485APOS 1 final.htm REGISTRATION STATEMENT final.htm - Generated by SEC Publisher for SEC Filing
As filed with the Securities and Exchange  Registration No. 333-167182 
Commission on February 20, 2013  Registration No. 811-02512 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 4  [X] 
 
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 
Amendment No.  [X] 

 

(Check appropriate box or boxes.)
 
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) 
 
J. Neil McMurdie, Esq.
One Orange Way, C2N
Windsor, CT 06095
860-580-2824
(Name and Address of Agent for Service of Process)

 

Approximate Date of Proposed Public Offering: 
As soon as practical after the effective date of the Registration Statement 
 
It is proposed that this filing will become effective (check appropriate box): 
[  ]  immediately upon filing pursuant to paragraph (b) of Rule 485 
[  ]  on pursuant to paragraph (b) of Rule 485 
[  ]  60 days after filing pursuant to paragraph (a)(1) of Rule 485 
[X]  on May 1, 2013 pursuant to paragraph (a)(1) of Rule 485 
 
If appropriate, check the following box: 
[  ]  this post-effective amendment designates a new effective date for a previously filed post-effective 
    amendment. 
 
Title of Securities Being Registered: 
Deferred Combination Variable and Fixed Annuity Contracts 
PART A

 


PROSPECTUS
 
ING express Retirement Variable Annuity 
Single Premium Deferred Individual Variable Annuity Contract 
 
Issued By ING Life Insurance and Annuity Company
Through Its Variable Annuity Account B

 

This prospectus sets forth the information you ought to know before investing. You should keep the prospectus for future reference.
Additional information has been filed with the Securities and Exchange Commission (SEC) and is available upon
request without charge, including the Statement of Additional Information (SAI) dated May 1, 2013.

The SAI is incorporated by reference into the prospectus, and    How to reach us… 
its table of contents appears on page 46.    Customer Service Center 
The SEC maintains a web site (www.sec.gov) that contains the  Call:  (888) 854-5950 
SAI, material incorporated by reference, and other information  Write:  P.O.. Box 10450, Des Moines, Iowa 
about us, which we file electronically. The reference number    50306-0450 
assigned to the Contract is 333-167182.  Visit:  www.ingfinancialsolutions.com 

 

THE ING RETIREMENT MODERATE PORTFOLIO is currently available for allocation of
premiums under your Contract after the Right to Examine Period. Premium will be allocated to the ING
Money Market Portfolio during the Right to Examine Period.

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

 

                                                       
NOT: FDIC/NCUA INSURED; A DEPOSIT OF A BANK; BANK GUARANTEED; AND 
INSURED BY ANY FEDERAL GOVERNMENT AGENCY. MAY LOSE VALUE. 

 

RIGHT TO EXAMINE AND RETURN THE CONTRACT: 
You may return the Contract within 15 days of its receipt (or longer as state law may 
require or when issued as a replacement contract). If so returned, we will promptly pay you 
the amount required by the state in which the Contract was issued. Where applicable, this 
amount may be more or less than the Premium paid, depending on the investment results of 
the Sub-accounts. See page 38. 

 

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

 

                          We pay compensation to broker/dealers whose registered representatives sell the Contract. See page 40. 

 

May 1, 2013 

 

1




2



  Glossary
This glossary defines the special terms used throughout the prospectus. A special term used in only one section of the prospectus is
defined there. The page references are to sections of the prospectus where more information can be found.

Accumulation Value – The sum of the Accumulation Values 
in each of the Sub-accounts. Each Sub-account is valued Death Benefit – The amount payable to the Beneficiary upon 
at the close of each Business Day for the preceding death of the Annuitant (1) prior to the
Valuation Period. See page 8.         Annuity Commencement Date (see page 34) and before
  the Contract enters Lifetime Automatic Periodic Benefit 
  Status (see page 25), or (2) while the Table 2 Annuity 
Annuitant – The individual designated by you and upon  Plan is in effect (see page 34) and before the Contract
whose life the Minimum Guaranteed Withdrawal enters Lifetime Automatic Periodic Benefit Status
Benefit, Death Benefit or Annuity Payments (see page 25). 
are based. See page 15.  Endorsements – Attachments to the Contract 
Annuity Commencement Date – The date on which Annuity  that add to, amend, change, modify or supersede the 
Payments commence. See page 34.  Contract’s terms or provisions. 
Annuity Payments – Periodic Annuity Plan payments made  Excess Transfer – Any transfer between available Sub- 
by us to you or, subject to our consent in the event the  accounts after 12 transfers have occurred within any 
payee is not a natural person, to a payee designated by  Contract Year. 
you. See page 34.  Excess Transfer Charge – The charge we may access on 
Annuity Plan – An option elected by you, or the contractually  each Excess Transfer. See page 12. 
designated default option if none is elected, that  Excess Withdrawal – Any Withdrawal taken before 
determines the frequency, duration and amount of the          commencement of the Lifetime Withdrawal Phase
Annuity Payments. See page 34.  or any Withdrawal in a Contract Year exceeding the
Beneficiary – The individual or entity you select to receive        then current Maximum Annual Withdrawal (MAW)
the Death Benefit. See page 16.   (see page 22) on or after the Lifetime Withdrawal Phase
Business Day –Any day that the New York Stock Exchange  has begun (see page 22). See page 20.
(NYSE) is open for trading, exclusive of federal holidays, 
or any day the Securities and Exchange Commission 
(SEC) requires that Fund be valued. Fund – The mutual fund in which a Sub-account invests. 
See page 10. 
Cash Surrender Value – The amount you receive upon  General Account – An account which contains all of our 
Surrender of the Contract, which equals the  assets other than those held in Variable Annuity Account 
Accumulation Value minus any applicable charges. See  B. 
page 27.  Initial Premium – The payment made by you to us to put 
Code – The Internal Revenue Code of 1986, as amended.  the Contract into effect. See page 17. 
Company, we, us or our – ING Life Insurance and Annuity   
Company (ING Life), a stock company domiciled in   
Connecticut. See page 9.   
Contract The Single Premium Deferred   
Individual Variable Annuity Contract with Minimum  Irrevocable Beneficiary – A Beneficiary whose rights and 
Guaranteed Withdrawal Benefit, together with any  interests under the Contract cannot be 
attached application, amendments or Endorsements.  changed without his, her or its consent. See page 16. 
Contract Anniversary – The same day and month each year  Joint and Survivor MGWB – The Minimum Guaranteed
as the Contract Date. If the Contract Date is February  Withdrawal Benefit payable for the life of the Annuitant
29th, in non-leap years, the Contract Anniversary shall be  and the life of the Annuitant’s spouse (as defined under
March 1st .         federal law).
Contract Date – The date on which the Contract becomes   
effective.   
Contract Year – The period beginning on a Contract   
Anniversary (or, in the first Contract Year only, beginning   
on the Contract Date) and ending on the day preceding the   
        next Contract Anniversary.

 

3



Lifetime Automatic Periodic Benefit Status – A period in   
time during which we will pay you MGWB Periodic  Owner – The individual (or entity) that is entitled to exercise 
Payments. See page 25.  the rights incident to ownership. The terms “you” or 
Lifetime Withdrawal Eligibility Age – Age 62. The  “your,” when used in this prospectus, refer to the Owner. 
        age of the Annuitant on or after which you may  See page 15. 
begin the Lifetime Withdrawal Phase. See page 22.  Premium The Initial Premium. See page 17. 
Lifetime Withdrawal Phase – The period under the 
Minimum Guaranteed Withdrawal Benefit during which  Proof of Death – The documentation we deem necessary to 
the Maximum Annual Withdrawal is calculated and  establish death, including, but not limited to: (1) a 
available for Withdrawal (see pages 19 and 22). The  certified copy of a death certificate; (2) a certified copy of 
Lifetime Withdrawal Phase begins on the date of the first  a statement of death from the attending physician; (3) a 
Withdrawal on or after the date the Annuitant reaches finding of a court of competent jurisdiction as to the cause 
       the Lifetime Withdrawal Eligibility Age. See page 22. of death; or (4) any other proof we deem in our discretion 
to be satisfactory to us. See page 32. 
Ratchet – An increase to the MGWB Base equal to the amount
Maximum Annual Withdrawal or MAW – The maximum  by which the Accumulation Value on the
amount available for Withdrawal from the Contract under         applicable Ratchet Date is greater than the MGWB Base on
the Minimum Guaranteed Withdrawal Benefit in any  such Ratchet Date. See page 21.
Contract Year without reducing the MGWB Base in 
future Contract Years. See pages 22. 
MGWB Base – The factor that is used only for the sole  Ratchet Date – The applicable date on which the Ratchet is to 
purpose of calculating the MAW and the charge for the  occur. See page 21. 
Minimum Guaranteed Withdrawal Benefit. The MGWB  Right to Examine Period The period of time during which you
Base has no cash value. See page 20.  have the right to return the Contract for any reason, or no
MGWB Charge Rate – The percentage of the MGWB Base  reason at all, and receive the amount described in the
as of the last Business Day immediately prior to the date  Right to Examine and Return the Contract section of this
the MGWB charge is deducted. See page 13.  prospectus. See page 38. 
MGWB Periodic Payments – The payments that occur after        Exercise of the Right to Examine will result in
the Contract enters the Lifetime Automatic Periodic  termination of the Contract, including the MGWB.
Benefit Status. See page 25. 
Minimum Guaranteed Withdrawal Benefit or MGWB   Separate Account – Variable Annuity Account B. The 
The benefit available after the Annuitant reaches the  Separate Account is a segregated asset account 
Lifetime Withdrawal Eligibility Age that guarantees  established under Connecticut law to Fund variable 
that the Annuitant (and the Annuitant’s spouse if a joint  annuity contracts. The Separate Account is registered as a 
and Survivor MGWB has been elected) will have a pre-  unit investment trust under the investment Company Act 
determined amount, the MAW, available for Withdrawals  of 1940 and it also meets the definition of “separate 
from the Contract each Contract Year, even if the  account” under the federal securities laws. 
Accumulation Value is reduced to zero (other than by  Specially Designated Sub-account – A 
Excess Withdrawal or Surrender). See page 19.  Sub-account that is used as a “holding” account or for 
Minimum Guaranteed Withdrawal Benefit Charge or  administrative purposes. The Specially Designated 
MGWB Charge – The charge deducted from the          Sub-account is designated by us and is 
Accumulation Value for the MGWB. See page 13.  currently the ING Money Market Portfolio. 
Net Return Factor – The value that reflects: (1) the  Sub-account – A sub-account of the Separate Account that 
investment experience of a Fund in which a Sub-account invests in a Fund. 
       invests; and (2) the charges assessed against that Surrender – A transaction in which the entire Cash Surrender 
Sub-account during a Valuation Period. See page 9. Value is taken from the Contract. See page 27. 
Valuation Period – The time from the close of regular trading 
Notice to Us – Notice made in a form that: (1) is approved by  on the New York Stock Exchange on one Business 
or is acceptable to, us; (2) has the information and any  Day to the close of regular trading on the next succeeding 
documentation we determine in our discretion to be  Business Day. 
necessary to take the action requested or exercise the right  Withdrawal – A transaction in which only a portion of the 
specified; and (3) is received by us at our Customer  Cash Surrender Value is taken from the Contract. 
Service Center at the address specified on page 1. Under  Annuity Payments under the Table 2 Ann uity Plan 
certain circumstances, we may permit you to provide          are treated as Withdrawals, as are 
Notice to Us by telephone or electronically.  required minimum distributions made in accordance with 
Notice to You – Written notification mailed to your last  the requirements of Section 408(b)(3) or 408(a)(6) of the 
known address. A different means of notification may  Code and the Treasury regulations thereunder. See pages 
also be used if you and we mutually agree. When action  27 and 34. 
is required by you, the time frame and manner for   
       response will be specified in the notice.

 

4



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

The Contract is a single premium   
deferred individual variable annuity with a Minimum  An annuity consists of the accumulation phase and the income 
Guaranteed Withdrawal Benefit, The Contract will be used as  phase. 
a rollover vehicle for interests in an employer sponsored   
retirement plan group variable annuity contract, also issued by  During the accumulation phase, your annuity’s value, which 
the Company and which also offers a similar minimum  we refer to as the Accumulation Value can increase or 
guaranteed withdrawal benefit (hereinafter referred to as the  decrease, based upon the performance of the 
“Group Contract”). As a rollover vehicle, the single premium  underlying investment option(s) to which your Accumulation 
will equal the individual account value rolled from the  Value is allocated . Currently, unless otherwise 
retirement plan Group Contract and the Maximum Annual  required by state law, your Initial Premium is allocated to the 
Withdrawal Percentage and the MGWB Base will also be  ING Money Market Portfolio during the Right to Examine 
equal to the same amounts in the retirement plan Group  Period and then automatically allocated 
Contract. The Contract will be issued as either a  to the ING Retirement Moderate 
traditional Individual Retirement Annuity (IRA) or as a  Portfolio. Different investment options 
Roth IRA, depending on the type of account being rolled  may be available in the future, see page 10. 
into the Contract from the employer sponsored plan.   
  Because earnings under the Contract are 
There is no minimum initial premium, however, the minimum  tax-deferred, you do not pay taxes on the earnings until the 
MGWB Base that may be rolled into the Contract is $5,000.  money is paid to you. 
No additional premiums are allowed after acceptance of the   
Initial Premium.  We begin to pay money to you during the income phase. The 
  income phase begins upon election of MAW payments under 
  the MGWB or when you elect to begin receiving Annuity 
  Payments. 
  The Contract includes a minimum guaranteed 
  withdrawal benefit, or MGWB, which generally provides, 
You can use the Contract to preserve the MGWB  subject to certain restrictions and limitations, that we will 
and other accrued benefits from the retirement plan Group  guarantee MAW 
Contract following a distributable event under the Annuitant’s  payments from the contract for the lifetime of the annuitant in 
employer sponsored retirement plan offering the Group  the case of a single life MGWB or for the life of the Annuitant 
Contract. The Contract is not meant to be used to meet short-term and the Annuitant’s spouse in the case of a Joint and Survivor 
financial goals and you should not buy the Contract if MGWB, even if these withdrawals deplete your 
you cannot risk getting back an amount less than your initial Accumulation Value to zero. It is important to note that 
investment or you do not need the retirement income for life Excess Withdrawals (as described more fully on page 20) 
offered by the MGWB. When considering an will decrease the value of the MGWB and may, if applicable, 
investment in the Contract, you should consult with your result in the loss of the MGWB. This is more likely to occur if 
investment professional about your financial goals, investment such withdrawals are made during periods of negative market 
time horizon and risk tolerance, see page 18. activity. For more information about the MGWB, and how 
withdrawals can affect this benefit, see page 19. While you 
are receiving MAW payments, your Accumulation Value can 
increase or decrease, based upon the performance of the 
underlying investment option(s) to which your Accumulation 
  Value is allocated. 
THE CONTRACT   
  If you elect to begin receiving Annuity Payments, we use 
How does the Contract work?  the value of your contract to determine the amount of income 
The Contract is an annuity contract between you and us.  you receive . 
You pay premium into your Contract, which premium is  Depending on the Annuity Plan you choose, you can receive 
rolled over from your retirement plan’s Group Contract, and  payouts for life or for a specific period of time. You select the 
we agree to make payments to you, starting upon election of  date the payouts start, which we refer to as the Annuity 
MAW payments under the MGWB or when you elect to begin Commencement Date, and how often you receive them. See 
receiving Annuity Payments.  page 37 for more information about Annuity Payments and 
Annuity Plans available to you. 
5   

 



  deferred. Choose to purchase the Contract based 
What happens if I die?  on its other features and benefits as well as its risks and costs, 
The annuity Contract has a death benefit that pays money  not its tax benefits. 
to your beneficiary if the Annuitant dies . The death benefit  
is equal to the Accumulation Value. For more information OTHER INFORMATION 
about the death benefit, see page 31.  
What else do I need to know? 
  We may change your contract from time to time to follow 
  federal or state laws and regulations. If we do, we will provide 
  Notice to You of such changes in writing. 
  Compensation: We may pay the broker-dealer for selling the 
  annuity Contract to you. Your broker-dealer also may have 
  certain revenue sharing arrangements or pay its personnel 
  more for selling the Contract than for selling other 
  annuity contracts. See page 40 for more information. 
  Right to Examine the Contract: You may cancel the Contract by
FEES AND EXPENSES  returning it within 15 days of receiving it (or a longer period if 
  required by state law). See page 38 for more information. 
What fees and/or charges do you deduct from my   
Contract?  State Variations: State variations are covered in a special 
You will pay certain fees and charges while you own the  Contract form used in that state. This prospectus provides a 
Contract, and these fees and charges will be  general description of the Contract. References in this 
deducted from your Accumulation Value . The  prospectus to state law identify matters where state law may 
amount of the fees and charges depend on the value of the  require variations from what is disclosed in this prospectus. If 
investments in your Contract and the  you would like to review a copy of the Contract and 
investment options you choose. There are three types of fees  Endorsements for your particular state, contact our customer 
and charges: transactional, recurring and those of the  service center. 
underlying Funds . For specific   
information about these fees and charges, see page 7.   
   
TAXES   
   
How will payouts and withdrawals from my   
Contract be taxed?   
The annuity Contract is tax-deferred, which means you do   
not pay taxes on the Contract’s earnings until the   
money is paid to you. When you make a   
withdrawal (including MGWB withdrawals), you pay ordinary   
income tax on the accumulated earnings. Annuity Plan   
payments are taxed as annuity payments.   
You may pay a federal income tax penalty on earnings you withdraw  
before age 59½. See page 42 for more information. Your annuity  
Contract may also be subject to a premium tax, which depends  
on your state of residency. See page 12 for more information.  
 
Does buying an annuity Contract in a retirement plan   
provide extra tax benefits?   
No. Buying an annuity within an IRA or other tax-deferred   
retirement plan doesn’t give you any extra tax benefits,   
because amounts contributed to such plans are already tax-   
6   

 



Synopsis – Fees and Expenses 
The following tables describe the fees and charges that you will pay when buying, owning, and Surrendering the Contract. 
This table describes the transactional fees and charges that you will pay at the time that you buy the Contract, Surrender 
the Contract, or transfer Accumulation Value between Sub-accounts. Premium taxes may also be deducted. 

 

Transactional Fees and Charges 
Surrender Charge                                 None 
Excess Transfer Charge1                         $50 
1. The charge is assessed per transfer between Sub-accounts after 12 during a Contract Year (which we refer to as an 
     Excess Transfer); however only one Sub-account is available at any one time under the Contract at this time. 
 
This table describes the recurring fees and charges that you will pay periodically during the time that you own the 
Contract, not including Sub-account fees and expenses. 

 

Recurring Fees and Charges 

 

Separate Account Annual Expenses 

 

Mortality & Expense Risk Charge2  Maximum 
(as a percentage of Accumulation Value  1.50% 
MGWB Charge3   
(as a percentage of the MGWB  2.00% 
Base)   
Total Separate Account Annual Expenses  3.50% 
 
Annual Administrative Charge4  $80
 

 

2.  This charge is deducted on Business Days as a percentage of and from the Accumulation Value in each Sub-account. 
  The current charge may be less than the maximum amount shown. 
3.  This charge is for the MGWB and is calculated each Business Day but 
  deducted quarterly from the Accumulation Value in each Sub-account. The MGWB Base is equal to the MGWB 
  Base of the retirement plan Group Contract rolled into the Contract, increased by any Ratchets and reduced for any Excess 
  Withdrawals. 
  The current charge may be less than the maximum amount shown. For more information, please 
  see pages 13 and 19. 
4.  The current charge may be less than the maximum amount shown. 
 
This table shows the minimum and maximum total gross operating expenses charged by the Funds underlying the 
Sub-accounts that you may pay periodically during the time that you own the Contract. More detail concerning each Fund’s 
fees and expenses is contained in the prospectus for the relevant underlying Fund . 

 

7



Total Annual Fund Gross Operating Expenses
 
Expenses that are deducted from underlying  Minimum  Maximum 
Fund assets, including  0.59%  0.67% 
management fees, service and/or distribution (12b-     
1) fees, and other expenses5, 6     
 
5 We may receive compensation from the underlying Funds or their affiliates based on an annual percentage of 
the average net assets held in that Fund by us. The percentage paid may vary from one underlying Fund 
to another. For certain underlying Funds , some of this compensation may be paid out as 12b-1 fees 
or service fees that are deducted from Fund assets. These fees are disclosed in each underlying Fund’s 
       prospectus. We may also receive compensation from certain underlying Funds or their 
affiliates for recordkeeping or other services. See page 40.     
6 No underlying Fund currently charges a redemption fee. See page 13.   

 

This example is intended to help you compare the cost of investing in the Contract with the cost of investing in other variable 
annuity contracts. 
 
Example
Assumptions 
a.  You invest $10,000 in the Contract for the time periods indicated below. 
b.  The costs reflected include the maximum transactional and recurring fees and expenses noted above and 
  the maximum charge for the MGWB (assuming a $10,000 MGWB Base). Also included are the maximum 
  gross operating expenses noted above of any of the Sub-accounts. 
c.  The example assumes that your investment has a 5% return each year. 
 
Although your actual costs may be higher or lower, based on these assumptions, your costs would be: 

 

If you Surrender or annuitize your Contract at the end of the applicable time period   
1 year  3 years  5 years  10 years 
$499  $1,501  $2,503  $5,008 
 
If you do not Surrender your Contract       
1 year  3 years  5 years  10 years 
$499  $1,501  $2,503  $5,008 

 

Condensed Financial Information 
 
Accumulation Value 
We use accumulation units to calculate the Accumulation Value of a Contract. Although there is currently only one underlying 
Fund available after the Right to Examine Period for allocation of Accumulation Value and therefore only one 
Sub-account, different Funds could be available in the future. Each Sub-account of Variable 
Annuity Account B has its own accumulation unit value. This value may increase or decrease from day to day based on the investment 
performance of the applicable underlying Fund . Shares in an underlying Fund are valued at their net asset value.
 
On the Contract Date, the Accumulation Value in each Sub-account equals the Initial Premium allocated to that Sub- 
account, less a charge for premium tax, if applicable. We calculate the Accumulation Value at the close of each Business Day thereafter 
as follows: 
 
· Accumulation Value in each Sub-account at the close of the preceding Business Day; multiplied by 
 
8 

 



·  The Sub-account’s Net Return Factor for the current Valuation Period (see below); plus or minus
·  Any transfers to or from the Sub-account during the current Valuation Period; minus
·  Any Withdrawals from the Sub-account during the current Valuation Period; minus 
·  Any fees and charges or applicable taxes, including any premium taxes not previously deducted,
  allocated to that Sub-account.
 
No accumulation unit value history is contained in this prospectus because the Contract has not previously been offered for sale. 
 
The Net Return Factor is an index number that reflects certain charges under the Contract and the investment performance of the 
Sub-account. The Net Return Factor is calculated for each Sub-account as follows: 
 
·  The net asset value of the Fund in which the Sub-account invests at the close of the current 
  Business Day; plus 
·       The amount of any dividend or capital gains distribution declared for and reinvested in such Fund
  during the current Valuation Period; divided by 
·        The net asset value of the Fund at the close of the preceding Business Day; minus
·  The daily charges from the Sub-account (e.g., the mortality & expense risk charge). 
 
Calculations for the Sub-accounts are made on a per unit basis. 
 
Financial Statements 
The statements of assets and liabilities, the statements of operations, the statements of changes in net assets and the related notes to 
financial statements for Variable Annuity Account B and the consolidated financial statements and the related notes to financial 
statements for ING Life Insurance and Annuity Company are located in the Statement of Additional Information. 

 

  ING Life Insurance and Annuity Company

Organization and Operation
ING Life Insurance and Annuity Company (the Company, we, us, our) issues the Contract described in this prospectus and is
responsible for providing each Contract’s insurance and annuity benefits. All guarantees and benefits provided under the Contract that
are not related to the Separate Account are subject to the claims paying ability of the Company and our general account. We are a direct,
wholly owned subsidiary of Lion Connecticut Holdings Inc.

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. (“ING”), a global financial institution active in the fields of insurance, banking and asset
management. Through a merger, our operations include the business of Aetna Variable Annuity Life Insurance Company (formerly
known as Participating Annuity Life Insurance Company, an Arkansas life insurance company organized in 1954). Prior to January 1,
2002, the Company was known as Aetna Life Insurance and Annuity Company.

As part of a restructuring plan approved by the European Commission, ING has agreed to separate its banking and insurance businesses
by 2013. ING intends to achieve this separation by divestment of its insurance and investment management operations, including the
Company. ING has announced that it will explore all options for implementing the separation including initial public offerings, sales or
combinations thereof. On November 10, 2010, ING announced that ING and its U.S. insurance affiliates, including the Company, are
preparing for a base case of an initial public offering (“IPO”) of the Company and its U.S.-based insurance and investment management
affiliates.

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

9



Regulatory Matters
As with many financial services companies, the Company and its affiliates periodically receive informal and formal requests for
information from various state and federal governmental agencies and self-regulatory organizations in connection with examinations,
inquiries, investigations and audits of the products and practices of the Company or the financial services industry. These currently
include an inquiry regarding the Company’s policy for correcting errors made in processing trades for ERISA plans or plan participants.
Some of these investigations examinations, audits and inquiries could result in regulatory action against the Company. The potential
outcome of the investigations, examinations, audits, inquiries and any such regulatory action is difficult to predict but could subject the
Company to adverse consequences, including, but not limited to, additional payments to plans or participants, disgorgement, settlement
payments, penalties, fines, and other financial liability and changes to the Company’s policies and procedures, the financial impact of
which cannot be estimated at this time, but management does not believe will have a material adverse effect on the Company’s financial
position or results of operations.. It is the practice of the Company and its affiliates to cooperate fully in these matters.

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, including state insurance regulators, state
securities administrators, the SEC, the Financial Industry Regulatory Authority (“FINRA”), the Department of Labor and the Internal
Revenue Service (“IRS”). For example, U.S. federal income tax law imposes requirements relating to
product design, administration, and investments that are conditions for beneficial tax treatment of such products under the
Code. (See page 42 for further discussion of some of these requirements.) Failure to administer certain product
features could affect such beneficial tax treatment. In
addition, state and federal securities and insurance laws impose requirements relating to insurance 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 imposed by a particular governmental or self-regulatory authority and unanticipated claims and
costs associated with remedying such failure . Additionally, such failure could harm the
Company’s reputation, interrupt the Company’s operations or adversely impact profitability

Variable Annuity Account B and its Sub-accounts

Organization and Operation
We established Variable Annuity Account B (the “ Separate Account”) under Connecticut Law in 1976 as a continuation
of the separate account of Aetna Variable Annuity Life Insurance Company established in 1974
under Arkansas law. 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 “Sub-accounts.” Each Sub-account invests directly in shares of a
corresponding 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 ING Life Insurance and Annuity
Company. All obligations arising under the Contracts are obligations of ING Life Insurance and Annuity Company.

Other variable annuity contracts through Variable Annuity Account B having different Sub-accounts are not discussed in this
prospectus. Under certain circumstances, we may make certain changes to the Sub-accounts. For more information, see page
19.

Sub-accounts
More information about the Sub-accounts available under the Contract is contained in the below table.
You bear the entire investment risk for amounts you allocate to an underlying Fund , and you may lose your
principal. The investment results of the underlying Funds are likely to differ significantly. There is no assurance
that any Fund will achieve its investment objectives. You should carefully consider the investment objectives, risks and charges
and expenses of an underlying Fund before investing in it. More information is available in the prospectus for an
underlying Fund . You may obtain a copy of the prospectus for an underlying Fund by contacting
our customer service center. Contact information for the customer service center appears on page 1. If you received a summary
prospectus for an underlying Fund available through your Contract, you may obtain a full
prospectus and other Fund information free of charge by either accessing the internet address, calling the telephone

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  number or sending an email request to the contact information shown on the front of the Fund’s summary
prospectus.

Please work with your investment professional to determine if the Sub-accounts 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.

Sub-accounts Currently Available 
ING Retirement Moderate Portfolio (Class I) 
Investment Adviser: Directed Services LLC 
  Asset Allocation Committee 
Investment Objective: The Portfolio seeks a high level of total return (consisting of capital appreciation and income). 
ING Money Market Portfolio* (Class S) 
Investment Adviser:  ING Investments LLC 
Investment Subadviser: ING Investment Management Co. LLC 
Investment Objective: The Portfolio seeks to provide high current return, consistent with preservation of capital 
and liquidity, through investment in high-quality money market instruments while maintaining a stable share price of 
$1.00.   
*Please note that the ING Money Market Portfolio is the Specially Designated Variable Sub-Account and may only be used for certain
administrative purposes during the Right to Examine Period, and you may not transfer Accumulation Value to
the Sub-account that invests in this Fund after the Right to Examine Period, see page 18. There is no guarantee that the
ING Money Market Portfolio will have a positive or level return.

 


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

The Company may receive compensation from each of the underlying Funds or their affiliates based on an annual
percentage of the average net assets held in that underlying Fund by the Company. The percentage paid may vary
from one Fund company to another. For certain underlying Funds, some of this compensation may be paid out
of 12b-1 fees or service fees that are deducted from underlying Fund assets. Any such fees deducted from
underlying Fund assets are disclosed in the prospectuses for the underlying Fund. The
Company may also receive additional compensation from certain underlying Funds for administrative,
recordkeeping or other services provided by the Company to the underlying Funds or their affiliates. These
additional payments may also be used by the Company to finance distribution. See page 13 for more information.

In the case of Fund companies affiliated with the Company, where an affiliated investment adviser employs subadvisers to manage
the underlying 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. See page 13
for more information.

Fees are deducted from the value of the underlying Fund shares on a daily basis, which in turn affects the value of
each Sub-account that purchases Fund shares.

Changes to a Sub-account and/or Variable Annuity Account B
We may make additional Sub-accounts through Variable Annuity Account B available to you under the Contract. We may

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  also eliminate, combine or substitute Sub-accounts, subject to the conditions set forth in your Contract,
and subject to any required regulatory approvals, including SEC approval.

If you elected systematic Withdrawals, as described below, or if you have other outstanding instructions and a
Sub-account is no longer available because it has been substituted or merged, we will execute your instructions using the
substituted or merged Sub-account, unless you instruct otherwise. The substituted or merged
Sub-account may have higher fees and charges than the Sub-account it replaces. If a
Sub-account is no longer available for any other reason, we will allocate your Accumulation Value proportionally among the
other Sub-account(s) available that, according to your outstanding instructions, comprise your current allocation.
We may close the currently available sub-account or any other Sub-accounts to transfers of Premium or allocation
of Additional Premium, however at least one Sub-account will always be available.

Subject to any required regulatory approvals, we reserve the right to transfer assets of Variable Annuity Account B or any Sub-
account that we determine to be associated with the class of contracts to which the Contract belongs to another separate
account or Sub-account. The Fund in which the transferred assets invest may have higher fees and charges than the
Fund from which such assets were transferred.

We operate Variable Annuity Account B in accordance with the Investment Company Act of 1940. Subject to SEC approval, we reserve
the right to make the following changes to this Separate Account:

·  Deregister the Separate Account; 
·  Operate the Separate Account as a management company; 
·  Restrict or eliminate any voting rights; or 
·  Combine Variable Annuity Account B with another separate account. 

 

We will provide you with written notice before we make any of these changes to the Sub-accounts and/or Variable 
Annuity Account B. 
 
 
Fees and Expenses 
 
We deduct the following fees and expenses to compensate us for our costs, the services we provide, and the risks we assume under the 
Contracts. We incur costs for distributing and administering the Contracts, including compensation and expenses paid in connection 
with sales of the Contracts, for paying the benefits payable under the Contracts and for bearing various risks associated with the 
Contracts. Fees and expenses expressed as a percentage are rounded to the nearest hundredth of one percent. We expect to profit from 
the charges and may use the profits to finance the distribution of Contracts. 
 
Premium Tax   
In certain states, the Premium you pay for the Contract is subject to a premium tax. A premium tax is generally any tax or fee imposed 
or levied by any state government or political subdivision thereof on your Premium received by us. Currently, the premium tax ranges 
from zero to 3.5%, depending on your state of residence. We reserve the right in the Contract to recoup the amount of any premium tax 
from the Accumulation Value if and when: 
 
·  The premium tax is incurred by us; or 
·  The Accumulation Value is applied to an Annuity Plan on the Annuity Commencement Date. 
 
Unless you direct otherwise, a charge for any premium taxes will be deducted proportionally from the Accumulation Value. We reserve 
the right in the Contract to change the amount we charge for the premium tax if you change your state of residence. We do not expect to 
incur any other tax liability attributable to the Contract. We also reserve the right to charge for any other taxes as a result of any changes 
in applicable law.   
 
Excess Transfer Charge 
Currently, the contract offers only one investment option after the Right to Examine Period so an Excess Transfer charge cannot be 
incurred. However, additional investment options could be available in the future. The Contract has a maximum $50 charge for each 
transfer exceeding 12 during a Contract Year (which we refer to as an Excess Transfer). The current charge may be less than this 
maximum amount. If additional investment options become available and you make an Excess Transfer, you will be assessed an Excess 
Transfer Charge. If we elect to deduct this charge, it will be deducted from the Accumulation Value in the Sub- 
account from which the transfer is made. 

 

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Redemption Fees 
If applicable, we may deduct the amount of any redemption fees imposed by the underlying Funds as a result of 
Withdrawals, transfers or other Fund transactions you initiate. For contracts issued in Connecticut, we will not deduct any 
redemption fees. Redemption fees, if any, are separate and distinct from any transaction charges or other charges deducted from your 
Accumulation Value. The prospectus for an underlying Fund will have a more complete description of its fees and 
expenses.   
 
Mortality & Expense Risk Charge 
The Contract has a mortality & expense risk charge, which is deducted on Business Days as a percentage of the 
Accumulation Value in each Sub-account. The maximum annual mortality & expense risk charge is 1.50%, 
although the current charge may be less than this maximum amount. This charge compensates us for Death Benefit and age risks and 
the risk that expense charges will not cover actual expenses. If there are any profits from this charge, we may use them to finance the 
distribution of the Contracts. 
 
MGWB Charge 
The maximum annual charge for the MGWB is 2.00 % (which we refer to as the MGWB Charge Rate), calculated using the 
MGWB Base and deducted proportionally, in arrears, from the Accumulation Value in the Sub-accounts on each 
quarterly Contract Anniversary. The current charge may be less than this maximum amount. The MGWB charge is equal to the 
MGWB Base on the previous Business Day multiplied by the MGWB Charge Rate. This charge compensates us for the risk that the 
assumptions used in designing the MGWB prove accurate. 
 
The charge for the MGWB will continue to be assessed until the Accumulation Value is reduced to zero, or until the MGWB is 
terminated. See page 26. The MGWB charge will be prorated in the event that: 
 
·  The Contract (and therefore the MGWB) is terminated by Surrender. See page 26. 
·  The Accumulation Value is applied to an Annuity Plan described in Table 1. See page 34. 
·  The MGWB is terminated upon an impermissible ownership change. See page 16. 
 
Also, the MGWB will terminate upon the death of the Annuitant in the case of a single life MGWB or the lives of the 
Annuitant and the Annuitant’s spouse in the case of a Joint and Survivor MGWB (subject to the surviving spouse’s option to continue 
the Contract). See page 25. Upon Proof of Death (see page 32), any charges which are due but unpaid for any period the MGWB was 
active and in force prior to the date of death will be deducted, or any charges that have been deducted for any period of time after the 
date of death will be refunded. 
 
Annual Administrative Charge 
The Contract has a maximum annual administrative charge of $80 that may be assessed to cover a portion of our ongoing administrative 
expenses. The current charge may be less than this maximum amount. The charge is deducted from the Accumulation Value in each 
Sub-account (1) on each Contract Anniversary prior to the Annuity Commencement Date, (2) on each Contract Anniversary on or 
following the Annuity Commencement Date if you elect the Payments for Life with Surrender Right and Death Benefit Annuity Plan, 
(3) on the Annuity Commencement Date or (4) at Surrender. We currently do not impose this charge and we guarantee not to impose 
this charge if at the time of deduction the Accumulation Value is at least $100,000 or the Initial Premium received was at least 
$100,000.   
 
Underlying Fund Expenses 
As shown in the prospectuses for the underlying Funds as well as described in the “Fees Deducted by the 
Underlying Funds” section of this prospectus, each underlying Fund deducts management fees 
from the amounts allocated to it. In addition, each underlying Fund deducts other expenses which may include 
service fees that may be used to compensate service providers, including the Company and its affiliates, for administrative and Contract 
Owner services provided on behalf of the Fund. Furthermore, certain underlying Funds may deduct a 
distribution or 12b-1 fee, which is used to finance any activity that is primarily intended to result in the sale of Fund shares. For a 
more complete description of these fees and expenses, review each prospectus for the underlying Fund. You 
should evaluate the expenses associated with the underlying Funds available through the Contract 
before making a decision to invest. 
 
The Company may receive substantial revenue from each of the Funds or from the Funds’ affiliates, although the amount and 
types of revenue vary with respect to each of the Funds offered through the Contract. This revenue is one of several factors we 

 

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consider when determining Contract fees and charges and whether to offer a Fund through our Contracts. Fund revenue is 
important to the Company’s profitability, and it is generally more profitable for us to offer affiliated Funds than to offer 
unaffiliated Funds. 
 
Assets allocated to affiliated Funds, meaning Funds managed by Directed Services LLC, ING Investments, LLC or another 
Company affiliate, generate the largest dollar amount of revenue for the Company. Affiliated Funds may also be subadvised by a 
Company affiliate or by an unaffiliated third party. Assets allocated to unaffiliated Funds, meaning Funds managed by an 
unaffiliated third party, generate lesser, but still substantial dollar amounts of revenue for the Company. The Company expects to make 
a profit from this revenue to the extent it exceeds the Company’s expenses, including the payment of sales compensation to our 
distributors. Only affiliated Funds are available under the Contract. 
 
Revenue Received from Affiliated Funds. 
 
The revenue received by the Company from affiliated Funds may be deducted from Fund assets and may include: 
 
·  A share of the management fee; 
·  Service fees; 
·  For certain share classes, the Company or its affiliates may also receive compensation paid out of 12b-1 fees ; 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. 
The Company may also receive additional compensation in the form of intercompany 
payments from an affiliated Fund’s investment advisor or the investment advisor’s parent in order to allocate revenue and profits 
across the organization. The intercompany payments and other revenue received from affiliated Funds provide the Company with a 
financial incentive to offer affiliated Funds through the contract rather than unaffiliated Funds. 
 
In addition to the types of revenue received from affiliated Funds described above, affiliated Funds and their investment 
advisers, subadvisers or affiliates may participate at their own expense in Company sales conferences or educational and training 
meetings. In relation to such participation, a Fund’s investment adviser, subadviser or affiliate may help offset the cost of the 
meetings or sponsor events associated with the meetings. In exchange for these expense offset or sponsorship arrangements, the 
investment adviser, subadviser or affiliate may receive certain benefits and access opportunities to Company sales representatives and 
wholesalers rather than monetary benefits. These benefits and opportunities include, but are not limited to, co-branded marketing 
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. 
 
The ING Retirement Moderate Portfolio is structured as a “fund of funds.” 
Funds structured as fund of funds may have higher fees and expenses than Funds 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 as well. The Fund prospectuses disclose the 
aggregate annual operating expenses of each Fund and its corresponding underlying Fund or Funds. 
 
Please note that certain management personnel and other employees of the Company or its affiliates may receive a portion of their total 
employment compensation based on the amount of net assets allocated to affiliated Funds. For more information, please see page 
40.   
 
 
The Annuity Contract 
 
The Contract described in this prospectus is a single premium deferred individual variable annuity contract. The Contract 
provides a means for you to invest in one or more of the available Sub-accounts and has a guaranteed minimum 
withdrawal benefit. The Contract is non-participating, which means that it will not pay dividends resulting from any surplus or earnings 
of the Company. The Contract consists of any attached application, amendment or Endorsements that are issued in consideration of the 
Initial Premium paid. We urge you to read the Contract, which details your rights as the Owner. 

 

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Owner
The Owner is the individual (or entity) entitled to exercise the rights incident to ownership. The Owner may be either the Annuitant or a
custodian holding the Contract for the benefit of the Annuitant. No other owners of the Contract are permitted.

Annuitant
The Annuitant is the individual upon whose life the Minimum Guaranteed Withdrawal Benefits, Death
Benefit and Annuity Payments are based. The Annuitant must be a natural person, who is designated by you at the time the Contract is
issued. If you do not designate the Annuitant, the Owner will be the Annuitant.
The Annuitant must be the Owner, unless the Owner is a custodian that holds the
Contract for the benefit of the Annuitant . The Annuitant cannot be changed while he or she is still living.

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Beneficiary

The Beneficiary is the individual or entity designated by you to receive the Death Benefit. You may designate one or more primary Beneficiaries and contingent Beneficiaries. The Death Benefit will be paid to the primary Beneficiary. The Owner may designate a contingent Beneficiary, who will become the Beneficiary if all primary Beneficiaries die before the Annuitant . The Owner may also designate any Beneficiary to be an Irrevocable Beneficiary. An Irrevocable Beneficiary is a Beneficiary whose rights and interest under the Contract cannot be changed without the consent of such Irrevocable Beneficiary.

Payment of the Death Benefit to the Beneficiary:

  • We pay the Death Benefit to the primary Beneficiary ;
  • If all primary Beneficiaries die before the Annuitant, we pay the Death Benefit to any contingent Beneficiary, who shall take the place of, and be deemed to be, the primary Beneficiary;
  • If the Annuitant (or the Annuitant’s spouse who has continued the Contract after the Annuitant’s death) is the Owner and there is no surviving Beneficiary or no Beneficiary is designated, we pay the Death Benefit to the Owner’s estate;
  • If the Owner is not a natural person and all Beneficiaries die or no Beneficiary has been designated before the Annuitant’s death (or the Annuitant’s spouse’s death who has continued the Contract after the Annuitant’s death) , the Owner will be deemed to be the primary Beneficiary;
  • If a Joint and Survivor MGWB has been elected, the Annuitant’s spouse will be deemed to be the sole primary Beneficiary notwithstanding any other Beneficiary designation made; and
  • In the case of more than one Beneficiary, we will assume any Death Benefit is to be paid in equal shares to all primary Beneficiaries, unless you provide Notice to Us directing otherwise.

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

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

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

Change of Owner or Beneficiary

You may change the ownership of the Contract before the Annuity Commencement Date. Only the following ownership changes are allowed:

  • Continuation of the Contract by a Beneficiary who is the spouse (as defined under federal law) of the deceased Annuitant;
  • From one custodian to another for the benefit of the Annuitant;
  • From a custodian for the benefit of the Annuitant to the Annuitant;
  • From the Annuitant to a custodian for the benefit of the Annuitant ;
  • Collateral assignments; and
  • Pursuant to a court order.

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You have the right to change the Beneficiary unless you have designated such person as an Irrevocable Beneficiary at any time prior to
the Annuity Commencement Date. Unless you specify otherwise, a change of Beneficiary cancels any existing Beneficiary designations
in the same class (primary or contingent).

Notice to Us is required for any changes pursuant to the Contract. Any such change will take effect as of the date Notice to Us is signed
by the Owner, subject to any payment made or action taken by us before receiving such Notice to Us. A change of Owner likely
has tax consequences. See page 42.

Contract Purchase Requirements
We will issue a Contract so long as the Annuitant is between the ages 48 and 80 at the time of
application.
There is no minimum initial payment (which we refer to as the Initial Premium), however, the minimum MGWB Base must be at
least $5,000. The Initial Premium will equal the Annuitant’s individual account value under the retirement plan Group Contract which is
being rolled into this Contact. The MGWB Base of the Contract will equal the Annuitant’s MGWB Base in the retirement plan Group
Contract which is being rolled into the Contract.

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

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

We may also refuse to accept certain forms of premium payments or loan repayments (traveler’s cheques, cashier's checks, bank drafts,
bank checks and treasurer's checks, for example) or restrict the amount of certain forms of premium payments or loan repayments
(money orders totaling more than $5,000.00, for example). In addition, we may require information as to why a particular form of

17



payment was used (third party checks, for example) and the source of the funds of such payment in order to determine whether or not we
will accept it. Use of an unacceptable form of payment may result in us returning the payment and not issuing the Contract.

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

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

Availability of the Contract
The Contract is designed for participants in employer sponsored retirement plans who want to rollover their interest in
an employer sponsored group variable annuity contract, which offers similar minimum guaranteed withdrawal benefits and other
features, into an individual retirement annuity contract. The Contract is designed for long-term tax-deferred accumulation of assets,
generally for retirement or other long-term purposes, and the provision of lifetime income in retirement through the MGWB. The tax-
deferred feature is more attractive to people in high federal and state income tax brackets. You should not buy the Contract
if:

  • You are looking for a short-term investment;
  • You cannot risk getting back an amount less than your initial investment; or
  • Your assets are in a plan that already provides for tax-deferral and you can identify no other benefits in purchasing the Contract.

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

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

IRAs and other qualified plans already have the tax-deferral feature found in the Contract. For an additional cost, the
Contract provides other features and benefits, which other plans may not provide. You should not purchase a qualified Contract unless
you want these other features and benefits, taking into account their cost. See page 46 for more information.

Crediting of Premium Payments
We will process your Initial Premium within 2 Business Days of receipt and allocate it, except as noted below, according to the
instructions you specify, in an amount equal to the Accumulation Value as next determined, so long as the application and all
information necessary for processing the Contract are complete.

In the event that an application is incomplete for any reason, we are permitted to retain your Initial Premium for up to 5 Business Days
while attempting to complete it. We will contact you for further instructions when a Sub-account that you have
selected is not available or, we believe, is requested in error. If the application cannot be completed during this time, we will inform you
of the reasons for the delay. We will also return the Initial Premium promptly. Alternatively, you may direct us to hold the Initial
Premium, which we will place in a non-interest bearing account until the application is completed. Once the application is completed,
we will process your Initial Premium within 2 Business Days and allocate it according to your instructions.

Unless otherwise required by state law, we will allocate your Initial Premium to a money market
Sub-account during the Right to Examine Period . We
refer to this Sub-account in the Contract as the Specially Designated Variable Sub-account – currently, the ING Money Market
Portfolio. After Right to Examine Period expires, we will transfer your Accumulation Value in
the Specially Designated Variable Sub-account to the Sub-account(s) you previously
selected. The Accumulation Value will be allocated based on the Accumulation Value next computed for each Sub-
account.

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When we allocate your Initial Premium to the Sub-account(s) as
described above , we will convert them to accumulation units. We established the Separate Account to
hold assets funding the variable benefits for this and other variable contracts . We will
divide the amount of the payment allocated to a particular Sub-account by the value of an accumulation unit for the
Sub-account to determine the number of accumulation units of the Sub-account to be held in
the Separate Account with respect to your Contract. The net investment results of each
Sub-account vary with its investment performance.

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

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

Minimum Guaranteed Withdrawal Benefit (MGWB)

Highlights

This paragraph introduces the terminology (i.e., the defined terms) of the Minimum Guaranteed Withdrawal Benefit, or MGWB, and
provides a general overview of how its components work together. Benefits and guarantees are subject to the terms, conditions and
limitations of the MGWB provisions under the Contract. The MGWB is an included feature of your Contract and is not an optional
rider. You should however, consider the risk that, depending on the market performance of your Accumulation Value allocations and
how long you live, the MGWB feature of your Contract may not provide a benefit to you. The MGWB is an obligation of the General
Account of ING Life Insurance and Annuity Company. Payment of the benefit is dependent upon the claims paying ability of the
Company. More detailed information follows below. The capitalized words that are underlined in this paragraph constitute
terminology that is unique to the MGWB and also indicate the title of the subsections included below, in which these defined terms are
discussed.

The MGWB guarantees an amount available for regular or systematic Withdrawals from the Contract each Contract Year once the
Lifetime Withdrawal Phase begins (which is the date of your first Withdrawal on or after the Annuitant reaches age 62). We use the
MGWB Base (which is adjusted as described below) as part of the calculation of the pre-determined amount the MGWB guarantees
to be available for regular or systematic Withdrawals from the Contract each Contract Year (which we refer to as the Maximum Annual
Withdrawal, or MAW).
The guarantee continues when the MGWB enters Lifetime Automatic Periodic Benefit
Status (which begins when your Accumulation Value is reduced to zero by a Withdrawal less than or equal to the
MAW), at which time we will make periodic payments to you in an aggregate annual amount equal to the
MAW until the Annuitant’s death in the case of a single life MGWB, or the
deaths of both the Annuitant and the Annuitant’s spouse in the case of a Joint and Survivor MGWB. The MGWB Base is eligible for
Ratchets (which are recalculations of the MGWB Base as described below), and is subject to adjustment for any Excess Withdrawals.

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The MGWB has an allowance for Withdrawals from a Contract subject to the Required Minimum Distribution rules of the Code that 
would otherwise be Excess Withdrawals. The MGWB allows for spousal continuation if a Joint and Survivor MGWB has been elected. 
 
MGWB Base   
The MGWB Base is the factor we use for the sole purpose of calculating the MAW and the charges for 
the MGWB. On the Contract Date, the MGWB Base is set equal to the Annuitant’s MGWB Base under the retirement plan Group 
Contract rolled into the Contract . 
The MGWB Base may be increased by Ratchets and may decrease due to any Withdrawals. The MGWB 
has no cash value. 
 
Withdrawals and Excess Withdrawals 
Once the Lifetime Withdrawal Phase begins, on the date of your first Withdrawal after the Annuitant is age 62, Withdrawals within 
a Contract Year up to the MAW will have no impact 
on the MGWB Base. See page 12. 
 
àExplanatoryExample: 
Assume a Contract in the Lifetime Withdrawal Phase of the MGWB has an Accumulation Value of $90,000, a 
MGWB Base of $100,000, and a Maximum Annual Withdrawal, or MAW, of $5,000. While a Withdrawal of 
$5,000 would reduce the Accumulation Value to $85,000, it would not reduce the MGWB Base because the Withdrawal 
did not exceed the MAW in that Contract Year . See below for more information about the 
MAW . 
 
An Excess Withdrawal is: 
 
· Any Withdrawal taken before the commencement of the Lifetime Withdrawal 
  Phase ; and 
· Any Withdrawal in a Contract Year exceeding the then current Maximum Annual Withdrawal (MAW) 
  on or after the Lifetime Withdrawal Phase has begun . 
 
An Excess Withdrawal will decrease the MGWB Base and may cause the MGWB to terminate. The MGWB terminating by 
an Excess Withdrawal is more likely to occur during periods of negative market activity. On the date that any Excess Withdrawal occurs, 
we will apply an immediate pro rata reduction to the MGWB Base. The proportion of any such reduction will equal: 
 
A  
{B – (C – A)}  
 
Where:   
 
· A is the amount of the Excess Withdrawal; 
· B is the Accumulation Value immediately prior to the Withdrawal; and 
· C is the total amount of the current Withdrawal. 
 
An Excess Withdrawal will result in a pro rata reduction of the MGWB Base, meaning the MGWB Base will be reduced in the same 
proportion as the Accumulation Value is reduced by the portion of the Withdrawal that is considered an Excess Withdrawal, (rather than 
the total amount of the Withdrawal). 
 
àExplanatoryExample: 
Under a Contract before the Lifetime Withdrawal Phase of the MGWB begins, assume the Accumulation Value is $90,000, the 
MGWB Base is $100,000, and there is no MAW amount because the Annuitant is not yet age 
62. As a result, the entire amount of a $3,000 Withdrawal is considered an Excess Withdrawal. The MGWB Base will be 
reduced by 3.33% ($3,000/$90,000) to $96,667 ((1 - 3.33%) * $100,000). 

 

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Accumulation Value  Withdrawal  Total Withdrawals  MGWB  Maximum Annual 
      Base  Withdrawal 
$90,000  ($3,000)  ($3,000)  $100,000  n/a 
$87,000      $96,667  n/a 

 

An Excess Withdrawal that occurs after the Lifetime Withdrawal Phase begins will also cause the MAW 
to be recalculated. The adjustment to the MGWB Base and consequently the MAW is based on the 
amount by which the total Withdrawals in the Contract Year exceed the MAW 
. 
 
àExplanatoryExample: 
Under a Contract after the Lifetime Withdrawal Phase of the MGWB begins, assume the Accumulation Value is $53,000, the 
MGWB Base is $100,000, and the MAW amount is $5,000. The first two Withdrawals of 
$3,000 and $1,500 ($4,500 total) do not exceed the MAW. With the next Withdrawal of 
$1,700, the sum of all Withdrawals in that Contract Year exceeds the MAW . Although the 
current Withdrawal is $1,700, the adjustment to the MGWB Base and the MAW is based on 
$1,200, which is the amount by which the total Withdrawals in the Contract Year exceed the 
MAW. The MGWB Base will be reduced by 2.47% ($1,200/$48,500) to $97, 530 ((1 - 2.47%) * 
$100,000). The MAW is also reduced by 2.47% to $4, 876 ((1 - 2.47%) * $5,000). 

 

Accumulation Value  Withdrawal  Total Withdrawals  MGWB  Maximum Annual 
      Base  Withdrawal 
$53,000  ($3,000)  ($3,000)  $100,000  $5,000 
$50,000  ($1,500)  ($4,500)  $100,000  $5,000 
$48,500  ($1,700)  ($6,200)  $100,000  $5,000 
$46,800    ($6,200)  $97,530  $4,876 

 

IMPORTANT NOTE: An Excess Withdrawal will be deemed to be a full Surrender and the Cash Surrender Value will be paid if, at 
the time of the Withdrawal, the Contract Date is more than 24 months in the past (36 months for Contracts issued in New York) and the 
remaining Cash Surrender Value as of the close of that Business Day is less than $2,500 ($5,000 for Contracts issued in New York). 
 
Ratchets 
The MGWB Base is recalculated on each Contract Anniversary before the Lifetime 
Automatic Benefit Status begins and the day the Contract enters the Lifetime Withdrawal Phase (which we refer to as the Ratchet 
Dates) to equal the greater of the current value of: 

 

·  The MGWB Base; and 
·  The Accumulation Value 

 

We call each such recalculation a Ratchet. If the Accumulation Value on the applicable Ratchet Date is equal to or less than the MGWB 
Base on such Ratchet Date, no Ratchet occurs. 
 
If a Ratchet is scheduled to occur on a non-Business Day, the determination of whether a Ratchet will occur will take place on the next 
Business Day, calculated using the Accumulation Value as of the end of that Business Day, prior to the processing of any transactions. 

 

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Lifetime Withdrawal Phase 
The Lifetime Withdrawal Phase is the period during which the MAW is available for Withdrawal 
The Lifetime Withdrawal Phase begins on the date of your first Withdrawal 
on and after the Annuitant is age 62 (which we refer to as the Lifetime Withdrawal Eligibility Age). On 
the date of your first Withdrawal after the Annuitant is age 62, the MGWB Base is recalculated to equal the greater of the current 
value of: 

 

·  The MGWB Base; and 
·  The Accumulation Value on the previous Business Day. 

 

The Lifetime Withdrawal Phase will continue until the earliest of:

· The date the Contract is Surrendered or otherwise terminated; 
· The date of the Annuitant’s death in the case of single life MGWB, or the later of the date of the Annuitant’s 
death and the Annuitant’s spouse’s death in the case of a Joint and Survivor MGWB (see page 25 for 
details about spousal continuation); 
The Contract’s Annuity Commencement Date unless you elect the Payments under the Table 2 Annuity Plan 
for a Roth IRA Contract (see page 34); 
· 
The date the Accumulation Value is reduced to zero by an Excess Withdrawal; and 
· 
The date the Contract enters the Lifetime Automatic Periodic Benefit Status. 

 

Maximum Annual Withdrawal (MAW)
The MAW is the maximum amount available for regular or systematic Withdrawals from the Contract
under the MGWB in any Contract Year without reducing the MGWB Base in future Contract Years. The amount of the
MAW is first calculated on the date the Lifetime Withdrawal Phase begins. The MAW
equals the MGWB Base multiplied by the MAW percentage. The MAW percentage is equal to Annuitant’s
MAW percentage under the retirement plan Group Contract rolled into the Contract.

The MAW is subject to downward or upward adjustment when the Lifetime Withdrawal Phase is elected at an age that is earlier or later
than age 65, the Assumed Lifetime Withdrawal Commencement Age. The adjustment factors for early and for deferred Lifetime
Withdrawal Commencements are as follows:

Early Lifetime Withdrawal Commencement:  The MAW is reduced to: 
    95% when starting at age 64 
    90% when starting at age 63 
    85% when starting at age 62 
 
Deferred Lifetime Withdrawal Commencement:  The MAW is increased to: 
    102% when starting at age 66 
    104% when starting at age 67 
    106% when starting at age 68 
    108% when starting at age 69 
    110% when starting at age 70 or older 

 

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  The MAW amount will be paid in monthly installments unless some other frequency of payment is requested and agreed to by us, and
the frequency of MAW installments within a Contract Year may be changed subject to our approval. If a MAW installment is less than
$100, we reserve the right to adjust the frequency so that the installment will be at least $100.

If the Annuitant was receiving MAW payments under the retirement plan Group Contract at the time that the Annuitant rolled their
interest in that contract into the Contract, then the first Contract Year MAW payments under the Contract will be adjusted to take into
account the MAW payments received during the withdrawal year prior to the rollover. The amount of the first Contract Year MAW
payments under the Contract in this circumstance will equal the sum of MAW payments remaining for the withdrawal year under the
retirement plan Group Contract at the time of the rollover, plus the pro-rata portion of the full MAW amount for the first Contract Year
under the Contract. The pro-rata portion will be based on the period of time from the Annuitant’s birthday in the first Contract Year to
the first Contract Anniversary.

In the case of a Joint and Survivor MGWB, the MAW is subject to further downward adjustment by the Joint and Survivor Equivalency
Factors shown in Appendix 1 to this Prospectus. The ages of the Annuitant and the Annuitant’s spouse at the time the Contract enters the
Lifetime Withdrawal Phase will be used when making this adjustment. If the Annuitant or the Annuitant’s spouse is not alive when the
Contract enters the Lifetime Withdrawal Phase, we will use the age that the Annuitant or Annuitant’s spouse, as applicable, would have
been had he or she still been living when making this adjustment. If the Annuitant dies before he or she attains the Lifetime Withdrawal
Eligibility Age, the Contact will not enter the Lifetime Withdrawal Phase and the Annuitant’s spouse will not be eligible to receive
MAW payments until such time as the Annuitant would have reached the Lifetime Withdrawal Eligibility Age had he or she remained
alive.

The MAW is recalculated whenever the MGWB Base is recalculated, and the amount of the
MAW will increase if the MGWB Base is increased through Ratchets. The amount of the
MAW will not be reduced by any negative market performance attributable to the Sub-account(s)
in which your Accumulation Value is allocated .

ONLY FOR TAX-QUALIFIED (IRA) CONTRACTS
ALLOWANCE FOR REQUIRED MINIMUM DISTRIBUTIONS
 
 
Required Minimum Distributions 
Except as noted below for a Joint and Survivor MGWB, for purposes of the MGWB we do not deem Withdrawals that exceed the 
Maximum Annual Withdrawal to be Excess Withdrawals, if such Withdrawals relate to a Contract subject to the Required Minimum 
Distribution rules of the Code. You will be entitled to receive the amount by which the Required Minimum Distribution applicable to 
the Contract for a calendar year exceeds the Maximum Annual Withdrawal without causing a pro rata adjustment to the 
MGWB Base and Maximum Annual Withdrawal. We refer to this amount as the Additional Withdrawal Amount. 
 
àExplanatoryExample: 
If your Required Minimum Distribution for the current calendar year applicable to the Contract is $6,000, and the Maximum 
Annual Withdrawal is $5,000, then you will be entitled to receive an Additional Withdrawal Amount of $1,000 ($6,000 - 
$5,000). 
 
The Additional Withdrawal Amount is available on a calendar year basis and recalculated every January to equal the portion of the 
Required Minimum Distribution for that calendar year that exceeds the MAW on the determination 
date. 
 
If you are entitled to an Additional Withdrawal Amount, once you have taken the Maximum Annual Withdrawal for the then current 
Contract Year, the amount of any additional Withdrawals will reduce the Additional Withdrawal Amount for the current calendar year 
and, and if such additional Withdrawals do not exceed the Additional Withdrawal Amount, they will not constitute Excess 
Withdrawals. 
 
àExplanatoryExample: 
Assuming the Required Minimum Distribution for the current calendar year applicable to the Contract is $6,000, and the 
Maximum Annual Withdrawal is $5,000, the Additional Withdrawal Amount equals $1,000 ($6,000 - $5,000). The first two 
Withdrawals of $3,000 and $1,500 ($4,500 total) do not exceed the Maximum Annual Withdrawal. Although the next 
Withdrawal of $1,500 exceeds the Maximum Annual Withdrawal by $1,000, this amount is equal to the Additional 

 

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Withdrawal Amount. Because the Additional Withdrawal Amount is not deemed to be an Excess Withdrawal, there would 
be no pro rata adjustment to the MGWB Base and Maximum Annual Withdrawal. 
 
Any unused amount of the Additional Withdrawal Amount from one calendar year may be carried over to the next calendar year and 
is available through the end of that latter year, at which time any amount remaining will expire. Once you have taken the 
MAW for the current Contract Year, the dollar amount of any additional Withdrawals will first count against and 
reduce any unused Additional Withdrawal Amount from the previous calendar year, followed by any Additional Withdrawal Amount 
for the current calendar year. 
 
àExplanatoryExample: 
Assume the most recent Contract Anniversary was July 1, 2012 and the Maximum Annual Withdrawal is $5,000. Also 
assume the Required Minimum Distributions for 2013 and 2014 applicable to the Contract are $6,000 and $5,000, 
respectively. Between July 1, 2012 and December 2012, a Withdrawal is taken that exhausts the Maximum 
Annual Withdrawal. On January 1, 2013, the Additional Withdrawal Amount for the current calendar year equals 
$1,000 ($6,000 - $5,000). (Note: Although the MAAW has been exhausted, it is still used to 
calculate the Additional Withdrawal Amount.) No additional Withdrawals occur in 2013. On January 1, 2014, the 
Additional Withdrawal Amount for the current calendar year equals zero ($5,000 - $5,000). However, the Additional 
Withdrawal Amount calculated for 2013 would still available for Withdrawal until December 31, 2014. 
 
Withdrawals that exceed the amount of the Maximum Annual Withdrawal and all available Additional Withdrawal Amounts will be 
deemed to be Excess Withdrawals that will cause a pro rata reduction of the MGWB Base, and therefore, a recalculation of the amount 
of the Maximum Annual Withdrawal. 
 
àExplanatoryExample: 
Under a Contract with an Accumulation Value of $53,000, assume the MGWB Base is $100,000, the Maximum Annual 
Withdrawal is $5,000 and the Required Minimum Distribution for the current calendar year applicable to the Contract is 
$6,000. The Additional Withdrawal amount equals $1,000 ($6,000 - $5,000). The first two Withdrawals of $3,000 and 
$1,500 ($4,500 total) do not exceed the Maximum Annual Withdrawal. The next Withdrawal of $3,500 exceeds the sum of 
the Maximum Annual Withdrawal and the Additional Withdrawal Amount. Although the current Withdrawal is $3,500, the 
adjustment to the MGWB Base and the Maximum Annual Withdrawal is based on $2,000, which is the amount by which the 
total Withdrawals in the Contract Year exceed the sum of the Maximum Annual Withdrawal and the Additional Withdrawal 
Amount. The MGWB Base will be reduced by 4.26% ($2,000/47,000) to $95,745 ((1 - 4.26%) * $100,000). The Maximum 
Annual Withdrawal is also reduced by 4.26% to $4,787 (1 - 4.26%) * $5,000). 

 

Accumulation    Total  MGWB  Maximum 
Value  Withdrawal  Withdrawals  Base  Annual 
        Withdrawal 
$53,000  ($3,000)  ($3,000)  $100,000  $5,000 
$50,000  ($1,500)  ($4,500)  $100,000  $5,000 
$48,500  ($3,500)  ($8,000)  $100,000  $5,000 
$45,000    ($8,000)  $95,745  $4,787 

 

The Additional Withdrawal Amount is not subject to any adjustment in the event that the Maximum Annual Withdrawal is 
recalculated during a Contract Year. There is also no adjustment to the Additional Withdrawal Amount upon spousal continuation of 
the MGWB. 
 
Joint and Survivor MGWB - In the case of a Joint and Survivor MGWB under the Contract, where the Annuitant has pre-deceased 
his/her spouse before reaching the Lifetime Withdrawal Eligibility Age shown and the surviving spouse is the sole Designated 
Beneficiary, withdrawals taken from the Contract for the Annuitant’s surviving spouse to satisfy the Required Minimum Distribution 
rules that exceed the MAW for a specific Contract Year will be deemed Excess Withdrawals in that Contract Year. Consequently, no 
AWA is available or will be calculated in this situation. Once the Annuitant would have reached the Lifetime Withdrawal Eligibility 
Age (if he or she were still living), withdrawals taken from the Contract for the surviving spouse to satisfy the Required Minimum 
Distribution rules that exceed the MAW available under the Contract for a specific Contract Year will not be deemed Excess 
Withdrawals in that Contract Year, subject to the provisions described above. 

 

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Lifetime Automatic Periodic Benefit Status 
Lifetime Automatic Periodic Benefit Status only begins when your Accumulation Value is reduced to zero by a Withdrawal less than or 
equal to the Maximum Annual Withdrawal and not by an Excess Withdrawal (or Surrender of the Contract). An Excess Withdrawal that 
causes your Accumulation Value to be reduced to zero will terminate the MGWB. Moreover, any Excess Withdrawal will be deemed to 
be a full Surrender and the Cash Surrender Value will be paid if, at the time of the Withdrawal, no Premiums have been received for the 
prior 24 months (36 months for Contracts issued in New York) and the remaining Cash Surrender Value as of the close of that Business 
Day is less than $2,500 ($5,000 for Contracts issued in New York). 
See page 20. 
 
During Lifetime Automatic Periodic Benefit Status, you will no longer be entitled to make Withdrawals; instead, we will make periodic 
payments to you, which over the course of a Contract Year, will, in the aggregate, equal the MAW. We 
refer to these payments as MGWB Periodic Payments. MGWB Periodic Payments will begin on the first Contract Anniversary after the 
date the MGWB enters Lifetime Periodic Benefit Status and will continue to be paid annually for each Contract Year thereafter until the 
Annuitant dies in the case of a single life MGWB or until the later of the Annuitant’s or the Annuitant’s spouse’s death in the case of a 
Joint and Survivor MGWB and the Contract terminates. If, when Lifetime Automatic Periodic Benefit Status begins, your Withdrawals 
are less than the Maximum Annual Withdrawal for that Contract Year, we will promptly pay you the difference. MGWB Periodic 
Payments will be paid in annual installments unless some other frequency of payment is requested and agreed to by us, and the 
frequency of MGWB Periodic Payment installments within a Contract Year may be changed subject to our approval. If a MGWB 
Periodic Payment installment is less than $100, we reserve the right to adjust the frequency so that the installment will be at least $100. 

 

During Lifetime Automatic Periodic Benefit Status:

·    The dollar amount of the MGWB Periodic Payments will be the same for the 
remaining life of the Annuitant in the case of a single life MGWB or the remaining lives of the Annuitant and the 
Annuitant’s spouse’s in the case of a Joint and Survivor MGWB; 
·    No Additional Premiums are permitted; and 
·    The Contract will provide no further benefits other than as provided in connection with the Minimum Guaranteed 
Withdrawal Benefit. 

 

The Owner or, if applicable, the Owner’s estate is obligated to return any MGWB Periodic Payments made after the Annuitant’s and the
Annuitant’s spouse’s, as applicable, death but before we receive Notice to Us of the death.

If you have previously elected to receive systematic Withdrawals pursuant to the terms of the Contract, which would entitle you to
receive either a fixed dollar amount or an amount based upon a percentage of the Accumulation Value that is withdrawn from your
Contract and paid to you on a monthly, quarterly or annual basis, the MGWB Periodic Payments once Lifetime Automatic Periodic
Benefit Status begins will be made at the same frequency and on the same dates as previously set up, provided the payments were being
made monthly or quarterly. If the payments were being made annually, then the MGWB Periodic Payments will be made on the next
business day following each Contract Anniversary. The sum of the MGWB Periodic Payments in each Contract Year will equal the
amount of the Maximum Annual Withdrawal.

In the event that the Accumulation Value is reduced to zero before the Lifetime Withdrawal Phase begins, MGWB Periodic Payments
will be deferred until the Contract Anniversary on or after the Annuitant reaches age 62.

Death of the Annuitant and Spousal Continuation of the MGWB
The Contract permits a sole primary Beneficiary who is the spouse of the deceased Annuitant to elect to continue the Contract.
The surviving spouse as Beneficiary (or deemed Beneficiary) has the option, but is not required to continue the Contract. Except as
described below, the spouse’s right to continue the Contract is limited by our use of the definition of “spouse”
under U.S. federal law, which refers only to a person of the opposite sex who is a husband or a wife.

25



  When the Annuitant dies, the treatment of the MGWB upon spousal continuation depends on whether
a single life MGWB or a Joint and Survivor MGWB was
elected when the Annuitant’s interest in their retirement plan Group Contract was rolled into the Contract. The MGWB terminates upon
the death of the Annuitant, unless a Joint and Survivor MGWB has been elected and the Contract is continued by the Annuitant’s spouse
as the sole primary Beneficiary. See Death Benefit - Spousal Beneficiary Contract Continuation on page 32 for more
information.

Other Events that Terminate the MGWB 
In addition to the MGWB terminating upon the Annuitant’s death (subject to the surviving spouse’s option to continue the 
Contract) as described above, the MGWB terminates in the event that: 
 
·  The Contract (and therefore the MGWB) is terminated by Surrender (See page 26); and 
·  The Accumulation Value is applied to an Annuity Plan described in Table 1 ( See page 34). 

 

If the MGWB is terminated, the charge for the MGWB will be prorated. Prorated charges will be deducted at the time the MGWB is 
terminated. See page 13. 
 
 
Surrender and Withdrawals 
 
At any time prior to the Annuity Commencement Date, you may Surrender the Contract for its Cash Surrender Value or withdraw a 
portion of the Accumulation Value. After the Annuity Commencement Date you may Surrender the Contract under the Table 2 Annuity 
Plan or for a traditional IRA Contract take a Withdrawal under the Table 2 Annuity Plan (see page 34). 

 

A Surrender or Withdrawal before the Owner or Annuitant, as applicable, reaches age 59 ½ may be subject to a U.S. federal income tax 
penalty equal to 10% of such amount treated as income, for which you would be responsible. See page 42 for a general discussion of the 
U.S. federal income tax treatment of the Contract, which discussion is not intended to be tax advice. You should consult a tax adviser 
 
 
 
26 

 



for advice about the effect of U.S. federal income tax laws, state laws or any other tax laws affecting the Contract, or any transaction
involving the Contract.

Cash Surrender Value
You may take the full cash value from the Contract (which we refer to as the Cash Surrender Value). We do not guarantee a minimum
Cash Surrender Value. The Cash Surrender Value will fluctuate daily based on the investment results of the Sub-
account(s) to which your Accumulation Value is allocated. At any time prior to the Annuity Commencement Date, the Cash Surrender
Value equals the Accumulation Value minus any non-daily charges that have been incurred but not deducted (for example, the pro rata
portion of any MGWB Charges). The Cash Surrender Value may be more or less than the Premium payments you have made.

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

We will generally pay the Cash Surrender Value within 7 days of receipt of Notice to Us of such Surrender. You may receive the Cash
Surrender Value in a single lump sum payment or apply it to an Annuity Plan. See page 34. Upon payment of the Cash Surrender
Value, the Contract will terminate and cease to have any further value.

Withdrawals
You may take a portion of the Accumulation Value from the Contract (which we refer to as a Withdrawal). To take a Withdrawal,
you must provide Notice to Us that specifies the Sub-account(s) from which to take the Withdrawal.
Otherwise, we will take the Withdrawal on a pro rata basis from all of the Sub-accounts in which you are
invested. If we receive your Notice to Us before the close of business on any Business Day, we will determine the amount of the
Accumulation Value of each Sub-account at the close of business on such Business Day; otherwise, we will
determine the amount of the Accumulation Value as of the close of the next Business Day. The Accumulation Value may be more or
less than the Premium payments you have made.

We currently offer the following Withdrawal options:

  • Regular Withdrawals; and
  • Systematic Withdrawals.

Regular Withdrawals
After your right to return the Contract has expired (see page 38), you may take one or more regular Withdrawals. Each such regular
Withdrawal must be a minimum of the lesser of:

  • $1,000; and
  • The amount of the Maximum Annual Withdrawal (and any applicable Additional Withdrawal Amount), less any Withdrawals already taken during the current Contract Year.

You are permitted to make regular Withdrawals regardless of whether you have previously elected, or continue to elect, to make
systematic Withdrawals. A Withdrawal will constitute an Excess Withdrawal (see page 20) and be deemed to be a full Surrender and the
Cash Surrender Value will be paid if:

  • No Premiums have been received in the prior 24 months (36 months in the State of New York); and
  • The remaining Cash Surrender Value as of the close of the Business Day on which such Surrender is made is less than $2,500 ($5,000 in the State of New York).

Systematic Withdrawals
You may choose to receive automatic systematic Withdrawal payments from the Accumulation Value in the variable sub-accounts in
which you are invested, provided you are not making IRA withdrawals (see “Withdrawals from Individual Retirement Annuities”
below). You may take systematic Withdrawals monthly, quarterly or annually. There is no additional charge for electing the systematic
Withdrawal option. Only one systematic Withdrawal option may be elected at a time. You may begin a systematic Withdrawal in a
Contract Year in which a regular Withdrawal has been made.

27



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

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

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

The amount of each systematic Withdrawal must be a minimum of $100. If your systematic Withdrawal is a fixed dollar amount of less
than $100 on any systematic Withdrawal date, we will automatically and immediately terminate your systematic Withdrawal election.

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

Frequency of Systematic Withdrawals  Maximum Percentage of Accumulation Value 
Monthly  2.50% 
Quarterly  7.50% 
Annually  30.00% 

 

If your systematic Withdrawal of an amount that is a percentage of the Accumulation Value would be less than $100, we will contact
you and seek alternative instructions. Unless you direct otherwise, we will automatically terminate your systematic Withdrawal election.

You may change the fixed dollar amount, or percentage of Accumulation Value, of your systematic Withdrawal once each Contract
Year, except in a Contract Year during which you have previously made a regular Withdrawal. You may cancel the systematic
Withdrawal option at any time by providing Notice to Us at least 7 days before the date of the next scheduled systematic Withdrawal.
Withdrawals from Individual Retirement Annuities
If you have a traditional IRA Contract (other than a Roth IRA Contract) and will be at least age 70½ during any calendar year, you
may, pursuant to your IRA Contract, elect for such calendar year and successive calendar years to have distributions made to you to
satisfy requirements imposed by U.S. federal income tax law. Such IRA Withdrawals provide payout of amounts required to be
distributed by the Internal Revenue Service rules governing mandatory distributions under qualified plans.

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

At your discretion, you may request that we calculate the amount you are required to withdraw from your Contract each year based on
the information you give us and the various options under the IRA Contract that you have chosen. This amount will be a minimum of
$100 per IRA Withdrawal. For information regarding the calculation and options that you have, please see the SAI, which you may
request from us without charge by sending us the request form on page 54 of this prospectus. Alternatively, we will accept written
instructions from you setting forth your calculation of the required amount to be withdrawn from your IRA Contract each year, also
subject to the $100 minimum per IRA Withdrawal. If at any time the IRA Withdrawal amount is greater than the Accumulation Value,
we will immediately terminate the IRA Contract and promptly send you an amount equal to the Cash Surrender Value.

28



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

Sub-account Transfers (Excessive Trading Policy)

Between the time that your Right to Examine the Contract has expired and the date on which Annuity Payments begin, if more
than one Sub-account is available, you may transfer your Accumulation Value among the Sub-
accounts in which you are invested. See page 11. We currently do not charge you for transfers made during a Contract Year, but
reserve the right to charge for each transfer after the twelfth transfer in a Contract Year. We also reserve the right to limit the number
of transfers you may make and may otherwise modify or terminate transfer privileges if required by our business judgment or
in accordance with applicable law.

The minimum amount that you may transfer is $100 (unless your entire Accumulation Value held in a Sub-account
is less than $100, in which case you may transfer the entire Accumulation Value in such Sub-account regardless of
the amount). You must provide Notice to Us to make a transfer. We will determine transfer values at the end of the Business Day on
which you provide Notice to Us. Transferred amounts will be reduced by Excess Transfer Charges and redemption fees, if any, imposed
by the Fund in which a Sub-account invests. The transfer will be made on the same day we
receive the transfer request, unless such day is not a Business Day, or we receive the transfer request after the earlier of 4 p.m. Eastern
Time and the close of regular trading on the New York Stock Exchange, in which case we will make the transfer on the next succeeding
Business Day.

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

Limits on Frequent or Disruptive Transfers
The Contract is not designed to serve as a vehicle for frequent transfers. Frequent transfer activity can disrupt management of a
Fund and raise its expenses through:

  • Increased trading and transaction costs;
  • Forced and unplanned Fund turnover;
  • Lost opportunity costs; and
  • Large asset swings that decrease the Fund’s ability to provide maximum investment return to all Contract Owners.

Consequently, we have adopted an Excessive Trading Policy (as described below) to prevent frequent or disruptive transfers that could
otherwise adversely affect Fund performance and investment returns. Accordingly, individuals and entities 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.

29



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 one is engaging in Excessive Trading:

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

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

30



of our variable insurance products, regardless of whether the individual’s or entity’s trading activity falls within the definition of
Excessive Trading set forth above.

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

We do not allow exceptions to our Excessive Trading Policy. We reserve the right to modify our Excessive Trading Policy, or the
policy as it relates to a particular Fund, at any time without prior notice, depending on, among other factors, the needs of the
underlying Fund(s), the best interests of Contract Owners and Fund investors and/or state or federal regulatory requirements.

If we modify our policy, it will be applied uniformly to all Contract Owners or, as applicable, to all Contract Owners investing in the
underlying Fund.

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

Limits Imposed by the Underlying 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 sub-account
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 shares of a
Fund or shares of 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. Trading information related to a Contract Owner is shared under these
agreements, as necessary, so that Fund companies are able to monitor Fund share 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 your name and social
security number or other tax identification number.

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 directing us to
reject any allocations of Premium, or reallocations of Accumulation Value, to the Fund or all Funds within the Fund
family.

Death Benefit

The Contract provides for a Death Benefit equal to the Accumulation Value. The Death Benefit is calculated as of the date we receive
Proof of Death of the Annuitant . Subject to state law, the
Death Benefit is payable upon our receipt of Proof of Death and all required claim forms, provided that the Accumulation Value of
the Contract has not been applied to an Annuity Plan (see page 34).

IMPORTANT NOTE: The Death Benefit is still payable after the Annuity Commencement Date under the Table 2 Annuity Plan
(see page 34).

31



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

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

We will calculate the Death Benefit on the Business Day we receive Proof of Death. Once we have received satisfactory Proof of Death
and all required documentation necessary to process a claim, we will generally pay the Death Benefit within 7 days of such date. See
page 37. Only one Death Benefit
is payable under the Contract. The Death Benefit will be paid to the named Beneficiary
. The Owner
may restrict how the Beneficiary is to receive the Death Benefit (e.g., by requiring a lump-sum payment, installment payments or that
any amount be applied to an Annuity Plan). See page 34.

Spousal Beneficiary Contract Continuation
In the case of a single life MGWB, if the Annuitant’s death occurs before the Annuity Commencement Date, the Contract is not in
Lifetime Automatic Periodic Benefit Status and the sole primary Beneficiary is the deceased Annuitant’s “spouse” (as defined by federal
law), upon Notice to Us from the surviving spouse, in lieu of receiving the Death Benefit the Contract may be continued with the
surviving spouse as the new Owner, pursuant to Section 72(s) of the Code. In this situation the following will apply:

  • The surviving spouse will become the Annuitant;
  • The age of the surviving spouse will be used as the Owner’s age under the continued Contract;
  • The MGWB will terminate and may not be continued; and
  • At the subsequent death of the new Owner/Annuitant (i.e., the surviving spouse), the Death Benefit must be distributed as required for non-spousal Beneficiaries described below, after which, the continued Contract will terminate.

In the case of a Joint and Survivor MGWB, if the Annuitant’s death occurs before the Annuity Commencement Date and the sole
primary Beneficiary is the deceased Annuitant’s “spouse” (as defined by federal law), upon Notice to Us from the deceased Annuitant’s
surviving spouse, in lieu of receiving the Death Benefit, the Contract may be continued with the surviving spouse as the new Owner,
pursuant to Section 72(s) of the Code and the following will apply:

  • The surviving spouse will become the Annuitant;
  • On the day the Contract is continued, the MGWB Base will be set equal to the MGWB Base existing at the time of the deceased Annuitant’s death, reduced pro rata for any Withdrawals taken since the deceased Annuitant’s death;
  • Any Withdrawals taken in the Contract Year in which the Contract is continued will be included in determining whether any Excess Withdrawals have been taken in that Contract Year as well as used in calculating any pro rata reductions of the MGWB Base;
  • On the day the Contract is continued, the MAW Percentage will be set equal to the MAW Percentage existing at the time of the deceased Annuitant’s death;
  • If the Lifetime Withdrawal Phase has not yet begun, eligibility to enter the Lifetime Withdrawal Phase will be continue to be based on the deceased Annuitant’s age (as if he or she were still living); and
  • If the Lifetime Withdrawal Phase has not yet begun, the applicable MAW Percentage will continue to be based on the deceased Annuitant’s age (as if he or she were still living) and the continuing spouse’s age at the time the Lifetime Withdrawal Phase begins.

If the deceased Annuitant’s spouse does not choose to continue the Contract, the Minimum Guaranteed Withdrawal Benefit will
terminate and the Death Benefit will be distributed as stated below for non-spousal Beneficiaries. If the deceased Annuitant’s spouse
has attained age 90 on the date of the Annuitant’s death, the deceased Annuitant’s spouse may not choose to continue the Contract and
the Death Benefit will be distributed as stated below for non-spousal Beneficiaries.

32



Payment of the Proceeds to a Spousal or Non-spousal Beneficiary
Subject to any payment restrictions imposed by the Owner, the

Beneficiary may receive the Death Benefit in
one lump sum or installments, provided the Death Benefit is distributed to the Beneficiary within 5 years of the Owner’s death. The
Beneficiary has until 1 year after the Owner’s death to decide to apply the Death Benefit to an Annuity Plan. If the Death Benefit is
applied to an Annuity Plan, the Beneficiary will be deemed to be the Annuitant, and the Annuity Payments must:

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

  If we do not receive a request to apply the Death Benefit to an Annuity Plan, we will make a single sum distribution to the Beneficiary.
Subject to state law conditions and requirements, the payment may generally be made into an interest
bearing retained asset account, backed by our General Account, which can be accessed by the Beneficiary through a draftbook feature.
This account is not insured or guaranteed by the FDIC or any other government entity. The Beneficiary may access the Death
Benefit proceeds at any time without penalty. For information on required distributions under U.S. federal income tax laws, see
“Required Distributions upon Owner’s Death” below. Interest earned on amounts held in the interest bearing account may be less than
interest paid on other settlement options, as we seek to make a profit on such interest bearing accounts. You may be able to earn a better
return elsewhere. At the time of death benefit election, the beneficiary may elect to receive the death benefit proceeds directly by check
rather than through the draftbook feature of the interest bearing account by notifying the Customer Service Center.

The Beneficiary may elect to receive the Death Benefit in payments over a period of time based on his or her life expectancy. These
payments are sometimes referred to as stretch payments. Stretch payments for each calendar year will vary in amount because they are
based on the Accumulation Value and the Beneficiary’s remaining life expectancy. The first stretch payment must be made by the first
anniversary of the Owner’s date of death. Each succeeding stretch payment is required to be made by December 31st of each calendar
year. Stretch payments are subject to the same conditions and limitations as systematic Withdrawals. See page 27. The rules for, and
tax consequences of, stretch payments are complex and contain conditions and exceptions not covered in this prospectus. You should
consult a tax adviser for advice about the effect of U.S. federal income tax laws, state laws or other tax laws affecting the Contract, or
any transactions involving the Contract.

Death Benefit Once Annuity Payments Have Begun
There is no Death Benefit once the Owner decides to begin receiving Annuity Payments, except under the Table 2 Annuity Plan for a
Roth IRA (see below). In the event that the
Annuitant dies before all guaranteed Annuity Payments have been made pursuant to any applicable Annuity Plan, we will continue
to make the Annuity Payments until all such guaranteed payments have been made. The Annuity Payments will be paid to the
Beneficiary according to the Annuity Plan at least as frequently as before the death of the Owner or Annuitant, as applicable.

33



  Annuity Plans and Annuity Payments

Annuity Commencement Date
The Contract provides for Annuity Payments, so long as the Annuitant is then living. You can apply the Accumulation Value to an
Annuity Plan on any date following the first Contract Anniversary. We refer to the date on which Annuity Payments commence as the
Annuity Commencement Date.

The Annuity Commencement Date can be no later than the January 1st on or next following the Annuitant’s 90th birthday (which date
we refer to as the Maximum Annuity Commencement Date), unless we agree to a later date. If you do not select a date, the Annuity
Commencement Date will be the Maximum Annuity Commencement Date.

The Annuity Plans
You may elect one of the Annuity Plans described in Table 1 or Table 2 below. In addition, you may elect another Annuity Plan we may
be offering thirty days prior to the Annuity Commencement Date, the latest date by which you must provide your election. You may
change Annuity Plans at any time before the Annuity Commencement Date by providing at least 30 days prior Notice to Us. The
Annuity Plan may not be changed once Annuity Payments begin.

TABLE 1:
On or Before the Maximum Annuity Commencement Date
Payments for a Period Certain 
·  Annuity Payments are made in equal installments for a fixed number of years. The number of years cannot be 
  less than 10 or more than 30, unless otherwise required by applicable law. 
Payments for Life with a Period Certain 
·  Annuity Payments are made for a fixed number of years and as long thereafter as the Annuitant is living. The 
  number of years cannot be less than 10 or more than 30, unless otherwise required by applicable law. 
Life Only Payments 
·  Annuity Payments are made for as long as the Annuitant is living. 
Joint and Last Survivor Life Payments 
·  Annuity Payments are made for as long as either of two Annuitants is living. 
 
 
TABLE 2:
ONLY on the Maximum Annuity Commencement Date
Payments for Life with Surrender Right and Death Benefit 
·  If your Contract is a Roth IRA Contract, Annuity Payments are made for as long 
  as the Annuitant is living. 
·  IMPORTANT NOTE: This annuity payout option is designated as the default Annuity Plan under your 
  Roth IRA Contract if you do not elect an Annuity Plan. 
Automatic Required Minimum Distribution Option 
·  If your Contract is a traditional IRA Contract, periodic payments are made for as long as the 
  Annuitant is living. 
·  IMPORTANT NOTE: This annuity payout option is designated as the default Annuity Plan under your 
  IRA Contract if you do not elect an Annuity Plan. 

 

34



Annuity Plan Comparison Chart
Key:      Payments for Automatic
 ü= permitted Payments for a  Payments for  Life Only   Joint and Last  Life with  Required
û= not permitted Period Certain  Life with a  Payments  Survivor Life  Surrender Right  Minimum 
  Period Certain    Payments  and Death  Distribution 
          Benefit  Option 
Select another Annuity Plan after  û  û  û  û  û  ü 
the Annuity Commencement Date             
Monthly, quarterly, annual and  ü  ü  ü  ü  ü  ü 
semi-annual Annuity Payments             
Change the frequency of the  û  û  û  û  û  ü 
Annuity Payments             
Withdrawals after the Annuity  û  û  û  û  û  ü 
Commencement Date             
Surrender of the Contract after the  û  û  û  û  ü  ü 
Annuity Commencement Date             
Accumulation Value remains             
allocated to Sub-accounts û  û  û  û  ü  ü 

 

Annuity Payments
Annuity Payments are periodic payments made by us to you, or subject to our consent in the event the payee is not a natural person, to a
payee designated by you. Annuity Payments will be made to the Owner, unless you provide Notice to Us directing otherwise. Any
change in payee will take effect as of the date we receive Notice to Us.

For Table 1 Annuity Plans, Annuity Payments are fixed and we determine the amount of such Annuity Payments on the Annuity
Commencement Date as follows:

  • Accumulation Value; minus
  • Any premium tax that may apply; multiplied by
  • The applicable payment factor, which depends on:
     
  • The Annuity Plan;
     
  • The frequency of Annuity Payments;
     
  • The age of the Annuitant (and gender, where appropriate under applicable law); and
     
  • A net investment return of 1.0% is assumed (we may pay a higher rate at our discretion).

    We use the Annuity 2000 Mortality Tables. Portions of the tables relevant to each Annuity Plan are set forth in the Contract for
    illustration purposes. You can obtain information more specific to your Contract by contacting our Customer Service Center. Contact
    information for the Customer Service Center appears on page 1.

    Under the Annuity Plan that provides for life only payments, if the Minimum Guaranteed Withdrawal Benefit is still in effect (see page
    19) on the Annuity Commencement Date, we will pay the greater amount of:

    • The Annuity Payments (as determined per the above calculation); and
    • The Maximum Annual Withdrawal (see page 22).

    For Table 2 Annuity Plans:

    If your Contract is a Roth IRA Contract, Annuity Payments are variable and we determine the amount of such
    Annuity Payments, on an annual basis beginning on the December 31 that precedes the Maximum Annuity Commencement
    Date (and on each December 31 thereafter), as follows:

    • Accumulation Value; divided by
    • The life expectancy of the Annuitant, which depends on the age of the Annuitant, as determined pursuant to the Single Life Expectancy Table under Treasury Regulation Section 1.401(a)(9)-9.

    35



    If your Contract is a Traditional IRA Contract, Annuity Payments are variable and we determine the amount of such periodic payments,
    on an annual basis beginning on the December 31 that precedes the maximum Annuity Commencement Date (and on each December 31
    thereafter), as follows:

    • Accumulation Value; plus
    • The actuarial present value of the Minimum Guaranteed Withdrawal Benefit determined pursuant to Treasury Regulation Section 1.401(a)(9)-6, Q&A 12; divided by
    • The distribution period, which depends on the age of the Annuitant determined pursuant to the Uniform Lifetime Table under Treasury Regulation Section 1.401(a)(9)-9.

    Under the Table 2 Annuity Plans, if the Minimum Guaranteed Withdrawal Benefit is still in effect (see page ) on the Annuity
    Commencement Date, we will pay the greater amount of:

    • The Annuity Payments (as determined per the above calculation); and
    • The Maximum Annual Withdrawal (see page 22), as determined beginning with the Contract Anniversary that is the maximum Annuity Commencement Date.

    If the Accumulation Value is less than $2,000 on the Annuity Commencement Date, we will pay such amount in a single lump-sum
    payment. We will make the Annuity Payments in monthly installments, unless you deliver Notice to Us directing us to pay at a different
    frequency. If any day that an Annuity Payment is thereafter scheduled to be paid is not a Business Day (e.g., a weekend, or the day does
    not exist in the given month), such Annuity Payment will be paid on the next Business Day. Each Annuity Payment must be at least
    $20.

    We reserve the right in the Contract to make the Annuity Payments less frequently, as necessary, to make the Annuity Payments equal to
    at least $20. We may also change the $2,000 and $20 minimums, if allowed by law, based upon increases reflected in the Consumer
    Price Index for All Urban Consumers (CPI-U) since September 1, 2012. The MGWB terminates, once you begin to receive
    Annuity Payments under an Annuity Plan.

    The Annuity Payments received under an Annuity Plan through the Contract will not be less than the payments that would be provided
    from the application of the Cash Surrender Value to a single premium immediate annuity under the same Plan offered by us on the
    Annuity Commencement Date.

    Upon application of the Accumulation Value to an Annuity Plan, unless you are eligible for and elect a Table 2 Annuity Plan for
    a Roth IRA Contract, the Contract will terminate and will cease to have any further value other than as provided under the
    Annuity Plan you elected.

    IMPORTANT NOTE: For Contracts issued New York, Annuity Payments at the time of commencement will not be less than those
    that would otherwise be provided by the application of an amount to purchase any single premium immediate annuity offered by us at
    the time to the same class of Annuitants. If no single premium immediate annuity is offered by us at the time Annuity Payments under
    the Contract would otherwise commence, such Annuity Payments will not be less than those that would otherwise be provided by
    applying reasonable current market single premium immediate annuity rates to the same amount.

    Death of the Annuitant
    In the event the Annuitant dies on or after the Annuity Commencement Date, but before all Annuity Payments have been made pursuant
    to the applicable Annuity Plan, we will continue the Annuity Payments until all guaranteed Annuity Payments have been made. The
    Annuity Payments will be paid at least as frequently (and at least as rapidly) as before the Annuitant’s death until the end of any
    guaranteed period certain. We may require satisfactory proof of death in regard to the Annuitant before continuing the Annuity
    Payments.

    Under the Table 2 Annuity Plan , so long as the MGWB is not in the Lifetime
    Automatic Periodic Benefit Status (see page 25), the Beneficiary will be entitled to the Death Benefit (see page 31) according to one
    of the following:

    • In a lump sum on or before the end of the calendar year in which the Annuitant’s death occurs; or

    36



    • Periodic payments, in the same frequency and at least as rapidly as under this Annuity Plan at the time of death, equal to, on an annual basis as determined on the December 31 immediately preceding the Contract Year in which the payments will be made, the Accumulation Value divided by the remaining life expectancy of the Annuitant at the time of death (or the life expectancy of the Beneficiary at the time of the Annuitant’s death if shorter). Life expectancy is determined pursuant to the Single Life Table under Treasury Regulation Section 1.401(a)(9)-9.

    On each December 31 following the first periodic payment of the Death Benefit (the amount of which is determined as per the above),
    we will recalculate the periodic payment using the remaining Accumulation Value and the life expectancy factor used in calculating the
    amount of the prior periodic payment reduced by one.

    Other Important Information

    Reports to Contract Owners
    We will confirm purchase, transfer and Withdrawal transactions usually within 5 Business Days of processing any such transaction. At
    least once a year, we will send you, without charge, a report showing the current Accumulation Value and Cash Surrender Value, as well
    as amounts deducted from, or added to, the Accumulation Value since the last report. This report will show your allocation of the
    Accumulation Value among the Sub-accounts, as well as any other information that is required by law or regulation.
    We may also send you a quarterly statement showing these same values as of the end of the calendar quarter.

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

    Suspension of Payments
    We reserve the right to suspend or postpone the date of any payment or determination of any value under the Contract, beyond the 7
    permitted days by applicable law, on any Business Day when:

    • The New York Stock Exchange is closed for trading; or
    • An emergency exists as determined by the SEC so that the sale of securities held in Variable Annuity Account B may not reasonably occur or so that the Company may not reasonably determine the value of Variable Annuity Account B’s net assets; or

    During such times, we may delay:

    • Determination and payment of the Cash Surrender Value (see page 27);
    • Determination and payment of the Death Benefit (see page 31);
    • Allocation changes to the Accumulation Value; or
    • Application of the Accumulation Value under an Annuity Plan (see page 34).

    Deferred payments may include interest that is required by applicable state law.

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

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

    37



    Assignment
    Traditional IRA Contracts and Roth IRA Contracts may not be sold, assigned, discounted or pledged as collateral for a loan or as
    security for the performance of an obligation or for any other purpose.

    Contract Changes
    We have the right to amend, make changes to or modify the Contract if required by law, including any amendment, change or
    modification necessary to continue to qualify such Contract as an annuity contract under applicable law. Any such amendment, change
    or modification must be in writing. An Endorsement added to comply with applicable law does not require your consent but is subject to
    regulatory approval. Any such amendments, changes or modifications will apply uniformly to all contracts affected.

    Right to Examine and Return the Contract
    Subject to state law, you may return the Contract for any reason or no reason at all within 15 days of receipt (or
    30 days if the Contract is a replacement contract as defined by applicable state law) and receive the Accumulation Value plus any
    charges we have deducted, which amount may be more or less than the Premium paid because of the investment performance of the Sub-
    account into which the Initial Premium is allocated. During the Right to Examine Period, your Initial Premium will be allocated to the
    Sub-account that invests in the ING Money Market Portfolio, and at the end of the Right to Examine Period your accumulation Value
    will automatically be reallocated to the Sub-account that invests in the ING Retirement Moderate Portfolio. For Contracts issued in
    California, if you are age 60 or older on the date the application was signed, you may direct us to allocate your Initial Premium to the
    ING Retirement Moderate Portfolio during the Right to Examine Period rather than to the ING Money Market Portfolio

    38



    If you decide to return the Contract, you must deliver it to: 
     
    ·  To us at our Customer Service Center (the address is specified on page 1); or 
    ·  To your agent/registered representative. 

     

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

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

    39



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

    Directed Services LLC does not retain any commissions or compensation that we pay to it for Contract sales. Directed Services LLC
    enters into selling agreements with affiliated and unaffiliated broker/dealers to sell the Contracts through their registered representatives
    who are licensed to sell securities and variable insurance products, which representatives we refer to as selling firms. Selling firms are
    also registered with the SEC and are FINRA member firms.

    The following selling firm is affiliated with the Company and has entered into a selling agreement with Directed Services LLC for the
    sale of our variable annuity contracts:

    · ING Financial Partners, Inc.

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

    Directed Services LLC pays selling firms for Contract sales according to one or more schedules. This compensation is generally based
    on a percentage of Premium payments. Selling firms may receive commissions of up to 0.50% of Premium. In addition, selling firms
    may receive ongoing annual compensation of up to 0.50% of all, or a portion, of the values of Contracts sold through such selling firm.
    Individual representatives may receive all or a portion of the compensation paid to their selling firm, depending on such selling firm’s
    practices. Commissions and annual compensation, when combined with additional compensation or reimbursement of expenses (as
    more fully described below), could exceed 0.50% of Premium.

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

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

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

    40



    expenses (including meals and lodging) to pre-approved training and education seminars, and payment for
    advertising and sales campaigns.

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

    The following is a list of the top 25 selling firms that, during 2011, received the most total dollars of compensation, in the aggregate,
    from us in connection with the sale of registered annuity contracts issued by us, ranked from greatest to least :

    1.  LPL Financial Corporation  14.  First Allied Securities Inc. 
    2.  Morgan Stanley Smith Barney LLC.  15.  Woodbury Financial Services Inc. 
    3.  ING Financial Partners Inc.  16.  Wells Fargo SEC, LLC 
    4.  Merrill Lynch, Pierce, Fenner & Smith, Incorporated  17.  SII Investments Inc. 
    5.  Wells Fargo Advisors, LLC  18.  Wells Fargo Advisors Financial Network, LLC 
    6.  Wells Fargo Advisors, LLC (Bank Channel)  19.  Commonwealth Financial Network Inc. 
    7.  UBS Financial Services Inc.  20.  Centaurus Financial Inc. 
    8.  Raymond James Financial Services Inc.  21.  Royal Alliance Assoc. 
    9.  National Planning Corporation  22.  PrimeVest Financial Services Inc. 
    10.  Multi-Financial Securities Corporation  23.  RBC Capital Markets Corporation 
    11.  Financial Network Investment Corporation  24.  Cambridge Investment Research Inc. 
    12.  Securities America Inc.  25.  Raymond James and Associates Inc. 
    13.  ING Financial Partners, Inc. CAREER     

     

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

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

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

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

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

    41



    Legal Proceedings
    We are not aware of any current or pending legal proceedings that involve Variable Annuity Account B as a party.

    The Company is involved in threatened or pending lawsuits/arbitrations arising from the normal conduct of its 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.

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

    United States Federal Income Tax Considerations

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

    • Your tax position (or the tax position of the designated Beneficiary, as applicable) may influence the U.S. federal taxation of amounts held, or paid out, under the Contract;
    • Tax laws change. It is possible that a change in the future could retroactively affect contracts issued in the past, including your Contract;
    • This section addresses some, but not all, applicable U.S. federal income tax rules and does not discuss U.S. federal estate and gift tax implications, state and local taxes, taxes of any foreign jurisdiction or any other tax provisions; and
    • No assurance can be given that the Internal Revenue Service, or IRS, would not assert, or that a court would not sustain, a position contrary to any of those set forth below.

    We do not intend this information to be tax advice. No attempt is made to provide more than a general summary of information
    about the use of the Contract with tax-qualified retirement arrangements, and the Code may contain other restrictions and
    conditions that are not included in this summary. You should consult with a qualified tax adviser for advice about the effect of
    federal income tax laws, state tax laws or any other taxes affecting the Contract or any transactions involving the Contract.

    Qualified Contracts
    The Contracts described in this prospectus may be purchased on a tax-qualified basis (“qualified contracts”).
    Qualified contracts are designed for use
    by individuals whose premium payments are comprised solely of proceeds from retirement plans, pre-tax contributions to Individual
    Retirement Annuities (“IRA”) or after-tax contributions to a Roth IRA that are intended to qualify for special favorable income tax
    treatment under Section 408 or 408A of the Code, respectively.

    42



    43



    44



    45



    Taxation of Qualified Contracts

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

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

    Adverse tax consequences may result from:

    • 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
    • Certain other specified circumstances.

    Some qualified contracts may be subject to additional distribution or other requirements that are not incorporated into your Contract. No
    attempt is made to provide more than general information about the use of the Contract as a qualified contract. Contract
    Owners, Annuitants and Beneficiaries are cautioned that the rights of any person to any benefits under qualified contracts may be subject
    to the terms and conditions of the retirement plans or programs themselves, regardless of the terms and conditions of the Contract. The
    Company is not bound by the terms and conditions of such plans to the extent such terms contradict any language of the Contract, unless
    we consent to be so bound.

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

    46



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

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

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

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

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

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

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

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

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

    Roth IRA – Qualified Distributions. A partial or full distribution of purchase payments to a Roth IRA account and earnings credited
    on those purchase payments will be excludable from income if it is a qualified distribution. A “qualified distribution” from a Roth IRA
    account is defined as a distribution that meets the following requirements:

  • The distribution occurs after the five-year taxable period measured from the earlier of:
     
  • The first taxable year you made a designated Roth contribution to any designated Roth account established for you under the same applicable retirement plan as defined in Tax Code section 402A;
     
  • If a rollover contribution was made from a designated Roth account previously established for you under another applicable retirement plan, the first taxable year for which you made a designated Roth contribution to such previously established account;

    47



     
  • The first taxable year in which you made an in-plan Roth rollover of vested non-Roth amounts otherwise eligible for distribution under the same plan; and
  • The distribution occurs after you attain age 59½, die with payment being made to your beneficiary, or become disabled
     

    defined in the Tax Code.

    A distribution from a Roth account that is not a qualified distribution is includible in gross income under the Tax Code in proportion to
    your investment in the contract (basis) and earnings on the contract.

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

    • You have attained age 59½;
    • You have become “disabled,” as defined in the Code;
    • You have died and the distribution is to the beneficiary of such IRA;
    • The distribution amount is directly transferred into another eligible retirement plan or to an IRA or Roth IRA in accordance with the terms of the 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 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 Code. The Code may provide other exceptions or impose other
    penalty taxes in other circumstances.

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

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

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

    • Over your life or the joint lives of you and your designated Beneficiary; or

    48



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

    Distribution Amounts. The amount of each required distribution must be calculated in accordance with Section 401(a)(9) of the Code.
    The entire interest in the account includes the amount of any outstanding rollover, transfer, recharacterization, if applicable, and the
    actuarial present value of other benefits provided under the account, such as guaranteed death benefits.
    50% Excise Tax. If you fail to receive the minimum required distribution for any tax year, a 50% excise tax may be imposed on the
    required amount that was not distributed.

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

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

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

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

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

    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 year containing the fifth anniversary of your death.

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

    Taxation of the MGWB and Annuity Payments.
    Except as otherwise noted below, when a Withdrawal of your Accumulation Value occurs under the MGWB provision of your Contract,
    the amount you receive will be treated as ordinary income subject to U.S. federal income tax up to an amount equal to the excess, if any,
    of the Contract’s value immediately before the distribution over your investment in the Contract at that time.

    Investment in the Contract is generally equal to the amount of all contributions to the Contract previously included in your gross income,
    less the aggregate amount of non-taxable distributions you previously took from your Contract. The income on the Contract for
    purposes of calculating the taxable amount of a distribution may be unclear and you should consult with a qualified tax adviser about the
    taxation of MAW payments. In addition, MGWB Periodic Payments after your Contract’s value has been reduced to zero are taxable as
    Annuity Payments and subject to the exclusion ratio rules under Section 72(b) of the Code for U.S. federal income tax purposes.

    Payments of the MAW under the Table 2 Annuity Plans (see page 34) are designed to be treated as Annuity Payments for withholding
    and tax reporting purposes. A portion of each such Annuity Payment is generally not taxed as ordinary income, and the remainder is
    taxed as ordinary income. The non-taxable portion of the Annuity Payment is generally determined in a manner that is designed to

    49



    allow you to recover your investment in the Contract ratably on a tax-free basis over the expected stream of Annuity Payments. Any
    Withdrawals in addition to the Annuity Payments of the Maximum Annual Withdrawal, if permitted, constitute Excess Withdrawals,
    causing a pro rata reduction of the MGWB Base and MAW amount. This reduction will result in a proportional reduction in the non-
    taxable portion of your future MAW payments. Once your investment in the Contract has been fully recovered, the full amount of each
    of your future MAW payments would be subject to U.S. federal income tax as ordinary income.

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

    Partial annuitization of your Contract may be available. Please consult your tax adviser before electing a partial annuitization.

    IRA Contracts. For IRA contracts, a portion of each such Annuity Payment is generally not taxed as ordinary income, and the
    remainder is taxed as ordinary income. The non-taxable portion of the 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. Once your investment in the Contract has been fully recovered, the full amount of each of your future Annuity Payments
    would be subject to federal income tax as ordinary income. Under the MGWB provisions of the Contract, any Withdrawals in addition
    to the Maximum Annual Withdrawal, if permitted, constitute Excess Withdrawals, causing a pro rata reduction of the MGWB Base and
    Maximum Annual Withdrawal. This reduction will result in a proportional reduction in the non-taxable portion of your future
    Maximum Annual Withdrawals and MGWB Periodic Payments.

    Roth IRA Contracts. For Roth IRA contracts, as long as you meet the holding and age requirements, your Annuity Payments should
    be federal income tax-free. If the holding and age requirements are not met, the Annuity Payments would be subject to taxation as
    described above for IRA Contracts.

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

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

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

    Assignment and Other Transfers

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

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

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

    50



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

    We automatically apply investment income and capital gains attributable to Variable Annuity Account B to increase reserves under the
    Contracts. Because of this, under existing U.S. 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
    Variable Annuity Account B will be first used to reduce any income taxes imposed on such Separate Account before
    being used by the Company.

    In summary, we do not expect that we will incur any U.S. federal income tax liability attributable to Variable Annuity Account B and we
    do not intend to make any provision for such taxes. However, changes in U.S. federal tax laws and/or the interpretation thereof may
    result in our being taxed on income or gains attributable to Variable Annuity Account B. In this case, we may impose a charge against
    Variable Annuity Account B (with respect to some or all of the Contracts) to set aside provisions to pay any such taxes. We may deduct
    this amount from Variable Annuity Account B, including from your Accumulation Value invested in the Sub-
    accounts.

    51



                                                   Appendix 1

    Option Data Table (applicable only if Joint and Survivor MGWB has been elected). If a Joint and Survivor MGWB is elected,
    when the MAW is requested the MAW shall be actuarially adjusted based on the Annuitant’s and the Annuitant’s spouse’s ages on the
    date of the request, following the adjustment for early lifetime withdrawal commencement or deferred lifetime withdrawal
    commencement, if applicable, using the following Joint and Survivor Equivalency Factors:

      Annuity 2000 Basic Mortality / 3% Interest Joint and Survivor Equivalency Factors       
                  Annuitant’s             
    Spouse’s              Age             
    Age  62  63  64  65  66  67  68  69  70  71  72  73  74 
    20  58%  57%  55%  54%  52%  51%  49%  48%  46%  44%  43%  41%  40% 
    21  58%  57%  55%  54%  52%  51%  49%  48%  46%  45%  43%  42%  40% 
    22  59%  57%  56%  54%  53%  51%  50%  48%  47%  45%  43%  42%  40% 
    23  59%  58%  56%  55%  53%  51%  50%  48%  47%  45%  44%  42%  41% 
    24  59%  58%  56%  55%  53%  52%  50%  49%  47%  45%  44%  42%  41% 
    25  60%  58%  57%  55%  54%  52%  51%  49%  47%  46%  44%  43%  41% 
    26  60%  59%  57%  56%  54%  52%  51%  49%  48%  46%  44%  43%  41% 
    27  61%  59%  58%  56%  54%  53%  51%  50%  48%  46%  45%  43%  42% 
    28  61%  59%  58%  56%  55%  53%  52%  50%  48%  47%  45%  43%  42% 
    29  61%  60%  58%  57%  55%  54%  52%  50%  49%  47%  45%  44%  42% 
    30  62%  60%  59%  57%  56%  54%  52%  51%  49%  47%  46%  44%  43% 
    31  62%  61%  59%  58%  56%  54%  53%  51%  49%  48%  46%  44%  43% 
    32  63%  61%  60%  58%  56%  55%  53%  52%  50%  48%  47%  45%  43% 
    33  63%  62%  60%  59%  57%  55%  54%  52%  50%  49%  47%  45%  44% 
    34  64%  62%  61%  59%  57%  56%  54%  52%  51%  49%  47%  46%  44% 
    35  64%  63%  61%  60%  58%  56%  55%  53%  51%  49%  48%  46%  44% 
    36  65%  63%  62%  60%  58%  57%  55%  53%  52%  50%  48%  46%  45% 
    37  65%  64%  62%  61%  59%  57%  56%  54%  52%  50%  49%  47%  45% 
    38  66%  64%  63%  61%  59%  58%  56%  54%  53%  51%  49%  47%  46% 
    39  67%  65%  63%  62%  60%  58%  57%  55%  53%  51%  50%  48%  46% 
    40  67%  66%  64%  62%  61%  59%  57%  55%  54%  52%  50%  48%  47% 
    41  68%  66%  65%  63%  61%  60%  58%  56%  54%  52%  51%  49%  47% 
    42  69%  67%  65%  64%  62%  60%  58%  57%  55%  53%  51%  49%  48% 
    43  69%  68%  66%  64%  63%  61%  59%  57%  55%  54%  52%  50%  48% 
    44  70%  68%  67%  65%  63%  62%  60%  58%  56%  54%  52%  51%  49% 
    45  71%  69%  67%  66%  64%  62%  60%  59%  57%  55%  53%  51%  49% 
    46  71%  70%  68%  66%  65%  63%  61%  59%  57%  56%  54%  52%  50% 
    47  72%  71%  69%  67%  65%  64%  62%  60%  58%  56%  54%  53%  51% 
    48  73%  71%  70%  68%  66%  64%  63%  61%  59%  57%  55%  53%  51% 
    49  74%  72%  71%  69%  67%  65%  63%  62%  60%  58%  56%  54%  52% 
    50  75%  73%  71%  70%  68%  66%  64%  62%  61%  59%  57%  55%  53% 
    51  75%  74%  72%  71%  69%  67%  65%  63%  61%  59%  57%  56%  54% 
    52  76%  75%  73%  71%  70%  68%  66%  64%  62%  60%  58%  56%  54% 
    53  77%  76%  74%  72%  71%  69%  67%  65%  63%  61%  59%  57%  55% 
    54  78%  77%  75%  73%  71%  70%  68%  66%  64%  62%  60%  58%  56% 
    55  79%  77%  76%  74%  72%  71%  69%  67%  65%  63%  61%  59%  57% 
    56  80%  78%  77%  75%  73%  72%  70%  68%  66%  64%  62%  60%  58% 
    57  81%  79%  78%  76%  74%  73%  71%  69%  67%  65%  63%  61%  59% 
    58  82%  80%  79%  77%  75%  74%  72%  70%  68%  66%  64%  62%  60% 
    59  83%  81%  80%  78%  76%  75%  73%  71%  69%  67%  65%  63%  61% 
    60  83%  82%  81%  79%  77%  76%  74%  72%  70%  68%  66%  64%  62% 

     

    52



      Appendix 1 (continued)

    Annuity 2000 Basic Mortality / 3% Interest Joint and Survivor Equivalency Factors (continued)

                  Annuitant’s             
    Spouse’s              Age             
    Age  62  63  64  65  66  67  68  69  70  71  72  73  74 
    61  84%  83%  82%  80%  78%  77%  75%  73%  71%  69%  67%  65%  63% 
    62  85%  84%  83%  81%  79%  78%  76%  74%  72%  70%  68%  66%  64% 
    63  86%  85%  83%  82%  80%  79%  77%  75%  74%  72%  70%  68%  66% 
    64  87%  86%  84%  83%  82%  80%  78%  77%  75%  73%  71%  69%  67% 
    65  88%  87%  85%  84%  83%  81%  79%  78%  76%  74%  72%  70%  68% 
    66  89%  87%  86%  85%  84%  82%  81%  79%  77%  75%  73%  71%  69% 
    67  89%  88%  87%  86%  85%  83%  82%  80%  78%  76%  75%  73%  71% 
    68  90%  89%  88%  87%  86%  84%  83%  81%  79%  78%  76%  74%  72% 
    69  91%  90%  89%  88%  87%  85%  84%  82%  81%  79%  77%  75%  73% 
    70  92%  91%  90%  89%  87%  86%  85%  83%  82%  80%  78%  77%  75% 
    71  92%  91%  90%  89%  88%  87%  86%  84%  83%  81%  80%  78%  76% 
    72  93%  92%  91%  90%  89%  88%  87%  86%  84%  83%  81%  79%  77% 
    73  93%  93%  92%  91%  90%  89%  88%  87%  85%  84%  82%  80%  79% 
    74  94%  93%  93%  92%  91%  90%  89%  88%  86%  85%  83%  82%  80% 
    75  95%  94%  93%  92%  92%  91%  90%  89%  87%  86%  85%  83%  81% 
    76  95%  95%  94%  93%  92%  91%  91%  89%  88%  87%  86%  84%  83% 
    77  96%  95%  94%  94%  93%  92%  91%  90%  89%  88%  87%  85%  84% 
    78  96%  95%  95%  94%  94%  93%  92%  91%  90%  89%  88%  87%  85% 
    79  96%  96%  95%  95%  94%  94%  93%  92%  91%  90%  89%  88%  86% 
    80  97%  96%  96%  95%  95%  94%  93%  93%  92%  91%  90%  89%  87% 
    81  97%  97%  96%  96%  95%  95%  94%  93%  93%  92%  91%  90%  88% 
    82  97%  97%  97%  96%  96%  95%  95%  94%  93%  92%  92%  91%  89% 
    83  98%  97%  97%  97%  96%  96%  95%  95%  94%  93%  92%  91%  90% 
    84  98%  98%  97%  97%  97%  96%  96%  95%  95%  94%  93%  92%  91% 
    85  98%  98%  98%  97%  97%  97%  96%  96%  95%  94%  94%  93%  92% 
    86  98%  98%  98%  98%  97%  97%  97%  96%  96%  95%  94%  94%  93% 
    87  99%  98%  98%  98%  98%  97%  97%  97%  96%  96%  95%  94%  94% 
    88  99%  99%  98%  98%  98%  98%  97%  97%  96%  96%  96%  95%  94% 
    89  99%  99%  99%  98%  98%  98%  98%  97%  97%  96%  96%  95%  95% 
    90  99%  99%  99%  99%  98%  98%  98%  98%  97%  97%  96%  96%  95% 
     
    For ages not shown, appropriate factors will be provided.               

     

    53



                         Statement of Additional Information

      Table of Contents
    Item

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

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

    PLEASE SEND ME A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION FOR VARIABLE
    ANNUITY ACCOUNT B, ING express RETIRMENT VARIABLE ANNUITY (333-167182).

    Please Print or Type:

      _________________________________________________
    Name

    _________________________________________________
    Street Address

    _________________________________________________
    City, State, Zip

    54


    PART B
    VARIABLE ANNUITY ACCOUNT B
    OF
    ING LIFE INSURANCE AND ANNUITY COMPANY
     
    ING express Retirement Variable Annuity
    Statement of Additional Information
    Dated
    [May 1, 2013]
    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 [May 1, 2013]. 
    A free prospectus is available upon request from the local ING Life Insurance and Annuity Company office or by 
    writing to or calling: 
    ING
    P.O. Box 10450
    Des Moines, IA 50306-0450
    (888) 854-5950
    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 of ING Life Insurance and Annuity Company  3 
    · Offering and Purchase of Contracts  3 
    · Accumulation Unit Value  3 
    · Sales Material and Advertising  4 
    · Experts  4 
    · Consolidated Financial Statements of ING Life Insurance and Annuity Company  5 
    · Financial Statements of the Separate Account (Variable Annuity Account B) of ING Life Insurance  5 
      and Annuity Company   

     



                                 GENERAL INFORMATION AND HISTORY

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

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

    The Company serves as the depositor for the Separate Account.

    Other than the mortality and expense risk charge 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 and Expenses” 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 (the “Separate Account”) 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 Sub-accounts.
    Each Sub-account invests in the shares of only one of the Funds offered under the Contracts. We may make
    additions to, deletions from or substitutions of available investment options as permitted by law and subject to the
    conditions of the Contract. The availability of the Funds is subject to applicable regulatory authorization. Not all
    Funds may be available in all jurisdictions, under all Contracts, or under all plans.

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

                               OFFERING AND PURCHASE OF CONTRACTS

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

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

                                         ACCUMULATION UNIT VALUE

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

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

     

    3



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

    EXAMPLE 2.

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

     

                                   SALES MATERIAL AND ADVERTISING

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

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

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

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

                                                                 EXPERTS

    The statements of assets and liabilities of Variable Annuity Account B as of December 31, 2012, and the related
    statements of operations and changes in net assets for the periods disclosed in the financial statements, and the
    consolidated financial statements of the Company as of December 31, 2012 and 2011, and for each of the three years
    in the period ended December 31, 2012, incorporated in the Statement of Additional Information, have been audited
    by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon appearing
    elsewhere herein, and are included in reliance upon such reports given on the authority of such firm as experts in
    accounting and auditing.

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

    4



    Consolidated Financial Statements of ING Life Insurance and Annuity Company [TO BE FILED
    BY AMENDMENT]

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

    Report of Independent Registered Public Accounting Firm
    Consolidated Balance Sheets as of December 31, 2012 and 2011
    Consolidated Statements of Operations for the years ended December 31, 2012, 2011, and 2010
    Consolidated Statements of Comprehensive Income for the years ended December 31, 2012, 2011, and 2010.
    Consolidated Statements of Changes in Shareholder’s Equity for the years ended December 31, 2012, 2011, and 2010
    Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011, and 2010
    Notes to Consolidated Financial Statements

    Financial Statements of Variable Annuity Account B [TO BE FILED BY AMENDMENT]

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

    Report of Independent Registered Public Accounting Firm
    Statements of Assets and Liabilities as of December 31, 2012
    Statements of Operations for the year ended December 31, 2012
    Statements of Changes in Net Assets for the years ended December 31, 2012 and 2011
    Notes to Financial Statements

    5


    PART C - OTHER INFORMATION
     
    Item 24.  Financial Statements and Exhibits 
      (a) Financial Statements: [TO BE FILED BY AMENDMENT] 
        Incorporated by Reference in Part B: 
        Consolidated Financial Statements of ING Life Insurance and Annuity Company: 
        -  Report of Independent Registered Public Accounting Firm 
        -  Consolidated Balance Sheets as of December 31, 2012 and 2011 
        -  Consolidated Statements of Operations for the years ended December 31, 2012, 
          2011, and 2010 
          Consolidated Statements of Comprehensive Income for the years ended 
          December 31, 2012, 2011, and 2010 
        -  Consolidated Statements of Changes in Shareholder’s Equity for the years ended 
          December 31, 2012, 2011, and 2010 
        -  Consolidated Statements of Cash Flows for the years ended December 31, 2012, 
          2011, and 2010 
        -  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, 2012 
        -  Statements of Operations for the year ended December 31, 2012 
        -  Statements of Changes in Net Assets for the years ended December 31, 2012 and 
          2011 
        -  Notes to Financial Statements 
     
      (b) Exhibits   
      (1)  Resolution establishing Variable Annuity Account B (“Registrant”). (Incorporated by 
        reference to Post-Effective Amendment No. 6 to the Registration Statement on Form N- 
        4, File No. 33-75986, as filed on April 22, 1996.) 
      (2)  Not Applicable. 
      (3.1)  Standard form of Broker-Dealer Agreement. (Incorporated herein by reference to Post- 
        Effective Amendment No. 32 to Registration Statement on Form N-4, File No. 33- 
        81216, as filed on April 22, 1996.) 
      (3.2)  Distribution Agreement between ING Life Insurance and Annuity Company on behalf 
        of Variable Annuity Account B and Directed Services, LLC, dated December 2, 2009 
        (Incorporated herein by reference to Pre-effective Amendment No. 1 to Registration 
        Statement on Form S-1, File No. 333-162140, as filed on December 31, 2009). 
      (3.3)  Intercompany Agreement dated December 22, 2010 (effective January 1, 2010) 
        between Directed Services LLC and ING Life Insurance and Annuity Company · 
        Incorporated by reference to Post-Effective Amendment No. 1 to Registration 
        Statement on Form N-4 (File No. 333-167680), as filed on February 11, 2011. 
      (4.1)  Form of Single Premium Deferred Individual Variable Annuity Contract with Minimum 
        Guaranteed Withdrawal Benefit (ICC12-IL-IA-4030) (02/2013), attached. 
      (4.2)  Form of Individual Retirement Annuity Endorsement (ICC12 IL-RA-4031) (02/2013), 
        attached. 
      (4.3)  Form of Roth Individual Retirement Annuity Endorsement (ICC12 IL-RA-4032) 
        (02/2013), attached. 
      (5.1)  Form of Single Premium Deferred Individual Variable Annuity Application, (ICC12 
        155953) (12/10/2012), attached. 
      (6.1)  Restated Certificate of Incorporation (amended and restated as of October 1, 2007) of 
        ING Life Insurance and Annuity Company. (Incorporated herein by reference to ING 
        Life Insurance and Annuity Company Annual Report on Form 10-K, File No. 33- 
        23376, as filed on March 31, 2008.) 

     



    (6.2)  Amended and Restated By-Laws of ING Life Insurance and Annuity Company, 
      effective October 1, 2007. (Incorporated herein by reference to the ING Life Insurance 
      and Annuity Company annual report on form 10-K, File No. 33-23376, as filed on 
      March 31, 2008.) 
    (7)  Not Applicable. 
    (8.1)  Fund Participation Agreement dated 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 herein by reference to Initial Registration Statement on 
      Form N-4, File No. 333-56297, as filed on June 8, 1998.) 
    (8.2)  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 herein by reference to Post- 
      Effective Amendment No. 2 on Form N-4, File No. 333-56297, as filed on December 
      14, 1998.) 
    (8.3)  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 herein by reference to Post-Effective Amendment No. 
      19 on Form N-4, File No. 333-01107, as filed on February 16, 2000.) 
    (8.4)  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 herein by reference to Post-Effective 
      Amendment No. 20 on Form N-4, File No. 333-01107, as filed on April 4, 2000.) 
    (8.5)  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 herein by reference to Post- 
      Effective Amendment No. 20 on Form N-4, File No. 333-01107, as filed on April 4, 
      2000.) 
    (8.6)  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 herein by 
      reference to Post-Effective Amendment No. 24 on Form N-4, File No. 333-01107, as 
      filed on April 13, 2001.) 

     



    (8.7)  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, 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 herein by reference to Post-Effective Amendment No. 32 on Form N-4, 
      File No. 33-75988, as filed on April 13, 2004.) 
    (8.8)  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 herein by reference to Initial 
      Registration Statement on Form N-4, File No. 333-56297, as filed on June 8, 1998.) 
    (8.9)  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 herein 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 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 herein 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.) 
    (8.11)  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 herein 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 as of June 26, 2001, to Service Agreement effective as of May 
      1, 1998, and 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 
      herein by reference to Post-Effective Amendment No. 32 to Registration Statement on 
      Form N-4, File No. 033-75988, as filed on April 13, 2004.) 
    (8.13)  Fund Participation Agreement dated April 30, 2003, among ING Life Insurance and 
      Annuity Company, The GCG Trust (renamed effective May 1, 2003, ING Investors 
      Trust) and Directed Services, Inc. (Incorporated herein by reference to Post-effective 
      Amendment No. 54 to Registration Statement on Form N-1A, File No. 033-23512, as 
      filed on August 1, 2003.) 

     



    (8.14)  Amendment dated October 9, 2006 to the Participation Agreement dated April 30, 2003 
      among ING Life Insurance and Annuity Company, ING Investors Trust and Directed 
      Services, Inc. (Incorporated by reference to Post-Effective Amendment No. 47 to 
      Registration Statement on Form N-4 (File No. 033-75962), a filed on November 21, 
      2006.) 
    (8.15)  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 herein by reference to Post-Effective Amendment No. 50 to Registration 
      Statement on Form N-4, File No. 033-75962, as filed on June 15, 2007.) 
    (9)  Opinion and Consent of Counsel, attached. 
    (10)  Consent of Independent Registered Public Accounting Firm, attached. 
    (11)  Not Applicable. 
    (12)  Not Applicable. 
    (13)  Authorization for Signatures. (Incorporated herein by reference to Post-Effective 
      Amendment No. 5 to Registration Statement on Form N-4, File No. 33-75986, as filed 
      on April 2, 1996.) 
    (14)  Powers of Attorney, attached. 

     

    Item 25  Directors and Officers of the Depositor   
    Name    Principal Business Address  Positions and Offices with Depositor 
    Patrick G. Flynn*  One Orange Way  Director and Chairman 
        Windsor, CT 06095-4774   
    Mary (Maliz) E. Beams*  One Orange Way  Director and President 
        Windsor, CT 06095-4774   
    Ewout L. Steenbergen*  230 Park Avenue  Director, Executive Vice President of 
        New York, NY 10169  Finance 
    Michael S. Smith*  1475 Dunwoody Drive  Director, Executive Vice President and 
        West Chester, PA 19380  Chief Risk Officer 
    Donald W. Britton*  5780 Powers Ferry Road, NW  Director 
        Atlanta, GA 30327-4390   
    Alain M. Karaoglan*  230 Park Avenue  Director 
        New York, NY 10169   
    Rodney O. Martin*  230 Park Avenue  Director 
        New York, NY 10169   
    Tina Campbell  30 Braintree Hill Office Park, Flrs. 2-4  Senior Vice President and Deputy 
        Braintree, MA 02184  General Counsel 
    Boyd G. Combs  5780 Powers Ferry Road, NW  Senior Vice President, Tax 
        Atlanta, GA 30327-4390   
    Ralph Ferraro  One Orange Way  Senior Vice President 
        Windsor, CT 06095-4774   
    Michael Gioffre  One Orange Way  Senior Vice President and Chief 
        Windsor, CT 06095-4774  Compliance Officer 
    Howard Greene  230 Park Avenue  Senior Vice President of 
        New York, NY 10169  Compensation 
    Christine Hurtsellers  5780 Powers Ferry Road, NW  Senior Vice President 
        Atlanta, GA 30327-4390   
    Mark B. Kaye*  One Orange Way  Senior Vice President and Chief 
        Windsor, CT 06095-4774  Financial Officer 
    Patrick D. Lusk  1475 Dunwoody Drive  Senior Vice President and Appointed 
        West Chester, PA 19380  Actuary 
    Diane McCarthy  1475 Dunwoody Drive  Senior Vice President of Finance 
        West Chester, PA 19380   

     



    Name  Principal Business Address  Positions and Offices with Depositor 
    Richard T. Mason  One Orange Way  Senior Vice President 
      Windsor, CT 06095-4774   
    Gilbert E. Mathis  5780 Powers Ferry Road, NW  Senior Vice President 
      Atlanta, GA 30327-4390   
    David S. Pendergrass  5780 Powers Ferry Road, NW  Senior Vice President and Treasurer 
      Atlanta, GA 30327-4390   
    Steven T. Pierson*  5780 Powers Ferry Road, NW  Senior Vice President and Chief 
      Atlanta, GA 30327-4390  Accounting Officer 
    Carol Stern  4550 N. Park Avenue  Vice President, Enterprise Compliance 
      Chevy Chase, MD 20815   
    Megan Huddleston  One Orange Way  Vice President and Secretary 
      Windsor, CT 06095   

     

    *Principal delegated legal authority to execute this registration statement pursuant to Powers of Attorney,
    Exhibit 14, attached.

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


        ING GROEP 
        U.S. INSURANCE HOLDINGS 
     
      12-31-12  ING GROEP N.V. 
        Non-Insurer (The Netherlands) No FEIN 
        ING Insurance Topholding N.V. 
        Non-Insurer (The Netherlands) No FEIN 
        ING VERZEKERINGEN N.V. 
        Non-Insurer (The Netherlands) No FEIN 
        ING INSURANCE INTERNATIONAL B.V. 
        Non-Insurer (The Netherlands) EIN# 98-0159264 
     
    ING U.S., INC     

     

    Non-Insurer (Delaware) 52-1222820   
     
      ING North America Insurance Corporation   
      Non-Insurer (Delaware) 52-1317217   
      ING Payroll Management, Inc.   
      Non-Insurer (Delaware) 52-2197204   
      ING Risk Management (Bermuda) Limited   
      Non-Insurer (Bermuda) No FEIN Assigned   
      Lion Connecticut Holdings Inc.   
      Non-Insurer (Connecticut) 02-0488491   
      IB Holdings LLC   
      Non-Insurer (Virginia) 41-1983894   
      The New Providence Insurance Company Limited 
      Non-Insurer (Cayman Islands) 98-0161114 
      ING Financial Partners, Inc.   
      Non-Insurer (Minnesota) 41-0945505   
    12/31/12  ING Investment Management Co. LLC   
      Non-Insurer (Delaware) 58-2361003   
    Page 1  ING Investment Management Co. LLC   
    Non-Insurer (Delaware) 06-0888148
      ING Investment Management (Bermuda) Holdings Limited 
      Non-Insurer (Bermuda)   
      ING Investment Trust Co.   
      Non-Insurer (Connecticut) 06-1440627 
      ING Investment Management (UK) Limited 
      Non-Insurer (United Kingdom)   
      ING Investment Management Alternative Assets LLC   
    Non Insurer (Delaware) 13-4038444
      ING Alternative Asset Management LLC   
      Non-Insurer (Delaware) 13-3863170   
      ING Furman Selz Investments III LLC  1 
      Non-Insurer (Delaware) 13-4127836   
      ING Realty Group LLC   
      Non-Insurer (Delaware) 13-4003969   
    ING Pomona Holdings LLC
      Non-Insurer (Delaware) 13-4152011   
      Pomona G. P. Holdings LLC   
      Non-Insurer (Delaware) 13-4150600   
      Pomona Management LLC   
      Non-Insurer (Delaware) 13-4149700   
      ING Alternative Asset Management Ireland Limited 
      Non-Insurer (Ireland)   
      ING Capital Corporation, LLC   
    Non-Insurer (Delaware) 86-1020892
      ING Funds Services, LLC   
    Non-Insurer (Delaware) 86-1020893
      ING Investments Distributor, LLC   
      Non-Insurer (Delaware) 03-0485744   
    ING Investments, LLC
      Non-Insurer (Arizona) 03-0402099   
    12/31/12  ING Life Insurance and Annuity Company   
      Insurer (Connecticut) 71-0294708 NAIC 86509   

     



    Page 2  Directed Services LLC 
      Non-Insurer (Delaware) 14-1984144 
      ING Financial Advisers, LLC 
      Non-Insurer (Delaware) 06-1375177 
      ING National Trust 
      Non-Insurer (Minnesota) 41-1966125 
    Systematized Benefits Administrators, Inc.
      Non-Insurer (Connecticut) 06-0889923 
      ING USA Annuity and Life Insurance Company 
    Insurer (Iowa) 41-0991508 NAIC 80942
      ReliaStar Life Insurance Company 
    Insurer (Minnesota) 41-0451140 NAIC 67105
      ReliaStar Life Insurance Company of New York 
      Insurer (New York) 53-0242530 NAIC 61360 
      Whisperingwind II, LLC 
      Insurer (South Carolina) 32-0185577 NAIC 13074 
      Roaring River, LLC 
      Insurer (Missouri) 26-3355951 NAIC 13583 
      Roaring River II, LLC 
      Insurer (Missouri) 27-2278894 NAIC 14007 
      ING Institutional Plan Services, LLC 
      Non-Insurer (Delaware) 04-3516284) 
      ING Investment Advisors, LLC 
      Non-Insurer (New Jersey) 06-00083408 
      Australia Retirement Services Holding, LLC 
      Non-Insurer (Delaware) 26-0037599 
      ILICA Inc. 
      Non-Insurer (Connecticut) 06-1067464 
    ING International Nominee Holdings, Inc.
      Non-Insurer (Connecticut) 06-0952776 
      AII 1, LLC 
      Non-Insurer (Connecticut) No tax id 
    12/31/12  AII 2, LLC 
      Non-Insurer (Connecticut) No tax id 
    Page 3  AII 3, LLC 
      Non-Insurer (Connecticut) No tax id 
      AII 4, LLC 
      Non-Insurer (Connecticut) No tax id 
      ING Insurance Services, Inc. 
      Non-Insurer (Connecticut) 06-1465377 
      Langhorne I, LLC 
      Non-Insurer (Missouri) 46-1051195 
      Security Life Assignment Corp. 
      Non-Insurer (Colorado) 84-1437826 
      Security Life of Denver Insurance Company 
      Insurer (Colorado) 84-0499703 NAIC 68713 
      ING America Equities, Inc. 
      Non-Insurer (Colorado) 84-1251388 
    Midwestern United Life Insurance Company
    Insurer (Indiana) 35-0838945 NAIC 66109
      Whisperingwind III, LLC 
      Insurer (South Carolina) 35-2282787 NAIC 12984 
      Roaring River III Holding, LLC 
      Non-Insurer (Delaware) 45-4771241 
      Roaring River III, LLC 
      Insurer (Missouri) 80-0795318 NAIC 14416 
      Security Life of Denver International Limited 
      Insurer (Cayman Islands) 98-0138339 
      Lion Custom Investments LLC 
      Non-Insurer (Delaware) 98-0138339 
      SLDI Georgia Holdings, Inc. 
      Non-Insurer (Georgia) 26-1108872 
      Lion II Custom Investments LLC 
      Non-Insurer (Delaware) 02-0488491 
      Rancho Mountain Properties, Inc. 
      Non-Insurer (Delaware) 27-2987157 

     



    12/31/12  IIPS of Florida, LLC 
      Non-Insurer (Florida) 
    Page 4  ING Financial Products Company, Inc. 
      Non-Insurer (Delaware) 26-1956344 

     

    1 ING Furman Selz Investments III LLC owned 95.81% by ING Investment Management Alternative Assets LLC


    Item 27.  Number of Contract Owners 
      As of January 31, 2013, there are 0 qualified contract owners and 0 non-qualified contract owners. 
     
    Item 28.  Indemnification 
      Section 33-779 of the Connecticut General Statutes (“CGS”) provides that a corporation may provide 
      indemnification of or advance expenses to a director, officer, employee or agent only as permitted by 
      Sections 33-770 to 33-778, inclusive, of the CGS. Reference is hereby made to Section 33-771(e) of the 
      CGS regarding indemnification of directors and Section 33-776(d) of CGS regarding indemnification of 
      officers, employees and agents of Connecticut corporations. These statutes provide in general that 
      Connecticut corporations incorporated prior to January 1, 1997 shall, except to the extent that their 
      certificate of incorporation expressly provides otherwise, indemnify their directors, officers, employees 
      and agents against “liability” (defined as the obligation to pay a judgment, settlement, penalty, fine, 
      including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses 
      incurred with respect to a proceeding) when (1) a determination is made pursuant to Section 33-775 that 
      the party seeking indemnification has met the standard of conduct set forth in Section 33-771 or (2) a 
      court has determined that indemnification is appropriate pursuant to Section 33-774. Under Section 33- 
      775, the determination of and the authorization for indemnification are made (a) by two or more 
      disinterested directors, as defined in Section 33-770(3); (b) by special legal counsel; (c) by the 
      shareholders; or (d) in the case of indemnification of an officer, agent or employee of the corporation, by 
      the general counsel of the corporation or such other officer(s) as the board of directors may specify. 
      Also Section 33-772 with Section 33-776 provide that a corporation shall indemnify an individual who 
      was wholly successful on the merits or otherwise against reasonable expenses incurred by him in 
      connection with a proceeding to which he was a party because he is or was a director, officer, employee, 
      or agent of the corporation. Pursuant to Section 33-771(d), in the case of a proceeding by or in the right 
      of the corporation or with respect to conduct for which the director, officer, agent or employee was 
      adjudged liable on the basis that he received a financial benefit to which he was not entitled, 
      indemnification is limited to reasonable expenses incurred in connection with the proceeding against the 
      corporation to which the individual was named a party. 
      A corporation may procure indemnification insurance on behalf of an individual who is or was a director 
      of the corporation. Consistent with the laws of the State of Connecticut, ING America Insurance 
      Holdings, Inc. maintains Professional Liability and fidelity bond insurance policies issued by an 
      international insurer. The policies cover ING America Insurance Holdings, Inc. and any company in 
      which ING America Insurance Holdings, Inc. has a controlling financial interest of 50% or more. These 
      policies include the principal underwriter, as well as, the depositor and any/all assets under the care, 
      custody and control of ING America Insurance Holdings, Inc. and/or its subsidiaries. The policies 
      provide for the following types of coverage: errors and omissions/professional liability, employment 
      practices liability and fidelity/crime. 
     
    Item 29.  Principal Underwriter 
      (a)  In addition to the Registrant, Directed Services LLC serves as principal underwriter for all 
        contracts issued by ING USA Annuity and Life Insurance Company through its Separate Accounts 
        A, B and EQ and Alger Separate Account A and ReliaStar Life Insurance Company of New York 
        through its Separate Account NY-B. Also, Directed Services LLC serves as investment advisor to 
        ING Investors Trust and ING Partners, Inc. 
      (b)  The following information is furnished with respect to the principal officers and directors of 
        Directed Services LLC, the Registrant’s Distributor. 

     

    Name  Principal Business Address  Positions and Offices with Underwriter 
     
    Chad Tope  909 Locust Street  President and Director 
      Des Moines, IA 50309   
     
    Patrick J. Kennedy  One Orange Way  Director 
      Windsor, CT 06095   

     



    Name  Principal Business Address  Positions and Offices with Underwriter 
     
    Richard E. Gelfand  1475 Dunwoody Drive  Chief Financial Officer 
      West Chester, PA 19380-1478   
     
    Shaun P. Mathews  One Orange Way  Executive Vice President 
      Windsor, CT 06095   
     
    Kimberly A. Anderson  7337 E Doubletree Ranch Road,  Senior Vice President 
      Scottsdale, AZ 85258   
     
    Stanley D. Vyner  230 Park Avenue, 13th Floor  Senior Vice President 
      New York, NY 10169   
     
    Michael J. Roland  7337 E Doubletree Ranch Road,  Investment Advisory Chief Compliance 
      Scottsdale, AZ 85258  Officer and Senior Vice President 
     
    Carol Stern  4550 N. Park Avenue #T106  Chief Compliance Officer 
      Chevy Chase, MD 20815   
     
    Julius A. Drelick, III  7337 E Doubletree Ranch Road  Vice President 
      Scottsdale, AZ 85258   
     
    Heather H. Hackett  230 Park Avenue, 13th Floor  Vice President 
      New York, NY 10169   
     
    Jody H. Hrazanek  230 Park Avenue, 13th Floor  Vice President 
      New York, NY 10169   
     
    Todd R. Modic  7337 E Doubletree Ranch Road  Vice President 
      Scottsdale, AZ 85258   
     
    David S. Pendergrass  5780 Powers Ferry Road  Vice President and Treasurer 
      Atlanta, GA 30327-4390   
     
    Jason R. Rausch  230 Park Avenue, 13th Floor  Vice President 
      New York, NY 10169   
     
    Steve Sedmak  230 Park Avenue, 13th Floor  Vice President 
      New York, NY 10169   
     
    Spencer T. Shell  5780 Powers Ferry Road  Vice President and Assistant Treasurer 
      Atlanta, GA 30327-4390   
     
    May Tong  230 Park Avenue, 13th Floor  Vice President 
      New York, NY 10169   
     
    Paul L. Zemsky  230 Park Avenue, 13th Floor  Vice President 
      New York, NY 10169   
     
    Megan Huddleston  One Orange Way  Secretary 
      Windsor, CT 06095   
     
    Huey Falgout  7337 E Doubletree Ranch Road  Assistant Secretary 
      Scottsdale, AZ 85258   

     



    Name  Principal Business Address  Positions and Offices with Underwriter 
     
    Tina M. Nelson  20 Washington Avenue South  Assistant Secretary 
      Minneapolis, MN 55401   
     
    Melissa Ann O’Donnell  20 Washington Avenue South  Assistant Secretary 
      Minneapolis, MN 55401   
     
    Jennifer Ogren  20 Washington Avenue South  Assistant Secretary 
      Minneapolis, MN 55401   
     
    Randall K. Price  20 Washington Avenue South  Assistant Secretary 
      Minneapolis, MN 55401   
     
    Susan M. Vega  20 Washington Avenue South  Assistant Secretary 
      Minneapolis, MN 55401   

     

    (c)  Compensation from January 1, 2011 to December 31, 2011:     
     
        2011 Net       
        Underwriting       
    Name of Principal  Discounts and  Compensation  Brokerage   
    Underwriter  Commission  on Redemption  Commissions  Compensation 
    Directed Services LLC  $13,852,818  $0  $0  $0 

     

    Item 30.  Location of Accounts and Records 
      All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and 
      the rules under it relating to the securities described in and issued under this Registration Statement are 
      maintained by ING Life Insurance and Annuity Company at One Orange Way, Windsor, CT 06095-4774 
      and ING Americas at 5780 Powers Ferry Road, Atlanta, GA 30327-4390 and 1475 Dunwoody Drive, 
      West Chester, PA 19380-1478. 
     
    Item 31.  Management Services 
      Not Applicable. 
     
    Item 32.  Undertakings 
      Registrant hereby undertakes: 
      (i)  to file a post-effective amendment to this registration statement on Form N-4 as frequently as is 
        necessary to ensure that the audited financial statements in the registration statement are never 
        more than sixteen months old for as long as payments under the variable annuity contracts may be 
        accepted; 
      (ii)  to include as part of any application to purchase a contract offered by a prospectus which is part of 
        this registration statement on Form N-4, a space that an applicant can check to request a Statement 
        of Additional Information or a post card or similar written communication affixed to or included 
        in the Prospectus that the applicant can remove to send for a Statement of Additional Information; 
        and 
      (iii)  to deliver any Statement of Additional Information and any financial statements required to be 
        made available under this Form N-4 promptly upon written or oral request. 

     



    REPRESENTATIONS

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

    Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors,
    officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
    has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against
    public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification
    against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer
    or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such
    director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in
    the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
    jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and
    will be governed by the final adjudication of such issue.

    ING Life Insurance and Annuity Company represents that the fees and charges deducted under the contracts covered
    by this registration statement, in the aggregate, are reasonable in relation to the services rendered, expenses expected
    to be incurred, and the risks assumed by ING Life Insurance and Annuity Company.

    The Depositor and Registrant rely on SEC regulation.



                                                                               SIGNATURES

    As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, ING Life
    Insurance and Annuity Company, Variable Annuity Account B, has duly caused this Post-Effective Amendment
    to the Registration Statement to be signed on its behalf in the Town of Windsor, State of Connecticut, on the
    20th day of February 2013.

    By:  VARABLE ANNUITY ACCOUNT B 
      (REGISTRANT) 
     
    By:  ING LIFE INSURANCE AND ANNUITY COMPANY 
      (DEPOSITOR) 
     
    By:  Mary (Maliz) E. Beams* 
      Mary (Maliz) E. Beams 
      President (Principal Executive Officer) 
     
    By:  /s/ J. Neil McMurdie 
      J. Neil McMurdie as 
      Attorney-in-Fact* 

     

      As required by the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been
    signed by the following persons in the capacities indicated on February 20, 2013.

    Signatures  Titles 
     
    Mary (Maliz) E. Beams*  Director and President 
    Mary (Maliz) E. Beams  (principal executive officer) 
     
    Patrick G. Flynn*  Director and Chairman 
    Patrick G. Flynn   
     
    Ewout L. Steenbergen*  Director
    Ewout L. Steenbergen   
     
    Michael S. Smith*  Director  
    Michael S. Smith   
     
    Steven T. Pierson*  Senior Vice President and Chief Accounting Officer 
    Steven T. Pierson  (principal accounting officer) 
     
      Senior Vice President and Chief Financial Officer 
    Mark Kaye*  (principal financial officer) 
    Mark Kaye   
     
    Alain M. Karaoglan*  Director 
    Alain M. Karaoglan   
     
    Donald W. Britton*  Director 
    Donald W. Britton   
     
    Rodney O. Martin*  Director 
    Rodney O. Martin   

     



    By:  /s/ J. Neil McMurdie 
      J. Neil McMurdie as 
      Attorney-in-Fact* 

     

    *Executed by J. Neil McMurdie on behalf of those indicated pursuant to Powers of Attorney.



      EXHIBIT INDEX   
     
    ITEM  EXHIBIT  PAGE # 
    24(b)(4.1)  Form of Single Premium Deferred Individual Variable Annuity  EX-99.B4.1 
      Contract with Minimum Guaranteed Withdrawal Benefit (ICC12-   
      IL-IA-4030) (02/06/2013)   
    24(b)(4.2)  Form of Individual Retirement Annuity Endorsement (UCC12 IL-  EX-99.B4.2 
      RA-4031) (12/07/2012).   
    24(b)(4.3)  Form of Roth Individual Retirement Annuity Endorsement (ICC12  EX-99.B4.3 
      IL-RA-4032) (12/07/2012).   
    24(b)(5.1)  Form of Single Premium Deferred Individual Variable Annuity  EX-99.B5.1 
      Application, (ICC12 155953) (12/10/2012).   
    24(b)(9)  Opinion and Consent of Counsel, To Be Filed By Amendment.  EX-99.B9 
    24(b)(10)  Consent of Independent Registered Public Accounting Firm, To Be  EX-99.B10 
      Filed By Amendment.   
    24(b)(14)  Powers of Attorney  EX-99.B14