reverse repurchase agreements are financially responsible and that the counterparty risk is minimal, based on counterparty ongoing monitoring processes.

Securities Lending

The Company engages in securities lending whereby certain securities from its portfolio are loaned to other institutions for short periods of time. Initial collateral, primarily cash, is required at a rate of 102% of the market value of the loaned domestic securities. The collateral is deposited by the borrower with a lending agent, and retained and invested by the lending agent according to the Company’s guidelines to generate additional income. The market value of the loaned securities is monitored on a daily basis with additional collateral obtained or refunded as the market value of the loaned securities fluctuates. At December 31, 2009 and 2008, the fair value of loaned securities was $339.5 and $474.8, respectively, and is included in Securities pledged on the Consolidated Balance Sheets.

Variable Interest Entities

The Company holds certain VIEs for investment purposes. VIEs may be in the form of private placement securities, structured securities, securitization transactions, or limited partnerships. The Company has reviewed each of its holdings under current guidance and determined that consolidation of these investments in the Company’s financial statements is not required, as the Company is not the primary beneficiary for any of the investments in VIEs. Rather, the VIEs are accounted for using the cost or equity method of accounting. In addition, the Company may be exposed to the loss of asset management fees it receives for some of these structures. The carrying value of investments in VIEs of $0.1 at December 31, 2009 are included in Limited partnerships/corporations on the Consolidated Balance Sheets. Income and losses recognized on these investments are reported in Net investment income on the Consolidated Statements of Operations.

C-41

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

Unrealized Capital Losses

Unrealized capital losses (including non-credit impairments) in fixed maturities, including securities pledged to creditors, for Investment Grade (“IG”) and Below Investment Grade (“BIG”) securities by duration were as follows as of December 31, 2009 and 2008.

			2009						2008
				%ofIG			%ofIG			%ofIG			%ofIG
			IG	andBIG		BIG	andBIG		IG	andBIG	BIG		andBIG
Six months or less
	below amortized cost	$	105.5	15.7%	$	18.5	2.8%	$	169.3	9.6%	$	40.2	2.3%
More than six months and
	twelve months or less
	below amortized cost		44.0	6.6%		37.9	5.7%		511.9	29.1%		58.3	3.3%
More than twelve months
	below amortized cost		300.8	45.0%		161.4	24.2%		921.5	52.3%		60.3	3.4%
Total unrealized capital loss		$	450.3	67.3%	$	217.8	32.7%	$	1,602.7	91.0%	$	158.8	9.0%

The following table summarizes the unrealized capital losses (including non-credit impairments) by duration and reason, along with the fair value of fixed maturities, including securities pledged to creditors, in unrealized capital loss positions at December 31, 2009 and 2008.

					Morethan
			SixMonths		SixMonthsand
			orLess		TwelveMonths		Morethan		Total
			Below		orLessBelow		TwelveMonths		Unrealized
			Amortized		Amortized		Below		Capital
2009			Cost		Cost		Cost		Losses
Interest rate or spread widening		$	75.9	$	35.2	$	78.5	$	189.6
Mortgage and other asset-backed
	securities		48.1		46.7		383.7		478.5
Total unrealized capital losses		$	124.0	$	81.9	$	462.2	$	668.1
Fair value		$	2,901.8	$	212.6	$	2,127.2	$	5,241.6
2008
Interest rate or spread widening		$	144.2	$	381.7	$	383.5	$	909.4
Mortgage and other asset-backed
	securities		65.3		188.5		598.3		852.1
Total unrealized capital losses		$	209.5	$	570.2	$	981.8	$	1,761.5
Fair value		$	2,999.6	$	3,446.7	$	2,964.2	$	9,410.5

C-42

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

Unrealized capital losses (including non-credit impairments), along with the fair value of fixed maturities, including securities pledged to creditors, by market sector and duration were as follows as of December 31, 2009 and 2008.

						MoreThanSix
						MonthsandTwelve				MoreThanTwelve
		SixMonthsorLess				MonthsorLess				MonthsBelow
		BelowAmortizedCost				BelowAmortizedCost				AmortizedCost				Total
				Unrealized				Unrealized				Unrealized				Unrealized
		FairValue		CapitalLoss		FairValue		CapitalLoss		FairValue		CapitalLoss		FairValue		CapitalLoss
2009
U.S. Treasuries		$	1,002.1	$	38.3	$	-	$	-	$	-	$	-	$	1,002.1	$	38.3
U.S. corporate,
	state, and
	municipalities		1,097.0		22.7		86.1		14.9		381.2		48.3		1,564.3		85.9
Foreign			528.6		14.8		40.0		20.4		301.8		30.2		870.4		65.4
Residential
	mortgage-backed		141.1		45.4		47.7		4.2		425.3		79.1		614.1		128.7
Commercial
	mortgage-backed		105.8		1.2		27.2		35.7		757.1		177.4		890.1		214.3
Other asset-backed			27.2		1.6		11.6		6.7		261.8		127.2		300.6		135.5
Total		$	2,901.8	$	124.0	$	212.6	$	81.9	$	2,127.2	$	462.2	$	5,241.6	$	668.1
2008
U.S. Treasuries		$	482.8	$	0.9	$	-	$	-	$	-	$	-	$	482.8	$	0.9
U.S. corporate,
	state, and
	municipalities		1,104.3		89.0		1,487.4		235.9		613.4		202.8		3,205.1		527.7
Foreign			576.0		54.6		906.2		145.8		563.3		180.7		2,045.5		381.1
Residential
	mortgage-backed		621.9		48.6		610.9		94.0		646.6		124.1		1,879.4		266.7
Commercial
	mortgage-backed		84.3		2.6		285.4		69.5		821.5		298.1		1,191.2		370.2
Other asset-backed			88.1		13.7		156.8		25.1		319.4		176.1		564.3		214.9
Total		$	2,957.4	$	209.4	$	3,446.7	$	570.3	$	2,964.2	$	981.8	$	9,368.3	$	1,761.5

Of the unrealized capital losses aged more than twelve months, the average market value of the related fixed maturities was 82.2% of the average book value as of December 31, 2009. In addition, this category includes 427 securities, which have an average quality rating of A+.

C-43

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

Unrealized capital losses (including non-credit impairments) in fixed maturities, including securities pledged to creditors, for instances in which fair value declined below amortized cost by greater than or less than 20% for consecutive periods as indicated in the tables below, were as follows for December 31, 2009 and 2008.

			AmortizedCost				UnrealizedCapitalLoss			NumberofSecurities
			<20%		>20%		<20%		>20%	<20%	>20%
2009
Six months or less
	below amortized cost	$	3,652.0	$	185.0	$	168.0	$	60.7	377	98
More than six months and
	twelve months or less
	below amortized cost		734.6		247.0		40.2		124.3	120	48
More than twelve months
	below amortized cost		431.1		660.1		28.2		246.7	90	129
Total		$	4,817.7	$	1,092.1	$	236.4	$	431.7	587	275
2008
Six months or less
	below amortized cost	$	5,085.8	$	2,956.4	$	408.8	$	992.5	778	555
More than six months and
	twelve months or less
	below amortized cost		1,858.2		276.7		132.2		128.5	328	69
More than twelve months
	below amortized cost		921.6		31.3		81.6		17.9	183	15
Total		$	7,865.6	$	3,264.4	$	622.6	$	1,138.9	1,289	639

C-44

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

Unrealized capital losses (including non-credit impairments) in fixed maturities, including securities pledged to creditors, by market sector for instances in which fair value declined below amortized cost by greater than or less than 20% for consecutive periods as indicated in the tables below, were as follows for December 31, 2009 and 2008.

			AmortizedCost				UnrealizedCapitalLoss			NumberofSecurities
			<20%		>20%		<20%		>20%	<20%	>20%
2009
U.S. Treasuries		$	1,040.5	$	-	$	38.3	$	-	9	-
U.S. corporate, state and
	municipalities		1,532.2		118.0		53.5		32.4	256	23
Foreign			830.0		105.8		31.7		33.7	111	22
Residential mortgage-backed			522.0		220.8		55.1		73.6	115	109
Commercial mortgage-backed			732.4		372.0		49.3		165.0	59	39
Other asset-backed			160.5		275.5		8.5		127.0	37	82
Total		$	4,817.6	$	1,092.1	$	236.4	$	431.7	587	275
2008
U.S. Treasuries		$	483.7	$	-	$	0.9	$	-	4	-
U.S. corporate, state and
	municipalities		2,744.0		988.8		211.7		316.1	579	232
Foreign			1,728.2		698.3		144.1		237.0	285	154
Residential mortgage-backed			1,733.1		413.4		131.1		135.6	252	77
Commercial mortgage-backed			812.8		748.5		102.6		267.6	93	72
Other asset-backed			363.8		415.3		32.2		182.6	76	104
Total		$	7,865.6	$	3,264.3	$	622.6	$	1,138.9	1,289	639

During the year ended December 31, 2009, unrealized capital losses on fixed maturities decreased by $1.1 billion primarily due to the transfer of 80% interest in the Alt-A RMBS securities owned by the Company as a result of the Alt-A transaction with the Dutch State during the first quarter of 2009. In addition, improved economic conditions and tightening of credit spreads in 2009 served to increase the value of fixed maturities. These improvements were partially offset by the impact of the implementation of new US GAAP guidance on impairments in the second quarter of 2009, when certain noncredit impairments were reclassified into Other comprehensive income (loss), which previously were reported in Net realized capital gains (losses).

C-45

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

At both December 31, 2009 and 2008, the Company held 8 fixed maturities with unrealized capital losses in excess of $10.0. The unrealized capital losses on these fixed maturities equaled $118.2, or 17.7% and $206.3 or 11.7% of the total unrealized capital losses, as of December 31, 2009 and 2008, respectively.

The fair value of the Company’s fixed maturities, including securities pledged, increased $1.2 billion before tax and DAC, from December 31, 2008 through December 31, 2009 primarily due to improved economic conditions and tightening of credit spreads in 2009.

All securities with fair values less than amortized cost are included in the Company’s other-than-temporary impairment analysis, and impairments were recognized as disclosed in “Other-Than-Temporary Impairments,” which follows this section. Management determined that no additional recognition of the unrealized loss as an other-than-temporary impairment was necessary.

Other-Than-Temporary Impairments

The Company analyzes its general account investments to determine whether there has been an other-than-temporary decline in fair value below the amortized cost basis. Factors considered in this analysis include, but are not limited to, the length of time and the extent to which the fair value has been less than amortized cost, the issuer’s financial condition and near-term prospects, future economic conditions and market forecasts, interest rate changes, and changes in ratings of the security.

When assessing the Company’s intent to sell a security or if it is more likely than not it will be required to sell a security before recovery of its cost basis, management evaluates facts and circumstances such as, but not limited to, decisions to rebalance the investment portfolio and sales of investments to meet cash flow needs.

When the Company has determined it has the intent to sell or if it is more likely than not that it will be required to sell a security before recovery of its amortized cost basis and the fair value has declined below amortized cost (“intent impairment”) the individual security is written down from amortized cost to fair value and a corresponding charge is recorded in Net realized capital gains (losses) on the Consolidated Statements of Operations as an other-than-temporary impairment (“OTTI”). If the Company does not intend to sell the security nor is it more likely than not it will be required to sell the security before recovery of its amortized cost basis, but the Company has determined that there has been an other-than-temporary decline in fair value below the amortized cost basis, the OTTI is bifurcated into the amount representing the present value of the decrease

C-46

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

in cash flows expected to be collected (“credit impairment”) and the amount related to other factors (“noncredit impairment”). The credit impairment is recorded in Net realized capital gains (losses) on the Consolidated Statements of Operations. The noncredit impairment is recorded in Other comprehensive income (loss) on the Consolidated Balance Sheets in accordance with the requirements of ASC Topic 320.

In order to determine the amount of the OTTI that is considered a credit impairment, the Company estimates the recovery value by performing a discounted cash flow analysis based upon the best estimate of expected future cash flows, discounted at the effective interest rate implicit in the underlying debt security. The effective interest rate is the original yield for a fixed rate security or current coupon yield for a floating rate security.

The following table identifies the Company’s credit-related and intent-related impairments included in the Consolidated Statements of Operations, excluding noncredit impairments included in Other comprehensive income (loss) by type for the years ended December 31, 2009, 2008, and 2007.

			2009			2008			2007
				No.of			No.of			No.of
			Impairment	Securities		Impairment	Securities		Impairment	Securities
U.S. Treasuries		$	156.0	15	$	-	-	$	-	-
U.S. corporate			47.8	57		283.2	233		36.3	113
Foreign(1)			50.6	42		108.9	94		19.1	54
Residential mortgage-backed			31.6	69		349.3	194		7.1	30
Commercial mortgage-backed			17.7	11		220.8	29		-	-
Other asset-backed			43.4	32		24.8	35		10.5	21
Equity securities			19.5	9		55.1	17		-	-
Limited partnerships			17.6	17		6.6	6		3.0	1
Mortgage loans on real estate			10.3	4		3.8	1		-	-
Total		$	394.5	256	$	1,052.5	609	$	76.0	219
(1)	Primarily U.S. dollar denominated.

The above schedule includes $112.2, $235.8, and $16.4, in other-than-temporary write-downs for the years ended December 31, 2009, 2008, and 2007, respectively, related to credit impairments, which are recognized in earnings. The remaining $282.3, $816.7, and $59.6 in write-downs for the years ended December 31, 2009, 2008, and 2007, respectively, are related to intent impairments.

C-47

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

The following table summarizes these intent impairments, which are also recognized in earnings by type for the years ended December 31, 2009, 2008, and 2007.

			2009			2008			2007
				No.of			No.of			No.of
			Impairment	Securities		Impairment	Securities		Impairment	Securities
U.S. Treasuries		$	156.0	15	$	-	-	$	-	-
U.S. corporate			35.9	42		204.5	180		31.6	102
Foreign(1)			48.7	41		81.3	78		19.1	54
Residential mortgage-backed			2.4	1		291.8	128		2.6	2
Commercial mortgage-backed			17.7	11		220.8	29		-	-
Other asset-backed			21.6	10		18.3	14		6.3	16
Total		$	282.3	120	$	816.7	429	$	59.6	174
(1)	Primarily U.S. dollar denominated.

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

The following table identifies the noncredit impairments recognized in Other comprehensive income (loss) by type for the year ended December 31, 2009.

		2009
				No.of
			Impairment	Securities
U.S. corporate		$	0.6	2
Foreign(1)			0.1	3
Residential mortgage-backed			16.8	29
Other asset-backed			29.2	17
Total		$	46.7	51
(1)	Primarily U.S. dollar denominated.

The fair value of the fixed maturities with other-than-temporary impairments at December 31, 2009, 2008, and 2007 was $2,964.4, $2,136.5, and $1,210.8, respectively.

C-48

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

The following table identifies the amount of credit impairments on fixed maturities held by the Company as of the dates indicated, for which a portion of the OTTI loss was recognized in Other comprehensive income (loss), and the corresponding changes in such amounts.

			2009
Balance at April 1, 2009(1)			$	25.1
	Additional credit impairments:
		On securities not previously impaired		13.6
		On securities previously impaired		8.8
	Reductions:
		Securities sold, matured, prepaid or paid down		(1.5)
Balance at December 31, 2009			$	46.0
(1)	Represents credit losses remaining in Retained earnings related to the adoption of new guidance on
	OTTI, included in ASC Topic 320, on April 1, 2009.

Net Investment Income

Sources of Net investment income were as follows for the years ended December 31, 2009, 2008, and 2007.

		2009		2008		2007
Fixed maturities, available-for-sale	$	1,125.7	$	1,019.3	$	895.5
Equity securities, available-for-sale		15.4		(13.2)		38.5
Mortgage loans on real estate		111.3		116.0		118.5
Real estate		6.6		9.0		-
Policy loans		13.7		14.2		14.1
Short-term investments and cash equivalents		2.4		5.8		2.2
Other		18.4		12.7		88.3
Gross investment income		1,293.5		1,163.8		1,157.1
Less: investment expenses		39.8		80.1		102.4
Net investment income	$	1,253.7	$	1,083.7	$	1,054.7

Net Realized Capital Gains (Losses)

Net realized capital gains (losses) are comprised of the difference between the amortized cost of investments and proceeds from sale and redemption, as well as losses incurred due to the credit-related and intent-related other-than-temporary impairment of investments and changes in fair value of derivatives. The cost of the investments on disposal is determined based on specific identification of securities. Net realized capital gains (losses) on investments were as follows for the years ended December 31, 2009, 2008, and 2007.

C-49

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

			2009		2008		2007
Fixed maturities, available-for-sale, including
	net OTTI of  $(347.1), $(987.0), and $(73.0)
	in 2009, 2008, and 2007, respectively	$	(35.5)	$	(990.8)	$	(50.3)
Equity securities, available-for-sale, including
	net OTTI of  $(19.5), $(55.1), and $0.0
	in 2009, 2008, and 2007, respectively		(2.9)		(81.0)		6.4
Derivatives			(190.2)		(187.0)		(123.0)
Other investments, including net OTTI
	of $(27.9), $(10.4), and $(3.0)
	in 2009, 2008, and 2007, respectively		(14.8)		(18.7)		(2.6)
Less: allocation to experience-rated contracts,
	including net OTTI of $(175.5), $(439.1), and
	$(49.9) in 2009, 2008, and 2007, respectively		11.3		624.4		141.9
Net realized capital losses		$	(232.1)	$	(653.1)	$	(27.6)
After-tax net realized capital losses including
	tax valuation allowance of $92.2 for 2009
	and of $(328.0) for 2008	$	(58.7)	$	(752.5)	$	(17.9)

The decline in Net realized capital losses for the year ended December 31, 2009, was primarily due to a decline in impairments related to improved market conditions which began in the latter part of the first quarter of 2009, as well as the implementation of new US GAAP guidance on impairments in the second quarter of 2009, which resulted in the transfer of noncredit related impairments to Other comprehensive income (loss). Also contributing to the decline was a gain of $206.2 recognized in the first quarter of 2009 on the transfer of an 80% interest in the Company’s Alt-A residential mortgage-backed securities to the Dutch State as well as gains on the sale of equity securities driven by improvements in equity market conditions.

Net realized capital gains (losses) allocated to experience-rated contracts are deducted from Net realized capital gains (losses) and an offsetting amount was reflected in Future policy benefits and claim reserves on the Consolidated Balance Sheets. During 2008 and continuing in 2009, as a result of the economic environment, which resulted in significant realized losses associated with experience-rated contracts, the Company accelerated amortization of realized losses rather than reflect those losses in Future policy benefits and claims reserves. During 2009 and 2008, the Company fully amortized $11.3 and $624.4, respectively, of net unamortized realized capital losses allocated to experience-rated contractowners, which are reflected in Interest credited and other benefits to contractowners in the Consolidated Statements of Operations. Net unamortized realized capital gains allocated to experienced-rated contractowners were $53.8 at

C-50

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

December 31, 2007 and were reflected in Future policy benefits and claims reserves.

Proceeds from the sale of fixed maturities and equity securities, available-for-sale, and the related gross realized gains and losses, including those related to experience-related contracts, were as follows for the years ended December 31, 2009, 2008, and 2007.

		2009		2008		2007
Proceeds on sales	$	4,674.6	$	8,426.5	$	5,738.8
Gross gains		228.5		120.0		66.4
Gross losses		87.4		234.4		101.2

3. Financial Instruments

Fair Value Measurements

ASC Topic 820, “Fair Value Measurements and Disclosures”, defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value, and enhances disclosure requirements for fair value measurements.

Fair Value Hierarchy

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

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

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

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

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

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

C-51

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

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

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

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

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

The following tables present the Company’s hierarchy for its assets and liabilities measured at fair value on a recurring basis as of December 31, 2009 and 2008.

			2009
				Level1		Level2		Level3(1)		Total
Assets:
	Fixed maturities, available-for-sale,
		including securities pledged	$	1,861.8	$	12,320.6	$	1,472.9	$	15,655.3
	Equity securities, available-for-sale			148.1		-		39.8		187.9
	Derivatives			-		129.0		-		129.0
	Cash and cash equivalents, short-term
		investments, and short-term investments
		under securities loan agreement		1,128.0		1.8		-		1,129.8
	Assets held in separate accounts			34,936.7		6,433.1		-		41,369.8
Total			$	38,074.6	$	18,884.5	$	1,512.7	$	58,471.8
Liabilities:
	Product guarantees		$	-	$	-	$	6.0	$	6.0
	Derivatives			-		283.4		48.3		331.7
Total			$	-	$	283.4	$	54.3	$	337.7
(1)	Level 3 net assets and liabilities accounted for 2.5% of total net assets and liabilities measured at fair value
	on a recurring basis.  Excluding separate accounts assets for which the policyholder bears the risk, the Level 3
	net assets and liabilities in relation to total net assets and liabilities measured at fair value on a recurring basis totaled 8.7%.

C-52

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

			2008
				Level1		Level2		Level3(1)		Total
Assets:
	Fixed maturities, available-for-sale,
		including securities pledged	$	1,481.7	$	10,704.3	$	2,291.6	$	14,477.6
	Equity securities, available-for-sale			240.3		-		-		240.3
	Derivatives			-		235.2		-		235.2
	Cash and cash equivalents, short-term
		investments, and short-term investments
		under securities loan agreement		711.1		18.2		-		729.3
	Assets held in separate accounts			30,547.6		5,380.1		-		35,927.7
Total			$	32,980.7	$	16,337.8	$	2,291.6	$	51,610.1
Liabilities:
	Product guarantees		$	-	$	-	$	220.0	$	220.0
	Derivatives			-		470.5		73.6		544.1
Total			$	-	$	470.5	$	293.6	$	764.1
(1)	Level 3 net assets and liabilities accounted for 3.9% of total net assets and liabilities measured at fair value
	on a recurring basis.  Excluding separate accounts assets for which the policyholder bears the risk, the Level 3
	net assets and liabilities in relation to total net assets and liabilities measured at fair value on a recurring basis totaled 13.4%.

Valuation of Financial Assets and Liabilities

The Company utilizes a number of valuation methodologies to determine the fair values of its financial assets and liabilities in conformity with the concepts of “exit price” and the fair value hierarchy as prescribed in ASC Topic 820. Valuations are obtained from third party commercial pricing services, brokers, and industry-standard, vendor-provided software that models the value based on market observable inputs. The valuations obtained from brokers and third party commercial pricing services are non-binding. The valuations are reviewed and validated monthly through the internal valuation committee price variance review, comparisons to internal pricing models, back testing to recent trades, or monitoring of trading volumes.

All valuation methods and assumptions are validated at least quarterly to ensure the accuracy and relevance of the fair values. There were no material changes to the valuation methods or assumptions used to determine fair values during 2009.

C-53

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

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

Fixed maturities, available-for-sale: The fair values for the actively traded marketable bonds are determined based upon the quoted market prices and are classified as Level 1 assets. The fair values for marketable bonds without an active market, excluding subprime residential mortgage-backed securities, are obtained through several commercial pricing services, which provide the estimated fair values, and are classified as Level 2 assets. These services incorporate a variety of market observable information in their valuation techniques, including benchmark yields, broker-dealer quotes, credit quality, issuer spreads, bids, offers and other reference data.

Fair values of privately placed bonds are determined using a matrix-based pricing model and are classified as Level 2 assets. The model considers the current level of risk-free interest rates, current corporate spreads, the credit quality of the issuer, and cash flow characteristics of the security. Also considered are factors such as the net worth of the borrower, the value of collateral, the capital structure of the borrower, the presence of guarantees, and the Company’s evaluation of the borrower’s ability to compete in its relevant market. Using this data, the model generates estimated market values, which the Company considers reflective of the fair value of each privately placed bond.

The fair values for certain collateralized mortgage obligations (“CMO-Bs”) are determined by taking the average of broker quotes when more than one broker quote is provided. Approximately three broker quotes are currently being provided for these securities. A few of the CMO-Bs are priced by the originating broker due to the complexity and unique characteristics of the assets. CMO-Bs are classified as Level 3 assets due to the lack of corroborating evidence to support a higher level and the inactivity of the market for these bonds.

Trading activity for the Company’s Residential Mortgage-backed Securities (“RMBS”), particularly subprime and Alt-A RMBS, declined during 2008 as a result of the dislocation of the credit markets. During 2008 and 2009, the Company continued to obtain pricing information from commercial pricing services and brokers. However, the pricing for subprime and Alt-A RMBS did not represent regularly occurring market transactions since the trading activity declined significantly in the second half of 2008. As a result, the Company concluded in the second half of 2008 that the market for subprime and Alt-A RMBS was inactive and classified these securities as Level 3 assets. The Company did not change its valuation procedures, which are consistent with those used for Level 2 marketable bonds without an active market, as a result of determining that the market was inactive. While the market for subprime and Alt-

C-54

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

A RMBS remained largely inactive in the first half of 2009 compared to prior years, the Company noted an increase in trade activity of Alt-A RMBS during the second half of 2009. Therefore, the Company determined that the Alt-A RMBS should be transferred to Level 2 of the valuation hierarchy as its overall assessment of the market is that it is now active. The market for subprime RMBS remains largely inactive, and as such these securities will remain in Level 3 of the valuation hierarchy. The Company will continue to monitor market activity for RMBS to determine proper classification in the valuation hierarchy.

Broker quotes and prices obtained from pricing services are reviewed and validated monthly through an internal valuation committee price variance review, comparisons to internal pricing models, back testing to recent trades, or monitoring of trading volumes. At December 31, 2009, $93.4 and $11.2 billion of a total of $15.7 billion in fixed maturities were valued using unadjusted broker quotes and unadjusted prices obtained from pricing services, respectively, and verified through the review process. The remaining balance in fixed maturities consisted primarily of privately placed bonds valued using a matrix-based pricing model and CMO-Bs valued using average broker quotes.

Generally, the Company does not obtain more than one vendor price from pricing services per instrument. The Company uses a hierarchy process in which prices are obtained from a primary vendor, and, if that vendor is unable to provide the price, the next vendor in the hierarchy is contacted until a price is obtained or it is determined that a price cannot be obtained from a commercial pricing service. When a price cannot be obtained from a commercial pricing service, broker quotes are solicited. All prices and broker quotes obtained, with the exception of CMO-B securities, go through the review process described above including valuations for which only one broker quote is obtained. After review, for those instruments where the price is determined to be appropriate, the unadjusted price provided is used for financial statement valuation. If it is determined that the price is questionable, another price may be requested from a different vendor. The internal valuation committee then reviews all prices for the instrument again, along with information from the review, to determine which price best represents “exit price” for the instrument.

Equity securities, available-for-sale: Fair values of publicly traded equity securities are based upon quoted market price and are classified as Level 1 assets. Other equity securities, typically private equities or equity securities not traded on an exchange, are valued by other sources such as analytics or brokers and are classified as Level 3 assets.

C-55

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

Cash and cash equivalents, Short-term investments, and Short-term investments under securities loan agreement: The carrying amounts for cash reflect the assets’ fair values. The fair values for cash equivalents and short-term investments are determined based on quoted market prices. These assets are classified as Level 1. Other short-term investments are valued and classified in the fair value hierarchy consistent with the policies described herein, depending on investment type.

Assets held in separate accounts: Assets held in separate accounts are reported at the quoted fair values of the underlying investments in the separate accounts. The underlying investments include mutual funds, short-term investments and cash, the valuations of which are based upon a quoted market price and are included in Level 1. Bond valuations are obtained from third party commercial pricing services and brokers and are classified in the fair value hierarchy as Level 1 or Level 2 assets consistent with the policies described above for Fixed maturities.

Derivatives: The carrying amounts for these financial instruments, which can be assets or liabilities, reflect the fair value of the assets and liabilities. Derivatives are carried at fair value (on the Consolidated Balance Sheets), which is determined using the Company’s derivative accounting system in conjunction with observable key financial data from third party sources, such as yield curves, exchange rates, Standard & Poor’s (“S&P”) 500 Index prices, and London Inter Bank Offered Rates (“LIBOR”), or through values established by third party brokers. Counterparty credit risk is considered and incorporated in the Company’s valuation process through counterparty credit rating requirements and monitoring of overall exposure. It is the Company’s policy to transact only with investment grade counterparties with a credit rating of A- or better. Valuations for the Company’s futures contracts are based on unadjusted quoted prices from an active exchange and, therefore, are classified as Level 1. The Company also has certain credit default swaps that are priced using models that primarily use market observable inputs, but contain inputs that are not observable to market participants, which have been classified as Level 3. However, all other derivative instruments are valued based on market observable inputs and are classified as Level 2.

Product guarantees: The Company records reserves for product guarantees, which can be either assets or liabilities, for annuity contracts containing guaranteed credited rates in accordance with ASC 815, “Derivatives and Hedging”. The guarantee is treated as an embedded derivative or a stand-alone derivative (depending on the underlying product) and is required to be reported at fair value. The fair value of the obligation is calculated based on the income approach as described in ASC 820. The income associated with the contracts is projected using relevant actuarial and capital market assumptions, including benefits and related contract charges, over the anticipated life of the related

C-56

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

contracts. The cash flow estimates are produced by using stochastic techniques under a variety of risk neutral scenarios and other best estimate assumptions. These derivatives are classified as Level 3 assets. Explicit risk margins in the actuarial assumptions underlying valuations are included, as well as an explicit recognition of all nonperformance risks as required by US GAAP. Nonperformance risk for product guarantees contains adjustments to the fair values of these contract liabilities related to the current credit standing of ING and the Company based on credit default swaps with similar term to maturity and priority of payment. The ING credit default spread is applied to the discount factors for product guarantees in the Company’s valuation model in order to incorporate credit risk into the fair values of these product guarantees. As of December 31, 2009, the credit spread of ING and the Company changed in relation to prior periods, which resulted in an increase in the value of the derivatives for product guarantees.

The following disclosures are made in accordance with the requirements of ASC 825, “Financial Instruments”, which requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates, in many cases, could not be realized in immediate settlement of the instrument.

ASC 825 excludes certain financial instruments, including insurance contracts, and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.

The following valuation methods and assumptions were used by the Company in estimating the fair value of the following financial instruments, which are not carried at fair value on the Consolidated Balance Sheets and therefore not categorized in the fair value hierarchy:

Limited partnerships/corporations: The fair value for these investments, primarily private equities and hedge funds, is estimated based on the Net Asset Value (“NAV”) as provided by the investee.

C-57

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

Mortgage loans on real estate: The fair values for mortgage loans on real estate are estimated using discounted cash flow analyses and rates currently being offered in the marketplace for similar loans to borrowers with similar credit ratings. Loans with similar characteristics are aggregated for purposes of the calculations.

Loan - Dutch State obligation: The fair value of the Dutch State loan obligation is estimated utilizing discounted cash flows at market risk-free rates adjusted for credit spreads.

Policy loans: The fair value of policy loans is equal to the carrying, or cash surrender, value of the loans. Policy loans are fully collateralized by the account value of the associated insurance contracts.

Investment contract liabilities (included in Future policy benefits and claims reserves):

With a fixed maturity: Fair value is estimated by discounting cash flows at interest rates currently being offered by, or available to, the Company for similar contracts.

Without a fixed maturity: Fair value is estimated as the amount payable to the contractowner upon demand. However, the Company has the right under such contracts to delay payment of withdrawals, which may ultimately result in paying an amount different than that determined to be payable on demand.

Notes receivable from affiliates: Estimated fair value of the Company’s notes receivable from affiliates is based upon discounted future cash flows using a discount rate approximating the current market value.

C-58

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

The carrying values and estimated fair values of certain of the Company’s financial instruments were as follows at December 31, 2009 and 2008.

				2009				2008
				Carrying		Fair		Carrying		Fair
				Value		Value		Value		Value
Assets:
	Fixed maturities, available-for-sale,
		including securities pledged	$	15,655.3	$	15,655.3	$	14,477.6	$	14,477.6
	Equity securities, available-for-sale			187.9		187.9		240.3		240.3
	Mortgage loans on real estate			1,874.5		1,792.8		2,107.8		2,027.9
	Loan-Dutch State obligation			674.1		645.5		-		-
	Policy loans			254.7		254.7		267.8		267.8
	Cash, cash equivalents, short-term
		investments, and short-term
		investments under securities
		loan agreement		1,129.8		1,129.8		729.3		729.3
	Derivatives			129.0		129.0		235.2		235.2
	Notes receivable from affiliates			175.0		169.6		175.0		175.0
	Assets held in separate accounts			41,369.8		41,369.8		35,927.7		35,927.7
Liabilities:
	Investment contract liabilities:
		With a fixed maturity		1,359.0		1,450.4		1,529.4		1,610.6
		Without a fixed maturity		16,441.2		17,688.4		15,611.8		17,237.9
	Product guarantees			6.0		6.0		220.0		220.0
	Derivatives			331.7		331.7		544.1		544.1

Fair value estimates are made at a specific point in time, based on available market information and judgments about various financial instruments, such as estimates of timing and amounts of future cash flows. Such estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument, nor do they consider the tax impact of the realization of unrealized capital gains (losses). In many cases, the fair value estimates cannot be substantiated by comparison to independent markets, nor can the disclosed value be realized in immediate settlement of the instruments. In evaluating the Company’s management of interest rate, price, and liquidity risks, the fair values of all assets and liabilities should be taken into consideration, not only those presented above.

C-59

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

Level 3 Financial Instruments

The fair values of certain assets and liabilities are determined using prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement (i.e., Level 3 as defined by ASC 820), including but not limited to liquidity spreads for investments within markets deemed not currently active. These valuations, whether derived internally or obtained from a third party, use critical assumptions that are not widely available to estimate market participant expectations in valuing the asset or liability. In addition, the Company has determined, for certain financial instruments, an active market is such a significant input to determine fair value that the presence of an inactive market may lead to classification in Level 3. In light of the methodologies employed to obtain the fair value of financial assets and liabilities classified as Level 3, additional information is presented below, with particular attention addressed to the reserves for product guarantees due to the impact on the Company’s results of operations.

C-60

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

The following tables summarize the change in fair value of the Company’s Level 3 assets and liabilities for the year ended December 31, 2009 and 2008.

				Fixedmaturities,			Equity
				available-for-sale,			securities,
				including			available-					Product
				securitiespledged			for-sale		Derivatives			Guarantees
Balance at January 1, 2009			$	2,291.6		$	-	$	(73.6)		$	(220.0)
	Capital gains (losses):
		Net realized capital (losses) gains		(41.2)	(1)		(11.0)		5.9	(3)		219.4	(4)
		Net unrealized capital gains(2)		137.7			5.3		-			-
	Total net realized and unrealized
		capital gains (losses)		96.5			(5.7)		5.9			219.4
	Purchases, sales, issuances,
		and settlements, net		(432.7)			1.0		11.6			(5.4)
	Transfers in to Level 3			-			44.5		-			-
	Transfers out of Level 3			(482.5)			-		7.8			-
Balance at December 31, 2009			$	1,472.9			39.8	$	(48.3)		$	(6.0)
Balance at January 1, 2008			$	1,737.6		$	-	$	-		$	(76.4)
	Capital gains (losses):
		Net realized capital losses		(72.6)	(1)		-		(29.3)	(3)		(139.6)	(4)
		Net unrealized capital gains(2)		71.8			-		-			-
	Total net realized and unrealized
		capital losses		(0.8)			-		(29.3)			(139.6)
	Purchases, sales, issuances,
		and settlements, net		(171.7)			-		21.5			(4.0)
	Transfers in to Level 3			726.5			-		(65.8)			-
Balance at December 31, 2008			$	2,291.6		$	-	$	(73.6)		$	(220.0)
(1)	This amount is included in Net realized capital gains (losses) with $(79.8) and $5.4 for the years ended December 31, 2009
	and 2008, respectively, related to the amortization of book value included in Net investment income on the Consolidated
	Statements of Operations.
(2)	The amounts in this line are included in Accumulated other comprehensive income (loss) on the Consolidated Balance Sheets.
(3)	This amount is included in Net realized capital gains (losses) on the Consolidated Statements of Operations and contains
	unrealized gains (losses) on Level 3 derivatives held at December 31, 2009 and 2008.  All gains and losses on these Level 3
	assets are classified as realized gains (losses) for the purpose of this disclosure because it is impractical to track realized and
	unrealized gains (losses) on a contract-by-contract basis.
(4)	This amount is included in Interest credited and other benefits to contractowners on the Consolidated Statements of Operations.
	All gains and losses on these Level 3 liabilities are classified as realized gains (losses) for the purpose of this disclosure because it
	is impracticable to track realized and unrealized gains (losses) separately on a contract-by-contract basis.

C-61

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

Changes in Level 3 fair value balances are discussed below by investment type.

Fixed Maturities available-for-sale, including securities pledged: The amount of Level 3 fixed maturities for the year ended December 31, 2009, declined mainly due to the transfer of 80% interest in the Company’s Alt-A residential mortgage-backed securities to the Dutch State during the first quarter of 2009. The unrealized capital gains on Level 3 fixed maturities for the year ended December 31, 2009, represent the decrease in unrealized losses due to the decrease in the Level 3 fixed maturities portfolio related to the Dutch State Transaction, as well as increases in the value of fixed maturities as the markets improved in the latter part of 2009. Transfers out of Level 3 for the year ended December 31, 2009, represent the movement of Alt-A mortgage-backed securities to Level 2, as the market became active again for these securities at the end of 2009. The increase in Level 3 fixed maturities for the year ended December 31, 2008, was related to the Company’s determination that subprime and Alt-A RMBS should be classified as Level 3 due to decreased levels of corroborating market activity for these securities.

Equity securities, available-for-sale: Equity securities transferred into Level 3 in 2009 represent private equities or equity securities not traded on an exchange, which are valued by sources other than a pricing service such as analytics or brokers.

Derivatives: Fair value of Level 3 derivatives declined for the year ended December 31, 2009, primarily due to the transfer from Level 3 to Level 1 of futures contracts, which are valued based on unadjusted prices from an active exchange. Level 3 derivatives for the year ended December 31, 2008 increased due to the transfer in of subprime and Alt-A RMBS due to significantly reduced market activity.

Product guarantees: For the year ended December 31, 2009, the value of the liability related to product guarantees decreased as an increase in interest rates and market values increased customer account balances and decreased the Company’s liability. As of December 31, 2009, the net realized gains attributable to credit risk were $5.0. For the year ended December 31, 2008, liabilities related to product guarantees increased as deterioration in the economic environment led to lower customer account balances and increased the Company’s liability.

C-62

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

Derivative Financial Instruments

See the Organization & Significant Accounting Policies footnote for disclosure regarding the Company’s purpose for entering into derivatives and the policies on valuation and classification of derivatives. In addition, the Company’s derivatives are generally not accounted for using hedge accounting treatment under US GAAP, as the Company has not historically sought hedge accounting treatment. The Company enters into the following derivatives:

Interest rate swaps: Interest rate swaps are used to manage the interest rate risk in the Company’s fixed maturity portfolio, as well as the Company’s liabilities. Interest rate swaps represent contracts that require the exchange of cash flows at regular interim periods, typically monthly or quarterly.

Foreign exchange swaps: Foreign exchange swaps are used to reduce the risk of a change in the value, yield, or cash flow with respect to invested assets. Foreign exchange swaps represent contracts that require the exchange of foreign currency cash flows for U.S. dollar cash flows at regular interim periods, typically quarterly or semi-annually.

Credit default swaps: Credit default swaps are used to reduce the credit loss exposure with respect to certain assets that the Company owns, or to assume credit exposure on certain assets that the Company does not own. Payments are made to or received from the counterparty at specified intervals and amounts for the purchase or sale of credit protection. In the event of a default on the underlying credit exposure, the Company will either receive an additional payment (purchased credit protection) or will be required to make an additional payment (sold credit protection) equal to par minus recovery value of the swap contract.

Forwards: Forwards are acquired to hedge the Company’s CMO-B portfolio against movements in interest rates, particularly mortgage rates. On the settlement date, the Company will either receive a payment (interest rate drops on purchased forwards or interest rate rises on sold forwards) or will be required to make a payment (interest rate rises on purchased forwards or interest rate drops on sold forwards).

Swaptions: Swaptions are used to manage interest rate risk in the Company’s collateralized mortgage obligations portfolio. Swaptions are contracts that give the Company the option to enter into an interest rate swap at a specific future date.

C-63

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

Futures: Futures contracts are used to hedge against a decrease in certain equity indices. Such decreases may result in a decrease in variable annuity account values, which would increase the possibility of the Company incurring an expense for guaranteed benefits in excess of account values. A decrease in variable annuity account values would also result in lower fee income. A decrease in equity markets may also negatively impact the Company’s investment in equity securities. The futures income would serve to offset these effects. Futures contracts are also used to hedge against an increase in certain equity indices. Such increases may result in increased payments to contract holders of fixed indexed annuity contracts, and the futures income would serve to offset this increased expense. The underlying reserve liabilities are valued under ASC 820, ASC 815 and ASC 944. The change in reserve liabilities is recorded in Interest credited and other benefits to contractowners in the Consolidated Statements of Operations.

Interest rate caps: Interest rate caps are used to manage the interest rate risk in the Company’s fixed maturity portfolio. Interest rate caps are purchased contracts that are used by the Company to hedge annuity products in an increasing interest rate environment.

Managed Custody Guarantees: The Company issued certain credited rate guarantees on externally managed variable bond funds that represent stand alone derivatives. The market value is partially determined by, among other things, levels of or changes in interest rates, prepayment rates, and credit ratings/spreads.

Embedded derivatives: The Company also has investments in certain fixed maturity instruments, and has issued certain retail annuity products, that contain embedded derivatives whose market value is at least partially determined by, among other things, levels of or changes in domestic and/or foreign interest rates (short-term or long-term), exchange rates, prepayment rates, equity rates, or credit ratings/spreads.

C-64

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

The notional amounts and fair values of derivatives were as follows as of December 31, 2009 and 2008.

			2009					2008
			Notional		Asset		Liability	Notional		Asset		Liability
			Amount		FairValue		FairValue	Amount		FairValue		FairValue
Interest rate swaps(1)			5,909.4	$	86.8	$	(228.8)	7,207.2	$	207.6	$	(439.6)
Foreign exchange swaps(1)			199.5		-		(43.3)	199.5		3.1		(21.7)
Credit default swaps(1)			243.9		0.2		(53.6)	341.1		16.1		(75.0)
Forwards(1)			-		-		-	263.0		3.3		-
Swaptions(1)			90.7		0.5		-	2,521.5		5.1		-
Futures(1)			-		-		-	580.6		-		(7.8)
Interest rate caps(1)			3,750.0		41.5		(6.0)	-		-		-
Managed custody
	guarantees(3)		N/A*		-		(6.0)	N/A*		-		(40.0)
Embedded derivatives:
	Within securities(2)		N/A*		46.4		(0.1)	N/A*		123.7		-
	Within retail annuity
		products(3)	N/A*		-		-	N/A*		-		(180.0)
Total			10,193.5	$	175.4	$	(337.8)	11,112.9	$	358.9	$	(764.1)
*	N/A - Not applicable.
(1)	The fair values of these derivatives are reported in Derivatives or Other liabilities on the Consolidated Balance Sheets.
(2)	The fair values of embedded derivatives within securities are reported in Fixed maturities, available-for-sale, on the
	Consolidated Balance Sheets with the underlying instrument.
(3)	The fair values of embedded derivatives within retail annuity products and managed custody guarantees are reported
	in Future policy benefits and claim reserves on the Consolidated Balance Sheets.

C-65

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

Net realized gains (losses) on derivatives were as follows for the years ended December 31, 2009 and 2008.

			2009		2008
Interest rate swaps(1)		$	(109.5)	$	(198.4)
Foreign exchange swaps(1)			(23.3)		29.1
Credit default swaps(1)			(16.5)		(12.3)
Forwards(1)			13.1		27.2
Swaptions(1)			(4.9)		(6.2)
Futures(1)			(49.0)		(29.3)
Interest rate caps(1)			(0.1)		2.1
Managed custody guarantees(2)			34.0		(40.0)
Embedded derivatives:
	Within securities(2)		(77.4)		82.0
	Within retail annuity products(2)		185.4		(99.6)
Other			-		0.8
Total		$	(48.2)	$	(244.6)
(1)	Changes in value are included in Net realized capital losses on the Consolidated Statements of Operations.
(2)	Changes in value are included in Interest credited and other benefits to contractowners on the Consolidated
	Statements of Operations.

Credit Default Swaps

The Company has entered into various credit default swaps. When credit default swaps are sold, the Company assumes credit exposure to certain assets that it does not own. Credit default swaps may also be purchased to reduce credit exposure in the Company’s portfolio. Credit default swaps involve a transfer of credit risk from one party to another in exchange for periodic payments. These instruments are typically written for a maturity period of five years and do not contain recourse provisions, which would enable the seller to recover from third parties. The Company has International Swaps and Derivatives Association, Inc. (“ISDA”) agreements with each counterparty with which it conducts business and tracks the collateral positions for each counterparty. To the extent cash collateral is received, it is included in Payables under securities loan agreement, including collateral held, on the Consolidated Balance Sheets and is reinvested in short-term investments. The source of non-cash collateral posted was investment grade bonds of the entity. Collateral held is used in accordance with the Credit Support Annex (“CSA”) to satisfy any obligations. Investment grade bonds owned by the Company are the source of noncash collateral posted, which is reported in Securities pledged on the Consolidated Balance Sheets. In the event of a default on the underlying credit exposure, the Company will either receive an additional payment (purchased credit protection) or will be required to make an additional payment (sold credit protection) equal to par minus recovery value of the swap contract. At December 31, 2009, the fair value of credit default swaps of $0.2 and

C-66

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

$53.6 was included in Derivatives and Other liabilities, respectively, on the Consolidated Balance Sheets. At December 31, 2008, the fair value of credit default swaps of $16.1 and $75.0 was included in Derivatives and Other liabilities, respectively, on the Consolidated Balance Sheets. As of December 31, 2009 and 2008, the maximum potential future exposure to the Company on the sale of credit protection under credit default swaps was $84.4 and $161.0, respectively.

Variable Interest Entities

The Company holds certain VIEs for investment purposes. VIEs may be in the form of private placement securities, structured securities, securitization transactions, or limited partnerships. The Company has reviewed each of its holdings under current guidance and determined that consolidation of these investments in the Company’s financial statements is not required, as the Company is not the primary beneficiary for any of the investments in VIEs. Rather, the VIEs are accounted for using the cost or equity method of accounting. In addition, the Company may be exposed to the loss of asset management fees it receives for some of these structures. The carrying value of investments in VIEs of $0.1 at December 31, 2009 are included in Limited partnerships/corporations on the Consolidated Balance Sheets. Income and losses recognized on these investments are reported in Net investment income on the Consolidated Statements of Operations.

C-67

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

4. Deferred Policy Acquisition Costs and Value of Business Acquired

Activity within DAC was as follows for the years ended December 31, 2009, 2008, and 2007.

Balance at January 1, 2007			$	622.6
	Deferrals of commissions and expenses			147.1
	Amortization:
		Amortization		(80.9)
		Interest accrued at 5% to 7%		44.8
	Net amortization included in the Consolidated Statements of Operations			(36.1)
	Change in unrealized capital gains (losses) on available-for-sale securities			1.0
	Implementation of ASC Topic 944-30			(6.0)
Balance at December 31, 2007				728.6
	Deferrals of commissions and expenses			168.7
	Amortization:
		Amortization		(112.5)
		Interest accrued at 5% to 7%		50.6
	Net amortization included in the Consolidated Statements of Operations			(61.9)
	Change in unrealized capital gains (losses) on available-for-sale securities			30.1
Balance at December 31, 2008				865.5
	Deferrals of commissions and expenses			108.2
	Amortization:
		Amortization		(39.3)
		Interest accrued at 5% to 7%		58.0
	Net amortization included in the Consolidated Statements of Operations			18.7
	Change in unrealized capital gains (losses) on available-for-sale securities			(90.6)
Balance at December 31, 2009			$	901.8

C-68

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

The estimated amount of DAC amortization expense, net of interest, is $17.8, $44.6, $49.8, $48.6, and $44.4, for the years 2010, 2011, 2012, 2013, and 2014, respectively. Actual amortization incurred during these years may vary as assumptions are modified to incorporate actual results.

Activity within VOBA was as follows for the years ended December 31, 2009, 2008, and 2007.

Balance at January 1, 2007			$	1,340.2
	Deferrals of commissions and expenses			40.5
	Amortization:
		Amortization		(177.3)
		Interest accrued at 5% to 7%		84.2
	Net amortization included in the Consolidated Statements of Operations			(93.1)
	Change in unrealized capital gains (losses) on available-for-sale securities			2.9
	Implementation of ASC Topic 944-30			(37.3)
Balance at December 31, 2007				1,253.2
	Deferrals of commissions and expenses			33.3
	Amortization:
		Amortization		(144.2)
		Interest accrued at 5% to 7%		77.2
	Net amortization included in the Consolidated Statements of Operations			(67.0)
	Change in unrealized capital gains (losses) on available-for-sale securities			613.0
Balance at December 31, 2008				1,832.5
	Deferrals of commissions and expenses			40.4
	Amortization:
		Amortization		(170.5)
		Interest accrued at 4% to 7%		72.2
	Net amortization included in the Consolidated Statements of Operations			(98.3)
	Change in unrealized capital gains (losses) on available-for-sale securities			(783.1)
Balance at December 31, 2009			$	991.5

The estimated amount of VOBA amortization expense, net of interest, is $36.1, $64.0, $64.8, $59.2, and $53.0, for the years 2010, 2011, 2012, 2013, and 2014, respectively. Actual amortization incurred during these years may vary as assumptions are modified to incorporate actual results.

C-69

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

Analysis of DAC and VOBA

The decrease in Net amortization of DAC and VOBA for the year ended December 31, 2009, was primarily due to reduced amortization rates driven by an increase in estimated future gross profits due to the improvement in equity markets in 2009. This decline was partially offset by the impact of higher current year gross profits, primarily due to lower expenses and lower realized losses, which resulted in an increase in amortization.

The increase in Net amortization of DAC and VOBA for the year ended December 31, 2008, was primarily driven by unfavorable unlocking of $63.0 resulting from unfavorable equity market performance and the revisions of certain assumptions used in the estimation of gross profits.

5. Dividend Restrictions and Shareholder’s Equity

ILIAC’s ability to pay dividends to its parent is subject to the prior approval of insurance regulatory authorities of the State of Connecticut for payment of any dividend, which, when combined with other dividends paid within the preceding twelve months, exceeds the greater of (1) ten percent (10.0%) of ILIAC’s statutory surplus at the prior year end or (2) ILIAC’s prior year statutory net gain from operations.

During 2007, ILIAC paid $145.0 in dividends on its common stock to its Parent. During 2009 and 2008, ILIAC did not pay any dividends to its Parent. On February 19, 2010, ILIAC paid a $203.0 dividend on its common stock to its Parent.

On November 12, 2008, ING issued to the Dutch State non-voting Tier 1 securities for a total consideration of Euro 10 billion. On February 24, 2009, $2.2 billion was contributed to direct and indirect insurance company subsidiaries of ING America Insurance Holdings, Inc. (“ING AIH”), of which $365.0 was contributed to the Company. The contribution was comprised of the proceeds from the investment by the Dutch government and the redistribution of currently existing capital within ING. During 2008 and 2007, ILIAC did not receive any cash capital contributions from its Parent.

C-70

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

The State of Connecticut Insurance Department (the “Department”) recognizes as net income and capital and surplus those amounts determined in conformity with statutory accounting practices prescribed or permitted by the Department, which differ in certain respects from accounting principles generally accepted in the United States. Statutory net income (loss) was $271.6, $(428.4), and $245.5, for the years ended December 31, 2009, 2008, and 2007, respectively. Statutory capital and surplus was $1,762.1 and $1,524.6 as of December 31, 2009 and 2008, respectively. As specifically permitted by statutory accounting practices, statutory surplus as of December 31, 2008 included the impact of the $365.0 capital contribution received on February 24, 2009.

Effective December 31, 2009, the Company adopted Actuarial Guideline 43 – Variable Annuity Commissioners Annuity Reserve Valuation Method (“AG43”) for its statutory basis of accounting. The adoption of AG43 resulted in higher reserves than those calculated under previous standards by $97.9. Where the application of AG43 produces higher reserves than the Company had otherwise established under previous standards, the Company may request permission from the Department to grade-in the impact of higher reserve over a three year period. The Company elected this grade-in provision, as allowed under AG43 and as approved by the Department, which allows the Company to reflect the impact of adoption of $97.9 over a three year period. The impact of the grade-in for the year ended December 31, 2009 was a $32.6 increase in reserves and a corresponding decrease in statutory surplus.

Effective December 31, 2009, the Company adopted SSAP No. 10R, Income Taxes, for its statutory basis of accounting. This statement requires the Company to calculate admitted deferred tax assets based upon what is expected to reverse within one year with a cap on the admitted portion of the deferred tax asset of 10% of capital and surplus for its most recently filed statement. If the Company’s risk-based capital levels, after reflecting the above limitation, exceeds 250% of the authorized control level, the statement increases the limitation on admitted deferred tax assets from what is expected to reverse in one year to what is expected to reverse over the next three years and increases the cap on the admitted portion of the deferred tax asset from 10% of capital and surplus for its most recently filed statement to 15%. Other revisions in the statement include requiring the Company to reduce the gross deferred tax asset by a statutory valuation allowance adjustment if, based on the weight of available evidence, it is more likely than not (a likelihood of more than 50 percent) that some portion of or all of the gross deferred tax assets will not be realized. The effects on the Company’s 2009 financial statements of adopting this change in accounting principle at December 31, 2009 were increases to total assets and capital and surplus of $51.1. This adoption had no impact on total liabilities or net income.

C-71

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

6. Additional Insurance Benefits and Minimum Guarantees

The Company calculates an additional liability for certain GMDBs and other minimum guarantees in order to recognize the expected value of these benefits in excess of the projected account balance over the accumulation period based on total expected assessments.

The Company regularly evaluates estimates used to adjust the additional liability balance, with a related charge or credit to benefit expense, if actual experience or other evidence suggests that earlier assumptions should be revised.

As of December 31, 2009, the separate account liability for guaranteed minimum benefits and the additional liability recognized related to minimum guarantees were $6.9 billion and $3.6, respectively. As of December 31, 2008, the separate account liability for guaranteed minimum benefits and the additional liability recognized related to minimum guarantees were $6.5 billion and $181.2, respectively.

The aggregate fair value of equity securities, including mutual funds, supporting separate accounts with additional insurance benefits and minimum investment return guarantees as of December 31, 2009 and 2008, was $6.9 billion and $6.5 billion, respectively.

7. Income Taxes

ILIAC files a consolidated federal income tax return with ING AIH, an affiliate, and certain other subsidiaries of ING AIH. ILIAC is party to a federal tax allocation agreement with ING AIH and its subsidiaries that are part of the group whereby ING AIH charges its subsidiaries for federal taxes each subsidiary would have incurred were it not a member of the consolidated group and credits each subsidiary for losses at the statutory federal tax rate.

C-72

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

Income tax expense (benefit) consisted of the following for the years ended December 31, 2009, 2008, and 2007.

				2009		2008		2007
Current tax expense (benefit):
	Federal		$	27.5	$	(121.8)	$	28.6
	State			(0.9)		(18.1)		(9.0)
		Total current tax expense (benefit)		26.6		(139.9)		19.6
Deferred tax expense:
	Federal			23.0		31.6		36.4
		Total deferred tax expense		23.0		31.6		36.4
Total income tax expense (benefit)			$	49.6	$	(108.3)	$	56.0

Income taxes were different from the amount computed by applying the federal income tax rate to income before income taxes and cumulative effect of change in accounting principle for the following reasons for the years ended December 31, 2009, 2008, and 2007.

			2009		2008		2007
Income (loss) before income taxes and cumulative
	effect of change in accounting principle	$	403.5	$	(1,138.5)	$	274.4
Tax rate			35.0%		35.0%		35.0%
Income tax expense (benefit) at federal statutory rate			141.2		(398.5)		96.0
Tax effect of:
	Dividend received deduction		(2.6)		(15.5)		(26.2)
	IRS audit settlement		(0.1)		(10.1)		-
	State audit settlement		(1.2)		(12.6)		(21.8)
	State tax expense		0.1		1.3		-
	Tax valuation allowance		(92.2)		333.0		-
	Other		4.4		(5.9)		8.0
Income tax expense (benefit)		$	49.6	$	(108.3)	$	56.0

C-73

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

Temporary Differences

The tax effects of temporary differences that give rise to Deferred tax assets and Deferred tax liabilities at December 31, 2009 and 2008, are presented below.

					2009		2008
Deferred tax assets:
	Insurance reserves			$	140.0	$	217.2
	Net unrealized capital loss				-		503.8
	Investments				255.6		294.7
	Postemployment benefits				67.1		67.4
	Compensation				46.3		42.5
	Other				16.6		3.9
		Total gross assets before valuation allowance			525.6		1,129.5
			Less: valuation allowance		(202.5)		(333.0)
		Assets, net of valuation allowance			323.1		796.5
Deferred tax liabilities:
	Net unrealized capital gain				(55.3)		-
	Value of business acquired				(347.0)		(653.3)
	Deferred policy acquisition costs				(272.0)		(244.3)
			Total gross liabilities		(674.3)		(897.6)
Net deferred income tax liability				$	(351.2)	$	(101.1)

Net unrealized capital gains and losses are presented as a component of other comprehensive income (loss) in Shareholder’s equity, net of deferred taxes.

Valuation allowances are provided when it is considered unlikely that deferred tax assets will be realized. As of December 31, 2009 and 2008, the Company had a tax valuation allowance of $158.5 and $328.0, respectively, related to realized capital losses. The change from December 31, 2008 to December 31, 2009 consists of (a) $(92.2) related to realized capital losses which is included in Net income (loss) and (b) $(77.3) related to the adoption of new US GAAP guidance on impairments, as included in ASC Topic 320, which is reflected in Accumulated other comprehensive loss. Additionally, at December 31, 2009, the Company had a valuation allowance of $39.0 which is included in Accumulated other comprehensive loss. The Company had no valuation allowance at December 31, 2008. As of December 31, 2009, the tax valuation allowance on unrealized capital losses included $77.3, which was reclassified from beginning Retained earnings to Other comprehensive loss under ASC Topic 320. The Company has also established a $5.0 tax valuation allowance against foreign tax credits, the benefit of which is uncertain.

C-74

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

Tax Sharing Agreement

Under the intercompany tax sharing agreement, ILIAC had a receivable from ING AIH of $23.9 and $38.6 for federal income taxes as of December 31, 2009 and 2008, respectively.

See Related Party Transactions footnote for more information.

Unrecognized Tax Benefits

Reconciliations of the change in the unrecognized income tax benefits for the years ended December 31, 2009 and 2008 are as follows:

		2009		2008
Balance at January 1	$	22.1	$	47.4
Additions for tax positions related to current year		0.9		2.4
Additions for tax positions related to prior years		3.5		2.2
Reductions for tax positions related to prior years		(13.3)		(20.7)
Reductions for settlements with taxing authorities		(0.4)		(9.2)
Balance at December 31	$	12.8	$	22.1

The Company had $24.8 and $23.1 of unrecognized tax benefits as of December 31, 2009 and 2008, respectively, which would affect the Company’s effective tax rate if recognized.

Interest and Penalties

The Company recognizes accrued interest and penalties related to unrecognized tax benefits in current income taxes and Income tax expense (benefit) on the Balance Sheets and the Statements of Operations, respectively. The Company had accrued interest of $3.3 and $3.8 as of December 31, 2009 and 2008, respectively. The decrease in accrued interest during the year ended December 31, 2009 primarily related to the settlement of the 2001 through 2006 New York state audit.

C-75

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

Tax Regulatory Matters

The Company is currently under audit by the Internal Revenue Service (“IRS”) for tax years 2004 through 2009. It is anticipated that the IRS audit of tax years 2004 through 2008 will be finalized within the next twelve months. Upon finalization of the IRS examinations, it is reasonably possible that the unrecognized tax benefits will increase by up to $4.1. The timing of the payment of the remaining allowance of $16.9 cannot be reliably estimated. The Company and the IRS have agreed to participate in the Compliance Assurance Program (“CAP”) for tax year 2008 and 2009.

On September 25, 2007, the IRS issued Revenue Ruling 2007-61, which announced its intention to issue regulations with respect to certain computational aspects of the dividend received deduction (“DRD”) on separate account assets held in connection with variable annuity and life insurance contracts. Revenue Ruling 2007-61 suspended Revenue Ruling 2007-54 issued in August 2007 that purported to change accepted industry and IRS interpretations of the statutes governing these computational questions. Any regulations that the IRS ultimately proposes for issuance in this area will be subject to public notice and comment, at which time insurance companies and other members of the public will have the opportunity to raise legal and practical questions about the content, scope and application of such regulations. As a result, the ultimate timing, substance, and effective date of any such regulations are unknown, but they could result in the elimination of some or all of the separate account DRD tax benefit that the Company receives.

• Benefit Plans

Defined Benefit Plan

ING North America Insurance Corporation (“ING North America”) sponsors the ING Americas Retirement Plan (the “Retirement Plan”), effective as of December 31, 2001. Substantially all employees of ING North America and its affiliates (excluding certain employees) are eligible to participate, including the Company’s employees other than Company agents. The Retirement Plan was amended and restated effective January 1, 2008. The Retirement Plan was amended on July 1, 2008, related to the admission of the employees from the acquisition of CitiStreet LLC (“CitiStreet”) by Lion, and ING North America filed a request for a determination letter on the qualified status of the Retirement Plan, but has not yet received a favorable determination letter on the qualified status of the Retirement Plan. Additionally, effective January 1, 2009, the Retirement Plan was amended to provide that anyone hired or rehired by the

C-76

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

Company on or after January 1, 2009, would not be eligible to participate in the Retirement Plan.

The Retirement Plan is a tax-qualified defined benefit plan, the benefits of which are guaranteed (within certain specified legal limits) by the Pension Benefit Guaranty Corporation (“PBGC”). As of January 1, 2002, each participant in the Retirement Plan earns a benefit under a final average compensation formula. Subsequent to December 31, 2001, ING North America is responsible for all Retirement Plan liabilities. The costs allocated to the Company for its employees’ participation in the Retirement Plan were $22.3, $14.0, and $17.2, for 2009, 2008, and 2007, respectively, and are included in Operating expenses in the Consolidated Statements of Operations.

Defined Contribution Plan

ING North America sponsors the ING Americas Savings Plan and ESOP (the “Savings Plan”). Substantially all employees of ING North America and its affiliates (excluding certain employees, including but not limited to Career Agents) are eligible to participate, including the Company’s employees other than Company agents. Career Agents are certain, full-time insurance salespeople who have entered into a career agent agreement with the Company and certain other individuals who meet specified eligibility criteria. The Savings Plan is a tax-qualified defined contribution retirement plan, which includes an employee stock ownership plan (“ESOP”) component. The Savings Plan was amended and restated effective January 1, 2008 and subsequently amended on July 1, 2008, with respect to the admission of employees from the acquisition of CitiStreet by Lion. ING North America filed a request for a determination letter on the qualified status of the Plan and received a favorable determination letter dated May 19, 2009. Savings Plan benefits are not guaranteed by the PBGC. The Savings Plan allows eligibleparticipants to defer into the Savings Plan a specified percentage of eligible compensation on a pre-tax basis. ING North America matches such pre-tax contributions, up to a maximum of 6.0% of eligible compensation. Matching contributions are subject to a 4-year graded vesting schedule (although certain specified participants are subject to a 5-year graded vesting schedule). All contributions made to the Savings Plan are subject to certain limits imposed by applicable law. Pre-tax charges to operations of the Company for the Savings Plan were $8.9,$10.3, and$10.1, for the years ended December 31, 2009, 2008, and 2007, respectively, and are included in Operating expenses in the Consolidated Statements of Operations.

C-77

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

Non-Qualified Retirement Plans

Through December 31, 2001, the Company, in conjunction with ING North America, offered certain eligible employees (other than Career Agents) a Supplemental Executive Retirement Plan and an Excess Plan (collectively, the “SERPs”). Benefit accruals under Aetna Financial Services SERPs ceased, effective as of December 31, 2001 and participants begin accruing benefits under ING North America Serp. Benefits under the SERPs are determined based on an eligible employee’s years of service and average annual compensation for the highest five years during the last ten years of employment.

The Company, in conjunction with ING North America, sponsors the Pension Plan for Certain Producers of ING Life Insurance and Annuity Company (formerly the Pension Plan for Certain Producers of Aetna Life Insurance and Annuity Company) (the “Agents Non-Qualified Plan”). This plan covers certain full-time insurance salespeople who have entered into a career agent agreement with the Company and certain other individuals who meet the eligibility criteria specified in the plan (“Career Agents”). The Agents Non-Qualified Plan was terminated effective January 1, 2002. In connection with the termination, all benefit accruals ceased and all accrued benefits were frozen.

The SERPs and Agents Non-Qualified Plan, are non-qualified defined benefit pension plans, which means all the SERPs benefits are payable from the general assets of the Company and Agents Non-Qualified Plan benefits are payable from the general assets of the Company and ING North America. These non-qualified defined benefit pension plans are not guaranteed by the PBGC.

Obligations and Funded Status

The following tables summarize the benefit obligations, fair value of plan assets, and funded status, for the SERPs and Agents Non-Qualified Plan, for the years ended December 31, 2009 and 2008.

			2009		2008
Change in Projected Benefit Obligation:
	Projected benefit obligation, January 1	$	94.9	$	85.6
	Interest cost		5.3		5.2
	Benefits paid		(13.4)		(11.6)
	Post service cost-unrecognized		-		0.2
	Actuarial gain on obligation		3.4		15.5
	Projected benefit obligation, December 31	$	90.2	$	94.9
Fair Value of Plan Assets:
	Fair value of plan assets, December 31	$	-	$	-

C-78

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

Amounts recognized in the Consolidated Balance Sheets consist of:

		2009		2008
Accrued benefit cost	$	(90.2)	$	(94.9)
Accumulated other comprehensive income		21.1		20.0
Net amount recognized	$	(69.1)	$	(74.9)

At December 31, 2009 and 2008, the projected benefit obligation was $90.2 and $94.9, respectively.

Assumptions

The weighted-average assumptions used in the measurement of the December 31, 2009 and 2008 benefit obligation for the SERPs and Agents Non-Qualified Plan, were as follows:

	2009	2008
Discount rate at end of period	6.00%	6.00%
Rate of compensation increase	1.50%	4.00%

In determining the discount rate assumption, the Company utilizes current market information provided by its plan actuaries (particularly the Citigroup Pension Discount Curve Liability Index), including a discounted cash flow analysis of the Company’s pension obligation and general movements in the current market environment. The discount rate modeling process involves selecting a portfolio of high quality, noncallable bonds that will match the cash flows of the Retirement Plan. Based upon all available information, it was determined that 6.0% was the appropriate discount rate as of December 31, 2009, to calculate the Company’s accrued benefit liability. Accordingly, as prescribed by current US GAAP guidance for employers’ accounting for pensions, the 6.0% discount rate will also be used to determine the Company’s 2010 pension expense. December 31 is the measurement date for the SERP’s and Agents Non-Qualified Plan.

The weighted-average assumptions used in calculating the net pension cost were as follows:

	2009	2008	2007
Discount rate	6.00%	6.50%	5.90%
Rate of increase in compensation levels	1.50%	4.00%	4.20%

C-79

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

The weighted average assumptions used in calculating the net pension cost for 2009 were, as indicated above, a 6.0% discount rate and a 1.5% rate of compensation increase. Since the benefit plans of the Company are unfunded, an assumption for return on plan assets is not required.

Net Periodic Benefit Costs

Net periodic benefit costs for the SERPs and Agents Non-Qualified Plan, for the years ended December 31, 2009, 2008, and 2007, were as follows:

		2009		2008		2007
Interest cost	$	5.3	$	5.2	$	5.4
Net actuarial loss recognized in the year		2.1		-		0.7
Unrecognized past service cost recognized in the year		0.1		-		-
The effect of any curtailment or settlement		0.1		0.5		0.4
Net periodic benefit cost	$	7.6	$	5.7	$	6.5

Cash Flows

In 2010, the employer is expected to contribute $10.5 to the SERPs and Agents Non-Qualified Plan. Future expected benefit payments related to the SERPs, and Agents Non-Qualified Plan, for the years ended December 31, 2010 through 2014, and thereafter through 2019, are estimated to be $10.5, $9.3, $8.9, $7.8, $6.8, and $26.5, respectively.

Other

On October 4, 2004, the President signed into law The Jobs Creation Act (“Jobs Act”). The Jobs Act affects nonqualified deferred compensation plans, such as the Agents Nonqualified Plan. ING North America has made changes to impacted nonqualified deferred compensation plans, as necessary to comply with the requirements of the Jobs Act.

Stock Option and Share Plans

ING sponsors the ING Group Long Term Equity Ownership Plan (“leo”), which provides employees of the Company who are selected by the ING Board of Directors to be granted options and/or performance shares. The terms applicable to an award under leo are set out in an award agreement, which is signed by the participant when he or she accepts the award.

C-80

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

Options granted under leo are nonqualified options on ING shares in the form of American Depository Receipts (“ADRs”). Leo options have a ten (10) year term and vest three years from the grant date. Options awarded under leo may vest earlier in the event of the participant’s death, permanent disability or retirement. Retirement for purposes of leo means a participant terminates service after attaining age 55 and completing 5 years of service. Early vesting in all or a portion of a grant of options may also occur in the event the participant is terminated due to redundancy or business divestiture. Unvested options are generally subject to forfeiture when a participant voluntarily terminates employment or is terminated for cause (as defined in leo). Upon vesting, participants generally have up to seven years in which to exercise their vested options. A shorter exercise period applies in the event of termination due to redundancy, business divestiture, voluntary termination or termination for cause. An option gives the recipient the right to purchase an ING share in the form of ADRs at a price equal to the fair market value of one ING share on the date of grant. On exercise, participant’s have three options (i) retain the shares and remit a check for applicable taxes due on exercise, (ii) request the administrator to remit a cash payment for the value of the options being exercised, less applicable taxes, or (iii) retain some of the shares and have the administrator liquidate sufficient shares to satisfy the participant’s tax obligation. The amount is converted from Euros to U.S. dollars based on the daily average exchange rate between the Euro and the U.S. dollar, as determined by ING.

Awards of performance shares may also be made under leo. Performance shares are a contingent grant of ING stock, and, on vesting, the participant has the right to receive a cash amount equal to the closing price per ING share on the Euronext Amsterdam Stock Market on the vesting date times the number of vested Plan shares. Performance shares generally vest three years from the date of grant, with the amount payable based on ING’s share price on the vesting date. Payments made to participants on vesting are based on the performance targets established in connection with leo and payments can range from 0% to 200% of target. Performance is based on ING’s total shareholder return relative to a peer group as determined at the end of the vesting period. To vest, a participant must be actively employed on the vesting date, although immediate vesting will occur in the event of the participant’s death, disability or retirement. If a participant is terminated due to redundancy or business divestiture, vesting will occur but in only a portion of the award. Unvested shares are generally subject to forfeiture when an employee voluntarily terminates employment or is terminated for cause (as defined in leo). Upon vesting, participants have three options (i) retain the shares and remit a check for applicable taxes due on exercise, (ii) request the administrator to remit a cash payment for the value of the shares, less applicable taxes, or (iii) retain some of the shares and have the administrator liquidate sufficient shares to satisfy the participant’s tax obligation. The amount is converted from Euros to U.S. dollars based on the daily average exchange rate between the Euro and the U.S. dollar, as determined by ING.

C-81

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

The Company recognized compensation expense for the leo options and performance shares of $3.7, $4.1, and $4.5, for the years ended December 31, 2009, 2008, and 2007, respectively.

For leo, the Company recognized tax benefits of $0.1, $0.7, and $3.2, in 2009, 2008, and 2007, respectively.

In addition, the Company, in conjunction with ING North America, sponsors the following benefit plans:

§ The ING 401(k) Plan for ILIAC Agents, which allows participants to defer a specified percentage of eligible compensation on a pre-tax basis. Effective January 1, 2006, the Company match equals 60% of a participant’s pre-tax deferral contribution, with a maximum of 6% of the participant’s eligible pay. A request for a determination letter on the qualified status of the ING 401(k) Plan for ILIAC Agents was filed with the IRS on January 1, 2008, but has not yet received a favorable determination letter on the qualified status of the Plan.

§ The Producers’ Incentive Savings Plan, which allows participants to defer up to a specified portion of their eligible compensation on a pre-tax basis. The Company matches such pre-tax contributions at specified amounts.

§ The Producers’ Deferred Compensation Plan, which allows participants to defer up to a specified portion of their eligible compensation on a pre-tax basis.

§ Certain health care and life insurance benefits for retired employees and their eligible dependents. The post retirement health care plan is contributory, with retiree contribution levels adjusted annually and the Company subsidizes a portion of the monthly per-participant premium. Beginning August 1, 2009, the Company moved from self-insuring these costs and began to use a private-fee-for-service Medicare Advantage program for post-Medicare eligible retired participants. In addition, effective October 1, 2009, the Company no longer subsidizes medical premium costs for early retirees. This change does not impact any participant currently retired and receiving coverage under the plan or any employee who is eligible for coverage under the plan and whose employment ended before October 1, 2009. The Company continues to offer access to medical coverage until retirees become eligible for Medicare. The discontinued subsidy resulted in a release of a previously accrued immaterial liability for any active employees age 50 or older. The life

C-82

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

insurance plan provides a flat amount of noncontributory coverage and optional contributory coverage.

§ The ING Americas Supplemental Executive Retirement Plan, which is a non-qualified defined benefit restoration pension plan.

§ The ING Americas Deferred Compensation Savings Plan, which is a deferred compensation plan that includes a 401(k) excess component.

The benefit charges allocated to the Company related to these plans for the years ended December 31, 2009, 2008, and 2007, were $11.6, $13.2, and $12.7, respectively.

8. Related Party Transactions

Operating Agreements

ILIAC has certain agreements whereby it generates revenues and expenses with affiliated entities, as follows:

§ Investment Advisory agreement with ING Investment Management LLC (“IIM”), an affiliate, in which IIM provides asset management, administrative, and accounting services for ILIAC’s general account. ILIAC incurs a fee, which is paid quarterly, based on the value of the assets under management. For the years ended December 31, 2009, 2008, and 2007, expenses were incurred in the amounts of $35.9, $58.4, and $60.5, respectively.

§ Services agreement with ING North America for administrative, management, financial, and information technology services, dated January 1, 2001 and amended effective January 1, 2002. For the years ended December 31, 2009, 2008, and 2007, expenses were incurred in the amounts of $140.2, $175.3, and $167.9, respectively.

§ Services agreement between ILIAC and its U.S. insurance company affiliates dated January 1, 2001, and amended effective January 1, 2002 and December 31, 2007. For the years ended December 31, 2009, 2008, and 2007, net expenses related to the agreement were incurred in the amount of $26.3, $19.6, and $21.7, respectively.

Management and service contracts and all cost sharing arrangements with other affiliated companies are allocated in accordance with the Company’s expense and cost allocation methods.

C-83

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

DSL has certain agreements whereby it generates revenues and expenses with affiliated entities, as follows:

§ Underwriting and distribution agreements with ING USA Annuity and Life Insurance Company (“ING USA”) and ReliaStar Life Insurance Company of New York (“RLNY”), affiliated companies, whereby DSL serves as the principal underwriter for variable insurance products. In addition, DSL is authorized to enter into agreements with broker-dealers to distribute the variable insurance products and appoint representatives of the broker-dealers as agents. For the years ended December 31, 2009, 2008, and 2007, commissions were collected in the amount of $275.3, $622.5, and $568.4. Such commissions are, in turn, paid to broker-dealers.

§ Services agreements with ING USA and RLNY, whereby DSL receives managerial and supervisory services and incurs a fee that is calculated as a percentage of average assets of each company’s variable separate accounts deposited in ING Investors Trust (“IIT”). On August 9, 2007, DSL and ING USA entered into an amendment to the service agreement effective July 31, 2007 to modify the method for calculating the compensation owed to ING USA under the service agreement. As a result of this amendment, DSL pays ING USA the total net revenue DSL earns as investment advisor of IIT which is attributable to ING USA deposits into IIT. For the years ended December 31, 2009, 2008, and 2007, expenses were incurred under these services agreements in the amount of $138.7, $156.2, and $124.4, respectively.

§ Administrative and advisory services agreements with ING Investment LLC and IIM, affiliated companies, in which DSL receives certain services for a fee. The fee for these services is calculated as a percentage of average assets of ING Investors Trust. For the years ended December 31, 2009, 2008, and 2007, expenses were incurred in the amounts of $12.5, $14.9, and $13.1, respectively.

Investment Advisory and Other Fees

Effective January 1, 2007, ILIAC’s investment advisory agreement to serve as investment advisor to certain variable funds offered in Company products (collectively, the “Company Funds”), was assigned to DSL. ILIAC is also compensated by the separate accounts for bearing mortality and expense risks pertaining to variable life and annuity contracts. Under the insurance and annuity contracts, the separate accounts pay ILIAC daily fees that, on an annual basis are, depending on the product, up to 3.4% of their average daily net assets. The total amount of compensation and fees received by the Company from the Company Funds and separate accounts totaled $204.1, $245.1, and $312.7, (excludes fees paid to ING Investment Management Co.) in 2009, 2008, and 2007, respectively.

C-84

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

DSL has been retained by IIT, an affiliate, pursuant to a management agreement to provide advisory, management, administrative and other services to IIT. Under the management agreement, DSL provides or arranges for the provision of all services necessary for the ordinary operations of IIT. DSL earns a monthly fee based on a percentage of average daily net assets of IIT. DSL has entered into an administrative services subcontract with ING Fund Services, LLC, an affiliate, pursuant to which ING Fund Services, LLC, provides certain management, administrative and other services to IIT and is compensated a portion of the fees received by DSL under the management agreement. For the years ended December 31, 2009, 2008, and 2007, revenue received by DSL under the management agreement (exclusive of fees paid to affiliates) was $270.0, $323.8, and $343.8, respectively. At December 31, 2009 and 2008, DSL had $25.3 and $18.6, respectively, receivable from IIT under the management agreement.

Financing Agreements

Reciprocal Loan Agreement

ILIAC maintains a reciprocal loan agreement with ING AIH, an affiliate, to facilitate the handling of unanticipated short-term cash requirements that arise in the ordinary course of business. Under this agreement, which became effective in June 2001 and expires on April 1, 2011, either party can borrow from the other up to 3% of ILIAC’s statutory net admitted assets, excluding Separate Accounts, as of the preceding December 31. Interest on any ILIAC borrowing is charged at the rate of ING AIH’s cost of funds for the interest period, plus 0.15%. Interest on any ING AIH borrowing is charged at a rate based on the prevailing interest rate of U.S. commercial paper available for purchase with a similar duration.

Under this agreement, ILIAC incurred an immaterial amount of interest expense for the year ended December 31, 2009 and $0.2, and $3.9, for the years ended December 31, 2008 and 2007, respectively, and earned interest income of $1.0, $4.8, and $1.7, for the years ended December 31, 2009, 2008, and 2007, respectively. Interest expense and income are included in Interest expense and Net investment income, respectively, on the Consolidated Statements of Operations. As of December 31, 2009, the Company had a $287.2 receivable from ING AIH and as of December 31, 2008, the Company had $13.0 due to ING AIH under the reciprocal loan agreement.

C-85

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

Note with Affiliate

On December 29, 2004, ING USA issued a surplus note in the principal amount of $175.0 (the “Note”) scheduled to mature on December 29, 2034, to ILIAC, in an offering that was exempt from the registration requirements of the Securities Act of 1933. ILIAC’s $175.0 Note from ING USA bears interest at a rate of 6.26% per year. Any payment of principal and/or interest is subject to the prior approval of the Iowa Insurance Commissioner. Interest is scheduled to be paid semi-annually in arrears on June 29 and December 29 of each year, commencing on June 29, 2005. Interest income for the years ended December 31, 2009, 2008, and 2007 was $10.0, $11.1 and $11.1, respectively.

Tax Sharing Agreements

Effective January 1, 2006, ILIAC is a party to a federal tax allocation agreement with ING AIH and its subsidiaries that are part of the ING AIH consolidated group. Under the federal tax allocation agreement, ING AIH charges its subsidiaries for federal taxes each subsidiary would have incurred were it not a member of the consolidated group and credits each subsidiary for losses at the statutory federal tax rate.

ILIAC has also entered into a state tax sharing agreement with ING AIH and each of the specific subsidiaries that are parties to the agreement. The state tax agreement applies to situations in which ING AIH and all or some of the subsidiaries join in the filing of a state or local franchise, income tax, or other tax return on a consolidated, combined, or unitary basis.

Property and Equipment Sale

During the second quarter of 2009, ING’s U.S. life insurance companies, including the Company, sold a portion of its property and equipment in a sale/leaseback transaction to an affiliate, ING North America. The fixed assets involved in the sale were capitalized assets generally depreciated over the expected useful lives and software in development. Since the assets were being depreciated using expected useful lives, the current net book value reasonably approximated the current fair value of the assets being transferred. The fixed assets sold to ING North America by the Company totaled $17.4.

C-86

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

9. Financing Agreements

Revolving Note Facility

ILIAC maintains a $50.0 uncommitted, perpetual revolving note facility with the Bank of New York ("BONY"). Interest on any of ILIAC’s borrowing accrues at an annual rate equal to a rate quoted by BONY to ILIAC for the borrowing. Under this agreement, ILIAC incurred no interest expense for the years ended December 31, 2009 and 2008, and minimal interest expense for the year ended December 31, 2007. At December 31, 2009 and 2008, ILIAC had no amounts outstanding under the revolving note facility.

Windsor Property Loan

As of June 1, 2007, the State of Connecticut, acting by the Department of Economic and Community Development (“DECD”), loaned ILIAC $9.9 (the “DECD Loan”) in connection with the development of the Windsor Property. The loan has a term of twenty years and bears an annual interest rate of 1.00%. As long as no defaults have occurred under the loan, no payments of principal or interest are due for the initial ten years of the loan. For the second ten years of the DECD Loan term, ILIAC is obligated to make monthly payments of principal and interest.

The DECD Loan provides for loan forgiveness at varying amounts up to $5.0 if ILIAC and its affiliates meet certain employment thresholds at the Windsor Property during the term of the loan. ILIAC’s obligations under the DECD Loan are secured by an unlimited recourse guaranty from its affiliate, ING North America.

On December 1, 2008, the DECD determined that the Company met the employment thresholds for loan forgiveness and, accordingly, forgave $5.0 of the DECD Loan to the Company in accordance with the terms of the DECD Loan.

At both December 31, 2009 and 2008, the amount of the loan outstanding was $4.9, which was reflected in Notes payable on the Consolidated Balance Sheets.

Also see Financing Agreements in the Related Party Transactions footnote.

C-87

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

10. Reinsurance

At December 31, 2009, the Company had reinsurance treaties with 6 unaffiliated reinsurers covering a significant portion of the mortality risks and guaranteed death benefits under its variable contracts. At December 31, 2009, the Company did not have any outstanding cessions under any reinsurance treaties with affiliated reinsurers. The Company remains liable to the extent its reinsurers do not meet their obligations under the reinsurance agreements.

On October 1, 1998, the Company disposed of its individual life insurance business under an indemnity reinsurance arrangement with a subsidiary of Lincoln for $1.0 billion in cash. Under the agreement, Lincoln contractually assumed from the Company certain policyholder liabilities and obligations, although the Company remains obligated to contractowners. The Lincoln subsidiary established a trust to secure its obligations to the Company under the reinsurance transaction.

The Company assumed $25.0 of premium revenue from Aetna Life, for the purchase and administration of a life contingent single premium variable payout annuity contract. In addition, the Company is also responsible for administering fixed annuity payments that are made to annuitants receiving variable payments. Reserves of $11.6 and $11.0 were maintained for this contract as of December 31, 2009 and 2008, respectively.

Reinsurance ceded in force for life mortality risks were $18.6 billion and $19.6 billion at December 31, 2009 and 2008, respectively. At December 31, 2009 and 2008, net receivables were comprised of the following:

		2009		2008
Claims recoverable from reinsurers	$	2,427.4	$	2,506.6
Payable for reinsurance premiums		(0.7)		(0.9)
Reinsured amounts due to reinsurer		(0.7)		(0.4)
Other		0.3		0.3
Total	$	2,426.3	$	2,505.6

C-88

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

Premiums and Interest credited and other benefits to contractowners were reduced by the following amounts for reinsurance ceded for the years ended December 31, 2009, 2008, and 2007.

		2009		2008		2007
Deposits ceded under reinsurance	$	162.4	$	174.4	$	188.5
Premiums ceded under reinsurance		0.3		0.3		0.4
Reinsurance recoveries		339.8		309.0		419.7

11. Commitments and Contingent Liabilities

Leases

Prior to December 31, 2008, the Company leased certain office space and certain equipment under various operating leases and paid substantially all expenses associated with its leased and subleased office properties. Any expenses not paid directly by the Company were paid for by an affiliate and allocated back to the Company. However, as of December 31, 2008, all of the Company’s expenses for leased and subleased office properties will be paid for by an affiliate and allocated back to the Company, as all operating leases were terminated or consolidated by ING AIH during the fourth quarter of 2008, which resulted in the Company no longer being party to any operating leases. For the years ended December 31, 2009, 2008, and 2007, rent expense for leases was $5.1, $6.1, and $17.7, respectively.

For more information on the lease terminations, see the Restructuring Charges footnote.

Commitments

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

C-89

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

At December 31, 2009, the Company had off-balance sheet commitments to purchase investments equal to their fair value of $305.1, of which $218.5 was with related parties. At December 31, 2008, the Company had off-balance sheet commitments to purchase investments equal to their fair value of $353.3, of which $253.7 was with related parties. During 2009 and 2008, $46.8 and $81.3, respectively, was funded to related parties under off-balance sheet commitments.

Collateral

Under the terms of the Company’s Over-The-Counter Derivative ISDA Agreements (“ISDA Agreements”), the Company may receive from, or deliver to, counterparties, collateral to assure that all terms of the ISDA Agreements will be met with regard to the CSA. The terms of the CSA call for the Company to pay interest on any cash received equal to the Federal Funds rate. As of December 31, 2009, the Company did not hold any cash collateral and as of December 31, 2008, the Company held $4.4, of cash collateral, which was included in Payables under securities loan agreement, including collateral held, on the Consolidated Balance Sheets. In addition, as of December 31, 2009 and 2008, the Company delivered collateral of $130.3 and $93.4, respectively, in fixed maturities pledged under derivatives contracts, which was included in Securities pledged on the Consolidated Balance Sheets.

Litigation

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

C-90

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

Other Regulatory Matters

Regulatory Matters

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

Insurance and Retirement Plan Products and Other Regulatory Matters

Federal and state regulators, and self-regulatory agencies, are conducting broad inquiries and investigations involving the insurance and retirement industries. These initiatives currently focus on, among other things, compensation, revenue sharing, and other sales incentives; potential conflicts of interest; sales and marketing practices (including sales to seniors); specific product types (including group annuities and indexed annuities); product administrative issues; and disclosure. The Company and certain of its U.S. affiliates have received formal and informal requests in connection with such investigations, and have cooperated and are cooperating fully with each request for information. Some of these matters could result in regulatory action involving the Company. These initiatives also may result in new legislation and regulation that could significantly affect the financial services industry, including businesses in which the Company is engaged. In light of these and other developments, U.S. affiliates of ING, including the Company, periodically review whether modifications to their business practices are appropriate.

Investment Product Regulatory Issues

Since 2002, there has been increased governmental and regulatory activity relating to mutual funds and variable insurance products. This activity has primarily focused on inappropriate trading of fund shares; directed brokerage; compensation; sales practices, suitability, and supervision; arrangements with service providers; pricing; compliance and controls; adequacy of disclosure; and document retention.

C-91

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

In addition to responding to governmental and regulatory requests on fund trading issues, ING management, on its own initiative, conducted, through special counsel and a national accounting firm, an extensive internal review of mutual fund trading in ING insurance, retirement, and mutual fund products. The goal of this review was to identify any instances of inappropriate trading in those products by third parties or by ING investment professionals and other ING personnel.

The internal review identified several isolated arrangements allowing third parties to engage in frequent trading of mutual funds within the variable insurance and mutual fund products of certain affiliates of the Company, and identified other circumstances where frequent trading occurred despite measures taken by ING intended to combat market timing. Each of the arrangements has been terminated and disclosed to regulators, to the independent trustees of ING Funds (U.S.) and in Company reports previously filed with the Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended.

Action has been or may be taken with respect to certain ING affiliates before investigations relating to fund trading are completed. The potential outcome of such action is difficult to predict but could subject certain affiliates to adverse consequences, including, but not limited to, settlement payments, penalties, and other financial liability. It is not currently anticipated, however, that the actual outcome of any such action will have a material adverse effect on ING or ING’s U.S.-based operations, including the Company.

12. Restructuring Charges

2008 CitiStreet Integration

During the third quarter of 2008, integration initiatives began related to the acquisition of CitiStreet LLC, now known as ING Institutional Plan Services, LLC, by Lion, which provided significant operational and information technology efficiencies to ING’s U.S. retirement services businesses, including the Company, resulted in the recognition of integration and restructuring costs in 2008 and 2009. In addition, the Company implemented an expense reduction program for the purpose of streamlining its overall operations. The restructuring charges related to these expense reduction and integration initiatives include severance and other employee benefits and lease abandonment costs, which are included in Operating Expenses on the Consolidated Statements of Operations.

C-92

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

The following table illustrates the restructuring reserves and charges for the years ended December 31, 2009 and 2008.

				2009		2008
Restructuring reserve beginning balance			$	8.3	$	-
	Restructuring charges:
		Employee severance and termination benefits(1)		5.1		11.2
		Future rent on non-cancelable leases(2)		-		1.5
	Total restructuring charges			5.1		12.7
	Intercompany charges and payments(3)			(0.4)		(2.5)
	Payments applied against reserve(4)			(10.5)		(1.9)
Restructuring reserve at December 31			$	2.5	$	8.3
(1)	Amounts represent charges to the Company for all severed employees that support the Company, including those
	within affiliates.
(2)	Amounts represent intercompany expense allocations from ING AIH.  The expenses were allocated to the Company
	based upon the department that used the space, and the cash settlement occurred in January 2009 for 2008 expenses.
(3)	Amounts represent payments to ING affiliates for severance incurred by another ING entity for employees
	that supported the Company.  Payments were made through ING's intercompany cash settlement process.
(4)	Amounts represent payments to employees of the Company.

2009 Expense and Staff Reductions

On January 12, 2009, ING announced expense and staff reductions across all U.S. operations, which resulted in the elimination of 87 current and open positions in the Company. Due to the staff reductions, curtailment of pension benefits occurred during the first quarter of 2009, which resulted in the recognition of an immaterial loss related to unrecognized prior service costs.

C-93

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

13. Accumulated Other Comprehensive Income (Loss)

Shareholder’s equity included the following components of Accumulated other comprehensive loss as of December 31, 2009, 2008, and 2007.

				2009		2008		2007
Net unrealized capital gains (losses):
	Fixed maturities, available-for-sale, including
		OTTI of $(46.7) and $(238.8) of cumulative effect
		of change in accounting principle in 2009	$	133.4	$	(1,315.5)	$	(64.5)
	Equity securities, available-for-sale			12.8		(7.4)		6.3
	DAC/VOBA adjustment on available-for-sale
		securities including $134.0 of cumulative effect
		of change in accounting principle in 2009		(88.8)		650.9		7.8
	Sales inducements adjustment on
		available-for-sale securities		0.2		2.4		0.2
	Other investments			-		(0.3)		(0.7)
	Less: allocation to experience-rated contracts			-		-		(16.4)
Unrealized capital gains (losses), before tax				57.6		(669.9)		(34.5)
Deferred income tax asset (liability) (includes $30.4
	cumulative effect of change in accounting
	principle in 2009)			(24.9)		205.8		12.1
Deferred tax asset valuation allowance (includes
	$(77.3) cumulative effect of change in accounting
	principle in 2009)			(39.0)		-		(6.4)
Net unrealized capital gains (losses)				(6.3)		(464.1)		(28.8)
Pension liability, net of tax				(8.7)		(18.0)		(5.0)
Accumulated other comprehensive loss			$	(15.0)	$	(482.1)	$	(33.8)

On April 1, 2009, the Company adopted new US GAAP guidance on impairments, included in ASC Topic 320. As prescribed by this accounting guidance, noncredit impairments, reflecting the portion of the impairment between the present value of future cash flows and fair value, were recognized in Other comprehensive loss. As of December 31, 2009, net unrealized capital gains (losses) on available-for-sale fixed maturities included $46.7 of noncredit impairments. In addition, a cumulative transfer of noncredit impairments of $(151.7), after considering the effects of DAC of $134.0 and income taxes of $(46.9), was made from beginning retained earnings to Accumulated other comprehensive loss as of April 1, 2009.

C-94

ING Life Insurance and Annuity Company and Subsidiaries

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

Notes to Consolidated Financial Statements

(Dollar amount in millions, unless otherwise stated)

During 2009 and 2008, as a result of market conditions that resulted in large unrealized losses, the Company reflected net unrealized capital losses allocated to experience-rated contracts in Shareholder’s equity on the Consolidated Balance Sheets rather than Future policy benefits and claims reserves and no net unrealized losses were allocated to experience-rated contracts.

Changes in unrealized capital gains (losses) on securities, including securities pledged and noncredit impairments, and excluding those related to experience-rated contracts as recognized in Accumulated other comprehensive income (loss), reported net of DAC, VOBA, and income tax, were as follows for the years ended December 31, 2009, 2008, and 2007.

			2009		2008		2007
Fixed maturities, available-for-sale		$	1,448.9	$	(1,251.0)	$	(19.9)
Equity securities, available-for-sale			20.2		(13.7)		(11.8)
DAC/VOBA adjustment on
	available-for-sale securities		(739.7)		643.1		3.9
Sales inducements adjustment on
	available-for-sale securities		(2.2)		2.2		0.1
Premium deficiency reserve adjustment			-		-		37.5
Other investments			0.3		0.4		(1.5)
Less: allocation to experience-rated contracts			-		16.4		36.0
Unrealized capital gains (losses), before tax			727.5		(635.4)		(27.7)
Deferred income tax (liability) asset			(230.7)		193.7		9.7
Net change in unrealized capital gains (losses)		$	496.8	$	(441.7)	$	(18.0)

Changes in unrealized capital gains (losses) on securities, including securities pledged and noncredit impairments, as recognized in Accumulated other comprehensive income (loss), reported net of DAC, VOBA, and income taxes, were as follows for the years ended December 31, 2009, 2008, and 2007.

			2009		2008		2007
Net unrealized capital holding gains (losses) arising
	during the year (1)	$	513.0	$	(1,192.0)	$	(66.9)
Less: reclassification adjustment for gains
	(losses) and other items included in Net income (loss)(2)		16.2		(750.3)		(48.9)
Net change in unrealized capital gains (losses) on securities		$	496.8	$	(441.7)	$	(18.0)
(1)	Pretax unrealized capital holding gains (losses) arising during the year were $751.2, $(1,714.8), and $(102.9), for the years
	ended December 31, 2009, 2008, and 2007, respectively.
(2)	Pretax reclassification adjustments for gains (losses) and other items included in Net income (loss) were $23.7,
	$(1,079.4), and $(75.2), for the years ended December 31, 2009, 2008, and 2007, respectively.

The reclassification adjustments for gains (losses) and other items included in Net income (loss) in the above table are determined by specific identification of each security sold or impaired during the period.

The following table identifies the amount of noncredit impairments on fixed maturities recognized in Other comprehensive income (loss) as of the dates indicated.

				2009
Balance at April 1, 2009(1)			$	-
	Additional noncredit impairments:
		On securities not previously impaired		53.0
		On securities previously impaired		0.3
	Reductions:
		Securities sold, matured, prepaid or paid down(2)		(0.8)
		Securities with additional credit impairments(2)		(5.8)
Balance at December 31, 2009			$	46.7
(1)	New guidance on recognition and presentation of OTTI, included in ASC Topic 320, was adopted on April 1, 2009.
(2)	Represents realization of noncredit impairments to Net income (loss).

C-95

333-09515 April 2010

PART C - OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a)	Financial Statements:
	(1)	Included in Part A
		Condensed Financial Information
	(2)	Included in Part B:
		Financial Statements of Variable Annuity Account B:
		-	Report of Independent Registered Public Accounting Firm
		-	Statements of Assets and Liabilities as of December 31, 2009
		-	Statements of Operations for the year ended December 31, 2009
		-	Statements of Changes in Net Assets for the years ended December 31, 2009 and
			2008
		-	Notes to Financial Statements
		Consolidated Financial Statements of ING Life Insurance and Annuity Company:
		-	Report of Independent Registered Public Accounting Firm
		-	Consolidated Statements of Operations for the years ended December 31, 2009,
			2008 and 2007
		-	Consolidated Balance Sheets as of December 31, 2009 and 2008
		-	Consolidated Statements of Changes in Shareholder’s Equity for the years ended
			December 31, 2009, 2008 and 2007
		-	Consolidated Statements of Cash Flows for the years ended December 31, 2009,
			2008 and 2007
		-	Notes to Financial Statements

(b)	Exhibits:
	(1)	Resolution establishing Variable Annuity Account B (“Registrant”). (Incorporated by
		reference to Post-Effective Amendment No. 6 to the Registration Statement on Form N-
		4, File No. 33-75986, as filed on April 22, 1996.)
	(2)	Not Applicable.
	(3.1)	Standard form of Broker-Dealer Agreement. (Incorporated herein by reference to Post-
		Effective Amendment No. 32 to Registration Statement on Form N-4, File No. 33-
		81216, as filed on April 22, 1996.)
	(3.2)	Underwriting Agreement dated November 17, 2006, between ING Life Insurance and
		Annuity Company and ING Financial Advisers, LLC. (Incorporated herein by reference
		to Post-Effective Amendment No. 34 to Registration Statement on Form N-4, File No.
		33-75996, as filed on December 20, 2006.)
	(3.3)	Confirmation of Underwriting Agreement. (Incorporated herein by reference to Post-
		Effective Amendment No. 32 to Registration Statement on Form N-4, File No. 33-81216,
		as filed on April 11, 2006.)
	(3.4)	Form of Rule 22c-2 Agreement. (Incorporated herein by reference to Post-Effective
		Amendment No. 10 to Registration Statement on Form N-4, File No. 333-115515, as
		filed on April 12, 2007.)
	(4.1)	Variable Annuity Contract (A050SP96). (Incorporated by reference to Registration
Statement on Form N-4, File No. 333-09515, as filed on August 2, 1996.)
	(4.2)	Variable Annuity Contract (A050SP99). (Incorporated by reference to Post-Effective
		Amendment No. 7 to Registration Statement on Form N-4, File No. 333-09515, as filed
		on April 20, 1999.)
	(4.3)	Endorsement SPIAE99 to Variable Annuity Contract A050SP99. (Incorporated by
		reference to Post-Effective Amendment No. 7 to Registration Statement on Form N-4,
		File No. 333-09515, as filed on April 20, 1999.)
	(4.4)	Endorsement SPIAE-01 to Variable Annuity Contract A050SP99 (Incorporated by
		reference to Post-Effective Amendment No. 13 to Registration Statement on Form N-4,
		File No. 333-09515, as filed on April 18, 2001.)

(4.5)	Endorsement SPIAEVW99 to Variable Annuity Contract A050SP99. (Incorporated by
	reference to Post-Effective Amendment No. 7 to Registration Statement on Form N-4,
	File No. 333-09515, as filed on April 20, 1999.)
(4.6)	Endorsement SPIAEW99 to Variable Annuity Contract A050SP99. (Incorporated by
	reference to Post-Effective Amendment No. 7 to Registration Statement on Form N-4,
	File No. 333-09515, as filed on April 20, 1999.)
(4.7)	Endorsement SPIAEVPG99 to Variable Annuity Contract A050SP99. (Incorporated by
	reference to Post-Effective Amendment No. 7 to Registration Statement on Form N-4,
	File No. 333-09515, as filed on April 20, 1999.)
(4.8)	Endorsement SPIAEVMI-01 to Variable Annuity Contract A050SP99. (Incorporated by
	reference to Post-Effective Amendment No. 13 to Registration Statement on Form N-4,
	File No. 333-09515, as filed on April 18, 2001.)
(4.9)	Endorsement E401SP96 to Variable Annuity Contract A050SP99. (Incorporated by
	reference to Post-Effective Amendment No. 7 to Registration Statement on Form N-4,
	File No. 333-09515, as filed on April 20, 1999.)
(4.10)	Endorsement E403SP96 to Variable Annuity Contract A050SP99. (Incorporated by
	reference to Post-Effective Amendment No. 7 to Registration Statement on Form N-4,
	File No. 333-09515, as filed on April 20, 1999.)
(4.11)	Endorsement SPIA457-99 to Variable Annuity Contract A050SP99. (Incorporated by
	reference to Post-Effective Amendment No. 7 to Registration Statement on Form N-4,
	File No. 333-09515, as filed on April 20, 1999.)
(4.12)	Variable Annuity Contract (SPIA(GR)99). (Incorporated by reference to Post-Effective
	Amendment No. 7 to Registration Statement on Form N-4, File No. 333-09515, as filed
	on April 20, 1999.)
(4.13)	Variable Annuity Contract Certificate (SPIA(GR)-99CERT). (Incorporated by reference
	to Post-Effective Amendment No. 7 to Registration Statement on Form N-4, File No.
	333-09515, as filed on April 20, 1999.)
(4.14)	Endorsement SPIAE(GR)99 to Variable Annuity Contract SPIA(GR)99 and Certificate
	SPIA(GR)-99CERT. (Incorporated by reference to Post-Effective Amendment No. 7 to
	Registration Statement on Form N-4, File No. 333-09515, as filed on April 20, 1999.)
(4.15)	Endorsement SPIAEVW(GR)99 to Variable Annuity Contract SPIA(GR)99 and
Certificate SPIA(GR)-99CERT. (Incorporated by reference to Post-Effective
	Amendment No. 7 to Registration Statement on Form N-4, File No. 333-09515, as filed
	on April 20, 1999.)
(4.16)	Endorsement SPIAEW(GR)99 to Variable Annuity Contract SPIA(GR)99 and
Certificate SPIA(GR)-99CERT. (Incorporated by reference to Post-Effective
	Amendment No. 7 to Registration Statement on Form N-4, File No. 333-09515, as filed
	on April 20, 1999.)
(4.17)	Endorsement SPIAEVPG(GR)99 to Variable Annuity Contract SPIA(GR)99 and
Certificate SPIA(GR)-99CERT. (Incorporated by reference to Post-Effective
	Amendment No. 7 to Registration Statement on Form N-4, File No. 333-09515, as filed
	on April 20, 1999.)
(4.18)	Endorsement SPIAE401(GR)99 to Variable Annuity Contract SPIA(GR)99 and
Certificate SPIA(GR)-99CERT. (Incorporated by reference to Post-Effective
	Amendment No. 7 to Registration Statement on Form N-4, File No. 333-09515, as filed
	on April 20, 1999.)
(4.19)	Endorsement SPIAE403(GR)99 to Variable Annuity Contract SPIA(GR)99 and
Certificate SPIA(GR)-99CERT. (Incorporated by reference to Post-Effective
	Amendment No. 7 to Registration Statement on Form N-4, File No. 333-09515, as filed
	on April 20, 1999.)
(4.20)	Endorsement SPIAE457(GR)99 to Variable Annuity Contract SPIA(GR)99 and
Certificate SPIA(GR)-99CERT. (Incorporated by reference to Post-Effective
	Amendment No. 7 to Registration Statement on Form N-4, File No. 333-09515, as filed
	on April 20, 1999.)

(4.21)	Endorsement SPIAEIRA(GR)99 to Variable Annuity Contract SPIA(GR)99 and
Certificate SPIA(GR)-99CERT. (Incorporated by reference to Post-Effective
	Amendment No. 7 to Registration Statement on Form N-4, File No. 333-09515, as filed
	on April 20, 1999.)
(4.22)	Endorsement EEGTRRA-HEG(01) to Variable Annuity Contract SPIA(GR)99 and
	Certificate SPIA(GR)99CERT. (Incorporated by reference to Post-Effective Amendment
	No. 22 to Registration Statement on Form N-4, File No. 33-81216, as filed on February
	15, 2002.)
(4.23)	Endorsements ENMCHG (05/02) and ENMCHGI (05/02) for name change.
	(Incorporated by reference to Post-Effective Amendment No. 30 to Registration
	Statement on Form N-4, File No. 33-75962, as filed on April 8, 2002.)
(5.1)	Variable Annuity Contract Application (82941 (2/99)). (Incorporated by reference to
	Post-Effective Amendment No. 7 to Registration Statement on Form N-4, File No. 333-
	09515, as filed on April 20, 1999.)
(5.2)	Variable Annuity Contract Application for New York (82950 (2/99)). (Incorporated by
	reference to Post-Effective Amendment No. 7 to Registration Statement on Form N-4,
	File No. 333-09515, as filed on April 20, 1999.)
(6.1)	Restated Certificate of Incorporation (amended and restated as of October 1, 2007) of
	ING Life Insurance and Annuity Company). (Incorporated herein by reference to ING
	Life Insurance and Annuity Company Annual Report on Form 10-K, File No. 33-23376,
	as filed on March 31, 2008.)
(6.2)	Amended and Restated By-Laws of ING Life Insurance and Annuity Company, effective
October 1, 2007. (Incorporated herein by reference to the ING Life Insurance and
	Annuity Company annual report on form 10-K, File No. 33-23376, as filed on March 31,
	2008.)

(7)      Not applicable.

(8.1)	Fund Participation Agreement dated June 30, 1998 by and among AIM Variable
	Insurance Funds, Inc., A I M Distributors, Inc. and Aetna Life Insurance and Annuity
	Company. (Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
	Statement on Form N-4, File No. 333-56297, as filed on August 4, 1998.)
(8.2)	Amendment No. 1 dated October 1, 2000 to Participation Agreement dated June 30,
	1998 by and among AIM Variable Insurance Funds (formerly AIM Variable Insurance
	Funds, Inc.), A I M Distributors, Inc. and Aetna Life Insurance and Annuity Company.
(Incorporated by reference to Post-Effective Amendment No. 24 to Registration
	Statement on Form N-4, File No. 333-01107, as filed on April 13, 2001.)
(8.3)	First Amendment dated November 17, 2000 to Participation Agreement dated June 30,
	1998 by and among AIM Variable Insurance Funds (formerly AIM Variable Insurance
	Funds, Inc.), A I M Distributors, Inc. and Aetna Life Insurance and Annuity Company.
(Incorporated by reference to Post-Effective Amendment No. 24 to Registration
	Statement on Form N-4, File No. 333-01107, as filed on April 13, 2001.)
(8.4)	Amendment dated July 12, 2002 to Participation Agreement dated as of June 30, 1998,
	as amended on October 1, 2000 and November 17, 2000 by and among AIM Variable
	Insurance Funds, A I M Distributors, Inc., Aetna Life Insurance Company and Annuity
	Company and Aetna Investment Services, LLC.(Incorporated by reference to Post-
	Effective Amendment No. 32 to Registration Statement on Form N-4. File No. 33-75988,
	as filed on April 13, 2004.)
(8.5)	Rule 22c-2 Agreement dated no later than April 16, 2007 and is effective as of October
	16, 2007 between AIM Investment Services, Inc., 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.)

(8.6)	Service Agreement effective June 30, 1998 between Aetna Life Insurance and Annuity
Company and AIM Advisors, Inc. (Incorporated by reference to Pre-Effective
	Amendment No. 1 to Registration Statement on Form N-4, File No. 333-56297, as filed
	on August 4, 1998.)
(8.7)	First Amendment dated October 1, 2000 to the Service Agreement dated June 30, 1998
between Aetna Life Insurance and Annuity Company and AIM Advisors, Inc.
	(Incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement
	on Form N-4, File No. 333-49176, as filed on November 30, 2000.)
(8.8)	Fund Participation Agreement dated as of May 1, 1998 by and among Aetna Life
	Insurance and Annuity Company and Aetna Variable Fund, Aetna Variable Encore
	Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of
	each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its series, Aetna
Variable Portfolios, Inc. on behalf of each of its series, and Aeltus Investment
	Management, Inc. (Incorporated by reference to Registration Statement on Form N-4,
	File No. 333-56297, as filed on June 8, 1998.)
(8.9)	Amendment dated November 9, 1998 to Fund Participation Agreement dated as of May
	1, 1998 by and among Aetna Life Insurance and Annuity Company and Aetna Variable
	Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc.,
	Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on
	behalf of each of its series, Aetna Variable Portfolios, Inc. on behalf of each of its series,
	and Aeltus Investment Management, Inc. (Incorporated by reference to Post-Effective
	Amendment No. 2 to Registration Statement on Form N-4, File No. 333-56297, as filed
	on December 14, 1998.)
(8.10)	Second Amendment dated December 31, 1999 to Fund Participation Agreement dated as
	of May 1, 1998 and amended on November 9, 1998 by and among Aetna Life Insurance
	and Annuity Company and Aetna Variable Fund, Aetna Variable Encore Fund, Aetna
	Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its
	series, Aetna Generation Portfolios, Inc. on behalf of each of its series, Aetna Variable
	Portfolios, Inc. on behalf of each of its series and Aeltus Investment Management, Inc.
(Incorporated by reference to Post-Effective Amendment No. 19 to Registration
Statement on Form N-4, File No. 333-01107, as filed on February 16, 2000.)
(8.11)	Third Amendment dated February 11, 2000 to Fund Participation Agreement dated as of
	May 1, 1998 and amended on November 9, 1998 and December 31, 1999 by and among
	Aetna Life Insurance and Annuity Company and Aetna Variable Fund, Aetna Variable
	Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on
	behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its
series, Aetna Variable Portfolios, Inc. on behalf of each of its series and Aeltus
	Investment Management, Inc. (Incorporated by reference to Post-Effective Amendment
	No. 20 to Registration Statement on Form N-4, File No. 333-01107, as filed on April 4,
	2000.)
(8.12)	Fourth Amendment dated May 1, 2000 to Fund Participation Agreement dated as of May
	1, 1998 and amended on November 9, 1998, December 31, 1999 and February 11, 2000
	by and among Aetna Life Insurance and Annuity Company and Aetna Variable Fund,
	Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna
	GET Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of
	each of its series, Aetna Variable Portfolios, Inc. on behalf of each of its series and
	Aeltus Investment Management, Inc. (Incorporated by reference to Post-Effective
	Amendment No. 20 to Registration Statement on Form N-4 (File No. 333-01107), as
	filed on April 4, 2000.

(8.13)	Fifth Amendment dated February 27, 2001 to Fund Participation Agreement dated as of
	May 1, 1998 and amended on November 9, 1998, December 31, 1999, February 11,
	2000 and May 1, 2000 by and among Aetna Life Insurance and Annuity Company and
Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna
	Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation
	Portfolios, Inc. on behalf of each of its series, Aetna Variable Portfolios, Inc. on behalf
	of each of its series and Aeltus Investment Management, Inc. (Incorporated by reference
	to Post-Effective Amendment No. 24 to Registration Statement on Form N-4, File No.
	333-01107, as filed on April 13, 2001.)
(8.14)	Sixth Amendment dated as of June 19, 2001 to Fund Participation Agreement dated as of
	May 1, 1998 and amended on November 9, 1998, December 31, 1999, February 11,
	2000, May 1, 2000 and February 27, 2001 among Aetna Life Insurance and Annuity
Company, Aeltus Investment Management, Inc. and Aetna Variable Fund, Aetna
	Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET
	Fund, on behalf of each of its series, Aetna Generations Portfolios, Inc. on behalf of each
of its series, and Aetna Variable Portfolios, Inc. on behalf of each of its series.
(Incorporated by reference to Post-Effective Amendment No. 32 to Registration
	Statement on Form N-4, File No. 33-75988, as filed on April 13, 2004.)
(8.15)	Service Agreement effective as of May 1, 1998 between Aeltus Investment
	Management, Inc. and Aetna Life Insurance and Annuity Company in connection with
	the sale of shares of Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income
	Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna
	Generation Portfolios, Inc. on behalf of each of its series, and Aetna Variable Portfolios,
	Inc. on behalf of each of its series. (Incorporated by reference to Registration Statement
	on Form N-4, File No. 333-56297, as filed on June 8, 1998.)
(8.16)	Amendment dated November 4, 1998 and effective as of October 15, 1998 to Service
	Agreement effective as of May 1, 1998 between Aeltus Investment Management, Inc.
	and Aetna Life Insurance and Annuity Company in connection with the sale of shares of
Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna
	Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation
	Portfolios, Inc. on behalf of each of its series, and Aetna Variable Portfolios, Inc. on
	behalf of each of its series. (Incorporated by reference to Post-Effective Amendment No.
	2 to Registration Statement on Form N-4, File No. 333-56297, as filed on December 14,
	1998.)
(8.17)	Second Amendment dated February 11, 2000 to Service Agreement effective as of May
	1, 1998 and amended on November 4, 1998 between Aeltus Investment Management,
	Inc. and Aetna Life Insurance and Annuity Company in connection with the sale of
	shares of Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares,
Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna
	Generation Portfolios, Inc. on behalf of each of its series and Aetna Variable Portfolios,
Inc. on behalf of each of its series. (Incorporated by reference to Post-Effective
	Amendment No. 20 to Registration Statement on Form N-4, File No. 333-01107, as filed
	on April 4, 2000.)
(8.18)	Third Amendment dated May 1, 2000 to Service Agreement effective as of May 1, 1998
	and amended on November 4, 1998 and February 11, 2000 between Aeltus Investment
	Management, Inc. and Aetna Life Insurance and Annuity Company in connection with
	the sale of shares of Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income
	Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna
	Generation Portfolios, Inc. on behalf of each of its series and Aetna Variable Portfolios,
Inc. on behalf of each of its series. (Incorporated by reference to Post-Effective
	Amendment No. 20 to Registration Statement on Form N-4, File No. 333-01107, as filed
	on April 4, 2000.)

(8.19)	Fourth Amendment dated as of June 26, 2001 to Service Agreement with Investment
	Advisor effective as of May 1, 1998, as amended on November 4, 1998, February 11,
	2000 and May 1, 2000 between Aeltus Investment Management, Inc. and Aetna Life
	Insurance and Annuity Company in connection with the sale of shares of Aetna Variable
	Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc.,
	Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on
	behalf of each of its series and Aetna Variable Portfolios, Inc. on behalf of each of its
	series. (Incorporated by reference to Post-Effective Amendment No. 32 to Registration
	Statement on Form N-4. File No. 33-75988, as filed on April 13, 2004.)
(8.20)	Fund Participation Agreement dated February 1, 1994 and amended on December 15,
	1994, February 1, 1995, May 1, 1995, January 1, 1996 and March 1, 1996 between
	Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund and
Fidelity Distributors Corporation. (Incorporated by reference to Post-Effective
	Amendment No. 12 to Registration Statement on Form N-4, File No. 33-75964, as filed
	on February 11, 1997.)
(8.21)	Fifth Amendment dated as of May 1, 1997 to the Fund Participation Agreement dated
	February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995,
January 1, 1996 and March 1, 1996 between Aetna Life Insurance and Annuity
	Company, Variable Insurance Products Fund and Fidelity Distributors Corporation.
(Incorporated by reference to Post-Effective Amendment No. 30 to Registration
Statement on Form N-4, File No. 33-34370, as filed on September 29, 1997.)
(8.22)	Sixth Amendment dated as of November 6, 1997 to the Fund Participation Agreement
	dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1,
	1995, January 1, 1996, March 1, 1996 and May 1, 1997 between Aetna Life Insurance
	and Annuity Company, Variable Insurance Products Fund and Fidelity Distributors
Corporation. (Incorporated by reference to Post-Effective Amendment No. 16 to
	Registration Statement on Form N-4, File No. 33-75964, as filed on February 9, 1998.)
(8.23)	Seventh Amendment dated as of May 1, 1998 to the Fund Participation Agreement dated
	February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995,
	January 1, 1996, March 1, 1996, May 1, 1997 and November 6, 1997 between Aetna
	Life Insurance and Annuity Company, Variable Insurance Products Fund and Fidelity
	Distributors Corporation. (Incorporated by reference to Registration Statement on Form
	N-4, File No. 333-56297, as filed on June 8, 1998.)
(8.24)	Eighth Amendment dated December 1, 1999 to Fund Participation Agreement dated
	February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995,
	January 1, 1996, March 1, 1996, May 1, 1997, November 6, 1997 and May 1, 1998
	between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund
	and Fidelity Distributors Corporation. (Incorporated by reference to Post-Effective
	Amendment No. 19 to Registration Statement on Form N-4, File No. 333-01107, as filed
	on February 16, 2000.)
(8.25)	Ninth Amendment dated as of August 15, 2007 to the Fund Participation Agreement
	dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1,
	1995, January 1, 1996, March 1, 1996, May 1, 1997, November 6, 1997 and May 1,
	1998 between ING Life Insurance and Annuity Company (formerly known as Aetna Life
	Insurance and Annuity Company), Variable Insurance Products Fund and Fidelity
	Distributors Corporation. (Incorporated by reference to Post-Effective Amendment No.
	46 to Registration Statement on Form N-4, File No. 333-01107, as filed on February 15,
	2008.)
(8.26)	Rule 22c-2 Agreement dated no later than April 16, 2007 and is effective as of October
	16, 2007 between Fidelity Distributors Corporation, 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.)

(8.27)	Fund Participation Agreement dated February 1, 1994 and amended on December 15,
	1994, February 1, 1995, May 1, 1995, January 1, 1996 and March 1, 1996 between
	Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund II and
Fidelity Distributors Corporation. (Incorporated by reference to Post-Effective
	Amendment No. 12 to Registration Statement on Form N-4, File No. 33-75964, as filed
	on February 11, 1997.)
(8.28)	Fifth Amendment dated as of May 1, 1997 to the Fund Participation Agreement dated
	February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995,
January 1, 1996 and March 1, 1996 between Aetna Life Insurance and Annuity
	Company, Variable Insurance Products Fund II and Fidelity Distributors Corporation.
(Incorporated by reference to Post-Effective Amendment No. 30 to Registration
Statement on Form N-4, File No. 33-34370, as filed on September 29, 1997.)
(8.29)	Sixth Amendment dated as of January 20, 1998 to the Fund Participation Agreement
	dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1,
	1995, January 1, 1996, March 1, 1996 and May 1, 1997 between Aetna Life Insurance
	and Annuity Company, Variable Insurance Products Fund II and Fidelity Distributors
Corporation. (Incorporated by Reference to Post-Effective Amendment No. 7 to
	Registration Statement on Form S-6, File No. 33-75248, as filed on February 24, 1998.)
(8.30)	Seventh Amendment dated as of May 1, 1998 to the Fund Participation Agreement dated
	February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995,
	January 1, 1996, March 1, 1996, May 1, 1997 and January 20, 1998 between Aetna Life
	Insurance and Annuity Company, Variable Insurance Products Fund II and Fidelity
	Distributors Corporation. (Incorporated by reference to Registration Statement on Form
	N-4, File No. 333-56297, as filed on June 8, 1998.)
(8.31)	Eighth Amendment dated December 1, 1999 to Fund Participation Agreement dated
	February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995,
	January 1, 1996, March 1, 1996, May 1, 1997, January 20, 1998 and May 1, 1998
	between Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund
	II and Fidelity Distributors Corporation. (Incorporated by reference to Post-Effective
	Amendment No. 19 to Registration Statement on Form N-4, File No. 333-01107, as filed
	on February 16, 2000.)
(8.32)	Letter Agreement dated May 16, 2007 and effective July 2, 2007 between ING Life
	Insurance and Annuity Company, Variable Insurance Products Fund, Variable Insurance
	Products Fund I, Variable Insurance Products Fund II, Variable Insurance Product Fund
	V and Fidelity Distributors Corporation. (Incorporated by reference to Post-Effective
	Amendment No. 51 to the Registration Statement on Form N-4, File No. 033-75962, as
	filed on July 27, 2007.)
(8.33)	Service Agreement effective as of June 1, 2002 by and between Fidelity Investments
	Institutional Operations Company, Inc. and ING Financial Advisers, LLC. (Incorporated
	by reference to Post-Effective Amendment No. 33 to Registration Statement on Form N-
	4, File No. 33-75988, as filed on August 5, 2004.)
(8.34)	Service Contract effective as of June 1, 2002 by and between Directed Services, Inc.,
	ING Financial Advisers, LLC, and Fidelity Distributors Corporation. (Incorporated by
	reference to Post-Effective Amendment No. 33 to Registration Statement on Form N-4,
	File No. 33-75988, as filed on August 5, 2004.)
(8.35)	Participation Agreement dated as of November 28, 2001 among Portfolio Partners, Inc.,
	Aetna Life Insurance and Annuity Company and Aetna Investment Services, LLC.
(Incorporated by reference to Post-Effective Amendment No. 30 to Registration
	Statement on Form N-4, File No. 33-75962, as filed on April 8, 2002.)
(8.36)	Amendment dated March 5, 2002 between Portfolio Partners, Inc. (to be renamed ING
	Partners, Inc. effective May 1, 2002), Aetna Life Insurance and Annuity Company (to be
	renamed ING Life Insurance and Annuity Company effective May 1, 2002) and Aetna
	Investment Services LLC (to be renamed ING Financial Advisers, LLC) to Participation
	Agreement dated November 28, 2001. (Incorporated by reference to Post-Effective
	Amendment No. 30 to Registration Statement on Form N-4, File No. 33-75962, as filed
	on April 8, 2002.)

(8.37)	Amendment dated May 1, 2003 between ING Partners, Inc., ING Life Insurance and
	Annuity Company and ING Financial Advisers, LLC to the Participation Agreement
dated as of November 28, 2001 and subsequently amended on March 5, 2002.
(Incorporated by reference to Post-Effective Amendment No. 28 to Registration
	Statement on Form N-4, File No. 33-75988, as filed on April 10, 2003.)
(8.38)	Amendment dated November 1, 2004 to the Participation Agreement between ING
	Partners, Inc., ING Life Insurance and Annuity Company and ING Financial Advisers,
	LLC dated as of November 28, 2001 and subsequently amended on March 5, 2002 and
May 1, 2003. (Incorporated by reference to Post-Effective Amendment No. 20 to
	Registration Statement on Form N-1A, File No. 333-32575, as filed on April 1, 2005.)
(8.39)	Amendment dated April 29, 2005 to the Participation Agreement between ING Partners,
	Inc., ING Life Insurance and Annuity Company and ING Financial Advisers, LLC dated
	as of November 28, 2001 and subsequently amended on March 5, 2002, May 1, 2003
	and November 1, 2004. (Incorporated by reference to Post-Effective Amendment No. 32
	to Registration Statement on Form N-4, File No. 33-81216, as filed on April 11, 2006.)
(8.40)	Amendment dated August 31, 2005 to the Participation Agreement between ING
	Partners, Inc., ING Life Insurance and Annuity Company and ING Financial Advisers,
	LLC dated November 28, 2001 and subsequently amended on March 5, 2002, May 1,
2003, November 1, 2004 and April 29, 2005. (Incorporated by reference to Post-
	Effective Amendment No. 32 to Registration Statement on Form N-4, File No. 33-
	81216, as filed on April 11, 2006.)
(8.41)	Amendment dated December 7, 2005 to the Participation Agreement between ING
	Partners, Inc., ING Life Insurance and Annuity Company and ING Financial Advisers,
	LLC dated as of November 28, 2001 and subsequently amended on March 5, 2002, May
	1, 2003, November 1, 2004, April 29, 2005, and August 31, 2005. (Incorporated by
	reference to Post-Effective Amendment No. 32 to Registration Statement on Form N-4,
	File No. 33-81216, as filed on April 11, 2006.)
(8.42)	Shareholder Servicing Agreement (Service Class Shares) dated as of November 27, 2001
	between Portfolio Partners, Inc. and Aetna Life Insurance and Annuity Company.
(Incorporated by reference to Post-Effective Amendment No. 30 to Registration
	Statement on Form N-4, File No. 33-75962, as filed on April 8, 2002.)
(8.43)	Amendment dated March 5, 2002 between Portfolio Partners, Inc. (to be renamed ING
	Partners, Inc. effective May 1, 2002) and Aetna Life Insurance and Annuity Company
	(to be renamed ING Life Insurance and Annuity Company effective May 1, 2002) to the
	Shareholder Servicing Agreement dated November 27, 2001. (Incorporated by reference
	to Post-Effective Amendment No. 30 to Registration Statement on Form N-4, File No.
	33-75962, as filed on April 8, 2002.)
(8.44)	Amendment dated May 1, 2003 by and between ING Partners, Inc. and ING Life
	Insurance and Annuity Company to the Shareholder Servicing Agreement (Service Class
	Shares) dated November 27, 2001, as amended on March 5, 2002. (Incorporated by
	reference to Post-Effective Amendment No. 28 to Registration Statement on Form N-4,
	File No. 33-75988, as filed on April 10, 2003.)
(8.45)	Form of Amendment dated November 1, 2004 to the Shareholder Servicing Agreement
	(Service Class Shares) by and between ING Partners, Inc. and ING Life Insurance and
	Annuity Company dated November 27, 2001, as amended on March 5, 2002 and May 1,
	2003. (Incorporated by reference to Post-Effective Amendment No. 20 to Registration
	Statement on Form N-4, File No.333-09515, as filed on April 13, 2006.)
(8.46)	Amendment dated April 29, 2005 to the Shareholder Servicing Agreement (Service
	Class Shares) by and between ING Partners, Inc. and ING Life Insurance and Annuity
	Company dated November 27, 2001, and amended on March 5, 2002, May 1, 2003 and
	November 1, 2004. (Incorporated by reference to Post-Effective Amendment No. 32 to
	Registration Statement on Form N-4, File No. 33-81216, as filed on April 11, 2006.)

(8.47)	Form of Amendment dated December 7, 2005 to the Shareholder Servicing Agreement
	(Service Class Shares) by and between ING Partners, Inc. and ING Life Insurance and
	Annuity Company dated November 27, 2001, and amended on March 5, 2002, May 1,
2003, November 1, 2004 and April 29, 2005. (Incorporated by reference to Post-
	Effective Amendment No. 20 to Registration Statement on Form N-4, File No.333-
	09515, as filed on April 13, 2006.)
(8.48)	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, attached.
(11)	Not Applicable.
(12)	Not Applicable.
(13)	Authorization for Signatures. (Incorporated by reference to Post-Effective Amendment No.
	5 to Registration Statement on Form N-4, File No. 33-75986, as filed on April 12, 1996.)
(14)	Powers of Attorney, attached.

Item 25	Directors and Officers of the Depositor
	Name and Principal Business Address	Positions and Offices with Depositor
Thomas J. McInerney, One Orange Way, Windsor, CT		Director and Chairman
06095-4774
Catherine H. Smith, One Orange Way, Windsor, CT		President and Director
06095-4774
Ewout L. Steenbergen, 230 Park Avenue, New York,		Director, Executive Vice President and Chief Financial
NY 10169		Officer
Michael S. Smith, 1475 Dunwoody Drive, West		Director
Chester, PA 19380
Robert G. Leary, 230 Park Avenue, New York, NY		Director
10169
Donald W. Britton, 5780 Powers Ferry Road, NW,		Director
Atlanta, GA 30327
Lynne R. Ford, 230 Park Avenue, New York, NY 10169		Executive Vice President
Sue A. Collins, One Orange Way, Windsor, CT 06095-		Senior Vice President and Chief Actuary
4774
Boyd G. Combs, 5780 Powers Ferry Road, NW,		Senior Vice President, Tax
Atlanta, GA 30327
Brian D. Comer, One Orange Way, Windsor, CT 06095-		Senior Vice President
4774
Ralph R. Ferraro, One Orange Way, Windsor, CT		Senior Vice President
06095-4774
Mark B. Kaye, 1475 Dunwoody Drive, West Chester,		Senior Vice President
PA 19380
Richard T. Mason, One Orange Way, Windsor, CT		Senior Vice President
06095-4774
Timothy T. Matson, One Orange Way, Windsor, CT		Senior Vice President
06095-4774
Shawn P. Matthews, 10 State House Square, Hartford,		Senior Vice President
CT 06103
David S. Pendergrass, 5780 Powers Ferry Road, NW,		Senior Vice President and Treasurer
Atlanta, GA 30327

Steven T. Pierson, 5780 Powers Ferry Road, NW,	Senior Vice President and Chief Accounting Officer
Atlanta, GA 30327
Stephen J. Preston, 1475 Dunwoody Drive, West	Senior Vice President
Chester, PA 19380
Ida Colon, One Orange Way, Windsor, CT 06095-4774	Vice President and Chief Compliance Officer
Joy M. Benner, 20 Washington Avenue South,	Secretary
Minneapolis, MN 55401

Item 26.	Persons Controlled by or Under Common Control with the Depositor or Registrant
	Incorporated herein by reference to Item 28 in Post-Effective Amendment No. 28 to Registration
	Statement on Form N-6 for Select*Life Variable Account of ReliaStar Life Insurance Company (File
	No. 033-57244), as filed with the Securities and Exchange Commission on April 6, 2010.
Item 27.	Number of Contract Owners
	As of February 28, 2010, there were 53,116 individuals holding interests in variable annuity contracts
funded through Variable Annuity Account B of ING Life Insurance and Annuity Company.
Item 28.	Indemnification
	Section 33-779 of the Connecticut General Statutes (“CGS”) provides that a corporation may provide
	indemnification of or advance expenses to a director, officer, employee or agent only as permitted by
	Sections 33-770 to 33-778, inclusive, of the CGS. Reference is hereby made to Section 33-771(e) of the
	CGS regarding indemnification of directors and Section 33-776(d) of CGS regarding indemnification of
	officers, employees and agents of Connecticut corporations. These statutes provide in general that
	Connecticut corporations incorporated prior to January 1, 1997 shall, except to the extent that their
	certificate of incorporation expressly provides otherwise, indemnify their directors, officers, employees
	and agents against “liability” (defined as the obligation to pay a judgment, settlement, penalty, fine,
	including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses
	incurred with respect to a proceeding) when (1) a determination is made pursuant to Section 33-775 that
	the party seeking indemnification has met the standard of conduct set forth in Section 33-771 or (2) a
	court has determined that indemnification is appropriate pursuant to Section 33-774. Under Section 33-
	775, the determination of and the authorization for indemnification are made (a) by two or more
	disinterested directors, as defined in Section 33-770(3); (b) by special legal counsel; (c) by the
	shareholders; or (d) in the case of indemnification of an officer, agent or employee of the corporation,
	by the general counsel of the corporation or such other officer(s) as the board of directors may specify.
	Also Section 33-772 with Section 33-776 provide that a corporation shall indemnify an individual who
	was wholly successful on the merits or otherwise against reasonable expenses incurred by him in
	connection with a proceeding to which he was a party because he is or was a director, officer, employee,
	or agent of the corporation. Pursuant to Section 33-771(d), in the case of a proceeding by or in the right
	of the corporation or with respect to conduct for which the director, officer, agent or employee was
	adjudged liable on the basis that he received a financial benefit to which he was not entitled,
	indemnification is limited to reasonable expenses incurred in connection with the proceeding against the
	corporation to which the individual was named a party.
	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 Connecticut, ING America
	Insurance Holdings, Inc. maintains Professional Liability and fidelity bond insurance policies issued by
	an international insurer. The policies cover ING America Insurance Holdings, Inc. and any company in
	which ING America Insurance Holdings, Inc. has a controlling financial interest of 50% or more. These
	policies include the principal underwriter, as well as, the depositor and any/all assets under the care,
	custody and control of ING America Insurance Holdings, Inc. and/or its subsidiaries. The policies
	provide for the following types of coverage: errors and omissions/professional liability, employment
	practices liability and fiduciary/crime.
	Section 20 of the ING Financial Advisers, LLC Limited Liability Company Agreement executed as of
	November 28, 2000, provides that ING Financial Advisers, LLC will indemnify certain persons against

	any loss, damage, claim or expenses (including legal fees) incurred by such person if he is made a party
	or is threatened to be made a party to a suit or proceeding because he was a member, officer, director,
	employee or agent of ING Financial Advisers, LLC, as long as he acted in good faith on behalf of ING
	Financial Advisers, LLC and in a manner reasonably believed to be within the scope of his authority.
	An additional condition requires that no person shall be entitled to indemnity if his loss, damage, claim
	or expense was incurred by reason of his gross negligence or willful misconduct. This indemnity
	provision is authorized by and is consistent with Title 8, Section 145 of the General Corporation Law of
	the State of Delaware.
Item 29.	Principal Underwriter
	(a)	In addition to serving as the principal underwriter for the Registrant, ING Financial Advisers,
		LLC also acts as the principal underwriter for ING Partners, Inc. (a management investment
		company registered under the Investment Company Act of 1940 (1940 Act)). Additionally, ING
		Financial Advisers, LLC acts as the principal underwriter for Variable Life Account B of ING
		Life Insurance and Annuity Company (ILIAC), Variable Life Account C of ILIAC, Variable
		Annuity Account C of ILIAC, Variable Annuity Account I of ILIAC and Variable Annuity
		Account G of ILIAC (separate accounts of ILIAC registered as unit investment trusts under the
		1940 Act). ING Financial Advisers, LLC is also the principal underwriter for (i) Separate
		Account N of ReliaStar Life Insurance Company (RLIC) (a separate account of RLIC registered
		as a unit investment trust under the 1940 Act.), (ii) ReliaStar Select Variable Account of
		ReliaStar Life Insurance Company (a separate account of RLIC registered as a unit investment
		trusts under the 1940 Act), (iii) MFS ReliaStar Variable Account (a separate account of RLIC
		registered as a unit investment trusts under the 1940 Act), (iv) Northstar Variable Account (a
		separate account of RLIC registered as a unit investment trusts under the 1940 Act) (v) ReliaStar
		Life Insurance Company of New York Variable Annuity Funds A, B, C (a management
		investment company registered under the 1940 Act), (vi) ReliaStar Life Insurance Company of
		New York Variable Annuity Funds D, E, F, G, H, I (a management investment company
		registered under the 1940 Act), (vii) ReliaStar Life Insurance Company of New York Variable
		Annuity Funds M, P, and Q (a management investment company registered under the1940 Act),
		and (viii) ReliaStar Life Insurance Company of New York Variable Annuity Funds M P (a
		management investment company registered under the1940 Act).
	(b)	The following are the directors and officers of the Principal Underwriter:

Name and Principal Business Address	Positions and Offices with Principal Underwriter
Ronald R. Barhorst, 4225 Executive Square, La Jolla,	President and Director
CA 92037
Randall L. Ciccati, One Orange Way, Windsor, CT	Director
06095-4774
Kristin H. Hultgren, One Orange Way, Windsor, CT	Chief Financial Officer
06095-4774
William Wilcox, One Orange Way, Windsor, CT 06095-	Chief Compliance Officer and Director
4774
Brian D. Comer, One Orange Way, Windsor, CT 06095-	Senior Vice President and Director
4774
Boyd G. Combs, 5780 Powers Ferry Road, N.W.,	Senior Vice President , Tax
Atlanta, GA 30327
Daniel P. Hanlon, One Orange Way, Windsor, CT	Senior Vice President
06095-4774
William S. Jasien, 12701 Fair Lakes Circle, Ste 470,	Senior Vice President
Fairfax, VA 22033
M. Bishop Bastien, 980 9th Street, Sacramento, CA	Vice President
95814
Nancy B. Bocella*	Vice President
Dianne C. Bogoian, One Orange Way, Windsor, CT	Vice President
06095-4774

Anthony V. Camp, Jr., One Orange Way, Windsor, CT	Vice President
06095-4774
Mary K. Carey-Reid, One Orange Way, Windsor, CT	Vice President
06095-4774
Nancy D. Clifford, One Orange Way, Windsor, CT	Vice President
06095-4774
Christopher Cokinis, 909 Locust Street, Des Moines, IA	Vice President
50309
William P. Elmslie*	Vice President
Joseph J. Elmy, 5780 Powers Ferry Road, N.W.,	Vice President, Tax
Atlanta, GA 30327
Brian K. Haendiges, One Orange Way, Windsor, CT	Vice President
06095-4774
Bernard P. Heffernon, 10740 Nall Avenue, Ste 120,	Vice President
Overland Park, KS 66211
Mark E. Jackowitz, 22 Century Hill Drive, Suite 101,	Vice President
Latham, NY 12110
David Kaherl, One Orange Way, Windsor, CT 06095-	Vice President
4774
David A. Kelsey, One Orange Way, Windsor, CT	Vice President
06095-4774
Barbara Kesterson, 909 Locust Street, Des Moines, IA	Vice President
50309
Christina Lareau, One Orange Way, Windsor, CT	Vice President
06095-4774
George D. Lessner, Jr., 15455 North Dallas Parkway,	Vice President
Suite 1250, Addison, TX 75001
Katherine E. Lewis, 2675 N Mayfair Road, Ste 501,	Vice President
Milwaukee, WI 53226
David J. Linney, 2900 N. Loop W, Ste 180, Houston,	Vice President
TX 77092
Frederick C. Litow, 5780 Powers Ferry Road, N.W.,	Vice President
Atlanta, GA 30327
Mark R. Luckinbill, 2841 Plaza Place, Ste. 210, Raleigh,	Vice President
NC 27612
Richard T. Mason, 440 S Warren Street, Ste 702,	Vice President
Syracuse, NY 13202
Pamela Mulvey, One Orange Way, Windsor, CT 06095-	Vice President
4774
Brian J. Murphy, One Orange Way, Windsor, CT	Vice President
06095-4774
Scott Neeb, 4600 Ulster Street, Denver, CO 80237	Vice President
David S. Pendergrass, 5780 Powers Ferry Road, NW,	Vice President and Treasurer
Atlanta, GA 30327
Ethel Pippin, One Orange Way, Windsor, CT 06095-	Vice President
4774
Michael J. Pise, One Orange Way, Windsor, CT 06095-	Vice President
4774
Spencer T. Shell, 5780 Powers Ferry Road, N.W.,	Vice President and Assistant Treasurer
Atlanta, GA 30327
Frank W. Snodgrass, 150 4th Avenue, N, Ste 410,	Vice President
Nashville, TN 37219
Christina M. Starks, 2000 21st Avenue NW	Vice President
Minot ND 58703
Carl P. Steinhilber, One Orange Way, Windsor, CT	Vice President
06095-4774

S. Bradford Vaughan, Jr., 601 Union Street, Ste 810,	Vice President
Seattle, WA 98101
Judeen T. Wrinn, One Orange Way, Windsor, CT	Vice President
06095-4774
Nancy S. Stillman, One Orange Way, One Orange Way,	Assistant Vice President
Windsor, CT 06095-4774
Joy M. Benner, 20 Washington Avenue S, Minneapolis,	Secretary
MN 55401
John Cecere, One Orange Way, Windsor, CT 06095-	Assistant Secretary
4774
Randall K. Price, 20 Washington Avenue S,	Assistant Secretary
Minneapolis, MN 55401
Susan M. Vega, 20 Washington Avenue S, Minneapolis,	Assistant Secretary
MN 55401
Glenn A. Black, 5780 Powers Ferry Road, N.W.,	Tax Officer
Atlanta, GA 30327-4390
Terry L. Owens, 5780 Powers Ferry Road, N.W.,	Tax Officer
Atlanta, GA 30327
James H. Taylor, 5780 Powers Ferry Road, N.W.,	Tax Officer
Atlanta, GA 30327

*	This Officer does not have a business address.
	(c) Compensation from January 1, 2009 to December 31, 2009:

(1)	(2)	(3)	(4)	(5)
	Net
Name of	Underwriting	Compensation
Principal	Discounts and	on Redemption	Brokerage
Underwriter	Commissions	or Annuitization	Commissions	Compensation*
ING Financial
Advisers, LLC				$1,658,134.85

*      Reflects compensation paid to ING Financial Advisers, LLC attributable to regulatory and operating expenses associated with the distribution of al registered variable annuity products issued by Variable Annuity Account B of ING Life Insurance and Annuity Company during 2009.

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 ING Life Insurance and Annuity Company at One Orange Way, Windsor, CT 06095-4774
and ING Americas at 5780 Powers Ferry Road, Atlanta, GA 30327-4390 and 1475 Dunwoody Drive,
West Chester, PA a19380-1478.

Item 31. Management Services
Not Applicable

Item 32. Undertakings
Registrant hereby undertakes:

(i)      to file a post-effective amendment to this registration statement on Form N-4 as frequently as is necessary to ensure that the audited financial statements in the registration statement are never more than sixteen months old for as long as payments under the variable annuity contracts may be accepted;

(ii)

to include as part of any application to purchase a contract offered by a prospectus which is part of this registration statement on Form N-4, a space that an applicant can check to request a Statement of Additional Information or 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

(iii)

to deliver any Statement of Additional Information and any financial statements required to be made available under this Form N-4 promptly upon written or oral request.

The Company hereby represents that it is relying upon and complies with the provisions of Paragraphs (1) through
(4) of the SEC Staff's No-Action Letter dated November 28, 1988 with respect to language concerning withdrawal
restrictions applicable to plans established pursuant to Section 403(b) of the Internal Revenue Code. See American
Counsel of Life Insurance; SEC No-Action Letter, [1988 WL 1235221 *13 (S.E.C.)]

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

ING Life Insurance and Annuity Company represents that the fees and charges deducted under the contracts covered
by this registration statement, in the aggregate, are reasonable in relation to the services rendered, expenses expected
to be incurred, and the risks assumed by ING Life Insurance and Annuity Company.

The Depositor and Registrant rely on SEC regulation.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant,
Variable Annuity Account B, certifies that it meets all the requirements for effectiveness of this Registration
Statement under Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment
No. 27 to this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of
Windsor, and State of Connecticut on the 8^th day of April, 2010.

VARIABLE ANNUITY ACCOUNT B
(Registrant)
By: ING LIFE INSURANCE AND ANNUITY COMPANY
	(Depositor)
By:	/s/ Catherine H. Smith*
	Catherine H. Smth
	President
	(principal executive officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 27 to the
Registration Statement has been signed by the following persons in the capacities indicated and on the date
indicated.

Signature		Title
/s/ Catherine H. Smith*		President and Director
Catherine H. Smith		(principal executive officer)
/s/ Donald W. Britton*		Director
Donald W. Britton
/s/ Robert G. Leary*		Director
Robert G. Leary
/s/ Michael S. Smith*		Director
Michael S. Smith
/s/ Thomas J. McInerney*		Director and Chairman	April
Thomas J. McInerney			8, 2010
/s/ Ewout L. Steenbergen*		Director, Executive Vice President and Chief Financial
Ewout L. Steenbergen		Officer (principal financial officer)
/s/ Steven T. Pierson*		Senior Vice President and Chief Accounting Officer
Steven T. Pierson		(principal accounting officer)
By:	/s/ John S. (Scott) Kreighbaum
	John S. (Scott) Kreighbaum*
	*Attorney-in-Fact

	VARIABLE ANNUITY ACCOUNT B
	EXHIBIT INDEX
Exhibit No.	Exhibit
24(b)(9)	Opinion and Consent of Counsel
24(b)(10)	Consent of Independent Registered Public Accounting Firm
24(b)(14)	Powers of Attorney

333-09515 April 2010