As filed with the Securities and Exchange	Registration No. 333-09515
Commission on April 11, 2008	Registration No. 811-02512

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-4

Post-Effective Amendment No. 23 to
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)

Michael A. Pignatella
ING
One Orange Way
Windsor, Connecticut 06095-4774
(860) 580-2831
(Name and Address of Agent for Service of Process)

Copy to:
John S. (Scott) Kreighbaum, Esq.
ING
1475 Dunwoody Drive
West Chester, PA 19380-1478
(610) 425-3404
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:
immediately upon filing pursuant to paragraph (b) of Rule 485
X on April 28, 2008 pursuant to paragraph (b) 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: Fixes or Variable Group or Individual Immediate Annuity Contract

                                                  PART A

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

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April 28 , 2008

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 on page 12, 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 28 , 2008 , 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 an SAI for any of the funds by calling that number. This prospectus, the SAI
and other information about the separate account may be obtained by accessing the Securities and Exchange
Commission’s (“SEC”) website, 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 37 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.
Any representation to the contrary is a criminal offense. We do not intend for this prospectus to be an offer to sell or

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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.

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The investment portfolios available under your Contract are: 

 ING Investors Trust 

     ING American Funds Growth Portfolio 

     ING American Funds Growth-Income Portfolio 

     ING American Funds International Portfolio 

     ING BlackRock Large Cap Growth Portfolio (Class I) 

     ING Evergreen Omega Portfolio (Class I) 

     ING FMR^SM Diversified Mid Cap Portfolio (Class I) 

     ING Legg Mason Value Portfolio (Class I) 

     ING Oppenheimer Main Street Portfolio (Class I) 

     ING Pioneer Fund Portfolio (Class I) 

     ING Van Kampen Capital Growth Portfolio (Class I) 

     ING VP Index Plus International Equity Portfolio (Class I) 

 ING Partners, Inc. 

       ING Legg Mason Partners Aggressive Growth Portfolio 

(Initial Class) 

       ING Neuberger Berman Partners Portfolio (Initial Class) 

       ING Oppenheimer Global Portfolio (Initial Class) 

       ING Oppenheimer Strategic Income Portfolio (Initial Class) 

       ING Templeton Foreign Equity Portfolio (Initial Class) 

       ING Thornburg Value Portfolio (Initial Class) 

       ING T. Rowe Price Growth Equity Portfolio (Initial Class) 

 ING Strategic Allocation Portfolios, Inc. 

     ING VP Strategic Allocation Conservative Portfolio (Class I) 

     ING VP Strategic Allocation Growth Portfolio (Class I) 

     ING VP Strategic Allocation Moderate Portfolio (Class I) 

 ING Variable Funds 

     ING VP Growth and Income Portfolio (Class I) 

 ING Variable Portfolios, Inc. 

     ING Opportunistic Large Cap Growth Portfolio (Class I) 

     ING VP Index Plus LargeCap Portfolio (Class I) 

     ING VP Small Company Portfolio (Class I) 

 ING Variable Products Trust 

       ING VP High Yield Bond Portfolio (Class I) 

 ING VP Balanced Portfolio, Inc. (Class I) 

 ING VP Intermediate Bond Portfolio (Class I) 

 ING VP Money Market Portfolio (Class I) 

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TABLE OF CONTENTS
	Page
CONTRACT OVERVIEW	1
FEE TABLE	2
CONDENSED FINANCIAL INFORMATION	6
PURCHASE	6
RIGHT TO CANCEL	7
INCOME PAYMENTS	7
CALCULATING VARIABLE INCOME PAYMENTS	11
INVESTMENT OPTIONS	12
FEES	16
DEATH BENEFIT	20
WITHDRAWALS	21
TAXATION	22
OTHER TOPICS	33
STATEMENT OF ADDITIONAL INFORMATION	39
APPENDIX I – Fixed Dollar Option	I-1
APPENDIX II – Description of Underlying Funds	II-1
APPENDIX III – Condensed Financial Information	III-1

Notice to Existing Contract Owners

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This prospectus will be delivered to prospective purchasers in connection with sales occurring on and
after April 28 , 2008 , as well as to owners having purchased the Contract earlier. The Contract is
sold on a continuous basis. And the prospectus is updated at least annually, including for any changes
with the Contract, like the Company: introducing or discontinuing the availability of a rider; liberalizing
a benefit or exercising any rights reserved under the Contract or a rider; or altering administrative
procedures. The Company may also make subaccount changes (investment portfolios of the Trusts or
Funds available under the Contract). Any change may or may not apply to an existing Contract. The
prospectus reflects the status of the Contract (and rider availability) as of April 28 , 2008 and
therefore may contain information that is inapplicable to your Contract. In the event of any conflict with
the prospectus, the terms of your Contract and any riders will control.

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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.

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.

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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.”

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Contract Facts:

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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 “Taxation.”

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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.

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

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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.

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

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(expenses that are deducted from Trust or Fund assets,
including management fees, distribution and/or service (12b-1)	0.33%	1.29%
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
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:

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	1 year	3 years	5 years	10 years
	$979	$1,356	$1,758	$3,084
2)	If you do not withdraw your remaining guaranteed payments, you would pay the following fees at
	end of the periods shown (no early withdrawal charge is reflected):
	1 year	3 years	5 years	10 years
	$279	$856	$1,458	$3,084

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
	$1,079	$1,651	$2,241	$4,003
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
	$379	$1,151	$1,941	$4,003
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.

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

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	$1,079	$1,651	$2,241	$3,490
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
	$379	$1,151	$1,941	$3,490

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 or 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.

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. 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

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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.

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;

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·  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
“Taxation.”

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.”

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 VP Index Plus LargeCap Portfolio as the only subaccount into which your purchase payment is
	allocated
·	3.5% assumed annual net return rate

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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 VP Balanced Portfolio 

ING VP Growth and Income Portfolio 

ING VP High Yield Bond Portfolio 

ING VP Index Plus LargeCap Portfolio 

ING VP Intermediate Bond Portfolio 

ING VP Money Market Portfolio 

ING VP Strategic Allocation Conservative Portfolio 

ING VP Strategic Allocation Growth Portfolio 

ING VP Strategic Allocation Moderate Portfolio 

·  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 “Taxation” 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.

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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 “Taxation.”

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”).
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”).

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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;
(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.

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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.

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

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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.

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.

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.

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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
·	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;

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• 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
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.

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

Agreements to Share Information with Fund Companies. As required by Rule 22c-2 under the 1940 Act, we
have entered into information sharing agreements with each of the fund companies whose funds are offered through
the contract. Contract owner trading information is shared under these agreements as necessary for the fund
companies to monitor fund trading and our implementation of our Excessive Trading Policy. Under these
agreements, the company is required to share information regarding contract owner transactions, including but not
limited to information regarding fund transfers initiated by you. In addition to information about contract owner
transactions, this information may include personal contract owner information, including names and social security
numbers or other tax identification numbers.

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

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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%

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

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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.

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.

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Furthermore, certain funds may deduct a distribution or 12b-1 fee, which is used to finance any activity that is
primarily intended to result in the sale of fund shares. For a more complete description of the funds’ fees and
expenses, review each fund’s prospectus.

The company or its U.S. affiliates receive substantial revenue from each of the funds or 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 the contract fees and charges and whether to offer a
fund through our policies. Fund revenue is important to the company’s profitability, and it is generally more
profitable for us to offer affiliated funds than to offer unaffiliated funds.

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

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

Revenues received by the company from affiliated funds may include:

• A share of the management fee deducted from fund assets;
• Service fees that are deducted from fund assets;
• For certain share classes, the company or its affiliates may also receive compensation paid out of 12b-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 are retained by the affiliated
investment adviser and ultimately shared with the company.

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

Revenues received by the company or its affiliates from unaffiliated funds include:

• For certain funds, compensation paid from 12b-1 fees or service fees that are deducted from fund assets; and
• Additional payments for administrative, recordkeeping or other services that we provide to the funds 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.

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These revenues are received as cash payments. No unaffiliated fund families are currently offered
through the contract


If the revenues received from affiliated funds were included in this list, payments from Directed Services LLC and
other company affiliates would be at the top of the list.

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

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

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

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;

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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 “Taxation” 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-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.”)

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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.

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.

TAXATION

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

• Your tax position (or the tax position of the designated beneficiary, as applicable) determines 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 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. For more comprehensive information,
contact the Internal Revenue Service (IRS).

Types of Contracts: Non-Qualified or Qualified

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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.

Taxation of Non-Qualified Contracts

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

Diversification. Tax Code Section 817(h) requires that in a nonqualified contract the investments of the
funds be “adequately diversified” in accordance with Treasury Regulations in order for the Contract to qualify as an
annuity contract under federal tax law. The separate account, through the funds, intends to comply with the
diversification requirements prescribed by Tax Code Section 817(h) and by the Treasury in Reg. Sec. 1.817 -5,
which affects how the funds’ assets may be invested. 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 IRS has stated in published rulings that a variable contract owner will be considered the owner of
separate account assets if the contract owner possesses incidents of investment control over the assets. In these
circumstances, income and gains from the separate account assets would be currently includible in the variable
contract owner’s gross income. Future guidance regarding the extent to which owners could direct their investments
among subaccounts without being treated as owners of the underlying assets of the separate account may adversely
affect the tax treatment of existing contracts. The Company therefore reserves the right to modify the contract as
necessary to attempt to prevent the contract holder from being considered the federal tax owner of a pro rata share of
the assets of the separate account.

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

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

Delayed Annuity Starting Date. If the Contract’s annuity starting date occurs (or is scheduled to occur) at
a time when the annuitant has reached an advanced age (e.g., after age 85), it is possible that the Contract would not

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be treated as an annuity for federal income tax purposes. In that event, the income and gains under the Contract
could be currently includible in your income.

Taxation of Distributions

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

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

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

• made on or after the taxpayer reaches age 59½;
• made on or after the death of a contract owner (the annuitant if the contract owner is a non-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. However, the IRS has reserved the right to treat transactions it considers abusive as
ineligible for favorable partial 1035 tax-free exchange treatment. It is not certain whether the IRS would treat an
immediate withdrawal or annuitization after a partial exchange as abusive. In addition, it is unclear how the IRS
will treat a partial exchange from a life insurance, endowment, or annuity contract directly into an immediate
annuity. Currently, we will accept a partial 1035 exchange from a non-qualified annuity into a deferred annuity or
an immediate annuity as a tax-free transaction unless we believe that we would be expected to treat the transaction
as abusive. We are not responsible for the manner in which any other insurance company, for tax reporting

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purposes, or the IRS, with respect to the ultimate tax treatment, recognizes or reports a partial exchange. We
strongly advise you to discuss any proposed 1035 exchange with your tax advisor prior to proceeding with the
transaction.

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

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

Different distribution requirements apply if your death occurs:

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

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

If your death occurs before you begin receiving annuity payments, your entire balance must be distributed within
five years after the date of your death. For example, if you died on September 1, 2008, your entire balance
must be distributed by August 31, 2013. 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.

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

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

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

Taxation of Qualified Contracts

General
The Contracts are primarily designed for use with IRAs under Tax Code Section 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
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.

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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.














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.

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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. 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
·	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 59 1/2;
·	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:

·	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.

ILIAC Income Annuity - 147959

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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 59 1/2;
• You have become disabled, as defined in the Tax Code;
• You have died and the distribution is to your beneficiary;
• The distribution amount is rolled over into another eligible retirement plan or to an IRA 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 Qualified Domestic Relations Order (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 59 1/2, 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.

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29

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

Lifetime Required Minimum Distributions (Section 401(a), 401(k), Roth 401(k), 403(a), and IRA
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 any other benefits provided under the
account, such as guaranteed death benefits.

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

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

Required Distributions Upon Death (Section 401(a), 401(k), Roth 401(k), 403(a), 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, 2007, your entire balance must be distributed to the designated beneficiary
by December 31, 2012. 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) and 403(a). 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.

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Assignment and Other Transfers

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

Tax Consequences 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 the feature 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.

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.

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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.

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 May 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.

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

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

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33

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; potential anti-
competitive activity; reinsurance; sales and marketing practices (including sales to seniors); specific product types
(including group annuities and indexed annuities); and disclosure. It is likely that the scope of these industry
investigations will further broaden before they conclude. The Company and certain of its U.S. affiliates have
received formal and informal requests in connection with such investigations, and are cooperating fully with each
request for information. Some of these matters could result in regulatory action involving the Company. These
initiatives also may result in new legislation and regulation that could significantly affect the financial services
industry, including businesses in which the Company is engaged. In light of these and other developments, U.S.
affiliates of ING, including the Company, periodically review whether modifications to their business practices are
appropriate.

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

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

The internal review identified several isolated arrangements allowing third parties to engage in frequent trading of
mutual funds within the variable insurance and mutual fund products of 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 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.

ING has agreed to indemnify and hold harmless the ING Funds from all damages resulting from wrongful conduct
by ING or its employees or from ING’s internal investigation, any investigations conducted by any governmental or
self-regulatory agencies, litigation or other formal proceedings, including any proceedings by the SEC.
Management reported to the ING Funds Board that ING management believes that the total amount of any
indemnification obligations will not be material to ING or ING’s U.S.-based operations, including the Company.

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

ILIAC Income Annuity - 147959

34

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.

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:

·  Bancnorth Investment Group, Inc. 

·  Directed Services LLC 

·  Financial Network Investment Corporation 

·  Guaranty Brokerage Services, Inc. 

·  ING America Equities, Inc. 

·  ING DIRECT Securities, Inc. 

·  ING Financial Markets LLC 

·  ING Financial Partners, Inc. 

·  ING Funds Distributor, LLC 

·  ING Investment Management Services LLC 

·  ING Private Wealth Management LLC 

·  Multi-Financial Securities Corporation 

·  PrimeVest Financial Services, Inc. 

·  ShareBuilder Securities Corporation 

·  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

ILIAC Income Annuity - 147959

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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.

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 2007, 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.	Symetra Investment Services, Inc.
2.	AIG Financial Advisors, Inc.
3.	Financial Network Investment Corporation
4.	Linsco/Private Ledger Corporation
5.	Lincoln Investment Planning, Inc.
6.	Walnut Street Securities, Inc.

ILIAC Income Annuity - 147959

14.	Cadaret, Grant & Co., Inc.
15.	Wachovia Securities, LLC
16.	First Heartland Capital, Inc.
17.	Northwestern Mutual Investment Services, LLC
18.	A.G. Edwards & Sons, Inc.
19.	Financial Telesis Inc./JHW Financial &
	Insurance Services
36

7.	Valor Insurance Agency, Inc.
8.	NFP Securities, Inc.
9.	ING Financial Partners, Inc.
10.	National Planning Corporation
11.	Multi-Financial Securities Corporation
12.	Jefferson Pilot Securities Corporation
13.	Securities America, Inc.

20.	Tower Square Securities, Inc.
21.	Mutual Service Corporation
22.	Morgan Keegan and Company, Inc.
23.	Ameritas Investment Corporation
24.	Lincoln Financial Advisors Corporation
25.	Waterstone Financial Group

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 days’ 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

ILIAC Income Annuity - 147959

37

authorities.

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 Separate Account B as a party.

The Company is involved in threatened or pending lawsuits/arbitrations arising from the normal conduct of
business. Due to the climate in insurance 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.”

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38

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
Independent Registered Public Accounting Firm
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 - 147959

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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.

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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

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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 - 147959

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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 - 147959

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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.

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.

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
ING VP Growth Portfolio

Current Fund Name
ING Opportunistic Large Cap Growth Portfolio

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

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Fund Name and
Investment Adviser/Subadviser	Investment Objective
ING American Funds Growth-Income Portfolio	Seeks to make your investment grow and provide you with
	income over time.
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 Evergreen Omega Portfolio (Class I)	Seeks long-term capital growth.
Investment Adviser: Directed Services LLC
Investment Subadviser: Evergreen Investment
Management Company, 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 Legg Mason Value Portfolio (Class I)	A non-diversified portfolio that seeks long-term growth of
	capital.
Investment Adviser: Directed Services LLC
Investment Subadviser: Legg Mason Capital Management,
Inc.
ING Oppenheimer Main Street Portfolio (Class I)	Seeks long-term growth of capital and future income.
Investment Adviser: Directed Services LLC
Investment Subadviser: OppenheimerFunds, Inc.
ING Pioneer Fund Portfolio (Class I)	Seeks reasonable income and capital growth.
Investment Adviser: Directed Services LLC
Investment Subadviser: Pioneer Investment Management,
Inc.

ILIAC Income Annuity - 147959

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Fund Name and
Investment Adviser/Subadviser	Investment Objective
ING Van Kampen Capital Growth Portfolio (Class I)	Seeks long-term capital appreciation.
Investment Adviser: Directed Services LLC
Investment Subadviser: Van Kampen
ING VP Index Plus International Equity Portfolio (Class I)	Seeks to outperform the total return performance of the
	Morgan Stanley Capital International Europe Australasia
	and Far East® Index (“MSCI EAFE® Index”), while
Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Investment Management	maintaining a market level of risk
Advisors, B.V.
ING Partners, Inc.
7337 East Doubletree Ranch Road, Scottsdale, AZ 85258
ING Legg Mason Partners Aggressive Growth Portfolio	Seeks long-term growth of capital.
(Initial Class)
Investment Adviser: Directed Services LLC
Investment Subadviser: ClearBridge Advisors, LLC
ING Neuberger Berman Partners Portfolio (Initial Class)	Seeks capital growth.
Investment Adviser: Directed Services LLC
Investment Subadviser: Neuberger Berman Management
Inc.
ING Oppenheimer Global Portfolio (Initial Class)	Seeks capital appreciation.
Investment Adviser: Directed Services LLC
Investment Subadviser: OppenheimerFunds, Inc.
ING Oppenheimer Strategic Income Portfolio (Initial Class)	Seeks a high level of current income principally derived
	from interest on debt securities.
Investment Adviser: Directed Services LLC
Investment Subadviser: OppenheimerFunds, 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

ILIAC Income Annuity - 147959

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Fund Name and
Investment Adviser/Subadviser	Investment Objective
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.
ING VP Strategic Allocation Conservative Portfolio	Seeks to provide total return consistent with preservation of
(Class I)	capital.
Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Investment Management Co.
ING VP Strategic Allocation Growth Portfolio (Class I)	Seeks to provide capital appreciation.
Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Investment Management Co.
ING VP 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
ING VP 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 Opportunistic Large Cap Growth Portfolio (Class I)	Seeks growth of capital through investment in a diversified
(formerly, ING VP Growth Portfolio)	portfolio consisting primarily of common stocks and
	securities convertible into common stocks believed to offer
Investment Adviser: ING Investments, Inc.	growth potential.
Investment Subadviser: ING Investment Management Co.
ING VP 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 VP 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 capitalization.
Investment Subadviser: ING Investment Management Co.

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Fund Name and
Investment Adviser/Subadviser	Investment Objective
ING Variable Products Trust
7337 E. Doubletree Ranch Road, Scottsdale, AZ 85258
ING VP High Yield Bond Portfolio (Class I)	Seeks to provide investors with a high level of current
	income and total return.
Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Investment Management Co.
ING VP Balanced Portfolio, Inc.
ING VP 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
ING VP Intermediate Bond Portfolio (Class I)	Seeks to maximize total return consistent with reasonable
	risk, through investment in a diversified portfolio consisting
Investment Adviser: ING Investments, LLC	primarily of debt securities.
Investment Subadviser: ING Investment Management Co.
ING VP Money Market Portfolio
ING VP 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. There is no
	guarantee that the ING VP Money Market Subaccount
Investment Subadviser: ING Investment Management Co.	will have a positive or level return.
“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 - 147959

II-5

CONDENSED FINANCIAL INFORMATION

Except for subaccounts which did not commence operations as of December 31, 2007, 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, 2007 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, 2007, the "Value at end of period"
shown is the value at the last date of investment.

TABLE I

ASSUMED ANNUAL NET RETURN RATE OF 5.00%
(Selected data for accumulation units outstanding throughout each period)

	2007	2006	2005	2004	2003	2002	2001	2000	1999	1998
FIDELITY® VIP HIGH INCOME PORTFOLIO
Value at beginning of period	$6.76	$6.46	$6.69	$6.492	$5.424	$5.575	$6.715	$9.207	$9.052	$10.06
Value at end of period	$6.53	$6.76	$6.46	$6.688	$6.492	$5.424	$5.575	$6.715	$9.207	$9.052
ING AMERICAN CENTURY SELECT PORTFOLIO (INITIAL CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$9.59	$10.22
Value at end of period	$9.55	$9.59
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Funds were first received in this option during November, 2004)
Value at beginning of period	$10.84	$10.05	$10.15
Value at end of period	$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	$11.49	$11.14	$10.25
Value at end of period	$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	$13.08	$11.75	$10.33
Value at end of period	$14.68	$13.08	$11.75
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during April 2007)
Value at beginning of period	$10.03
Value at end of period	$9.46
ING EVERGREEN OMEGA PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$11.19	$11.07
Value at end of period	$11.50	$11.19
ING FMRSM LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.12	$10.31
Value at end of period	$9.64	$10.12
ING JPMORGAN INTERNATIONAL PORTFOLIO
(Funds were first received in this option during May 1998)
Value at beginning of period	$11.19	$9.74	$9.41	$8.418	$6.914	$8.974	$13.058	$17.263	$11.587	$11.992
Value at end of period	$11.59	$11.19	$9.74	$9.408	$8.418	$6.914	$8.974	$13.058	$17.263	$11.587

Income Annuity

1

	2007	2006	2005	2004	2003	2002	2001	2000	1999	1998
ING LEGG MASON PARTNERS AGGRESSIVE GROWTH PORTFOLIO
Value at beginning of period	$7.03	$6.78	$6.46	$6.268	$4.823	$7.926	$11.268	$16.818	$11.852	$9.719
Value at end of period	$6.50	$7.03	$6.78	$6.464	$6.268	$4.823	$7.926	$11.268	$16.818	$11.852
ING LEGG MASON VALUE PORTFOLIO
(Funds were first received in this option during November 2004)
Value at beginning of period	$10.58	$10.54	$10.55
Value at end of period	$9.38	$10.58	$10.54
ING OPPENHEIMER GLOBAL PORTFOLIO (INITIAL CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$12.77	$11.35
Value at end of period	$12.48	$12.77
ING OPPENHEIMER MAIN STREET PORTFOLIO®
(Funds were first received in this option during May 2005)
Value at beginning of period	$11.78	$10.71
Value at end of period	$11.30	$11.78
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.22	$9.88
Value at end of period	$10.19	$10.22
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$12.00	$10.75
Value at end of period	$11.61	$12.00
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during July 1998)
Value at beginning of period	$10.35	$9.71	$9.72	$9.40	$7.633	$10.581	$12.531	$13.325	$11.582	$11.014
Value at end of period	$10.69	$10.35	$9.71	$9.721	$9.40	$7.633	$10.581	$12.531	$13.325	$11.582
ING THORNBURG VALUE PORTFOLIO
Value at beginning of period	$11.31	$10.29	$10.77	$10.151	$8.427	$12.829	$18.128	$20.438	$14.605	$12.253
Value at end of period	$11.40	$11.31	$10.29	$10.769	$10.151	$8.427	$12.829	$18.128	$20.438	$14.605
ING VP BALANCED PORTFOLIO
Value at beginning of period	$14.42	$13.94	$14.22	$14.773	$13.214	$15.664	$16.269	$17.39	$16.276	$14.80
Value at end of period	$14.32	$14.42	$13.94	$14.217	$14.773	$13.214	$15.664	$16.269	$17.39	$16.276
ING VP GROWTH AND INCOME PORTFOLIO
Value at beginning of period	$12.53	$11.67	$11.47	$28.98	$24.44	$34.644	$17.537	$20.937	$18.959	$17.607
Value at end of period	$12.66	$12.53	$11.67	$11.47	$28.98	$24.44	$34.644	$17.537	$20.937	$18.959
ING VP GROWTH PORTFOLIO
Value at beginning of period	$9.97	$10.33	$10.04	$9.96	$8.123	$12.154	$17.719	$21.391	$16.827	$13.015
Value at end of period	$11.05	$9.97	$10.33	$10.035	$9.96	$8.123	$12.154	$17.719	$21.391	$16.827
ING VP INDEX PLUS LARGECAP PORTFOLIO
Value at beginning of period	$11.96	$11.10	$11.19	$10.769	$9.077	$12.299	$15.139	$17.763	$15.195	$12.277
Value at end of period	$11.81	$11.96	$11.10	$11.193	$10.769	$9.077	$12.299	$15.139	$17.763	$15.195
ING VP INTERMEDIATE BOND PORTFOLIO
Value at beginning of period	$10.52	$10.75	$11.08	$20.502	$20.506	$20.125	$10.79	$10.46	$11.205	$11.017
Value at end of period	$10.49	$10.52	$10.75	$11.082	$20.502	$20.506	$20.125	$10.79	$10.46	$11.205
ING VP MONEY MARKET PORTFOLIO
Value at beginning of period	$7.89	$8.00	$8.26	$8.69	$9.157	$9.581	$9.801	$9.793	$9.91	$9.991
Value at end of period	$7.80	$7.89	$8.00	$8.256	$8.69	$9.157	$9.581	$9.801	$9.793	$9.91
ING VP SMALL COMPANY PORTFOLIO
Value at beginning of period	$17.49	$15.92	$15.35	$14.276	$11.041	$15.292	$15.634	$15.571	$12.654	$13.308
Value at end of period	$17.42	$17.49	$15.92	$15.35	$14.276	$11.041	$15.292	$15.634	$15.571	$12.654
ING VP STRATEGIC ALLOCATION CONSERVATIVE PORTFOLIO
Value at beginning of period	$9.82	$9.63	$9.86	$9.717	$9.09	$10.104	$11.004	$11.16	$11.08	$11.017
Value at end of period	$9.77	$9.82	$9.63	$9.863	$9.717	$9.09	$10.104	$11.004	$11.16	$11.08

Income Annuity

2

	2007	2006	2005	2004	2003	2002	2001	2000	1999	1998
ING VP STRATEGIC ALLOCATION GROWTH PORTFOLIO
(Funds were first received in this option during November 2001)
Value at beginning of period	$9.50	$8.92	$8.93	$8.479	$7.25	$8.938	$8.654
Value at end of period	$9.38	$9.50	$8.92	$8.928	$8.479	$7.25	$8.938
ING VP STRATEGIC ALLOCATION MODERATE PORTFOLIO
Value at beginning of period	$8.90	$8.51	$8.64	$8.338	$7.42	$8.721	$9.971	$10.555	$10.182	$10.223
Value at end of period	$8.82	$8.90	$8.51	$8.64	$8.338	$7.42	$8.721	$9.971	$10.555	$10.182
OPPENHEIMER MIDCAP FUND/VA
(Funds were first received in this option during May 2005)
Value at beginning of period	$7.02	$7.25	$6.86
Value at end of period	$7.01	$7.02	$7.25

TABLE II

ASSUMED ANNUAL NET RETURN RATE OF 3.50%
(Selected data for accumulation units outstanding throughout each period)

	2007	2006	2005	2004	2003	2002	2001	2000	1999	1998
FIDELITY® VIP HIGH INCOME PORTFOLIO
(Funds were first received in this option during March 1998)
Value at beginning of period	$7.71	$7.26	$7.41	$7.091	$5.839	$5.916	$7.024	$9.494	$9.201	$10.483
Value at end of period	$7.56	$7.71	$7.26	$7.411	$7.091	$5.839	$5.916	$7.024	$9.494	$9.201
ING AMERICAN CENTURY SELECT PORTFOLIO (INITIAL CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$9.36	$10.11	$10.22
Value at end of period	$9.93	$9.36	$10.11
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Funds were first received in this option during November 2004)
Value at beginning of period	$11.17	$10.21	$10.17
Value at end of period	$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	$11.84	$11.32	$10.26
Value at end of period	$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	$13.48	$11.93	$10.34
Value at end of period	$15.35	$13.48	$11.93
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during April 2007)
Value at beginning of period	$10.03
Value at end of period	$9.55
ING EVERGREEN OMEGA PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.93	$10.97	$11.07
Value at end of period	$11.95	$10.93	$10.97
ING FMRSM LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$9.88	$10.21	$10.31
Value at end of period	$10.02	$9.88	$10.21

Income Annuity

3

	2007	2006	2005	2004	2003	2002	2001	2000	1999	1998
ING JPMORGAN INTERNATIONAL PORTFOLIO
(Funds were first received in this option during November 1998)
Value at beginning of period	$12.77	$10.95	$10.43	$9.195	$7.444	$9.523	$13.659	$17.801	$11.777	$11.433
Value at end of period	$13.41	$12.77	$10.95	$10.425	$9.195	$7.444	$9.523	$13.659	$17.801	$11.777
ING LEGG MASON PARTNERS AGGRESSIVE GROWTH PORTFOLIO
Value at beginning of period	$8.15	$7.74	$7.28	$6.956	$5.276	$8.547	$11.976	$17.621	$12.241	$9.894
Value at end of period	$7.64	$8.15	$7.74	$7.278	$6.956	$5.276	$8.547	$11.976	$17.621	$12.241
ING LEGG MASON VALUE PORTFOLIO
(Funds were first received in this option during November 2004)
Value at beginning of period	$10.90	$10.70	$10.56
Value at end of period	$9.81	$10.90	$10.70
ING OPPENHEIMER GLOBAL PORTFOLIO (INITIAL CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$12.46	$11.23	$11.35
Value at end of period	$12.99	$12.46	$11.23
ING OPPENHEIMER MAIN STREET PORTFOLIO®
(Funds were first received in this option during May 2005)
Value at beginning of period	$11.50	$10.61	$10.71
Value at end of period	$11.74	$11.50	$10.61
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$9.97	$9.77	$9.88
Value at end of period	$10.60	$9.97	$9.77
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$11.72	$10.64	$10.75
Value at end of period	$12.06	$11.72	$10.64
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during December 1998)
Value at beginning of period	$11.76	$10.88	$10.74	$10.233	$8.191	$11.192	$13.064	$13.694	$11.733	$11.154
Value at end of period	$12.33	$11.76	$10.88	$10.736	$10.233	$8.191	$11.192	$13.064	$13.694	$11.733
ING THORNBURG VALUE PORTFOLIO
Value at beginning of period	$13.10	$11.75	$12.13	$11.266	$9.219	$13.834	$19.267	$21.414	$15.084	$12.474
Value at end of period	$13.40	$13.10	$11.75	$12.126	$11.266	$9.219	$13.834	$19.267	$21.414	$15.084
ING VP BALANCED PORTFOLIO
Value at beginning of period	$17.18	$16.37	$16.46	$17.953	$15.829	$18.495	$17.774	$18.73	$17.28	$15.488
Value at end of period	$17.30	$17.18	$16.37	$16.455	$17.953	$15.829	$18.495	$17.774	$18.73	$17.28
ING VP GROWTH AND INCOME PORTFOLIO
Value at beginning of period	$14.93	$13.70	$13.28	$60.225	$50.064	$69.952	$19.16	$22.55	$20.128	$18.426
Value at end of period	$15.29	$14.93	$13.70	$13.275	$60.225	$50.064	$69.952	$19.16	$22.55	$20.128
ING VP GROWTH PORTFOLIO
(Funds were first received in this option during March 1998)
Value at beginning of period	$11.46	$11.70	$11.21	$10.969	$8.818	$13.006	$18.688	$22.24	$17.245	$14.972
Value at end of period	$20.32	$11.46	$11.70	$11.212	$10.969	$8.818	$13.006	$18.688	$22.24	$17.245
ING VP INDEX PLUS LARGECAP PORTFOLIO
Value at beginning of period	$13.75	$12.58	$12.51	$11.86	$9.854	$13.16	$15.967	$18.467	$15.572	$12.402
Value at end of period	$12.89	$13.75	$12.58	$12.506	$11.86	$9.854	$13.16	$15.967	$18.467	$15.572
ING VP INTERMEDIATE BOND PORTFOLIO
Value at beginning of period	$12.54	$12.62	$12.83	$31.59	$31.145	$30.129	$11.788	$11.266	$11.896	$11.529
Value at end of period	$12.68	$12.54	$12.62	$12.826	$31.59	$31.145	$30.129	$11.788	$11.266	$11.896
ING VP MONEY MARKET PORTFOLIO
(Funds were first received in this option during July 1998)
Value at beginning of period	$9.00	$8.99	$9.15	$9.492	$9.859	$10.167	$10.252	$10.098	$10.073	$10.044
Value at end of period	$9.03	$9.00	$8.99	$9.148	$9.492	$9.859	$10.167	$10.252	$10.098	$10.073

Income Annuity

4

	2007	2006	2005	2004	2003	2002	2001	2000	1999	1998
ING VP SMALL COMPANY PORTFOLIO
Value at beginning of period	$20.11	$18.05	$17.15	$15.722	$11.986	$16.362	$16.488	$16.189	$12.968	$13.444
Value at end of period	$10.05	$20.11	$18.05	$17.15	$15.722	$11.986	$16.362	$16.488	$16.189	$12.968
ING VP STRATEGIC ALLOCATION CONSERVATIVE PORTFOLIO
Value at beginning of period	$11.36	$10.99	$11.09	$10.77	$9.932	$10.882	$11.681	$11.678	$11.429	$11.201
Value at end of period	$11.47	$11.36	$10.99	$11.09	$10.77	$9.932	$10.882	$11.681	$11.678	$11.429
ING VP STRATEGIC ALLOCATION GROWTH PORTFOLIO
(Funds were first received in this option during July 2000)
Value at beginning of period	$10.68	$9.89	$9.76	$9.134	$7.698	$9.355	$11.085	$11.298
Value at end of period	$10.70	$10.68	$9.89	$9.757	$9.134	$7.698	$9.355	$11.085
ING VP STRATEGIC ALLOCATION MODERATE PORTFOLIO
Value at beginning of period	$10.15	$9.57	$9.57	$9.108	$7.989	$9.256	$10.429	$10.883	$10.35	$10.242
Value at end of period	$10.21	$10.15	$9.57	$9.573	$9.108	$7.989	$9.256	$10.429	$10.883	$10.35
OPPENHEIMER MIDCAP FUND/VA
Value at beginning of period	$7.81	$7.95	$7.42
Value at end of period	$7.92	$7.81	$7.95
TABLE III
FOR THE FIVE YEAR GUARANTEED MINIMUM INCOME FEATURE
(Selected data for accumulation units outstanding throughout each period)
	2007	2006	2005	2004	2003	2002	2001	2000	1999	1998
FIDELITY® VIP HIGH INCOME PORTFOLIO
(Funds were first received in this option during January 2002)
Value at beginning of period	$8.67	$8.25
Value at end of period	$8.42	$8.67
ING AMERICAN CENTURY SELECT PORTFOLIO (INITIAL CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$9.43	$10.14
Value at end of period	$9.67	$9.43
ING EVERGREEN OMEGA PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.18	$10.17
Value at end of period	$10.76	$10.18
ING FMRSM LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$9.84	$10.13
Value at end of period	$9.65	$9.84
ING JPMORGAN INTERNATIONAL PORTFOLIO
(Funds were first received in this option during November 1998)
Value at beginning of period	$8.47	$7.34
Value at end of period	$8.81	$8.47
ING LEGG MASON PARTNERS AGGRESSIVE GROWTH PORTFOLIO
Value at beginning of period	$4.94	$4.74
Value at end of period	$4.59	$4.94
ING LEGG MASON VALUE PORTFOLIO
(Funds were first received in this option during November 2004)
Value at beginning of period	$10.75	$10.66
Value at end of period	$9.57	$10.75
ING OPPENHEIMER GLOBAL PORTFOLIO (INITIAL CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$12.56	$11.27
Value at end of period	$12.64	$12.56

Income Annuity

5

	2007	2006	2005	2004	2003	2002	2001	2000	1999	1998
ING OPPENHEIMER MAIN STREET PORTFOLIO®
(Funds were first received in this option during May 2005)
Value at beginning of period	$11.02	$10.00
Value at end of period	$10.88	$11.02
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.04	$9.80	$9.80
Value at end of period	$10.32	$10.04	$9.70
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$11.29	$10.21
Value at end of period	$11.23	$11.29
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during November 1998)
Value at beginning of period	$7.63	$7.12
Value at end of period	$7.92	$7.63
ING THORNBURG VALUE PORTFOLIO
Value at beginning of period	$5.54	$5.01
Value at end of period	$5.61	$5.54
ING VP BALANCED PORTFOLIO
(Funds were first received in this option during July 2001)
Value at beginning of period	$8.62	$8.30	$8.42	$8.148	$7.256	$8.902	$9.071
Value at end of period	$8.59	$8.62	$8.30	$8.421	$8.148	$7.256	$8.902
ING VP GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during June 2003)
Value at beginning of period	$6.53	$6.06	$5.93	$5.788	$4.86
Value at end of period	$6.63	$6.53	$6.06	$5.926	$5.788
ING VP GROWTH PORTFOLIO
Value at beginning of period	$4.66	$4.80
Value at end of period	$5.19	$4.66
ING VP INDEX PLUS LARGECAP PORTFOLIO
(Funds were first received in this option during June 2001)
Value at beginning of period	$7.45	$6.88	$6.91	$6.617	$5.552	$8.148	$9.065
Value at end of period	$7.39	$7.45	$6.88	$6.911	$6.617	$5.552	$8.148
ING VP INTERMEDIATE BOND PORTFOLIO
(Funds were first received in this option during June 2001)
Value at beginning of period	$10.34	$10.51	$10.79	$10.891	$10.845	$11.057	$10.769
Value at end of period	$10.35	$10.34	$10.51	$10.789	$10.891	$10.845	$11.057
ING VP MONEY MARKET PORTFOLIO
(Funds were first received in this option during June 2001)
Value at beginning of period	$8.29	$8.37	$8.60	$9.005	$9.448	$10.28	$10.233
Value at end of period	$8.23	$8.29	$8.37	$8.597	$9.005	$9.448	$10.28
ING VP SMALL COMPANY PORTFOLIO
Value at beginning of period	$10.51	$9.52
Value at end of period	$10.51	$10.51
ING VP STRATEGIC ALLOCATION CONSERVATIVE PORTFOLIO
(Funds were first received in this option during June 2003)
Value at beginning of period	$9.01	$8.80	$8.97	$8.793	$8.19
Value at end of period	$9.00	$9.01	$8.80	$8.97	$8.793
ING VP STRATEGIC ALLOCATION GROWTH PORTFOLIO
(Funds were first received in this option during April 2002)
Value at beginning of period	$8.59	$8.03	$8.00	$7.562	$6.438	$8.01
Value at end of period	$8.52	$8.59	$8.03	$8.002	$7.562	$6.438

Income Annuity

6

	2007	2006	2005	2004	2003	2002	2001	2000	1999	1998
ING VP STRATEGIC ALLOCATION MODERATE PORTFOLIO
(Funds were first received in this option during April 2002)
Value at beginning of period	$8.79	$8.37	$8.46	$8.12	$7.195	$8.53
Value at end of period	$8.75	$8.79	$8.37	$8.455	$8.12	$7.195
OPPENHEIMER MIDCAP FUND/VA
Value at beginning of period	$4.04	$4.16
Value at end of period	$4.06	$4.04

Income Annuity

7

PART B

VARIABLE ANNUITY ACCOUNT B
OF
ING LIFE INSURANCE AND ANNUITY COMPANY

ING INCOME ANNUITY

Statement of Additional Information

Dated
April 28, 2008

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 28, 2008.

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

ING
USFS Customer Service
Defined Contribution Administration, TS21

One Orange Way
Windsor, Connecticut 06095-4774
(860) 580-4646

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	3
Offering and Purchase of Contracts	4
Income Phase Payments	4
Sales Material and Advertising	5
Independent Registered Public Accounting Firm	6
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
May 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).

As of December 31, 2007, the Company had $62 billion invested through their products, including $49
billion in their separate accounts (of which the Company’s investment management affiliates manage or
oversee the management of $19 billion). Based on assets, ING Life Insurance and Annuity Company is
ranked among the top 2% of all life and health insurance companies rated by A.M. Best Company as of
July 17, 2007. 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.

In addition to serving as the principal underwriter and the depositor for the separate account, the
Company is a registered investment adviser under the Investment Advisers Act of 1940.

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.

2

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 listed below. 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.

The investment portfolios available under your Contract are:

ING Investors Trust
ING American Funds Growth Portfolio
ING American Funds Growth-Income Portfolio
ING American Funds International Portfolio
ING BlackRock Large Cap Growth Portfolio (Class I)
ING Evergreen Omega Portfolio (Class I)
ING FMR^SM Diversified Mid Cap Portfolio (Class I)
ING Legg Mason Value Portfolio (Class I)
ING Oppenheimer Main Street Portfolio (Class I)
ING Pioneer Fund Portfolio (Class I)
ING Van Kampen Capital Growth Portfolio (Class I)
ING VP Index Plus International Equity Portfolio (Class I)

ING Partners, Inc.
ING Legg Mason Partners Aggressive Growth Portfolio
(Initial Class)
ING Neuberger Berman Partners Portfolio (Initial Class)
ING Oppenheimer Global Portfolio (Initial Class)
ING Oppenheimer Strategic Income Portfolio (Initial Class)
ING Templeton Foreign Equity Portfolio (Initial Class)
ING Thornburg Value Portfolio (Initial Class)
ING T. Rowe Price Growth Equity Portfolio (Initial Class)

ING Strategic Allocation Portfolios, Inc.
ING VP Strategic Allocation Conservative Portfolio (Class I)
ING VP Strategic Allocation Growth Portfolio (Class I)
ING VP Strategic Allocation Moderate Portfolio (Class I)

ING Variable Funds
ING VP Growth and Income Portfolio (Class I)

ING Variable Portfolios, Inc.
ING Opportunistic Large Cap Growth Portfolio (Class I)
ING VP Index Plus LargeCap Portfolio (Class I)
ING VP Small Company Portfolio (Class I)

ING Variable Products Trust
ING VP High Yield Bond Portfolio (Class I)

ING VP Balanced Portfolio, Inc. (Class I)

ING VP Intermediate Bond Portfolio (Class I)

ING VP Money Market Portfolio (Class I)

3

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, 2007, 2006 and 2005 amounted to $2,666,060.62, $2,507,216.09 and $2,761,989.83,
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.

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.

4

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.

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, Duff & Phelps, 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.

5

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.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ernst & Young LLP, 55 Ivan Allen Jr. Boulevard, Suite 1000, Atlanta, GA 30308 an Independent
Registered Public Accounting Firm, performs annual audits of ING Life Insurance and Annuity Company
and Variable Annuity Account B.

6

FINANCIAL STATEMENTS
Variable Annuity Account B of
ING Life Insurance and Annuity Company
Year ended December 31, 2007
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, 2007

Contents
Report of Independent Registered Public Accounting Firm	1
Audited Financial Statements
Statements of Assets and Liabilities	4
Statements of Operations	36
Statements of Changes in Net Assets	71
Notes to Financial Statements	115

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Financial Statements
Year ended December 31, 2007

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 Divisions constituting
Variable Annuity Account B of ING Life Insurance and Annuity Company (the “Account”) as of
December 31, 2007, 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:
AIM V.I. Capital Appreciation Fund - Series I Shares
AIM V.I. Core Equity Fund - Series I Shares
Calvert Variable Series, Inc.:
Calvert Social Balanced Portfolio
Federated Insurance Series:
Federated American Leaders Fund II
Federated Capital Income Fund II
Federated Equity Income Fund II
Federated Fund for U.S. Government Securities II
Federated High Income Bond Fund II
Federated International Equity Fund II
Federated Mid Cap Growth Strategies Fund II
Federated Prime Money Fund II
Fidelity® Variable Insurance Products:
Fidelity® VIP Equity-Income Portfolio - Initial Class
Fidelity® VIP Growth Portfolio - Initial Class
Fidelity® VIP High Income Portfolio - Initial Class
Fidelity® VIP Overseas Portfolio - Initial Class
Fidelity® Variable Insurance Products II:
Fidelity® VIP Contrafund® Portfolio - Initial Class
Fidelity® VIP Index 500 Portfolio - Initial Class
Fidelity® Variable Insurance Products V:
Fidelity® VIP Investment Grade Bond Portfolio - Initial Class
Franklin Templeton Variable Insurance Products Trust:
Franklin Small Cap Value Securities Fund - Class 2
Mutual Shares Securities Fund - Class 2
ING GET Fund:
ING GET Fund - Series Q
ING GET Fund - Series R
ING GET Fund - Series S
ING GET Fund - Series T
ING GET Fund - Series U
ING GET Fund - Series V
ING Investors Trust:
ING AllianceBernstein Mid Cap Growth Portfolio - Service Class
ING American Funds Growth Portfolio
ING American Funds Growth-Income Portfolio
ING American Funds International Portfolio
ING BlackRock Large Cap Growth Portfolio - Institutional Class
ING BlackRock Large Cap Growth Portfolio - Service Class
ING Evergreen Health Sciences Portfolio - Service Class
ING Evergreen Omega Portfolio - Institutional Class
ING FMR^SM Diversified Mid Cap Portfolio - Institutional Class

ING Investors Trust (continued):
ING FMR^SM Diversified Mid Cap Portfolio - Service Class
ING FMR^SM Large Cap Growth Portfolio - Institutional Class
ING FMR^SM Mid Cap Growth Portfolio - Service Class
ING Franklin Income Portfolio - Service Class
ING Franklin Mutual Shares Portfolio - Service Class
ING Global Real Estate Portfolio - Service Class
ING Global Resources Portfolio - Service Class
ING JPMorgan Emerging Markets Equity Portfolio - Institutional
Class
ING JPMorgan Emerging Markets Equity Portfolio - Service
Class
ING JPMorgan Small Cap Core Equity Portfolio - Institutional
Class
ING JPMorgan Small Cap Core Equity Portfolio - Service Class
ING JPMorgan Value Opportunities Portfolio - Institutional
Class
ING JPMorgan Value Opportunities Portfolio - Service Class
ING Julius Baer Foreign Portfolio - Service Class
ING Legg Mason Value Portfolio - Institutional Class
ING Legg Mason Value 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 Lord Abbett Affiliated Portfolio - Institutional Class
ING Lord Abbett Affiliated Portfolio - Service Class
ING MarketPro Portfolio - Service Class
ING Marsico Growth Portfolio - Service Class
ING Marsico International Opportunities Portfolio - Service
Class
ING MFS Total Return Portfolio - Institutional Class
ING MFS Total Return Portfolio - Service Class
ING MFS Utilities Portfolio - Service Class
ING Oppenheimer Main Street Portfolio® - Institutional Class
ING Oppenheimer Main Street Portfolio® - Service Class
ING PIMCO High Yield Portfolio - Service Class
ING Pioneer Equity Income Portfolio - Institutional Class
ING Pioneer Fund Portfolio - Institutional Class
ING Pioneer Mid Cap Value Portfolio - Institutional Class
ING Pioneer Mid Cap Value Portfolio - Service Class
ING T. Rowe Price Capital Appreciation Portfolio - Service
Class

ING Investors Trust (continued):
ING T. Rowe Price Equity Income Portfolio - Service Class
ING Templeton Global Growth Portfolio - Service Class
ING UBS U.S. Allocation Portfolio - Service Class
ING Van Kampen Growth and Income Portfolio - Service Class
ING Van Kampen Real Estate Portfolio - Service Class*
ING VP Index Plus International Equity Portfolio - Institutional
Class
ING VP Index Plus International Equity Portfolio - Service Class
ING Wells Fargo Disciplined Value Portfolio - Service Class
ING Wells Fargo Small Cap Disciplined Portfolio - Service Class
ING Partners, Inc.:
ING American Century Large Company Value Portfolio - Service
Class
ING American Century Select Portfolio - Initial Class
ING American Century Small-Mid Cap Value Portfolio - Service
Class
ING Baron Asset Portfolio - Service Class
ING Baron Small Cap Growth Portfolio - Service Class
ING Columbia Small Cap Value II Portfolio - Service Class
ING Davis New York Venture Portfolio - Service Class
ING Fundamental Research Portfolio - Service Class
ING Goldman Sachs® Capital Growth Portfolio - Service Class
ING JPMorgan International Portfolio - Initial Class
ING JPMorgan Mid Cap Value Portfolio - Service Class
ING Legg Mason Partners Aggressive Growth Portfolio - Initial
Class
ING Lord Abbett U.S. Government Securities Portfolio - Initial
Class
ING Neuberger Berman Partners Portfolio - Initial Class
ING Neuberger Berman Partners Portfolio - Service Class
ING Neuberger Berman Regency Portfolio - Service Class
ING OpCap Balanced Value Portfolio - Service Class
ING Oppenheimer Global Portfolio - Initial Class
ING Oppenheimer Strategic Income Portfolio - Initial Class
ING Oppenheimer Strategic Income Portfolio - Service Class
ING PIMCO Total Return Portfolio - Service Class
ING Pioneer High Yield Portfolio - Initial Class
ING Solution 2015 Portfolio - Service Class
ING Solution 2025 Portfolio - Service Class
ING Solution 2035 Portfolio - Service Class
ING Solution 2045 Portfolio - Service Class
ING Solution Income Portfolio - Service Class
ING T. Rowe Price Diversified Mid Cap Growth Portfolio -
Initial Class
ING T. Rowe Price Growth Equity Portfolio - Initial Class
ING Templeton Foreign Equity Portfolio - Service Class
ING Thornburg Value Portfolio - Initial Class
ING UBS U.S. Large Cap Equity Portfolio - Initial Class
ING UBS U.S. Small Cap Growth Portfolio - Service Class
ING Van Kampen Comstock Portfolio - Service Class
ING Van Kampen Equity and Income Portfolio - Initial Class
ING Strategic Allocation Portfolios, Inc.:
ING VP Strategic Allocation Conservative Portfolio - Class I
ING VP Strategic Allocation Growth Portfolio - Class I
ING VP Strategic Allocation Moderate Portfolio - Class I
ING Variable Funds:
ING VP Growth and Income Portfolio - Class I

ING Variable Insurance Trust:
ING GET U.S. Core Portfolio - Series 1
ING GET U.S. Core Portfolio - Series 2
ING GET U.S. Core Portfolio - Series 3
ING GET U.S. Core Portfolio - Series 4
ING GET U.S. Core Portfolio - Series 5
ING GET U.S. Core Portfolio - Series 6
ING GET U.S. Core Portfolio - Series 7
ING GET U.S. Core Portfolio - Series 8
ING GET U.S. Core Portfolio - Series 9
ING GET U.S. Core Portfolio - Series 10
ING GET U.S. Core Portfolio - Series 11
ING GET U.S. Core Portfolio - Series 12
ING GET U.S. Core Portfolio - Series 13
ING GET U.S. Core Portfolio - Series 14
ING Variable Portfolios, Inc.:
ING VP Global Science and Technology Portfolio - Class I
ING VP Growth Portfolio - Class I
ING VP Index Plus LargeCap Portfolio - Class I
ING VP Index Plus MidCap Portfolio - Class I
ING VP Index Plus SmallCap Portfolio - Class I
ING VP International Equity Portfolio - Class I
ING VP Small Company Portfolio - Class I
ING VP Value Opportunity Portfolio - Class I
ING VP Value Opportunity Portfolio - Class S
ING Variable Products Trust:
ING VP Financial Services Portfolio - Class I
ING VP High Yield Bond Portfolio - Class I
ING VP International Value Portfolio - Class I
ING VP MidCap Opportunities Portfolio - Class I
ING VP MidCap Opportunities Portfolio - Class S
ING VP Real Estate Portfolio - Class I
ING VP SmallCap Opportunities Portfolio - Class I
ING VP SmallCap Opportunities Portfolio - Class S
ING VP Balanced Portfolio, Inc.:
ING VP Balanced Portfolio - Class I
ING VP Intermediate Bond Portfolio:
ING VP Intermediate Bond Portfolio - Class I
ING VP Money Market Portfolio:
ING VP Money Market Portfolio - Class I
ING VP Natural Resources Trust:
ING VP Natural Resources Trust
Janus Aspen Series:
Janus Aspen Series Balanced Portfolio - Institutional Shares
Janus Aspen Series Flexible Bond Portfolio - Institutional Shares
Janus Aspen Series Large Cap Growth Portfolio - Institutional
Shares
Janus Aspen Series Mid Cap Growth Portfolio - Institutional
Shares
Janus Aspen Series Worldwide Growth Portfolio - Institutional
Shares
Lord Abbett Series Fund, Inc.:
Lord Abbett Series Fund - Growth and Income Portfolio - Class
VC
Lord Abbett Series Fund - Mid-Cap Value Portfolio - Class VC
Oppenheimer Variable Account Funds:
Oppenheimer Global Securities/VA
Oppenheimer Main Street Fund®/VA
Oppenheimer Main Street Small Cap Fund®/VA
Oppenheimer Mid Cap Fund/VA

PIMCO Variable Insurance Trust: PIMCO Real Return Portfolio - Administrative Class Pioneer Variable Contracts Trust: Pioneer Emerging Markets VCT Portfolio - Class I Pioneer Equity Income VCT Portfolio - Class I Pioneer Fund VCT Portfolio - Class I Pioneer High Yield VCT Portfolio - Class I Pioneer Mid Cap Value VCT Portfolio - Class I Wanger Advisors Trust: Wanger International Small Cap Wanger Select Wanger U.S. Smaller Companies

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 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 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, 2007, 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, 2007, 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
March 21, 2008

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Assets and Liabilities
December 31, 2007
(Dollars in thousands)

	AIM V.I.
	Capital			Federated
	Appreciation	AIM V.I. Core	Calvert Social	American	Federated
	Fund - Series I	Equity Fund -	Balanced	Leaders Fund	Capital Income
	Shares	Series I Shares	Portfolio	II	Fund II
Assets
Investments in mutual funds
at fair value	$ 929	$ 1,492	$ 1,766	$ 17,444	$ 2,537
Total assets	929	1,492	1,766	17,444	2,537
Net assets	$ 929	$ 1,492	$ 1,766	$ 17,444	$ 2,537
Net assets
Accumulation units	$ 823	$ 1,289	$ 1,766	$ 17,405	$ 2,528
Contracts in payout (annuitization)
period	106	203	-	39	9
Total net assets	$ 929	$ 1,492	$ 1,766	$ 17,444	$ 2,537
Total number of shares	31,632	51,244	920,863	1,018,346	263,728
Cost of shares	$ 832	$ 1,262	$ 1,718	$ 19,034	$ 2,154

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, 2007
(Dollars in thousands)

		Federated Fund			Federated Mid
	Federated	for U.S.	Federated High	Federated	Cap Growth
	Equity Income	Government	Income Bond	International	Strategies Fund
	Fund II	Securities II	Fund II	Equity Fund II	II
Assets
Investments in mutual funds
at fair value	$ 4,689	$ 2,125	$ 5,582	$ 3,549	$ 6,114
Total assets	4,689	2,125	5,582	3,549	6,114
Net assets	$ 4,689	$ 2,125	$ 5,582	$ 3,549	$ 6,114
Net assets
Accumulation units	$ 4,587	$ 2,125	$ 5,541	$ 3,526	$ 6,114
Contracts in payout (annuitization)
period	102	-	41	23	-
Total net assets	$ 4,689	$ 2,125	$ 5,582	$ 3,549	$ 6,114
Total number of shares	289,288	184,265	745,309	189,690	202,049
Cost of shares	$ 3,565	$ 2,072	$ 5,554	$ 2,429	$ 4,343

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, 2007
(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	$ 1,915	$ 144,175	$ 16,955	$ 103	$ 10,176
Total assets	1,915	144,175	16,955	103	10,176
Net assets	$ 1,915	$ 144,175	$ 16,955	$ 103	$ 10,176
Net assets
Accumulation units	$ 1,915	$ 144,175	$ 16,955	$ -	$ 10,176
Contracts in payout (annuitization)
period	-	-	-	103	-
Total net assets	$ 1,915	$ 144,175	$ 16,955	$ 103	$ 10,176
Total number of shares	1,914,925	6,029,884	375,770	17,257	401,911
Cost of shares	$ 1,915	$ 136,681	$ 12,604	$ 109	$ 8,989

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, 2007
(Dollars in thousands)

			Fidelity® VIP
	Fidelity® VIP	Fidelity® VIP	Investment	Franklin Small
	Contrafund®	Index 500	Grade Bond	Cap Value
	Portfolio -	Portfolio -	Portfolio -	Securities Fund	ING GET
	Initial Class	Initial Class	Initial Class	- Class 2	Fund - Series U
Assets
Investments in mutual funds
at fair value	$ 241,923	$ 41,388	$ 1,079	$ 4,263	$ 16,973
Total assets	241,923	41,388	1,079	4,263	16,973
Net assets	$ 241,923	$ 41,388	$ 1,079	$ 4,263	$ 16,973
Net assets
Accumulation units	$ 241,923	$ 41,388	$ 1,079	$ 4,263	$ 16,973
Contracts in payout (annuitization)
period	-	-	-	-	-
Total net assets	$ 241,923	$ 41,388	$ 1,079	$ 4,263	$ 16,973
Total number of shares	8,671,068	252,333	84,595	249,322	1,693,931
Cost of shares	$ 220,006	$ 30,359	$ 1,076	$ 4,352	$ 16,857

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, 2007
(Dollars in thousands)

ING
		AllianceBernstein		ING American	ING American
		Mid Cap Growth	ING American	Funds Growth-	Funds
	ING GET	Portfolio - Service	Funds Growth	Income	International
	Fund - Series V	Class	Portfolio	Portfolio	Portfolio
Assets
Investments in mutual funds
at fair value	$ 25,731	$ 183	$ 28,095	$ 24,551	$ 29,453
Total assets	25,731	183	28,095	24,551	29,453
Net assets	$ 25,731	$ 183	$ 28,095	$ 24,551	$ 29,453
Net assets
Accumulation units	$ 25,731	$ 183	$ 25,677	$ 22,057	$ 26,749
Contracts in payout (annuitization)
period	-	-	2,418	2,494	2,704
Total net assets	$ 25,731	$ 183	$ 28,095	$ 24,551	$ 29,453
Total number of shares	2,490,901	10,406	395,039	551,085	1,121,575
Cost of shares	$ 24,884	$ 184	$ 23,710	$ 21,952	$ 24,154

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, 2007
(Dollars in thousands)

	ING BlackRock
	Large Cap		ING Evergreen	ING FMRSM
	Growth	ING Evergreen	Omega	Diversified Mid	ING FMRSM
	Portfolio -	Health Sciences	Portfolio -	Cap Portfolio -	Diversified Mid
	Institutional	Portfolio -	Institutional	Institutional	Cap Portfolio -
	Class	Service Class	Class	Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 43,667	$ 556	$ 11,913	$ 28,743	$ 1,256
Total assets	43,667	556	11,913	28,743	1,256
Net assets	$ 43,667	$ 556	$ 11,913	$ 28,743	$ 1,256
Net assets
Accumulation units	$ 40,507	$ 556	$ 11,074	$ 26,479	$ 1,256
Contracts in payout (annuitization)
period	3,160	-	839	2,264	-
Total net assets	$ 43,667	$ 556	$ 11,913	$ 28,743	$ 1,256
Total number of shares	3,527,193	43,738	924,917	1,874,953	82,391
Cost of shares	$ 44,402	$ 541	$ 10,062	$ 27,305	$ 1,156

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, 2007
(Dollars in thousands)

	ING FMRSM
	Large Cap	ING FMRSM
	Growth	Mid Cap	ING Franklin	ING Franklin	ING Global
	Portfolio -	Growth	Income	Mutual Shares	Real Estate
	Institutional	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Class	Service Class	Service Class	Service Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 60,289	$ 174	$ 6,948	$ 3,654	$ 2,393
Total assets	60,289	174	6,948	3,654	2,393
Net assets	$ 60,289	$ 174	$ 6,948	$ 3,654	$ 2,393
Net assets
Accumulation units	$ 59,465	$ 174	$ 6,948	$ 3,654	$ 2,393
Contracts in payout (annuitization)
period	824	-	-	-	-
Total net assets	$ 60,289	$ 174	$ 6,948	$ 3,654	$ 2,393
Total number of shares	5,344,777	13,733	620,953	378,265	198,237
Cost of shares	$ 58,072	$ 176	$ 6,896	$ 3,585	$ 2,777

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, 2007
(Dollars in thousands)

		ING JPMorgan		ING JPMorgan
		Emerging	ING JPMorgan	Small Cap Core	ING JPMorgan
	ING Global	Markets Equity	Emerging	Equity	Small Cap
	Resources	Portfolio -	Markets Equity	Portfolio -	Core Equity
	Portfolio -	Institutional	Portfolio -	Institutional	Portfolio -
	Service Class	Class	Service Class	Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 11,102	$ 9,890	$ 10,312	$ 4,187	$ 145
Total assets	11,102	9,890	10,312	4,187	145
Net assets	$ 11,102	$ 9,890	$ 10,312	$ 4,187	$ 145
Net assets
Accumulation units	$ 11,102	$ 9,890	$ 10,312	$ 4,187	$ 145
Contracts in payout (annuitization)
period	-	-	-	-	-
Total net assets	$ 11,102	$ 9,890	$ 10,312	$ 4,187	$ 145
Total number of shares	423,905	368,462	385,055	313,373	10,923
Cost of shares	$ 9,821	$ 8,401	$ 7,704	$ 4,261	$ 158

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, 2007
(Dollars in thousands)
	ING JPMorgan
		Value	ING JPMorgan			ING Legg
	Opportunities		Value		ING Julius	Mason Value		ING Legg
		Portfolio -	Opportunities	Baer Foreign		Portfolio -		Mason Value
		Institutional	Portfolio -		Portfolio -	Institutional		Portfolio -
		Class	Service Class	Service Class		Class		Service Class
Assets
Investments in mutual funds
at fair value	$ 27,694		$ 2,897	$ 15,744		$ 21,314		$ 434
Total assets		27,694	2,897		15,744		21,314	434
Net assets	$ 27,694		$ 2,897	$ 15,744		$ 21,314		$ 434
Net assets
Accumulation units	$ 27,694		$ 2,897	$ 15,744		$ 19,709		$ 434
Contracts in payout (annuitization)
period		-	-		-		1,605	-
Total net assets	$ 27,694		$ 2,897	$ 15,744		$ 21,314		$ 434
Total number of shares		2,354,946	246,568		856,114	2,022,213		41,509
Cost of shares	$ 25,533		$ 2,741	$ 13,780		$ 20,108		$ 450

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, 2007
(Dollars in thousands)

					ING Lord
	ING LifeStyle		ING LifeStyle		Abbett
	Aggressive	ING LifeStyle	Moderate	ING LifeStyle	Affiliated
	Growth	Growth	Growth	Moderate	Portfolio -
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Institutional
	Service Class	Service Class	Service Class	Service Class	Class
Assets
Investments in mutual funds
at fair value	$ 2,201	$ 8,193	$ 14,773	$ 12,276	$ 7,030
Total assets	2,201	8,193	14,773	12,276	7,030
Net assets	$ 2,201	$ 8,193	$ 14,773	$ 12,276	$ 7,030
Net assets
Accumulation units	$ 2,201	$ 8,193	$ 14,773	$ 12,276	$ 7,030
Contracts in payout (annuitization)
period	-	-	-	-	-
Total net assets	$ 2,201	$ 8,193	$ 14,773	$ 12,276	$ 7,030
Total number of shares	157,696	606,004	1,141,646	977,413	554,406
Cost of shares	$ 2,238	$ 7,890	$ 14,180	$ 11,837	$ 6,900

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, 2007
(Dollars in thousands)

	ING Lord		ING Marsico	ING MFS Total
	Abbett	ING Marsico	International	Return	ING MFS
	Affiliated	Growth	Opportunities	Portfolio -	Total Return
	Portfolio -	Portfolio -	Portfolio -	Institutional	Portfolio -
	Service Class	Service Class	Service Class	Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 955	$ 2,142	$ 13,733	$ 92,899	$ 1,623
Total assets	955	2,142	13,733	92,899	1,623
Net assets	$ 955	$ 2,142	$ 13,733	$ 92,899	$ 1,623
Net assets
Accumulation units	$ 955	$ 2,142	$ 13,733	$ 92,899	$ 1,623
Contracts in payout (annuitization)
period	-	-	-	-	-
Total net assets	$ 955	$ 2,142	$ 13,733	$ 92,899	$ 1,623
Total number of shares	75,289	113,154	805,432	5,087,570	89,051
Cost of shares	$ 924	$ 2,019	$ 11,762	$ 91,745	$ 1,653

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, 2007
(Dollars in thousands)
ING
			Oppenheimer		ING			ING Pioneer
		ING MFS	Main Street	Oppenheimer		ING PIMCO		Equity Income
		Utilities	Portfolio® -	Main Street		High Yield		Portfolio -
		Portfolio -	Institutional	Portfolio® -		Portfolio -		Institutional
	Service Class		Class	Service Class		Service Class		Class
Assets
Investments in mutual funds
at fair value	$ 4,096		$ 3,002	$ 77		$ 2,850		$ 6,290
Total assets		4,096	3,002		77		2,850	6,290
Net assets	$ 4,096		$ 3,002	$ 77		$ 2,850		$ 6,290
Net assets
Accumulation units	$ 4,096		$ 2,715	$ 77		$ 2,850		$ 6,290
Contracts in payout (annuitization)
period		-	287		-		-	-
Total net assets	$ 4,096		$ 3,002	$ 77		$ 2,850		$ 6,290
Total number of shares		229,623	146,563		3,772		288,208	685,211
Cost of shares	$ 3,903		$ 2,854	$ 76		$ 2,938		$ 6,508

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, 2007
(Dollars in thousands)

		ING Pioneer		ING T. Rowe	ING T. Rowe
	ING Pioneer	Mid Cap Value	ING Pioneer	Price Capital	Price Equity
	Fund Portfolio -	Portfolio -	Mid Cap Value	Appreciation	Income
	Institutional	Institutional	Portfolio -	Portfolio -	Portfolio -
	Class	Class	Service Class	Service Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 21,812	$ 3,758	$ 1,247	$ 9,010	$ 7,362
Total assets	21,812	3,758	1,247	9,010	7,362
Net assets	$ 21,812	$ 3,758	$ 1,247	$ 9,010	$ 7,362
Net assets
Accumulation units	$ 17,223	$ 3,758	$ 1,247	$ 9,010	$ 7,362
Contracts in payout (annuitization)
period	4,589	-	-	-	-
Total net assets	$ 21,812	$ 3,758	$ 1,247	$ 9,010	$ 7,362
Total number of shares	1,657,410	303,803	101,244	364,924	483,678
Cost of shares	$ 18,430	$ 3,843	$ 1,352	$ 9,435	$ 7,080

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, 2007
(Dollars in thousands)
					ING Van		ING VP Index
					Kampen		Plus
	ING Templeton		ING UBS U.S.	Growth and		ING Van	International
	Global Growth		Allocation		Income	Kampen Real Equity Portfolio
		Portfolio -	Portfolio -		Portfolio -	Estate Portfolio	- Institutional
	Service Class		Service Class	Service Class		- Service Class	Class
Assets
Investments in mutual funds
at fair value	$ 1,268		$ 5,992	$ 1,195		$ 1,504	$ 24,842
Total assets		1,268	5,992		1,195	1,504	24,842
Net assets	$ 1,268		$ 5,992	$ 1,195		$ 1,504	$ 24,842
Net assets
Accumulation units	$ 1,268		$ 5,992	$ 1,195		$ 1,504	$ 22,111
Contracts in payout (annuitization)
period		-	-		-	-	2,731
Total net assets	$ 1,268		$ 5,992	$ 1,195		$ 1,504	$ 24,842
Total number of shares		88,149	590,881		44,534	52,922	1,753,143
Cost of shares	$ 1,303		$ 5,865	$ 1,218		$ 2,034	$ 25,193

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, 2007
(Dollars in thousands)

	ING VP Index	ING Wells	ING Wells	ING American	ING American
	Plus	Fargo	Fargo Small	Century Large	Century Small-
	International	Disciplined	Cap Disciplined	Company	Mid Cap Value
	Equity Portfolio	Value Portfolio	Portfolio -	Value Portfolio	Portfolio -
	- Service Class	- Service Class	Service Class	- Service Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 1,345	$ 375	$ 318	$ 268	$ 1,399
Total assets	1,345	375	318	268	1,399
Net assets	$ 1,345	$ 375	$ 318	$ 268	$ 1,399
Net assets
Accumulation units	$ 1,345	$ 375	$ 318	$ 268	$ 1,399
Contracts in payout (annuitization)
period	-	-	-	-	-
Total net assets	$ 1,345	$ 375	$ 318	$ 268	$ 1,399
Total number of shares	95,286	22,178	29,032	18,550	122,704
Cost of shares	$ 1,370	$ 406	$ 339	$ 292	$ 1,512

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, 2007
(Dollars in thousands)

		ING Baron	ING Columbia
		Small Cap	Small Cap	ING Davis New	ING JPMorgan
	ING Baron	Growth	Value II	York Venture	International
	Asset Portfolio	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	- Service Class	Service Class	Service Class	Service Class	Initial Class
Assets
Investments in mutual funds
at fair value	$ 688	$ 5,233	$ 1,676	$ 3,386	$ 37,905
Total assets	688	5,233	1,676	3,386	37,905
Net assets	$ 688	$ 5,233	$ 1,676	$ 3,386	$ 37,905
Net assets
Accumulation units	$ 688	$ 5,233	$ 1,676	$ 3,386	$ 34,923
Contracts in payout (annuitization)
period	-	-	-	-	2,982
Total net assets	$ 688	$ 5,233	$ 1,676	$ 3,386	$ 37,905
Total number of shares	56,884	269,029	160,534	166,055	2,163,510
Cost of shares	$ 688	$ 4,690	$ 1,545	$ 3,259	$ 30,504

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, 2007
(Dollars in thousands)
ING Legg
			Mason		ING Lord
			Partners		Abbett U.S.	ING Neuberger	ING Neuberger
	ING JPMorgan		Aggressive		Government	Berman	Berman
	Mid Cap Value		Growth		Securities	Partners	Partners
		Portfolio -	Portfolio -		Portfolio -	Portfolio -	Portfolio -
	Service Class		Initial Class		Initial Class	Initial Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 2,982		$ 32,332	$ 11,164		$ 40,033	$ 47
Total assets		2,982	32,332		11,164	40,033	47
Net assets	$ 2,982		$ 32,332	$ 11,164		$ 40,033	$ 47
Net assets
Accumulation units	$ 2,982		$ 31,077	$ 11,164		$ 33,225	$ 47
Contracts in payout (annuitization)
period		-	1,255		-	6,808	-
Total net assets	$ 2,982		$ 32,332	$ 11,164		$ 40,033	$ 47
Total number of shares		190,313	669,261		1,102,089	3,542,718	4,163
Cost of shares	$ 2,909		$ 21,818	$ 11,038		$ 36,924	$ 46

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, 2007
(Dollars in thousands)
						ING		ING
	ING Neuberger					Oppenheimer		Oppenheimer
		Berman	ING OpCap		ING	Strategic		Strategic
		Regency	Balanced	Oppenheimer		Income		Income
		Portfolio -	Value Portfolio	Global Portfolio		Portfolio -		Portfolio -
	Service Class		- Service Class	- Initial Class		Initial Class		Service Class
Assets
Investments in mutual funds
at fair value	$ 134		$ 805	$ 159,447		$ 66,638		$ 20
Total assets		134	805		159,447		66,638		20
Net assets	$ 134		$ 805	$ 159,447		$ 66,638		$ 20
Net assets
Accumulation units	$ 134		$ 805	$ 154,167		$ 63,112		$ -
Contracts in payout (annuitization)
period		-	-		5,280		3,526		20
Total net assets	$ 134		$ 805	$ 159,447		$ 66,638		$ 20
Total number of shares		12,441	63,479		9,451,531	5,949,838		1,799
Cost of shares	$ 145		$ 827	$ 119,450		$ 60,908		$ 20

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, 2007
(Dollars in thousands)

	ING PIMCO	ING Pioneer
	Total Return	High Yield	ING Solution	ING Solution	ING Solution
	Portfolio -	Portfolio -	2015 Portfolio -	2025 Portfolio -	2035 Portfolio -
	Service Class	Initial Class	Service Class	Service Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 8,027	$ 355	$ 1,452	$ 2,417	$ 1,630
Total assets	8,027	355	1,452	2,417	1,630
Net assets	$ 8,027	$ 355	$ 1,452	$ 2,417	$ 1,630
Net assets
Accumulation units	$ 8,027	$ 355	$ 1,452	$ 2,417	$ 1,630
Contracts in payout (annuitization)
period	-	-	-	-	-
Total net assets	$ 8,027	$ 355	$ 1,452	$ 2,417	$ 1,630
Total number of shares	683,745	34,649	117,442	188,532	122,633
Cost of shares	$ 7,515	$ 363	$ 1,338	$ 2,349	$ 1,575

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, 2007
(Dollars in thousands)

			ING T. Rowe
			Price	ING T. Rowe
		ING Solution	Diversified Mid	Price Growth	ING Templeton
	ING Solution	Income	Cap Growth	Equity	Foreign Equity
	2045 Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Initial Class	Initial Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 1,381	$ 1,264	$ 68,707	$ 53,823	$ 1,538
Total assets	1,381	1,264	68,707	53,823	1,538
Net assets	$ 1,381	$ 1,264	$ 68,707	$ 53,823	$ 1,538
Net assets
Accumulation units	$ 1,381	$ 1,264	$ 68,707	$ 46,814	$ 1,538
Contracts in payout (annuitization)
period	-	-	-	7,009	-
Total net assets	$ 1,381	$ 1,264	$ 68,707	$ 53,823	$ 1,538
Total number of shares	100,444	108,676	7,217,129	869,661	112,840
Cost of shares	$ 1,384	$ 1,236	$ 56,198	$ 38,982	$ 1,493

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, 2007
(Dollars in thousands)
			ING UBS U.S.	ING UBS U.S.		ING Van		ING Van
		ING	Large Cap		Small Cap	Kampen		Kampen Equity
		Thornburg	Equity		Growth	Comstock		and Income
	Value Portfolio		Portfolio -		Portfolio -	Portfolio -		Portfolio -
	- Initial Class		Initial Class	Service Class		Service Class		Initial Class
Assets
Investments in mutual funds
at fair value	$ 27,434		$ 30,926	$ 36		$ 2,568		$ 112,954
Total assets		27,434	30,926		36		2,568	112,954
Net assets	$ 27,434		$ 30,926	$ 36		$ 2,568		$ 112,954
Net assets
Accumulation units	$ 23,818		$ 30,926	$ 36		$ 2,568		$ 112,954
Contracts in payout (annuitization)
period		3,616	-		-		-	-
Total net assets	$ 27,434		$ 30,926	$ 36		$ 2,568		$ 112,954
Total number of shares		806,893	2,914,809		3,750		205,613	2,991,371
Cost of shares	$ 20,045		$ 24,053	$ 39		$ 2,499		$ 101,718

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, 2007
(Dollars in thousands)

	ING VP	ING VP	ING VP
	Strategic	Strategic	Strategic	ING VP
	Allocation	Allocation	Allocation	Growth and
	Conservative	Growth	Moderate	Income	ING GET U.S.
	Portfolio - Class	Portfolio -	Portfolio -	Portfolio -	Core Portfolio -
	I	Class I	Class I	Class I	Series 1
Assets
Investments in mutual funds
at fair value	$ 13,112	$ 14,104	$ 16,300	$ 339,189	$ 14,041
Total assets	13,112	14,104	16,300	339,189	14,041
Net assets	$ 13,112	$ 14,104	$ 16,300	$ 339,189	$ 14,041
Net assets
Accumulation units	$ 10,498	$ 11,476	$ 12,555	$ 255,620	$ 14,041
Contracts in payout (annuitization)
period	2,614	2,628	3,745	83,569	-
Total net assets	$ 13,112	$ 14,104	$ 16,300	$ 339,189	$ 14,041
Total number of shares	970,546	851,153	1,075,218	13,699,060	1,355,335
Cost of shares	$ 12,302	$ 12,173	$ 14,961	$ 260,173	$ 13,567

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, 2007
(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 2	Series 3	Series 4	Series 5	Series 6
Assets
Investments in mutual funds
at fair value	$ 6,128	$ 23,314	$ 4,033	$ 2,393	$ 31,137
Total assets	6,128	23,314	4,033	2,393	31,137
Net assets	$ 6,128	$ 23,314	$ 4,033	$ 2,393	$ 31,137
Net assets
Accumulation units	$ 6,128	$ 23,314	$ 4,033	$ 2,393	$ 31,137
Contracts in payout (annuitization)
period	-	-	-	-	-
Total net assets	$ 6,128	$ 23,314	$ 4,033	$ 2,393	$ 31,137
Total number of shares	592,108	2,203,611	381,529	225,972	2,937,469
Cost of shares	$ 5,910	$ 22,011	$ 3,845	$ 2,286	$ 29,673

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, 2007
(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 7	Series 8	Series 9	Series 10	Series 11
Assets
Investments in mutual funds
at fair value	$ 19,355	$ 15,240	$ 11,868	$ 9,950	$ 11,430
Total assets	19,355	15,240	11,868	9,950	11,430
Net assets	$ 19,355	$ 15,240	$ 11,868	$ 9,950	$ 11,430
Net assets
Accumulation units	$ 19,355	$ 15,240	$ 11,868	$ 9,950	$ 11,430
Contracts in payout (annuitization)
period	-	-	-	-	-
Total net assets	$ 19,355	$ 15,240	$ 11,868	$ 9,950	$ 11,430
Total number of shares	1,802,180	1,418,964	1,097,858	914,514	1,091,675
Cost of shares	$ 18,192	$ 14,344	$ 11,072	$ 9,237	$ 11,016

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, 2007
(Dollars in thousands)

				ING VP Global
				Science and	ING VP
	ING GET U.S.	ING GET U.S.	ING GET U.S.	Technology	Growth
	Core Portfolio -	Core Portfolio -	Core Portfolio -	Portfolio - Class	Portfolio -
	Series 12	Series 13	Series 14	I	Class I
Assets
Investments in mutual funds
at fair value	$ 42,061	$ 33,324	$ 25,572	$ 9,192	$ 17,364
Total assets	42,061	33,324	25,572	9,192	17,364
Net assets	$ 42,061	$ 33,324	$ 25,572	$ 9,192	$ 17,364
Net assets
Accumulation units	$ 42,061	$ 33,324	$ 25,572	$ 9,192	$ 14,891
Contracts in payout (annuitization)
period	-	-	-	-	2,473
Total net assets	$ 42,061	$ 33,324	$ 25,572	$ 9,192	$ 17,364
Total number of shares	3,725,468	3,143,746	2,456,523	1,686,622	1,385,802
Cost of shares	$ 37,904	$ 31,972	$ 25,025	$ 7,988	$ 11,610

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, 2007
(Dollars in thousands)

	ING VP Index	ING VP Index	ING VP Index	ING VP Small	ING VP Value
	Plus LargeCap	Plus MidCap	Plus SmallCap	Company	Opportunity
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio - Class
	Class I	Class I	Class I	Class I	I
Assets
Investments in mutual funds
at fair value	$ 155,324	$ 14,668	$ 6,359	$ 53,080	$ 8,809
Total assets	155,324	14,668	6,359	53,080	8,809
Net assets	$ 155,324	$ 14,668	$ 6,359	$ 53,080	$ 8,809
Net assets
Accumulation units	$ 119,338	$ 14,668	$ 6,359	$ 46,559	$ 8,809
Contracts in payout (annuitization)
period	35,986	-	-	6,521	-
Total net assets	$ 155,324	$ 14,668	$ 6,359	$ 53,080	$ 8,809
Total number of shares	8,567,244	800,206	418,637	2,713,688	548,868
Cost of shares	$ 118,936	$ 13,794	$ 6,810	$ 52,161	$ 6,665

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, 2007
(Dollars in thousands)

		ING VP			ING VP
	ING VP Value	Financial	ING VP High	ING VP	MidCap
	Opportunity	Services	Yield Bond	International	Opportunities
	Portfolio -	Portfolio -	Portfolio -	Value Portfolio	Portfolio - Class
	Class S	Class I	Class I	- Class I	I
Assets
Investments in mutual funds
at fair value	$ 784	$ 653	$ 24,256	$ 6,503	$ 860
Total assets	784	653	24,256	6,503	860
Net assets	$ 784	$ 653	$ 24,256	$ 6,503	$ 860
Net assets
Accumulation units	$ 784	$ 653	$ 22,780	$ 6,503	$ 860
Contracts in payout (annuitization)
period	-	-	1,476	-	-
Total net assets	$ 784	$ 653	$ 24,256	$ 6,503	$ 860
Total number of shares	49,189	60,599	8,271,714	456,643	83,780
Cost of shares	$ 685	$ 750	$ 24,832	$ 6,578	$ 747

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, 2007
(Dollars in thousands)

	ING VP		ING VP	ING VP
	MidCap	ING VP Real	SmallCap	SmallCap	ING VP
	Opportunities	Estate	Opportunities	Opportunities	Balanced
	Portfolio - Class	Portfolio -	Portfolio - Class	Portfolio - Class	Portfolio -
	S	Class I	I	S	Class I
Assets
Investments in mutual funds
at fair value	$ 6,959	$ 1,460	$ 410	$ 4,184	$ 145,449
Total assets	6,959	1,460	410	4,184	145,449
Net assets	$ 6,959	$ 1,460	$ 410	$ 4,184	$ 145,449
Net assets
Accumulation units	$ 6,959	$ 1,460	$ 410	$ 4,184	$ 108,241
Contracts in payout (annuitization)
period	-	-	-	-	37,208
Total net assets	$ 6,959	$ 1,460	$ 410	$ 4,184	$ 145,449
Total number of shares	688,985	95,566	18,643	193,004	10,065,684
Cost of shares	$ 4,361	$ 1,849	$ 400	$ 3,317	$ 126,174

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 Assets and Liabilities
December 31, 2007
(Dollars in thousands)
							Janus Aspen
				Janus Aspen		Janus Aspen	Series Large
		ING VP	ING VP Money	Series Balanced		Series Flexible	Cap Growth
	Intermediate		Market		Portfolio -	Bond Portfolio	Portfolio -
	Bond Portfolio		Portfolio -		Institutional	- Institutional	Institutional
		- Class I	Class I		Shares	Shares	Shares
Assets
Investments in mutual funds
at fair value	$ 105,197		$ 204,844	$ 23		$ 12	$ 9
Total assets		105,197	204,844		23	12		9
Net assets	$ 105,197		$ 204,844	$ 23		$ 12	$ 9
Net assets
Accumulation units	$ 95,374		$ 200,750	$ 23		$ 12	$ 9
Contracts in payout (annuitization)
period		9,823	4,094		-	-		-
Total net assets	$ 105,197		$ 204,844	$ 23		$ 12	$ 9
Total number of shares		7,951,387	15,164,199		767	1,066	349
Cost of shares	$ 107,305		$ 199,173	$ 20		$ 12	$ 7

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 Assets and Liabilities
December 31, 2007
(Dollars in thousands)
Janus Aspen
	Janus Aspen		Series
	Series Mid Cap		Worldwide	Lord Abbett
		Growth	Growth	Series Fund -
		Portfolio -	Portfolio -		Mid-Cap	Oppenheimer		Oppenheimer
		Institutional	Institutional	Value Portfolio		Global		Main Street
		Shares	Shares		- Class VC	Securities/VA		Fund®/VA
Assets
Investments in mutual funds
at fair value	$ 8		$ 8	$ 4,141		$ 84		$ 434
Total assets		8	8		4,141		84	434
Net assets	$ 8		$ 8	$ 4,141		$ 84		$ 434
Net assets
Accumulation units	$ 8		$ 8	$ 4,141		$ 84		$ -
Contracts in payout (annuitization)
period		-	-		-		-	434
Total net assets	$ 8		$ 8	$ 4,141		$ 84		$ 434
Total number of shares		204	215		219,079		2,308	16,939
Cost of shares	$ 6		$ 8	$ 4,622		$ 76		$ 397

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 Assets and Liabilities
December 31, 2007
(Dollars in thousands)
				PIMCO Real		Pioneer
	Oppenheimer				Return	Emerging		Pioneer High
		Main Street	Oppenheimer		Portfolio -	Markets VCT		Yield VCT
		Small Cap	Mid Cap	Administrative		Portfolio -		Portfolio -
		Fund®/VA	Fund/VA		Class	Class I		Class I
Assets
Investments in mutual funds
at fair value	$ 617		$ 180	$ 4,609		$ 2,870		$ 1,452
Total assets		617	180		4,609		2,870	1,452
Net assets	$ 617		$ 180	$ 4,609		$ 2,870		$ 1,452
Net assets
Accumulation units	$ 617		$ -	$ 4,609		$ 2,870		$ 1,452
Contracts in payout (annuitization)
period		-	180		-		-	-
Total net assets	$ 617		$ 180	$ 4,609		$ 2,870		$ 1,452
Total number of shares		33,918	3,338		366,652		65,425	131,443
Cost of shares	$ 626		$ 182	$ 4,557		$ 2,688		$ 1,468

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 Assets and Liabilities
December 31, 2007
(Dollars in thousands)

	Wanger		Wanger U.S.
	International		Smaller
	Small Cap	Wanger Select	Companies
Assets
Investments in mutual funds
at fair value	$ 1,172	$ 4,305	$ 436
Total assets	1,172	4,305	436
Net assets	$ 1,172	$ 4,305	$ 436
Net assets
Accumulation units	$ 1,172	$ 4,305	$ 436
Contracts in payout (annuitization)
period	-	-	-
Total net assets	$ 1,172	$ 4,305	$ 436
Total number of shares	26,607	153,312	12,012
Cost of shares	$ 1,154	$ 4,299	$ 456

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, 2007
(Dollars in thousands)

	AIM V.I.
	Capital			Federated
	Appreciation	AIM V.I. Core	Calvert Social	American		Federated
	Fund - Series I	Equity Fund -	Balanced	Leaders Fund		Capital Income
	Shares	Series I Shares	Portfolio	II		Fund II
Net investment income (loss)
Income:
Dividends	$ -	$ 18	$ 43	$ 332		$ 147
Total investment income	-	18	43		332	147
Expenses:
Mortality and expense risk and
other charges	9	15	22		307	40
Total expenses	9	15	22		307	40
Net investment income (loss)	(9)	3	21		25	107
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	73	83	149		(25)	9
Capital gains distributions	-	-	99		2,472	-
Total realized gain (loss) on investments	73	83	248		2,447	9
and capital gains distributions
Net unrealized appreciation
(depreciation) of investments	58	29	(231)		(4,673)	(39)
Net increase (decrease) in net assets
resulting from operations	$ 122	$ 115	$ 38	$ (2,201)		$ 77

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, 2007
(Dollars in thousands)

		Federated Fund			Federated Mid
	Federated	for U.S.	Federated High	Federated	Cap Growth
	Equity Income	Government	Income Bond	International	Strategies Fund
	Fund II	Securities II	Fund II	Equity Fund II	II
Net investment income (loss)
Income:
Dividends	$ 166	$ 100	$ 501	$ 7	$ -
Total investment income	166	100	501	7	-
Expenses:
Mortality and expense risk and
other charges	79	32	85	53	92
Total expenses	79	32	85	53	92
Net investment income (loss)	87	68	416	(46)	(92)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	253	(15)	118	178	32
Capital gains distributions	-	-	-	-	-
Total realized gain (loss) on investments	253	(15)	118	178	32
and capital gains distributions
Net unrealized appreciation
(depreciation) of investments	(270)	48	(400)	169	1,067
Net increase (decrease) in net assets
resulting from operations	$ 70	$ 101	$ 134	$ 301	$ 1,007

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, 2007
(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	$ 95		$ 2,760	$ 125	$ 9	$ 314
Total investment income		95	2,760	125	9	314
Expenses:
Mortality and expense risk and
other charges		25	2,159	136	1	89
Total expenses		25	2,159	136	1	89
Net investment income (loss)		70	601	(11)	8	225
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		-	13,671	611	2	917
Capital gains distributions		-	12,167	14	-	576
Total realized gain (loss) on investments		-	25,838	625	2	1,493
and capital gains distributions
Net unrealized appreciation
(depreciation) of investments		-	(24,034)	2,724	(6)	(353)
Net increase (decrease) in net assets
resulting from operations	$ 70		$ 2,405	$ 3,338	$ 4	$ 1,365

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, 2007
(Dollars in thousands)

			Fidelity® VIP
	Fidelity® VIP	Fidelity® VIP	Investment	Franklin Small
	Contrafund®	Index 500	Grade Bond	Cap Value	Mutual Shares
	Portfolio -	Portfolio -	Portfolio -	Securities Fund	Securities Fund
	Initial Class	Initial Class	Initial Class	- Class 2	- Class 2
Net investment income (loss)
Income:
Dividends	$ 2,191	$ 1,639	$ 50	$ 34	$ 54
Total investment income	2,191	1,639	50	34	54
Expenses:
Mortality and expense risk and
other charges	3,091	644	16	46	35
Total expenses	3,091	644	16	46	35
Net investment income (loss)	(900)	995	34	(12)	19
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	28,295	2,817	(2)	306	151
Capital gains distributions	58,658	-	-	352	132
Total realized gain (loss) on investments	86,953	2,817	(2)	658	283
and capital gains distributions
Net unrealized appreciation
(depreciation) of investments	(47,847)	(1,805)	-	(770)	(267)
Net increase (decrease) in net assets
resulting from operations	$ 38,206	$ 2,007	$ 32	$ (124)	$ 35

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, 2007
(Dollars in thousands)

	ING GET Fund	ING GET Fund	ING GET Fund	ING GET Fund	ING GET Fund
	- Series Q	- Series R	- Series S	- Series T	- Series U
Net investment income (loss)
Income:
Dividends	$ 1,099	$ 881	$ 982	$ 902	$ 440
Total investment income	1,099	881	982	902	440
Expenses:
Mortality and expense risk and
other charges	101	191	321	370	371
Total expenses	101	191	321	370	371
Net investment income (loss)	998	690	661	532	69
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(785)	(253)	(1,397)	(1,491)	26
Capital gains distributions	339	695	2,118	1,488	351
Total realized gain (loss) on investments	(446)	442	721	(3)	377
and capital gains distributions
Net unrealized appreciation
(depreciation) of investments	(587)	(477)	(808)	(240)	(67)
Net increase (decrease) in net assets
resulting from operations	$ (35)	$ 655	$ 574	$ 289	$ 379

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, 2007
(Dollars in thousands)

		ING
		AllianceBernstein		ING American	ING American
		Mid Cap Growth	ING American	Funds Growth-	Funds
	ING GET Fund	Portfolio - Service	Funds Growth	Income	International
	- Series V	Class	Portfolio	Portfolio	Portfolio
Net investment income (loss)
Income:
Dividends	$ 659	$ -	$ 78	$ 274	$ 269
Total investment income	659	-	78	274	269
Expenses:
Mortality and expense risk and
other charges	578	2	398	367	396
Total expenses	578	2	398	367	396
Net investment income (loss)	81	(2)	(320)	(93)	(127)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	119	(50)	2,964	2,022	4,510
Capital gains distributions	-	9	234	550	487
Total realized gain (loss) on investments	119	(41)	3,198	2,572	4,997
and capital gains distributions
Net unrealized appreciation
(depreciation) of investments	611	55	170	(1,549)	(105)
Net increase (decrease) in net assets
resulting from operations	$ 811	$ 12	$ 3,048	$ 930	$ 4,765

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, 2007
(Dollars in thousands)

	ING BlackRock
	Large Cap	ING BlackRock		ING Evergreen	ING FMRSM
	Growth	Large Cap	ING Evergreen	Omega	Diversified Mid
	Portfolio -	Growth	Health Sciences	Portfolio -	Cap Portfolio -
	Institutional	Portfolio -	Portfolio -	Institutional	Institutional
	Class	Service Class	Service Class	Class	Class
Net investment income (loss)
Income:
Dividends	$ -	$ -	$ 1	$ 43	$ 76
Total investment income	-	-	1	43	76
Expenses:
Mortality and expense risk and
other charges	405	7	7	178	381
Total expenses	405	7	7	178	381
Net investment income (loss)	(405)	(7)	(6)	(135)	(305)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	12	199	30	717	(134)
Capital gains distributions	-	-	39	112	117
Total realized gain (loss) on investments	12	199	69	829	(17)
and capital gains distributions
Net unrealized appreciation
(depreciation) of investments	(735)	(65)	(21)	701	3,921
Net increase (decrease) in net assets
resulting from operations	$ (1,128)	$ 127	$ 42	$ 1,395	$ 3,599

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, 2007
(Dollars in thousands)

		ING FMRSM
		Large Cap	ING FMRSM
	ING FMRSM	Growth	Mid Cap		ING Franklin	ING Franklin
	Diversified Mid	Portfolio -	Growth		Income	Mutual Shares
	Cap Portfolio -	Institutional	Portfolio -		Portfolio -	Portfolio -
	Service Class	Class	Service Class		Service Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 1	$ 152	$ -		$ 62	$ -
Total investment income	1	152		-	62	-
Expenses:
Mortality and expense risk and
other charges	11	917		2	82	22
Total expenses	11	917		2	82	22
Net investment income (loss)	(10)	(765)		(2)	(20)	(22)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(34)	976		4	178	(21)
Capital gains distributions	5	-		-	8	1
Total realized gain (loss) on investments	(29)	976		4	186	(20)
and capital gains distributions
Net unrealized appreciation
(depreciation) of investments	202	1,707		(7)	(173)	69
Net increase (decrease) in net assets
resulting from operations	$ 163	$ 1,918	$ (5)		$ (7)	$ 27

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, 2007
	(Dollars in thousands)
						ING
			ING JPMorgan			JPMorgan	ING JPMorgan
				Emerging		Emerging	Small Cap Core
	ING Global	ING Global	Markets Equity			Markets	Equity
	Real Estate	Resources		Portfolio -		Equity	Portfolio -
	Portfolio -	Portfolio -		Institutional		Portfolio -	Institutional
	Service Class	Service Class		Class	Service Class		Class
Net investment income (loss)
Income:
Dividends	$ 82	$ 1	$ 81		$ 80		$ 18
Total investment income	82	1		81		80	18
Expenses:
Mortality and expense risk and
other charges	38	92		97		69	72
Total expenses	38	92		97		69	72
Net investment income (loss)	44	(91)		(16)		11	(54)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	155	523		1,400		944	498
Capital gains distributions	3	956		16		18	290
Total realized gain (loss) on investments	158	1,479		1,416		962	788
and capital gains distributions
Net unrealized appreciation
(depreciation) of investments	(593)	1,202		741		1,571	(766)
Net increase (decrease) in net assets
resulting from operations	$ (391)	$ 2,590	$ 2,141		$ 2,544		$ (32)

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, 2007
	(Dollars in thousands)
		ING JPMorgan
		Value	ING JPMorgan				ING Legg
	ING JPMorgan Opportunities			Value	ING Julius		Mason Value
	Small Cap Core	Portfolio -	Opportunities		Baer Foreign		Portfolio -
	Equity Portfolio	Institutional		Portfolio -		Portfolio -	Institutional
	- Service Class	Class	Service Class		Service Class		Class
Net investment income (loss)
Income:
Dividends	$ 1	$ 536	$ 42		$ 13		$ -
Total investment income	1	536		42		13	-
Expenses:
Mortality and expense risk and
other charges	3	462		49		156	350
Total expenses	3	462		49		156	350
Net investment income (loss)	(2)	74		(7)		(143)	(350)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(8)	2,631		170		1,079	1,368
Capital gains distributions	23	1,961		191		1,027	335
Total realized gain (loss) on investments	15	4,592		361		2,106	1,703
and capital gains distributions
Net unrealized appreciation
(depreciation) of investments	(19)	(4,873)		(404)		185	(2,837)
Net increase (decrease) in net assets
resulting from operations	$ (6)	$ (207)	$ (50)		$ 2,148		$ (1,484)

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, 2007
(Dollars in thousands)

		ING LifeStyle		ING LifeStyle
	ING Legg	Aggressive	ING LifeStyle	Moderate	ING LifeStyle
	Mason Value	Growth	Growth	Growth	Moderate
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Service Class	Service Class	Service Class
Net investment income (loss)
Income:
Dividends	$ -	$ 16	$ 88	$ 185	$ 190
Total investment income	-	16	88	185	190
Expenses:
Mortality and expense risk and
other charges	5	29	126	200	166
Total expenses	5	29	126	200	166
Net investment income (loss)	(5)	(13)	(38)	(15)	24
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	17	116	381	455	363
Capital gains distributions	7	99	229	339	230
Total realized gain (loss) on investments	24	215	610	794	593
and capital gains distributions
Net unrealized appreciation
(depreciation) of investments	(55)	(151)	(361)	(340)	(217)
Net increase (decrease) in net assets
resulting from operations	$ (36)	$ 51	$ 211	$ 439	$ 400

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, 2007
	(Dollars in thousands)
	ING Lord
	Abbett	ING Lord					ING Marsico
	Affiliated	Abbett			ING Marsico		International
	Portfolio -	Affiliated	ING MarketPro			Growth	Opportunities
	Institutional	Portfolio -		Portfolio -		Portfolio -	Portfolio -
	Class	Service Class	Service Class		Service Class		Service Class
Net investment income (loss)
Income:
Dividends	$ 2	$ 16	$ -		$ -		$ 137
Total investment income	2	16		-		-	137
Expenses:
Mortality and expense risk and
other charges	27	14		-		14	161
Total expenses	27	14		-		14	161
Net investment income (loss)	(25)	2		-		(14)	(24)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	22	16		(1)		68	1,688
Capital gains distributions	3	23		4		-	828
Total realized gain (loss) on investments	25	39		3		68	2,516
and capital gains distributions
Net unrealized appreciation
(depreciation) of investments	129	(15)		(1)		74	(236)
Net increase (decrease) in net assets
resulting from operations	$ 129	$ 26	$ 2		$ 128		$ 2,256

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, 2007
	(Dollars in thousands)
						ING
	ING MFS Total				Oppenheimer		ING
	Return	ING MFS Total	ING MFS		Main Street		Oppenheimer
	Portfolio -	Return		Utilities	Portfolio® -		Main Street
	Institutional	Portfolio -	Portfolio -		Institutional		Portfolio® -
	Class	Service Class	Service Class			Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 3,320	$ 49	$ 23		$ 37		$ 2
Total investment income	3,320	49		23		37		2
Expenses:
Mortality and expense risk and
other charges	1,437	15		26		44		1
Total expenses	1,437	15		26		44		1
Net investment income (loss)	1,883	34		(3)		(7)		1
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	1,805	15		511		250		16
Capital gains distributions	5,678	92		102		-		-
Total realized gain (loss) on investments	7,483	107		613		250		16
and capital gains distributions
Net unrealized appreciation
(depreciation) of investments	(5,657)	(86)		28		(135)		(6)
Net increase (decrease) in net assets
resulting from operations	$ 3,709	$ 55	$ 638		$ 108		$ 11

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, 2007
(Dollars in thousands)

		ING Pioneer		ING Pioneer
	ING PIMCO	Equity Income	ING Pioneer	Mid Cap Value	ING Pioneer
	High Yield	Portfolio -	Fund Portfolio -	Portfolio -	Mid Cap Value
	Portfolio -	Institutional	Institutional	Institutional	Portfolio -
	Service Class	Class	Class	Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 220	$ 86	$ 300	$ 2	$ 7
Total investment income	220	86	300	2	7
Expenses:
Mortality and expense risk and
other charges	40	27	332	16	14
Total expenses	40	27	332	16	14
Net investment income (loss)	180	59	(32)	(14)	(7)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(6)	10	1,595	(9)	37
Capital gains distributions	15	-	570	11	67
Total realized gain (loss) on investments	9	10	2,165	2	104
and capital gains distributions
Net unrealized appreciation
(depreciation) of investments	(126)	(218)	(945)	(85)	(122)
Net increase (decrease) in net assets
resulting from operations	$ 63	$ (149)	$ 1,188	$ (97)	$ (25)

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, 2007
	(Dollars in thousands)
							ING Van
	ING T. Rowe	ING T. Rowe					Kampen
	Price Capital	Price Equity	ING Templeton		ING UBS U.S.		Growth and
	Appreciation	Income	Global Growth			Allocation	Income
	Portfolio -	Portfolio -		Portfolio -		Portfolio -	Portfolio -
	Service Class	Service Class	Service Class		Service Class		Service Class
Net investment income (loss)
Income:
Dividends	$ 139	$ 95	$ 13		$ 133		$ 19
Total investment income	139	95		13		133	19
Expenses:
Mortality and expense risk and
other charges	73	71		17		88	12
Total expenses	73	71		17		88	12
Net investment income (loss)	66	24		(4)		45	7
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	11	236		50		167	22
Capital gains distributions	757	253		28		504	83
Total realized gain (loss) on investments	768	489		78		671	105
and capital gains distributions
Net unrealized appreciation
(depreciation) of investments	(661)	(374)		(75)		(648)	(83)
Net increase (decrease) in net assets
resulting from operations	$ 173	$ 139	$ (1)		$ 68		$ 29

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, 2007
	(Dollars in thousands)
		ING VP Index
		Plus	ING VP Index			ING Wells	ING Wells
	ING Van	International		Plus		Fargo	Fargo Small
	Kampen Real Equity Portfolio		International		Disciplined		Cap Disciplined
	Estate Portfolio	- Institutional	Equity Portfolio		Value Portfolio		Portfolio -
	- Service Class	Class	- Service Class		- Service Class		Service Class
Net investment income (loss)
Income:
Dividends	$ 34	$ -	$ -		$ 5		$ -
Total investment income	34	-		-		5	-
Expenses:
Mortality and expense risk and
other charges	24	52		129		5	5
Total expenses	24	52		129		5	5
Net investment income (loss)	10	(52)		(129)		-	(5)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(401)	(14)		1,568		17	16
Capital gains distributions	314	-		33		-	-
Total realized gain (loss) on investments	(87)	(14)		1,601		17	16
and capital gains distributions
Net unrealized appreciation
(depreciation) of investments	(586)	(351)		(634)		(43)	(29)
Net increase (decrease) in net assets
resulting from operations	$ (663)	$ (417)	$ 838		$ (26)		$ (18)

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, 2007
(Dollars in thousands)

	ING American		ING American		ING Baron
	Century Large	ING American	Century Small-		Small Cap
	Company Value	Century Select	Mid Cap Value	ING Baron	Growth
	Portfolio -	Portfolio -	Portfolio -	Asset Portfolio -	Portfolio -
	Service Class	Initial Class	Service Class	Service Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 4	$ 338	$ 6	$ -	$ -
Total investment income	4	338	6	-	-
Expenses:
Mortality and expense risk and
other charges	3	199	13	3	62
Total expenses	3	199	13	3	62
Net investment income (loss)	1	139	(7)	(3)	(62)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	14	6,537	69	6	591
Capital gains distributions	20	-	173	-	-
Total realized gain (loss) on investments	34	6,537	242	6	591
and capital gains distributions
Net unrealized appreciation
(depreciation) of investments	(41)	(2,805)	(278)	-	(197)
Net increase (decrease) in net assets
resulting from operations	$ (6)	$ 3,871	$ (43)	$ 3	$ 332

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, 2007
(Dollars in thousands)

	ING Columbia		ING		ING Goldman
	Small Cap	ING Davis New	Fundamental		Sachs® Capital	ING JPMorgan
	Value II	York Venture	Research		Growth	International
	Portfolio -	Portfolio -	Portfolio -		Portfolio -	Portfolio -
	Service Class	Service Class	Service Class		Service Class	Initial Class
Net investment income (loss)
Income:
Dividends	$ 2	$ 7	$ -		$ 3	$ 873
Total investment income	2	7		-	3	873
Expenses:
Mortality and expense risk and
other charges	28	32		-	-	509
Total expenses	28	32		-	-	509
Net investment income (loss)	(26)	(25)		-	3	364
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	235	97		-	23	6,935
Capital gains distributions	-	10		3	-	-
Total realized gain (loss) on investments	235	107		3	23	6,935
and capital gains distributions
Net unrealized appreciation
(depreciation) of investments	(126)	(20)		(3)	(21)	(3,596)
Net increase (decrease) in net assets
resulting from operations	$ 83	$ 62	$ -		$ 5	$ 3,703

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, 2007
	(Dollars in thousands)
		ING Legg	ING Lord
		Mason Partners	Abbett U.S.	ING Neuberger	ING Neuberger
	ING JPMorgan	Aggressive	Government	Berman	Berman
	Mid Cap Value	Growth	Securities	Partners	Partners
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Initial Class	Initial Class	Initial Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 15	$ -	$ 550	$ 125	$ 1
Total investment income	15	-	550	125	1
Expenses:
Mortality and expense risk and
other charges	27	487	148	606	1
Total expenses	27	487	148	606	1
Net investment income (loss)	(12)	(487)	402	(481)	-
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	106	3,242	106	1,162	(31)
Capital gains distributions	136	-	-	2,032	13
Total realized gain (loss) on investments	242	3,242	106	3,194	(18)
and capital gains distributions
Net unrealized appreciation
(depreciation) of investments	(198)	(3,600)	134	710	1
Net increase (decrease) in net assets
resulting from operations	$ 32	$ (845)	$ 642	$ 3,423	$ (17)

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, 2007
	(Dollars in thousands)
				ING		ING
	ING Neuberger		ING	Oppenheimer		Oppenheimer
	Berman	ING OpCap	Oppenheimer	Strategic		Strategic
	Regency	Balanced Value	Global	Income		Income
	Portfolio -	Portfolio -	Portfolio -	Portfolio -		Portfolio -
	Service Class	Service Class	Initial Class	Initial Class		Service Class
Net investment income (loss)
Income:
Dividends	$ 1	$ 12	$ 1,890	$ 3,119		$ 1
Total investment income	1	12	1,890		3,119		1
Expenses:
Mortality and expense risk and
other charges	4	9	2,187		870		-
Total expenses	4	9	2,187		870		-
Net investment income (loss)	(3)	3	(297)		2,249		1
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	42	61	13,820		1,564		-
Capital gains distributions	1	98	7,080		-		-
Total realized gain (loss) on investments	43	159	20,900		1,564		-
and capital gains distributions
Net unrealized appreciation
(depreciation) of investments	(40)	(197)	(10,554)		1,033		-
Net increase (decrease) in net assets
resulting from operations	$ -	$ (35)	$ 10,049	$ 4,846		$ 1

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, 2007
(Dollars in thousands)

	ING PIMCO	ING Pioneer
	Total Return	High Yield	ING Solution	ING Solution	ING Solution
	Portfolio -	Portfolio -	2015 Portfolio -	2025 Portfolio -	2035 Portfolio -
	Service Class	Initial Class	Service Class	Service Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 247	$ 44	$ 7	$ 7	$ 6
Total investment income	247	44	7	7	6
Expenses:
Mortality and expense risk and
other charges	65	6	12	16	12
Total expenses	65	6	12	16	12
Net investment income (loss)	182	38	(5)	(9)	(6)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	48	(36)	3	17	2
Capital gains distributions	-	-	2	6	4
Total realized gain (loss) on investments	48	(36)	5	23	6
and capital gains distributions
Net unrealized appreciation
(depreciation) of investments	370	(8)	39	7	17
Net increase (decrease) in net assets
resulting from operations	$ 600	$ (6)	$ 39	$ 21	$ 17

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, 2007
	(Dollars in thousands)
			ING T. Rowe
				Price
		ING Solution	Diversified Mid		ING T. Rowe		ING Templeton
	ING Solution	Income		Cap Growth	Price Growth		Foreign Equity
	2045 Portfolio -	Portfolio -		Portfolio -	Equity Portfolio		Portfolio -
	Service Class	Service Class		Initial Class	- Initial Class		Service Class
Net investment income (loss)
Income:
Dividends	$ 3	$ 10	$ 138		$ 280		$ 12
Total investment income	3	10		138		280	12
Expenses:
Mortality and expense risk and
other charges	9	11		907		747	15
Total expenses	9	11		907		747	15
Net investment income (loss)	(6)	(1)		(769)		(467)	(3)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	36	44		4,626		4,167	100
Capital gains distributions	3	1		6,367		2,652	12
Total realized gain (loss) on investments	39	45		10,993		6,819	112
and capital gains distributions
Net unrealized appreciation
(depreciation) of investments	(24)	2		(1,426)		(1,419)	10
Net increase (decrease) in net assets
resulting from operations	$ 9	$ 46	$ 8,798		$ 4,933		$ 119

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, 2007
	(Dollars in thousands)
			ING UBS U.S.			ING Van	ING Van
		ING UBS U.S.	Small Cap			Kampen	Kampen Equity
	ING Thornburg	Large Cap	Growth			Comstock	and Income
	Value Portfolio	Equity Portfolio	Portfolio -			Portfolio -	Portfolio -
	- Initial Class	- Initial Class	Service Class		Service Class		Initial Class
Net investment income (loss)
Income:
Dividends	$ 135	$ 244	$ -		$ 36		$ 3,121
Total investment income	135	244		-		36	3,121
Expenses:
Mortality and expense risk and
other charges	365	447		1		26	1,615
Total expenses	365	447		1		26	1,615
Net investment income (loss)	(230)	(203)		(1)		10	1,506
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	3,052	2,433		6		101	5,456
Capital gains distributions	-	-		2		80	3,522
Total realized gain (loss) on investments	3,052	2,433		8		181	8,978
and capital gains distributions
Net unrealized appreciation
(depreciation) of investments	(1,017)	(2,008)		(4)		(249)	(6,939)
Net increase (decrease) in net assets
resulting from operations	$ 1,805	$ 222	$ 3		$ (58)		$ 3,545

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, 2007
	(Dollars in thousands)
	ING VP	ING VP	ING VP
	Strategic	Strategic	Strategic		ING VP
	Allocation	Allocation	Allocation	Growth and
	Conservative	Growth	Moderate		Income	ING GET U.S.
	Portfolio -	Portfolio -	Portfolio -		Portfolio -	Core Portfolio -
	Class I	Class I	Class I		Class I	Series 1
Net investment income (loss)
Income:
Dividends	$ 463	$ 260	$ 410	$ 4,751		$ 394
Total investment income	463	260	410		4,751	394
Expenses:
Mortality and expense risk and
other charges	180	184	227		3,940	300
Total expenses	180	184	227		3,940	300
Net investment income (loss)	283	76	183		811	94
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	522	815	1,358		7,654	149
Capital gains distributions	349	870	686		-	278
Total realized gain (loss) on investments	871	1,685	2,044		7,654	427
and capital gains distributions
Net unrealized appreciation
(depreciation) of investments	(548)	(1,198)	(1,494)		13,733	(178)
Net increase (decrease) in net assets
resulting from operations	$ 606	$ 563	$ 733	$ 22,198		$ 343

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, 2007
	(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 2	- Series 3		Series 4		Series 5	Series 6
Net investment income (loss)
Income:
Dividends	$ 217	$ 640	$ 135		$ 49		$ 875
Total investment income	217	640		135		49	875
Expenses:
Mortality and expense risk and
other charges	147	477		89		51	632
Total expenses	147	477		89		51	632
Net investment income (loss)	70	163		46		(2)	243
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	111	298		88		94	1,139
Capital gains distributions	60	9		105		125	1,927
Total realized gain (loss) on investments
and capital gains distributions	171	307		193		219	3,066
Net unrealized appreciation
(depreciation) of investments	(37)	322		(151)		(184)	(2,640)
Net increase (decrease) in net assets
resulting from operations	$ 204	$ 792	$ 88		$ 33		$ 669

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, 2007
(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 7	Series 8	Series 9	Series 10	Series 11
Net investment income (loss)
Income:
Dividends	$ 597	$ 427	$ 403	$ 323	$ 585
Total investment income	597	427	403	323	585
Expenses:
Mortality and expense risk and
other charges	422	337	271	261	320
Total expenses	422	337	271	261	320
Net investment income (loss)	175	90	132	62	265
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	1,019	1,327	927	776	513
Capital gains distributions	777	829	415	349	323
Total realized gain (loss) on investments
and capital gains distributions	1,796	2,156	1,342	1,125	836
Net unrealized appreciation
(depreciation) of investments	(1,475)	(1,767)	(903)	(768)	(946)
Net increase (decrease) in net assets
resulting from operations	$ 496	$ 479	$ 571	$ 419	$ 155

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, 2007
(Dollars in thousands)

				ING VP Global
				Science and	ING VP
	ING GET U.S.	ING GET U.S.	ING GET U.S.	Technology	Growth
	Core Portfolio -	Core Portfolio -	Core Portfolio -	Portfolio - Class	Portfolio - Class
	Series 12	Series 13	Series 14	I	I
Net investment income (loss)
Income:
Dividends	$ 591	$ 237	$ -	$ -	$ 31
Total investment income	591	237	-	-	31
Expenses:
Mortality and expense risk and
other charges	915	747	365	97	208
Total expenses	915	747	365	97	208
Net investment income (loss)	(324)	(510)	(365)	(97)	(177)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	1,089	408	173	1,213	950
Capital gains distributions	1,133	1	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	2,222	409	173	1,213	950
Net unrealized appreciation
(depreciation) of investments	(1,310)	1,284	547	183	1,889
Net increase (decrease) in net assets
resulting from operations	$ 588	$ 1,183	$ 355	$ 1,299	$ 2,662

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, 2007
(Dollars in thousands)

	ING VP Index	ING VP Index	ING VP Index	ING VP	ING VP Small
	Plus LargeCap	Plus MidCap	Plus SmallCap	International	Company
	Portfolio - Class	Portfolio - Class	Portfolio - Class	Equity Portfolio	Portfolio - Class
	I	I	I	- Class I	I
Net investment income (loss)
Income:
Dividends	$ 1,806	$ 125	$ 35	$ 660	$ 123
Total investment income	1,806	125	35	660	123
Expenses:
Mortality and expense risk and
other charges	1,776	134	67	195	778
Total expenses	1,776	134	67	195	778
Net investment income (loss)	30	(9)	(32)	465	(655)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	10,501	1,337	532	3,922	4,077
Capital gains distributions	-	1,206	782	1,701	10,027
Total realized gain (loss) on investments
and capital gains distributions	10,501	2,543	1,314	5,623	14,104
Net unrealized appreciation
(depreciation) of investments	(4,595)	(1,745)	(1,734)	(5,090)	(9,930)
Net increase (decrease) in net assets
resulting from operations	$ 5,936	$ 789	$ (452)	$ 998	$ 3,519

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, 2007
(Dollars in thousands)

			ING VP
	ING VP Value	ING VP Value	Financial	ING VP High	ING VP
	Opportunity	Opportunity	Services	Yield Bond	International
	Portfolio - Class	Portfolio - Class	Portfolio - Class	Portfolio - Class	Value Portfolio
	I	S	I	I	- Class I
Net investment income (loss)
Income:
Dividends	$ 177	$ 16	$ 9	$ 2,317	$ 125
Total investment income	177	16	9	2,317	125
Expenses:
Mortality and expense risk and
other charges	128	13	4	389	60
Total expenses	128	13	4	389	60
Net investment income (loss)	49	3	5	1,928	65
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	758	64	19	59	522
Capital gains distributions	-	-	27	-	1,172
Total realized gain (loss) on investments
and capital gains distributions	758	64	46	59	1,694
Net unrealized appreciation
(depreciation) of investments	(553)	(43)	(121)	(1,666)	(933)
Net increase (decrease) in net assets
resulting from operations	$ 254	$ 24	$ (70)	$ 321	$ 826

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 Operations
December 31, 2007
(Dollars in thousands)

	ING VP	ING VP		ING VP	ING VP
	MidCap	MidCap		SmallCap	SmallCap
	Opportunities	Opportunities	ING VP Real	Opportunities	Opportunities
	Portfolio - Class	Portfolio - Class	Estate Portfolio	Portfolio - Class	Portfolio - Class
	I	S	- Class I	I	S
Net investment income (loss)
Income:
Dividends	$ -	$ -	$ 68	$ -	$ -
Total investment income	-	-	68	-	-
Expenses:
Mortality and expense risk and
other charges	5	98	28	3	65
Total expenses	5	98	28	3	65
Net investment income (loss)	(5)	(98)	40	(3)	(65)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	35	784	558	32	594
Capital gains distributions	-	-	79	-	-
Total realized gain (loss) on investments
and capital gains distributions	35	784	637	32	594
Net unrealized appreciation
(depreciation) of investments	76	879	(1,045)	(10)	(101)
Net increase (decrease) in net assets
resulting from operations	$ 106	$ 1,565	$ (368)	$ 19	$ 428

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

65

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
	Statements of Operations
	December 31, 2007
	(Dollars in thousands)
						Janus Aspen
						Series
	ING VP	ING VP	ING VP Money		ING VP	Balanced
	Balanced	Intermediate		Market	Natural	Portfolio -
	Portfolio -	Bond Portfolio		Portfolio -	Resources	Institutional
	Class I	- Class I		Class I	Trust	Shares
Net investment income (loss)
Income:
Dividends	$ 4,192	$ 3,908	$ 8,811 $		9	$ 1
Total investment income	4,192	3,908		8,811	9		1
Expenses:
Mortality and expense risk and
other charges	1,873	1,300		2,723	2		-
Total expenses	1,873	1,300		2,723	2		-
Net investment income (loss)	2,319	2,608		6,088	7		1
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	5,731	(375)		2,744	(1,114)		-
Capital gains distributions	6,203	-		-	977		-
Total realized gain (loss) on investments
and capital gains distributions	11,934	(375)		2,744	(137)		-
Net unrealized appreciation
(depreciation) of investments	(7,477)	2,890		(779)	(174)		2
Net increase (decrease) in net assets
resulting from operations	$ 6,776	$ 5,123	$ 8,053 $		(304)	$ 3

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 Operations
	December 31, 2007
	(Dollars in thousands)
					Janus Aspen
		Janus Aspen	Janus Aspen			Series	Lord Abbett
	Janus Aspen	Series Large	Series Mid Cap		Worldwide		Series Fund -
	Series Flexible	Cap Growth	Growth			Growth	Growth and
	Bond Portfolio	Portfolio -	Portfolio -			Portfolio -	Income
	- Institutional	Institutional	Institutional		Institutional		Portfolio - Class
	Shares	Shares	Shares			Shares	VC
Net investment income (loss)
Income:
Dividends	$ 1	$ -	$ -		$ -		$ -
Total investment income	1	-		-		-	-
Expenses:
Mortality and expense risk and
other charges	-	-		-		-	37
Total expenses	-	-		-		-	37
Net investment income (loss)	1	-		-		-	(37)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	-	-		-		(2)	941
Capital gains distributions	-	-		-		-	-
Total realized gain (loss) on investments
and capital gains distributions	-	-		-		(2)	941
Net unrealized appreciation
(depreciation) of investments	-	1		1		(1)	(799)
Net increase (decrease) in net assets
resulting from operations	$ 1	$ 1	$ 1		$ (3)		$ 105

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 Operations
	December 31, 2007
	(Dollars in thousands)
	Lord Abbett
	Series Fund -				Oppenheimer
	Mid-Cap Value Oppenheimer		Oppenheimer		Main Street		Oppenheimer
	Portfolio -	Global	Main Street			Small Cap	Mid Cap
	Class VC	Securities/VA	Fund®/VA			Fund®/VA	Fund/VA
Net investment income (loss)
Income:
Dividends	$ 19	$ 1	$ 4		$ 2		$ -
Total investment income	19	1		4		2		-
Expenses:
Mortality and expense risk and
other charges	43	1		5		6		1
Total expenses	43	1		5		6		1
Net investment income (loss)	(24)	-		(1)		(4)		(1)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	132	-		8		4		2
Capital gains distributions	556	4		-		22		-
Total realized gain (loss) on investments	688	4		8		26		2
and capital gains distributions
Net unrealized appreciation
(depreciation) of investments	(655)	-		4		(34)		(3)
Net increase (decrease) in net assets
resulting from operations	$ 9	$ 4	$ 11		$ (12)		$ (2)

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 Operations
	December 31, 2007
	(Dollars in thousands)
	PIMCO Real		Pioneer
	Return		Emerging	Pioneer Equity				Pioneer High
	Portfolio -		Markets VCT	Income VCT		Pioneer Fund		Yield VCT
	Administrative		Portfolio - Class	Portfolio - Class		VCT Portfolio -		Portfolio - Class
	Class		I		I		Class I	I
Net investment income (loss)
Income:
Dividends	$ 112		$ 2	$ 82		$ 1		$ 55
Total investment income		112	2		82		1	55
Expenses:
Mortality and expense risk and
other charges		19	9		37		1	11
Total expenses		19	9		37		1	11
Net investment income (loss)		93	(7)		45		-	44
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(62)	75		561		12	17
Capital gains distributions		7	37		230		-	1
Total realized gain (loss) on investments
and capital gains distributions		(55)	112		791		12	18
Net unrealized appreciation
(depreciation) of investments		196	182		(699)		(11)	(22)
Net increase (decrease) in net assets
resulting from operations	$ 234		$ 287	$ 137		$ 1		$ 40

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 Operations
December 31, 2007
(Dollars in thousands)

	Pioneer Mid
	Cap Value VCT	Wanger		Wanger U.S.
	Portfolio - Class	International		Smaller
	I	Small Cap	Wanger Select	Companies
Net investment income (loss)
Income:
Dividends	$ 30	$ -	$ -	$ -
Total investment income	30	-	-	-
Expenses:
Mortality and expense risk and
other charges	19	4	33	5
Total expenses	19	4	33	5
Net investment income (loss)	11	(4)	(33)	(5)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(487)	(33)	418	41
Capital gains distributions	397	-	64	26
Total realized gain (loss) on investments
and capital gains distributions	(90)	(33)	482	67
Net unrealized appreciation
(depreciation) of investments	350	18	(159)	(31)
Net increase (decrease) in net assets
resulting from operations	$ 271	$ (19)	$ 290	$ 31

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
December 31, 2007
(Dollars in thousands)

AIM V.I.
Capital
	Appreciation	AIM V.I. Core	Calvert Social	Federated
	Fund - Series I	Equity Fund -	Balanced	American
	Shares	Series I Shares	Portfolio	Leaders Fund II
Net assets at January 1, 2006	$ 448	$ 893	$ 2,190	$ 28,971
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(6)	(3)	19	47
Total realized gain (loss) on investments
and capital gains distributions	32	41	95	3,560
Net unrealized appreciation (depreciation) of investments	-	147	26	(109)
Net increase (decrease) in net assets from operations	26	185	140	3,498
Changes from principal transactions:
Total unit transactions	603	545	(229)	(7,686)
Increase (decrease) in assets derived from principal
transactions	603	545	(229)	(7,686)
Total increase (decrease)	629	730	(89)	(4,188)
Net assets at December 31, 2006	1,077	1,623	2,101	24,783
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(9)	3	21	25
Total realized gain (loss) on investments
and capital gains distributions	73	83	248	2,447
Net unrealized appreciation (depreciation) of investments	58	29	(231)	(4,673)
Net increase (decrease) in net assets from operations	122	115	38	(2,201)
Changes from principal transactions:
Total unit transactions	(270)	(246)	(373)	(5,138)
Increase (decrease) in assets derived from principal
transactions	(270)	(246)	(373)	(5,138)
Total increase (decrease)	(148)	(131)	(335)	(7,339)
Net assets at December 31, 2007	$ 929	$ 1,492	$ 1,766	$ 17,444

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
December 31, 2007
(Dollars in thousands)

			Federated Fund
	Federated	Federated	for U.S.	Federated High
	Capital Income	Equity Income	Government	Income Bond
	Fund II	Fund II	Securities II	Fund II
Net assets at January 1, 2006	$ 3,367	$ 6,708	$ 4,124	$ 7,437
Increase (decrease) in net assets
Operations:
Net investment income (loss)	147	57	117	506
Total realized gain (loss) on investments
and capital gains distributions	(60)	(294)	(132)	66
Net unrealized appreciation (depreciation) of investments	318	1,444	67	23
Net increase (decrease) in net assets from operations	405	1,207	52	595
Changes from principal transactions:
Total unit transactions	(733)	(1,719)	(1,791)	(1,509)
Increase (decrease) in assets derived from principal
transactions	(733)	(1,719)	(1,791)	(1,509)
Total increase (decrease)	(328)	(512)	(1,739)	(914)
Net assets at December 31, 2006	3,039	6,196	2,385	6,523
Increase (decrease) in net assets
Operations:
Net investment income (loss)	107	87	68	416
Total realized gain (loss) on investments
and capital gains distributions	9	253	(15)	118
Net unrealized appreciation (depreciation) of investments	(39)	(270)	48	(400)
Net increase (decrease) in net assets from operations	77	70	101	134
Changes from principal transactions:
Total unit transactions	(579)	(1,577)	(361)	(1,075)
Increase (decrease) in assets derived from principal
transactions	(579)	(1,577)	(361)	(1,075)
Total increase (decrease)	(502)	(1,507)	(260)	(941)
Net assets at December 31, 2007	$ 2,537	$ 4,689	$ 2,125	$ 5,582

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
December 31, 2007
(Dollars in thousands)

		Federated Mid		Fidelity® VIP
	Federated	Cap Growth	Federated	Equity-Income
	International	Strategies Fund	Prime Money	Portfolio -
	Equity Fund II	II	Fund II	Initial Class
Net assets at January 1, 2006	$ 4,318	$ 8,518	$ 2,500	$ 191,800
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(49)	(105)	68	3,844
Total realized gain (loss) on investments
and capital gains distributions	(632)	(793)	-	27,899
Net unrealized appreciation (depreciation) of investments	1,325	1,366	-	133
Net increase (decrease) in net assets from operations	644	468	68	31,876
Changes from principal transactions:
Total unit transactions	(1,117)	(2,553)	(466)	(35,930)
Increase (decrease) in assets derived from principal
transactions	(1,117)	(2,553)	(466)	(35,930)
Total increase (decrease)	(473)	(2,085)	(398)	(4,054)
Net assets at December 31, 2006	3,845	6,433	2,102	187,746
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(46)	(92)	70	601
Total realized gain (loss) on investments
and capital gains distributions	178	32	-	25,838
Net unrealized appreciation (depreciation) of investments	169	1,067	-	(24,034)
Net increase (decrease) in net assets from operations	301	1,007	70	2,405
Changes from principal transactions:
Total unit transactions	(597)	(1,326)	(257)	(45,976)
Increase (decrease) in assets derived from principal
transactions	(597)	(1,326)	(257)	(45,976)
Total increase (decrease)	(296)	(319)	(187)	(43,571)
Net assets at December 31, 2007	$ 3,549	$ 6,114	$ 1,915	$ 144,175

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
December 31, 2007
(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, 2006	$ 90,041	$ 39,781	$ 15,059	$ 286,196
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(112)	(119)	32	120
Total realized gain (loss) on investments
and capital gains distributions	9,458	(990)	3,786	42,352
Net unrealized appreciation (depreciation) of investments	(5,400)	2,187	(1,661)	(15,437)
Net increase (decrease) in net assets from operations	3,946	1,078	2,157	27,035
Changes from principal transactions:
Total unit transactions	(79,773)	(40,636)	(8,693)	(45,788)
Increase (decrease) in assets derived from principal
transactions	(79,773)	(40,636)	(8,693)	(45,788)
Total increase (decrease)	(75,827)	(39,558)	(6,536)	(18,753)
Net assets at December 31, 2006	14,214	223	8,523	267,443
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(11)	8	225	(900)
Total realized gain (loss) on investments
and capital gains distributions	625	2	1,493	86,953
Net unrealized appreciation (depreciation) of investments	2,724	(6)	(353)	(47,847)
Net increase (decrease) in net assets from operations	3,338	4	1,365	38,206
Changes from principal transactions:
Total unit transactions	(597)	(124)	288	(63,726)
Increase (decrease) in assets derived from principal
transactions	(597)	(124)	288	(63,726)
Total increase (decrease)	2,741	(120)	1,653	(25,520)
Net assets at December 31, 2007	$ 16,955	$ 103	$ 10,176	$ 241,923

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
December 31, 2007
(Dollars in thousands)

		Fidelity® VIP
	Fidelity® VIP	Investment	Franklin Small
	Index 500	Grade Bond	Cap Value	Mutual Shares
	Portfolio -	Portfolio -	Securities Fund	Securities Fund
	Initial Class	Initial Class	- Class 2	- Class 2
Net assets at January 1, 2006	$ 56,445	$ 1,759	$ 4,461	$ -
Increase (decrease) in net assets
Operations:
Net investment income (loss)	244	47	(12)	(12)
Total realized gain (loss) on investments
and capital gains distributions	2,160	(1)	371	7
Net unrealized appreciation (depreciation) of investments	4,344	(5)	342	267
Net increase (decrease) in net assets from operations	6,748	41	701	262
Changes from principal transactions:
Total unit transactions	(13,550)	(590)	(193)	3,492
Increase (decrease) in assets derived from principal
transactions	(13,550)	(590)	(193)	3,492
Total increase (decrease)	(6,802)	(549)	508	3,754
Net assets at December 31, 2006	49,643	1,210	4,969	3,754
Increase (decrease) in net assets
Operations:
Net investment income (loss)	995	34	(12)	19
Total realized gain (loss) on investments
and capital gains distributions	2,817	(2)	658	283
Net unrealized appreciation (depreciation) of investments	(1,805)	-	(770)	(267)
Net increase (decrease) in net assets from operations	2,007	32	(124)	35
Changes from principal transactions:
Total unit transactions	(10,262)	(163)	(582)	(3,789)
Increase (decrease) in assets derived from principal
transactions	(10,262)	(163)	(582)	(3,789)
Total increase (decrease)	(8,255)	(131)	(706)	(3,754)
Net assets at December 31, 2007	$ 41,388	$ 1,079	$ 4,263	$ -

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
December 31, 2007
(Dollars in thousands)

	ING GET Fund	ING GET Fund	ING GET Fund	ING GET Fund
	- Series Q	- Series R	- Series S	- Series T
Net assets at January 1, 2006	$ 31,948	$ 25,579	$ 31,376	$ 24,062
Increase (decrease) in net assets
Operations:
Net investment income (loss)	584	348	304	227
Total realized gain (loss) on investments
and capital gains distributions	131	635	390	441
Net unrealized appreciation (depreciation) of investments	228	68	638	285
Net increase (decrease) in net assets from operations	943	1,051	1,332	953
Changes from principal transactions:
Total unit transactions	(7,149)	(4,829)	(8,321)	(4,281)
Increase (decrease) in assets derived from principal
transactions	(7,149)	(4,829)	(8,321)	(4,281)
Total increase (decrease)	(6,206)	(3,778)	(6,989)	(3,328)
Net assets at December 31, 2006	25,742	21,801	24,387	20,734
Increase (decrease) in net assets
Operations:
Net investment income (loss)	998	690	661	532
Total realized gain (loss) on investments
and capital gains distributions	(446)	442	721	(3)
Net unrealized appreciation (depreciation) of investments	(587)	(477)	(808)	(240)
Net increase (decrease) in net assets from operations	(35)	655	574	289
Changes from principal transactions:
Total unit transactions	(25,707)	(22,456)	(24,961)	(21,023)
Increase (decrease) in assets derived from principal
transactions	(25,707)	(22,456)	(24,961)	(21,023)
Total increase (decrease)	(25,742)	(21,801)	(24,387)	(20,734)
Net assets at December 31, 2007	$ -	$ -	$ -	$ -

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
December 31, 2007
(Dollars in thousands)

			ING
			AllianceBernstein
			Mid Cap Growth	ING American
	ING GET Fund	ING GET Fund	Portfolio - Service	Funds Growth
	- Series U	- Series V	Class	Portfolio
Net assets at January 1, 2006	$ 23,508	$ 44,051	$ 201	$ 20,435
Increase (decrease) in net assets
Operations:
Net investment income (loss)	130	118	(6)	(297)
Total realized gain (loss) on investments
and capital gains distributions	213	(200)	(56)	592
Net unrealized appreciation (depreciation) of investments	713	799	(52)	1,963
Net increase (decrease) in net assets from operations	1,056	717	(114)	2,258
Changes from principal transactions:
Total unit transactions	(4,927)	(14,052)	490	9,276
Increase (decrease) in assets derived from principal
transactions	(4,927)	(14,052)	490	9,276
Total increase (decrease)	(3,871)	(13,335)	376	11,534
Net assets at December 31, 2006	19,637	30,716	577	31,969
Increase (decrease) in net assets
Operations:
Net investment income (loss)	69	81	(2)	(320)
Total realized gain (loss) on investments
and capital gains distributions	377	119	(41)	3,198
Net unrealized appreciation (depreciation) of investments	(67)	611	55	170
Net increase (decrease) in net assets from operations	379	811	12	3,048
Changes from principal transactions:
Total unit transactions	(3,043)	(5,796)	(406)	(6,922)
Increase (decrease) in assets derived from principal
transactions	(3,043)	(5,796)	(406)	(6,922)
Total increase (decrease)	(2,664)	(4,985)	(394)	(3,874)
Net assets at December 31, 2007	$ 16,973	$ 25,731	$ 183	$ 28,095

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
December 31, 2007
(Dollars in thousands)

			ING BlackRock
			Large Cap	ING BlackRock
	ING American	ING American	Growth	Large Cap
	Funds Growth-	Funds	Portfolio -	Growth
	Income	International	Institutional	Portfolio -
	Portfolio	Portfolio	Class	Service Class
Net assets at January 1, 2006	$ 22,150	$ 27,749	$ -	$ 1,700
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(148)	(152)	-	(22)
Total realized gain (loss) on investments
and capital gains distributions	456	3,294	-	153
Net unrealized appreciation (depreciation) of investments	3,042	1,369	-	(45)
Net increase (decrease) in net assets from operations	3,350	4,511	-	86
Changes from principal transactions:
Total unit transactions	5,244	(1,282)	-	(160)
Increase (decrease) in assets derived from principal
transactions	5,244	(1,282)	-	(160)
Total increase (decrease)	8,594	3,229	-	(74)
Net assets at December 31, 2006	30,744	30,978	-	1,626
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(93)	(127)	(405)	(7)
Total realized gain (loss) on investments
and capital gains distributions	2,572	4,997	12	199
Net unrealized appreciation (depreciation) of investments	(1,549)	(105)	(735)	(65)
Net increase (decrease) in net assets from operations	930	4,765	(1,128)	127
Changes from principal transactions:
Total unit transactions	(7,123)	(6,290)	44,795	(1,753)
Increase (decrease) in assets derived from principal
transactions	(7,123)	(6,290)	44,795	(1,753)
Total increase (decrease)	(6,193)	(1,525)	43,667	(1,626)
Net assets at December 31, 2007	$ 24,551	$ 29,453	$ 43,667	$ -

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
December 31, 2007
(Dollars in thousands)

		ING Evergreen	ING FMRSM
	ING Evergreen	Omega	Diversified Mid	ING FMRSM
	Health Sciences	Portfolio -	Cap Portfolio -	Diversified Mid
	Portfolio -	Institutional	Institutional	Cap Portfolio -
	Service Class	Class	Class	Service Class
Net assets at January 1, 2006	$ 505	$ 17,454	$ -	$ 356
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(4)	(211)	(261)	(13)
Total realized gain (loss) on investments
and capital gains distributions	16	179	2,204	162
Net unrealized appreciation (depreciation) of investments	35	664	(2,483)	(124)
Net increase (decrease) in net assets from operations	47	632	(540)	25
Changes from principal transactions:
Total unit transactions	10	(3,687)	29,483	1,263
Increase (decrease) in assets derived from principal
transactions	10	(3,687)	29,483	1,263
Total increase (decrease)	57	(3,055)	28,943	1,288
Net assets at December 31, 2006	562	14,399	28,943	1,644
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(6)	(135)	(305)	(10)
Total realized gain (loss) on investments
and capital gains distributions	69	829	(17)	(29)
Net unrealized appreciation (depreciation) of investments	(21)	701	3,921	202
Net increase (decrease) in net assets from operations	42	1,395	3,599	163
Changes from principal transactions:
Total unit transactions	(48)	(3,881)	(3,799)	(551)
Increase (decrease) in assets derived from principal
transactions	(48)	(3,881)	(3,799)	(551)
Total increase (decrease)	(6)	(2,486)	(200)	(388)
Net assets at December 31, 2007	$ 556	$ 11,913	$ 28,743	$ 1,256

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
December 31, 2007
(Dollars in thousands)

	ING FMRSM
	Large Cap	ING FMRSM
	Growth	Mid Cap	ING Franklin	ING Franklin
	Portfolio -	Growth	Income	Mutual Shares
	Institutional	Portfolio -	Portfolio -	Portfolio -
	Class	Service Class	Service Class	Service Class
Net assets at January 1, 2006	$ 25,074	$ -	$ -	$ -
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(819)	(1)	(20)	-
Total realized gain (loss) on investments
and capital gains distributions	(138)	(1)	22	-
Net unrealized appreciation (depreciation) of investments	(91)	5	225	-
Net increase (decrease) in net assets from operations	(1,048)	3	227	-
Changes from principal transactions:
Total unit transactions	54,190	106	4,089	-
Increase (decrease) in assets derived from principal
transactions	54,190	106	4,089	-
Total increase (decrease)	53,142	109	4,316	-
Net assets at December 31, 2006	78,216	109	4,316	-
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(765)	(2)	(20)	(22)
Total realized gain (loss) on investments
and capital gains distributions	976	4	186	(20)
Net unrealized appreciation (depreciation) of investments	1,707	(7)	(173)	69
Net increase (decrease) in net assets from operations	1,918	(5)	(7)	27
Changes from principal transactions:
Total unit transactions	(19,845)	70	2,639	3,627
Increase (decrease) in assets derived from principal
transactions	(19,845)	70	2,639	3,627
Total increase (decrease)	(17,927)	65	2,632	3,654
Net assets at December 31, 2007	$ 60,289	$ 174	$ 6,948	$ 3,654

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
December 31, 2007
(Dollars in thousands)

			ING JPMorgan
			Emerging	ING JPMorgan
	ING Global	ING Global	Markets Equity	Emerging
	Real Estate	Resources	Portfolio -	Markets Equity
	Portfolio -	Portfolio -	Institutional	Portfolio -
	Service Class	Service Class	Class	Service Class
Net assets at January 1, 2006	$ -	$ -	$ 1,210	$ 2,620
Increase (decrease) in net assets
Operations:
Net investment income (loss)	28	(6)	(21)	(15)
Total realized gain (loss) on investments
and capital gains distributions	33	(13)	126	470
Net unrealized appreciation (depreciation) of investments	209	79	722	830
Net increase (decrease) in net assets from operations	270	60	827	1,285
Changes from principal transactions:
Total unit transactions	1,747	1,550	2,450	2,420
Increase (decrease) in assets derived from principal
transactions	1,747	1,550	2,450	2,420
Total increase (decrease)	2,017	1,610	3,277	3,705
Net assets at December 31, 2006	2,017	1,610	4,487	6,325
Increase (decrease) in net assets
Operations:
Net investment income (loss)	44	(91)	(16)	11
Total realized gain (loss) on investments
and capital gains distributions	158	1,479	1,416	962
Net unrealized appreciation (depreciation) of investments	(593)	1,202	741	1,571
Net increase (decrease) in net assets from operations	(391)	2,590	2,141	2,544
Changes from principal transactions:
Total unit transactions	767	6,902	3,262	1,443
Increase (decrease) in assets derived from principal
transactions	767	6,902	3,262	1,443
Total increase (decrease)	376	9,492	5,403	3,987
Net assets at December 31, 2007	$ 2,393	$ 11,102	$ 9,890	$ 10,312

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
December 31, 2007
(Dollars in thousands)
				ING JPMorgan
	ING JPMorgan			Value	ING JPMorgan
	Small Cap Core	ING JPMorgan		Opportunities	Value
	Equity Portfolio	Small Cap Core		Portfolio -	Opportunities
	- Institutional	Equity Portfolio		Institutional	Portfolio -
	Class	- Service Class		Class	Service Class
Net assets at January 1, 2006	$ 9,171	$ 16		$ 45,057	$ 3,197
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(98)		(3)	(223)	(34)
Total realized gain (loss) on investments
and capital gains distributions	484		26	1,536	98
Net unrealized appreciation (depreciation) of investments	706		5	5,950	487
Net increase (decrease) in net assets from operations	1,092		28	7,263	551
Changes from principal transactions:
Total unit transactions	(3,362)		314	(11,007)	(205)
Increase (decrease) in assets derived from principal
transactions	(3,362)		314	(11,007)	(205)
Total increase (decrease)	(2,270)		342	(3,744)	346
Net assets at December 31, 2006	6,901		358	41,313	3,543
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(54)		(2)	74	(7)
Total realized gain (loss) on investments
and capital gains distributions	788		15	4,592	361
Net unrealized appreciation (depreciation) of investments	(766)		(19)	(4,873)	(404)
Net increase (decrease) in net assets from operations	(32)		(6)	(207)	(50)
Changes from principal transactions:
Total unit transactions	(2,682)		(207)	(13,412)	(596)
Increase (decrease) in assets derived from principal
transactions	(2,682)		(207)	(13,412)	(596)
Total increase (decrease)	(2,714)		(213)	(13,619)	(646)
Net assets at December 31, 2007	$ 4,187	$ 145		$ 27,694	$ 2,897

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
December 31, 2007
(Dollars in thousands)

		ING Legg		ING LifeStyle
	ING Julius	Mason Value	ING Legg	Aggressive
	Baer Foreign	Portfolio -	Mason Value	Growth
	Portfolio -	Institutional	Portfolio -	Portfolio -
	Service Class	Class	Service Class	Service Class
Net assets at January 1, 2006	$ 2,191	$ 37,805	$ 731	$ 532
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(75)	(430)	(5)	(11)
Total realized gain (loss) on investments
and capital gains distributions	363	649	28	47
Net unrealized appreciation (depreciation) of investments	1,725	1,214	12	107
Net increase (decrease) in net assets from operations	2,013	1,433	35	143
Changes from principal transactions:
Total unit transactions	9,677	(7,242)	(195)	564
Increase (decrease) in assets derived from principal
transactions	9,677	(7,242)	(195)	564
Total increase (decrease)	11,690	(5,809)	(160)	707
Net assets at December 31, 2006	13,881	31,996	571	1,239
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(143)	(350)	(5)	(13)
Total realized gain (loss) on investments
and capital gains distributions	2,106	1,703	24	215
Net unrealized appreciation (depreciation) of investments	185	(2,837)	(55)	(151)
Net increase (decrease) in net assets from operations	2,148	(1,484)	(36)	51
Changes from principal transactions:
Total unit transactions	(285)	(9,198)	(101)	911
Increase (decrease) in assets derived from principal
transactions	(285)	(9,198)	(101)	911
Total increase (decrease)	1,863	(10,682)	(137)	962
Net assets at December 31, 2007	$ 15,744	$ 21,314	$ 434	$ 2,201

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
December 31, 2007
(Dollars in thousands)
					ING Lord
		ING LifeStyle			Abbett
	ING LifeStyle	Moderate	ING LifeStyle		Affiliated
	Growth	Growth	Moderate		Portfolio -
	Portfolio -	Portfolio -	Portfolio -		Institutional
	Service Class	Service Class	Service Class		Class
Net assets at January 1, 2006	$ 2,302	$ 3,437	$ 3,932		$ -
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(50)	(38)		(23)	-
Total realized gain (loss) on investments
and capital gains distributions	197	263		222	(6)
Net unrealized appreciation (depreciation) of investments	610	862		579	1
Net increase (decrease) in net assets from operations	757	1,087		778	(5)
Changes from principal transactions:
Total unit transactions	5,726	9,291		5,707	50
Increase (decrease) in assets derived from principal
transactions	5,726	9,291		5,707	50
Total increase (decrease)	6,483	10,378		6,485	45
Net assets at December 31, 2006	8,785	13,815		10,417	45
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(38)	(15)		24	(25)
Total realized gain (loss) on investments
and capital gains distributions	610	794		593	25
Net unrealized appreciation (depreciation) of investments	(361)	(340)		(217)	129
Net increase (decrease) in net assets from operations	211	439		400	129
Changes from principal transactions:
Total unit transactions	(803)	519		1,459	6,856
Increase (decrease) in assets derived from principal
transactions	(803)	519		1,459	6,856
Total increase (decrease)	(592)	958		1,859	6,985
Net assets at December 31, 2007	$ 8,193	$ 14,773	$ 12,276		$ 7,030

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
December 31, 2007
(Dollars in thousands)

	ING Lord			ING Marsico
	Abbett		ING Marsico	International
	Affiliated	ING MarketPro	Growth	Opportunities
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Service Class	Service Class
Net assets at January 1, 2006	$ -	$ -	$ 210	$ 8,410
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(2)	-	(5)	(142)
Total realized gain (loss) on investments
and capital gains distributions	12	-	3	766
Net unrealized appreciation (depreciation) of investments	46	1	45	1,505
Net increase (decrease) in net assets from operations	56	1	43	2,129
Changes from principal transactions:
Total unit transactions	1,015	19	665	3,079
Increase (decrease) in assets derived from principal
transactions	1,015	19	665	3,079
Total increase (decrease)	1,071	20	708	5,208
Net assets at December 31, 2006	1,071	20	918	13,618
Increase (decrease) in net assets
Operations:
Net investment income (loss)	2	-	(14)	(24)
Total realized gain (loss) on investments
and capital gains distributions	39	3	68	2,516
Net unrealized appreciation (depreciation) of investments	(15)	(1)	74	(236)
Net increase (decrease) in net assets from operations	26	2	128	2,256
Changes from principal transactions:
Total unit transactions	(142)	(22)	1,096	(2,141)
Increase (decrease) in assets derived from principal
transactions	(142)	(22)	1,096	(2,141)
Total increase (decrease)	(116)	(20)	1,224	115
Net assets at December 31, 2007	$ 955	$ -	$ 2,142	$ 13,733

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
December 31, 2007
(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, 2006	$ 145,082	$ 2,374	$ 469		$ 1,589
Increase (decrease) in net assets
Operations:
Net investment income (loss)	1,780	30		(5)	1
Total realized gain (loss) on investments
and capital gains distributions	6,590	93		36	81
Net unrealized appreciation (depreciation) of investments	4,996	63		170	236
Net increase (decrease) in net assets from operations	13,366	186		201	318
Changes from principal transactions:
Total unit transactions	(34,843)	(902)		531	1,185
Increase (decrease) in assets derived from principal
transactions	(34,843)	(902)		531	1,185
Total increase (decrease)	(21,477)	(716)		732	1,503
Net assets at December 31, 2006	123,605	1,658		1,201	3,092
Increase (decrease) in net assets
Operations:
Net investment income (loss)	1,883	34		(3)	(7)
Total realized gain (loss) on investments
and capital gains distributions	7,483	107		613	250
Net unrealized appreciation (depreciation) of investments	(5,657)	(86)		28	(135)
Net increase (decrease) in net assets from operations	3,709	55		638	108
Changes from principal transactions:
Total unit transactions	(34,415)	(90)		2,257	(198)
Increase (decrease) in assets derived from principal
transactions	(34,415)	(90)		2,257	(198)
Total increase (decrease)	(30,706)	(35)		2,895	(90)
Net assets at December 31, 2007	$ 92,899	$ 1,623	$ 4,096		$ 3,002

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
December 31, 2007
(Dollars in thousands)

	ING			ING Pioneer
	Oppenheimer		ING PIMCO	Equity Income	ING Pioneer
	Main Street		High Yield	Portfolio -	Fund Portfolio -
	Portfolio® -		Portfolio -	Institutional	Institutional
	Service Class		Service Class	Class	Class
Net assets at January 1, 2006	$ 27		$ 2,987	$ -	$ 27,255
Increase (decrease) in net assets
Operations:
Net investment income (loss)		-	182	-	(348)
Total realized gain (loss) on investments
and capital gains distributions		1	13	-	641
Net unrealized appreciation (depreciation) of investments		6	59	-	3,545
Net increase (decrease) in net assets from operations		7	254	-	3,838
Changes from principal transactions:
Total unit transactions		134	677	-	(4,777)
Increase (decrease) in assets derived from principal
transactions		134	677	-	(4,777)
Total increase (decrease)		141	931	-	(939)
Net assets at December 31, 2006		168	3,918	-	26,316
Increase (decrease) in net assets
Operations:
Net investment income (loss)		1	180	59	(32)
Total realized gain (loss) on investments
and capital gains distributions		16	9	10	2,165
Net unrealized appreciation (depreciation) of investments		(6)	(126)	(218)	(945)
Net increase (decrease) in net assets from operations		11	63	(149)	1,188
Changes from principal transactions:
Total unit transactions		(102)	(1,131)	6,439	(5,692)
Increase (decrease) in assets derived from principal
transactions		(102)	(1,131)	6,439	(5,692)
Total increase (decrease)		(91)	(1,068)	6,290	(4,504)
Net assets at December 31, 2007	$ 77		$ 2,850	$ 6,290	$ 21,812

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
December 31, 2007
(Dollars in thousands)

	ING Pioneer		ING T. Rowe	ING T. Rowe
	Mid Cap Value	ING Pioneer	Price Capital	Price Equity
	Portfolio -	Mid Cap Value	Appreciation	Income
	Institutional	Portfolio -	Portfolio -	Portfolio -
	Class	Service Class	Service Class	Service Class
Net assets at January 1, 2006	$ -	$ -	$ 878	$ 4,775
Increase (decrease) in net assets
Operations:
Net investment income (loss)	-	(1)	13	22
Total realized gain (loss) on investments
and capital gains distributions	-	(1)	238	340
Net unrealized appreciation (depreciation) of investments	-	17	214	530
Net increase (decrease) in net assets from operations	-	15	465	892
Changes from principal transactions:
Total unit transactions	36	329	4,461	683
Increase (decrease) in assets derived from principal
transactions	36	329	4,461	683
Total increase (decrease)	36	344	4,926	1,575
Net assets at December 31, 2006	36	344	5,804	6,350
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(14)	(7)	66	24
Total realized gain (loss) on investments
and capital gains distributions	2	104	768	489
Net unrealized appreciation (depreciation) of investments	(85)	(122)	(661)	(374)
Net increase (decrease) in net assets from operations	(97)	(25)	173	139
Changes from principal transactions:
Total unit transactions	3,819	928	3,033	873
Increase (decrease) in assets derived from principal
transactions	3,819	928	3,033	873
Total increase (decrease)	3,722	903	3,206	1,012
Net assets at December 31, 2007	$ 3,758	$ 1,247	$ 9,010	$ 7,362

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
December 31, 2007
(Dollars in thousands)
				ING Van
				Kampen
	ING Templeton	ING UBS U.S.	Growth and		ING Van
	Global Growth	Allocation		Income	Kampen Real
	Portfolio -	Portfolio -	Portfolio -		Estate Portfolio
	Service Class	Service Class	Service Class		- Service Class
Net assets at January 1, 2006	$ -	$ 7,663	$ 1,341		$ -
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(1)	6		6	(1)
Total realized gain (loss) on investments
and capital gains distributions	2	160		157	13
Net unrealized appreciation (depreciation) of investments	40	518		33	56
Net increase (decrease) in net assets from operations	41	684		196	68
Changes from principal transactions:
Total unit transactions	651	(1,188)		(61)	1,011
Increase (decrease) in assets derived from principal
transactions	651	(1,188)		(61)	1,011
Total increase (decrease)	692	(504)		135	1,079
Net assets at December 31, 2006	692	7,159		1,476	1,079
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(4)	45		7	10
Total realized gain (loss) on investments
and capital gains distributions	78	671		105	(87)
Net unrealized appreciation (depreciation) of investments	(75)	(648)		(83)	(586)
Net increase (decrease) in net assets from operations	(1)	68		29	(663)
Changes from principal transactions:
Total unit transactions	577	(1,235)		(310)	1,088
Increase (decrease) in assets derived from principal
transactions	577	(1,235)		(310)	1,088
Total increase (decrease)	576	(1,167)		(281)	425
Net assets at December 31, 2007	$ 1,268	$ 5,992	$ 1,195		$ 1,504

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
December 31, 2007
(Dollars in thousands)
ING VP Index
	Plus	ING VP Index	ING Wells		ING Wells
	International	Plus		Fargo	Fargo Small
	Equity Portfolio	International	Disciplined		Cap Disciplined
	- Institutional	Equity Portfolio	Value Portfolio		Portfolio -
	Class	- Service Class	- Service Class		Service Class
Net assets at January 1, 2006	$ -	$ -	$ -		$ -
Increase (decrease) in net assets
Operations:
Net investment income (loss)	-	9		(1)	-
Total realized gain (loss) on investments
and capital gains distributions	-	131		-	13
Net unrealized appreciation (depreciation) of investments	-	609		12	8
Net increase (decrease) in net assets from operations	-	749		11	21
Changes from principal transactions:
Total unit transactions	-	8,927		214	353
Increase (decrease) in assets derived from principal
transactions	-	8,927		214	353
Total increase (decrease)	-	9,676		225	374
Net assets at December 31, 2006	-	9,676		225	374
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(52)	(129)		-	(5)
Total realized gain (loss) on investments
and capital gains distributions	(14)	1,601		17	16
Net unrealized appreciation (depreciation) of investments	(351)	(634)		(43)	(29)
Net increase (decrease) in net assets from operations	(417)	838		(26)	(18)
Changes from principal transactions:
Total unit transactions	25,259	(9,169)		176	(38)
Increase (decrease) in assets derived from principal
transactions	25,259	(9,169)		176	(38)
Total increase (decrease)	24,842	(8,331)		150	(56)
Net assets at December 31, 2007	$ 24,842	$ 1,345	$ 375		$ 318

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
December 31, 2007
(Dollars in thousands)

	ING American		ING American
	Century Large	ING American	Century Small-
	Company Value	Century Select	Mid Cap Value	ING Baron
	Portfolio -	Portfolio -	Portfolio -	Asset Portfolio -
	Service Class	Initial Class	Service Class	Service Class
Net assets at January 1, 2006	$ 130	$ 69,123	$ 1,511	$ -
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(2)	9	(13)	-
Total realized gain (loss) on investments
and capital gains distributions	19	571	35	-
Net unrealized appreciation (depreciation) of investments	10	(2,957)	187	-
Net increase (decrease) in net assets from operations	27	(2,377)	209	-
Changes from principal transactions:
Total unit transactions	30	(16,180)	(70)	7
Increase (decrease) in assets derived from principal
transactions	30	(16,180)	(70)	7
Total increase (decrease)	57	(18,557)	139	7
Net assets at December 31, 2006	187	50,566	1,650	7
Increase (decrease) in net assets
Operations:
Net investment income (loss)	1	139	(7)	(3)
Total realized gain (loss) on investments
and capital gains distributions	34	6,537	242	6
Net unrealized appreciation (depreciation) of investments	(41)	(2,805)	(278)	-
Net increase (decrease) in net assets from operations	(6)	3,871	(43)	3
Changes from principal transactions:
Total unit transactions	87	(54,437)	(208)	678
Increase (decrease) in assets derived from principal
transactions	87	(54,437)	(208)	678
Total increase (decrease)	81	(50,566)	(251)	681
Net assets at December 31, 2007	$ 268	$ -	$ 1,399	$ 688

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
December 31, 2007
(Dollars in thousands)

	ING Baron	ING Columbia		ING
	Small Cap	Small Cap	ING Davis New	Fundamental
	Growth	Value II	York Venture	Research
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Service Class	Service Class
Net assets at January 1, 2006	$ 3,883	$ -	$ 982	$ 19
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(49)	(20)	(13)		-
Total realized gain (loss) on investments
and capital gains distributions	309	45	141		-
Net unrealized appreciation (depreciation) of investments	492	257	67		2
Net increase (decrease) in net assets from operations	752	282	195		2
Changes from principal transactions:
Total unit transactions	2,426	3,012	906		3
Increase (decrease) in assets derived from principal
transactions	2,426	3,012	906		3
Total increase (decrease)	3,178	3,294	1,101		5
Net assets at December 31, 2006	7,061	3,294	2,083		24
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(62)	(26)	(25)		-
Total realized gain (loss) on investments
and capital gains distributions	591	235	107		3
Net unrealized appreciation (depreciation) of investments	(197)	(126)	(20)		(3)
Net increase (decrease) in net assets from operations	332	83	62		-
Changes from principal transactions:
Total unit transactions	(2,160)	(1,701)	1,241		(24)
Increase (decrease) in assets derived from principal
transactions	(2,160)	(1,701)	1,241		(24)
Total increase (decrease)	(1,828)	(1,618)	1,303		(24)
Net assets at December 31, 2007	$ 5,233	$ 1,676	$ 3,386	$ -

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
December 31, 2007
(Dollars in thousands)
				ING Legg
	ING Goldman			Mason Partners
	Sachs® Capital	ING JPMorgan	ING JPMorgan	Aggressive
	Growth	International	Mid Cap Value	Growth
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Initial Class	Service Class	Initial Class
Net assets at January 1, 2006	$ 379	$ 43,806	$ 2,101	$ 48,357
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(2)	(131)	(22)	(586)
Total realized gain (loss) on investments
and capital gains distributions	43	4,989	95	2,183
Net unrealized appreciation (depreciation) of investments	(16)	3,422	288	2,274
Net increase (decrease) in net assets from operations	25	8,280	361	3,871
Changes from principal transactions:
Total unit transactions	(122)	(6,725)	304	(9,719)
Increase (decrease) in assets derived from principal
transactions	(122)	(6,725)	304	(9,719)
Total increase (decrease)	(97)	1,555	665	(5,848)
Net assets at December 31, 2006	282	45,361	2,766	42,509
Increase (decrease) in net assets
Operations:
Net investment income (loss)	3	364	(12)	(487)
Total realized gain (loss) on investments
and capital gains distributions	23	6,935	242	3,242
Net unrealized appreciation (depreciation) of investments	(21)	(3,596)	(198)	(3,600)
Net increase (decrease) in net assets from operations	5	3,703	32	(845)
Changes from principal transactions:
Total unit transactions	(287)	(11,159)	184	(9,332)
Increase (decrease) in assets derived from principal
transactions	(287)	(11,159)	184	(9,332)
Total increase (decrease)	(282)	(7,456)	216	(10,177)
Net assets at December 31, 2007	$ -	$ 37,905	$ 2,982	$ 32,332

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
December 31, 2007
(Dollars in thousands)
	ING Lord
	Abbett U.S.	ING Neuberger	ING Neuberger	ING Neuberger
	Government	Berman	Berman	Berman
	Securities	Partners	Partners	Regency
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Initial Class	Initial Class	Service Class	Service Class
Net assets at January 1, 2006	$ -	$ -	$ -	$ -
Increase (decrease) in net assets
Operations:
Net investment income (loss)	408	(454)	-	-
Total realized gain (loss) on investments
and capital gains distributions	81	(392)	2	5
Net unrealized appreciation (depreciation) of investments	(8)	2,399	-	29
Net increase (decrease) in net assets from operations	481	1,553	2	34
Changes from principal transactions:
Total unit transactions	11,068	47,700	(2)	336
Increase (decrease) in assets derived from principal
transactions	11,068	47,700	(2)	336
Total increase (decrease)	11,549	49,253	-	370
Net assets at December 31, 2006	11,549	49,253	-	370
Increase (decrease) in net assets
Operations:
Net investment income (loss)	402	(481)	-	(3)
Total realized gain (loss) on investments
and capital gains distributions	106	3,194	(18)	43
Net unrealized appreciation (depreciation) of investments	134	710	1	(40)
Net increase (decrease) in net assets from operations	642	3,423	(17)	-
Changes from principal transactions:
Total unit transactions	(1,027)	(12,643)	64	(236)
Increase (decrease) in assets derived from principal
transactions	(1,027)	(12,643)	64	(236)
Total increase (decrease)	(385)	(9,220)	47	(236)
Net assets at December 31, 2007	$ 11,164	$ 40,033	$ 47	$ 134

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
December 31, 2007
(Dollars in thousands)
				ING	ING
		ING	Oppenheimer		Oppenheimer
	ING OpCap	Oppenheimer		Strategic	Strategic
	Balanced Value	Global		Income	Income
	Portfolio -	Portfolio -		Portfolio -	Portfolio -
	Service Class	Initial Class	Initial Class		Service Class
Net assets at January 1, 2006	$ 1,444	$ 193,562	$ 75,516		$ -
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(1)	(2,210)		(648)		-
Total realized gain (loss) on investments
and capital gains distributions	42	8,172		498		-
Net unrealized appreciation (depreciation) of investments	70	22,931		5,038		-
Net increase (decrease) in net assets from operations	111	28,893		4,888		-
Changes from principal transactions:
Total unit transactions	(369)	(32,175)		(10,118)		1
Increase (decrease) in assets derived from principal
transactions	(369)	(32,175)		(10,118)		1
Total increase (decrease)	(258)	(3,282)		(5,230)		1
Net assets at December 31, 2006	1,186	190,280		70,286		1
Increase (decrease) in net assets
Operations:
Net investment income (loss)	3	(297)		2,249		1
Total realized gain (loss) on investments
and capital gains distributions	159	20,900		1,564		-
Net unrealized appreciation (depreciation) of investments	(197)	(10,554)		1,033		-
Net increase (decrease) in net assets from operations	(35)	10,049		4,846		1
Changes from principal transactions:
Total unit transactions	(346)	(40,882)		(8,494)		18
Increase (decrease) in assets derived from principal
transactions	(346)	(40,882)		(8,494)		18
Total increase (decrease)	(381)	(30,833)		(3,648)		19
Net assets at December 31, 2007	$ 805	$ 159,447	$ 66,638		$ 20

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
December 31, 2007
(Dollars in thousands)

	ING PIMCO	ING Pioneer
	Total Return	High Yield	ING Solution	ING Solution
	Portfolio -	Portfolio -	2015 Portfolio -	2025 Portfolio -
	Service Class	Initial Class	Service Class	Service Class
Net assets at January 1, 2006	$ 5,693	$ -	$ 68	$ 125
Increase (decrease) in net assets
Operations:
Net investment income (loss)	47	-	(6)	(3)
Total realized gain (loss) on investments
and capital gains distributions	4	-	3	4
Net unrealized appreciation (depreciation) of investments	133	-	73	61
Net increase (decrease) in net assets from operations	184	-	70	62
Changes from principal transactions:
Total unit transactions	844	21	821	666
Increase (decrease) in assets derived from principal
transactions	844	21	821	666
Total increase (decrease)	1,028	21	891	728
Net assets at December 31, 2006	6,721	21	959	853
Increase (decrease) in net assets
Operations:
Net investment income (loss)	182	38	(5)	(9)
Total realized gain (loss) on investments
and capital gains distributions	48	(36)	5	23
Net unrealized appreciation (depreciation) of investments	370	(8)	39	7
Net increase (decrease) in net assets from operations	600	(6)	39	21
Changes from principal transactions:
Total unit transactions	706	340	454	1,543
Increase (decrease) in assets derived from principal
transactions	706	340	454	1,543
Total increase (decrease)	1,306	334	493	1,564
Net assets at December 31, 2007	$ 8,027	$ 355	$ 1,452	$ 2,417

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
December 31, 2007
(Dollars in thousands)
						ING T. Rowe
						Price
				ING Solution		Diversified Mid
	ING Solution	ING Solution			Income	Cap Growth
	2035 Portfolio -	2045 Portfolio -		Portfolio -		Portfolio -
	Service Class	Service Class		Service Class		Initial Class
Net assets at January 1, 2006	$ 3	$ 3		$ 138		$ 90,830
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(3)		(1)		(2)	(1,033)
Total realized gain (loss) on investments
and capital gains distributions	-		-		-	5,012
Net unrealized appreciation (depreciation) of investments	38		21		23	1,987
Net increase (decrease) in net assets from operations	35		20		21	5,966
Changes from principal transactions:
Total unit transactions	415		249		249	(18,504)
Increase (decrease) in assets derived from principal
transactions	415		249		249	(18,504)
Total increase (decrease)	450		269		270	(12,538)
Net assets at December 31, 2006	453		272		408	78,292
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(6)		(6)		(1)	(769)
Total realized gain (loss) on investments
and capital gains distributions	6		39		45	10,993
Net unrealized appreciation (depreciation) of investments	17		(24)		2	(1,426)
Net increase (decrease) in net assets from operations	17		9		46	8,798
Changes from principal transactions:
Total unit transactions	1,160		1,100		810	(18,383)
Increase (decrease) in assets derived from principal
transactions	1,160		1,100		810	(18,383)
Total increase (decrease)	1,177		1,109		856	(9,585)
Net assets at December 31, 2007	$ 1,630	$ 1,381		$ 1,264		$ 68,707

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
December 31, 2007
(Dollars in thousands)

	ING T. Rowe	ING Templeton		ING UBS U.S.
	Price Growth	Foreign Equity	ING Thornburg	Large Cap
	Equity Portfolio	Portfolio -	Value Portfolio	Equity Portfolio
	- Initial Class	Service Class	- Initial Class	- Initial Class
Net assets at January 1, 2006	$ 64,310	$ -	$ 30,602	$ 40,268
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(630)	4	(215)	(178)
Total realized gain (loss) on investments
and capital gains distributions	2,712	(3)	2,427	1,632
Net unrealized appreciation (depreciation) of investments	4,582	35	1,876	3,113
Net increase (decrease) in net assets from operations	6,664	36	4,088	4,567
Changes from principal transactions:
Total unit transactions	(10,734)	679	(5,771)	(7,853)
Increase (decrease) in assets derived from principal
transactions	(10,734)	679	(5,771)	(7,853)
Total increase (decrease)	(4,070)	715	(1,683)	(3,286)
Net assets at December 31, 2006	60,240	715	28,919	36,982
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(467)	(3)	(230)	(203)
Total realized gain (loss) on investments
and capital gains distributions	6,819	112	3,052	2,433
Net unrealized appreciation (depreciation) of investments	(1,419)	10	(1,017)	(2,008)
Net increase (decrease) in net assets from operations	4,933	119	1,805	222
Changes from principal transactions:
Total unit transactions	(11,350)	704	(3,290)	(6,278)
Increase (decrease) in assets derived from principal
transactions	(11,350)	704	(3,290)	(6,278)
Total increase (decrease)	(6,417)	823	(1,485)	(6,056)
Net assets at December 31, 2007	$ 53,823	$ 1,538	$ 27,434	$ 30,926

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
December 31, 2007
(Dollars in thousands)
					ING VP
	ING UBS U.S.	ING Van		ING Van	Strategic
	Small Cap	Kampen		Kampen Equity	Allocation
	Growth	Comstock		and Income	Conservative
	Portfolio -	Portfolio -		Portfolio -	Portfolio - Class
	Service Class	Service Class		Initial Class	I
Net assets at January 1, 2006	$ -	$ 3,224		$ 146,295	$ 16,483
Increase (decrease) in net assets
Operations:
Net investment income (loss)	-		(6)	980	212
Total realized gain (loss) on investments
and capital gains distributions	-		188	7,808	825
Net unrealized appreciation (depreciation) of investments	1		251	6,558	(41)
Net increase (decrease) in net assets from operations	1		433	15,346	996
Changes from principal transactions:
Total unit transactions	28		(409)	(19,266)	(3,364)
Increase (decrease) in assets derived from principal
transactions	28		(409)	(19,266)	(3,364)
Total increase (decrease)	29		24	(3,920)	(2,368)
Net assets at December 31, 2006	29		3,248	142,375	14,115
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(1)		10	1,506	283
Total realized gain (loss) on investments
and capital gains distributions	8		181	8,978	871
Net unrealized appreciation (depreciation) of investments	(4)		(249)	(6,939)	(548)
Net increase (decrease) in net assets from operations	3		(58)	3,545	606
Changes from principal transactions:
Total unit transactions	4		(622)	(32,966)	(1,609)
Increase (decrease) in assets derived from principal
transactions	4		(622)	(32,966)	(1,609)
Total increase (decrease)	7		(680)	(29,421)	(1,003)
Net assets at December 31, 2007	$ 36	$ 2,568		$ 112,954	$ 13,112

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
December 31, 2007
(Dollars in thousands)
	ING VP	ING VP
	Strategic	Strategic	ING VP
	Allocation	Allocation	Growth and
	Growth	Moderate	Income	ING GET U.S.
	Portfolio - Class	Portfolio - Class	Portfolio - Class	Core Portfolio -
	I	I	I	Series 1
Net assets at January 1, 2006	$ 14,815	$ 21,319	$ 383,782	$ 19,331
Increase (decrease) in net assets
Operations:
Net investment income (loss)	19	125	214	89
Total realized gain (loss) on investments
and capital gains distributions	743	1,174	(4,005)	398
Net unrealized appreciation (depreciation) of investments	870	615	49,182	489
Net increase (decrease) in net assets from operations	1,632	1,914	45,391	976
Changes from principal transactions:
Total unit transactions	(1,328)	(2,975)	(56,582)	(3,729)
Increase (decrease) in assets derived from principal
transactions	(1,328)	(2,975)	(56,582)	(3,729)
Total increase (decrease)	304	(1,061)	(11,191)	(2,753)
Net assets at December 31, 2006	15,119	20,258	372,591	16,578
Increase (decrease) in net assets
Operations:
Net investment income (loss)	76	183	811	94
Total realized gain (loss) on investments
and capital gains distributions	1,685	2,044	7,654	427
Net unrealized appreciation (depreciation) of investments	(1,198)	(1,494)	13,733	(178)
Net increase (decrease) in net assets from operations	563	733	22,198	343
Changes from principal transactions:
Total unit transactions	(1,578)	(4,691)	(55,600)	(2,880)
Increase (decrease) in assets derived from principal
transactions	(1,578)	(4,691)	(55,600)	(2,880)
Total increase (decrease)	(1,015)	(3,958)	(33,402)	(2,537)
Net assets at December 31, 2007	$ 14,104	$ 16,300	$ 339,189	$ 14,041

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
December 31, 2007
(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 2	Series 3		Series 4	Series 5
Net assets at January 1, 2006	$ 14,471	$ 41,138	$ 5,868		$ 3,957
Increase (decrease) in net assets
Operations:
Net investment income (loss)	114	240		44	8
Total realized gain (loss) on investments
and capital gains distributions	118	144		141	205
Net unrealized appreciation (depreciation) of investments	241	1,009		113	93
Net increase (decrease) in net assets from operations	473	1,393		298	306
Changes from principal transactions:
Total unit transactions	(5,925)	(14,289)		(1,051)	(981)
Increase (decrease) in assets derived from principal
transactions	(5,925)	(14,289)		(1,051)	(981)
Total increase (decrease)	(5,452)	(12,896)		(753)	(675)
Net assets at December 31, 2006	9,019	28,242		5,115	3,282
Increase (decrease) in net assets
Operations:
Net investment income (loss)	70	163		46	(2)
Total realized gain (loss) on investments
and capital gains distributions	171	307		193	219
Net unrealized appreciation (depreciation) of investments	(37)	322		(151)	(184)
Net increase (decrease) in net assets from operations	204	792		88	33
Changes from principal transactions:
Total unit transactions	(3,095)	(5,720)		(1,170)	(922)
Increase (decrease) in assets derived from principal
transactions	(3,095)	(5,720)		(1,170)	(922)
Total increase (decrease)	(2,891)	(4,928)		(1,082)	(889)
Net assets at December 31, 2007	$ 6,128	$ 23,314	$ 4,033		$ 2,393

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
December 31, 2007
(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 6	Series 7	Series 8	Series 9
Net assets at January 1, 2006	$ 68,984	$ 43,222	$ 32,287	$ 23,302
Increase (decrease) in net assets
Operations:
Net investment income (loss)	468	238	46	(85)
Total realized gain (loss) on investments
and capital gains distributions	1,783	976	405	164
Net unrealized appreciation (depreciation) of investments	1,791	1,691	1,957	1,570
Net increase (decrease) in net assets from operations	4,042	2,905	2,408	1,649
Changes from principal transactions:
Total unit transactions	(30,503)	(17,109)	(6,639)	(4,916)
Increase (decrease) in assets derived from principal
transactions	(30,503)	(17,109)	(6,639)	(4,916)
Total increase (decrease)	(26,461)	(14,204)	(4,231)	(3,267)
Net assets at December 31, 2006	42,523	29,018	28,056	20,035
Increase (decrease) in net assets
Operations:
Net investment income (loss)	243	175	90	132
Total realized gain (loss) on investments
and capital gains distributions	3,066	1,796	2,156	1,342
Net unrealized appreciation (depreciation) of investments	(2,640)	(1,475)	(1,767)	(903)
Net increase (decrease) in net assets from operations	669	496	479	571
Changes from principal transactions:
Total unit transactions	(12,055)	(10,159)	(13,295)	(8,738)
Increase (decrease) in assets derived from principal
transactions	(12,055)	(10,159)	(13,295)	(8,738)
Total increase (decrease)	(11,386)	(9,663)	(12,816)	(8,167)
Net assets at December 31, 2007	$ 31,137	$ 19,355	$ 15,240	$ 11,868

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
December 31, 2007
(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 10	Series 11	Series 12	Series 13
Net assets at January 1, 2006	$ 21,698	$ 24,279	$ -	$ -
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(188)	(337)	(618)	(135)
Total realized gain (loss) on investments
and capital gains distributions	141	88	644	26
Net unrealized appreciation (depreciation) of investments	1,459	1,320	5,467	68
Net increase (decrease) in net assets from operations	1,412	1,071	5,493	(41)
Changes from principal transactions:
Total unit transactions	(5,109)	(6,453)	43,450	44,546
Increase (decrease) in assets derived from principal
transactions	(5,109)	(6,453)	43,450	44,546
Total increase (decrease)	(3,697)	(5,382)	48,943	44,505
Net assets at December 31, 2006	18,001	18,897	48,943	44,505
Increase (decrease) in net assets
Operations:
Net investment income (loss)	62	265	(324)	(510)
Total realized gain (loss) on investments
and capital gains distributions	1,125	836	2,222	409
Net unrealized appreciation (depreciation) of investments	(768)	(946)	(1,310)	1,284
Net increase (decrease) in net assets from operations	419	155	588	1,183
Changes from principal transactions:
Total unit transactions	(8,470)	(7,622)	(7,470)	(12,364)
Increase (decrease) in assets derived from principal
transactions	(8,470)	(7,622)	(7,470)	(12,364)
Total increase (decrease)	(8,051)	(7,467)	(6,882)	(11,181)
Net assets at December 31, 2007	$ 9,950	$ 11,430	$ 42,061	$ 33,324

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

103

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
December 31, 2007
(Dollars in thousands)

		ING VP Global
		Science and	ING VP	ING VP Index
	ING GET U.S.	Technology	Growth	Plus LargeCap
	Core Portfolio -	Portfolio - Class	Portfolio - Class	Portfolio - Class
	Series 14	I	I	I
Net assets at January 1, 2006	$ -	$ 10,507	$ 23,711	$ 161,314
Increase (decrease) in net assets
Operations:
Net investment income (loss)	-	(112)	(232)	(158)
Total realized gain (loss) on investments
and capital gains distributions	-	862	621	5,193
Net unrealized appreciation (depreciation) of investments	-	(191)	(166)	13,770
Net increase (decrease) in net assets from operations	-	559	223	18,805
Changes from principal transactions:
Total unit transactions	85	(2,927)	(5,180)	(27,759)
Increase (decrease) in assets derived from principal
transactions	85	(2,927)	(5,180)	(27,759)
Total increase (decrease)	85	(2,368)	(4,957)	(8,954)
Net assets at December 31, 2006	85	8,139	18,754	152,360
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(365)	(97)	(177)	30
Total realized gain (loss) on investments
and capital gains distributions	173	1,213	950	10,501
Net unrealized appreciation (depreciation) of investments	547	183	1,889	(4,595)
Net increase (decrease) in net assets from operations	355	1,299	2,662	5,936
Changes from principal transactions:
Total unit transactions	25,132	(246)	(4,052)	(2,972)
Increase (decrease) in assets derived from principal
transactions	25,132	(246)	(4,052)	(2,972)
Total increase (decrease)	25,487	1,053	(1,390)	2,964
Net assets at December 31, 2007	$ 25,572	$ 9,192	$ 17,364	$ 155,324

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

104

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
December 31, 2007
(Dollars in thousands)

	ING VP Index	ING VP Index	ING VP	ING VP Small
	Plus MidCap	Plus SmallCap	International	Company
	Portfolio - Class	Portfolio - Class	Equity Portfolio	Portfolio - Class
	I	I	- Class I	I
Net assets at January 1, 2006	$ 18,302	$ 9,917	$ 17,086	$ 72,337
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(37)	(41)	65	(598)
Total realized gain (loss) on investments
and capital gains distributions	2,826	1,572	1,784	16,315
Net unrealized appreciation (depreciation) of investments	(1,340)	(393)	1,580	(5,581)
Net increase (decrease) in net assets from operations	1,449	1,138	3,429	10,136
Changes from principal transactions:
Total unit transactions	(3,037)	(2,328)	(2,320)	(14,467)
Increase (decrease) in assets derived from principal
transactions	(3,037)	(2,328)	(2,320)	(14,467)
Total increase (decrease)	(1,588)	(1,190)	1,109	(4,331)
Net assets at December 31, 2006	16,714	8,727	18,195	68,006
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(9)	(32)	465	(655)
Total realized gain (loss) on investments
and capital gains distributions	2,543	1,314	5,623	14,104
Net unrealized appreciation (depreciation) of investments	(1,745)	(1,734)	(5,090)	(9,930)
Net increase (decrease) in net assets from operations	789	(452)	998	3,519
Changes from principal transactions:
Total unit transactions	(2,835)	(1,916)	(19,193)	(18,445)
Increase (decrease) in assets derived from principal
transactions	(2,835)	(1,916)	(19,193)	(18,445)
Total increase (decrease)	(2,046)	(2,368)	(18,195)	(14,926)
Net assets at December 31, 2007	$ 14,668	$ 6,359	$ -	$ 53,080

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

105

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
December 31, 2007
(Dollars in thousands)

			ING VP
	ING VP Value	ING VP Value	Financial	ING VP High
	Opportunity	Opportunity	Services	Yield Bond
	Portfolio - Class	Portfolio - Class	Portfolio - Class	Portfolio - Class
	I	S	I	I
Net assets at January 1, 2006	$ 12,906	$ 1,436	$ 126	$ -
Increase (decrease) in net assets
Operations:
Net investment income (loss)	27	4	1	1,392
Total realized gain (loss) on investments
and capital gains distributions	289	18	15	(90)
Net unrealized appreciation (depreciation) of investments	1,261	149	19	573
Net increase (decrease) in net assets from operations	1,577	171	35	1,875
Changes from principal transactions:
Total unit transactions	(2,962)	(415)	265	31,080
Increase (decrease) in assets derived from principal
transactions	(2,962)	(415)	265	31,080
Total increase (decrease)	(1,385)	(244)	300	32,955
Net assets at December 31, 2006	11,521	1,192	426	32,955
Increase (decrease) in net assets
Operations:
Net investment income (loss)	49	3	5	1,928
Total realized gain (loss) on investments
and capital gains distributions	758	64	46	59
Net unrealized appreciation (depreciation) of investments	(553)	(43)	(121)	(1,666)
Net increase (decrease) in net assets from operations	254	24	(70)	321
Changes from principal transactions:
Total unit transactions	(2,966)	(432)	297	(9,020)
Increase (decrease) in assets derived from principal
transactions	(2,966)	(432)	297	(9,020)
Total increase (decrease)	(2,712)	(408)	227	(8,699)
Net assets at December 31, 2007	$ 8,809	$ 784	$ 653	$ 24,256

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

106

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
December 31, 2007
(Dollars in thousands)

		ING VP	ING VP
	ING VP	MidCap	MidCap
	International	Opportunities	Opportunities	ING VP Real
	Value Portfolio	Portfolio - Class	Portfolio - Class	Estate Portfolio
	- Class I	I	S	- Class I
Net assets at January 1, 2006	$ 3,967	$ 379	$ 10,674	$ 2,360
Increase (decrease) in net assets
Operations:
Net investment income (loss)	77	(4)	(126)	58
Total realized gain (loss) on investments
and capital gains distributions	625	54	954	543
Net unrealized appreciation (depreciation) of investments	576	(27)	(280)	479
Net increase (decrease) in net assets from operations	1,278	23	548	1,080
Changes from principal transactions:
Total unit transactions	1,480	9	(3,400)	1,643
Increase (decrease) in assets derived from principal
transactions	1,480	9	(3,400)	1,643
Total increase (decrease)	2,758	32	(2,852)	2,723
Net assets at December 31, 2006	6,725	411	7,822	5,083
Increase (decrease) in net assets
Operations:
Net investment income (loss)	65	(5)	(98)	40
Total realized gain (loss) on investments
and capital gains distributions	1,694	35	784	637
Net unrealized appreciation (depreciation) of investments	(933)	76	879	(1,045)
Net increase (decrease) in net assets from operations	826	106	1,565	(368)
Changes from principal transactions:
Total unit transactions	(1,048)	343	(2,428)	(3,255)
Increase (decrease) in assets derived from principal
transactions	(1,048)	343	(2,428)	(3,255)
Total increase (decrease)	(222)	449	(863)	(3,623)
Net assets at December 31, 2007	$ 6,503	$ 860	$ 6,959	$ 1,460

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

107

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
December 31, 2007
(Dollars in thousands)

	ING VP	ING VP
	SmallCap	SmallCap	ING VP	ING VP
	Opportunities	Opportunities	Balanced	Intermediate
	Portfolio - Class	Portfolio - Class	Portfolio - Class	Bond Portfolio -
	I	S	I	Class I
Net assets at January 1, 2006	$ 88	$ 6,065	$ 174,465	$ 130,583
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(3)	(77)	2,027	3,175
Total realized gain (loss) on investments
and capital gains distributions	25	554	4,345	39
Net unrealized appreciation (depreciation) of investments	11	101	7,516	47
Net increase (decrease) in net assets from operations	33	578	13,888	3,261
Changes from principal transactions:
Total unit transactions	120	(1,420)	(22,364)	(18,141)
Increase (decrease) in assets derived from principal
transactions	120	(1,420)	(22,364)	(18,141)
Total increase (decrease)	153	(842)	(8,476)	(14,880)
Net assets at December 31, 2006	241	5,223	165,989	115,703
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(3)	(65)	2,319	2,608
Total realized gain (loss) on investments
and capital gains distributions	32	594	11,934	(375)
Net unrealized appreciation (depreciation) of investments	(10)	(101)	(7,477)	2,890
Net increase (decrease) in net assets from operations	19	428	6,776	5,123
Changes from principal transactions:
Total unit transactions	150	(1,467)	(27,316)	(15,629)
Increase (decrease) in assets derived from principal
transactions	150	(1,467)	(27,316)	(15,629)
Total increase (decrease)	169	(1,039)	(20,540)	(10,506)
Net assets at December 31, 2007	$ 410	$ 4,184	$ 145,449	$ 105,197

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

108

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
December 31, 2007
(Dollars in thousands)

			Janus Aspen	Janus Aspen
	ING VP Money		Series Balanced	Series Flexible
	Market	ING VP	Portfolio -	Bond Portfolio -
	Portfolio - Class	Natural	Institutional	Institutional
	I	Resources Trust	Shares	Shares
Net assets at January 1, 2006	$ 214,217	$ 4,803	$ 19	$ 11
Increase (decrease) in net assets
Operations:
Net investment income (loss)	3,475	(56)	-	1
Total realized gain (loss) on investments
and capital gains distributions	2,074	1,587	-	-
Net unrealized appreciation (depreciation) of investments	2,304	(749)	2	-
Net increase (decrease) in net assets from operations	7,853	782	2	1
Changes from principal transactions:
Total unit transactions	2,897	(53)	-	-
Increase (decrease) in assets derived from principal
transactions	2,897	(53)	-	-
Total increase (decrease)	10,750	729	2	1
Net assets at December 31, 2006	224,967	5,532	21	12
Increase (decrease) in net assets
Operations:
Net investment income (loss)	6,088	7	1	1
Total realized gain (loss) on investments
and capital gains distributions	2,744	(137)	-	-
Net unrealized appreciation (depreciation) of investments	(779)	(174)	2	-
Net increase (decrease) in net assets from operations	8,053	(304)	3	1
Changes from principal transactions:
Total unit transactions	(28,176)	(5,228)	(1)	(1)
Increase (decrease) in assets derived from principal
transactions	(28,176)	(5,228)	(1)	(1)
Total increase (decrease)	(20,123)	(5,532)	2	-
Net assets at December 31, 2007	$ 204,844	$ -	$ 23	$ 12

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

109

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
December 31, 2007
(Dollars in thousands)
				Janus Aspen
	Janus Aspen	Janus Aspen			Series	Lord Abbett
	Series Large	Series Mid		Worldwide		Series Fund -
	Cap Growth	Cap Growth			Growth	Growth and
	Portfolio -	Portfolio -			Portfolio -	Income
	Institutional	Institutional		Institutional		Portfolio -
	Shares	Shares			Shares	Class VC
Net assets at January 1, 2006	$ 7	$ 6		$ 6		$ 7,859
Increase (decrease) in net assets
Operations:
Net investment income (loss)	-		-		-	31
Total realized gain (loss) on investments
and capital gains distributions	-		-		-	427
Net unrealized appreciation (depreciation) of investments	1		1		1	694
Net increase (decrease) in net assets from operations	1		1		1	1,152
Changes from principal transactions:
Total unit transactions	-		-		-	(1,080)
Increase (decrease) in assets derived from principal
transactions	-		-		-	(1,080)
Total increase (decrease)	1		1		1	72
Net assets at December 31, 2006	8		7		7	7,931
Increase (decrease) in net assets
Operations:
Net investment income (loss)	-		-		-	(37)
Total realized gain (loss) on investments
and capital gains distributions	-		-		(2)	941
Net unrealized appreciation (depreciation) of investments	1		1		(1)	(799)
Net increase (decrease) in net assets from operations	1		1		(3)	105
Changes from principal transactions:
Total unit transactions	-		-		4	(8,036)
Increase (decrease) in assets derived from principal
transactions	-		-		4	(8,036)
Total increase (decrease)	1		1		1	(7,931)
Net assets at December 31, 2007	$ 9	$ 8		$ 8		$ -

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

110

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
December 31, 2007
(Dollars in thousands)
	Lord Abbett
	Series Fund -					Oppenheimer
	Mid-Cap Value	Oppenheimer		Oppenheimer		Main Street
	Portfolio - Class	Global		Main Street		Small Cap
	VC	Securities/VA		Fund®/VA		Fund®/VA
Net assets at January 1, 2006	$ 5,924	$ 72		$ 58,462		$ 41
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(24)		-		398	(4)
Total realized gain (loss) on investments
and capital gains distributions	577		4		11,962	4
Net unrealized appreciation (depreciation) of investments	(21)		8		(9,009)	23
Net increase (decrease) in net assets from operations	532		12		3,351	23
Changes from principal transactions:
Total unit transactions	(1,814)		(1)		(61,432)	659
Increase (decrease) in assets derived from principal
transactions	(1,814)		(1)		(61,432)	659
Total increase (decrease)	(1,282)		11		(58,081)	682
Net assets at December 31, 2006	4,642		83		381	723
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(24)		-		(1)	(4)
Total realized gain (loss) on investments
and capital gains distributions	688		4		8	26
Net unrealized appreciation (depreciation) of investments	(655)		-		4	(34)
Net increase (decrease) in net assets from operations	9		4		11	(12)
Changes from principal transactions:
Total unit transactions	(510)		(3)		42	(94)
Increase (decrease) in assets derived from principal
transactions	(510)		(3)		42	(94)
Total increase (decrease)	(501)		1		53	(106)
Net assets at December 31, 2007	$ 4,141	$ 84		$ 434		$ 617

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

111

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
December 31, 2007
(Dollars in thousands)
		PIMCO Real	Pioneer
		Return	Emerging	Pioneer Equity
	Oppenheimer	Portfolio -	Markets VCT	Income VCT
	Mid Cap	Administrative	Portfolio - Class	Portfolio - Class
	Fund/VA	Class	I	I
Net assets at January 1, 2006	$ 32,591	$ 1,526	$ -	$ 4,265
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(141)	71	-	82
Total realized gain (loss) on investments
and capital gains distributions	10,590	46	-	292
Net unrealized appreciation (depreciation) of investments	(8,495)	(119)	-	558
Net increase (decrease) in net assets from operations	1,954	(2)	-	932
Changes from principal transactions:
Total unit transactions	(34,471)	928	-	981
Increase (decrease) in assets derived from principal
transactions	(34,471)	928	-	981
Total increase (decrease)	(32,517)	926	-	1,913
Net assets at December 31, 2006	74	2,452	-	6,178
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(1)	93	(7)	45
Total realized gain (loss) on investments
and capital gains distributions	2	(55)	112	791
Net unrealized appreciation (depreciation) of investments	(3)	196	182	(699)
Net increase (decrease) in net assets from operations	(2)	234	287	137
Changes from principal transactions:
Total unit transactions	108	1,923	2,583	(6,315)
Increase (decrease) in assets derived from principal
transactions	108	1,923	2,583	(6,315)
Total increase (decrease)	106	2,157	2,870	(6,178)
Net assets at December 31, 2007	$ 180	$ 4,609	$ 2,870	$ -

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

112

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
December 31, 2007
(Dollars in thousands)

		Pioneer High	Pioneer Mid
	Pioneer Fund	Yield VCT	Cap Value VCT	Wanger
	VCT Portfolio -	Portfolio - Class	Portfolio - Class	International
	Class I	I	I	Small Cap
Net assets at January 1, 2006	$ 81	$ 133	$ 4,234	$ -
Increase (decrease) in net assets
Operations:
Net investment income (loss)	1	11	6	-
Total realized gain (loss) on investments
and capital gains distributions	9	(3)	1,000	-
Net unrealized appreciation (depreciation) of investments	8	10	(585)	-
Net increase (decrease) in net assets from operations	18	18	421	-
Changes from principal transactions:
Total unit transactions	19	329	(968)	-
Increase (decrease) in assets derived from principal
transactions	19	329	(968)	-
Total increase (decrease)	37	347	(547)	-
Net assets at December 31, 2006	118	480	3,687	-
Increase (decrease) in net assets
Operations:
Net investment income (loss)	-	44	11	(4)
Total realized gain (loss) on investments
and capital gains distributions	12	18	(90)	(33)
Net unrealized appreciation (depreciation) of investments	(11)	(22)	350	18
Net increase (decrease) in net assets from operations	1	40	271	(19)
Changes from principal transactions:
Total unit transactions	(119)	932	(3,958)	1,191
Increase (decrease) in assets derived from principal
transactions	(119)	932	(3,958)	1,191
Total increase (decrease)	(118)	972	(3,687)	1,172
Net assets at December 31, 2007	$ -	$ 1,452	$ -	$ 1,172

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

113

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
December 31, 2007
(Dollars in thousands)

		Wanger U.S.
		Smaller
	Wanger Select	Companies
Net assets at January 1, 2006	$ 554	$ 552
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(7)	(4)
Total realized gain (loss) on investments
and capital gains distributions	123	53
Net unrealized appreciation (depreciation) of investments	125	(5)
Net increase (decrease) in net assets from operations	241	44
Changes from principal transactions:
Total unit transactions	1,290	(27)
Increase (decrease) in assets derived from principal
transactions	1,290	(27)
Total increase (decrease)	1,531	17
Net assets at December 31, 2006	2,085	569
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(33)	(5)
Total realized gain (loss) on investments
and capital gains distributions	482	67
Net unrealized appreciation (depreciation) of investments	(159)	(31)
Net increase (decrease) in net assets from operations	290	31
Changes from principal transactions:
Total unit transactions	1,930	(164)
Increase (decrease) in assets derived from principal
transactions	1,930	(164)
Total increase (decrease)	2,220	(133)
Net assets at December 31, 2007	$ 4,305	$ 436

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

114

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., a global
financial services holding company based in The Netherlands.

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, 2007, the Account had 158 investment divisions (the “Divisions”), 35
of which invest in independently managed mutual funds and 123 of which invest in
mutual funds managed by affiliates, either Directed Services LLC (“DSL”), formerly
Directed Services, Inc. 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, 2007 and related
Trusts are as follows:

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

Fidelity® Variable Insurance Products (continued):
Fidelity® VIP Overseas Portfolio - Initial Class
Fidelity® Variable Insurance Products II:
Fidelity® VIP Contrafund® Portfolio - Initial Class
Fidelity® VIP Index 500 Portfolio - Initial Class
Fidelity® Variable Insurance Products V:
Fidelity® VIP Investment Grade Bond Portfolio -
Initial Class
Franklin Templeton Variable Insurance Products Trust:
Franklin Small Cap Value Securities Fund - Class 2
ING GET Fund:
ING GET Fund - Series U
ING GET Fund - Series V
ING Investors Trust:
ING AllianceBernstein Mid Cap Growth Portfolio -
Service Class
ING American Funds Growth Portfolio
ING American Funds Growth-Income Portfolio

115

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

ING Investors Trust (continued):
ING American Funds International Portfolio
ING BlackRock Large Cap Growth Portfolio -
Institutional Class**
ING Evergreen Health Sciences Portfolio - Service
Class
ING Evergreen Omega Portfolio - Institutional Class
ING FMR^SM Diversified Mid Cap Portfolio -
Institutional Class*
ING FMR^SM Diversified Mid Cap Portfolio - Service
Class
ING FMR^SM Large Cap Growth Portfolio -
Institutional Class
ING FMR^SM Mid Cap Growth Portfolio - Service
Class*
ING Franklin Income Portfolio - Service Class*
ING Franklin Mutual Shares Portfolio - Service
Class**
ING Global Real Estate Portfolio - Service Class*
ING Global Resources Portfolio - Service Class*
ING JPMorgan Emerging Markets Equity Portfolio -
Institutional Class
ING JPMorgan Emerging Markets Equity Portfolio -
Service Class
ING JPMorgan Small Cap Core Equity Portfolio -
Institutional Class
ING JPMorgan Small Cap Core Equity Portfolio -
Service Class
ING JPMorgan Value Opportunities Portfolio -
Institutional Class
ING JPMorgan Value Opportunities Portfolio -
Service Class
ING Julius Baer Foreign Portfolio - Service Class
ING Legg Mason Value Portfolio - Institutional Class
ING Legg Mason Value 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 Lord Abbett Affiliated Portfolio - Institutional
Class*
ING Lord Abbett Affiliated Portfolio - Service Class*
ING Marsico Growth Portfolio - Service Class
ING Marsico International Opportunities Portfolio -
Service Class
ING MFS Total Return Portfolio - Institutional Class
ING MFS Total Return Portfolio - Service Class
ING MFS Utilities Portfolio - Service Class
ING Oppenheimer Main Street Portfolio® -
Institutional Class
ING Oppenheimer Main Street Portfolio® - Service
Class
ING PIMCO High Yield Portfolio - Service Class

ING Investors Trust (continued):
ING Pioneer Equity Income Portfolio - Institutional
Class**
ING Pioneer Fund Portfolio - Institutional Class
ING Pioneer Mid Cap Value Portfolio - Institutional
Class*
ING Pioneer Mid Cap Value Portfolio - Service
Class*
ING T. Rowe Price Capital Appreciation Portfolio -
Service Class
ING T. Rowe Price Equity Income Portfolio - Service
Class
ING Templeton Global Growth Portfolio - Service
Class*
ING UBS U.S. Allocation Portfolio - Service Class
ING Van Kampen Growth and Income Portfolio -
Service Class
ING Van Kampen Real Estate Portfolio - Service
Class*
ING VP Index Plus International Equity Portfolio -
Institutional Class**
ING VP Index Plus International Equity Portfolio -
Service Class*
ING Wells Fargo Disciplined Value Portfolio -
Service Class*
ING Wells Fargo Small Cap Disciplined Portfolio -
Service Class*
ING Partners, Inc.:
ING American Century Large Company Value
Portfolio - Service Class
ING American Century Small-Mid Cap Value
Portfolio - Service Class
ING Baron Asset Portfolio - Service Class*
ING Baron Small Cap Growth Portfolio - Service
Class
ING Columbia Small Cap Value II Portfolio - Service
Class*
ING Davis New York Venture Portfolio - Service
Class
ING JPMorgan International Portfolio - Initial Class
ING JPMorgan Mid Cap Value Portfolio - Service
Class
ING Legg Mason Partners Aggressive Growth
Portfolio - Initial Class
ING Lord Abbett U.S. Government Securities
Portfolio - Initial Class*
ING Neuberger Berman Partners Portfolio - Initial
Class*
ING Neuberger Berman Partners Portfolio - Service
Class*
ING Neuberger Berman Regency Portfolio - Service
Class*
ING OpCap Balanced Value Portfolio - Service Class
ING Oppenheimer Global Portfolio - Initial Class
ING Oppenheimer Strategic Income Portfolio - Initial
Class

116

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

ING Partners, Inc. (continued):	ING Variable Portfolios, Inc. (continued):
ING Oppenheimer Strategic Income Portfolio -		ING VP Small Company Portfolio - Class I
Service Class		ING VP Value Opportunity Portfolio - Class I
ING PIMCO Total Return Portfolio - Service Class		ING VP Value Opportunity Portfolio - Class S
ING Pioneer High Yield Portfolio - Initial Class*	ING Variable Products Trust:
ING Solution 2015 Portfolio - Service Class		ING VP Financial Services Portfolio - Class I
ING Solution 2025 Portfolio - Service Class		ING VP High Yield Bond Portfolio - Class I*
ING Solution 2035 Portfolio - Service Class		ING VP International Value Portfolio - Class I
ING Solution 2045 Portfolio - Service Class		ING VP MidCap Opportunities Portfolio - Class I
ING Solution Income Portfolio - Service Class		ING VP MidCap Opportunities Portfolio - Class S
ING T. Rowe Price Diversified Mid Cap Growth		ING VP Real Estate Portfolio - Class I
Portfolio - Initial Class		ING VP SmallCap Opportunities Portfolio - Class I
ING T. Rowe Price Growth Equity Portfolio - Initial		ING VP SmallCap Opportunities Portfolio - Class S
Class	ING VP Balanced Portfolio, Inc.:
ING Templeton Foreign Equity Portfolio - Service		ING VP Balanced Portfolio - Class I
Class*	ING VP Intermediate Bond Portfolio:
ING Thornburg Value Portfolio - Initial Class		ING VP Intermediate Bond Portfolio - Class I
ING UBS U.S. Large Cap Equity Portfolio - Initial	ING VP Money Market Portfolio:
Class		ING VP Money Market Portfolio - Class I
ING UBS U.S. Small Cap Growth Portfolio - Service	Janus Aspen Series:
Class*		Janus Aspen Series Balanced Portfolio - Institutional
ING Van Kampen Comstock Portfolio - Service Class		Shares
ING Van Kampen Equity and Income Portfolio -		Janus Aspen Series Flexible Bond Portfolio -
Initial Class		Institutional Shares
ING Strategic Allocation Portfolios, Inc.:		Janus Aspen Series Large Cap Growth Portfolio -
ING VP Strategic Allocation Conservative Portfolio -		Institutional Shares
Class I		Janus Aspen Series Mid Cap Growth Portfolio -
ING VP Strategic Allocation Growth Portfolio -		Institutional Shares
Class I		Janus Aspen Series Worldwide Growth Portfolio -
ING VP Strategic Allocation Moderate Portfolio -		Institutional Shares
Class I	Lord Abbett Series Fund, Inc.:
ING Variable Funds:		Lord Abbett Series Fund - Mid-Cap Value Portfolio -
ING VP Growth and Income Portfolio - Class I		Class VC
ING Variable Insurance Trust:	Oppenheimer Variable Account Funds:
ING GET U.S. Core Portfolio - Series 1		Oppenheimer Global Securities/VA
ING GET U.S. Core Portfolio - Series 2		Oppenheimer Main Street Fund®/VA
ING GET U.S. Core Portfolio - Series 3		Oppenheimer Main Street Small Cap Fund®/VA
ING GET U.S. Core Portfolio - Series 4		Oppenheimer Mid Cap Fund/VA
ING GET U.S. Core Portfolio - Series 5	PIMCO Variable Insurance Trust:
ING GET U.S. Core Portfolio - Series 6		PIMCO Real Return Portfolio - Administrative Class
ING GET U.S. Core Portfolio - Series 7	Pioneer Variable Contracts Trust:
ING GET U.S. Core Portfolio - Series 8		Pioneer Emerging Markets VCT Portfolio - Class I**
ING GET U.S. Core Portfolio - Series 9		Pioneer High Yield VCT Portfolio - Class I
ING GET U.S. Core Portfolio - Series 10	Wanger Advisors Trust:
ING GET U.S. Core Portfolio - Series 11		Wanger International Small Cap**
ING GET U.S. Core Portfolio - Series 12*		Wanger Select
ING GET U.S. Core Portfolio - Series 13*		Wanger U.S. Smaller Companies
ING GET U.S. Core Portfolio - Series 14*
ING Variable Portfolios, Inc.:
ING VP Global Science and Technology Portfolio -	*	Division added in 2006
Class I	**	Division added in 2007
ING VP Growth Portfolio - Class I
ING VP Index Plus LargeCap Portfolio - Class I
ING VP Index Plus MidCap Portfolio - Class I
ING VP Index Plus SmallCap Portfolio - Class I

117

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

The names of certain Divisions were changed during 2007. The following is a summary
of current and former names for those Divisions:

Current Name Former Name

ING Investors Trust: ING Investors Trust:
ING Wells Fargo Disciplined Value Portfolio - Service ING Wells Fargo Mid Cap Disciplined Portfolio -
Class Service Class
ING Partners, Inc.: ING Partners, Inc.:
ING Davis New York Venture Portfolio - Service Class ING Davis Venture Value Portfolio - Service Class
Oppenheimer Variable Account Funds: Oppenheimer Variable Account Funds:
Oppenheimer Mid Cap Fund/VA Oppenheimer Aggressive Growth/VA

During 2007, the following Divisions were closed to contractowners:

Franklin Templeton Variable Insurance Products Trust:
Mutual Shares Securities Fund - Class 2
ING GET Fund:
ING GET Fund - Series Q
ING GET Fund - Series R
ING GET Fund - Series S
ING GET Fund - Series T
ING Investors Trust:
ING BlackRock Large Cap Growth Portfolio -
Service Class
ING MarketPro Portfolio - Service Class
ING Partners, Inc.:
ING American Century Select Portfolio - Initial
Class
ING Fundamental Research Portfolio - Service Class
ING Goldman Sachs® Capital Growth Portfolio -
Service Class

ING Variable Portfolios, Inc.:
ING VP International Equity Portfolio - Class I
ING VP Natural Resources Trust:
ING VP Natural Resources Trust
Lord Abbett Series Fund, Inc.:
Lord Abbett Series Fund - Growth and Income
Portfolio - Class VC
Pioneer Variable Contracts Trust:
Pioneer Equity Income VCT Portfolio - Class I
Pioneer Fund VCT Portfolio - Class I
Pioneer Mid Cap Value VCT Portfolio - Class I

The following Divisions were available to contractowners during 2007 but did not have
any activity as of December 31, 2007:

ING Investors Trust: ING FMR^SM Equity Income Portfolio - Institutional Class ING Global Resources Portfolio - Institutional Class ING PIMCO High Yield Portfolio - Institutional Class ING Stock Index Portfolio - Institutional Class ING Partners, Inc.: ING Oppenheimer Global Portfolio - Service Class ING T. Rowe Price Diversified Mid Cap Growth Portfolio - Service Class ING Variable Funds: ING VP Growth and Income Portfolio - Class S ING Variable Portfolios, Inc.: ING VP Growth Portfolio - Class S Premier VIT: Premier VIT OpCap Mid Cap Portfolio

118

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

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 the specific identification 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.

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)

119

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

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.

3.	New Accounting Pronouncements
	Fair Value Measurements
	In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“FAS”) No. 157, “Fair Value Measurements” (“FAS No. 157”). FAS No. 157 provides guidance for using fair value to measure assets and liabilities whenever other standards require (or permit) assets or liabilities to be measured at fair value. FAS No. 157 does not expand the use of fair value to any new circumstances.
	Under FAS No. 157, the FASB clarifies the principle that fair value should be based on the assumptions market participants would use when pricing the asset or liability. In support of this principle, FAS No. 157 establishes a fair value hierarchy that prioritizes the information used to develop such assumptions. The fair value hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data. FAS No. 157 also requires separate disclosure of fair value measurements by level within the hierarchy and expanded disclosure of the effect on earnings for items measured using unobservable data.
	The provisions of FAS No. 157 are effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company is in the process of determining the impact of adoption of FAS No. 157 on the Account.
4.	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.

120

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

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 $30 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.

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.

121

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

5. Related Party Transactions

During the year ended December 31, 2007, management fees were paid indirectly to IIL,
an affiliate of the Company, in its capacity as investment adviser to the ING GET Fund,
ING VP Balanced Portfolio, Inc., ING Strategic Allocation Portfolios, Inc., ING Variable
Funds, ING Variable Insurance Trust, ING Variable Portfolios, Inc., ING Variable
Products Trust, ING VP Intermediate Bond Portfolio, ING VP Money Market Portfolio
and ING VP Natural Resources Trust. The annual fee rate ranged from 0.25% to 1.00%
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 a fee at an annual rate up to 1.25% of the
average net assets of each respective Fund.

122

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

6. Purchases and Sales of Investment Securities

The aggregate cost of purchases and proceeds from sales of investments follows:

		Year ended December 31
	2007		2006
	Purchases	Sales	Purchases		Sales
		(Dollars in Thousands)
AIM Variable Insurance Funds:
AIM V.I. Capital Appreciation Fund - Series I Shares	$ 146	$ 425	$ 822	$ 225
AIM V.I. Core Equity Fund - Series I Shares	107	350	768		227
Calvert Variable Series, Inc.:
Calvert Social Balanced Portfolio	367	620	308		485
Federated Insurance Series:
Federated American Leaders Fund II	3,024	5,667	4,086		8,345
Federated Capital Income Fund II	274	746	411		997
Federated Equity Income Fund II	282	1,772	286		1,949
Federated Fund for U.S. Government Securities II	122	415	392		2,067
Federated High Income Bond Fund II	528	1,187	681		1,683
Federated International Equity Fund II	37	680	317		1,482
Federated Mid Cap Growth Strategies Fund II	48	1,466	134		2,792
Federated Prime Money Fund II	973	1,160	1,531		1,929
Fidelity® Variable Insurance Products:
Fidelity® VIP Equity-Income Portfolio - Initial Class	17,760	50,981	33,724		43,558
Fidelity® VIP Growth Portfolio - Initial Class	2,300	2,895	1,209		81,096
Fidelity® VIP High Income Portfolio - Initial Class	9	124	657		41,413
Fidelity® VIP Overseas Portfolio - Initial Class	4,159	3,069	3,977		12,533
Fidelity® Variable Insurance Products II:
Fidelity® VIP Contrafund® Portfolio - Initial Class	68,581	74,568	34,631		58,572
Fidelity® VIP Index 500 Portfolio - Initial Class	2,296	11,567	2,034		15,338
Fidelity® Variable Insurance Products V:
Fidelity® VIP Investment Grade Bond Portfolio - Initial Class	51	180	77		617
Franklin Templeton Variable Insurance Products Trust:
Franklin Small Cap Value Securities Fund - Class 2	1,378	1,620	1,137		1,171
Mutual Shares Securities Fund - Class 2	1,545	5,182	3,589		100
ING GET Fund:
ING GET Fund - Series Q	1,441	25,814	1,556		8,082
ING GET Fund - Series R	1,635	22,708	1,421		5,332
ING GET Fund - Series S	3,180	25,365	1,215		8,913
ING GET Fund - Series T	2,468	21,473	1,154		4,741
ING GET Fund - Series U	870	3,494	882		5,358
ING GET Fund - Series V	659	6,376	914		14,847

123

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
		Year ended December 31
	2007		2006
	Purchases	Sales	Purchases		Sales
		(Dollars in Thousands)
ING Investors Trust:
ING AllianceBernstein Mid Cap Growth Portfolio - Service Class	$ 195	$ 594	$ 1,813	$ 1,199
ING American Funds Growth Portfolio	4,268	11,279	12,094		3,084
ING American Funds Growth-Income Portfolio	3,717	10,386	8,449		3,255
ING American Funds International Portfolio	8,405	14,337	13,642		15,000
ING BlackRock Large Cap Growth Portfolio - Institutional Class	53,097	8,707	-		-
ING BlackRock Large Cap Growth Portfolio - Service Class	64	1,825	591		658
ING Evergreen Health Sciences Portfolio - Service Class	659	673	425		419
ING Evergreen Omega Portfolio - Institutional Class	893	4,798	650		4,547
ING FMRSM Diversified Mid Cap Portfolio - Institutional Class	3,844	7,834	37,379		5,256
ING FMRSM Diversified Mid Cap Portfolio - Service Class	299	856	2,137		710
ING FMRSM Large Cap Growth Portfolio - Institutional Class	817	21,433	71,921		18,483
ING FMRSM Mid Cap Growth Portfolio - Service Class	110	42	142		36
ING Franklin Income Portfolio - Service Class	4,177	1,549	4,395		326
ING Franklin Mutual Shares Portfolio - Service Class	4,167	561	-		-
ING Global Real Estate Portfolio - Service Class	2,531	1,717	1,943		154
ING Global Resources Portfolio - Service Class	12,395	4,628	1,909		319
ING JPMorgan Emerging Markets Equity Portfolio - Institutional
Class	7,646	4,384	3,075		613
ING JPMorgan Emerging Markets Equity Portfolio - Service Class	4,890	3,418	4,728		2,268
ING JPMorgan Small Cap Core Equity Portfolio - Institutional Class	693	3,138	2,766		5,984
ING JPMorgan Small Cap Core Equity Portfolio - Service Class	220	406	745		421
ING JPMorgan Value Opportunities Portfolio - Institutional Class	3,591	14,971	2,102		12,836
ING JPMorgan Value Opportunities Portfolio - Service Class	556	967	604		805
ING Julius Baer Foreign Portfolio - Service Class	6,734	6,137	12,467		2,863
ING Legg Mason Value Portfolio - Institutional Class	608	9,824	1,220		8,776
ING Legg Mason Value Portfolio - Service Class	141	240	165		365
ING LifeStyle Aggressive Growth Portfolio - Service Class	2,015	1,017	1,077		510
ING LifeStyle Growth Portfolio - Service Class	2,500	3,113	6,791		989
ING LifeStyle Moderate Growth Portfolio - Service Class	5,210	4,369	10,647		1,227
ING LifeStyle Moderate Portfolio - Service Class	5,145	3,432	7,271		1,445
ING Lord Abbett Affiliated Portfolio - Institutional Class	7,533	698	255		205
ING Lord Abbett Affiliated Portfolio - Service Class	180	297	1,116		85
ING MarketPro Portfolio - Service Class	173	192	20		-
ING Marsico Growth Portfolio - Service Class	1,657	576	786		126
ING Marsico International Opportunities Portfolio - Service Class	5,356	6,694	7,720		4,746
ING MFS Total Return Portfolio - Institutional Class	9,659	36,522	11,054		38,046
ING MFS Total Return Portfolio - Service Class	536	500	205		988
ING MFS Utilities Portfolio - Service Class	4,761	2,404	1,043		514
ING Oppenheimer Main Street Portfolio® - Institutional Class	1,553	1,760	2,318		1,130
ING Oppenheimer Main Street Portfolio® - Service Class	38	138	145		10

124

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
		Year ended December 31
	2007		2006
	Purchases	Sales	Purchases		Sales
		(Dollars in Thousands)
ING Investors Trust (continued):
ING PIMCO High Yield Portfolio - Service Class	$ 1,630	$ 2,567	$ 1,743	$ 854
ING Pioneer Equity Income Portfolio - Institutional Class	7,669	1,171	-		-
ING Pioneer Fund Portfolio - Institutional Class	2,592	7,749	1,157		6,281
ING Pioneer Mid Cap Value Portfolio - Institutional Class	4,862	1,046	36		-
ING Pioneer Mid Cap Value Portfolio - Service Class	1,628	639	347		19
ING T. Rowe Price Capital Appreciation Portfolio - Service Class	5,323	1,467	5,040		348
ING T. Rowe Price Equity Income Portfolio - Service Class	2,735	1,586	2,283		1,364
ING Templeton Global Growth Portfolio - Service Class	1,136	534	770		112
ING UBS U.S. Allocation Portfolio - Service Class	886	1,573	1,285		2,465
ING Van Kampen Growth and Income Portfolio - Service Class	221	441	911		825
ING Van Kampen Real Estate Portfolio - Service Class	4,021	2,610	1,150		136
ING VP Index Plus International Equity Portfolio - Institutional Class	26,868	1,661	-		-
ING VP Index Plus International Equity Portfolio - Service Class	3,580	12,846	11,980		2,837
ING Wells Fargo Disciplined Value Portfolio - Service Class	420	244	216		4
ING Wells Fargo Small Cap Disciplined Portfolio - Service Class	218	260	426		66
ING Partners, Inc.:
ING American Century Large Company Value Portfolio - Service
Class	227	120	128		91
ING American Century Select Portfolio - Initial Class	694	54,995	1,235		17,404
ING American Century Small-Mid Cap Value Portfolio - Service
Class	484	526	380		459
ING Baron Asset Portfolio - Service Class	856	181	6		-
ING Baron Small Cap Growth Portfolio - Service Class	1,188	3,410	4,234		1,798
ING Columbia Small Cap Value II Portfolio - Service Class	392	2,119	3,874		883
ING Davis New York Venture Portfolio - Service Class	1,890	664	1,463		478
ING Fundamental Research Portfolio - Service Class	9	31	5		2
ING Goldman Sachs® Capital Growth Portfolio - Service Class	3	288	159		282
ING JPMorgan International Portfolio - Initial Class	7,582	18,381	10,998		17,853
ING JPMorgan Mid Cap Value Portfolio - Service Class	1,199	890	928		629
ING Legg Mason Partners Aggressive Growth Portfolio - Initial Class	732	10,554	764		11,068
ING Lord Abbett U.S. Government Securities Portfolio - Initial Class	3,306	3,932	14,761		3,285
ING Neuberger Berman Partners Portfolio - Initial Class	2,436	13,533	57,454		10,203
ING Neuberger Berman Partners Portfolio - Service Class	337	261	32		34
ING Neuberger Berman Regency Portfolio - Service Class	331	569	389		51
ING OpCap Balanced Value Portfolio - Service Class	132	377	61		431
ING Oppenheimer Global Portfolio - Initial Class	11,625	45,738	4,381		38,489
ING Oppenheimer Strategic Income Portfolio - Initial Class	11,270	17,520	7,927		18,690
ING Oppenheimer Strategic Income Portfolio - Service Class	20	1	1		-
ING PIMCO Total Return Portfolio - Service Class	2,004	1,115	1,404		513
ING Pioneer High Yield Portfolio - Initial Class	1,663	1,285	21		-

125

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
		Year ended December 31
	2007			2006
	Purchases		Sales	Purchases		Sales
		(Dollars in Thousands)
ING Partners, Inc. (continued):
ING Solution 2015 Portfolio - Service Class	$ 472	$ 23		$ 842	$ 26
ING Solution 2025 Portfolio - Service Class	1,661		121	779		116
ING Solution 2035 Portfolio - Service Class	1,176		18	414		2
ING Solution 2045 Portfolio - Service Class	1,468		371	257		9
ING Solution Income Portfolio - Service Class	1,331		521	251		3
ING T. Rowe Price Diversified Mid Cap Growth Portfolio - Initial
Class	7,334		20,123	3,680		21,431
ING T. Rowe Price Growth Equity Portfolio - Initial Class	5,180		14,349	2,414		13,679
ING Templeton Foreign Equity Portfolio - Service Class	2,001		1,288	1,223		541
ING Thornburg Value Portfolio - Initial Class	3,966		7,489	1,485		7,469
ING UBS U.S. Large Cap Equity Portfolio - Initial Class	2,553		9,036	1,420		9,449
ING UBS U.S. Small Cap Growth Portfolio - Service Class	110		106	29		-
ING Van Kampen Comstock Portfolio - Service Class	314		846	374		643
ING Van Kampen Equity and Income Portfolio - Initial Class	8,086		36,034	14,582		27,965
ING Strategic Allocation Portfolios, Inc.:
ING VP Strategic Allocation Conservative Portfolio - Class I	2,880		3,859	2,913		5,562
ING VP Strategic Allocation Growth Portfolio - Class I	2,403		3,036	1,988		3,102
ING VP Strategic Allocation Moderate Portfolio - Class I	2,736		6,559	3,089		5,464
ING Variable Funds:
ING VP Growth and Income Portfolio - Class I	13,086		67,897	7,234		63,592
ING Variable Insurance Trust:
ING GET U.S. Core Portfolio - Series 1	675		3,184	849		4,148
ING GET U.S. Core Portfolio - Series 2	279		3,245	452		6,149
ING GET U.S. Core Portfolio - Series 3	728		6,279	985		15,017
ING GET U.S. Core Portfolio - Series 4	314		1,335	246		1,155
ING GET U.S. Core Portfolio - Series 5	174		973	216		1,043
ING GET U.S. Core Portfolio - Series 6	2,999		12,888	2,221		31,834
ING GET U.S. Core Portfolio - Series 7	1,502		10,711	905		17,775
ING GET U.S. Core Portfolio - Series 8	1,322		13,703	775		7,250
ING GET U.S. Core Portfolio - Series 9	876		9,068	317		5,318
ING GET U.S. Core Portfolio - Series 10	736		8,796	277		5,558
ING GET U.S. Core Portfolio - Series 11	960		7,997	1,354		8,142
ING GET U.S. Core Portfolio - Series 12	1,772		8,439	62,433		19,596
ING GET U.S. Core Portfolio - Series 13	558		13,436	50,320		5,905
ING GET U.S. Core Portfolio - Series 14	38,523		13,755	85		-

126

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
		Year ended December 31
	2007		2006
	Purchases	Sales	Purchases	Sales
		(Dollars in Thousands)
ING Variable Portfolios, Inc.:
ING VP Global Science and Technology Portfolio - Class I	$ 3,955	$ 4,299	$ 2,472	$ 5,510
ING VP Growth Portfolio - Class I	1,096	5,326	708	6,119
ING VP Index Plus LargeCap Portfolio - Class I	37,818	40,770	6,544	34,456
ING VP Index Plus MidCap Portfolio - Class I	2,645	4,284	2,678	4,423
ING VP Index Plus SmallCap Portfolio - Class I	1,620	2,786	1,478	3,350
ING VP International Equity Portfolio - Class I	6,376	23,403	3,100	5,354
ING VP Small Company Portfolio - Class I	11,834	20,912	14,483	18,693
ING VP Value Opportunity Portfolio - Class I	493	3,410	662	3,596
ING VP Value Opportunity Portfolio - Class S	22	451	22	434
ING Variable Products Trust:
ING VP Financial Services Portfolio - Class I	699	368	618	351
ING VP High Yield Bond Portfolio - Class I	5,169	12,170	44,546	12,683
ING VP International Value Portfolio - Class I	3,773	3,584	3,392	1,506
ING VP MidCap Opportunities Portfolio - Class I	434	97	243	238
ING VP MidCap Opportunities Portfolio - Class S	51	2,578	15	3,540
ING VP Real Estate Portfolio - Class I	1,903	5,039	3,419	1,643
ING VP SmallCap Opportunities Portfolio - Class I	412	266	517	400
ING VP SmallCap Opportunities Portfolio - Class S	221	1,752	1,148	2,646
ING VP Balanced Portfolio, Inc.:
ING VP Balanced Portfolio - Class I	14,580	33,384	15,374	35,706
ING VP Intermediate Bond Portfolio:
ING VP Intermediate Bond Portfolio - Class I	12,805	25,833	11,667	26,628
ING VP Money Market Portfolio:
ING VP Money Market Portfolio - Class I	98,331	120,435	111,544	105,162
ING VP Natural Resources Trust:
ING VP Natural Resources Trust	1,060	5,304	3,922	3,602
Janus Aspen Series:
Janus Aspen Series Balanced Portfolio - Institutional Shares	1	-	-	-
Janus Aspen Series Flexible Bond Portfolio - Institutional Shares	1	-	1	-
Janus Aspen Series Large Cap Growth Portfolio - Institutional Class	-	-	-	-
Janus Aspen Mid Cap Growth Portfolio - Institutional Class	-	-	-	-
Janus Aspen Series Worldwide Growth Portfolio - Institutional
Shares	90	87	44	44
Lord Abbett Series Fund, Inc.:
Lord Abbett Series Fund - Growth and Income Portfolio - Class VC	108	8,180	941	1,738
Lord Abbett Series Fund - Mid-Cap Value Portfolio - Class VC	1,200	1,179	757	2,249
Oppenheimer Variable Account Funds:
Oppenheimer Global Securities/VA	5	3	7	4
Oppenheimer Main Street Fund®/VA	98	56	1,020	62,056
Oppenheimer Main Street Small Cap Fund®/VA	142	218	1,015	353
Oppenheimer Mid Cap Fund/VA	129	22	725	35,338

127

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
		Year ended December 31
	2007		2006
	Purchases	Sales	Purchases	Sales
		(Dollars in Thousands)
PIMCO Variable Insurance Trust:
PIMCO Real Return Portfolio - Administrative Class	$ 2,734	$ 711	$ 1,547 $	484
Pioneer Variable Contracts Trust:
Pioneer Emerging Markets VCT Portfolio - Class I	5,108	2,495	-	-
Pioneer Equity Income VCT Portfolio - Class I	1,980	8,019	2,774	1,641
Pioneer Fund VCT Portfolio - Class I	92	211	163	144
Pioneer High Yield VCT Portfolio - Class I	1,630	652	466	123
Pioneer Mid Cap Value VCT Portfolio - Class I	842	4,393	1,363	1,358
Wanger Advisors Trust:
Wanger International Small Cap	1,939	752	-	-
Wanger Select	4,583	2,623	1,994	679
Wanger U.S. Smaller Companies	1,000	1,143	675	674

128

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

7. Changes in Units

The changes in units outstanding were as follows:

			Year ended December 31
		2007			2006
	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	13,382	35,301	(21,919)	92,580	46,463	46,117
AIM V.I. Core Equity Fund - Series I Shares	9,025	31,174	(22,149)	84,914	46,523	38,391
Calvert Variable Series, Inc.:
Calvert Social Balanced Portfolio	9,223	36,184	(26,961)	14,325	37,223	(22,898)
Federated Insurance Series:
Federated American Leaders Fund II	8,097	180,408	(172,311)	18,526	303,213	(284,687)
Federated Capital Income Fund II	7,605	41,767	(34,162)	16,212	64,808	(48,596)
Federated Equity Income Fund II	6,791	97,377	(90,586)	10,626	125,348	(114,722)
Federated Fund for U.S. Government Securities II	1,401	23,218	(21,817)	15,521	128,704	(113,183)
Federated High Income Bond Fund II	1,501	55,185	(53,684)	6,058	87,941	(81,883)
Federated International Equity Fund II	1,500	29,535	(28,035)	18,519	79,329	(60,810)
Federated Mid Cap Growth Strategies Fund II	1,916	48,337	(46,421)	8,541	113,123	(104,582)
Federated Prime Money Fund II	65,999	85,185	(19,186)	120,180	156,608	(36,428)
Fidelity® Variable Insurance Products:
Fidelity® VIP Equity-Income Portfolio - Initial Class	390,613	2,660,015	(2,269,402)	1,309,636	3,242,125	(1,932,489)
Fidelity® VIP Growth Portfolio - Initial Class	116,590	148,408	(31,818)	349,631	6,318,836	(5,969,205)
Fidelity® VIP High Income Portfolio - Initial Class	8	11,413	(11,405)	247,435	4,125,747	(3,878,312)
Fidelity® VIP Overseas Portfolio - Initial Class	152,490	141,870	10,620	232,320	641,942	(409,622)
Fidelity® Variable Insurance Products II:
Fidelity® VIP Contrafund® Portfolio - Initial Class	628,590	3,475,198	(2,846,608)	1,878,577	4,107,545	(2,228,968)
Fidelity® VIP Index 500 Portfolio - Initial Class	34,205	422,444	(388,239)	152,501	742,599	(590,098)
Fidelity® Variable Insurance Products V:
Fidelity® VIP Investment Grade Bond Portfolio - Initial Class	48	9,459	(9,411)	918	35,843	(34,925)
Franklin Templeton Variable Insurance Products Trust:
Franklin Small Cap Value Securities Fund - Class 2	54,141	84,792	(30,651)	58,794	69,498	(10,704)
Mutual Shares Securities Fund - Class 2	130,229	475,234	(345,005)	368,432	23,427	345,005

129

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
			Year ended December 31
		2007			2006
	Units	Units	Net Increase	Units	Units	Net Increase
	Issued	Redeemed	(Decrease)	Issued	Redeemed	(Decrease)
ING GET Fund:
ING GET Fund - Series Q	1,944	2,415,817	(2,413,873)	64,017	751,278	(687,261)
ING GET Fund - Series R	6,403	1,980,847	(1,974,444)	77,905	529,340	(451,435)
ING GET Fund - Series S	9,288	2,223,843	(2,214,555)	40,092	819,811	(779,719)
ING GET Fund - Series T	15,652	1,911,348	(1,895,696)	60,846	463,767	(402,921)
ING GET Fund - Series U	15,266	282,868	(267,602)	46,087	502,445	(456,358)
ING GET Fund - Series V	48,911	627,613	(578,702)	55,324	1,509,559	(1,454,235)
ING Investors Trust:
ING AllianceBernstein Mid Cap Growth Portfolio - Service Class	13,867	46,294	(32,427)	130,533	100,902	29,631
ING American Funds Growth Portfolio	441,042	934,126	(493,084)	1,288,479	528,916	759,563
ING American Funds Growth-Income Portfolio	390,560	959,533	(568,973)	1,039,264	572,615	466,649
ING American Funds International Portfolio	663,450	1,071,035	(407,585)	1,415,167	1,511,135	(95,968)
ING BlackRock Large Cap Growth Portfolio - Institutional Class	5,358,648	923,348	4,435,300	-	-	-
ING BlackRock Large Cap Growth Portfolio - Service Class	5,101	137,161	(132,060)	47,654	61,624	(13,970)
ING Evergreen Health Sciences Portfolio - Service Class	48,127	51,680	(3,553)	39,039	39,777	(738)
ING Evergreen Omega Portfolio - Institutional Class	109,891	421,109	(311,218)	110,382	530,642	(420,260)
ING FMRSM Diversified Mid Cap Portfolio - Institutional Class	513,794	877,232	(363,438)	3,661,269	728,908	2,932,361
ING FMRSM Diversified Mid Cap Portfolio - Service Class	21,855	62,711	(40,856)	163,663	68,645	95,018
ING FMRSM Large Cap Growth Portfolio - Institutional Class	210,252	2,068,227	(1,857,975)	7,305,134	2,182,792	5,122,342
ING FMRSM Mid Cap Growth Portfolio - Service Class	12,208	5,531	6,677	15,004	3,835	11,169
ING Franklin Income Portfolio - Service Class	484,487	251,224	233,263	440,424	45,279	395,145
ING Franklin Mutual Shares Portfolio - Service Class	421,629	114,383	307,246	-	-	-
ING Global Real Estate Portfolio - Service Class	184,268	140,547	43,721	170,945	23,108	147,837
ING Global Resources Portfolio - Service Class	1,112,648	447,516	665,132	211,434	49,408	162,026
ING JPMorgan Emerging Markets Equity Portfolio - Institutional Class	594,985	366,367	228,618	287,805	79,067	208,738
ING JPMorgan Emerging Markets Equity Portfolio - Service Class	247,655	182,149	65,506	353,679	199,286	154,393
ING JPMorgan Small Cap Core Equity Portfolio - Institutional Class	47,460	244,275	(196,815)	261,091	540,578	(279,487)
ING JPMorgan Small Cap Core Equity Portfolio - Service Class	14,561	30,557	(15,996)	59,220	33,302	25,918
ING JPMorgan Value Opportunities Portfolio - Institutional Class	172,056	1,195,005	(1,022,949)	339,351	1,306,883	(967,532)

130

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
			Year ended December 31
		2007			2006
	Units	Units	Net Increase	Units	Units	Net Increase
	Issued	Redeemed	(Decrease)	Issued	Redeemed	(Decrease)
ING Investors Trust (continued):
ING JPMorgan Value Opportunities Portfolio - Service Class	27,298	72,572	(45,274)	56,868	(224,458)	281,326
ING Julius Baer Foreign Portfolio - Service Class	457,016	518,049	(61,033)	1,206,867	286,783	920,084
ING Legg Mason Value Portfolio - Institutional Class	68,774	809,963	(741,189)	282,264	930,729	(648,465)
ING Legg Mason Value Portfolio - Service Class	11,153	19,764	(8,611)	15,605	32,238	(16,633)
ING LifeStyle Aggressive Growth Portfolio - Service Class	160,867	86,122	74,745	95,934	45,711	50,223
ING LifeStyle Growth Portfolio - Service Class	291,812	359,133	(67,321)	626,958	109,047	517,911
ING LifeStyle Moderate Growth Portfolio - Service Class	545,786	503,793	41,993	1,019,465	157,619	861,846
ING LifeStyle Moderate Portfolio - Service Class	523,921	397,076	126,845	722,826	181,821	541,005
ING Lord Abbett Affiliated Portfolio - Institutional Class	684,599	60,817	623,782	25,319	21,157	4,162
ING Lord Abbett Affiliated Portfolio - Service Class	14,556	27,705	(13,149)	108,616	9,415	99,201
ING MarketPro Portfolio - Service Class	15,638	17,596	(1,958)	6,305	4,347	1,958
ING Marsico Growth Portfolio - Service Class	150,693	62,793	87,900	76,537	11,780	64,757
ING Marsico International Opportunities Portfolio - Service Class	364,438	494,394	(129,956)	719,950	444,269	275,681
ING MFS Total Return Portfolio - Institutional Class	333,789	3,222,904	(2,889,115)	1,149,888	4,358,626	(3,208,738)
ING MFS Total Return Portfolio - Service Class	28,934	35,103	(6,169)	7,100	76,483	(69,383)
ING MFS Utilities Portfolio - Service Class	284,917	147,333	137,584	91,812	51,844	39,968
ING Oppenheimer Main Street Portfolio® - Institutional Class	133,633	145,675	(12,042)	233,877	131,426	102,451
ING Oppenheimer Main Street Portfolio® - Service Class	2,754	10,137	(7,383)	11,750	834	10,916
ING PIMCO High Yield Portfolio - Service Class	122,579	220,885	(98,306)	145,941	84,565	61,376
ING Pioneer Equity Income Portfolio - Institutional Class	815,127	128,728	686,399	-	-	-
ING Pioneer Fund Portfolio - Institutional Class	251,562	666,124	(414,562)	184,208	865,091	(680,883)
ING Pioneer Mid Cap Value Portfolio - Institutional Class	430,324	96,335	333,989	3,418	-	3,418
ING Pioneer Mid Cap Value Portfolio - Service Class	141,321	60,429	80,892	34,459	1,865	32,594
ING T. Rowe Price Capital Appreciation Portfolio - Service Class	357,532	123,948	233,584	422,456	36,150	386,306
ING T. Rowe Price Equity Income Portfolio - Service Class	186,701	119,855	66,846	185,270	99,577	85,693
ING Templeton Global Growth Portfolio - Service Class	108,640	57,825	50,815	74,608	12,394	62,214
ING UBS U.S. Allocation Portfolio - Service Class	31,851	133,228	(101,377)	139,152	243,340	(104,188)
ING Van Kampen Growth and Income Portfolio - Service Class	9,836	33,519	(23,683)	67,323	72,522	(5,199)

131

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
			Year ended December 31
		2007			2006
	Units	Units	Net Increase	Units	Units	Net Increase
	Issued	Redeemed	(Decrease)	Issued	Redeemed	(Decrease)
ING Investors Trust (continued):
ING Van Kampen Real Estate Portfolio - Service Class	293,902	232,056	61,846	99,413	12,129	87,284
ING VP Index Plus International Equity Portfolio - Institutional Class	2,794,871	205,808	2,589,063	-	-	-
ING VP Index Plus International Equity Portfolio - Service Class	343,184	1,114,810	(771,626)	1,167,538	280,592	886,946
ING Wells Fargo Disciplined Value Portfolio - Service Class	40,047	24,178	15,869	21,234	141	21,093
ING Wells Fargo Small Cap Disciplined Portfolio - Service Class	22,244	25,898	(3,654)	41,907	6,168	35,739
ING Partners, Inc.:
ING American Century Large Company Value Portfolio - Service Class	15,635	8,932	6,703	10,132	7,546	2,586
ING American Century Select Portfolio - Initial Class	49,078	4,933,819	(4,884,741)	298,883	2,259,209	(1,960,326)
ING American Century Small-Mid Cap Value Portfolio - Service Class	19,215	31,775	(12,560)	26,456	31,307	(4,851)
ING Baron Asset Portfolio - Service Class	78,754	16,474	62,280	660	-	660
ING Baron Small Cap Growth Portfolio - Service Class	107,311	320,051	(212,740)	431,471	138,219	293,252
ING Columbia Small Cap Value II Portfolio - Service Class	49,982	213,382	(163,400)	422,497	95,227	327,270
ING Davis New York Venture Portfolio - Service Class	177,792	76,312	101,480	131,406	41,614	89,792
ING Fundamental Research Portfolio - Service Class	416	2,316	(1,900)	433	132	301
ING Goldman Sachs® Capital Growth Portfolio - Service Class	9	24,244	(24,235)	14,211	24,990	(10,779)
ING JPMorgan International Portfolio - Initial Class	563,357	1,309,677	(746,320)	1,099,915	1,732,653	(632,738)
ING JPMorgan Mid Cap Value Portfolio - Service Class	58,466	48,940	9,526	58,596	39,225	19,371
ING Legg Mason Partners Aggressive Growth Portfolio - Initial Class	105,840	813,150	(707,310)	33,240	963,168	(929,928)
ING Lord Abbett U.S. Government Securities Portfolio - Initial Class	383,080	479,347	(96,267)	1,486,067	379,201	1,106,866
ING Neuberger Berman Partners Portfolio - Initial Class	135,172	1,293,271	(1,158,099)	5,906,225	1,677,840	4,228,385
ING Neuberger Berman Partners Portfolio - Service Class	28,240	24,085	4,155	-	-	-
ING Neuberger Berman Regency Portfolio - Service Class	35,365	58,899	(23,534)	41,847	5,154	36,693
ING OpCap Balanced Value Portfolio - Service Class	2,252	27,929	(25,677)	5,375	35,962	(30,587)
ING Oppenheimer Global Portfolio - Initial Class	450,517	3,236,685	(2,786,168)	1,384,062	4,335,873	(2,951,811)
ING Oppenheimer Strategic Income Portfolio - Initial Class	1,224,057	1,985,345	(761,288)	1,653,641	2,892,553	(1,238,912)
ING Oppenheimer Strategic Income Portfolio - Service Class	1,773	113	1,660	104	12	92
ING PIMCO Total Return Portfolio - Service Class	151,061	94,546	56,515	116,617	45,385	71,232
ING Pioneer High Yield Portfolio - Initial Class	146,926	117,113	29,813	2,012	-	2,012

132

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
			Year ended December 31
		2007			2006
	Units	Units	Net Increase	Units	Units	Net Increase
	Issued	Redeemed	(Decrease)	Issued	Redeemed	(Decrease)
ING Partners, Inc. (continued):
ING Solution 2015 Portfolio - Service Class	39,095	1,380	37,715	77,247	1,824	75,423
ING Solution 2025 Portfolio - Service Class	129,947	8,633	121,314	68,608	10,121	58,487
ING Solution 2035 Portfolio - Service Class	89,549	850	88,699	35,985	16	35,969
ING Solution 2045 Portfolio - Service Class	108,922	27,785	81,137	21,562	694	20,868
ING Solution Income Portfolio - Service Class	117,663	44,742	72,921	23,940	61	23,879
ING T. Rowe Price Diversified Mid Cap Growth Portfolio - Initial Class	226,069	1,586,212	(1,360,143)	655,299	2,225,282	(1,569,983)
ING T. Rowe Price Growth Equity Portfolio - Initial Class	127,580	508,074	(380,494)	181,490	1,030,023	(848,533)
ING Templeton Foreign Equity Portfolio - Service Class	169,488	112,652	56,836	121,652	57,782	63,870
ING Thornburg Value Portfolio - Initial Class	303,651	587,901	(284,250)	186,254	842,067	(655,813)
ING UBS U.S. Large Cap Equity Portfolio - Initial Class	221,690	657,525	(435,835)	240,706	826,277	(585,571)
ING UBS U.S. Small Cap Growth Portfolio - Service Class	10,604	10,055	549	3,025	-	3,025
ING Van Kampen Comstock Portfolio - Service Class	14,908	55,793	(40,885)	20,906	51,580	(30,674)
ING Van Kampen Equity and Income Portfolio - Initial Class	357,620	2,996,710	(2,639,090)	1,765,245	3,455,165	(1,689,920)
ING Strategic Allocation Portfolios, Inc.:
ING VP Strategic Allocation Conservative Portfolio - Class I	113,738	203,337	(89,599)	106,992	305,936	(198,944)
ING VP Strategic Allocation Growth Portfolio - Class I	83,158	167,536	(84,378)	97,344	378,089	(280,745)
ING VP Strategic Allocation Moderate Portfolio - Class I	108,444	379,725	(271,281)	113,822	650,543	(536,721)
ING Variable Funds:
ING VP Growth and Income Portfolio - Class I	435,597	2,784,118	(2,348,521)	486,888	4,596,670	(4,109,782)
ING Variable Insurance Trust:
ING GET U.S. Core Portfolio - Series 1	581	255,761	(255,180)	66,112	415,971	(349,859)
ING GET U.S. Core Portfolio - Series 2	3,199	291,115	(287,916)	29,066	606,864	(577,798)
ING GET U.S. Core Portfolio - Series 3	18,168	565,748	(547,580)	72,260	1,501,908	(1,429,648)
ING GET U.S. Core Portfolio - Series 4	23,370	128,489	(105,119)	21,689	121,919	(100,230)
ING GET U.S. Core Portfolio - Series 5	18,684	96,447	(77,763)	30,562	120,688	(90,126)
ING GET U.S. Core Portfolio - Series 6	33,445	1,105,442	(1,071,997)	346,626	3,276,039	(2,929,413)
ING GET U.S. Core Portfolio - Series 7	15,322	927,741	(912,419)	73,803	1,708,042	(1,634,239)
ING GET U.S. Core Portfolio - Series 8	7,998	1,199,137	(1,191,139)	72,599	717,373	(644,774)

133

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
			Year ended December 31
		2007			2006
	Units	Units	Net Increase	Units	Units	Net Increase
	Issued	Redeemed	(Decrease)	Issued	Redeemed	(Decrease)
ING Variable Insurance Trust (continued):
ING GET U.S. Core Portfolio - Series 9	50,840	831,056	(780,216)	12,821	493,908	(481,087)
ING GET U.S. Core Portfolio - Series 10	11,509	774,982	(763,473)	63,543	566,967	(503,424)
ING GET U.S. Core Portfolio - Series 11	543,199	1,253,937	(710,738)	215,836	858,074	(642,238)
ING GET U.S. Core Portfolio - Series 12	131,675	786,436	(654,761)	6,491,180	2,117,985	4,373,195
ING GET U.S. Core Portfolio - Series 13	54,630	1,257,075	(1,202,445)	5,119,991	703,790	4,416,201
ING GET U.S. Core Portfolio - Series 14	3,038,184	545,461	2,492,723	8,524	-	8,524
ING Variable Portfolios, Inc.:
ING VP Global Science and Technology Portfolio - Class I	932,855	1,013,946	(81,091)	816,102	1,521,547	(705,445)
ING VP Growth Portfolio - Class I	115,548	448,627	(333,079)	167,101	711,986	(544,885)
ING VP Index Plus LargeCap Portfolio - Class I	3,392,724	2,771,850	620,874	759,224	5,172,853	(4,413,629)
ING VP Index Plus MidCap Portfolio - Class I	62,406	180,286	(117,880)	83,080	220,170	(137,090)
ING VP Index Plus SmallCap Portfolio - Class I	49,813	153,934	(104,121)	74,547	210,429	(135,882)
ING VP International Equity Portfolio - Class I	340,423	1,787,194	(1,446,771)	220,418	611,643	(391,225)
ING VP Small Company Portfolio - Class I	136,424	921,226	(784,802)	449,407	1,391,310	(941,903)
ING VP Value Opportunity Portfolio - Class I	16,168	149,372	(133,204)	39,508	193,534	(154,026)
ING VP Value Opportunity Portfolio - Class S	1,694	38,543	(36,849)	512	40,156	(39,644)
ING Variable Products Trust:
ING VP Financial Services Portfolio - Class I	50,215	26,778	23,437	48,880	28,893	19,987
ING VP High Yield Bond Portfolio - Class I	444,433	1,276,390	(831,957)	4,551,841	1,661,738	2,890,103
ING VP International Value Portfolio - Class I	150,047	205,935	(55,888)	207,675	110,561	97,114
ING VP MidCap Opportunities Portfolio - Class I	31,189	8,492	22,697	20,756	20,246	510
ING VP MidCap Opportunities Portfolio - Class S	19,528	228,625	(209,097)	35,984	367,426	(331,442)
ING VP Real Estate Portfolio - Class I	87,335	245,850	(158,515)	193,902	103,547	90,355
ING VP SmallCap Opportunities Portfolio - Class I	42,473	26,939	15,534	59,563	44,780	14,783
ING VP SmallCap Opportunities Portfolio - Class S	33,368	197,601	(164,233)	193,735	374,814	(181,079)
ING VP Balanced Portfolio, Inc.:
ING VP Balanced Portfolio - Class I	333,493	1,598,025	(1,264,532)	772,060	3,381,954	(2,609,894)
ING VP Intermediate Bond Portfolio:
ING VP Intermediate Bond Portfolio - Class I	829,742	1,777,773	(948,031)	1,126,889	2,599,443	(1,472,554)

134

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
			Year ended December 31
		2007			2006
	Units	Units	Net Increase	Units	Units	Net Increase
	Issued	Redeemed	(Decrease)	Issued	Redeemed	(Decrease)
ING VP Money Market Portfolio:
ING VP Money Market Portfolio - Class I	10,574,773	12,988,629	(2,413,856)	17,777,519	17,763,395	14,124
ING VP Natural Resources Trust:
ING VP Natural Resources Trust	2,731	192,628	(189,897)	154,048	162,723	(8,675)
Janus Aspen Series:
Janus Aspen Series Balanced Portfolio - Institutional Shares	-	-	-	74,590	74,590	-
Janus Aspen Series Flexible Bond Portfolio - Institutional Shares	-	-	-	5,562	5,562	-
Janus Aspen Series Large Cap Growth Portfolio - Institutional Shares	2	2	-	3	-	3
Janus Aspen Series Mid Cap Growth Portfolio - Institutional Shares	-	6	(6)	57,004	57,003	1
Janus Aspen Series Worldwide Growth Portfolio - Institutional Shares	3,231	3,231	-	91,729	91,729	-
Lord Abbett Series Fund, Inc.:
Lord Abbett Series Fund - Growth and Income Portfolio - Class VC	10,671	590,827	(580,156)	68,004	156,273	(88,269)
Lord Abbett Series Fund - Mid-Cap Value Portfolio - Class VC	43,479	75,764	(32,285)	40,441	169,160	(128,719)
Oppenheimer Variable Account Funds:
Oppenheimer Global Securities/VA	-	103	(103)	1,989	2,030	(41)
Oppenheimer Main Street Fund®/VA	7,338	4,113	3,225	113,387	5,519,682	(5,406,295)
Oppenheimer Main Street Small Cap Fund®/VA	8,750	15,720	(6,970)	83,589	33,133	50,456
Oppenheimer Mid Cap Fund/VA	10,834	1,716	9,118	68,088	3,088,992	(3,020,904)
PIMCO Variable Insurance Trust:
PIMCO Real Return Portfolio - Administrative Class	223,523	63,990	159,533	146,416	62,050	84,366
Pioneer Variable Contracts Trust:
Pioneer Emerging Markets VCT Portfolio - Class I	441,429	216,512	224,917	-	-	-
Pioneer Equity Income VCT Portfolio - Class I	123,400	554,385	(430,985)	215,251	145,135	70,116
Pioneer Fund VCT Portfolio - Class I	7,010	16,441	(9,431)	14,364	12,425	1,939
Pioneer High Yield VCT Portfolio - Class I	131,821	53,879	77,942	40,384	11,223	29,161
Pioneer Mid Cap Value VCT Portfolio - Class I	23,973	236,854	(212,881)	37,510	97,389	(59,879)
Wanger Advisors Trust:
Wanger International Small Cap	192,147	80,589	111,558	-	-	-
Wanger Select	291,394	164,811	126,583	157,776	61,767	96,009
Wanger U.S. Smaller Companies	65,094	76,202	(11,108)	53,528	55,033	(1,505)

135

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

8. Unit Summary

A summary of units outstanding at December 31, 2007 follows:

Division/Contract	Units	Unit Value	Extended Value
AIM V.I. Capital Appreciation Fund - Series I Shares
Annuity contracts in payout	7,774.038	$12.72 to $14.32	$ 106,271
Contracts in accumulation period:
Non-Qualified V	9,505.104	11.51	109,404
Non-Qualified V (0.75)	57,444.238	12.03	691,054
Non-Qualified IX	920.119	11.27	10,370
Non-Qualified XII	997.322	11.97	11,938
	76,640.821		$ 929,037
AIM V.I. Core Equity Fund - Series I Shares
Annuity contracts in payout	14,347.246	$13.43 to $14.17	$ 202,785
Contracts in accumulation period:
Non-Qualified V	32,933.951	10.63	350,088
Non-Qualified V (0.75)	83,134.651	11.10	922,795
Non-Qualified IX	1,181.993	10.40	12,293
Non-Qualified XII	15.218	11.05	168
Non-Qualified XX	217.616	16.53	3,597
	131,830.675		$ 1,491,726
Calvert Social Balanced Portfolio
Contracts in accumulation period:
Non-Qualified V	4,707.266	$ 24.73	$ 116,411
Non-Qualified V (0.75)	23,683.856	26.24	621,464
Non-Qualified VII	39,562.948	13.66	540,430
Non-Qualified VIII	35,177.358	13.87	487,910
	103,131.428		$ 1,766,215
Federated American Leaders Fund II
Annuity contracts in payout	1,431.342	$ 27.37	$ 39,176
Contracts in accumulation period:
Non-Qualified VII	647,674.396	26.87	17,403,011
Non-Qualified VIII	106.436	19.53	2,079
	649,212.174		$ 17,444,266
Federated Capital Income Fund II
Annuity contracts in payout	515.747	$ 17.26	$ 8,902
Contracts in accumulation period:
Non-Qualified VII	149,191.754	16.94	2,527,308
Non-Qualified VIII	60.195	14.24	857
	149,767.696		$ 2,537,067
Federated Equity Income Fund II
Annuity contracts in payout	6,948.587	$ 14.71	$ 102,214
Contracts in accumulation period:
Non-Qualified VII	268,410.715	17.09	4,587,139
	275,359.302		$ 4,689,353

136

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value Extended Value
Federated Fund for U.S. Government Securities II
Contracts in accumulation period:
Non-Qualified VII	124,026.680	$ 17.13	$ 2,124,577
	124,026.680		$ 2,124,577
Federated High Income Bond Fund II
Annuity contracts in payout	1,992.410	$ 20.33	$ 40,506
Contracts in accumulation period:
Non-Qualified VII	277,648.121	19.96	5,541,856
	279,640.531		$ 5,582,362
Federated International Equity Fund II
Annuity contracts in payout	1,054.924	$ 22.01	$ 23,219
Contracts in accumulation period:
Non-Qualified VII	163,050.398	21.61	3,523,519
Non-Qualified VIII	117.361	20.12	2,361
	164,222.683		$ 3,549,099
Federated Mid Cap Growth Strategies Fund II
Contracts in accumulation period:
Non-Qualified VII	206,764.121	$ 29.57	$ 6,114,015
	206,764.121		$ 6,114,015
Federated Prime Money Fund II
Contracts in accumulation period:
Non-Qualified VII	141,741.301	$ 13.51	$ 1,914,925
	141,741.301		$ 1,914,925
Fidelity® VIP Equity-Income Portfolio - Initial Class
Contracts in accumulation period:
Non-Qualified V	345,238.772	$ 26.57	$ 9,172,994
Non-Qualified V (0.75)	640,939.106	28.19	18,068,073
Non-Qualified VII	1,574,211.081	31.42	49,461,712
Non-Qualified VIII	361,257.984	22.80	8,236,682
Non-Qualified IX	14,946.184	25.87	386,658
Non-Qualified X	24,015.755	26.57	638,099
Non-Qualified XII	5,557.657	16.06	89,256
Non-Qualified XIII	1,141,203.077	15.54	17,734,296
Non-Qualified XIV	1,413,859.678	15.10	21,349,281
Non-Qualified XV	393,080.549	14.89	5,852,969
Non-Qualified XVI	427,008.227	14.26	6,089,137
Non-Qualified XVIII	100,336.970	13.79	1,383,647
Non-Qualified XIX	392,749.932	13.94	5,474,934
Non-Qualified XX	14,069.302	16.83	236,786
	6,848,474.274		$ 144,174,524

137

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	206,681.114	$ 23.76	$ 4,910,743
Non-Qualified V (0.75)	447,539.557	25.21	11,282,472
Non-Qualified IX	10,324.142	23.13	238,797
Non-Qualified X	4,116.083	23.76	97,798
Non-Qualified XII	25,833.296	15.18	392,149
Non-Qualified XX	1,881.399	17.42	32,774
	696,375.591		$ 16,954,733
Fidelity® VIP High Income Portfolio - Initial Class
Annuity contracts in payout	8,456.000	$10.71 to $12.31	$ 103,195
	8,456.000		$ 103,195
Fidelity® VIP Overseas Portfolio - Initial Class
Contracts in accumulation period:
Non-Qualified V	128,515.392	$ 24.00	$ 3,084,369
Non-Qualified V (0.75)	253,515.163	25.46	6,454,496
Non-Qualified IX	1,043.708	23.36	24,381
Non-Qualified X	18,289.875	24.00	438,957
Non-Qualified XII	405.317	17.69	7,170
Non-Qualified XX	7,686.125	21.73	167,019
	409,455.580		$ 10,176,392
Fidelity® VIP Contrafund® Portfolio - Initial Class
Contracts in accumulation period:
Non-Qualified V	507,337.302	$ 37.09	$ 18,817,141
Non-Qualified V (0.75)	997,527.928	39.36	39,262,699
Non-Qualified VII	1,595,055.762	40.52	64,631,659
Non-Qualified VIII	318,678.389	32.85	10,468,585
Non-Qualified IX	20,936.937	36.11	756,033
Non-Qualified X	18,196.436	37.09	674,906
Non-Qualified XII	41,079.374	21.89	899,227
Non-Qualified XIII	1,815,960.082	20.34	36,936,628
Non-Qualified XIV	1,903,188.699	19.76	37,607,009
Non-Qualified XV	572,351.927	19.48	11,149,416
Non-Qualified XVI	624,240.477	15.45	9,644,515
Non-Qualified XVIII	193,613.699	14.94	2,892,589
Non-Qualified XIX	474,083.257	15.11	7,163,398
Non-Qualified XX	47,295.483	20.91	988,949
Non-Qualified XXII	2,362.572	12.72	30,052
	9,131,908.324		$ 241,922,806

138

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	1,328,685.024	$ 27.17	$ 36,100,372
Non-Qualified VIII	230,587.324	22.93	5,287,367
	1,559,272.348		$ 41,387,739
Fidelity® VIP Investment Grade Bond Portfolio - Initial
Class
Contracts in accumulation period:
Non-Qualified VII	61,122.873	$ 17.66	$ 1,079,430
	61,122.873		$ 1,079,430
Franklin Small Cap Value Securities Fund - Class 2
Contracts in accumulation period:
Non-Qualified V	52,761.826	$ 17.60	$ 928,608
Non-Qualified V (0.75)	176,730.981	18.17	3,211,202
Non-Qualified IX	2,816.109	17.32	48,775
Non-Qualified XII	1,410.399	18.12	25,556
Non-Qualified XX	2,770.399	17.78	49,258
	236,489.714		$ 4,263,399
ING GET Fund - Series U
Contracts in accumulation period:
Non-Qualified VII	23,618.337	$ 11.43	$ 269,958
Non-Qualified VIII	6,680.114	11.52	76,955
Non-Qualified XIII	203,937.803	11.70	2,386,072
Non-Qualified XIV	95,757.249	11.52	1,103,124
Non-Qualified XV	35,201.671	11.43	402,355
Non-Qualified XVI	618,383.753	11.41	7,055,759
Non-Qualified XVIII	103,591.971	11.14	1,154,015
Non-Qualified XIX	402,934.150	11.23	4,524,951
	1,490,105.048		$ 16,973,189
ING GET Fund - Series V
Contracts in accumulation period:
Non-Qualified VII	50,537.389	$ 10.20	$ 515,481
Non-Qualified VIII	10,795.377	10.27	110,869
Non-Qualified XIII	266,618.046	10.42	2,778,160
Non-Qualified XIV	129,932.218	10.27	1,334,404
Non-Qualified XV	65,281.901	10.20	665,875
Non-Qualified XVI	914,305.902	10.17	9,298,491
Non-Qualified XVIII	68,471.902	9.95	681,295
Non-Qualified XIX	1,032,577.623	10.02	10,346,428
	2,538,520.358		$ 25,731,003

139

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value Extended Value
ING AllianceBernstein Mid Cap Growth Portfolio -
Service Class
Contracts in accumulation period:
Non-Qualified V	7,687.886	$ 13.72	$ 105,478
Non-Qualified V (0.75)	1,788.331	13.90	24,858
Non-Qualified IX	3,835.764	13.63	52,281
	13,311.981		$ 182,617
ING American Funds Growth Portfolio
Annuity contracts in payout	171,878.842	$ 14.07	$ 2,418,335
Contracts in accumulation period:
Non-Qualified XIII	495,818.911	14.46	7,169,541
Non-Qualified XIV	485,884.627	14.32	6,957,868
Non-Qualified XV	252,840.721	14.25	3,602,980
Non-Qualified XVI	260,804.313	14.23	3,711,245
Non-Qualified XVIII	97,609.897	14.03	1,369,467
Non-Qualified XIX	203,389.179	14.09	2,865,754
	1,968,226.490		$ 28,095,190
ING American Funds Growth-Income Portfolio
Annuity contracts in payout	193,045.516	$ 12.92	$ 2,494,148
Contracts in accumulation period:
Non-Qualified XIII	413,753.297	12.71	5,258,804
Non-Qualified XIV	579,712.922	12.59	7,298,586
Non-Qualified XV	276,356.819	12.53	3,462,751
Non-Qualified XVI	213,247.135	12.51	2,667,722
Non-Qualified XVIII	96,829.248	12.33	1,193,905
Non-Qualified XIX	175,538.573	12.39	2,174,923
	1,948,483.510		$ 24,550,839
ING American Funds International Portfolio
Annuity contracts in payout	151,336.329	$ 17.87	$ 2,704,380
Contracts in accumulation period:
Non-Qualified XIII	392,021.031	17.62	6,907,411
Non-Qualified XIV	517,521.160	17.45	9,030,744
Non-Qualified XV	185,030.617	17.36	3,212,132
Non-Qualified XVI	165,048.366	17.34	2,861,939
Non-Qualified XVIII	87,481.928	17.09	1,495,066
Non-Qualified XIX	188,753.653	17.17	3,240,900
	1,687,193.084		$ 29,452,572

140

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value Extended Value
ING BlackRock Large Cap Growth Portfolio -
Institutional Class
Annuity contracts in payout	323,150.000	$9.78 to $9.81	$ 3,160,488
Contracts in accumulation period:
Non-Qualified V	207,179.508	10.40	2,154,667
Non-Qualified V (0.75)	224,257.322	10.45	2,343,489
Non-Qualified VII	1,024,946.212	9.77	10,013,724
Non-Qualified VIII	121,764.204	9.78	1,190,854
Non-Qualified IX	4,612.390	10.38	47,877
Non-Qualified X	13,169.212	10.41	137,091
Non-Qualified XII	3,240.516	10.44	33,831
Non-Qualified XIII	796,839.273	9.80	7,809,025
Non-Qualified XIV	1,095,179.216	9.78	10,710,853
Non-Qualified XV	380,284.099	9.77	3,715,376
Non-Qualified XVI	123,015.887	9.77	1,201,865
Non-Qualified XVIII	30,386.885	9.74	295,968
Non-Qualified XIX	86,387.226	9.75	842,275
Non-Qualified XX	888.464	10.43	9,267
	4,435,300.414		$ 43,666,650
ING Evergreen Health Sciences Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	4,249.833	$ 13.51	$ 57,415
Non-Qualified V (0.75)	36,106.131	13.69	494,293
Non-Qualified XX	340.948	13.62	4,644
	40,696.912		$ 556,352
ING Evergreen Omega Portfolio - Institutional Class
Annuity contracts in payout	67,204.000	$11.94 to $12.49	$ 839,053
Contracts in accumulation period:
Non-Qualified VII	323,546.032	11.72	3,791,959
Non-Qualified VIII	2,408.177	11.76	28,320
Non-Qualified XIII	149,610.681	13.21	1,976,357
Non-Qualified XIV	206,655.336	13.11	2,709,251
Non-Qualified XV	94,789.591	13.05	1,237,004
Non-Qualified XVI	44,620.130	13.04	581,846
Non-Qualified XVIII	27,644.406	12.88	356,060
Non-Qualified XIX	30,400.927	12.93	393,084
	946,879.280		$ 11,912,934

141

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
Annuity contracts in payout	200,883.537	$ 11.27	$ 2,263,957
Contracts in accumulation period:
Non-Qualified VII	591,855.289	11.16	6,605,105
Non-Qualified VIII	184,554.909	11.19	2,065,169
Non-Qualified XIII	529,757.869	11.24	5,954,478
Non-Qualified XIV	545,789.212	11.19	6,107,381
Non-Qualified XV	197,400.151	11.16	2,202,986
Non-Qualified XVI	180,495.834	11.15	2,012,529
Non-Qualified XVIII	35,481.456	11.06	392,425
Non-Qualified XIX	102,704.337	11.09	1,138,991
	2,568,922.594		$ 28,743,021
ING FMRSM Diversified Mid Cap Portfolio - Service
Class
Contracts in accumulation period:
Non-Qualified V	22,910.530	$ 14.77	$ 338,389
Non-Qualified V (0.75)	57,963.148	14.97	867,708
Non-Qualified IX	1,106.473	14.68	16,243
Non-Qualified XX	2,236.414	14.89	33,300
	84,216.565		$ 1,255,640
ING FMRSM Large Cap Growth Portfolio - Institutional
Class
Annuity contracts in payout	75,042.864	$ 10.98	$ 823,971
Contracts in accumulation period:
Non-Qualified V	1,341.794	10.12	13,579
Non-Qualified V (0.75)	37,031.507	10.20	377,721
Non-Qualified VII	2,427,664.757	10.27	24,932,117
Non-Qualified VIII	324,699.546	10.31	3,347,652
Non-Qualified XIII	931,903.433	11.07	10,316,171
Non-Qualified XIV	1,008,129.665	10.98	11,069,264
Non-Qualified XV	311,729.346	10.94	3,410,319
Non-Qualified XVI	274,920.065	10.92	3,002,127
Non-Qualified XVIII	76,777.513	10.79	828,429
Non-Qualified XIX	200,160.175	10.83	2,167,735
	5,669,400.665		$ 60,289,085
ING FMRSM Mid Cap Growth Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified XIII	313.401	$ 9.86	$ 3,090
Non-Qualified XIV	2,448.664	9.81	24,021
Non-Qualified XV	6,595.903	9.79	64,574
Non-Qualified XVI	1,412.717	9.78	13,816
Non-Qualified XVIII	3,626.979	9.71	35,218
Non-Qualified XIX	3,448.509	9.73	33,554
	17,846.173		$ 174,273

142

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value Extended Value
ING Franklin Income Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified XIII	93,686.241	$ 11.14	$ 1,043,665
Non-Qualified XIV	173,784.619	11.09	1,927,271
Non-Qualified XV	94,556.285	11.06	1,045,793
Non-Qualified XVI	80,165.259	11.05	885,826
Non-Qualified XVIII	20,156.859	10.96	220,919
Non-Qualified XIX	166,058.974	10.99	1,824,988
	628,408.237		$ 6,948,462
ING Franklin Mutual Shares Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified XIII	66,062.091	$ 11.92	$ 787,460
Non-Qualified XIV	116,235.382	11.90	1,383,201
Non-Qualified XV	28,461.464	11.89	338,407
Non-Qualified XVI	37,460.068	11.88	445,026
Non-Qualified XVIII	11,356.786	11.85	134,578
Non-Qualified XIX	47,669.858	11.86	565,365
	307,245.649		$ 3,654,037
ING Global Real Estate Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified XIII	101,969.166	$ 12.55	$ 1,279,713
Non-Qualified XIV	18,590.929	12.48	232,015
Non-Qualified XV	8,482.046	12.45	105,601
Non-Qualified XVI	30,288.900	12.44	376,794
Non-Qualified XVIII	12,363.143	12.35	152,685
Non-Qualified XIX	19,863.436	12.38	245,909
	191,557.620		$ 2,392,717
ING Global Resources Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	142,179.122	$ 13.46	$ 1,913,731
Non-Qualified V (0.75)	355,497.460	13.54	4,813,436
Non-Qualified VII	59,848.513	14.18	848,652
Non-Qualified IX	5,845.618	13.42	78,448
Non-Qualified X	2,441.799	13.46	32,867
Non-Qualified XII	4,605.857	13.53	62,317
Non-Qualified XIII	81,646.898	13.14	1,072,840
Non-Qualified XIV	50,412.817	13.08	659,400
Non-Qualified XV	25,586.620	13.04	333,650
Non-Qualified XVI	31,766.176	13.03	413,913
Non-Qualified XVIII	22,187.325	12.93	286,882
Non-Qualified XIX	44,245.497	12.97	573,864
Non-Qualified XX	893.933	13.51	12,077
	827,157.635		$ 11,102,077

143

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value Extended Value
ING JPMorgan Emerging Markets Equity Portfolio -
Institutional Class
Contracts in accumulation period:
Non-Qualified VII	261,180.038	$ 20.16	$ 5,265,390
Non-Qualified VIII	34,892.387	20.23	705,873
Non-Qualified XIII	64,513.246	15.70	1,012,858
Non-Qualified XIV	52,012.577	15.62	812,436
Non-Qualified XV	18,410.000	15.58	286,828
Non-Qualified XVI	28,910.898	15.57	450,143
Non-Qualified XVIII	68,040.713	15.45	1,051,229
Non-Qualified XIX	19,675.644	15.49	304,776
	547,635.503		$ 9,889,533
ING JPMorgan Emerging Markets Equity Portfolio -
Service Class
Contracts in accumulation period:
Non-Qualified V	55,180.519	$ 24.58	$ 1,356,337
Non-Qualified V (0.75)	329,485.628	24.92	8,210,782
Non-Qualified IX	17,667.721	24.42	431,446
Non-Qualified XX	12,639.755	24.78	313,213
	414,973.623		$ 10,311,778
ING JPMorgan Small Cap Core Equity Portfolio -
Institutional Class
Contracts in accumulation period:
Non-Qualified XIII	113,082.688	$ 12.92	$ 1,461,028
Non-Qualified XIV	102,195.181	12.82	1,310,142
Non-Qualified XV	24,665.811	12.76	314,736
Non-Qualified XVI	37,325.842	12.75	475,904
Non-Qualified XVIII	10,340.144	12.59	130,182
Non-Qualified XIX	39,135.033	12.64	494,667
	326,744.699		$ 4,186,659
ING JPMorgan Small Cap Core Equity Portfolio -
Service Class
Contracts in accumulation period:
Non-Qualified V	784.842	$ 12.63	$ 9,913
Non-Qualified V (0.75)	10,550.143	12.80	135,042
	11,334.985		$ 144,955
ING JPMorgan Value Opportunities Portfolio -
Institutional Class
Contracts in accumulation period:
Non-Qualified XIII	694,014.462	$ 12.51	$ 8,682,121
Non-Qualified XIV	692,293.528	12.41	8,591,363
Non-Qualified XV	182,183.388	12.36	2,251,787
Non-Qualified XVI	306,666.565	12.35	3,787,332
Non-Qualified XVIII	89,612.991	12.20	1,093,278
Non-Qualified XIX	268,431.166	12.25	3,288,282
	2,233,202.100		$ 27,694,163

144

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value Extended Value
ING JPMorgan Value Opportunities Portfolio - Service
Class
Contracts in accumulation period:
Non-Qualified VII	219,617.233	$ 12.27	$ 2,694,703
Non-Qualified VIII	16,434.646	12.32	202,475
	236,051.879		$ 2,897,178
ING Julius Baer Foreign Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	25,645.271	$ 19.53	$ 500,852
Non-Qualified V (0.75)	376,834.320	19.89	7,495,235
Non-Qualified IX	709.133	19.35	13,722
Non-Qualified XIII	269,607.818	12.53	3,378,186
Non-Qualified XIV	131,244.782	12.47	1,636,622
Non-Qualified XV	60,695.027	12.44	755,046
Non-Qualified XVI	118,605.379	12.43	1,474,265
Non-Qualified XVIII	11,203.242	12.33	138,136
Non-Qualified XIX	26,637.523	12.36	329,240
Non-Qualified XX	1,145.574	19.75	22,625
	1,022,328.069		$ 15,743,929
ING Legg Mason Value Portfolio - Institutional Class
Annuity contracts in payout	146,680.858	$ 10.94	$ 1,604,689
Contracts in accumulation period:
Non-Qualified XIII	442,332.578	11.39	5,038,168
Non-Qualified XIV	712,535.006	11.28	8,037,395
Non-Qualified XV	276,152.023	11.23	3,101,187
Non-Qualified XVI	123,691.686	11.21	1,386,584
Non-Qualified XVIII	39,344.709	11.05	434,759
Non-Qualified XIX	154,175.035	11.10	1,711,343
	1,894,911.895		$ 21,314,125
ING Legg Mason Value Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	3,066.103	$ 11.21	$ 34,371
Non-Qualified V (0.75)	34,460.588	11.36	391,472
Non-Qualified XX	737.801	11.30	8,337
	38,264.492		$ 434,180
ING LifeStyle Aggressive Growth Portfolio - Service
Class
Contracts in accumulation period:
Non-Qualified XIII	44,959.043	$ 12.66	$ 569,181
Non-Qualified XIV	79,498.430	12.57	999,295
Non-Qualified XV	11,361.251	12.53	142,356
Non-Qualified XVI	5,329.155	12.51	66,668
Non-Qualified XVIII	14,196.069	12.38	175,747
Non-Qualified XIX	19,982.487	12.42	248,182
	175,326.435		$ 2,201,429

145

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value Extended Value
ING LifeStyle Growth Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified XIII	144,859.127	$ 12.33	$ 1,786,113
Non-Qualified XIV	147,187.114	12.24	1,801,570
Non-Qualified XV	167,999.925	12.20	2,049,599
Non-Qualified XVI	113,614.531	12.18	1,383,825
Non-Qualified XVIII	14,954.908	12.05	180,207
Non-Qualified XIX	82,040.208	12.09	991,866
	670,655.813		$ 8,193,180
ING LifeStyle Moderate Growth Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified XIII	308,301.303	$ 12.06	$ 3,718,114
Non-Qualified XIV	310,316.868	11.97	3,714,493
Non-Qualified XV	130,140.939	11.93	1,552,581
Non-Qualified XVI	261,350.570	11.91	3,112,685
Non-Qualified XVIII	42,454.657	11.79	500,540
Non-Qualified XIX	183,811.477	11.83	2,174,490
	1,236,375.814		$ 14,772,903
ING LifeStyle Moderate Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified XIII	188,932.970	$ 11.79	$ 2,227,520
Non-Qualified XIV	294,153.259	11.71	3,444,535
Non-Qualified XV	137,409.708	11.66	1,602,197
Non-Qualified XVI	245,689.344	11.65	2,862,281
Non-Qualified XVIII	25,886.568	11.53	298,472
Non-Qualified XIX	159,144.287	11.57	1,841,299
	1,051,216.136		$ 12,276,304
ING Lord Abbett Affiliated Portfolio - Institutional Class
Contracts in accumulation period:
Non-Qualified V	99,329.830	$ 11.12	$ 1,104,548
Non-Qualified V (0.75)	518,114.996	11.21	5,808,069
Non-Qualified IX	1,915.128	11.07	21,200
Non-Qualified XII	2,670.162	11.21	29,933
Non-Qualified XX	5,913.663	11.18	66,115
	627,943.779		$ 7,029,865
ING Lord Abbett Affiliated Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified XIII	6,609.506	$ 11.17	$ 73,828
Non-Qualified XIV	37,398.906	11.11	415,502
Non-Qualified XV	18,782.522	11.08	208,110
Non-Qualified XVI	17,816.298	11.07	197,226
Non-Qualified XIX	5,444.882	11.02	60,003
	86,052.114		$ 954,669

146

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value Extended Value
ING Marsico Growth Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	12,525.761	$ 13.30	$ 166,593
Non-Qualified V (0.75)	81,314.797	13.48	1,096,123
Non-Qualified XII	294.606	13.47	3,968
Non-Qualified XIII	26,748.250	11.44	306,000
Non-Qualified XIV	16,127.385	11.38	183,530
Non-Qualified XV	7,954.204	11.35	90,280
Non-Qualified XVI	12,898.272	11.34	146,266
Non-Qualified XVIII	2,805.756	11.25	31,565
Non-Qualified XIX	10,431.894	11.28	117,672
	171,100.925		$ 2,141,997
ING Marsico International Opportunities Portfolio -
Service Class
Contracts in accumulation period:
Non-Qualified V	16,177.157	$ 18.13	$ 293,292
Non-Qualified V (0.75)	136,567.354	18.37	2,508,742
Non-Qualified VII	200,439.029	12.70	2,545,576
Non-Qualified VIII	20,811.750	12.74	265,142
Non-Qualified IX	4,497.979	18.01	81,009
Non-Qualified XII	1,903.633	18.35	34,932
Non-Qualified XIII	138,554.985	18.27	2,531,400
Non-Qualified XIV	145,345.993	18.12	2,633,669
Non-Qualified XV	28,467.551	18.05	513,839
Non-Qualified XVI	59,514.391	18.03	1,073,044
Non-Qualified XVIII	19,967.081	17.81	355,614
Non-Qualified XIX	49,173.762	17.88	879,227
Non-Qualified XX	937.935	18.27	17,136
	822,358.600		$ 13,732,622
ING MFS Total Return Portfolio - Institutional Class
Contracts in accumulation period:
Non-Qualified VII	1,610,425.920	$ 11.86	$ 19,099,651
Non-Qualified VIII	429,766.809	11.91	5,118,523
Non-Qualified XIII	1,605,201.871	12.00	19,262,422
Non-Qualified XIV	2,036,079.594	11.91	24,249,708
Non-Qualified XV	611,870.611	11.86	7,256,785
Non-Qualified XVI	905,315.148	11.84	10,718,931
Non-Qualified XVIII	119,215.504	11.69	1,393,629
Non-Qualified XIX	493,983.953	11.74	5,799,372
	7,811,859.410		$ 92,899,021

147

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value Extended Value
ING MFS Total Return Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	13,894.861	$ 14.29	$ 198,558
Non-Qualified V (0.75)	89,733.733	14.63	1,312,805
Non-Qualified IX	681.284	14.72	10,029
Non-Qualified X	948.187	14.29	13,550
Non-Qualified XII	2,982.983	14.60	43,552
Non-Qualified XX	3,097.136	14.50	44,908
	111,338.184		$ 1,623,402
ING MFS Utilities Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	29,353.724	$ 18.54	$ 544,218
Non-Qualified V (0.75)	171,327.029	18.79	3,219,235
Non-Qualified IX	3,021.433	18.42	55,655
Non-Qualified XII	990.885	18.76	18,589
Non-Qualified XX	13,845.637	18.69	258,775
	218,538.708		$ 4,096,472
ING Oppenheimer Main Street Portfolio® - Institutional
Class
Annuity contracts in payout	24,471.000	$11.49 to $12.58	287,408
Contracts in accumulation period:
Non-Qualified VII	38,150.213	12.93	493,282
Non-Qualified VIII	8,086.391	12.98	104,961
Non-Qualified XIII	35,938.348	13.09	470,433
Non-Qualified XIV	42,607.178	12.98	553,041
Non-Qualified XV	14,974.069	12.93	193,615
Non-Qualified XVI	21,764.987	12.91	280,986
Non-Qualified XVIII	17,370.318	12.76	221,645
Non-Qualified XIX	30,932.272	12.81	396,242
	234,294.776		$ 3,001,613
ING Oppenheimer Main Street Portfolio® - Service Class
Contracts in accumulation period:
Non-Qualified V	515.048	$ 12.83	$ 6,608
Non-Qualified V (0.75)	5,433.872	13.00	70,640
	5,948.920		$ 77,248
ING PIMCO High Yield Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	15,163.652	$ 11.46	$ 173,775
Non-Qualified V (0.75)	63,538.994	11.61	737,688
Non-Qualified VII	159,124.039	11.45	1,821,970
Non-Qualified VIII	5,433.415	11.49	62,430
Non-Qualified XX	3,954.216	11.55	45,671
Non-Qualified XXII	822.694	10.75	8,844
	248,037.010		$ 2,850,378

148

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value Extended Value
ING Pioneer Equity Income Portfolio - Institutional Class
Contracts in accumulation period:
Non-Qualified V	207,380.658	$ 9.11	$ 1,889,238
Non-Qualified V (0.75)	438,107.992	9.19	4,026,212
Non-Qualified IX	4,539.356	9.07	41,172
Non-Qualified XII	22,554.656	9.18	207,052
Non-Qualified XX	13,816.776	9.16	126,562
	686,399.438		$ 6,290,236
ING Pioneer Fund Portfolio - Institutional Class
Annuity contracts in payout	352,566.000	$12.14 to $13.22	$ 4,588,685
Contracts in accumulation period:
Non-Qualified V	11,518.889	11.23	129,357
Non-Qualified V (0.75)	42,778.211	11.32	484,249
Non-Qualified IX	997.223	11.18	11,149
Non-Qualified XIII	324,340.806	13.33	4,323,463
Non-Qualified XIV	535,982.116	13.22	7,085,684
Non-Qualified XV	234,073.331	13.17	3,082,746
Non-Qualified XVI	61,598.848	13.15	810,025
Non-Qualified XVIII	23,330.525	12.99	303,064
Non-Qualified XIX	76,157.780	13.04	993,097
	1,663,343.729		$ 21,811,519
ING Pioneer Mid Cap Value Portfolio - Institutional
Class
Contracts in accumulation period:
Non-Qualified V	68,106.876	11.07	$ 753,943
Non-Qualified V (0.75)	243,440.440	11.16	2,716,795
Non-Qualified IX	6,802.050	11.02	74,959
Non-Qualified XII	14,136.711	11.15	157,624
Non-Qualified XX	4,920.759	11.12	54,719
	337,406.836		$ 3,758,040
ING Pioneer Mid Cap Value Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified XIII	40,110.777	$ 11.05	$ 443,224
Non-Qualified XIV	26,072.783	11.00	286,801
Non-Qualified XV	4,566.420	10.97	50,094
Non-Qualified XVI	25,113.401	10.96	275,243
Non-Qualified XVIII	6,036.465	10.88	65,677
Non-Qualified XIX	11,586.045	10.90	126,288
	113,485.891		$ 1,247,327
ING T. Rowe Price Capital Appreciation Portfolio -
Service Class
Contracts in accumulation period:
Non-Qualified V	196,920.843	$ 12.76	$ 2,512,710
Non-Qualified V (0.75)	446,484.048	12.93	5,773,039
Non-Qualified IX	19,833.371	12.68	251,487
Non-Qualified XII	3,175.249	12.92	41,024
Non-Qualified XX	33,570.054	12.86	431,711
	699,983.565		$ 9,009,971

149

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	67,055.992	$ 16.97	$ 1,137,940
Non-Qualified V (0.75)	235,323.321	17.37	4,087,566
Non-Qualified IX	245.586	17.84	4,381
Non-Qualified XIII	47,108.127	11.31	532,793
Non-Qualified XIV	27,333.803	11.25	307,505
Non-Qualified XV	27,823.316	11.22	312,178
Non-Qualified XVI	39,951.666	11.21	447,858
Non-Qualified XVIII	4,244.681	11.13	47,243
Non-Qualified XIX	22,901.830	11.15	255,355
Non-Qualified XX	12,335.744	17.21	212,298
Non-Qualified XXII	1,436.401	11.46	16,461
	485,760.467		$ 7,361,578
ING Templeton Global Growth Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified XIII	27,728.426	$ 11.31	$ 313,608
Non-Qualified XIV	23,754.941	11.25	267,243
Non-Qualified XV	6,675.199	11.22	74,896
Non-Qualified XVI	19,150.529	11.21	214,677
Non-Qualified XVIII	11,798.631	11.13	131,319
Non-Qualified XIX	23,921.617	11.15	266,726
	113,029.343		$ 1,268,469
ING UBS U.S. Allocation Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified XIII	102,813.248	$ 12.04	$ 1,237,872
Non-Qualified XIV	239,978.762	11.94	2,865,346
Non-Qualified XV	27,374.164	11.89	325,479
Non-Qualified XVI	76,270.472	11.88	906,093
Non-Qualified XVIII	7,375.378	11.73	86,513
Non-Qualified XIX	48,406.220	11.78	570,225
	502,218.244		$ 5,991,528
ING Van Kampen Growth and Income Portfolio - Service
Class
Contracts in accumulation period:
Non-Qualified V	16,997.131	$ 12.82	$ 217,903
Non-Qualified V (0.75)	74,359.966	12.99	965,936
Non-Qualified IX	900.621	12.73	11,465
	92,257.718		$ 1,195,304
ING Van Kampen Real Estate Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	11,381.765	$ 9.99	$ 113,704
Non-Qualified V (0.75)	132,906.396	10.07	1,338,367
Non-Qualified IX	542.286	9.95	5,396
Non-Qualified XII	2,206.915	10.07	22,224
Non-Qualified XX	2,373.084	10.04	23,826
	149,410.446		$ 1,503,517

150

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value Extended Value
ING VP Index Plus International Equity Portfolio -
Institutional Class
Annuity contracts in payout	290,172.000	$9.41 to $9.42	$ 2,730,621
Contracts in accumulation period:
Non-Qualified V	19,589.766	9.55	187,082
Non-Qualified V (0.75)	189,254.195	9.56	1,809,270
Non-Qualified VII	860,893.048	9.62	8,281,791
Non-Qualified VIII	136,367.571	9.63	1,313,220
Non-Qualified XIII	339,689.412	9.63	3,271,209
Non-Qualified XIV	404,887.221	9.63	3,899,064
Non-Qualified XV	141,040.969	9.62	1,356,814
Non-Qualified XVI	129,828.356	9.62	1,248,949
Non-Qualified XVIII	17,760.475	9.62	170,856
Non-Qualified XIX	59,580.314	9.62	573,163
	2,589,063.327		$ 24,842,039
ING VP Index Plus International Equity Portfolio -
Service Class
Contracts in accumulation period:
Non-Qualified V	32,901.831	$ 11.60	$ 381,661
Non-Qualified V (0.75)	74,740.970	11.70	874,469
Non-Qualified VII	6,899.396	11.63	80,240
Non-Qualified XX	777.479	11.66	9,065
	115,319.676		$ 1,345,435
ING Wells Fargo Disciplined Value Portfolio - Service
Class
Contracts in accumulation period:
Non-Qualified V	867.369	$ 10.22	$ 8,865
Non-Qualified V (0.75)	5,048.821	10.31	52,053
Non-Qualified XII	31.081	10.30	320
Non-Qualified XIII	9,246.175	10.19	94,219
Non-Qualified XIV	4,910.478	10.14	49,792
Non-Qualified XV	1,550.430	10.11	15,675
Non-Qualified XVI	11,207.662	10.11	113,309
Non-Qualified XIX	4,099.647	10.06	41,242
	36,961.663		$ 375,475
ING Wells Fargo Small Cap Disciplined Portfolio -
Service Class
Contracts in accumulation period:
Non-Qualified V (0.75)	90.016	$ 10.08	$ 907
Non-Qualified XIII	4,715.615	9.99	47,109
Non-Qualified XIV	11,929.610	9.94	118,580
Non-Qualified XV	2,934.809	9.92	29,113
Non-Qualified XVI	7,037.811	9.91	69,745
Non-Qualified XIX	5,377.381	9.86	53,021
	32,085.242		$ 318,475

151

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
ING American Century Large Company Value Portfolio
- Service Class
Contracts in accumulation period:
Non-Qualified V	4,661.470	$ 12.57	$ 58,595
Non-Qualified V (0.75)	16,227.490	12.93	209,821
	20,888.960		$ 268,416
ING American Century Small-Mid Cap Value Portfolio -
Service Class
Contracts in accumulation period:
Non-Qualified V	11,063.081	$ 15.09	$ 166,942
Non-Qualified V (0.75)	70,281.396	15.53	1,091,470
Non-Qualified IX	667.036	14.88	9,925
Non-Qualified XX	7,405.666	17.62	130,488
	89,417.179		$ 1,398,825
ING Baron Asset Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	1,289.930	$ 10.85	$ 13,996
Non-Qualified V (0.75)	37,793.728	10.94	413,463
Non-Qualified XII	30.676	10.93	335
Non-Qualified XX	23,825.173	10.91	259,933
	62,939.507		$ 687,727
ING Baron Small Cap Growth Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	46,885.511	$ 18.29	$ 857,536
Non-Qualified V (0.75)	158,536.208	18.82	2,983,651
Non-Qualified IX	110.472	18.03	1,992
Non-Qualified XII	3,195.114	18.77	59,972
Non-Qualified XIII	41,396.872	10.63	440,049
Non-Qualified XIV	24,932.896	10.58	263,790
Non-Qualified XV	9,324.412	10.55	98,373
Non-Qualified XVI	18,828.012	10.54	198,447
Non-Qualified XVIII	6,323.285	10.46	66,142
Non-Qualified XIX	13,216.318	10.49	138,639
Non-Qualified XX	5,994.139	20.69	124,019
	328,743.239		$ 5,232,610
ING Columbia Small Cap Value II Portfolio - Service
Class
Contracts in accumulation period:
Non-Qualified V	645.990	$ 10.23	$ 6,608
Non-Qualified V (0.75)	756.967	10.32	7,812
Non-Qualified XIII	51,801.420	10.28	532,519
Non-Qualified XIV	37,485.305	10.23	383,475
Non-Qualified XV	19,063.359	10.21	194,637
Non-Qualified XVI	36,112.924	10.20	368,352
Non-Qualified XVIII	5,870.361	10.12	59,408
Non-Qualified XIX	12,134.039	10.15	123,160
	163,870.365		$ 1,675,971

152

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
ING Davis New York Venture Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	20,225.293	$ 13.53	$ 273,648
Non-Qualified V (0.75)	94,883.677	13.92	1,320,781
Non-Qualified IX	85.749	13.01	1,116
Non-Qualified XIII	29,048.016	11.33	329,114
Non-Qualified XIV	38,373.703	11.27	432,472
Non-Qualified XV	19,203.310	11.24	215,845
Non-Qualified XVI	33,560.663	11.23	376,886
Non-Qualified XVIII	11,658.474	11.15	129,992
Non-Qualified XIX	26,449.950	11.18	295,710
Non-Qualified XXII	900.768	11.44	10,305
	274,389.603		$ 3,385,869
ING JPMorgan International Portfolio - Initial Class
Annuity contracts in payout	158,863.000	$16.01 to $19.00	$ 2,982,075
Contracts in accumulation period:
Non-Qualified V	173,310.419	32.69	5,665,518
Non-Qualified V (0.75)	131,082.402	34.69	4,547,249
Non-Qualified VII	180,916.369	17.81	3,222,121
Non-Qualified VIII	46,155.913	18.09	834,960
Non-Qualified IX	4,654.455	31.83	148,151
Non-Qualified X	2,649.340	32.69	86,607
Non-Qualified XII	4,094.544	15.99	65,472
Non-Qualified XIII	495,154.178	14.75	7,303,524
Non-Qualified XIV	546,076.555	14.33	7,825,277
Non-Qualified XV	138,046.611	14.13	1,950,599
Non-Qualified XVI	129,017.233	12.04	1,553,367
Non-Qualified XVIII	39,859.538	11.64	463,965
Non-Qualified XIX	104,032.240	11.77	1,224,459
Non-Qualified XX	1,642.581	19.09	31,357
	2,155,555.378		$ 37,904,701
ING JPMorgan Mid Cap Value Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	39,063.674	$ 17.47	$ 682,442
Non-Qualified V (0.75)	109,611.425	17.98	1,970,813
Non-Qualified IX	2,062.080	17.23	35,530
Non-Qualified XX	14,663.642	20.01	293,419
	165,400.821		$ 2,982,204

153

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
Annuity contracts in payout	111,202.000	$11.25 to $12.09	$ 1,254,805
Contracts in accumulation period:
Non-Qualified V	200,910.857	16.60	3,335,120
Non-Qualified V (0.75)	140,342.396	17.61	2,471,430
Non-Qualified VII	985,075.517	15.79	15,554,342
Non-Qualified VIII	158,510.578	10.86	1,721,425
Non-Qualified IX	6,464.160	16.16	104,461
Non-Qualified X	6,499.833	16.60	107,897
Non-Qualified XII	1,203.348	9.61	11,564
Non-Qualified XIII	280,356.487	9.07	2,542,833
Non-Qualified XIV	358,340.884	8.82	3,160,567
Non-Qualified XV	104,490.811	8.69	908,025
Non-Qualified XVI	110,710.693	6.10	675,335
Non-Qualified XVIII	33,471.883	5.90	197,484
Non-Qualified XIX	46,627.478	5.96	277,900
Non-Qualified XX	549.883	16.02	8,809
	2,544,756.808		$ 32,331,997
ING Lord Abbett U.S. Government Securities Portfolio -
Initial Class
Contracts in accumulation period:
Non-Qualified VII	138,619.082	$ 11.04	$ 1,530,355
Non-Qualified VIII	54.463	11.06	602
Non-Qualified XIII	209,900.585	11.12	2,334,095
Non-Qualified XIV	290,431.938	11.06	3,212,177
Non-Qualified XV	107,966.117	11.03	1,190,866
Non-Qualified XVI	109,759.559	11.02	1,209,550
Non-Qualified XVIII	46,705.636	10.94	510,960
Non-Qualified XIX	107,161.239	10.97	1,175,559
	1,010,598.619		$ 11,164,164
ING Neuberger Berman Partners Portfolio - Initial Class
Annuity contracts in payout	605,960.000	$11.09 to $11.28	$ 6,807,519
Contracts in accumulation period:
Non-Qualified VII	850,231.747	11.09	9,429,070
Non-Qualified VIII	297,011.906	11.12	3,302,772
Non-Qualified XIII	494,389.244	11.17	5,522,328
Non-Qualified XIV	761,077.557	11.11	8,455,572
Non-Qualified XV	254,669.806	11.09	2,824,288
Non-Qualified XVI	138,923.512	11.08	1,539,273
Non-Qualified XVIII	46,593.254	10.99	512,060
Non-Qualified XIX	148,805.347	11.02	1,639,835
	3,597,662.373		$ 40,032,717

154

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
ING Neuberger Berman Partners Portfolio - Service
Class
Contracts in accumulation period:
Non-Qualified V	2,447.240	$ 11.23	$ 27,483
Non-Qualified V (0.75)	1,707.625	11.33	19,347
	4,154.865		$ 46,830
ING Neuberger Berman Regency Portfolio - Service
Class
Contracts in accumulation period:
Non-Qualified XIII	5,990.179	$ 10.25	$ 61,399
Non-Qualified XIV	4,009.493	10.20	40,897
Non-Qualified XV	431.188	10.17	4,385
Non-Qualified XVI	2,013.133	10.16	20,453
Non-Qualified XIX	715.154	10.11	7,230
	13,159.147		$ 134,364
ING OpCap Balanced Value Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	27,126.932	$ 12.27	$ 332,847
Non-Qualified V (0.75)	35,129.306	12.62	443,332
Non-Qualified IX	1,797.363	11.59	20,831
Non-Qualified XX	538.390	14.68	7,904
	64,591.991		$ 804,914
ING Oppenheimer Global Portfolio - Initial Class
Annuity contracts in payout	370,256.000	$14.26 to $14.32	$ 5,279,881
Contracts in accumulation period:
Non-Qualified V	768,015.120	14.29	10,974,936
Non-Qualified V (0.75)	1,838,173.922	14.49	26,635,140
Non-Qualified VII	3,890,901.288	14.67	57,079,522
Non-Qualified VIII	605,499.295	14.73	8,919,005
Non-Qualified IX	41,753.942	14.18	592,071
Non-Qualified X	20,538.857	14.29	293,500
Non-Qualified XII	17,453.333	14.47	252,550
Non-Qualified XIII	1,272,025.061	14.86	18,902,292
Non-Qualified XIV	1,190,136.902	14.73	17,530,717
Non-Qualified XV	368,050.057	14.67	5,399,294
Non-Qualified XVI	223,720.399	14.65	3,277,504
Non-Qualified XVIII	65,837.757	14.47	952,672
Non-Qualified XIX	192,415.250	14.53	2,795,794
Non-Qualified XX	37,111.207	14.41	534,772
Non-Qualified XXII	2,271.804	12.18	27,671
	10,904,160.194		$ 159,447,321

155

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
Annuity contracts in payout	303,359.041	$11.33 to $11.79	$ 3,526,442
Contracts in accumulation period:
Non-Qualified V	279,772.917	11.51	3,220,186
Non-Qualified V (0.75)	570,666.883	11.68	6,665,389
Non-Qualified VII	1,278,257.635	11.58	14,802,223
Non-Qualified VIII	273,719.569	11.63	3,183,359
Non-Qualified IX	5,633.199	11.43	64,387
Non-Qualified X	4,627.286	11.51	53,260
Non-Qualified XII	134.334	11.66	1,566
Non-Qualified XIII	908,085.418	11.72	10,642,761
Non-Qualified XIV	939,888.752	11.63	10,930,906
Non-Qualified XV	302,140.898	11.58	3,498,792
Non-Qualified XVI	469,178.689	11.56	5,423,706
Non-Qualified XVIII	140,662.102	11.42	1,606,361
Non-Qualified XIX	250,873.051	11.47	2,877,514
Non-Qualified XX	11,365.120	11.61	131,949
Non-Qualified XXII	825.925	11.36	9,383
	5,739,190.819		$ 66,638,184
ING Oppenheimer Strategic Income Portfolio - Service
Class
Annuity contracts in payout	1,752.182	$ 11.51	$ 20,168
	1,752.182		$ 20,168
ING PIMCO Total Return Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	130,491.083	$ 12.69	$ 1,655,932
Non-Qualified V (0.75)	456,744.871	13.06	5,965,088
Non-Qualified IX	20,442.529	12.51	255,736
Non-Qualified XX	11,918.061	12.62	150,406
	619,596.544		$ 8,027,162
ING Pioneer High Yield Portfolio - Initial Class
Contracts in accumulation period:
Non-Qualified V	5,359.574	$ 11.08	$ 59,384
Non-Qualified V (0.75)	23,808.970	11.18	266,184
Non-Qualified XX	2,655.973	11.14	29,588
	31,824.517		$ 355,156
ING Solution 2015 Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	53,358.047	$ 12.07	$ 644,032
Non-Qualified V (0.75)	61,315.374	12.23	749,887
Non-Qualified IX	4,809.083	11.99	57,661
	119,482.504		$ 1,451,580

156

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
ING Solution 2025 Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	67,171.544	$ 12.53	$ 841,659
Non-Qualified V (0.75)	124,041.276	12.70	1,575,324
	191,212.820		$ 2,416,983
ING Solution 2035 Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	74,640.997	$ 12.97	$ 968,094
Non-Qualified V (0.75)	50,319.096	13.15	661,696
	124,960.093		$ 1,629,790
ING Solution 2045 Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	32,058.648	$ 13.38	$ 428,945
Non-Qualified V (0.75)	69,815.049	13.56	946,692
Non-Qualified XX	405.318	13.49	5,468
	102,279.015		$ 1,381,105
ING Solution Income Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	24,564.114	$ 11.35	$ 278,803
Non-Qualified V (0.75)	85,585.999	11.51	985,095
	110,150.113		$ 1,263,898
ING T. Rowe Price Diversified Mid Cap Growth
Portfolio - Initial Class
Contracts in accumulation period:
Non-Qualified V	612,088.298	$ 13.39	$ 8,195,862
Non-Qualified V (0.75)	631,684.517	13.58	8,578,276
Non-Qualified VII	1,081,870.525	14.06	15,211,100
Non-Qualified VIII	185,699.729	14.12	2,622,080
Non-Qualified IX	31,954.173	13.29	424,671
Non-Qualified X	17,064.034	13.39	228,487
Non-Qualified XII	6,326.573	13.56	85,788
Non-Qualified XIII	939,669.717	14.23	13,371,500
Non-Qualified XIV	794,971.057	14.12	11,224,991
Non-Qualified XV	301,936.036	14.06	4,245,221
Non-Qualified XVI	143,271.265	14.04	2,011,529
Non-Qualified XVIII	85,017.671	13.87	1,179,195
Non-Qualified XIX	91,903.590	13.92	1,279,298
Non-Qualified XX	1,834.003	13.50	24,759
Non-Qualified XXII	1,930.967	12.59	24,311
	4,927,222.155		$ 68,707,068

157

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
Annuity contracts in payout	405,895.000	$13.43 to $17.33	$ 7,008,960
Contracts in accumulation period:
Non-Qualified V	145,888.791	26.01	3,794,567
Non-Qualified V (0.75)	260,428.464	27.59	7,185,221
Non-Qualified VII	982,829.962	32.60	32,040,257
Non-Qualified VIII	111,888.809	23.89	2,673,024
Non-Qualified IX	11,615.738	25.32	294,110
Non-Qualified X	6,162.507	26.01	160,287
Non-Qualified XII	2,212.225	16.29	36,037
Non-Qualified XX	34,631.403	17.75	614,707
Non-Qualified XXII	1,308.762	12.35	16,163
	1,962,861.661		$ 53,823,333
ING Templeton Foreign Equity Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	9,347.644	$ 12.72	$ 118,902
Non-Qualified V (0.75)	36,921.586	12.82	473,335
Non-Qualified IX	319.435	12.66	4,044
Non-Qualified XIII	17,452.069	12.80	223,386
Non-Qualified XIV	5,507.174	12.74	70,161
Non-Qualified XV	10,746.333	12.71	136,586
Non-Qualified XVI	23,553.722	12.69	298,897
Non-Qualified XVIII	7,354.310	12.60	92,664
Non-Qualified XIX	9,503.571	12.63	120,030
	120,705.844		$ 1,538,005
ING Thornburg Value Portfolio - Initial Class
Annuity contracts in payout	184,936.000	$13.23 to $19.73	$ 3,615,837
Contracts in accumulation period:
Non-Qualified V	114,238.867	32.37	3,697,912
Non-Qualified V (0.75)	101,856.051	34.35	3,498,755
Non-Qualified VII	279,192.414	15.15	4,229,765
Non-Qualified VIII	68,807.717	15.39	1,058,951
Non-Qualified IX	3,111.417	31.51	98,041
Non-Qualified X	4,644.242	32.37	150,334
Non-Qualified XIII	325,369.693	12.69	4,128,941
Non-Qualified XIV	319,608.099	12.33	3,940,768
Non-Qualified XV	79,884.330	12.15	970,595
Non-Qualified XVI	150,721.230	7.68	1,157,539
Non-Qualified XVIII	14,254.163	7.43	105,908
Non-Qualified XIX	103,367.615	7.51	776,291
Non-Qualified XX	287.272	16.40	4,711
	1,750,279.110		$ 27,434,348

158

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
ING UBS U.S. Large Cap Equity Portfolio - Initial Class
Contracts in accumulation period:
Non-Qualified V	194,854.672	$ 17.70	$ 3,448,928
Non-Qualified V (0.75)	189,848.628	18.78	3,565,357
Non-Qualified VI	19,054.362	15.03	286,387
Non-Qualified VII	720,086.337	17.28	12,443,092
Non-Qualified VIII	103,786.180	12.03	1,248,548
Non-Qualified IX	7,453.640	17.23	128,426
Non-Qualified X	84,934.365	17.70	1,503,338
Non-Qualified XI	9,478.167	15.03	142,457
Non-Qualified XIII	167,863.968	11.87	1,992,545
Non-Qualified XIV	316,973.635	11.54	3,657,876
Non-Qualified XV	81,068.387	11.37	921,748
Non-Qualified XVI	117,947.680	8.51	1,003,735
Non-Qualified XVIII	27,677.446	8.23	227,785
Non-Qualified XIX	41,627.946	8.32	346,345
Non-Qualified XX	584.639	16.35	9,559
	2,083,240.052		$ 30,926,126
ING UBS U.S. Small Cap Growth Portfolio - Service
Class
Contracts in accumulation period:
Non-Qualified XIII	1,567.706	$ 10.09	$ 15,818
Non-Qualified XV	1,710.470	10.01	17,122
Non-Qualified XIX	296.006	9.95	2,945
	3,574.182		$ 35,885
ING Van Kampen Comstock Portfolio - Service Class
Contracts in accumulation period:
Non-Qualified V	25,649.508	$ 13.84	$ 354,989
Non-Qualified V (0.75)	144,572.111	14.24	2,058,707
Non-Qualified IX	2,211.963	13.64	30,171
Non-Qualified XII	33.865	14.20	481
Non-Qualified XX	7,587.624	16.31	123,754
	180,055.071		$ 2,568,102

159

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	523,595.058	$ 12.16	$ 6,366,916
Non-Qualified V (0.75)	657,605.605	12.34	8,114,853
Non-Qualified VII	2,090,696.606	12.34	25,799,196
Non-Qualified VIII	573,717.321	12.39	7,108,358
Non-Qualified IX	5,679.904	12.07	68,556
Non-Qualified X	10,551.845	12.16	128,310
Non-Qualified XII	587.752	12.32	7,241
Non-Qualified XIII	1,864,760.165	12.49	23,290,854
Non-Qualified XIV	1,930,759.148	12.39	23,922,106
Non-Qualified XV	613,000.919	12.34	7,564,431
Non-Qualified XVI	496,833.863	12.32	6,120,993
Non-Qualified XVIII	92,010.891	12.17	1,119,773
Non-Qualified XIX	264,987.187	12.22	3,238,143
Non-Qualified XX	8,513.103	12.27	104,456
	9,133,299.367		$ 112,954,186
ING VP Strategic Allocation Conservative Portfolio -
Class I
Annuity contracts in payout	153,668.951	$ 17.01	$ 2,613,909
Contracts in accumulation period:
Non-Qualified V	52,538.906	19.25	1,011,374
Non-Qualified V (0.75)	48,083.848	20.42	981,872
Non-Qualified VII	320,451.947	18.87	6,046,928
Non-Qualified VIII	130,985.045	17.83	2,335,463
Non-Qualified IX	847.335	18.74	15,879
Non-Qualified X	5,340.723	19.97	106,654
	711,916.755		$ 13,112,079
ING VP Strategic Allocation Growth Portfolio - Class I
Annuity contracts in payout	179,481.000	$10.96 to $14.83	$ 2,628,197
Contracts in accumulation period:
Non-Qualified V	71,728.771	21.59	1,548,624
Non-Qualified V (0.75)	118,507.404	22.91	2,715,005
Non-Qualified VII	273,725.288	21.17	5,794,764
Non-Qualified VIII	59,063.285	19.07	1,126,337
Non-Qualified IX	2,740.185	21.02	57,599
Non-Qualified X	10,405.552	22.40	233,084
	715,651.485		$ 14,103,610

160

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
ING VP Strategic Allocation Moderate Portfolio - Class I
Annuity contracts in payout	260,401.000	$11.21 to $14.47	$ 3,744,537
Contracts in accumulation period:
Non-Qualified V	52,633.179	20.31	1,068,980
Non-Qualified V (0.75)	47,232.092	21.55	1,017,852
Non-Qualified VII	448,223.407	19.91	8,924,128
Non-Qualified VIII	78,001.678	18.27	1,425,091
Non-Qualified IX	500.134	19.77	9,888
Non-Qualified X	2,678.647	21.08	56,466
Non-Qualified XX	3,581.299	14.90	53,361
	893,251.436		$ 16,300,303
ING VP Growth and Income Portfolio - Class I
Annuity contracts in payout	1,461,949.000	$8.47 to $324.86	$ 83,568,535
Contracts in accumulation period:
Non-Qualified 1964	958.687	277.04	265,595
Non-Qualified V	2,022,081.260	25.81	52,189,917
Non-Qualified V (0.75)	3,547,039.871	27.39	97,153,422
Non-Qualified VI	690,582.821	24.30	16,781,163
Non-Qualified VII	1,685,640.864	25.37	42,764,709
Non-Qualified VIII	355,532.426	17.19	6,111,602
Non-Qualified IX	48,546.846	25.13	1,219,982
Non-Qualified X	793,301.649	26.50	21,022,494
Non-Qualified XI	5,645.447	24.95	140,854
Non-Qualified XII	36,751.310	11.01	404,632
Non-Qualified XIII	603,244.364	10.52	6,346,131
Non-Qualified XIV	579,841.430	10.22	5,925,979
Non-Qualified XV	248,815.812	10.08	2,508,063
Non-Qualified XVI	165,824.912	8.99	1,490,766
Non-Qualified XVIII	38,070.059	8.69	330,829
Non-Qualified XIX	43,981.437	8.79	386,597
Non-Qualified XX	34,871.766	15.75	549,230
Non-Qualified XXII	2,396.075	11.78	28,226
	12,365,076.036		$ 339,188,726
ING GET U.S. Core Portfolio - Series 1
Contracts in accumulation period:
Non-Qualified VII	28,718.931	$ 11.18	$ 321,078
Non-Qualified VIII	3,507.111	11.26	39,490
Non-Qualified XIII	226,592.800	11.41	2,585,424
Non-Qualified XIV	116,408.155	11.26	1,310,756
Non-Qualified XV	8,358.660	11.18	93,450
Non-Qualified XVI	382,017.262	11.15	4,259,492
Non-Qualified XVIII	26,149.822	10.92	285,556
Non-Qualified XIX	467,820.468	11.00	5,146,025
	1,259,573.209		$ 14,041,271

161

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 2
Contracts in accumulation period:
Non-Qualified VII	22,495.382	$ 10.84	$ 243,850
Non-Qualified VIII	12,595.601	10.91	137,418
Non-Qualified XIII	72,126.890	11.06	797,723
Non-Qualified XIV	62,126.415	10.91	677,799
Non-Qualified XV	18,045.173	10.84	195,610
Non-Qualified XVI	229,416.945	10.82	2,482,291
Non-Qualified XVIII	22,408.627	10.61	237,756
Non-Qualified XIX	126,954.497	10.68	1,355,874
	566,169.530		$ 6,128,321
ING GET U.S. Core Portfolio - Series 3
Contracts in accumulation period:
Non-Qualified VII	521,724.407	$ 10.56	$ 5,509,410
Non-Qualified VIII	299,212.264	10.63	3,180,626
Non-Qualified XIII	355,312.948	10.76	3,823,167
Non-Qualified XIV	201,537.671	10.63	2,142,345
Non-Qualified XV	85,242.767	10.56	900,164
Non-Qualified XVI	331,687.397	10.54	3,495,985
Non-Qualified XVIII	34,042.568	10.34	352,000
Non-Qualified XIX	375,648.797	10.41	3,910,504
	2,204,408.819		$ 23,314,201
ING GET U.S. Core Portfolio - Series 4
Contracts in accumulation period:
Non-Qualified VII	39,099.576	$ 11.10	$ 434,005
Non-Qualified VIII	670.603	11.16	7,484
Non-Qualified XIII	44,712.857	11.29	504,808
Non-Qualified XIV	61,682.717	11.16	688,379
Non-Qualified XV	19,761.402	11.10	219,352
Non-Qualified XVI	102,454.981	11.07	1,134,177
Non-Qualified XVIII	9,508.574	10.88	103,453
Non-Qualified XIX	85,945.102	10.95	941,099
	363,835.812		$ 4,032,757
ING GET U.S. Core Portfolio - Series 5
Contracts in accumulation period:
Non-Qualified VII	20,400.130	$ 11.53	$ 235,213
Non-Qualified VIII	6,555.050	11.60	76,039
Non-Qualified XIII	93,329.571	11.72	1,093,823
Non-Qualified XIV	11,908.103	11.60	138,134
Non-Qualified XV	11,080.064	11.53	127,753
Non-Qualified XVI	33,549.197	11.51	386,151
Non-Qualified XVIII	4,642.668	11.32	52,555
Non-Qualified XIX	24,879.533	11.39	283,378
	206,344.316		$ 2,393,046

162

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	337,823.320	$ 11.14	$ 3,763,352
Non-Qualified VIII	70,933.967	11.20	794,460
Non-Qualified XIII	763,221.139	11.31	8,632,031
Non-Qualified XIV	945,171.370	11.20	10,585,919
Non-Qualified XV	517,740.022	11.14	5,767,624
Non-Qualified XVI	78,126.153	11.12	868,763
Non-Qualified XVIII	100.925	10.96	1,106
Non-Qualified XIX	65,751.220	11.01	723,921
	2,778,868.116		$ 31,137,176
ING GET U.S. Core Portfolio - Series 7
Contracts in accumulation period:
Non-Qualified VII	248,041.907	$ 11.01	$ 2,730,941
Non-Qualified VIII	7,073.881	11.06	78,237
Non-Qualified XIII	407,004.599	11.16	4,542,171
Non-Qualified XIV	536,480.008	11.06	5,933,469
Non-Qualified XV	423,750.204	11.01	4,665,490
Non-Qualified XVI	30,926.505	10.99	339,882
Non-Qualified XVIII	362.319	10.84	3,928
Non-Qualified XIX	97,455.923	10.89	1,061,295
	1,751,095.346		$ 19,355,413
ING GET U.S. Core Portfolio - Series 8
Contracts in accumulation period:
Non-Qualified VII	156,949.804	$ 11.15	$ 1,749,990
Non-Qualified VIII	17,246.105	11.21	193,329
Non-Qualified XIII	509,911.264	11.27	5,746,700
Non-Qualified XIV	379,776.685	11.18	4,245,903
Non-Qualified XV	273,381.304	11.13	3,042,734
Non-Qualified XVI	14,410.078	11.11	160,096
Non-Qualified XVIII	254.457	10.98	2,794
Non-Qualified XIX	8,904.648	11.02	98,129
	1,360,834.345		$ 15,239,675
ING GET U.S. Core Portfolio - Series 9
Contracts in accumulation period:
Non-Qualified VII	41,341.375	$ 10.99	$ 454,342
Non-Qualified XIII	401,752.645	11.10	4,459,454
Non-Qualified XIV	376,427.493	11.01	4,144,467
Non-Qualified XV	233,138.572	10.97	2,557,530
Non-Qualified XVI	4,490.668	10.95	49,173
Non-Qualified XIX	18,647.169	10.88	202,881
	1,075,797.922		$ 11,867,847

163

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 10
Contracts in accumulation period:
Non-Qualified VII	14,395.293	$ 10.92	$ 157,197
Non-Qualified VIII	19,412.015	10.97	212,950
Non-Qualified XIII	260,586.779	11.02	2,871,666
Non-Qualified XIV	344,204.720	10.94	3,765,600
Non-Qualified XV	243,714.145	10.90	2,656,484
Non-Qualified XVI	3,901.295	10.89	42,485
Non-Qualified XIX	22,507.255	10.82	243,528
	908,721.502		$ 9,949,910
ING GET U.S. Core Portfolio - Series 11
Contracts in accumulation period:
Non-Qualified VII	17,108.872	$ 10.61	$ 181,525
Non-Qualified VIII	3,309.176	10.64	35,210
Non-Qualified XIII	440,131.875	10.71	4,713,812
Non-Qualified XIV	408,427.047	10.64	4,345,664
Non-Qualified XV	152,391.732	10.61	1,616,876
Non-Qualified XVI	31,999.085	10.60	339,190
Non-Qualified XVIII	8,918.639	10.50	93,646
Non-Qualified XIX	9,868.393	10.53	103,914
	1,072,154.819		$ 11,429,837
ING GET U.S. Core Portfolio - Series 12
Contracts in accumulation period:
Non-Qualified VII	95,971.519	$ 11.32	$ 1,086,398
Non-Qualified VIII	5,805.408	11.35	65,891
Non-Qualified XIII	652,792.918	11.41	7,448,367
Non-Qualified XIV	468,567.567	11.35	5,318,242
Non-Qualified XV	433,882.033	11.32	4,911,545
Non-Qualified XVI	1,031,236.392	11.31	11,663,284
Non-Qualified XVIII	413,045.517	11.21	4,630,240
Non-Qualified XIX	617,132.479	11.24	6,936,569
	3,718,433.833		$ 42,060,536
ING GET U.S. Core Portfolio - Series 13
Contracts in accumulation period:
Non-Qualified VII	95,431.412	$ 10.38	$ 990,578
Non-Qualified VIII	4,074.466	10.41	42,415
Non-Qualified XIII	460,252.408	10.45	4,809,638
Non-Qualified XIV	281,175.766	10.41	2,927,040
Non-Qualified XV	224,384.736	10.38	2,329,114
Non-Qualified XVI	1,209,333.632	10.37	12,540,790
Non-Qualified XVIII	370,681.264	10.30	3,818,017
Non-Qualified XIX	568,422.133	10.32	5,866,116
	3,213,755.817		$ 33,323,708

164

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 14
Contracts in accumulation period:
Non-Qualified VII	43,822.148	$ 10.23	$ 448,301
Non-Qualified VIII	4,307.275	10.25	44,150
Non-Qualified XIII	494,558.792	10.28	5,084,064
Non-Qualified XIV	248,290.766	10.25	2,544,980
Non-Qualified XV	37,757.982	10.23	386,264
Non-Qualified XVI	616,635.388	10.23	6,308,180
Non-Qualified XVIII	289,811.947	10.18	2,950,286
Non-Qualified XIX	766,062.742	10.19	7,806,179
	2,501,247.040		$ 25,572,404
ING VP Global Science and Technology Portfolio -
Class I
Contracts in accumulation period:
Non-Qualified V	94,120.461	$ 4.95	$ 465,896
Non-Qualified V (0.75)	545,797.576	5.14	2,805,400
Non-Qualified VII	377,709.830	4.89	1,847,001
Non-Qualified VIII	34,056.434	4.95	168,579
Non-Qualified IX	4,785.613	4.86	23,258
Non-Qualified XII	728.762	5.13	3,739
Non-Qualified XIII	315,629.413	5.06	1,597,085
Non-Qualified XIV	275,823.038	4.95	1,365,324
Non-Qualified XV	45,945.838	4.89	224,675
Non-Qualified XVI	86,820.509	5.09	441,916
Non-Qualified XVIII	12,694.968	4.93	62,586
Non-Qualified XIX	35,524.137	4.98	176,910
Non-Qualified XX	586.366	16.58	9,722
	1,830,222.945		$ 9,192,091
ING VP Growth Portfolio - Class I
Annuity contracts in payout	134,976.000	$13.25 to $18.63	$ 2,473,286
Contracts in accumulation period:
Non-Qualified V	33,082.048	18.23	603,086
Non-Qualified V (0.75)	126,778.741	19.23	2,437,955
Non-Qualified VII	167,716.376	17.92	3,005,477
Non-Qualified VIII	71,097.248	18.21	1,294,681
Non-Qualified IX	2,221.034	17.75	39,423
Non-Qualified XII	74.582	11.95	891
Non-Qualified XIII	303,437.587	10.96	3,325,676
Non-Qualified XIV	251,956.494	10.65	2,683,337
Non-Qualified XV	53,430.140	10.50	561,016
Non-Qualified XVI	73,374.334	6.95	509,952
Non-Qualified XVIII	9,434.626	6.72	63,401
Non-Qualified XIX	51,710.096	6.79	351,112
Non-Qualified XX	912.516	16.23	14,810
	1,280,201.822		$ 17,364,103

165

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
ING VP Index Plus LargeCap Portfolio - Class I
Annuity contracts in payout	1,998,691.000	$9.98 to $19.91	$ 35,986,296
Contracts in accumulation period:
Non-Qualified V	152,051.648	22.65	3,443,970
Non-Qualified V (0.75)	843,204.767	23.96	20,203,186
Non-Qualified VII	705,766.415	22.24	15,696,245
Non-Qualified VIII	258,095.924	22.24	5,740,053
Non-Qualified IX	8,848.802	22.05	195,116
Non-Qualified XII	9,470.973	13.93	131,931
Non-Qualified XIII	1,689,866.496	13.28	22,441,427
Non-Qualified XIV	1,379,555.696	12.90	17,796,268
Non-Qualified XV	643,153.660	12.72	8,180,915
Non-Qualified XVI	1,178,114.401	9.74	11,474,834
Non-Qualified XVIII	372,829.823	9.42	3,512,057
Non-Qualified XIX	957,472.698	9.53	9,124,715
Non-Qualified XX	87,265.051	16.01	1,397,113
	10,284,387.354		$ 155,324,126
ING VP Index Plus MidCap Portfolio - Class I
Contracts in accumulation period:
Non-Qualified V	76,035.396	$ 23.23	$ 1,766,302
Non-Qualified V (0.75)	511,879.985	24.38	12,479,634
Non-Qualified IX	5,867.591	22.67	133,018
Non-Qualified XII	8,963.647	25.34	227,139
Non-Qualified XX	3,203.758	18.20	58,308
Non-Qualified XXII	294.328	11.44	3,367
	606,244.705		$ 14,667,768
ING VP Index Plus SmallCap Portfolio - Class I
Contracts in accumulation period:
Non-Qualified V	66,583.196	$ 16.26	$ 1,082,643
Non-Qualified V (0.75)	291,054.169	17.07	4,968,295
Non-Qualified IX	5,898.363	15.87	93,607
Non-Qualified XII	9,758.849	18.33	178,880
Non-Qualified XX	2,087.593	17.09	35,677
	375,382.170		$ 6,359,102

166

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
ING VP Small Company Portfolio - Class I
Annuity contracts in payout	226,447.000	$14.21 to $29.36	$ 6,520,932
Contracts in accumulation period:
Non-Qualified V	23,459.349	29.13	683,371
Non-Qualified V (0.75)	143,123.422	30.74	4,399,614
Non-Qualified VII	402,255.502	28.63	11,516,575
Non-Qualified VIII	119,206.828	29.11	3,470,111
Non-Qualified IX	2,605.764	28.36	73,899
Non-Qualified X	4,066.608	29.13	118,460
Non-Qualified XII	10,938.418	21.17	231,566
Non-Qualified XIII	490,651.915	20.53	10,073,084
Non-Qualified XIV	424,905.352	19.95	8,476,862
Non-Qualified XV	96,819.070	19.67	1,904,431
Non-Qualified XVI	190,248.448	14.27	2,714,845
Non-Qualified XVIII	51,931.837	13.81	717,179
Non-Qualified XIX	155,517.915	13.96	2,171,030
Non-Qualified XX	415.918	18.69	7,774
	2,342,593.346		$ 53,079,733
ING VP Value Opportunity Portfolio - Class I
Contracts in accumulation period:
Non-Qualified V	24,268.894	$ 22.17	$ 538,041
Non-Qualified V (0.75)	85,071.002	23.39	1,989,811
Non-Qualified VII	241,280.088	21.80	5,259,906
Non-Qualified VIII	37,085.362	22.15	821,441
Non-Qualified IX	1,414.507	21.59	30,539
Non-Qualified X	5,304.100	22.17	117,592
Non-Qualified XII	2,753.501	15.79	43,478
Non-Qualified XX	560.426	15.20	8,518
	397,737.880		$ 8,809,326
ING VP Value Opportunity Portfolio - Class S
Contracts in accumulation period:
Non-Qualified XIII	22,709.203	$ 11.60	$ 263,427
Non-Qualified XIV	17,050.408	11.53	196,591
Non-Qualified XV	2,950.352	11.49	33,900
Non-Qualified XVI	8,505.361	11.48	97,642
Non-Qualified XVIII	2,304.864	11.37	26,206
Non-Qualified XIX	14,533.119	11.41	165,823
	68,053.307		$ 783,589
ING VP Financial Services Portfolio - Class I
Contracts in accumulation period:
Non-Qualified V	6,659.964	$ 11.86	$ 78,987
Non-Qualified V (0.75)	45,102.255	12.08	544,835
Non-Qualified IX	2,502.763	11.76	29,432
	54,264.982		$ 653,254

167

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
ING VP High Yield Bond Portfolio - Class I
Annuity contracts in payout	138,624.000	$10.47 to $10.65	$ 1,476,304
Contracts in accumulation period:
Non-Qualified VII	644,484.302	10.66	6,870,203
Non-Qualified VIII	121,644.005	10.69	1,300,374
Non-Qualified XIII	377,560.392	10.74	4,054,999
Non-Qualified XIV	526,993.844	10.68	5,628,294
Non-Qualified XV	118,666.085	10.66	1,264,980
Non-Qualified XVI	159,777.273	10.65	1,701,628
Non-Qualified XVIII	61,064.940	10.57	645,456
Non-Qualified XIX	124,052.019	10.59	1,313,711
	2,272,866.860		$ 24,255,949
ING VP International Value Portfolio - Class I
Contracts in accumulation period:
Non-Qualified V	52,581.648	$ 18.36	$ 965,399
Non-Qualified V (0.75)	270,523.827	18.97	5,131,837
Non-Qualified IX	10,564.100	18.07	190,893
Non-Qualified XII	8,702.579	18.91	164,566
Non-Qualified XX	2,416.708	20.65	49,905
	344,788.862		$ 6,502,600
ING VP MidCap Opportunities Portfolio - Class I
Contracts in accumulation period:
Non-Qualified V	8,891.338	$ 14.81	$ 131,681
Non-Qualified V (0.75)	46,631.607	15.30	713,464
Non-Qualified XII	946.900	15.25	14,440
	56,469.845		$ 859,585
ING VP MidCap Opportunities Portfolio - Class S
Contracts in accumulation period:
Non-Qualified XIII	148,281.114	$ 13.38	$ 1,984,001
Non-Qualified XIV	131,825.525	13.12	1,729,551
Non-Qualified XV	48,578.300	12.98	630,546
Non-Qualified XVI	83,051.822	12.94	1,074,691
Non-Qualified XVIII	19,246.578	12.55	241,545
Non-Qualified XIX	102,399.034	12.68	1,298,420
	533,382.373		$ 6,958,754
ING VP Real Estate Portfolio - Class I
Contracts in accumulation period:
Non-Qualified V	8,260.983	$ 17.18	$ 141,924
Non-Qualified V (0.75)	72,457.328	17.49	1,267,279
Non-Qualified XII	2,923.565	17.46	51,045
	83,641.876		$ 1,460,248

168

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
ING VP SmallCap Opportunities Portfolio - Class I
Contracts in accumulation period:
Non-Qualified V	3,963.051	$ 9.66	$ 38,283
Non-Qualified V (0.75)	26,639.364	9.98	265,861
Non-Qualified XII	10,221.145	9.95	101,700
Non-Qualified XX	233.982	16.79	3,929
	41,057.542		$ 409,773
ING VP SmallCap Opportunities Portfolio - Class S
Contracts in accumulation period:
Non-Qualified XIII	144,875.630	$ 9.22	$ 1,335,753
Non-Qualified XIV	115,577.385	9.04	1,044,820
Non-Qualified XV	36,798.067	8.95	329,343
Non-Qualified XVI	70,637.453	8.92	630,086
Non-Qualified XVIII	35,408.117	8.65	306,280
Non-Qualified XIX	61,560.585	8.74	538,040
	464,857.237		$ 4,184,322
ING VP Balanced Portfolio - Class I
Annuity contracts in payout	1,307,728.000	$10.98 to $40.47	$ 37,208,327
Contracts in accumulation period:
Non-Qualified V	917,406.399	29.94	27,467,148
Non-Qualified V (0.75)	571,174.187	31.77	18,146,204
Non-Qualified VI	34,035.401	25.32	861,776
Non-Qualified VII	853,758.471	28.95	24,716,308
Non-Qualified VIII	243,646.059	20.76	5,058,092
Non-Qualified IX	10,980.021	29.15	320,068
Non-Qualified X	118,073.689	30.74	3,629,585
Non-Qualified XI	1,079.844	26.00	28,076
Non-Qualified XII	14,159.240	15.02	212,672
Non-Qualified XIII	738,055.857	14.49	10,694,429
Non-Qualified XIV	547,915.381	14.09	7,720,128
Non-Qualified XV	273,547.424	13.88	3,796,838
Non-Qualified XVI	225,317.056	11.64	2,622,691
Non-Qualified XVIII	37,216.231	11.26	419,055
Non-Qualified XIX	112,380.908	11.38	1,278,895
Non-Qualified XX	82,646.083	14.71	1,215,724
Non-Qualified XXII	4,730.029	11.23	53,118
	6,093,850.280		$ 145,449,134

169

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
ING VP Intermediate Bond Portfolio - Class I
Annuity contracts in payout	390,650.000	$11.28 to $83.34	$ 9,822,668
Contracts in accumulation period:
Non-Qualified V	677,263.529	20.74	14,046,446
Non-Qualified V (0.75)	1,009,895.858	22.01	22,227,808
Non-Qualified VI	4,947.428	19.06	94,298
Non-Qualified VII	766,347.131	20.06	15,372,923
Non-Qualified VIII	197,301.059	17.30	3,413,308
Non-Qualified IX	4,410.073	20.19	89,039
Non-Qualified X	121,126.319	21.07	2,552,132
Non-Qualified XI	797.780	19.36	15,445
Non-Qualified XII	708.323	15.72	11,135
Non-Qualified XIII	723,088.970	15.40	11,135,570
Non-Qualified XIV	871,274.758	14.97	13,042,983
Non-Qualified XV	288,323.943	14.75	4,252,778
Non-Qualified XVI	377,925.038	14.13	5,340,081
Non-Qualified XVIII	69,839.671	13.67	954,708
Non-Qualified XIX	197,925.059	13.82	2,735,324
Non-Qualified XX	5,123.794	12.58	64,457
Non-Qualified XXII	2,390.126	10.77	25,742
	5,709,338.859		$ 105,196,845
ING VP Money Market Portfolio - Class I
Annuity contracts in payout	321,886.000	$10.99 to $12.79	$ 4,093,778
Contracts in accumulation period:
Non-Qualified V	456,245.376	15.19	6,930,367
Non-Qualified V (0.75)	1,597,814.731	16.11	25,740,795
Non-Qualified VI	5,088.522	14.91	75,870
Non-Qualified VII	2,417,185.995	14.84	35,871,040
Non-Qualified VIII	530,772.515	13.61	7,223,814
Non-Qualified IX	18,675.068	14.78	276,018
Non-Qualified X	142,591.519	15.19	2,165,965
Non-Qualified XII	4,905.870	13.03	63,923
Non-Qualified XIII	2,695,516.502	12.80	34,502,611
Non-Qualified XIV	2,846,918.384	12.44	35,415,665
Non-Qualified XV	1,532,073.618	12.26	18,783,223
Non-Qualified XVI	1,242,990.162	11.20	13,921,490
Non-Qualified XVIII	441,840.027	10.84	4,789,546
Non-Qualified XIX	1,342,498.429	10.96	14,713,783
Non-Qualified XX	24,749.373	11.07	273,976
Non-Qualified XXII	207.877	10.59	2,201
	15,621,959.968		$ 204,844,065
Janus Aspen Series Balanced Portfolio - Institutional
Shares
Contracts in accumulation period:
Non-Qualified V (0.75)	677.204	$ 34.05	$ 23,059
	677.204		$ 23,059

170

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
Janus Aspen Series Flexible Bond Portfolio - Institutional
Shares
Contracts in accumulation period:
Non-Qualified V (0.75)	513.791	$ 23.78	$ 12,218
	513.791		$ 12,218
Janus Aspen Series Large Cap Growth Portfolio -
Institutional Shares
Contracts in accumulation period:
Non-Qualified V (0.75)	284.990	$ 24.53	$ 6,991
Non-Qualified IX	99.072	22.50	2,229
	384.062		$ 9,220
Janus Aspen Series Mid Cap Growth Portfolio -
Institutional Shares
Contracts in accumulation period:
Non-Qualified V (0.75)	179.467	$ 33.00	$ 5,922
Non-Qualified IX	73.617	30.28	2,229
	253.084		$ 8,151
Janus Aspen Series Worldwide Growth Portfolio -
Institutional Shares
Contracts in accumulation period:
Non-Qualified V (0.75)	263.274	$ 28.87	$ 7,601
	263.274		$ 7,601
Lord Abbett Series Fund - Mid-Cap Value Portfolio -
Class VC
Contracts in accumulation period:
Non-Qualified V	81,031.463	$ 14.78	$ 1,197,645
Non-Qualified V (0.75)	177,198.020	15.26	2,704,042
Non-Qualified IX	11,228.193	14.54	163,258
Non-Qualified XII	575.783	15.22	8,763
Non-Qualified XX	3,760.177	17.79	66,894
	273,793.636		$ 4,140,602
Oppenheimer Global Securities/VA
Contracts in accumulation period:
Non-Qualified V (0.75)	3,233.449	$ 26.13	$ 84,490
	3,233.449		$ 84,490
Oppenheimer Main Street Fund®/VA
Annuity contracts in payout	35,543.000	$11.11 to $13.01	$ 433,799
	35,543.000		$ 433,799
Oppenheimer Main Street Small Cap Fund®/VA
Contracts in accumulation period:
Non-Qualified V	4,954.972	$ 12.99	$ 64,365
Non-Qualified V (0.75)	41,207.773	13.17	542,706
Non-Qualified IX	112.081	12.90	1,446
Non-Qualified XX	671.494	13.09	8,790
	46,946.320		$ 617,307
Oppenheimer Mid Cap Fund/VA
Annuity contracts in payout	15,011.000	$10.93 to $13.62	$ 180,491
	15,011.000		$ 180,491

171

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Division/Contract	Units	Unit Value	Extended Value
PIMCO Real Return Portfolio - Administrative Class
Contracts in accumulation period:
Non-Qualified V	24,233.564	$ 11.82	$ 286,441
Non-Qualified V (0.75)	359,000.789	12.04	4,322,369
	383,234.353		$ 4,608,810
Pioneer Emerging Markets VCT Portfolio - Class I
Contracts in accumulation period:
Non-Qualified V	62,506.046	$ 12.73	$ 795,702
Non-Qualified V (0.75)	154,110.449	12.77	1,967,990
Non-Qualified IX	2,269.648	12.71	28,847
Non-Qualified XII	4,799.211	12.77	61,286
Non-Qualified XX	951.661	12.76	12,143
Non-Qualified XXII	280.406	12.76	3,578
	224,917.421		$ 2,869,546
Pioneer High Yield VCT Portfolio - Class I
Contracts in accumulation period:
Non-Qualified V	27,455.850	$ 12.00	$ 329,470
Non-Qualified V (0.75)	85,813.393	12.23	1,049,498
Non-Qualified IX	6,179.734	11.89	73,477
	119,448.977		$ 1,452,445
Wanger International Small Cap
Contracts in accumulation period:
Non-Qualified V	20,264.913	$ 10.48	$ 212,376
Non-Qualified V (0.75)	83,588.531	10.51	878,515
Non-Qualified IX	564.016	10.46	5,900
Non-Qualified XII	691.125	10.51	7,264
Non-Qualified XX	6,449.232	10.50	67,717
	111,557.817		$ 1,171,772
Wanger Select
Contracts in accumulation period:
Non-Qualified V	41,613.648	$ 15.90	$ 661,657
Non-Qualified V (0.75)	221,235.185	16.19	3,581,798
Non-Qualified IX	3,305.695	15.75	52,065
Non-Qualified XX	589.169	16.07	9,468
	266,743.697		$ 4,304,988
Wanger U.S. Smaller Companies
Contracts in accumulation period:
Non-Qualified V	4,489.796	$ 14.10	$ 63,306
Non-Qualified V (0.75)	25,521.327	14.36	366,486
Non-Qualified IX	412.371	13.97	5,761
	30,423.494		$ 435,553

172

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

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.

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.

173

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

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.

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% .

174

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

9. 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, 2007, 2006, 2005, 2004 and 2003,
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
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%
2004	1,652	$5.69 to $9.99	$15,172	-	0.75% to 1.90%	4.60% to 5.80%
2003	2,018	$5.44 to $9.46	$17,500	-	0.75% to 1.90%	27.10% to 28.59%
AIM V.I. Core Equity Fund - Series I Shares
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%
2004	2,909	$6.71 to $12.80	$31,830	0.91%	0.75% to 2.25%	6.85% to 8.23%
2003	3,366	$6.28 to $11.86	$34,908	0.97%	0.75% to 2.25%	22.18% to 23.44%
Calvert Social Balanced Portfolio
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%
2004	166	$12.07 to $22.73	$2,229	1.66%	0.75% to 1.40%	6.81% to 7.47%
2003	178	$11.30 to $21.15	$2,228	1.98%	0.75% to 1.40%	17.59% to 18.42%
Federated American Leaders Fund II
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%
2004	1,665	$18.30 to $25.29	$42,192	1.46%	1.25% to 1.40%	8.22% to 8.41%
2003	2,211	$16.88 to $23.37	$51,717	1.51%	1.25% to 1.40%	25.92% to 26.06%

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)
Federated Capital Income Fund II
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%
2004	373	$11.56	to	$13.82	$5,170	4.59%	1.25%	to	1.40%	8.39%	to	8.54%
2003	505	$10.65	to	$12.75	$6,460	6.55%	1.25%	to	1.40%	18.94%	to	19.13%
Federated Equity Income Fund II
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%
2004	654	$13.73			$9,093	2.05%	1.25%	to	1.40%	11.26%
2003	884	$12.34			$11,005	1.89%	1.25%	to	1.40%	25.53%
Federated Fund for U.S. Government Securities II
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%
2004	407	$15.83			$6,444	5.03%	1.25%	to	1.40%	2.19%
2003	635	$15.49			$9,833	3.85%	1.25%	to	1.40%	0.91%
Federated High Income Bond Fund II
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%
2004	666	$15.13	to	$17.70	$11,845	7.82%	1.25%	to	1.40%	8.92%	to	9.08%
2003	970	$13.87	to	$16.25	$15,774	7.68%	1.25%	to	1.40%	20.55%	to	20.71%
Federated International Equity Fund II
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%
2004	367	$14.71	to	$15.87	$5,865	-	1.25%	to	1.40%	12.47%	to	12.63%
2003	462	$13.06	to	$14.11	$6,565	-	1.25%	to	1.40%	30.05%	to	30.21%

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)
Federated Mid Cap Growth Strategies Fund II
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%
2004	489	$21.43		$10,473	-	1.40%	13.81%
2003	627	$18.83		$11,813	-	1.40%	38.15%
Federated Prime Money Fund II
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%
2004	266	$12.51		$3,326	0.78%	1.40%	-0.64%
2003	392	$12.59		$4,930	0.71%	1.40%	-0.71%
Fidelity® VIP Equity-Income Portfolio - Initial Class
2007	6,848	$13.79	to $31.42	$144,175	1.66%	0.75% to 1.90%	-0.43% to 0.75%
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%
2004	12,953	$11.31	to $25.37	$218,459	1.49%	0.75% to 1.90%	9.49% to 10.71%
2003	12,003	$10.33	to $23.07	$192,149	1.64%	0.75% to 1.90%	27.85% to 29.33%
Fidelity® VIP Growth Portfolio - Initial Class
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%
2004	8,483	$6.25 to $23.41		$109,798	0.28%	0.75% to 1.90%	1.30% to 2.57%
2003	9,688	$6.17 to $22.97		$125,864	0.26%	0.75% to 1.90%	30.44% to 31.85%
Fidelity® VIP High Income Portfolio - Initial Class
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%
2004	4,370	$8.76 to $12.92		$47,964	8.75%	0.80% to 2.25%	7.54% to 8.54%
2003	5,612	$8.11 to $11.96		$56,970	6.32%	0.95% to 2.25%	24.90% to 26.10%

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)
Fidelity® VIP Overseas Portfolio - Initial Class
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%
2004	986	$10.99	to	$16.51	$15,669	1.18%	0.75%	to	1.50%	11.93%	to	12.79%
2003	979	$9.75	to	$14.74	$13,904	0.58%	0.75%	to	1.50%	41.30%	to	42.34%
Fidelity® VIP Contrafund® Portfolio - Initial Class
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%
2004	13,694	$10.30	to	$27.52	$243,399	0.31%	0.75%	to	1.90%	13.19%	to	14.61%
2003	11,483	$9.10	to	$24.17	$188,055	0.43%	0.75%	to	1.90%	-29.37%	to	27.50%
Fidelity® VIP Index 500 Portfolio - Initial Class
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%
2004	3,269	$18.62	to	$22.16	$70,298	1.34%	1.25%	to	1.40%	9.11%	to	9.21%
2003	3,762	$17.05	to	$20.31	$74,266	1.44%	1.25%	to	1.40%	26.62%	to	26.86%
Fidelity® VIP Investment Grade Bond Portfolio -
Initial Class
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%
2004	118	$16.25	to	$16.55	$1,958	4.38%	1.25%	to	1.40%	2.99%	to	3.11%
2003	140	$15.76	to	$16.07	$2,244	4.39%	1.25%	to	1.40%	3.74%	to	3.89%
Franklin Small Cap Value Securities Fund - Class 2
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%
2004	294	$14.58	to	$14.96	$4,384	0.04%	0.75%	to	1.50%	22.18%	to	22.82%
2003	55	$12.02	to	$12.18	$662	0.19%	0.75%	to	1.25%	30.59%	to	31.11%

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 GET Fund - Series U
2007	1,490	$11.14 to $11.70		$16,973	2.40%	1.45% to 2.40%	1.46% to 2.45%
2006	1,758	$10.98	to $11.42	$19,637	2.57%	1.45% to 2.40%	4.77% to 5.74%
2005	2,214	$10.48	to $10.80	$23,508	2.19%	1.45% to 2.40%	-1.04% to 0.00%
2004	2,553	$10.59	to $10.80	$27,273	1.91%	1.45% to 2.40%	0.95% to 1.89%
2003	2,854	$10.49	to $10.60	$30,078	-	1.45% to 2.40%	5.21% to 6.00%
ING GET Fund - Series V
2007	2,539	$9.95 to $10.42		$25,731	2.33%	1.45% to 2.40%	2.47% to 3.48%
2006	3,117	$9.71 to $10.07		$30,716	2.25%	1.45% to 2.40%	1.89% to 2.86%
2005	4,571	$9.53 to $9.79		$44,051	1.94%	1.45% to 2.40%	-1.55% to -0.61%
2004	5,690	$9.68 to $9.85		$55,481	1.00%	1.45% to 2.40%	-0.10% to 0.82%
2003	7,680	$9.69 to $9.77		$74,677	(a)	1.45% to 2.40%	(a)
ING AllianceBernstein Mid Cap Growth Portfolio -
Service Class
2007	13	$13.63	to $13.90	$183	-	0.75% to 1.50%	9.21% to 9.97%
2006	46	$12.48	to $12.64	$577	-	0.75% to 1.50%	0.24% to 1.04%
2005	16	$12.45	to $12.51	$201	(c)	0.75% to 1.50%	(c)
2004	(c)		(c)	(c)	(c)	(c)	(c)
2003	(c)		(c)	(c)	(c)	(c)	(c)
ING American Funds Growth Portfolio
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%
2004	169	$10.49	to $10.50	$1,774	(b)	0.95% to 1.90%	(b)
2003	(b)		(b)	(b)	(b)	(b)	(b)
ING American Funds Growth-Income Portfolio
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%
2004	208	$10.36	to $10.37	$2,347	(b)	0.95% to 1.90%	(b)
2003	(b)		(b)	(b)	(b)	(b)	(b)

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 American Funds International Portfolio
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%
2004	856	$10.59	to $10.61	$9,074	(b)	0.95% to 1.90%	(b)
2003	(b)		(b)	(b)	(b)	(b)	(b)
ING BlackRock Large Cap Growth Portfolio -
Institutional Class
2007	4,435	$9.74 to $10.45		$43,667	(e)	0.75% to 1.90%	(e)
2006	(e)		(e)	(e)	(e)	(e)	(e)
2005	(e)		(e)	(e)	(e)	(e)	(e)
2004	(e)		(e)	(e)	(e)	(e)	(e)
2003	(e)		(e)	(e)	(e)	(e)	(e)
ING Evergreen Health Sciences Portfolio - Service Class
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	(c)	0.75% to 1.25%	(c)
2004	(c)		(c)	(c)	(c)	(c)	(c)
2003	(c)		(c)	(c)	(c)	(c)	(c)
ING Evergreen Omega Portfolio - Institutional Class
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	(c)	0.95% to 1.90%	(c)
2004	(c)		(c)	(c)	(c)	(c)	(c)
2003	(c)		(c)	(c)	(c)	(c)	(c)
ING FMRSM Diversified Mid Cap Portfolio -
Institutional Class
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	(d)	0.95% to 1.90%	(d)
2005	(d)		(d)	(d)	(d)	(d)	(d)
2004	(d)		(d)	(d)	(d)	(d)	(d)
2003	(d)		(d)	(d)	(d)	(d)	(d)

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 FMRSM Diversified Mid Cap Portfolio - Service
Class
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	(c)	0.75% to 1.25%	(c)
2004	(c)		(c)	(c)	(c)	(c)	(c)
2003	(c)		(c)	(c)	(c)	(c)	(c)
ING FMRSM Large Cap Growth Portfolio - Institutional
Class
2007	5,669	$10.12	to $11.07	$60,289	0.22%	0.75% to 1.90%	1.79% to 2.79%
2006	7,527	$10.04	to $10.77	$78,216	-	0.95% to 1.90%	0.95% to 1.89%
2005	2,299	$9.90 to $10.57		$25,074	(c)	0.95% to 1.90%	(c)
2004	(c)		(c)	(c)	(c)	(c)	(c)
2003	(c)		(c)	(c)	(c)	(c)	(c)
ING FMRSM Mid Cap Growth Portfolio - Service Class
2007	18	$9.71 to $9.86		$174	-	0.95% to 1.90%	-0.61% to 0.31%
2006	11	$9.77 to $9.83		$109	(d)	0.95% to 1.90%	(d)
2005	(d)		(d)	(d)	(d)	(d)	(d)
2004	(d)		(d)	(d)	(d)	(d)	(d)
2003	(d)		(d)	(d)	(d)	(d)	(d)
ING Franklin Income Portfolio - Service Class
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	(d)	0.95% to 1.90%	(d)
2005	(d)		(d)	(d)	(d)	(d)	(d)
2004	(d)		(d)	(d)	(d)	(d)	(d)
2003	(d)		(d)	(d)	(d)	(d)	(d)
ING Franklin Mutual Shares Portfolio - Service Class
2007	307	$11.85	to $11.92	$3,654	(e)	0.95% to 1.90%	(e)
2006	(e)		(e)	(e)	(e)	(e)	(e)
2005	(e)		(e)	(e)	(e)	(e)	(e)
2004	(e)		(e)	(e)	(e)	(e)	(e)
2003	(e)		(e)	(e)	(e)	(e)	(e)

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 Global Real Estate Portfolio - Service Class
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	(d)	0.95% to 1.90%	(d)
2005	(d)		(d)	(d)	(d)	(d)	(d)
2004	(d)		(d)	(d)	(d)	(d)	(d)
2003	(d)		(d)	(d)	(d)	(d)	(d)
ING Global Resources Portfolio - Service Class
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	(d)	0.95% to 1.90%	(d)
2005	(d)		(d)	(d)	(d)	(d)	(d)
2004	(d)		(d)	(d)	(d)	(d)	(d)
2003	(d)		(d)	(d)	(d)	(d)	(d)
ING JPMorgan Emerging Markets Equity Portfolio -
Institutional Class
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	(c)	1.25% to 1.40%	(c)
2004	(c)		(c)	(c)	(c)	(c)	(c)
2003	(c)		(c)	(c)	(c)	(c)	(c)
ING JPMorgan Emerging Markets Equity Portfolio -
Service Class
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	(c)	0.75% to 1.50%	(c)
2004	(c)		(c)	(c)	(c)	(c)	(c)
2003	(c)		(c)	(c)	(c)	(c)	(c)
ING JPMorgan Small Cap Core Equity Portfolio -
Institutional Class
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	(c)	0.95% to 1.90%	(c)
2004	(c)		(c)	(c)	(c)	(c)	(c)
2003	(c)		(c)	(c)	(c)	(c)	(c)

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 JPMorgan Small Cap Core Equity Portfolio -
Service Class
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	(c)	0.75%			(c)
2004	(c)		(c)		(c)	(c)		(c)		(c)
2003	(c)		(c)		(c)	(c)		(c)		(c)
ING JPMorgan Value Opportunities Portfolio -
Institutional Class
2007	2,233	$12.20	to	$12.51	$27,694	1.55%	0.95%	to	1.90%	-2.79% to -1.96%
2006	3,256	$12.55	to	$12.76	$41,313	0.72%	0.95%	to	1.90%	18.17% to 19.36%
2005	4,224	$10.62	to	$10.69	$45,057	(c)	0.95%	to	1.90%	(c)
2004	(c)		(c)		(c)	(c)		(c)		(c)
2003	(c)		(c)		(c)	(c)		(c)		(c)
ING JPMorgan Value Opportunities Portfolio -
Service Class
2007	236	$12.27	to	$12.32	$2,897	1.30%	1.25%	to	1.40%	-2.54% to -2.38%
2006	281	$12.59	to	$12.62	$3,543	0.35%	1.25%	to	1.40%	18.33% to 18.50%
2005	300	$10.64	to	$10.65	$3,197	(c)	1.25%	to	1.40%	(c)
2004	(c)		(c)		(c)	(c)		(c)		(c)
2003	(c)		(c)		(c)	(c)		(c)		(c)
ING Julius Baer Foreign Portfolio - Service Class
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%
2004	21	$11.72			$242	(b)	0.75%			(b)
2003	(b)		(b)		(b)	(b)		(b)		(b)
ING Legg Mason Value Portfolio - Institutional Class
2007	1,895	$10.94	to	$11.39	$21,314	-	0.95%	to	1.90%	-12.20% to -6.64%
2006	2,636	$11.95	to	$12.46	$31,996	-	0.95%	to	1.90%	4.73% to 5.81%
2005	3,079	$11.41	to	$11.53	$37,805	-	0.95%	to	1.90%	4.20% to 5.20%
2004	80	$10.95	to	$10.96	$882	(b)	0.95%	to	1.90%	(b)
2003	(b)		(b)		(b)	(b)		(b)		(b)

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 Legg Mason Value Portfolio - Service Class
2007	38	$11.21	to $11.36	$434	-	0.75% to 1.25%	-7.20% to -6.73%
2006	47	$12.08	to $12.18	$571	-	0.75% to 1.25%	5.23% to 5.73%
2005	64	$11.46	to $11.52	$731	(c)	0.75% to 1.50%	(c)
2004	(c)		(c)	(c)	(c)	(c)	(c)
2003	(c)		(c)	(c)	(c)	(c)	(c)
ING LifeStyle Aggressive Growth Portfolio - Service
Class
2007	175	$12.38	to $12.66	$2,201	0.93%	0.95% to 1.90%	1.39% to 2.26%
2006	101	$12.25	to $12.38	$1,239	0.10%	0.95% to 1.75%	16.11% to 17.01%
2005	50	$10.55	to $10.58	$532	(c)	0.95% to 1.75%	(c)
2004	(c)		(c)	(c)	(c)	(c)	(c)
2003	(c)		(c)	(c)	(c)	(c)	(c)
ING LifeStyle Growth Portfolio - Service Class
2007	671	$12.05	to $12.33	$8,193	1.04%	0.95% to 1.90%	1.86% to 2.92%
2006	738	$11.83	to $11.98	$8,785	0.58%	0.95% to 1.90%	13.31% to 14.31%
2005	220	$10.44	to $10.48	$2,302	(c)	0.95% to 1.90%	(c)
2004	(c)		(c)	(c)	(c)	(c)	(c)
2003	(c)		(c)	(c)	(c)	(c)	(c)
ING LifeStyle Moderate Growth Portfolio - Service
Class
2007	1,236	$11.79	to $12.06	$14,773	1.29%	0.95% to 1.90%	2.70% to 3.70%
2006	1,194	$11.48	to $11.63	$13,815	1.02%	0.95% to 1.90%	11.24% to 12.37%
2005	333	$10.32	to $10.35	$3,437	(c)	0.95% to 1.90%	(c)
2004	(c)		(c)	(c)	(c)	(c)	(c)
2003	(c)		(c)	(c)	(c)	(c)	(c)
ING LifeStyle Moderate Portfolio - Service Class
2007	1,051	$11.53	to $11.79	$12,276	1.67%	0.95% to 1.90%	3.04% to 3.97%
2006	924	$11.19	to $11.34	$10,417	1.26%	0.95% to 1.90%	9.28% to 10.42%
2005	383	$10.24 to $10.27		$3,932	(c)	0.95% to 1.90%	(c)
2004	(c)		(c)	(c)	(c)	(c)	(c)
2003	(c)		(c)	(c)	(c)	(c)	(c)

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 Lord Abbett Affiliated Portfolio - Institutional
Class
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	(d)	0.75% to 1.25%	(d)
2005	(d)		(d)	(d)	(d)	(d)	(d)
2004	(d)		(d)	(d)	(d)	(d)	(d)
2003	(d)		(d)	(d)	(d)	(d)	(d)
ING Lord Abbett Affiliated Portfolio - Service Class
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	(d)	0.95% to 1.90%	(d)
2005	(d)		(d)	(d)	(d)	(d)	(d)
2004	(d)		(d)	(d)	(d)	(d)	(d)
2003	(d)		(d)	(d)	(d)	(d)	(d)
ING Marsico Growth Portfolio - Service Class
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	(c)	0.75% to 1.25%	(c)
2004	(c)		(c)	(c)	(c)	(c)	(c)
2003	(c)		(c)	(c)	(c)	(c)	(c)
ING Marsico International Opportunities Portfolio -
Service Class
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	(c)	0.75% to 1.90%	(c)
2004	(c)		(c)	(c)	(c)	(c)	(c)
2003	(c)		(c)	(c)	(c)	(c)	(c)
ING MFS Total Return Portfolio - Institutional Class
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	(c)	0.95% to 1.90%	(c)
2004	(c)		(c)	(c)	(c)	(c)	(c)
2003	(c)		(c)	(c)	(c)	(c)	(c)

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 MFS Total Return Portfolio - Service Class
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%
2004	154	$12.39	to $12.85	$1,922	2.76%	0.75% to 1.50%	9.74% to 10.24%
2003	35	$11.29	to $11.33	$401	(a)	0.75% to 1.25%	(a)
ING MFS Utilities Portfolio - Service Class
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	(c)	0.75% to 1.50%	(c)
2004	(c)		(c)	(c)	(c)	(c)	(c)
2003	(c)		(c)	(c)	(c)	(c)	(c)
ING Oppenheimer Main Street Portfolio® - Institutional
Class
2007	234	$11.49	to $13.09	$3,002	1.21%	0.95% to 2.25%	2.57% to 3.56%
2006	246	$12.19 to $12.64		$3,092	1.44%	0.95% to 1.90%	13.09% to 14.08%
2005	140	$11.00	to $11.08	$1,589	(c)	0.95% to 1.90%	(c)
2004	(c)		(c)	(c)	(c)	(c)	(c)
2003	(c)		(c)	(c)	(c)	(c)	(c)
ING Oppenheimer Main Street Portfolio® - Service
Class
2007	6	$12.83	to $13.00	$77	1.63%	0.75% to 1.25%	3.42%
2006	13	$12.57		$168	0.38%	0.75%	14.07%
2005	2	$11.02		$27	(c)	0.75%	(c)
2004	(c)		(c)	(c)	(c)	(c)	(c)
2003	(c)		(c)	(c)	(c)	(c)	(c)
ING PIMCO High Yield Portfolio - Service Class
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	(c)	0.75% to 1.40%	(c)
2004	(c)		(c)	(c)	(c)	(c)	(c)
2003	(c)		(c)	(c)	(c)	(c)	(c)

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 Pioneer Equity Income Portfolio - Institutional
Class
2007	686	$9.07	to	$9.19	$6,290	(e)	0.75% to 1.50%	(e)
2006	(e)		(e)		(e)	(e)	(e)	(e)
2005	(e)		(e)		(e)	(e)	(e)	(e)
2004	(e)		(e)		(e)	(e)	(e)	(e)
2003	(e)		(e)		(e)	(e)	(e)	(e)
ING Pioneer Fund Portfolio - Institutional Class
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	(c)	0.95% to 1.90%	(c)
2004	(c)		(c)		(c)	(c)	(c)	(c)
2003	(c)		(c)		(c)	(c)	(c)	(c)
ING Pioneer Mid Cap Value Portfolio - Institutional
Class
2007	337	$11.02	to	$11.16	$3,758	0.11%	0.75% to 1.50%	4.99%
2006	3	$10.63			$36	(d)	0.75%	(d)
2005	(d)		(d)		(d)	(d)	(d)	(d)
2004	(d)		(d)		(d)	(d)	(d)	(d)
2003	(d)		(d)		(d)	(d)	(d)	(d)
ING Pioneer Mid Cap Value Portfolio - Service Class
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	(d)	0.95% to 1.75%	(d)
2005	(d)		(d)		(d)	(d)	(d)	(d)
2004	(d)		(d)		(d)	(d)	(d)	(d)
2003	(d)		(d)		(d)	(d)	(d)	(d)
ING T. Rowe Price Capital Appreciation Portfolio -
Service Class
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	(c)	0.75% to 1.25%	(c)
2004	(c)		(c)		(c)	(c)	(c)	(c)
2003	(c)		(c)		(c)	(c)	(c)	(c)

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)
ING T. Rowe Price Equity Income Portfolio - Service
Class
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%
2004	168	$13.81	to $14.63	$2,335	1.25%	0.75% to 1.50%	13.48% to 13.99%
2003	58	$12.17	to $12.22	$704	(a)	0.75% to 1.25%	(a)
ING Templeton Global Growth Portfolio - Service
Class
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	(d)	0.95% to 1.90%	(d)
2005	(d)		(d)	(d)	(d)	(d)	(d)
2004	(d)		(d)	(d)	(d)	(d)	(d)
2003	(d)		(d)	(d)	(d)	(d)	(d)
ING UBS U.S. Allocation Portfolio - Service Class
2007	502	$11.73	to $12.04	$5,992	2.02%	0.95% to 1.90%	-0.09% to 0.84%
2006	604	$11.74	to $11.94	$7,159	1.43%	0.95% to 1.90%	8.91% to 10.05%
2005	708	$10.78	to $10.85	$7,663	(c)	0.95% to 1.90%	(c)
2004	(c)		(c)	(c)	(c)	(c)	(c)
2003	(c)		(c)	(c)	(c)	(c)	(c)
ING Van Kampen Growth and Income Portfolio -
Service Class
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	(c)	0.75% to 1.50%	(c)
2004	(c)		(c)	(c)	(c)	(c)	(c)
2003	(c)		(c)	(c)	(c)	(c)	(c)
ING Van Kampen Real Estate Portfolio - Service Class
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	(d)	0.75% to 1.50%	(d)
2005	(d)		(d)	(d)	(d)	(d)	(d)
2004	(d)		(d)	(d)	(d)	(d)	(d)
2003	(d)		(d)	(d)	(d)	(d)	(d)

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)
ING VP Index Plus International Equity Portfolio -
Institutional Class
2007	2,589	$9.41 to $9.63		$24,842	(e)	0.75% to 1.90%	(e)
2006	(e)		(e)	(e)	(e)	(e)	(e)
2005	(e)		(e)	(e)	(e)	(e)	(e)
2004	(e)		(e)	(e)	(e)	(e)	(e)
2003	(e)		(e)	(e)	(e)	(e)	(e)
ING VP Index Plus International Equity Portfolio -
Service Class
2007	115	$11.60	to $11.70	$1,345	-	0.75% to 1.40%	6.60% to 7.34%
2006	887	$10.86	to $10.94	$9,676	(d)	0.75% to 1.90%	(d)
2005	(d)		(d)	(d)	(d)	(d)	(d)
2004	(d)		(d)	(d)	(d)	(d)	(d)
2003	(d)		(d)	(d)	(d)	(d)	(d)
ING Wells Fargo Disciplined Value Portfolio - Service
Class
2007	37	$10.06	to $10.31	$375	1.67%	0.75% to 1.75%	-5.36% to -4.45%
2006	21	$10.63	to $10.79	$225	(d)	0.75% to 1.75%	(d)
2005	(d)		(d)	(d)	(d)	(d)	(d)
2004	(d)		(d)	(d)	(d)	(d)	(d)
2003	(d)		(d)	(d)	(d)	(d)	(d)
ING Wells Fargo Small Cap Disciplined Portfolio -
Service Class
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	(d)	0.75% to 1.75%	(d)
2005	(d)		(d)	(d)	(d)	(d)	(d)
2004	(d)		(d)	(d)	(d)	(d)	(d)
2003	(d)		(d)	(d)	(d)	(d)	(d)
ING American Century Large Company Value
Portfolio - Service Class
2007	21	$12.57	to $12.93	$268	1.76%	0.75% to 1.25%	-3.23% to -2.78%
2006	14	$12.99	to $13.30	$187	0.28%	0.75% to 1.25%	17.88% to 18.43%
2005	12	$11.02	to $13.27	$130	1.16%	0.75% to 1.25%	0.00% to 0.54%
2004	35	$11.02	to $13.23	$387	1.06%	0.75% to 1.25%	8.68% to 9.19%
2003	17	$10.14	to $12.14	$179	0.65%	0.75% to 1.25%	29.67%

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)
ING American Century Small-Mid Cap Value
Portfolio - Service Class
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%
2004	77	$12.87	to $15.00	$1,034	-	0.75% to 1.50%	19.89% to 20.35%
2003	50	$10.81	to $12.48	$561	0.16%	0.75% to 1.25%	16.24% to 34.53%
ING Baron Asset Portfolio - Service Class
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	(d)	0.75% to 1.25%	(d)
2005	(d)		(d)	(d)	(d)	(d)	(d)
2004	(d)		(d)	(d)	(d)	(d)	(d)
2003	(d)		(d)	(d)	(d)	(d)	(d)
ING Baron Small Cap Growth Portfolio - Service Class
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%
2004	200	$14.37	to $16.22	$2,941	-	0.75% to 1.50%	26.05% to 27.04%
2003	119	$11.40	to $12.79	$1,381	-	0.75% to 1.50%	18.29% to 32.34%
ING Columbia Small Cap Value II Portfolio - Service
Class
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	(d)	0.75% to 1.90%	(d)
2005	(d)		(d)	(d)	(d)	(d)	(d)
2004	(d)		(d)	(d)	(d)	(d)	(d)
2003	(d)		(d)	(d)	(d)	(d)	(d)
ING Davis New York Venture Portfolio - Service Class
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%
2004	129	$11.05	to $13.75	$1,485	-	0.75% to 1.50%	6.87% to 7.64%
2003	113	$10.34	to $12.80	$1,215	0.75%	0.75% to 1.50%	39.53%

190

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 International Portfolio - Initial Class
2007	2,156	$11.64	to $34.69	$37,905	2.10%	0.75% to 1.90%	7.98% to 9.29%
2006	2,902	$10.78	to $31.74	$45,361	0.92%	0.75% to 1.90%	19.91% to 21.29%
2005	3,204	$8.99 to $26.17		$43,806	0.75%	0.75% to 1.90%	7.92% to 9.22%
2004	3,467	$8.33 to $23.96		$44,030	1.15%	0.75% to 1.90%	16.67% to 18.03%
2003	3,196	$7.14 to $20.30		$34,019	1.05%	0.75% to 1.90%	27.05% to 28.48%
ING JPMorgan Mid Cap Value Portfolio - Service
Class
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%
2004	154	$13.93	to $15.92	$2,215	0.21%	0.75% to 1.50%	18.76% to 19.71%
2003	55	$11.73	to $13.32	$678	0.48%	0.75% to 1.50%	28.46% to 29.02%
ING Legg Mason Partners Aggressive Growth
Portfolio - Initial Class
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%
2004	4,742	$5.17 to $14.90		$53,255	-	0.75% to 1.90%	7.71% to 8.92%
2003	5,581	$4.80 to $13.68		$58,639	-	0.75% to 1.90%	35.59% to 37.25%
ING Lord Abbett U.S. Government Securities
Portfolio - Initial Class
2007	1,011	$10.94	to $11.12	$11,164	4.84%	0.95% to 1.90%	5.29% to 6.31%
2006	1,107	$10.39	to $10.46	$11,549	(d)	0.95% to 1.90%	(d)
2005	(d)		(d)	(d)	(d)	(d)	(d)
2004	(d)		(d)	(d)	(d)	(d)	(d)
2003	(d)		(d)	(d)	(d)	(d)	(d)
ING Neuberger Berman Partners Portfolio - Initial
Class
2007	3,598	$10.99	to $11.28	$40,033	0.28%	0.95% to 2.25%	6.43% to 7.82%
2006	4,756	$10.30	to $10.49	$49,253	(d)	0.95% to 2.25%	(d)
2005	(d)		(d)	(d)	(d)	(d)	(d)
2004	(d)		(d)	(d)	(d)	(d)	(d)
2003	(d)		(d)	(d)	(d)	(d)	(d)

191

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 Neuberger Berman Partners Portfolio - Service
Class
2007	4	$11.23	to	$11.33	$47	(e)	0.75%	to	1.25%	(e)
2006	(e)		(e)		(e)	(e)		(e)		(e)
2005	(e)		(e)		(e)	(e)		(e)		(e)
2004	(e)		(e)		(e)	(e)		(e)		(e)
2003	(e)		(e)		(e)	(e)		(e)		(e)
ING Neuberger Berman Regency Portfolio - Service
Class
2007	13	$10.11	to	$10.25	$134	0.40%	0.95%	to	1.75%	0.50% to 1.38%
2006	37	$10.05	to	$10.11	$370	(d)	0.95%	to	1.90%	(d)
2005	(d)		(d)		(d)	(d)		(d)		(d)
2004	(d)		(d)		(d)	(d)		(d)		(d)
2003	(d)		(d)		(d)	(d)		(d)		(d)
ING OpCap Balanced Value Portfolio - Service Class
2007	65	$11.59	to	$14.68	$805	1.21%	0.75% to 1.50%			-5.46% to -4.68%
2006	90	$12.26	to	$15.43	$1,186	0.91%	0.75%	to	1.50%	8.88% to 9.60%
2005	121	$11.26	to	$14.11	$1,444	0.39%	0.75%	to	1.50%	1.17% to 1.94%
2004	180	$11.13	to	$13.87	$2,116	1.01%	0.75%	to	1.50%	8.69% to 9.42%
2003	116	$10.24	to	$12.69	$1,250	1.66%	0.75%	to	1.50%	28.66%
ING Oppenheimer Global Portfolio - Initial Class
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	(c)	0.75%	to	1.90%	(c)
2004	(c)		(c)		(c)	(c)		(c)		(c)
2003	(c)		(c)		(c)	(c)		(c)		(c)
ING Oppenheimer Strategic Income Portfolio - Initial
Class
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	(c)	0.75%	to	1.90%	(c)
2004	(c)		(c)		(c)	(c)		(c)		(c)
2003	(c)		(c)		(c)	(c)		(c)		(c)

192

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 Strategic Income Portfolio - Service
Class
2007	2	$11.51		$20	9.52%	1.25%	7.27%
2006	-	$10.73		$1	(d)	1.25%	(d)
2005	(d)		(d)	(d)	(d)	(d)	(d)
2004	(d)		(d)	(d)	(d)	(d)	(d)
2003	(d)		(d)	(d)	(d)	(d)	(d)
ING PIMCO Total Return Portfolio - Service Class
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%
2004	339	$11.18	to $11.50	$3,885	-	0.75% to 1.50%	2.73% to 3.60%
2003	237	$10.82	to $11.10	$2,613	3.68%	0.75% to 1.50%	0.93% to 3.26%
ING Pioneer High Yield Portfolio - Initial Class
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	(d)	0.75% to 1.25%	(d)
2005	(d)		(d)	(d)	(d)	(d)	(d)
2004	(d)		(d)	(d)	(d)	(d)	(d)
2003	(d)		(d)	(d)	(d)	(d)	(d)
ING Solution 2015 Portfolio - Service Class
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	(c)	0.75% to 1.25%	(c)
2004	(c)		(c)	(c)	(c)	(c)	(c)
2003	(c)		(c)	(c)	(c)	(c)	(c)
ING Solution 2025 Portfolio - Service Class
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	(c)	0.75% to 1.25%	(c)
2004	(c)		(c)	(c)	(c)	(c)	(c)
2003	(c)		(c)	(c)	(c)	(c)	(c)

193

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 2035 Portfolio - Service Class
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	(c)	$11.07		$3	(c)	1.25%	(c)
2004	(c)		(c)	(c)	(c)	(c)	(c)
2003	(c)		(c)	(c)	(c)	(c)	(c)
ING Solution 2045 Portfolio - Service Class
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	(c)	$11.27		$3	(c)	1.25%	(c)
2004	(c)		(c)	(c)	(c)	(c)	(c)
2003	(c)		(c)	(c)	(c)	(c)	(c)
ING Solution Income Portfolio - Service Class
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	(c)	1.25%	(c)
2004	(c)		(c)	(c)	(c)	(c)	(c)
2003	(c)		(c)	(c)	(c)	(c)	(c)
ING T. Rowe Price Diversified Mid Cap Growth
Portfolio - Initial Class
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	(c)	0.75% to 1.90%	(c)
2004	(c)		(c)	(c)	(c)	(c)	(c)
2003	(c)		(c)	(c)	(c)	(c)	(c)
ING T. Rowe Price Growth Equity Portfolio - Initial
Class
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%
2004	2,801	$12.62	to $25.72	$73,921	0.15%	0.75% to 1.50%	8.39% to 9.21%
2003	3,123	$11.57	to $23.71	$74,887	0.15%	0.75% to 1.50%	28.96% to 30.00%

194

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 Templeton Foreign Equity Portfolio - Service
Class
2007	121	$12.60	to $12.82	$1,538	1.07%	0.75% to 1.90%	13.00% to 14.36%
2006	64	$11.15	to $11.22	$715	(d)	0.75% to 1.90%	(d)
2005	(d)		(d)	(d)	(d)	(d)	(d)
2004	(d)		(d)	(d)	(d)	(d)	(d)
2003	(d)		(d)	(d)	(d)	(d)	(d)
ING Thornburg Value Portfolio - Initial Class
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%
2004	2,955	$6.18 to $27.61		$38,224	0.42%	0.75% to 1.90%	10.75% to 12.05%
2003	3,394	$5.58 to $24.64		$39,287	0.20%	0.75% to 1.90%	25.68% to 27.14%
ING UBS U.S. Large Cap Equity Portfolio - Initial
Class
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%
2004	3,631	$6.88 to $15.16		$43,678	0.77%	0.75% to 1.90%	12.60% to 13.90%
2003	3,988	$6.11 to $13.31		$42,940	0.57%	0.75% to 1.90%	22.69% to 24.04%
ING UBS U.S. Small Cap Growth Portfolio - Service
Class
2007	4	$9.95 to $10.09		$36	-	0.95% to 1.75%	2.90% to 3.81%
2006	3	$9.67 to $9.72		$29	(d)	0.95% to 1.75%	(d)
2005	(d)		(d)	(d)	(d)	(d)	(d)
2004	(d)		(d)	(d)	(d)	(d)	(d)
2003	(d)		(d)	(d)	(d)	(d)	(d)
ING Van Kampen Comstock Portfolio - Service Class
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%
2004	298	$12.18	to $14.32	$3,726	-	0.75% to 1.50%	15.23% to 15.84%
2003	83	$10.64	to $12.38	$899	0.77%	0.75% to 1.25%	28.04% to 28.69%

195

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 Equity and Income Portfolio -
Initial Class
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	(c)	0.75% to 1.90%	(c)
2004	(c)		(c)	(c)	(c)	(c)	(c)
2003	(c)		(c)	(c)	(c)	(c)	(c)
ING VP Strategic Allocation Conservative Portfolio -
Class I
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%
2004	926	$15.55	to $17.54	$18,730	1.82%	0.75% to 1.50%	6.50% to 7.15%
2003	1,031	$14.58	to $16.37	$19,422	2.31%	0.75% to 1.40%	12.05% to 12.82%
ING VP Strategic Allocation Growth Portfolio - Class I
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%
2004	771	$15.68	to $18.56	$15,631	1.04%	0.75% to 2.25%	10.33% to 11.20%
2003	813	$14.18	to $16.69	$14,808	0.87%	0.75% to 2.25%	22.52% to 23.45%
ING VP Strategic Allocation Moderate Portfolio -
Class I
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%
2004	1,065	$15.45	to $17.95	$20,822	1.30%	0.75% to 2.25%	8.74% to 9.38%
2003	948	$14.19	to $16.41	$16,937	1.41%	0.75% to 2.25%	17.79% to 18.57%
ING VP Growth and Income Portfolio - Class I
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%
2004	18,090	$6.94 to $216.86		$423,357	2.31%	0.75% to 2.25%	6.28% to 7.59%
2003	20,842	$6.53 to $202.58		$455,361	-	0.75% to 2.25%	-24.93% to 25.16%

196

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 1
2007	1,260	$10.92	to $11.41	$14,041	2.57%	1.45% to 2.40%	1.49% to 2.42%
2006	1,515	$10.76	to $11.14	$16,578	2.46%	1.45% to 2.40%	5.08% to 6.20%
2005	1,865	$10.24	to $10.49	$19,331	2.38%	1.45% to 2.40%	-0.78% to 0.10%
2004	2,214	$10.32	to $10.48	$23,042	0.68%	1.45% to 2.40%	0.98% to 1.95%
2003	2,531	$10.22	to $10.28	$25,945	(a)	1.45% to 2.40%	(a)
ING GET U.S. Core Portfolio - Series 2
2007	566	$10.61	to $11.06	$6,128	2.87%	1.45% to 2.40%	2.12% to 3.08%
2006	854	$10.39	to $10.73	$9,019	2.88%	1.45% to 2.40%	4.11% to 5.09%
2005	1,432	$9.98 to $10.21		$14,471	2.63%	1.45% to 2.40%	-1.58% to -0.58%
2004	1,939	$10.14	to $10.27	$19,803	0.10%	1.45% to 2.40%	1.20% to 2.19%
2003	2,442	$10.02	to $10.05	$24,501	(a)	1.45% to 2.40%	(a)
ING GET U.S. Core Portfolio - Series 3
2007	2,204	$10.34	to $10.76	$23,314	2.48%	1.45% to 2.40%	2.38% to 3.46%
2006	2,752	$10.10	to $10.40	$28,242	2.51%	1.45% to 2.40%	3.80% to 4.84%
2005	4,182	$9.73 to $9.92		$41,138	1.97%	1.45% to 2.40%	-1.62% to -0.70%
2004	5,491	$9.89 to $9.99		$54,614	-	1.45% to 2.40%	-1.00% to -0.10%
2003	196	$10.00		$1,965	(a)	0.95% to 1.75%	(a)
ING GET U.S. Core Portfolio - Series 4
2007	364	$10.88	to $11.29	$4,033	2.95%	1.45% to 2.40%	1.21% to 2.17%
2006	469	$10.75	to $11.05	$5,115	2.72%	1.45% to 2.40%	5.29% to 6.35%
2005	569	$10.21	to $10.39	$5,868	1.74%	1.45% to 2.40%	-1.16% to -0.19%
2004	788	$10.33	to $10.41	$8,173	(b)	1.45% to 2.40%	(b)
2003	(b)		(b)	(b)	(b)	(b)	(b)
ING GET U.S. Core Portfolio - Series 5
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%
2004	422	$10.44	to $10.50	$4,428	(b)	1.45% to 2.40%	(b)
2003	(b)		(b)	(b)	(b)	(b)	(b)

197

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 6
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%
2004	8,740	$10.06	to $10.09	$88,090	(b)	1.45% to 2.40%	(b)
2003	(b)		(b)	(b)	(b)	(b)	(b)
ING GET U.S. Core Portfolio - Series 7
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%
2004	5,702	$10.00		$57,015	(b)	0.95% to 1.90%	(b)
2003	(b)		(b)	(b)	(b)	(b)	(b)
ING GET U.S. Core Portfolio - Series 8
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	(c)	1.45% to 2.40%	(c)
2004	(c)		(c)	(c)	(c)	(c)	(c)
2003	(c)		(c)	(c)	(c)	(c)	(c)
ING GET U.S. Core Portfolio - Series 9
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	(c)	1.45% to 2.40%	(c)
2004	(c)		(c)	(c)	(c)	(c)	(c)
2003	(c)		(c)	(c)	(c)	(c)	(c)
ING GET U.S. Core Portfolio - Series 10
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	(c)	1.45% to 2.40%	(c)
2004	(c)		(c)	(c)	(c)	(c)	(c)
2003	(c)		(c)	(c)	(c)	(c)	(c)

198

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 11
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	(c)	0.95% to 1.90%	(c)
2004	(c)		(c)	(c)	(c)	(c)	(c)
2003	(c)		(c)	(c)	(c)	(c)	(c)
ING GET U.S. Core Portfolio - Series 12
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	(d)	1.45% to 2.40%	(d)
2005	(d)		(d)	(d)	(d)	(d)	(d)
2004	(d)		(d)	(d)	(d)	(d)	(d)
2003	(d)		(d)	(d)	(d)	(d)	(d)
ING GET U.S. Core Portfolio - Series 13
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	(d)	1.45% to 2.40%	(d)
2005	(d)		(d)	(d)	(d)	(d)	(d)
2004	(d)		(d)	(d)	(d)	(d)	(d)
2003	(d)		(d)	(d)	(d)	(d)	(d)
ING GET U.S. Core Portfolio - Series 14
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	(d)	0.95% to 1.25%	(d)
2005	(d)		(d)	(d)	(d)	(d)	(d)
2004	(d)		(d)	(d)	(d)	(d)	(d)
2003	(d)		(d)	(d)	(d)	(d)	(d)
ING VP Global Science and Technology Portfolio -
Class I
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%
2004	2,857	$3.56 to $11.96		$10,373	-	0.75% to 1.90%	-3.17% to -1.86%
2003	3,595	$3.66 to $12.23		$13,372	-	0.75% to 1.90%	42.64% to 44.62%

199

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 VP Growth Portfolio - Class I
2007	1,280	$6.72 to $19.23		$17,364	0.17%	0.75% to 1.90%	15.66% to 16.97%
2006	1,613	$5.81 to $16.44		$18,754	0.06%	0.75% to 1.90%	0.69% to 1.89%
2005	1,858	$5.77 to $16.14		$23,711	0.68%	0.75% to 1.90%	7.25% to 8.61%
2004	2,380	$5.38 to $14.86		$28,081	0.12%	0.75% to 1.90%	5.25% to 6.37%
2003	2,874	$5.11 to $13.97		$32,091	(a)	0.75% to 1.90%	27.75% to 29.46%
ING VP Index Plus LargeCap Portfolio - Class I
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%
2004	10,827	$7.87 to $19.33		$182,362	1.01%	0.75% to 2.25%	8.40% to 9.77%
2003	12,166	$7.26 to $17.61		$186,926	1.03%	0.75% to 2.25%	23.89% to 25.16%
ING VP Index Plus MidCap Portfolio - Class I
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%
2004	944	$14.59	to $20.23	$18,233	0.40%	0.75% to 1.50%	14.85% to 15.72%
2003	901	$12.63	to $17.49	$15,032	0.44%	0.75% to 1.50%	30.49% to 31.40%
ING VP Index Plus SmallCap Portfolio - Class I
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%
2004	592	$14.45	to $16.34	$8,963	0.14%	0.75% to 1.50%	20.22% to 21.21%
2003	538	$12.02	to $13.49	$6,712	0.16%	0.75% to 1.50%	34.15% to 35.13%
ING VP Small Company Portfolio - Class I
2007	2,343	$13.81	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%
2004	4,382	$10.72	to $23.05	$82,870	0.28%	0.75% to 1.90%	12.13% to 13.55%
2003	4,826	$9.56 to $20.30		$80,458	0.24%	0.75% to 1.90%	34.84% to 36.42%

200

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 VP Value Opportunity Portfolio - Class I
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%
2004	909	$12.23	to $18.71	$16,285	0.82%	0.75% to 1.50%	8.48% to 9.35%
2003	1,131	$11.21	to $17.11	$18,645	0.76%	0.75% to 1.50%	22.79% to 23.63%
ING VP Value Opportunity Portfolio - Class S
2007	68	$11.37	to $11.60	$784	1.62%	0.95% to 1.90%	0.80% to 1.75%
2006	105	$11.28	to $11.40	$1,192	1.49%	0.95% to 1.90%	13.60% to 14.69%
2005	145	$9.93 to $9.94		$1,436	(c)	0.95% to 1.90%	(c)
2004	(c)		(c)	(c)	(c)	(c)	(c)
2003	(c)		(c)	(c)	(c)	(c)	(c)
ING VP Financial Services Portfolio - Class I
2007	54	$11.76	to $12.08	$653	1.67%	0.75% to 1.50%	-13.72% to -13.16%
2006	31	$11.36	to $13.91	$426	1.19%	0.75% to 1.50%	16.06% to 16.60%
2005	11	$11.83	to $11.93	$126	(c)	0.75% to 1.25%	(c)
2004	(c)		(c)	(c)	(c)	(c)	(c)
2003	(c)		(c)	(c)	(c)	(c)	(c)
ING VP High Yield Bond Portfolio - Class I
2007	2,273	$10.47	to $10.74	$24,256	8.10%	0.95% to 2.25%	-0.48% to 0.94%
2006	3,105	$10.52	to $10.64	$32,955	(d)	0.95% to 2.25%	(d)
2005	(d)		(d)	(d)	(d)	(d)	(d)
2004	(d)		(d)	(d)	(d)	(d)	(d)
2003	(d)		(d)	(d)	(d)	(d)	(d)
ING VP International Value Portfolio - Class I
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%
2004	247	$11.76	to $13.22	$2,980	1.29%	0.75% to 1.50%	15.63% to 16.51%
2003	115	$10.17	to $11.37	$1,199	1.60%	0.75% to 1.50%	15.86% to 29.02%

201

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 VP MidCap Opportunities Portfolio - Class I
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%
2004	32	$10.28	to $13.84	$340	-	0.75% to 1.25%	10.18% to 10.69%
2003	96	$9.33 to $9.45		$905	-	0.75% to 1.25%	34.83% to 35.58%
ING VP MidCap Opportunities Portfolio - Class S
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%
2004	1,180	$8.94 to $9.26		$10,784	-	0.95% to 1.90%	9.02% to 10.11%
2003	818	$8.20 to $8.41		$6,818	-	0.95% to 1.90%	34.21% to 35.43%
ING VP Real Estate Portfolio - Class I
2007	84	$17.18	to $17.49	$1,460	2.08%	0.75% to 1.25%	-17.16% to -16.79%
2006	242	$20.61	to $21.02	$5,083	2.33%	0.75% to 1.50%	34.41% to 35.18%
2005	152	$15.43	to $15.55	$2,360	3.04%	0.75% to 1.25%	11.17% to 11.63%
2004	86	$13.88	to $13.93	$1,193	(b)	0.75% to 1.25%	(b)
2003	(b)		(b)	(b)	(b)	(b)	(b)
ING VP SmallCap Opportunities Portfolio - Class I
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%
2004	128	$7.42 to $12.78		$970	-	0.75% to 1.25%	8.80% to 9.42%
2003	202	$6.78 to $11.71		$1,392	-	0.75% to 1.50%	36.95% to 37.45%
ING VP SmallCap Opportunities Portfolio - Class S
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%
2004	765	$6.82 to $7.07		$5,342	-	0.95% to 1.90%	7.91% to 8.94%
2003	704	$6.32 to $6.49		$4,528	-	0.95% to 1.90%	35.62% to 37.21%

202

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 VP Balanced Portfolio - Class I
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%
2004	7,519	$9.85 to $26.84		$189,559	2.00%	0.75% to 2.25%	7.30% to 8.58%
2003	6,962	$9.18 to $24.72		$172,818	1.94%	0.75% to 2.25%	16.65% to 18.00%
ING VP Intermediate Bond Portfolio - Class I
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%
2004	7,665	$11.37	to $19.78	$137,880	7.97%	0.75% to 2.25%	2.91% to 4.11%
2003	8,243	$10.94	to $19.00	$143,435	1.80%	0.75% to 2.25%	4.22% to 5.51%
ING VP Money Market Portfolio - Class I
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%
2004	15,367	$10.10	to $14.51	$192,781	1.13%	0.75% to 2.25%	-0.88% to 0.35%
2003	13,149	$10.02	to $14.46	$173,894	1.89%	0.75% to 2.25%	-1.07% to 0.14%
Janus Aspen Series Balanced Portfolio - Institutional
Shares
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%
2004	9,164	$9.95 to $27.77		$156,790	2.08%	0.75% to 1.90%	6.53% to 7.72%
2003	11,471	$9.34 to $25.95		$186,531	2.17%	0.75% to 1.90%	-46.48% to 13.18%
Janus Aspen Series Flexible Bond Portfolio -
Institutional Shares
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%
2004	794	$11.46	to $21.38	$15,748	5.17%	0.75% to 1.50%	2.40% to 3.19%
2003	1,144	$11.13	to $20.72	$22,158	4.66%	0.75% to 1.50%	4.82% to 5.61%

203

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 Large Cap Growth Portfolio -
Institutional Shares
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%
2004	6,667	$5.85	to	$21.12	$84,481	0.13%	0.75%	to	1.90%	2.45%	to	3.70%
2003	8,493	$5.71	to	$20.49	$105,326	0.08%	0.75%	to	1.90%	29.19%	to	30.80%
Janus Aspen Series Mid Cap Growth Portfolio -
Institutional Shares
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%
2004	7,231	$4.59	to	$21.68	$94,264	-	0.75%	to	1.90%	18.30%	to	19.85%
2003	7,749	$3.88	to	$18.09	$88,717	-	0.75%	to	1.90%	32.77%	to	34.10%
Janus Aspen Series Worldwide Growth Portfolio -
Institutional Shares
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%
2004	10,934	$5.95	to	$23.00	$154,245	0.94%	0.75%	to	1.90%	2.76%	to	3.96%
2003	13,736	$5.79	to	$22.26	$190,923	1.05%	0.75%	to	1.90%	21.64%	to	23.07%
Lord Abbett Series Fund - Mid-Cap Value Portfolio -
Class VC
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%
2004	292	$12.45	to	$14.98	$3,732	0.40%	0.75%	to	1.50%	22.18%	to	23.12%
2003	117	$10.19	to	$12.20	$1,217	0.66%	0.75%	to	1.50%	3.85%	to	23.87%
Oppenheimer Global Securities/VA
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%
2004	2,073	$15.03	to	$23.47	$43,720	1.17%	0.75%	to	1.50%	17.37%	to	18.23%
2003	1,634	$12.73	to	$19.94	$29,539	0.55%	0.75%	to	1.50%	40.97%	to	41.96%

204

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 Fund®/VA
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%
2004	5,694	$8.27 to		$13.79	$68,396	0.85%	0.80%	to	2.25%	7.40%	to	8.45%
2003	5,799	$7.70 to		$12.76	$65,121	0.86%	0.95%	to	2.25%	24.19%	to	25.42%
Oppenheimer Main Street Small Cap Fund®/VA
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	(c)	0.75%	to	1.25%		(c)
2004	(c)		(c)		(c)	(c)		(c)			(c)
2003	(c)		(c)		(c)	(c)		(c)			(c)
Oppenheimer Mid Cap Fund/VA
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%
2004	3,156	$4.71 to		$15.29	$32,874	-	0.95%	to	1.90%	17.46%	to	18.63%
2003	3,313	$4.01 to		$12.93	$29,115	-	0.95%	to	1.90%	23.01%	to	24.42%
PIMCO Real Return Portfolio - Administrative Class
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%
2004	48	$10.82			$522	(b)	0.75%				(b)
2003	(b)		(b)		(b)	(b)		(b)			(b)
Pioneer Emerging Markets VCT Portfolio - Class I
2007	225	$12.71	to	$12.77	$2,870	(e)	0.75%	to	1.50%		(e)
2006	(e)		(e)		(e)	(e)		(e)			(e)
2005	(e)		(e)		(e)	(e)		(e)			(e)
2004	(e)		(e)		(e)	(e)		(e)			(e)
2003	(e)		(e)		(e)	(e)		(e)			(e)

205

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)
Pioneer High Yield VCT Portfolio - Class I
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%
2004	20	$10.68	$216	(b)	0.75%	(b)
2003	(b)	(b)	(b)	(b)	(b)	(b)
Wanger International Small Cap
2007	112	$10.46 to $10.51	$1,172	(e)	0.75% to 1.50%	(e)
2006	(e)	(e)	(e)	(e)	(e)	(e)
2005	(e)	(e)	(e)	(e)	(e)	(e)
2004	(e)	(e)	(e)	(e)	(e)	(e)
2003	(e)	(e)	(e)	(e)	(e)	(e)
Wanger Select
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	(b)	0.75% to 1.25%	9.61%
2004	22	$11.45	$249	(b)	0.75%	(b)
2003	(b)	(b)	(b)	(b)	(b)	(b)
Wanger U.S. Smaller Companies
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	(b)	0.75% to 1.25%	10.42%
2004	8	$11.61	$97	(b)	0.75%	(b)
2003	(b)	(b)	(b)	(b)	(b)	(b)

206

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

(a)	As investment Division had no investments until 2003, this data is not meaningful and is therefore not presented.
(b)	As investment Division had no investments until 2004, this data is not meaningful and is therefore not presented.
(c)	As investment Division had no investments until 2005, this data is not meaningful and is therefore not presented.
(d)	As investment Division had no investments until 2006, this data is not meaningful and is therefore not presented.
(e)	As investment Division had no investments until 2007, 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 4. 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.

207

ING Life Insurance and Annuity Company and Subsidiaries
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Index to Consolidated Financial Statements

Page

Report of Independent Registered Public Accounting Firm	C-2
Consolidated Financial Statements:
Consolidated Statements of Operations for the years ended
December 31, 2007, 2006, and 2005	C-3
Consolidated Balance Sheets as of
December 31, 2007 and 2006	C-4
Consolidated Statements of Changes in Shareholder's Equity
for the years ended December 31, 2007, 2006, and 2005	C-6
Consolidated Statements of Cash Flows for the years ended
December 31, 2007, 2006, and 2005	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, 2007 and 2006, 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, 2007. 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 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 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, 2007 and 2006, and the results of their operations and their cash flows for
each of the three years in the period ended December 31, 2007, in conformity with U.S.
generally accepted accounting principles.

As discussed in Note 14 to the financial statements, the Company restated 2006 and 2005
retained earnings (deficit), asset, and liability amounts presented in their consolidated balance
sheets and changes in shareholder’s equity.

/s/ Ernst & Young LLP

Atlanta, Georgia
March 25, 2008

C-2

ING Life Insurance and Annuity Company and Subsidiaries
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Consolidated Statements of Operations
(In millions)

	Year Ended December 31,
	2007	2006		2005
Revenue:
Net investment income	$ 1,054.7	$ 1,029.7	$ 1,037.1
Fee income	789.3	714.8		609.6
Premiums	46.8	37.5		43.2
Broker-dealer commission revenue	568.4	429.2		378.1
Net realized capital gains (losses)	(8.2)	3.0		22.0
Other income	0.9	15.7		7.7
Total revenue	2,451.9	2,229.9		2,097.7
Benefits and expenses:
Interest credited and other benefits
to contractowners	822.2	783.7		739.6
Operating expenses	652.2	568.3		524.3
Broker-dealer commission expense	568.4	429.2		378.1
Amortization of deferred policy acquisition
cost and value of business acquired	129.2	21.3		159.9
Interest expense	5.5	2.9		1.6
Total benefits and expenses	2,177.5	1,805.4		1,803.5
Income before income taxes	274.4	424.5		294.2
Income tax expense	56.0	122.7		21.5
Net income	$ 218.4	$ 301.8	$ 272.7

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

C-3

ING Life Insurance and Annuity Company and Subsidiaries
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Consolidated Balance Sheets
(In millions, except share data)

	As of December 31,
	2007	2006
		(Restated)
Assets
Investments:
Fixed maturities, available-for-sale, at fair value
(amortized cost of $13,374.7 at 2007 and $15,150.1 at 2006)	$ 13,316.3	$ 15,112.2
Equity securities, available-for-sale, at fair value
(cost of $440.1 at 2007 and $233.6 at 2006)	446.4	251.7
Mortgage loans on real estate	2,089.4	1,879.3
Policy loans	273.4	268.9
Limited partnerships/corporations	636.1	359.2
Other investments	202.7	39.7
Securities pledged (amortized cost of $940.2 at 2007 and $1,106.2 at 2006)	934.1	1,099.5
Total investments	17,898.4	19,010.5
Cash and cash equivalents	252.3	311.2
Short-term investments under securities loan agreement	183.9	283.1
Accrued investment income	168.3	180.4
Receivables for securities sold	5.6	90.1
Reinsurance recoverable	2,594.4	2,715.4
Deferred policy acquisition costs	728.6	622.6
Value of business acquired	1,253.2	1,340.2
Notes receivable from affiliate	175.0	175.0
Short-term loan to affiliate	-	45.0
Due from affiliates	10.6	9.1
Property and equipment	147.4	75.1
Other assets	112.1	73.8
Assets held in separate accounts	48,091.2	43,550.8
Total assets	$ 71,621.0	$ 68,482.3

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

C-4

ING Life Insurance and Annuity Company and Subsidiaries
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Consolidated Balance Sheets
(In millions, except share data)

	As of December 31,
	2007	2006
		(Restated)
Liabilities and Shareholder's Equity
Future policy benefits and claims reserves	$ 18,569.1	$ 19,984.1
Payables for securities purchased	0.2	42.6
Payables under securities loan agreement	165.1	283.1
Notes payable	9.9	-
Borrowed money	738.4	833.2
Due to affiliates	130.7	82.8
Current income taxes	56.8	59.8
Deferred income taxes	275.9	261.1
Other liabilities	542.7	371.1
Liabilities related to separate accounts	48,091.2	43,550.8
Total liabilities	68,580.0	65,468.6
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	4,159.3	4,299.5
Accumulated other comprehensive loss	(33.8)	(14.0)
Retained earnings (deficit)	(1,087.3)	(1,274.6)
Total shareholder's equity	3,041.0	3,013.7
Total liabilities and shareholder's equity	$ 71,621.0	$ 68,482.3

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

C-5

ING Life Insurance and Annuity Company and Subsidiaries
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Consolidated Statements of Changes in Shareholder’s Equity
(In millions)

		Accumulated	Retained	Total
	Additional	Other	Earnings	Shareholder's
Common	Paid-In	Comprehensive	(Deficit)	Equity
Stock	Capital	Income (Loss)	(Restated)	(Restated)

Balance at December 31, 2004
Prior period adjustment ($43.1 pretax)
Balance at January 1, 2005
Comprehensive income:

$ 2.8	$ 4,566.8	$ 67.1	$ (1,877.1)	$ 2,759.6
-	-	-	28.0	28.0
2.8	4,566.8	67.1	(1,849.1)	2,787.6

Net income	-	-	-	272.7	272.7
Other comprehensive loss, net of tax:
Change in net unrealized capital gains (losses)
on securities ($(108.4) pretax)	-	-	(77.5)	-	(77.5)
Minimum pension liability ($(1.1) pretax)	-	-	5.1	-	5.1
Total comprehensive income					200.3
Dividends paid	-	(20.5)	-	-	(20.5)
Employee share-based payments	-	3.3	-	-	3.3
Balance at December 31, 2005	2.8	4,549.6	(5.3)	(1,576.4)	2,970.7
Comprehensive income:
Net income	-	-	-	301.8	301.8
Other comprehensive loss, net of tax:
Change in net unrealized capital gains (losses)
on securities ($(23.4) pretax)	-	-	(10.7)	-	(10.7)
Pension liability and FAS No. 158
transition adjustment ($3.9 pretax)	-	-	2.5	-	2.5
					293.6
Total comprehensive income
Cumulative effect of change in accounting
principle ($(0.8) pretax)			(0.5)	-	(0.5)
Dividends paid	-	(256.0)	-	-	(256.0)
Employee share-based payments	-	5.9	-	-	5.9
Balance at December 31, 2006	2.8	4,299.5	(14.0)	(1,274.6)	3,013.7
Cumulative effect of change in
accounting principle	-	-	-	(31.1)	(31.1)
Balance at January 1, 2007	2.8	4,299.5	(14.0)	(1,305.7)	2,982.6
Comprehensive income:
Net income	-	-	-	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

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

C-6

ING Life Insurance and Annuity Company and Subsidiaries
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Consolidated Statements of Cash Flows
(In millions)

	Year Ended December 31,
	2007	2006		2005
Cash Flows from Operating Activities:
Net income	$ 218.4	$ 301.8	$ 272.7
Adjustments to reconcile net income to
net cash provided by operating activities:
Capitalization of deferred policy acquisition costs, value
of business acquired, and sales inducements	(193.4)	(191.0)		(174.0)
Amortization of deferred policy acquisition costs,
value of business acquired, and sales inducements	133.9	25.9		165.8
Net accretion/decretion of discount/premium	72.7	83.8		115.5
Future policy benefits, claims reserves, and
interest credited	599.0	662.5		634.2
Provision for deferred income taxes	30.4	75.6		11.0
Net realized capital losses (gains)	8.2	(3.0)		(22.0)
Depreciation	18.2	12.6		12.0
Change in:
Accrued investment income	12.1	23.2		(21.6)
Reinsurance recoverable	121.0	81.3		104.6
Other receivable and assets accruals	(37.0)	(20.1)		2.6
Due to/from affiliates	46.4	20.4		4.6
Other payables and accruals	17.8	86.3		(49.8)
Other, net	(16.4)	5.9		3.3
Net cash provided by operating activities	1,031.3	1,165.2		1,058.9
Cash Flows from Investing Activities:
Proceeds from the sale, maturity, or redemption of:
Fixed maturities, available-for-sale	10,235.6	10,355.2		19,232.3
Equity securities, available-for-sale	113.8	91.7		119.8
Mortgage loans on real estate	205.4	197.0		179.0
Acquisition of:
Fixed maturities, available-for-sale	(8,425.5)	(8,802.1)		(19,435.9)
Equity securities, available-for-sale	(243.9)	(149.1)		(120.4)
Mortgage loans on real estate	(415.1)	(680.3)		(484.8)
Policy loans	(4.5)	(6.5)		0.3
Derivatives, net	32.2	1.4		4.2
Limited partnerships, net	(279.5)	(237.6)		(46.3)
Other investments	(182.1)	(4.0)		(1.5)
Purchases of property and equipment, net	(90.5)	(54.5)		(14.2)
Net cash provided by (used in) investing activities	945.9	711.2		(567.5)

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

C-7

ING Life Insurance and Annuity Company and Subsidiaries
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Consolidated Statements of Cash Flows
(In millions)

	Year Ended December 31,
	2007	2006		2005
Cash Flows from Financing Activities:
Deposits received for investment contracts	1,600.0	1,875.7		2,024.2
Maturities and withdrawals from investment contracts	(3,451.2)	(3,420.7)		(2,237.5)
Short-term loans to affiliates	45.0	86.0		(106.0)
Short-term borrowings	(94.8)	(107.9)		(116.3)
Notes payable	9.9	-		-
Dividends to Parent	(145.0)	(256.0)		(20.5)
Net cash used in financing activities	(2,036.1)	(1,822.9)		(456.1)
Net (decrease) increase in cash and cash equivalents	(58.9)	53.5		35.3
Cash and cash equivalents, beginning of year	311.2	257.7		222.4
Cash and cash equivalents, end of year	$ 252.3	$ 311.2	$ 257.7
Supplemental cash flow information:
Income taxes paid, net	$ 45.1	$ 37.6	$ 47.1
Interest paid	$ 44.6	$ 40.8	$ 32.0

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 in
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 December 1, 2006, Lion contributed to ILIAC, Directed Services, Inc. (“DSI”), a
New York corporation registered as a broker-dealer under the Securities Exchange Act of
1934 and as an investment advisor under the Investment Advisors Act of 1940, whose
primary functions were the distribution of variable insurance products and investment
advisory services for open-end mutual funds. Additionally, on December 12, 2006,
ILIAC organized DSL as a wholly-owned Delaware limited liability company. On
December 31, 2006, DSI merged with and into DSL and ceased to exist. Upon merger,
the operations and broker-dealer and investment advisor registrations of DSI were
consolidated into DSL, the surviving company. Effective January 1, 2007, ILIAC’s
investment advisory agreement with certain variable funds offered in Company products
was assigned to DSL.

Statement of Financial Accounting Standards (“FAS”) No. 141, “Business
Combinations”, excludes transfers of net assets or exchanges of shares between entities
under common control, and notes that certain provisions under Accounting Principles
Board (“APB”) Opinion No. 16, “Business Combinations”, provide a source of guidance
for such transactions. In accordance with APB Opinion No. 16, financial information of
the combined entity is presented as if the entities had been combined for the full year, and
all comparative financial statements are restated and presented as if the entities had
previously been combined, in a manner similar to a pooling-of-interests. The
consolidated financial statements give effect to the DSL consolidation transactions as if
they had occurred on January 1, 2004 and include the following:

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)

	2006		2005
Total revenue	$ 594.9		$ 507.7
Net income		35.8		28.2
Additional paid-in capital:
Dividends paid		25.0		20.5
Employee share-based payments		0.1		0.2

On May 11, 2006, ILIAC organized NWL as a wholly-owned subsidiary for the purpose
of purchasing, constructing, developing, leasing, and managing a new corporate office
facility to be located at One Orange Way, Windsor, Connecticut (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.

Description of Business

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

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 investment
advisory services and pension and retirement savings plan administrative services.

The Company has one operating segment.

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)

Recently Adopted Accounting Standards

Accounting for Uncertainty in Income Taxes

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

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

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

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

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

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)

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

Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans

In September 2006, the FASB issued FAS No. 158, “Employers' Accounting for Defined
Benefit Pension and Other Postretirement Plans - An Amendment of FASB Statements
No. 87, 88, 106, and 132R” (“FAS No. 158”). FAS No. 158 requires an employer to:

§	Recognize in the statement of financial position, an asset for a plan’s overfunded status or a liability for a plan’s underfunded status;
§	Measure a plan’s assets and obligations that determine its funded status as of the end of the fiscal year; and
§	Recognize changes in the funded status of a defined benefit postretirement plan in the year in which the changes occur, reporting such changes in comprehensive income.

On December 31, 2006, the Company adopted the recognition and disclosure provisions
of FAS No. 158. The effect of adopting FAS No. 158 on the Company’s financial
condition at December 31, 2006 is included in the accompanying consolidated financial
statements. FAS No. 158 did not have a significant effect on the Company’s financial
condition at December 31, 2006. The provisions regarding the change in the
measurement date of postretirement benefit plans are not applicable, as the Company
already uses a measurement date of December 31 for its pension plans.

The incremental effects of adopting the provisions of FAS No. 158 on the Company’s
Consolidated Balance Sheets at December 31, 2006 was $(0.5) .

Accounting for Certain Hybrid Financial Instruments

In February 2006, the FASB issued FAS No. 155, “Accounting for Certain Hybrid
Financial Instruments - an amendment of FASB Statements No. 133 and 140” (“FAS No.
155”), which permits the application of fair value accounting to certain hybrid financial
instruments in their entirety if they contain embedded derivatives that would otherwise
require bifurcation under FAS No. 133, “Accounting for Derivative Instruments and
Hedging Activities” (“FAS No. 133”). Under this approach, changes in fair value would
be recognized currently in earnings. In addition, FAS No. 155 does the following:

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 which interest-only strips and principal-only strips are not subject to derivative accounting under FAS No. 133;
§	Requires that interests in securitized financial assets be analyzed to identify interests that are freestanding derivatives or that are hybrid instruments that contain embedded derivatives requiring bifurcation;
§	Clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives; and
§	Allows a qualifying special-purpose entity to hold derivative financial instruments that pertain to beneficial interests, other than another derivative financial instrument.

FAS No. 155 was adopted by the Company on January 1, 2007, and is effective for all
instruments acquired, issued, or subject to a remeasurement event, occurring on or after
that date. The adoption of FAS No. 155 did not have a material effect on the Company’s
financial position, results of operations, or cash flows.

New Accounting Pronouncements

Business Combinations

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

§	Acquisition-related costs to be recognized separately and generally expensed;
§	Non-obligatory restructuring costs to be recognized separately when the liability is incurred;
§	Contractual contingencies acquired to be recorded at acquisition-date fair values;
§	A bargain purchase, which occurs when the fair value of net assets acquired exceeds the consideration transferred plus any non-controlling interest in the acquiree, to be recognized as a gain; and
§	The nature and financial effects of the business combination to be disclosed.

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

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

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)

The Fair Value Option for Financial Assets and Financial Liabilities

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

§	Certain recognized financial assets and liabilities;
§	Rights and obligations under certain insurance contracts that are not financial instruments;
§	Host financial instruments resulting from the separation of an embedded nonfinancial derivative instrument from a nonfinancial hybrid instrument; and
§	Certain commitments.

FAS No. 159 is effective for fiscal years beginning after November 15, 2007. As of the
effective date, the fair value option may be elected for eligible items that exist on that
date. The effect of the first remeasurement to fair value shall be reported as a cumulative
effect adjustment to the opening balance of Retained earnings (deficit). The Company
will not be electing the fair value option for any eligible assets or liabilities in existence
on January 1, 2008.

Fair Value Measurements

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

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

The provisions of FAS No. 157 are effective for financial statements issued for fiscal
years beginning after November 15, 2007. The Company is in the process of determining
the impact of adoption of FAS No. 157.

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)

Use of Estimates

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

Reclassifications

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

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, money market instruments, and other
debt issues with a maturity of 90 days or less when purchased.

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 for related changes in experience-rated contract allocations, DAC,
VOBA, and deferred income taxes.

Other-Than-Temporary Impairments

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

In addition, the Company invests in structured securities that meet the criteria of the
Emerging Issues Task Force (“EITF”) Issue No. 99-20 “Recognition of Interest Income
and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial
Assets” (“EITF 99-20”). Under EITF 99-20, a further determination of the required
impairment is based on credit risk and the possibility of significant prepayment risk that
restricts the Company’s ability to recover the investment. An impairment is recognized if
the fair value of the security is less than amortized cost and there has been adverse
change in cash flow since the last remeasurement date.

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)

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

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 for unrealized capital gains (losses), and related income taxes.

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

The fair value for fixed maturities is largely determined by one of two pricing methods:
published price quotations or valuation techniques with market inputs. Security pricing is
applied using a hierarchy or “waterfall” approach, whereby prices are first sought from
published price quotations, including independent pricing services or broker-dealer
quotations. Published price quotations may be unavailable or deemed unreliable due to a
limited market for securities that are rarely traded or are traded only in privately
negotiated transactions. As such, fair values for the remaining securities, consisting
primarily of privately placed bonds, are then determined using risk-free interest rates,
current corporate spreads, the credit quality of the issuer, and cash flow characteristics of
the security.

The fair values for actively traded equity securities are based on quoted market prices.
For equity securities not actively traded, estimated fair values are based upon values of
issues of comparable yield and quality or conversion value, where applicable.

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)

Mortgage loans on real estate are reported at amortized cost, less impairment write-
downs. If the value of any mortgage loan is determined to be impaired (i.e., when it is
probable 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 the present value of expected cash flows from the loan, discounted at the
loan’s effective interest rate, or fair value of the collateral. If the loan is in foreclosure,
the carrying value is reduced to the fair value of the underlying collateral, net of
estimated costs to obtain and sell. The carrying value of the impaired loans is reduced by
establishing a permanent write-down recorded in Net realized capital gains (losses). At
December 31, 2007 and 2006, the Company had no allowance for mortgage loan credit
losses. The properties collateralizing mortgage loans are geographically dispersed
throughout the United States, with the largest concentration of and 16.8% and 17.7% of
properties in California at December 31, 2007 and 2006, respectively.

Policy loans are carried at unpaid principal balances.

Short-term investments, consisting primarily of money market instruments and other
fixed maturity issues purchased with an original maturity of 91 days to one year, are
considered available-for-sale and are carried at fair value.

Derivative instruments are reported at fair value primarily using the Company’s
derivative accounting system. The system uses key financial data, such as yield curves,
exchange rates, Standard & Poor’s (“S&P”) 500 Index prices, and London Inter Bank
Offered Rates (“LIBOR”), which are obtained from third party sources and uploaded into
the system. For those derivatives that are unable to be valued by the accounting system,
the Company typically utilizes values established by third party brokers. Embedded
derivative instruments are reported at fair value based upon internally established
valuations that are consistent with external valuation models or market quotations.

Repurchase Agreements

The Company engages in dollar repurchase agreements (“dollar rolls”) and repurchase
agreements to increase the return on investments and improve liquidity. These
transactions involve a sale of securities and an agreement to repurchase substantially the
same securities as those sold. Company policies require a minimum of 95% of the fair
value of securities pledged under dollar rolls and repurchase agreement transactions to be
maintained as collateral. Cash collateral received is invested in fixed maturities, and the
carrying value of the securities pledged in dollar rolls and repurchase agreement
transactions is included in Securities pledged on the Consolidated Balance Sheets. The
repurchase obligation related to dollar rolls and repurchase agreements is included in
Borrowed money on the Consolidated Balance Sheets.

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)

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 policies require a minimum of 102% of the fair value of securities
pledged under reverse repurchase agreements to be pledged as collateral. Reverse
repurchase agreements are included in Cash and cash equivalents on the Consolidated
Balance Sheets.

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.

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 FAS No. 133, as the Company has not historically sought
hedge accounting treatment.

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.

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- 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.

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)

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.

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 net cash flows embedded in the Company’s
contracts.

FAS No. 97 applies to universal life and investment-type products, such as fixed and
variable deferred annuities. Under FAS No. 97, 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 Statement of
Position 05-1.

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. 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.

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-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)

As a result of implementing SOP 05-1, the Company recognized a cumulative effect of
change in accounting principle of $43.4, before tax, or $28.2, net of $15.2 of income
taxes, as a reduction to January 1, 2007 Retained earnings (deficit).

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.

At December 31, 2007 and 2006, total accumulated depreciation and amortization was
$120.7 and $107.5, 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.

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)

	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. Reserves
interest rates vary by product and ranged from 1.6% to 7.8% for the years 2007, 2006,
and 2005. Certain reserves also include unrealized gains and losses related to
investments and unamortized realized gains and losses on investments for experience-
rated contracts. Reserves on experienced-rated contracts reflect the rights of
contractowners, plan participants, and the Company. Reserves for group immediate
annuities without life contingent payouts are equal to the discount value of the payment at
the implied break-even rate.

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 2007, 2006, and 2005, reserve
interest rates ranged from 5.1% to 5.9% .

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 arrangement with certain subsidiaries of Lincoln National Corporation
(“Lincoln”). Effective March 1, 2007, the reinsurance agreements were assigned to a
single subsidiary of Lincoln, and that subsidiary established a trust to secure its
obligations to the Company under the reinsurance transaction. 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.

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.

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)

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.

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.

Separate account assets and liabilities are carried at fair value and shown as separate
captions in the Consolidated Balance Sheets. Deposits, investment income, and net
realized and unrealized capital gains (losses) of the separate accounts, however, are not
reflected in the Consolidated Statements of Operations (with the exception of realized
and unrealized capital gains (losses) on the assets supporting the guaranteed interest
option). The Consolidated Statements of Cash Flows do not reflect investment activity of
the separate accounts.

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)

Assets and liabilities of separate account arrangements that do not meet the 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, 2007 and 2006,
unrealized capital losses of $11.0 and $7.3, 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.

Of the Reinsurance recoverable on the Consolidated Balance Sheets, $2.6 billion and
$2.7 billion at December 31, 2007 and 2006, respectively, is related to the reinsurance
recoverable from certain subsidiaries of Lincoln arising from the disposal of the
Company’s individual life insurance business in 1998 (see the Reinsurance footnote).
Effective March 1, 2007, the reinsurance agreements were assigned to a single subsidiary
of Lincoln, and that subsidiary established a trust to secure its obligations to the
Company under the reinsurance transaction.

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-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)

2.	Investments
	Fixed Maturities and Equity Securities
	Fixed maturities and equity securities, available-for-sale, were as follows as of
	December 31, 2007.
				Gross	Gross
				Unrealized	Unrealized
			Amortized	Capital	Capital	Fair
			Cost	Gains	Losses	Value
	Fixed maturities:
	U.S. Treasuries	$ 11.2		$ 0.7	$ -	$ 11.9
	U.S. government agencies and authorities		0.6	-	-	0.6
	State, municipalities, and political subdivisions		66.1	0.1	2.2	64.0
	U.S. corporate securities:
	Public utilities		1,049.1	10.8	15.6	1,044.3
	Other corporate securities		3,855.1	46.1	65.2	3,836.0
	Total U.S. corporate securities		4,904.2	56.9	80.8	4,880.3
	Foreign securities(1):
	Government		379.3	17.1	6.6	389.8
	Other		1,955.8	29.9	40.3	1,945.4
	Total foreign securities		2,335.1	47.0	46.9	2,335.2
	Residential mortgage-backed securities		4,146.1	101.8	63.5	4,184.4
	Commercial mortgage-backed securities		1,927.3	10.7	52.3	1,885.7
	Other asset-backed securities		924.3	5.5	41.5	888.3
	Total fixed maturities, including
	securities pledged		14,314.9	222.7	287.2	14,250.4
	Less: securities pledged		940.2	8.0	14.1	934.1
	Total fixed maturities		13,374.7	214.7	273.1	13,316.3
	Equity securities		440.1	13.8	7.5	446.4
	Total investments, available-for-sale	$ 13,814.8		$ 228.5	$ 280.6	$ 13,762.7
	(1) Primarily U.S. dollar denominated.

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)

Fixed maturities and equity securities, available-for-sale, were as follows as of
December 31, 2006.

		Gross	Gross
		Unrealized	Unrealized
	Amortized	Capital	Capital	Fair
	Cost	Gains	Losses	Value
Fixed maturities:
U.S. Treasuries	$ 25.5	$ 0.1	$ -	$ 25.6
U.S. government agencies and authorities	276.6	3.6	3.3	276.9
State, municipalities, and political subdivisions	45.4	1.1	0.1	46.4
U.S. corporate securities:
Public utilities	1,111.4	9.1	15.7	1,104.8
Other corporate securities	4,281.8	47.6	62.3	4,267.1
Total U.S. corporate securities	5,393.2	56.7	78.0	5,371.9
Foreign securities(1):
Government	466.0	31.8	3.5	494.3
Other	2,000.4	28.3	33.3	1,995.4
Total foreign securities	2,466.4	60.1	36.8	2,489.7
Residential mortgage-backed securities	4,529.8	52.4	82.2	4,500.0
Commercial mortgage-backed securities	2,261.3	14.0	28.6	2,246.7
Other asset-backed securities	1,258.1	6.5	10.1	1,254.5
Total fixed maturities, including
securities pledged	16,256.3	194.5	239.1	16,211.7
Less: securities pledged	1,106.2	6.4	13.1	1,099.5
Total fixed maturities	15,150.1	188.1	226.0	15,112.2
Equity securities	233.6	20.4	2.3	251.7
Total investments, available-for-sale	$ 15,383.7	$ 208.5	$ 228.3	$ 15,363.9

⁽¹⁾ Primarily U.S. dollar denominated.

At December 31, 2007 and 2006, net unrealized losses were $58.2 and $26.5,
respectively, on total fixed maturities, including securities pledged to creditors, and
equity securities. At December 31, 2007 and 2006, $16.4 and $52.4, respectively, of net
unrealized capital gains (losses) was related to experience-rated contracts and was not
reflected in Shareholder’s equity but in Future policy benefits and claim reserves.

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)

The amortized cost and fair value of total fixed maturities as of December 31, 2007, 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	$ 363.4	$ 363.6
After one year through five years	2,440.7	2,451.6
After five years through ten years	2,779.9	2,761.2
After ten years	1,733.2	1,715.6
Mortgage-backed securities	6,073.4	6,070.1
Other asset-backed securities	924.3	888.3
Less: securities pledged	940.2	934.1
Fixed maturities, excluding securities pledged	$ 13,374.7	$ 13,316.3

The Company did not have any investments in a single issuer, other than obligations of
the U.S. government and government agencies, with a carrying value in excess of 10% of
the Company’s Shareholder’s equity at December 31, 2007 or 2006.

At December 31, 2007 and 2006, fixed maturities with fair values of $13.9 and $11.2,
respectively, were on deposit as required by regulatory authorities.

The Company invests in various categories of collateralized mortgage obligations
(“CMOs”) that are subject to different degrees of risk from changes in interest rates and,
for CMOs that are not agency-backed, 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, 2007 and 2006,
approximately 11.3% and 8.4%, 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.

Equity Securities

Equity securities, available-for-sale, included investments with fair values of $279.5 and
$219.5 in ING proprietary funds as of December 31, 2007 and 2006, respectively.

Repurchase Agreements

The Company engages in dollar repurchase agreements (“dollar rolls”) and repurchase
agreements. At December 31, 2007 and 2006, the carrying value of the securities
pledged in dollar rolls and repurchase agreement transactions was $757.6 and $832.4,
respectively. The repurchase obligation related to dollar rolls and repurchase agreements
totaled $734.8 and $833.2 at December 31, 2007 and 2006, respectively.

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 engages in reverse repurchase agreements. At December 31, 2007
and 2006, the Company did not have any 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,
2007 and 2006. The Company believes the counterparties to the dollar rolls, repurchase,
and reverse repurchase agreements are financially responsible and that the counterparty
risk is minimal.

Unrealized Capital Losses

Unrealized capital losses in fixed maturities at December 31, 2007 and 2006, were
primarily related to interest rate movement or spread widening to mortgage and other
asset-backed securities. Mortgage and other asset-backed securities include U.S.
government-backed securities, principal protected securities, and structured securities,
which did not have an adverse change in cash flows. The following table summarizes the
unrealized capital losses by duration and reason, along with the fair value of fixed
maturities, including securities pledged, in unrealized capital loss positions at
December 31, 2007 and 2006.

	Less than	More than	More than
	Six	Six Months	Twelve
	Months	and less than	Months	Total
	Below	Twelve Months	Below	Unrealized
	Amortized	Below Amortized	Amortized	Capital
2007	Cost	Cost	Costs	Loss
Interest rate or spread widening	$ 18.8	$ 62.3	$ 48.8	$ 129.9
Mortgage and other
asset-backed securities	30.1	69.0	58.2	157.3
Total unrealized capital losses	$ 48.9	$ 131.3	$ 107.0	$ 287.2
Fair value	$ 2,256.2	$ 2,217.7	$ 3,612.1	$ 8,086.0

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)

	Less than	More than	More than
	Six	Six Months	Twelve
	Months	and less than	Months	Total
	Below	Twelve Months	Below	Unrealized
	Amortized	Below Amortized	Amortized	Capital
2006	Cost	Cost	Costs	Loss
Interest rate or spread widening	$ 10.8	$ 4.8	$ 102.6	$ 118.2
Mortgage and other
asset-backed securities	11.0	2.5	107.4	120.9
Total unrealized capital losses	$ 21.8	$ 7.3	$ 210.0	$ 239.1
Fair value	$ 2,447.4	$ 501.5	$ 6,726.2	$ 9,675.1

Of the unrealized capital losses aged more than twelve months, the average market value
of the related fixed maturities is 96.9% of the average book value. In addition, this
category includes 761 securities, which have an average quality rating of AA. No other-
than-temporary impairment loss was considered necessary for these fixed maturities as of
December 31, 2007.

Other-Than-Temporary Impairments

The following table identifies the Company’s other-than-temporary impairments by type
for the years ended December 31, 2007, 2006, and 2005.

Limited partnerships

U.	S. Treasuries
U.	S. corporate

Foreign

2007		2006		2005
	No. of		No. of		No. of
Impairment	Securities	Impairment	Securities	Impairment	Securities
$ 3.0	1	$ -	-	$ -	-
-	-	6.4	4	0.1	2
36.3	113	24.4	67	3.9	15
19.1	54	4.2	10	0.3	1

Residential mortgage-backed	7.1	30	16.6	76	44.7	82
Other asset-backed	10.5	21	7.0	1	-	-
Equity securities	-	-	0.1	3	-	-
Total	$ 76.0	219	$ 58.7	161	$ 49.0	100

The above schedule includes $16.4, $16.1, and $43.3 for the years ended December 31,
2007, 2006, and 2005, respectively, in other-than-temporary write-downs related to the
analysis of credit-risk and the possibility of significant prepayment risk. The remaining
$59.6, $42.6, and $5.7 in write-downs for the years ended December 31, 2007, 2006, and
2005, respectively, are related to investments that the Company does not have the intent
to retain for a period of time sufficient to allow for recovery in fair value. The following
table summarizes these write-downs recognized by type for the years ended
December 31, 2007, 2006, and 2005.

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)

	2007		2006		2005
		No. of		No. of		No. of
	Impairment	Securities	Impairment	Securities	Impairment	Securities
U.S. Treasuries	$ -	-	$ 6.4	4	$ 0.1	2
U.S. corporate	31.6	102	24.4	67	2.3	13

Foreign	19.1	54	4.2	10	-	-
Residential mortgage-backed	2.6	2	0.6	1	3.3	2
Other asset-backed	6.3	16	7.0	1	-	-
Total	$ 59.6	174	$ 42.6	83	$ 5.7	17

The remaining fair value of the fixed maturities with other-than-temporary impairments
at December 31, 2007, 2006, and 2005 was $1,210.8, $704.4, and $475.0, respectively.

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

Net Investment Income

Sources of Net investment income were as follows for the years ended December 31,
2007, 2006, and 2005.

Fixed maturities, available-for-sale
Equity securities, available-for-sale
Mortgage loans on real estate
Policy loans
Short-term investments and cash equivalents
Other
Gross investment income
Less: investment expenses
Net investment income

2007	2006	2005
$ 895.5	$ 969.0	$ 978.9
38.5	10.5	9.7
118.5	93.6	73.0
14.1	13.2	30.0
2.2	2.4	2.7
88.3	44.5	38.7
1,157.1	1,133.2	1,133.0
102.4	103.5	95.9
$ 1,054.7	$ 1,029.7	$ 1,037.1

Net Realized Capital Gains (Losses)

Net realized capital gains (losses) are comprised of the difference between the amortized
cost of investments and proceeds from sale and redemption, as well as losses incurred
due to other-than-temporary impairment of investments and changes in fair value of
derivatives. The cost of the investments on disposal is determined based on specific
identification of securities. Net realized capital gains (losses) on investments were as
follows for the years ended December 31, 2007, 2006, and 2005.

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)

	2007	2006	2005
Fixed maturities, available-for-sale	$ (50.3)	$ (67.0)	$ 1.0
Equity securities, available-for-sale	6.4	9.3		12.4
Derivatives	(123.0)	(3.9)		17.9
Other	(2.6)	-		(0.3)
Less: allocation to experience-rated contracts	161.3	(64.6)		9.0
Net realized capital (loss) gains	$ (8.2)	$ 3.0	$ 22.0
After-tax net realized capital (loss) gains	$ (5.3)	$ 2.0	$ 14.3

The increase in Net realized capital losses for the year ended December 31, 2007, was
primarily due to realized losses on derivatives, primarily related to losses on interest rate
swaps and widening of credit spreads.

Net realized capital gains (losses) allocated to experience-rated contracts were 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. Net unamortized
realized capital gains allocated to experienced-rated contractowners were $53.8, $164.5,
$240.3, at December 31, 2007, 2006, and 2005, respectively.

Proceeds from the sale of fixed maturities and equity securities, available-for-sale, and
the related gross gains and losses, excluding those related to experience-related contracts,
were as follows for the years ended December 31, 2007, 2006, and 2005.

	2007	2006	2005
Proceeds on sales	$ 5,738.8	$ 6,481.2	$ 10,062.3
Gross gains	66.4	109.0	161.1
Gross losses	(101.2)	110.9	93.9

3. Financial Instruments

Estimated Fair Value

The following disclosures are made in accordance with the requirements of FAS No. 107,
“Disclosures about Fair Value of Financial Instruments” (“FAS No. 107”). FAS No. 107
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.

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)

FAS No. 107 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:

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

Equity securities, available-for-sale: Fair values of these securities are based upon quoted
market price. For equity securities not actively traded, estimated fair values are based
upon values of issues of comparable yield and quality or conversion price, where
applicable.

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.

Cash and cash equivalents, Short-term investments under securities loan agreement, and
Policy loans: The carrying amounts for these assets approximate the assets’ fair values.

Assets held in separate accounts: Assets held in separate accounts are reported at the
quoted fair values of the individual securities in the separate accounts.

Investment contract liabilities (included in Future policy benefits and claim 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.

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)

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

The carrying values and estimated fair values of certain of the Company’s financial
instruments were as follows at December 31, 2007 and 2006.

		2007		2006
	Carrying	Fair	Carrying	Fair
	Value	Value	Value	Value
Assets:
Fixed maturities, available-for-sale,
including securities pledged	$ 14,250.4	$ 14,250.4	$ 16,211.7	$ 16,211.7
Equity securities, available-for-sale	446.4	446.4	251.7	251.7
Mortgage loans on real estate	2,089.4	2,099.3	1,879.3	1,852.6
Policy loans	273.4	273.4	268.9	268.9
Cash, cash equivalents, and
short-term investments under
securities loan agreement	436.2	436.2	594.3	594.3
Other investments	838.8	838.8	398.9	398.9
Assets held in separate accounts	48,091.2	48,091.2	43,550.8	43,550.8
Liabilities:
Investment contract liabilities:
With a fixed maturity	1,251.1	1,308.7	1,475.1	1,529.2
Without a fixed maturity	13,421.9	13,379.1	14,407.2	14,367.8
Derivatives	200.3	200.3	45.1	45.1

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-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)

Derivative Financial Instruments

	Notional Amount		Fair Value
	2007	2006	2007	2006
Interest Rate Swaps
Interest rate swaps are used to manage the interest
rate risk in the Company’s fixed maturities 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.	$ 7,680.0	$ 3,277.8	$ (111.6) $	16.4
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.	224.5	204.4	(45.3)	(30.9)
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 to
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 the notional
value of the swap contract.	335.9	756.8	(8.8)	(2.5)
Total Return Swaps
Total return swaps are used to assume credit
exposure to a referenced index or asset pool.
The difference between different floating-rate
interest amounts calculated by reference to an
agreed upon notional principal amount is exchanged
with other parties at specified intervals.	-	139.0	-	0.3

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)

	Notional Amount		Fair Value
	2007	2006	2007	2006
Swaptions
Swaptions are used to manage interest rate risk in the
Company’s collateralized mortgage obligation portfolio.
Swaptions are contracts that give the Company the
option to enter into an interest rate swap at a specific
future date.	$ 542.3	$ 1,112.0	$ 0.2 $	5.2
Embedded Derivatives
The Company also has investments in certain fixed

maturity instruments 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- or long-term),
exchange rates, prepayment rates, equity rates, or
credit ratings/spreads.
Within securities	N/A*	N/A*	40.8	(2.7)
Within annuity products	N/A*	N/A*	78.1	-

* N/A - not applicable.

Credit Default Swaps

As of December 31, 2007, the maximum potential future exposure to the Company on the
sale of credit protection under credit default swaps was $136.2.

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)

4. Deferred Policy Acquisition Costs and Value of Business Acquired

Activity within DAC was as follows for the years ended December 31, 2007, 2006, and

2005.
Balance at January 1, 2005	$ 414.5
Prior period adjustment	(1.0)
Balance at January 1, 2005 (restated)	413.5
Deferrals of commissions and expenses	123.1
Amortization:
Amortization	(59.6)
Interest accrued at 5% to 7%	30.7
Net amortization included in the Consolidated Statements of Operations	(28.9)
Change in unrealized capital gains (losses) on available-for-sale securities	3.7
Balance at December 31, 2005	511.4
Deferrals of commissions and expenses	136.0
Amortization:
Amortization	(62.1)
Interest accrued at 6% to 7%	37.5
Net amortization included in the Consolidated Statements of Operations	(24.6)
Change in unrealized capital gains (losses) on available-for-sale securities	(0.2)
Balance at December 31, 2006	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 SOP 05-01	(6.0)
Balance at December 31, 2007	$ 728.6

The estimated amount of DAC to be amortized, net of interest, is $45.1, $44.1, $46.0,
$42.4, and $42.1, for the years 2008, 2009, 2010, 2011 and 2012, respectively. Actual
amortization incurred during these years may vary as assumptions are modified to
incorporate actual results.

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)

Activity within VOBA was as follows for the years ended December 31, 2007, 2006, and

2005.
Balance at January 1, 2005	$ 1,365.2
Prior period adjustment	(2.7)
Balance at January 1, 2005 (restated)	1,362.5
Deferrals of commissions and expenses	49.3
Amortization:
Amortization	(219.4)
Interest accrued at 5% to 7%	88.4
Net amortization included in the Consolidated Statements of Operations	(131.0)
Change in unrealized capital gains (losses) on available-for-sale securities	10.9
Balance at December 31, 2005	1,291.7
Deferrals of commissions and expenses	46.2
Amortization:
Amortization	(82.4)
Interest accrued at 5% to 7%	85.7
Net amortization included in the Consolidated Statements of Operations	3.3
Change in unrealized capital gains (losses) on available-for-sale securities	(1.0)
Balance at December 31, 2006	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 SOP 05-1	(37.3)
Balance at December 31, 2007	$ 1,253.2

The estimated amount of VOBA to be amortized, net of interest, is $99.4, $90.8, $88.0,
$82.4, and $77.1, for the years 2008, 2009, 2010, 2011, and 2012, respectively. Actual
amortization incurred during these years may vary as assumptions are modified to
incorporate actual results.

Analysis of DAC and VOBA

The increase in Amortization of DAC and VOBA for the year ended December 31, 2007,
was primarily driven by unfavorable unlocking of $131.3 attributable to an increase in
actual gross profits related to higher fee income and fixed margins in 2007. In addition,
amortization for the year ended December 31, 2006 was lower due to favorable
unlocking, as a result of prospective expense assumption changes.

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 decrease in Amortization of DAC and VOBA in 2006 is primarily driven by
favorable unlocking of $83.3, resulting from the refinements of the Company’s estimates
of persistency, expenses and other assumptions. In addition, the decrease in amortization
reflects lower actual gross profits, primarily due to a legal settlement incurred in 2006.

Amortization of DAC and VOBA increased in 2005 primarily due to increased gross
profits, which were driven by higher fixed margins and variable fees because of higher
average assets under management (“AUM”), partially offset by higher expenses. The
Company revised long-term separate account return and certain contractowner
withdrawal behavior assumptions, as well as reflected current experience during 2005,
resulting in a deceleration of amortization of DAC and VOBA of $11.7.

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 12 months, exceeds the
greater of (1) ten percent (10%) of ILIAC’s statutory surplus at the prior year end or (2)
ILIAC’s prior year statutory net gain from operations.

During 2007, 2006, and 2005, ILIAC paid $145.0, $256.0, and $20.5, respectively, in
dividends on its common stock to its parent.

During 2006, Lion contributed to ILIAC DSI, which had $50.5 in equity on the date of
contribution and was accounted for in a manner similar to a pooling-of-interests. During
2007, 2006, and 2005, ILIAC did not receive any cash capital contributions from its
parent.

The Insurance Department of the State of Connecticut (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 was $245.5, $138.3, and $258.5, for the years ended December 31,
2007, 2006, and 2005, respectively. Statutory capital and surplus was $1,388.0 and
$1,447.5 as of December 31, 2007 and 2006, respectively.

As of December 31, 2007, ILIAC did not utilize any statutory accounting practices that
are not prescribed by state regulatory authorities that, individually or in the aggregate,
materially affect statutory capital and surplus.

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)

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, 2007, the separate account liability for guaranteed minimum benefits and the additional liability recognized related to minimum guarantees were $7.1 billion and $80.4, respectively. As of December 31, 2006, the separate account liability for guaranteed minimum benefits and the additional liability recognized related to minimum guarantees were $6.4 billion and $0.7, 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, 2007 and 2006 was $7.1 billion and $6.4 billion, respectively.
7.	Income Taxes
	Effective January 1, 2006, ILIAC files a consolidated federal income tax return with ING America Insurance Holdings (“ING AIH”) and certain other subsidiaries of ING AIH that are eligible corporations qualified to file consolidated federal income tax returns as part of the ING AIH affiliated group. Effective January 1, 2006, 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. For calendar year 2005, ILIAC filed a consolidated federal income tax return with its (former) subsidiary, ING Insurance Company of America.

	2007	2006	2005
Current tax expense (benefit):
Federal	$ 28.6	$ 23.3	$ 4.9
State	(9.0)	20.0	4.9
Total current tax expense	19.6	43.3	9.8
Deferred tax expense:
Federal	36.4	79.4	11.7
Total deferred tax expense	36.4	79.4	11.7
Total income tax expense	$ 56.0	$ 122.7	$ 21.5

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 taxes were different from the amount computed by applying the federal income
tax rate to income before income taxes for the following reasons for the years ended
December 31, 2007, 2006 and 2005:

	2007	2006	2005
Income before income taxes	$ 274.4	$ 424.5	$ 294.2
Tax rate	35.0%	35.0%	35.0%
Income tax at federal statutory rate	96.0	148.6	103.0
Tax effect of:
Dividend received deduction	(26.2)	(36.5)	(25.8)
IRS audit settlement	-	-	(58.2)
State audit settlement	(21.8)	-	-
State tax expense	-	13.0	3.2
Other	8.0	(2.4)	(0.7)
Income tax expense	$ 56.0	$ 122.7	$ 21.5
Temporary Differences

The tax effects of temporary differences that give rise to Deferred tax assets and Deferred
tax liabilities at December 31, 2007 and 2006, are presented below.

	2007	2006
Deferred tax assets:
Insurance reserves	$ 216.6	$ 250.3
Net unrealized capital loss	6.4	-
Unrealized losses allocable to experience-rated contracts	5.7	18.3
Investments	6.7	3.5
Postemployment benefits	75.9	74.7
Compensation	27.3	25.1
Other	32.4	19.9
Total gross assets before valuation allowance	371.0	391.8
Less: valuation allowance	(6.4)	-
Assets, net of valuation allowance	364.6	391.8
Deferred tax liabilities:
Value of business acquired	(436.7)	(469.1)
Net unrealized capital gains	-	(15.9)
Deferred policy acquisition costs	(203.8)	(167.9)
Total gross liabilities	(640.5)	(652.9)
Net deferred income tax liability	$ (275.9)	$ (261.1)

Net unrealized capital gains and losses are presented as a component of other
comprehensive income (loss) in Shareholder’s equity, net of deferred taxes.

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)

Valuation allowances are provided when it is considered unlikely that deferred tax assets
will be realized. As of December 31, 2007, the Company had a $6.4 valuation allowance
related to unrealized capital losses on investments, which is included in Accumulated
other comprehensive income (loss). The Company had no valuation allowance as of
December 31, 2006.

Tax Sharing Agreement

ILIAC had a payable of $ 56.8 and $ 59.8 to ING AIH at December 31, 2007 and 2006,
respectively, for federal income taxes under the inter-company tax sharing agreement.

See Related Party Transactions footnote for more information.

Unrecognized Tax Benefits

As a result of implementing FIN 48, the Company recognized a cumulative effect of
change in accounting principle of $2.9 as a reduction to January 1, 2007 Retained
earnings (deficit). In addition, the Company had $68.0 of unrecognized tax benefits as of
January 1, 2007, of which $52.1 would affect the Company’s effective tax rate if
recognized.

A reconciliation of the change in the unrecognized income tax benefits for the year is as
follows:

Balance at January 1, 2007	$ 68.0
Additions for tax positions related to current year	2.9
Additions (reductions) for tax positions related to prior years	(23.5)
Balance at December 31, 2007	$ 47.4

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

Interest and Penalties

The Company recognizes accrued interest and penalties related to unrecognized tax
benefits in Current income taxes and Income tax expense on the Balance Sheets and
Statements of Operations, respectively. The Company had accrued interest of $16.9 as of
December 31, 2007.

Regulatory Matters

The Company is under audit by the Internal Revenue Service (“IRS”) for tax years 2002
through 2005, and is subject to state audit in New York for years 1995 through 2000. It
is anticipated that the IRS audit of tax years 2002 and 2003 will be finalized within the
next twelve months. Upon finalization of the IRS exam, it is reasonably possible that the
unrecognized tax benefits will decrease by up to $17.7. It is also reasonably possible that

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 aforementioned state tax audits may be settled within the next twelve months. It is
reasonably possible that the unrecognized tax benefit on uncertain tax positions related to
the New York state tax audit will decrease by up to $11.4. The timing of the settlement
and any potential future payment of the remaining allowance of $18.3 cannot be reliably
estimated.

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.

Under prior law, life insurance companies were allowed to defer from taxation a portion
of income. Deferred income of $17.2 was accumulated in the Policyholders Surplus
Account and would only become taxable under certain conditions, which management
believed to be remote. In 2004, Congress passed the American Jobs Creation Act of
2004 allowing certain tax-free distributions from the Policyholders’ Surplus Account
during 2005 and 2006. During 2006, the Company made a dividend distribution of
$256.0, which eliminated the $17.2 balance in the Policyholders Surplus Account and,
therefore, any potential tax on the accumulated balance.

8. 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 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 (except for certain specified employees) 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 $17.2, $23.8, and $22.5, for
2007, 2006, and 2005, respectively, and are included in Operating expenses in 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)

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 profit sharing and stock bonus plan, which includes
an employee stock ownership plan (“ESOP”) component. Savings Plan benefits are not
guaranteed by the PBGC. The Savings Plan allows eligible participants 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% 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
$10.1, $9.7, and $8.9, for the years ended December 31, 2007, 2006, and 2005,
respectively, and are included in Operating expenses in the Consolidated Statements of
Operations.

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
the SERPs ceased, effective as of December 31, 2001. 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.

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)

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, 2007 and 2006.

	2007	2006
Change in Projected Benefit Obligation:
Projected benefit obligation, January 1	$ 97.7	$ 106.8
Interest cost	5.4	5.5
Benefits paid	(9.3)	(8.3)
Actuarial loss on obligation	(8.2)	(6.3)
Projected benefit obligation, December 31	$ 85.6	$ 97.7
Fair Value of Plan Assets:
Fair value of plan assets, December 31	$ -	$ -
Amounts recognized in the Consolidated Balance Sheets consist of:
	2007	2006
Accrued benefit cost	$ (85.6)	$ (97.7)
Intangible assets	-	-
Accumulated other comprehensive income	4.9	14.1
Net amount recognized	$ (80.7)	$ (83.6)

At December 31, 2007 and 2006, the projected benefit obligation was $85.6 and $97.7,
respectively.

Assumptions

The weighted-average assumptions used in the measurement of the December 31, 2007
and 2006 benefit obligation for the SERPs and Agents Non-Qualified Plan, were as
follows:

	2007	2006
Discount rate at beginning of period	5.90%	5.50%
Rate of compensation increase	4.20%	4.00%

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)

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 6.5% was the appropriate discount rate as of
December 31, 2007, to calculate the Company’s accrued benefit liability. Accordingly,
as prescribed by SFAS No. 87, “Employers’ Accounting for Pensions”, the 6.5% discount
rate will also be used to determine the Company’s 2008 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:

Discount rate
Rate of increase in compensation levels

2007	2006	2005
6.50%	5.90%	6.00%
4.20%	4.00%	4.00%

The weighted average assumptions used in calculating the net pension cost for 2007
were, as indicated above, a 6.5% discount rate and a 4.2% 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, 2007, 2006, and 2005, were as follows:

Interest cost
Net actuarial loss recognized in the year
Unrecognized past service cost recognized in the year
The effect of any curtailment or settlement
Net periodic benefit cost

2007		2006		2005
$ 5.4		$ 5.5		$ 6.0
	0.7		2.0		1.3
	-		0.2		0.2
	0.4		0.4		0.3
$ 6.5		$ 8.1		$ 7.8

Cashflows

In 2008, the employer is expected to contribute $5.5 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, 2008 through 2012, and thereafter
through 2017, are estimated to be $5.5, $4.0, $4.0, $4.3, $4.4 and $21.1, respectively.

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)

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 will make 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.

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 share price is in Euros and
converted to U.S. dollars, 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 vesting will continue

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)

to 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.

The Company recognized compensation expense for the leo options and performance
shares of $4.5, $10.1, and $5.6 for the years ended December 31, 2007, 2006, and 2005
respectively.

For leo, the Company recognized tax benefits of $3.2, $0.1, and $0.3 in 2007, 2006, and
2005, respectively.

Other Benefit Plans

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.
§	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. The life insurance plan provides a flat amount of noncontributory coverage and optional contributory coverage.

The benefit charges allocated to the Company related to these plans for the years ended
December 31, 2007, 2006, and 2005, were $0.4, $1.4, and $1.3, respectively.

9. Related Party Transactions

Operating Agreements

ILIAC has certain agreements whereby it generates revenues and expenses with affiliated
entities, as follows:

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)

§	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, 2007, 2006, and 2005, expenses were incurred in the amounts of $60.5, $62.2, and $61.7, 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, 2007, 2006, and 2005, expenses were incurred in the amounts of $167.9, $175.3, and $138.5, 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, 2007, 2006, and 2005, net expenses related to the agreement were incurred in the amount of $21.7, $12.4, and $17.8, 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.

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, 2007, 2006, and 2005, commissions were collected in the amount of $568.4, $429.2, and $378.1. 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. 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 associated with ING USA deposits into ING Investors Trust. For the years ended December 31, 2007, 2006, and 2005, expenses were incurred under these services agreements in the amount of $124.4, $70.8, and $46.3, respectively.

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)

§      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, 2007, 2006, and 2005, expenses were incurred in the amounts of $13.1, $8.8, and $6.4, respectively.

Investment Advisory and Other Fees

During 2006 and 2005, ILIAC served as investment advisor to certain variable funds
offered in Company products (collectively, the “Company Funds”). The Company Funds
paid ILIAC, as investment advisor, daily fees that, on an annual basis, ranged, depending
on the Fund, from 0.5% to 1.0% of their average daily net assets. Each of the Company
Funds managed by ILIAC were subadvised by investment advisors, in which case ILIAC
paid a subadvisory fee to the investment advisors, which included affiliates. Effective
January 1, 2007, ILIAC’s investment advisory agreement with 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 $312.7, $289.9, and $263.0, (excludes fees paid to
ING Investment Management Co.) in 2007, 2006, and 2005, respectively.

DSL has been retained by ING Investors Trust (the “Trust”), an affiliate, pursuant to a
management agreement to provide advisory, management, administrative and other
services to the Trust. Under the management agreement, DSL provides or arranges for
the provision of all services necessary for the ordinary operations of the Trust. DSL
earns a monthly fee based on a percentage of average daily net assets of the Trust. 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 the Trust and is compensated a portion of the fees
received by DSL under the management agreement. For the years ended December 31,
2007, 2006, and 2005, revenue received by DSL under the management agreement
(exclusive of fees paid to affiliates) was $343.8, $233.9, and $174.6, respectively. At
December 31, 2007 and 2006, DSL had $26.7 and $22.1, respectively, receivable from
the Trust under the management agreement.

Financing Agreements

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
admitted assets as of the preceding December 31. Interest on any ILIAC borrowing is
charged at the rate of ING AIH’s cost of funds for the interest period, plus 0.15% .

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)

Interest on any ING AIH borrowings is charged at a rate based on the prevailing interest
rate of U.S. commercial paper available for purchase with a similar duration.

Under this agreement, ILIAC incurred interest expense of $3.9, $1.8, and $0.7, for the
years ended December 31, 2007, 2006, and 2005, respectively, and earned interest
income of $1.7, $3.3, and $1.1, for the years ended December 31, 2007, 2006, and 2005,
respectively. Interest expense and income are included in Interest expense and Net
investment income, respectively, on the Consolidated Statements of Operations. At
December 31, 2007, ILIAC had no amount due from ING AIH under the reciprocal loan
agreement and $45.0 receivable from ING AIH at December 31, 2006.

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, 2007 and 2006 was $11.1.

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.

For the years ended December 31, 2006 and 2005, DSI, which merged with and into DSL
on December 31, 2006, was party to the ING AIH federal tax allocation agreement, as
described above. Income from DSL, a single member limited liability company, is taxed
at the member level (ILIAC).

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.

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)

10.	Financing Agreements
	ILIAC maintains a $100.0 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 minimal interest expense for the years ended December 31, 2007, 2006, and 2005. At December 31, 2007 and 2006, ILIAC had no amounts outstanding under the revolving note facility.
	ILIAC also maintains a $75.0 uncommitted line-of-credit agreement with PNC Bank (“PNC”), effective December 19, 2005. Borrowings are guaranteed by ING AIH, with maximum aggregate borrowings outstanding at anytime to ING AIH and its affiliates of $75.0. Interest on any of ILIAC’s borrowing accrues at an annual rate equal to a rate quoted by PNC to ILIAC for the borrowing. Under this agreement, ILIAC incurred minimal interest expense for the years ended December 31, 2007 and 2006. At December 31, 2007 and 2006, ILIAC had no amounts outstanding under the line-of-credit agreement.
	ILIAC also maintains $100.0 uncommitted line-of-credit agreement with Svenska Handelsbanken AB (Publ.), effective June 2, 2006. Borrowings are guaranteed by ING AIH, with maximum aggregate borrowings outstanding at anytime to ING AIH and its affiliates of $100.0. Interest on any of the Company’s borrowing accrues at an annual rate equal to the rate quoted by Svenska to the Company for the borrowing. Under this agreement, the Company incurred minimal interest expense for the year ended December 31, 2007. At December 31, 2007, ILIAC had no amounts outstanding under the line-of-credit agreement.
	Also see Financing Agreements in the Related Party Transactions footnote.
11.	Reinsurance
	At December 31, 2007, the Company had reinsurance treaties with 8 unaffiliated reinsurers covering a significant portion of the mortality risks and guaranteed death benefits under its variable contracts. At December 31, 2007, 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 certain subsidiaries 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. Effective March 1, 2007, the reinsurance agreements were assigned to
a single subsidiary of Lincoln, and that subsidiary established a trust to secure its
obligations to the Company under the reinsurance transaction.

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)

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 $16.1 and $17.4 were
maintained for this contract as of December 31, 2007 and 2006, respectively.

Reinsurance ceded in force for life mortality risks were $20.9 billion and $22.4 billion at
December 31, 2007 and 2006, respectively. At December 31, 2007 and 2006, net
receivables were comprised of the following:

	2007	2006
Claims recoverable from reinsurers	$ 2,595.2	$ 2,727.1
Payable for reinsurance premiums	(0.9)	(1.2)
Reinsured amounts due to reinsurer	(5.9)	(0.5)
Reserve credits	0.1	0.8
Other	5.9	(10.8)
Total	$ 2,594.4	$ 2,715.4

Premiums and Interest credited and other benefits to contractowners were reduced by the
following amounts for reinsurance ceded for the years ended December 31, 2007, 2006,
and 2005.

Deposits ceded under reinsurance
Premiums ceded under reinsurance
Reinsurance recoveries

2007	2006	2005
$ 188.5	$ 199.0	$ 215.5
0.4	0.5	0.4
419.7	359.0	363.7

12. Commitments and Contingent Liabilities

Leases

The Company leases certain office space and certain equipment under various operating
leases, the longest term of which expires in 2014.

For the years ended December 31, 2007, 2006, and 2005, rent expense for leases was
$17.7, $17.8, and $17.4, respectively. The future net minimum payments under
noncancelable leases for the years ended December 31, 2008 through 2012 are estimated
to be $4.6, $3.5, $2.4, $1.7, and $0.8, respectively, and $0.5, thereafter. The Company
pays substantially all expenses associated with its leased and subleased office properties.
Expenses not paid directly by the Company are paid for by an affiliate and allocated back
to the Company.

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)

Commitments

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

At December 31, 2007, the Company had off-balance sheet commitments to purchase
investments equal to their fair value of $357.8, $226.6 of which was with related parties.
At December 31, 2006, the Company had off-balance sheet commitments to purchase
investments equal to their fair value of $706.8, $322.3 of which was with related parties.
During 2007 and 2006, $87.3 and $79.4, respectively, was funded to related parties under
off-balance sheet commitments.

Financial Guarantees

The Company owns a 3-year credit-linked note arrangement, whereby the Company will
reimburse the guaranteed party upon payment default of the referenced obligation. Upon
such default, the Company reimburses the guaranteed party for the loss under the
reference obligation, and the Company receives that reference obligation in settlement.
The Company can then seek recovery of any losses under the agreement by sale or
collection of the received reference obligation. As of December 31, 2007, the maximum
liability to the Company under the guarantee was $30.0.

Windsor Property Construction

During the second half of 2006, NWL entered into agreements for site development and
facility construction at the Windsor Property (collectively, the "Construction
Agreements"). Construction of the Windsor Property is complete, and costs incurred
under the Construction Agreements and other agreements associated with the
construction, acquisition, and development of the corporate office facility totaled $62.4
and $27.6 for the years ended December 31, 2007 and 2006, respectively. These costs
were capitalized in Property and equipment 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,

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)

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.

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; potential anti-competitive activity; reinsurance;
sales and marketing practices (including sales to seniors); specific product types
(including group annuities and indexed annuities); and disclosure. It is likely that the
scope of these industry investigations will further broaden before they conclude. The
Company and certain of its U.S. affiliates have received formal and informal requests in
connection with such investigations, and are cooperating fully with each request for
information. Some of these matters could result in regulatory action involving the
Company. These initiatives also may result in new legislation and regulation that could
significantly affect the financial services industry, including businesses in which the
Company is engaged. In light of these and other developments, U.S. affiliates of ING,
including the Company, periodically review whether modifications to their business
practices are appropriate.

Investment Product Regulatory Issues

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

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

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 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 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.

ING has agreed to indemnify and hold harmless the ING Funds from all damages
resulting from wrongful conduct by ING or its employees or from ING’s internal
investigation, any investigations conducted by any governmental or self-regulatory
agencies, litigation or other formal proceedings, including any proceedings by the SEC.
Management reported to the ING Funds Board that ING management believes that the
total amount of any indemnification obligations will not be material to ING or ING’s
U.S.-based operations, including the Company.

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)

13.	Accumulated Other Comprehensive Income (Loss)
	Shareholder’s equity included the following components of Accumulated other
	comprehensive income (loss) as of December 31, 2007, 2006, and 2005.
		2007	2006	2005
	Net unrealized capital gains (losses):
	Fixed maturities, available-for-sale	$ (64.5)	$ (44.6)	$ (18.0)
	Equity securities, available-for-sale	6.3	18.1	3.2
	DAC/VOBA adjustment on
	available-for-sale securities	7.8	3.9	5.1
	Sales inducements adjustment on
	available-for-sale securities	0.2	0.1	0.1
	Premium deficiency reserve adjustment	-	(37.5)	(23.6)
	Other investments	(0.7)	0.8	1.2
	Less: allocation to experience-rated contracts	(16.4)	(52.4)	(48.6)
	Unrealized capital gains (losses), before tax	(34.5)	(6.8)	16.6
	Deferred income tax asset (liability)	12.1	2.4	(10.3)
	Asset valuation allowance	(6.4)	-	-
	Net unrealized capital gains (losses)	(28.8)	(4.4)	6.3
	Pension liability, net of tax	(5.0)	(9.6)	(11.6)
	Accumulated other comprehensive
	(loss) income	$ (33.8)	$ (14.0)	$ (5.3)

Net unrealized capital gains (losses) allocated to experience-rated contracts of $(16.4)
and $(52.4) at December 31, 2007 and 2006, respectively, are reflected on the
Consolidated Balance Sheets in Future policy benefits and claims reserves and are not
included in Shareholder’s equity.

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)

Changes in Accumulated other comprehensive income (loss), net of DAC, VOBA, and
tax (excluding the tax valuation allowance), related to changes in unrealized capital gains
(losses) on securities, including securities pledged and excluding those related to
experience-rated contracts, were as follows for the years ended December 31, 2007,
2006, and 2005.

	2007			2006	2005
Fixed maturities, available-for-sale	$ (19.9)		$ (26.6)		$ (500.1)
Equity securities, available-for-sale		(11.8)		14.9	(5.5)
DAC/VOBA adjustment on
available-for-sale securities		3.9		(1.2)	14.6
Sales inducements adjustment on
available-for-sale securities		0.1		-	0.2
Premium deficiency reserve adjustment		37.5		(13.9)	(23.6)
Other investments		(1.5)		(0.4)	(0.1)
Less: allocation to experience-rated contracts		36.0		(3.8)	(406.1)
Unrealized capital gains (losses), before tax		(27.7)		(23.4)	(108.4)
Deferred income tax asset (liability)		9.7		12.7	30.9
Net change in unrealized capital gains (losses)	$ (18.0)		$ (10.7)		$ (77.5)
		2007		2006	2005
Net unrealized capital holding gains (losses) arising
during the year (1)	$ (66.9)			$ (43.6)	$ (38.2)
Less: reclassification adjustment for gains
(losses) and other items included in Net income(2)		(48.9)		(32.9)	39.3
Net change in unrealized capital gains (losses) on securities $		(18.0)		$ (10.7)	$ (77.5)

(1)	Pretax unrealized holding gains (losses) arising during the year were $(102.9), $(95.4), and $(53.4), for the years ended December 31, 2007, 2006, and 2005, respectively.
(2)	Pretax reclassification adjustments for gains (losses) and other items included in Net income were $(75.2), $(72.0), and $55.0, for the years ended December 31, 2007, 2006, and 2005, respectively.

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)

14. Changes to Prior Years Presentation

During 2007, the Company identified $43.1 in unreconciled net liabilities. While the
correction of this error is not material to the prior period financial statements, correction
of the error through the current period income statement would be material to the 2007
Statements of Operations. In accordance with the guidance provided in SEC Staff
Accounting Bulletin (“SAB”) Topic IN, “Financial Statements - Considering the Effects
of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial
Statements” (“SAB 108”), the Company has restated the prior period financial statements
to correct this error by adjusting January 1, 2005 Retained earnings and December 31,
2006 DAC, VOBA, Future policy benefits and claims reserves, Other liabilities, and
Deferred taxes as follows:

	Previously
	Reported	Adjustment	Restated
January 1, 2005
Retained earnings (net of tax)	$ (1,877.1)	$ 28.0	$ (1,849.1)
Total shareholder's equity (net of tax)	2,759.6	28.0	2,787.6
December 31, 2006
Deferred policy acquisition cost	$ 623.6	$ (1.0)	$ 622.6
Value of business acquired	1,342.9	(2.7)	1,340.2
Total assets	68,486.0	(3.7)	68,482.3
Future policy benefits and claims reserves	$ 19,995.8	$ (11.7)	$ 19,984.1
Other liabilities	406.2	(35.1)	371.1
Deferred taxes	246.0	15.1	261.1
Total liabilities	65,500.3	(31.7)	65,486.6

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)

QUARTERLY DATA (UNAUDITED)
(Dollar amounts in millions, unless otherwise stated)
2007	First	Second		Third		Fourth
Total revenue	$ 579.1	$ 594.9	$ 601.4		$ 676.5
Income (loss) before income taxes	100.7	115.8		85.8		(27.9)
Income tax expense (benefit)	28.5	33.6		22.3		(28.4)
Net income	$ 72.2	$ 82.2	$ 63.5		$ 0.5
2006	First*	Second*		Third*		Fourth
Total revenue	$ 532.5	$ 551.2	$ 548.5		$ 597.7
Income before income taxes	80.4	116.9		84.3		142.9
Income tax expense	21.6	34.2		16.6		50.3
Net income	$ 58.8	$ 82.7	$ 67.7		$ 92.6
*Amounts have been restated to reflect the contribution of Directed Services, Inc. on December 1, 2006. See the "Organization
and Significant Accounting Policies" footnote for further information regarding the contribution.

C-58

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:
		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, 2007, 2006
			and 2005
		-	Consolidated Balance Sheets as of December 31, 2007 and 2006
		-	Consolidated Statements of Changes in Shareholder’s Equity for the years ended
			December 31, 2007, 2006 and 2005
		-	Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2006
			and 2005
		-	Notes to Consolidated Financial Statements
		Financial Statements of Variable Annuity Account B:
		-	Report of Independent Registered Public Accounting Firm
		-	Statements of Assets and Liabilities as of December 31, 2007
		-	Statements of Operations for the year ended December 31, 2007
		-	Statements of Changes in Net Assets for the years ended December 31, 2007 and 2006
		-	Notes to Financial Statements
(b)	Exhibits:
	(1)		Resolution establishing Variable Annuity Account B · Incorporated by reference to

	Post-Effective Amendment No. 6 to 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 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.
(3.2)	Underwriting Agreement dated November 17, 2000 between Aetna Life Insurance
	and Annuity Company and Aetna Investment Services, LLC · 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.
(3.3)	Confirmation of Underwriting Agreement · 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.
(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 Nos. 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 January 1, 2002) of
	ING Life Insurance and Annuity Company (formerly Aetna Life Insurance and
	Annuity Company) · Incorporated by reference to ING Life Insurance and Annuity
	Company annual report on Form 10-K (File No. 33-23376), as filed on March 28,
	2002.
(6.2)	Amended and Restated By-Laws of ING Life Insurance and Annuity Company,
	effective January 1, 2005 · Incorporated by reference to the ILIAC 10-Q, as filed on
May 13, 2005 (File No. 033-23376, Accession No. 0001047469-05-014783).
(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.
(13.1)	Powers of Attorney, attached.
(13.2)	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.

Item 25. Directors and Officers of the Depositor*

Name and Principal Business Address	Positions and Offices with Depositor
Richard T. Mason1	President
Thomas J. McInerney1	Director and Chairman
Kathleen A. Murphy1	Director
Catherine H. Smith1	Director and Senior Vice President
Bridget M. Healy2	Director
Robert G. Leary2	Director
David A. Wheat3	Director, Executive Vice President and Chief Financial
Officer
Steven T. Pierson3	Senior Vice President and Chief Accounting Officer
Sue A. Collins1	Senior Vice President and Chief Actuary
Boyd G. Combs3	Senior Vice President, Tax
Valerie G. Brown3	Senior Vice President
Shaun P. Mathews4	Senior Vice President
David S. Pendergrass3	Senior Vice President and Treasurer
Stephen J. Preston5	Senior Vice President
Harry N. Stout5	Senior Vice President
Christopher Abreu1	Vice President and Actuary
Louis E Bachetti	Vice President
581 Main Street, 4th Fl.
Woodbridge, NJ 07095
Pamela Mulvey Barcia1	Vice President
Ronald R. Barhorst1	Vice President
Bradley E. Barks3	Vice President
Jeoffrey A. Block6	Vice President
Dianne Bogoian1	Vice President
Ira S. Braunstein3	Vice President, Investments

Mary A. Broesch5	Vice President and Actuary
Kevin P. Brown1	Vice President
Robert P. Browne3	Vice President, Investments
Anthony V. Camp1	Vice President
Kevin L. Christensen6	Vice President
Nancy D. Clifford1	Vice President
Monte J. Combe7	Vice President
Patricia M. Corbett6	Vice President
Kimberly Curley7	Vice President and Actuary
Karen Czizik7	Vice President
William Delahanty3	Vice President
J. Randolph Dobo7	Vice President
Michael C. Eldredge1	Vice President
Joseph Elmy3	Vice President, Tax
Patricia L. Engelhardt1	Vice President
William A. Evans4	Vice President
Ronald E. Falkner1	Vice President, Corporate Real Estate
Daniel J. Foley	Vice President, Investments
259 N Radnor-Chester Rd., Suite 205
Radnor, PA 19087
John P. Foley3	Vice President, Investments
Stephen E. Gallant3	Vice President, Investments
Molly A. Garrett1	Vice President
Robert A. Garrey1	Vice President
Lisa S. Gilarde1	Vice President
Saskia M. Goedhart1	Vice President
Brian K. Haendiges1	Vice President
Steven J. Haun6	Vice President

June P. Howard3	Vice President
William S. Jasien	Vice President
12701 Fair Lakes Circle, Ste. 470
Fairfax, VA 22033
David A. Kelsey1	Vice President
Kenneth E. Lacy3	Vice President
Richard K. Lau5	Vice President and Actuary
William H. Leslie, IV1	Vice President
Frederick C. Litow3	Vice President
Laurie A. Lombardo1	Vice President
William L. Lowe1	Vice President
Alan S. Lurty5	Vice President
Christopher P. Lyons3	Vice President, Investments
Gregory R. Michaud3	Vice President, Investments
Gregory J. Miller1	Vice President
Paul L. Mistretta3	Vice President
Maurice M. Moore3	Vice President, Investments
Brian J. Murphy1	Vice President
Michael J. Murphy5	Vice President
Todd E. Nevenhoven6	Vice President
Michael J. Pise1	Vice President
Deborah J. Prickett6	Vice President
Srinivas D. Reddy1	Vice President
Robert A. Richard1	Vice President
Linda E. Senker5	Vice President, Compliance
Spencer T. Shell3	Vice President, Assistant Treasurer and Assistant Secretary
Frank W. Snodgrass	Vice President
9020 Overlook Blvd.
Brentwood, TN 37027

Libby J. Soong1	Vice President and Chief Compliance Officer
Christina M. Starks	Vice President
2000 21st Avenue NW
Minot, North Dakota 58703
Carl Steinhilber1	Vice President
Sandra L. Stokley6	Vice President
Alice Su5	Vice President and Actuary
Lisa A. Thomas1	Vice President and Appointed Actuary
Eugene M. Trovato1	Vice President
Mary A. Tuttle7	Vice President
William J. Wagner7	Vice President
Kurt W. Wassenar3	Vice President, Investments
Christopher R. Welp6	Vice President
Michellen A. Wildin7	Vice President
Matthew L. Condos1	Actuary
Scott N. Shepherd1	Actuary
Joy M. Benner8	Secretary
Jane A. Boyle1	Assistant Secretary
Diana R. Cavender8	Assistant Secretary
Maria C. Foster8	Assistant Secretary
Linda H. Freitag3	Assistant Secretary
Daniel F. Hinkel3	Assistant Secretary
Joseph D. Horan3	Assistant Secretary
Megan A. Huddleston1	Assistant Secretary
Rita J. Kummer3	Assistant Secretary
Susan A. Masse1	Assistant Secretary
Terri W. Maxwell3	Assistant Secretary
James M. May, III3	Assistant Secretary

Randall K. Price7		Assistant Secretary
Patricia M. Smith1		Assistant Secretary
John F. Todd1		Assistant Secretary
Susan M. Vega8		Assistant Secretary
Diane I. Yell		Assistant Secretary
100 Washington Square
Minneapolis, MN 55401
Glenn A. Black3		Tax Officer
Terry L. Owens3		Tax Officer
James H. Taylor3		Tax Officer
*	These individuals may also be directors and/or officers of other affiliates of the Company.
1	The principal business address of these directors and these officers is One Orange Way Windsor,
	Connecticut 06095.
2	The principal business address of these directors is 230 Park Avenue, New York, New York 10169.
3	The principal business address of these directors and these officers is 5780 Powers Ferry Road,
	N.W., Atlanta, Georgia 30327.
4	The principal business address of these officers is 10 State House Square, Hartford, Connecticut
	06103.
5	The principal business address of these officers is 1475 Dunwoody Drive, West Chester,
	Pennsylvania 19380-1478.
6	The principal business address of these officers is 909 Locust Street, Des Moines, Iowa 50309.
7	The principal business address of these officers is 1290 Broadway, Denver, Colorado 80203.
8	The principal business address of these officers is 20 Washington Avenue South, Minneapolis,
	Minnesota 55401.

Item 26. Persons Controlled by or Under Common Control with the Depositor or Registrant

Incorporated herein by reference to Item 26 in Post-Effective Amendment No. 10 to Registration Statement
on Form N-4 for Variable Annuity Account C of ING Life Insurance and Annuity Company (File No. 333- 105479),
as filed with the Securities and Exchange Commission on April 11, 2008.

Item 27. Number of Contract Owners

As of March 31, 2008 there were 2,253 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.

Section 33-777 of the statute does specifically authorize a corporation to procure indemnification
insurance on behalf of an individual who was a director, officer, employee or agent of the corporation.
Consistent with the statute, ING Groep N.V. maintains an umbrella insurance policy with an international
insurer. The policy covers ING Groep N.V. and any company in which ING Groep N.V. has controlling
interest of 50% or more. This would encompass the principal underwriter as well as the depositor. The
policy provides for the following types of coverage: errors and omissions, directors and officers,
employment practices, fiduciary and fidelity.

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	Director and President
4225 Executive Square
La Jolla, CA 92037
Brian D. Comer1	Director and Senior Vice President
William L. Lowe1	Director and Senior Vice President
Kathleen A. Murphy1	Senior Vice President
Boyd G. Combs2	Senior Vice President, Tax
William Jasien3	Senior Vice President
Louis E. Bachetti	Senior Vice President
581 Main Street, 4th Fl.
Woodbridge, NJ 07095
Daniel H. Hanlon1	Senior Vice President
Pamela Mulvey Barcia1	Vice President
Robert H. Barley1	Vice President
M. Bishop Bastien	Vice President
980 Ninth Street
Sacramento, CA 95814
Nancy B. Bocella1	Vice President
Dianne C. Bogoian1	Vice President
J. Robert Bolchoz	Vice President
Columbia, SC
David A. Brounley1	Vice President
Anthony V. Camp, Jr.1	Vice President
Mary Kathleen Carey-Reid1	Vice President
Nancy D. Clifford1	Vice President
William P. Elmslie	Vice President
New York, NY

Joseph J. Elmy2	Vice President, Tax
Brian K. Haendiges1	Vice President
Bernard P. Heffernon	Vice President
10740 Nall Ave., Ste. 120
Overland Park, KS 66211
David Kelsey1	Vice President
Christina Lareau1	Vice President
George D. Lessner	Vice President
Richardson, Texas
Katherine E. Lewis	Vice President
2675 N Mayfair Road, Ste. 501
Milwaukee, WI 53226
David J. Linney	Vice President
2900 N. Loop W., Ste. 180
Houston, TX 77092
Frederick C. Litow2	Vice President
Mark R. Luckinbill	Vice President
2841 Plaza Place, Ste. 210
Raleigh, NC 27612
Richard T. Mason	Vice President
440 S. Warren St., Ste. 702
Syracuse, NY 13202
Scott T. Neeb	Vice President
4600 Ulster Street
Denver, CO 80237
David Pendergrass2	Vice President and Treasurer
Ethel Pippin1	Vice President
Michael J. Pise1	Vice President
Srinivas D. Reddy1	Vice President
Deborah Rubin3	Vice President
Todd Smiser	Vice President and Assistant Secretary
2525 Cabot Drive, Suite 100
Lisle, IL 60532
Frank W. Snodgrass	Vice President
150 4th Ave., N., Ste. 410
Nashville, TN 37219
Marilyn S. Sponzo1	Vice President and Chief Compliance Officer

Christina M. Starks	Vice President
2000 21st Avenue NW
Minot, ND 58703
S. Bradford Vaughan, Jr.	Vice President
601 Union St., Ste. 810
Seattle, WA 98101
Forrest R. Wilson	Vice President
2202 N. Westshore Blvd.
Tampa, FL 33607
Judeen T. Wrinn1	Vice President
Nancy S. Stillman1	Assistant Vice President
Richard E. Gelfand	Chief Financial Officer
1475 Dunwoody Drive
West Chester, PA 19380-1478
Joy M. Benner4	Secretary
Diana R. Cavender4	Assistant Secretary
Randall K. Price4	Assistant Secretary
John F. Todd1	Assistant Secretary
Susan M. Vega4	Assistant Secretary
Glenn A. Black2	Tax Officer
Terry L. Owens2	Tax Officer
James H. Taylor2	Tax Officer

1	The principal business address of these directors and these officers is One Orange Way, Windsor,
	Connecticut 06095-4774.
2	The principal business address of these officers is 5780 Powers Ferry Road, N.W., Atlanta, Georgia
	30327.
3	The principal business address of these officers is 12701 Fair Lakes Circle, Suite 470, Fairfax,
	Virginia 22033.
4	The principal business address of these officers is 20 Washington Avenue South, Minneapolis,
	Minnesota 55401.

(c) Compensation to Principal Underwriter during last fiscal year:
(1)	(2)	(3)	(4)	(5)
	Net Underwriting	Compensation on
Name of Principal	Discounts and	Redemption or	Brokerage
Underwriter	Commissions	Annuitization	Commissions	Compensation*
ING Financial				$2,666,060.62
Advisers, LLC

*      Reflects 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 during 2007.

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, Connecticut
06095-4774 and at ING Americas at 5780 Powers Ferry Road, Atlanta, Georgia 30327-4390 and at 1475
Dunwoody Drive, West Chester, Pennsylvania 19380-1478.

Item 31. Management Services

Not applicable

Item 32. Undertakings

Registrant hereby undertakes:

(a)	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;
(b)	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; and
(c)	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, the expenses expected to be incurred, and the risks assumed by the insurance company.

SIGNATURES

As required by the Securities Act of 1933, and the Investment Company Act of 1940, the Registrant, Variable
Annuity Account B of ING Life Insurance and Annuity Company, certifies that it meets the requirements of
Securities Act Rule 485(b) for effectiveness of this Post-Effective Amendment to its Registration Statement on
Form N-4 (File No. 333-09515) and has duly caused this Post-Effective Amendment to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of West Chester, Commonwealth of Pennsylvania, on
this 11th day of April 2008.

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
(Registrant)

By:	ING LIFE INSURANCE AND ANNUITY COMPANY
	(Depositor)
By:	Richard T. Mason*
	Richard T. Mason
	President
By:	/s/ John S. Kreighbaum
	John S. (Scott) Kreighbaum as
	Attorney-in Fact

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 23 to the
Registration Statement has been signed by the following persons in the capacities indicated on April 11,
2008.

Signatures	Officer Titles
Richard T. Mason*	President
	(Principal Executive Officer)
Thomas J. McInerney*	Director and Chairman
Kathleen A. Murphy*	Director
Catherine H. Smith*	Director and Senior Vice President
Bridget M. Healy*	Director
Robert G. Leary*	Director
David A. Wheat*	Director, Executive Vice President and Chief
	Financial Officer

Steven T. Pierson*		Senior Vice President and Chief Accounting Officer
By:	/s/ John S. Kreighbaum
	John S. (Scott) Kreighbaum as
	Attorney-in-Fact
*Executed by John S. (Scott) Kreighbaum on behalf of those indicated pursuant to Powers of Attorney.

	VARIABLE ANNUITY ACCOUNT B
	EXHIBIT INDEX
ITEM	EXHIBIT	PAGE #
(9)	Opinion and Consent of Counsel	EX-99.B9
(10)	Consent of Independent Registered Public Accounting Firm	EX-99.B10
(13.1)	Powers of Attorney	EX-99.B13.1