initialfilingmsroii.htm - Generated by SEC Publisher for SEC Filing

N-4 1 initialfilingmsroii.htm INITIAL FILING MMII 485B initialfilingmsroii.htm - Generated by SEC Publisher for SEC Filing


As filed with the Securities and Exchange	Registration No. 333-______
Commission on June 22, 2010	Registration No. 811-02513
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
and Amendment to
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Variable Annuity Account C of
ING Life Insurance and Annuity Company
One Orange Way, Windsor, Connecticut 06095-4774
Depositor’s Telephone Number, including Area Code: (860) 580-2831
Michael A. Pignatella, Counsel
ING US Legal Services
One Orange Way, C1S, Windsor, Connecticut 06095-4774
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering:
As soon as practical after the effective date of the Registration Statement.
Title of Securities Being Registered: Group Deferred Variable Annuity Contracts
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

PART A

ING LIFE INSURANCE AND ANNUITY COMPANY
Variable Annuity Account C
Multiple Sponsored Retirement Options II
CONTRACT PROSPECTUS - SEPTEMBER 8, 2010

The Contracts. The contracts described in this prospectus are group deferred fixed and variable annuity contracts
issued by ING Life Insurance and Annuity Company (the “Company”). They are intended to be used as funding
vehicles for certain types of retirement plans and to qualify for beneficial tax treatment and/or to provide current
income reduction under certain sections of the Internal Revenue Code of 1986, as amended (the “ Tax Code”).

Why Reading this Prospectus is Important. Before you participate in the contract through your retirement plan, you
should read this prospectus. It provides facts about the contract and its investment options. Plan sponsors (generally
your employer) should read this prospectus to help determine if the contract is appropriate for their plan. Keep this
document for future reference.

Investment Options. The contracts offer variable investment options and fixed interest options. When we establish
your account(s), the contract holder, or you if permitted by the plan, instructs us to direct account dollars to any of
the available options. Some investment options may be unavailable through certain contracts and plans, or in some
states. Your plan sponsor may have selected a subset of variable and/or fixed interest options to be available for
investment under your plan.

Variable Investment Options. Variable investment options available through the contracts are listed on the next
page. These options are called subaccounts. The subaccounts are within Variable Annuity Account C (the “separate
account”), a separate account of the Company. Each subaccount invests in one of the mutual funds (funds) listed on
the next page. Earnings on amounts invested in a subaccount will vary depending upon the performance and fees of
its underlying fund. You do not invest directly in or hold shares of the funds.

Risks Associated with Investing in the Funds. Information about the risks of investing in the funds is located in the
“Investment Options” section of this prospectus on page 11 and in each fund prospectus. Read this prospectus in
conjunction with the fund prospectuses, and retain the prospectus for future reference.

Fixed Interest Options.


▷ Guaranteed Accumulation Account	▷ Fixed Plus Account II	▷ Fixed Account

Except as specifically mentioned, this prospectus describes only the variable investment options. However, we
describe the fixed interest options in the appendices to this prospectus. There is also a separate prospectus for the
Guaranteed Accumulation Account.

Compensation. We pay compensation to broker-dealers whose registered representatives sell the contracts. See
“Contract Distribution” for further information about the amount of compensation we pay.

Getting Additional Information. If you received a summary prospectus for any of the funds 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 number or sending an email request to the contact information shown on the front of
the fund’s summary prospectus. You may obtain the September 8, 2010 Statement of Additional Information
(“SAI”) without charge by indicating your request on your enrollment materials or calling the Company at
1-800-262-3862 or writing to us at the address referenced under the “Contract Overview - Questions: Contacting the
Company” section of the prospectus. You may also obtain a prospectus or an SAI for any of the funds, or a
Guaranteed Accumulation Account prospectus, by calling that number. This prospectus, the Guaranteed
Accumulation Account prospectus, the SAI and other information about the separate account may be obtained by
accessing the Securities and Exchange Commission (“SEC”) website, http://www.sec.gov. Copies of this information
may also be obtained, after paying a duplicating fee, by contacting the SEC Public Reference Branch. Information
on the operations of the SEC Public Reference Branch may be obtained by calling 1-202-551-8090 or
1-800-SEC-0330, e-mailing publicinfo@sec.gov, or by writing to the SEC Public Reference Branch, 100 F Street,
NE, Room 1580, Washington, D.C. 20549. When looking for information regarding the contracts offered through
this prospectus, you may find it useful to use the number assigned to the registration statement under the Securities
Act of 1933. This number is xxx-xxxxx. The number assigned to the registration statement for the Guaranteed
Accumulation Account is 333-158492. The SAI table of contents is listed on page 46 of this prospectus. The SAI is
incorporated into this prospectus by reference.

Additional Disclosure Information. Neither the SEC, nor any state securities commission, has approved or
disapproved the securities offered through this prospectus or passed on the accuracy or adequacy of this prospectus.
Any representation to the contrary is a criminal offense. This prospectus is valid only when accompanied by current
prospectuses of the funds. We do not intend for this prospectus to be an offer to sell or a solicitation of an offer to
buy these securities in any state that does not permit their sale. We have not authorized anyone to provide you with
information that is different from that contained in this prospectus.

PRO.XXXXX-10


CONTRACT PROSPECTUS - SEPTEMBER 8, 2010 (CONTINUED)
Variable Investment Options (The Funds)*

Alger Green Fund (Class A)⁽¹⁾		ING Index Solution 2025 Portfolio	ING Small Company Portfolio
American Century^®Inflation-		(I Class)⁽²⁾	(Class I)
	Adjusted Bond Fund	ING Index Solution 2035 Portfolio	ING SmallCap Opportunities
	(Investor Class)⁽¹⁾	(I Class)⁽²⁾	Portfolio (Class I)
Ariel Fund⁽¹⁾		ING Index Solution 2045 Portfolio	ING T. Rowe Price Capital
Artisan International Fund		(I Class)⁽²⁾	Appreciation Portfolio (Class S)
	(Investor Shares)⁽¹⁾	ING Index Solution 2055 Portfolio	ING T. Rowe Price Equity Income
Aston/Optimum Mid Cap Fund		(I Class)⁽²⁾	Portfolio (Class S)
	(Class N)⁽¹⁾	ING Intermediate Bond Portfolio	ING Templeton Foreign Equity
Columbia Mid Cap Value Fund		(Class I)	Portfolio (I Class)
	(Class A) ⁽¹⁾	ING International Index Portfolio	ING Thornburg Value Portfolio
EuroPacific Growth Fund^®		(Class I)	(I Class)
	(Class R-4)⁽¹⁾	ING JPMorgan Emerging Markets	ING U.S. Bond Index Portfolio
Fidelity^®VIP Contrafund^®Portfolio		Equity Portfolio (Class S)	(Class I)
	(Initial Class)	ING Large Cap Growth Portfolio	ING U.S. Stock Index Portfolio
Franklin Small Cap Value Securities		(Class S)	(Class I)⁽³⁾
	Fund (Class 2)	ING MidCap Opportunities Portfolio	ING Van Kampen Equity and
Fundamental Investors^SM		(Class I)	Income Portfolio (I Class)
	(Class R-4)⁽¹⁾	ING Money Market Portfolio	ING Van Kampen Growth and
ING American Century Small-Mid		(Class I)	Income Portfolio (Class S)
	Cap Value Portfolio (I Class)	ING Oppenheimer Global Portfolio	Invesco Mid Cap Core Equity Fund
ING BlackRock Science and		(I Class)	(Class A)⁽¹⁾
	Technology Opportunities	ING PIMCO Total Return Portfolio	Parnassus Equity Income Fund
	Portfolio (Class I)	(I Class)	(Investor Shares)⁽¹⁾
ING Clarion Real Estate Portfolio		ING Pioneer High Yield Portfolio	RiverSource Diversified Equity
	(Class S)	(I Class)	Income Fund (Class R4)⁽¹⁾
ING Global Resources Portfolio		ING Pioneer Mid Cap Value	Templeton Global Bond Fund
	(Class S)	Portfolio (Class S)	(Class A)⁽¹⁾
ING Growth and Income Portfolio		ING Russell^TMLarge Cap Index	The Growth Fund of America^®
	(Class I)	Portfolio (Class I)	(Class R-4)⁽¹⁾
ING Index Solution Income		ING Russell^TMMid Cap Index	Wanger Select
	Portfolio (I Class)⁽²⁾	Portfolio (Class I)	Wanger USA
ING Index Solution 2015 Portfolio		ING Russell^TMSmall Cap Index
	(I Class)⁽²⁾	Portfolio (Class I)

⁽¹⁾	This fund is available to the general public. See “Investment Options - Additional Risks of Investing in the Funds.”
⁽²⁾	These funds are structured as fund of funds that invest directly in shares of underlying funds. See “Fees - Fund Fees and Expenses” for additional information.
⁽²⁾
⁽³⁾	This fund is available on a limited basis and is subject to Company approval.




PRO.XXXXX-10		2


TABLE OF CONTENTS

Contract Overview:		4
Who’s Who
The Contract and Your Retirement Plan
Questions: Contacting the Company (sidebar)
Sending Forms And Written Requests In Good Order (sidebar)
Contract Facts
Contract Phases: The Accumulation Phase, The Income Phase

Fee Table		6
Condensed Financial Information		9
Variable Annuity Account C		9
The Company		9
Investment Options		11
Transfers		12
Contract Purchase and Participation		15
Contract Ownership and Rights		17
Right to Cancel		17
Fees		18
Your Account Value		25
Withdrawals		27
Loans		28
Systematic Distribution Options		29
Death Benefit		30
The Income Phase		32
Contract Distribution		35
Tax Considerations		37
Other Topics		44
Performance Reporting - Voting Rights - Contract Modification - Legal Matters and Proceedings - Payment Delay or Suspension - Transfer of Ownership; Assignment - Account Termination - Intent to Confirm Quarterly


Contents of the Statement of Additional Information		46
Appendix I - Guaranteed Accumulation Account		47
Appendix II - Fixed Plus Account II		50
Appendix III - Fixed Account		54
Appendix IV - Participant Appointment of Employer as Agent Under an Annuity Contract		55
Appendix V - Description of Underlying Funds		56




PRO.XXXXX-10	3


		CONTRACT OVERVIEW


Questions: Contacting the Company. Contact your local representative or write or call the Company:		The following is intended as a summary. Please read each section of this prospectus for additional information.


		Who’s Who
ING USFS Customer Service Defined Contribution Administration P.O. Box 990063 Hartford, CT 06199-0063 1-800-262-3862 Sending Forms and Written Requests in Good Order. If you are writing to change		You (the participant): The individual who participates in the contract through a retirement plan. Plan Sponsor: The sponsor of your retirement plan. Generally, your employer. Contract Holder: The person to whom we issue the contract. Generally, the plan sponsor or a trust. We may also refer to the contract holder as the contract owner. We (the Company): ING Life Insurance and Annuity Company. We issue the contract. For greater detail, review “Contract Ownership and Rights” and “Contract Purchase and Participation.”












your beneficiary, request a		The Contract and Your Retirement Plan
withdrawal, or for any other purpose, contact your local representative or the Company to learn what information is required in order for the request to be in “good order.” By contacting us, we can provide you with the appropriate administrative form for your requested transaction. Generally, a request is considered to be in “good order” when it is signed, dated and made with such clarity and completeness that we are not required to exercise any discretion in carrying it out. We can only act upon written requests that are received in good order.		Retirement Plan (plan): A plan sponsor has established a plan for you. This contract is offered as a funding option for that plan. We are not a party to the plan. Plan Type: We refer to the plan by the Tax Code section under which it qualifies. For example: a “403(b) plan” is a plan that qualifies for tax treatment under Tax Code section 403(b). To learn which Tax Code section applies to your plan, contact your plan sponsor, your local representative or the Company. Use of an Annuity Contract in your Plan: Under the federal tax laws, earnings on amounts held in annuity contracts are generally not taxed until they are withdrawn. However, in the case of a qualified retirement account (such as a 401(a), 401(k), Roth 401(k), 403(b), Roth 403(b), or 457(b) plan), an annuity contract is not necessary to obtain this favorable tax treatment and does not provide any tax benefits beyond the deferral already available to the tax qualified account itself. Annuities do provide other features and benefits (such as a guaranteed death benefit under some contracts or the option of lifetime income phase options at established rates) that may be valuable to you. You should discuss your alternatives with your financial representative taking into account the additional fees and expenses you may incur in an annuity. See “Contract Purchase and Participation.” Contract Rights: Rights under the contract and who may exercise those rights may vary by plan type. Also, while the contract may reserve certain rights for the contract holder, the contract holder may permit you to exercise those rights through the plan.





























PRO.XXXXX-10		4

Contract Facts

Free Look/Right to Cancel: Contract holders may cancel the contract no later than 10 days after they receive the
contract (or a longer period if required by state law). Participants in 403(b) plans and Roth 403(b) plans, as well as
in certain 401(a), 401(k), or Roth 401(k) plans may cancel their participation in the contract no later than 10 days
after they receive evidence of participation in the contract. See “Right to Cancel.”

Death Benefit: A beneficiary may receive a benefit in the event of your death during both the accumulation and
income phases. The availability of a death benefit during the income phase depends upon the income phase payment
option selected. See “Death Benefit” and “The Income Phase.”

Withdrawals: During the accumulation phase, you may, under some plans, withdraw all or part of your account
value. Amounts withdrawn may be subject to an early withdrawal charge, other deductions, tax withholding and
taxation. See “Withdrawals” and “Taxation.”

Systematic Distribution Options: These allow you to receive regular payments from your account, while retaining
the account in the accumulation phase. See “Systematic Distribution Options.”

Fees: Certain fees are deducted from your account value. See “Fee Table” and “Fees.”

Taxation: Taxes will generally be due when you receive a distribution. Tax penalties may apply in some
circumstances. See “Tax Considerations.”


Contract Phases

I. The Accumulation Phase (accumulating retirement benefits)		Payments to Your Account

		Step 1 \|\|
STEP 1: You or the contract holder provide ING Life Insurance and Annuity Company with your completed enrollment materials.	ING Life Insurance and Annuity Company
	(a) \|\|	Step 2	(b) \|\|
According to the plan, we set up one or more accounts for you. We may set up account(s) for employer contributions and/or for contributions from your salary. Alternatively, we may issue the contract to an employer or a plan on an unallocated basis. In that case, we establish a single account under the contract for the contract holder, and the recordkeeper designated by the plan establishes and maintains an individual account or accounts for each participant.	Fixed Interest Option	Variable Annuity Account C Variable Investment Options




		The Subaccounts
		A	B	Etc.
		\|\|	Step 3	\|\|
STEP 2: The contract holder, or you if permitted by your plan, directs us to invest your account dollars in any of the following:		Mutual Fund A	Mutual Fund B	Etc.

(a)	Fixed Interest Options; or
(b)	Variable Investment Options. (The variable investment options are the subaccounts of Variable Annuity Account C. Each one invests in a specific mutual fund.)

STEP 3: The subaccount(s) selected purchases shares of its corresponding fund.

II. The Income Phase (receiving income phase payments from your contract)

The contract offers several payment options. See “The Income Phase.” In general, you may:

▷      Receive income phase payments over a lifetime or for a specified period;
▷      Select an option that provides a death benefit to beneficiaries; and
▷      Select fixed income phase payments or payments that vary based on the performance of the variable investment
        options you select.

PRO.XXXXX-10 5


		FEE TABLE

In This Section:		The following tables describe the fees and expenses that you will pay when buying, owning, and withdrawing from your contract. The first table describes the fees and expenses that you will pay at the time that you buy the contract, withdraw from the contract, take a loan from the contract or transfer cash value between investment options. State premium taxes may *also be deducted. See “The Income Phase” for fees that may apply after you begin receiving payments under the contract.**
▷	Maximum Contract Holder Transaction Expenses;


▷	Annual Maintenance Fee;

▷	Separate Account Annual Expenses;
		Maximum Contract Holder Transaction Expenses
▷	Hypothetical Examples; and		Early Withdrawal Charge¹ (as a percentage of amount withdrawn, if applicable)

▷	Fees Deducted by the Funds.		Applicable to Texas K-12 contracts		7%
			Applicable to all other contracts		5%
See the “Fees” Section for:			Loan Interest Rate Spread (per annum)²		3.0%
▷	Early Withdrawal Charge Schedules;	1	This is a deferred sales charge. The percentage will be determined by the applicable early withdrawal charge schedule in the “Fees” section. In certain cases, this charge may not apply to a portion or all of your withdrawal. The early withdrawal charge reduces over time. These fees may be waived, reduced or eliminated in certain circumstances. See the “Fees” section.

▷	How, When and Why Fees are Deducted;

▷	Reduction, Waiver and/or Elimination of Certain Fees;	2	This is the difference between the rate applied and the rate credited on loans under your contract. We reserve the right to apply a spread of up to 3.0% per annum. Currently, the loan interest spread for most contracts is 2.5% per annum (for certain contracts the loan interest rate applied is 6.0% and the loan interest rate credited is 6.0%). For example, if the current credited interest rate is 6.0%, the amount of interest applied to the contract would be 3.5%; the 2.5% loan interest rate spread is retained by the Company. See “Loans.


▷	Redemption Fees; and
▷	Premium and Other Taxes.


See “The Income Phase” for:		The next table describes the fees and expenses that you will pay periodically during the time that you own the contract, not including fund fees and expenses.

▷	Fees during the Income Phase.
				Applicable to Texas K-12 contracts	Applicable to all other contracts

Texas K-12 Contracts Defined: Voluntary 403(b) annuity contracts for employees of K-12 public schools. These contracts meet the requirements established by the Teachers Retirement System of Texas in support of Senate Bill 273.

		Maximum Annual Maintenance Fee³		$0.00	$50.00

		Separate Account Annual Expenses³
			(as a percentage of average account value)
			Maximum Mortality and Expense Risk
			Charge⁴	1.25%	1.50%

			Maximum Administrative Expense Charge	0.25%⁵	0.25%⁶
			Maximum Total Separate Account Expenses	1.50%	1.75%

		3	These fees may be waived, reduced or eliminated in certain circumstances. See “Fees.”

		4	A charge for the guaranteed death benefit, if any, is included in the mortality and expense risk charge. See “Death Benefit.”

		5	We currently do not impose this charge under Texas K-12 contracts; however, we reserve the right to charge up to 0.25% annually.

		6	We only impose this charge under some contracts. See “Fees.”

*State premium taxes (which currently range from 0% to 4% of premium payments) may apply, but are not reflected in the fee tables or examples. See “Fees - Premium and Other Taxes.”





PRO.XXXXX-10			6

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



		*Applicable to Texas K-12*		*Applicable to All Other*
		*Contracts*		*Contracts*

		Minimum	Maximum	Minimum	Maximum
*Total Annual Fund Operating Expenses*
(expenses that are deducted from fund assets, including management fees, distribution (12b-1) and/or service fees, and other expenses)		0.26%	1.30%	0.26%	1.51%



*Hypothetical Examples*	[TO BE UPDATED BY PRE-EFFECTIVE AMENDMENT]

The following Examples are intended to help you compare the cost of investing in the contract with the cost of
investing in other variable annuity contracts. For each type of contract, these costs include maximum
contract holder transaction expenses, maximum maintenance fees (converted to a percentage of assets equal
to 0.XXX%), maximum separate account annual expenses, and fund fees and expenses applicable to that type
of contract.

Example 1: The following Examples assume that you invest $10,000 in the contract for the time periods indicated.
The Examples also assume that your investment has a 5% return each year and assume the maximum fees and
expenses of any of the funds. Although your actual costs may be higher or lower, based on these assumptions, your
costs would be:


	(A) If you withdraw your entire account value at the end of the applicable time period:				(B) If you do not withdraw your entire account value or if you select an income phase payment option at the end of the *applicable time period:**




	1 Year	3 Years	5 Years	10 Years	1 Year	3 Years	5 Years	10 Years

Applicable to Texas K-12 contracts	$[insert]	$[insert]	$[insert]	$[insert]	$[insert]	$[insert]	$[insert]	$[insert]



Applicable to all other contracts	$[insert]	$[insert]	$[insert]	$[insert]	$[insert]	$[insert]	$[insert]	$[insert]

This example will not apply if during the income phase a nonlifetime payment option is elected with variable payments and a
lump-sum payment is requested within a certain number of years as specified in the contract. In that case, the lump-sum
payment is treated as a withdrawal during the accumulation phase and may be subject to an early withdrawal charge. (Refer to
Example A.)

PRO.XXXXX-10 7

Example 2: The following Examples assume that you invest $10,000 in the contract for the time periods indicated.
The Examples also assume that your investment has a 5% return each year and assume the minimum fees and
expenses of any of the funds. Although your actual costs may be higher or lower, based on these assumptions, your
costs would be:


	(A) If you withdraw your entire account value at the end of the applicable time period:				(B) If you do not withdraw your entire account value or if you select an income phase payment option at the end of the *applicable time period:**




	1 Year	3 Years	5 Years	10 Years	1 Year	3 Years	5 Years	10 Years

Applicable to Texas K-12 contracts	$[insert]	$[insert]	$[insert]	$[insert]	$[insert]	$[insert]	$[insert]	$[insert]



Applicable to all other contracts	$[insert]	$[insert]	$[insert]	$[insert]	$[insert]	$[insert]	$[insert]	$[insert]

Fees Deducted by the Funds

Fund Fee Information. The fund prospectuses show the investment advisory fees, 12b-1 fees and other expenses
including service fees (if applicable) charged annually by each fund. See the “Fees” section of this prospectus, and
the fund prospectuses, for further information. Fund fees are one factor that impact the value of a fund share. To
learn about additional factors, refer to the fund prospectuses.

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

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

How Fees are Deducted. Fees are deducted from the value of the fund shares on a daily basis, which in turn affects
the value of each subaccount that purchases fund shares.

PRO.XXXXX-10 8


CONDENSED FINANCIAL INFORMATION

Understanding Condensed Financial Information. As of September 8, 2010, we had not begun selling the contracts and the subaccounts did not have any assets attributable to the contracts. Therefore, no condensed financial information is presented herein.



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 C 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.




VARIABLE ANNUITY ACCOUNT C

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





The separate account is divided into “subaccounts.” Each subaccount 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.




THE COMPANY

ING Life Insurance and Annuity Company issues the contracts described in this prospectus and is responsible for providing each contract’s insurance and annuity benefits. 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 over the next four years by divestment of its insurance and investment management operations, including the Company. ING has announced that it will explore all options for implementing the separation including initial public offerings, sales or a combination thereof.




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

Our principal executive offices are located at:

One Orange Way
Windsor, Connecticut 06095-4774

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








PRO.XXXXX-10	9

Insurance and Retirement Plan Products and Other Regulatory Matters. Federal and state regulators and self-
regulatory agencies are conducting broad inquiries and investigations involving the insurance and retirement
industries. These initiatives currently focus on, among other things, compensation, revenue sharing, and other sales
incentives; potential conflicts of interest; sales and marketing practices (including sales to seniors); specific product
types (including group annuities and indexed annuities); product administrative issues; and disclosure. The
Company and certain of its U.S. affiliates have received formal and informal requests in connection with such
investigations, and have cooperated and are cooperating fully with each request for information. Some of these
matters could result in regulatory action involving the Company.

These initiatives also may result in new legislation and regulation that could significantly affect the financial
services industry, including businesses in which the Company is engaged.

In light of these and other developments, U.S. affiliates of ING, including the Company, periodically review
whether modifications to their business practices are appropriate.

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

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

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

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

Product Regulation. Our products are subject to a complex and extensive array of state and federal tax, securities
and insurance laws, and regulations, which are administered and enforced by a number of governmental and self-
regulatory authorities, 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 certain requirements relating to product design, administration and
investments that are conditions for beneficial tax treatment of such products under the Tax Code. See “Tax
Considerations” 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.

PRO.XXXXX-10 10

INVESTMENT OPTIONS

The contract offers variable investment options and fixed interest options. When we establish your account(s), the
contract holder, or you if permitted by the plan, instructs us to direct account dollars to any of the available options.

Variable Investment Options. These options are called subaccounts, which are within the separate account.
Earnings on amounts invested in a subaccount will vary depending upon the performance and fees of its underlying
fund. You do not invest directly in or hold shares of the funds.

▷   Fund Descriptions. We provide brief descriptions of the funds in Appendix V. Please refer to the fund
    prospectuses for additional information. Fund prospectuses may be obtained, free of charge, from the address
     and telephone number listed in “Contract Overview - Questions: Contacting the Company,” by accessing the
    SEC’s website or by contacting the SEC Public Reference Branch.

Fixed Interest Options. For descriptions of the fixed interest options, see Appendices I, II and III and the
Guaranteed Accumulation Account prospectus. The Guaranteed Accumulation Account prospectus may be obtained
free of charge at the address and telephone number listed in “Contract Overview - Questions: Contacting the
Company,” by accessing the SEC’s website or by contacting the SEC Public Reference Branch.


*Selecting Investment Options*
•	Choose options appropriate for you. Your local representative can help you evaluate which subaccounts or fixed interest options may be appropriate for your financial goals.

•	Understand the risks associated with the options you choose. Some subaccounts invest in funds that are considered riskier than others. Funds with additional risks are expected to have a value that rises and falls more rapidly and to a greater degree than other funds. For example, funds investing in foreign or international securities are subject to additional risks not associated with domestic investments, and their performance may vary accordingly. Also, funds using derivatives in their investment strategy may be subject to additional risks.




•	Be informed. Read this prospectus, the fund prospectuses, fixed interest option appendices and the Guaranteed Accumulation Account prospectus.

Limits on Option Availability. Some subaccounts and fixed interest options may not be available through certain
contracts and plans or in some states. For example, some subaccounts may be unavailable in a particular state due to
state law limits on total aggregate charges applicable to investment options offered. Your plan sponsor may also
have selected a subset of variable and/or fixed interest options to be available for investment under your plan. We
may add, withdraw or substitute investment options subject to the conditions in the contract and in compliance with
regulatory requirements. In the case of a substitution, the new fund may have different fees and charges than the
fund it replaced.

Limits on Number of Options Selected. Generally, the contract holder, or you if permitted by the plan, may select
no more than 18 investment options at one time during the accumulation phase of your account. If you have an
outstanding loan (available to 403(b) and some 401, and 457(b) plans only), you may currently make a total of 18
cumulative selections over the life of the account. Each subaccount, the Fixed Account, Fixed Plus Account II, and
each classification of the Guaranteed Accumulation Account selected counts toward these limits. Thus, if you have a
loan on the account, each investment option in which you have invested counts toward the limit, even after the full
value is transferred to other investment options.

Additional Risks of Investing in the Funds

Insurance-Dedicated Funds (Mixed and Shared Funding). Some of the funds described in this prospectus are
available only to insurance companies for their variable contracts (or directly to certain retirement plans, as allowed
by the Tax Code). Such funds are often referred to as “insurance-dedicated funds,” and are used for “mixed” and
“shared” funding.

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

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

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

PRO.XXXXX-10 11

Public Funds. The following funds, which the subaccounts buy for variable annuity contracts, are also available to
the general public:


Alger Green Fund		Fundamental Investors^SM
American Century^®Inflation-Adjusted Bond Fund		Invesco Mid Cap Core Equity Fund
Ariel Fund		Parnassus Equity Income Fund
Artisan International Fund		RiverSource Diversified Equity Income Fund
Aston/Optimum Mid Cap Fund		Templeton Global Bond Fund
Columbia Mid Cap Value Fund		The Growth Fund of America^®
EuroPacific Growth Fund^®

See “Tax Considerations - Section 403(b) and Roth 403(b) Tax-Deferred Annuities” for a discussion of investment
in one of the public funds under a 403(b) or Roth 403(b) annuity contracts.

Possible Conflicts of Interest. With respect to the insurance-dedicated funds and the public funds, it is possible that
a conflict of interest may arise due to mixed and shared funding, a change in law affecting the operations of variable
annuity separate accounts, differences in the voting instructions of the contract holder and others maintaining a
voting interest in the funds, or some other reason. Such a conflict could adversely impact the value of a fund. For
example, if a conflict of interest occurred and one of the subaccounts withdrew its investment in a fund, the fund
may be forced to sell its securities at disadvantageous prices, causing its share value to decrease. Each insurance-
dedicated fund’s board of directors or trustees will monitor events in order to identify any material irreconcilable
conflicts that may arise and to determine what action, if any, should be taken to address such conflicts. With respect
to both the public funds and the insurance-dedicated funds, in the event of a conflict, the Company will take any
steps necessary to protect contract holders and annuitants maintaining a voting interest in the funds, including the
withdrawal of the separate account from participation in the funds that are involved in the conflict.

TRANSFERS

Transfers Among Investment Options. During the accumulation phase and the income phase, the contract holder,
or you if permitted by the plan, may transfer amounts among investment options. Transfers from fixed interest
options are restricted as outlined in Appendices I, II and III. Transfers may be requested in writing, by telephone or,
where available, electronically. Transfers must be made in accordance with the terms of the contract.

Value of Transferred Dollars. The value of amounts transferred in or out of subaccounts will be based on the
subaccount unit values next determined after we receive your request in good order at the address listed in “Contract
Overview - Questions: Contacting the Company,” or if you are participating in the dollar cost averaging or account
rebalancing programs, after your scheduled transfer or reallocation.

Telephone and Electronic Transfers: Security Measures. To prevent fraudulent use of telephone or electronic
transactions (including, but not limited to, internet transactions), we have established security procedures. These
include recording calls on our toll-free telephone lines and requiring use of a personal identification number (PIN) to
execute transactions. You are responsible for keeping your PIN and account information confidential. If we fail to
follow reasonable security procedures, we may be liable for losses due to unauthorized or fraudulent telephone or
other electronic transactions. We are not liable for losses resulting from following telephone or electronic
instructions we believe to be genuine. If a loss occurs when we rely on such instructions, you will bear the loss.

Limits on Frequent or Disruptive Transfers

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

Increased trading and transaction costs;
Forced and unplanned portfolio turnover;
Lost opportunity costs; and
Large asset swings that decrease the fund’s ability to provide maximum investment return to all contract owners
and participants.

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

PRO.XXXXX-10 12

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

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

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

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

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

PRO.XXXXX-10 13

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

We reserve the right to suspend Electronic Trading Privileges with respect to any individual or entity, with or
without prior notice, if we determine, in our sole discretion, that the individual’s or entity’s trading activity is
disruptive or not in the best interests of other owners of our variable insurance and retirement products, or
participants in such 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.

The Company does 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, participants, and
fund investors, and/or state or federal regulatory requirements. If we modify our policy, it will be applied uniformly
to all contract owners and participants or, as applicable, to all contract owners and participants 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 companies, either by prospectus or
stated policy, has adopted or may adopt its own excessive/frequent trading policy, and orders for the purchase of
fund shares are subject to acceptance or rejection by the underlying fund. We reserve the right, without prior notice,
to implement fund purchase restrictions and/or limitations on an individual or entity that the fund has identified as
violating its excessive/frequent trading policy and to reject any allocation or transfer request to a subaccount if the
corresponding fund will not accept the allocation or transfer for any reason. All such restrictions and/or limitations
(which may include, but are not limited to, suspension of Electronic Trading Privileges and/or blocking of future
purchases of a fund or all funds within a fund family) will be done in accordance with the directions we receive from
the fund.

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

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

The Dollar Cost Averaging Program. Certain contracts allow you to participate in our dollar cost averaging
program. There is no additional charge for this service. Dollar cost averaging is a system for investing that buys
fixed dollar amounts of an investment at regular intervals, regardless of price. Our program transfers, at regular
intervals, a fixed dollar amount to one or more subaccounts that you select. Dollar cost averaging neither ensures a
profit nor guarantees against loss in a declining market. You should consider your financial ability to continue
purchases through periods of low price levels. For additional information about this program, contact your local
representative or call the Company at the number listed in “Contract Overview - Questions: Contacting the
Company.”

PRO.XXXXX-10 14

Dollar cost averaging is not available to participants in the account rebalancing program. Subaccount reallocations
or changes outside of the dollar cost averaging may affect the program. Changes such as fund mergers, substitutions,
or closures may also affect the program.

The Account Rebalancing Program. Under some contracts you may participate in account rebalancing. Account
rebalancing allows you to reallocate your account value to match the investment allocations you originally selected.
Only account values invested in the subaccounts may be rebalanced. We automatically reallocate your account value
annually (or more frequently as we allow). Account rebalancing neither ensures a profit nor guarantees against loss
in a declining market. There is no additional charge for this program. If available under your contract, you may elect
the account rebalancing program electronically at www.ingretirementplans.com, or by completing and submitting an
account rebalancing form.

Account rebalancing is not available if you elect to participate in the dollar cost averaging program. Subaccount
reallocations or changes outside of the account rebalancing program may affect the program. Changes such as fund
mergers, substitutions, or closures may also affect the program.

CONTRACT PURCHASE AND PARTICIPATION

Contracts Available for Purchase. The contracts available for purchase are group deferred annuity contracts that
the Company offers in connection with plans established by eligible organizations under Tax Code sections 401(a),
401(k), 403(b) and 457, including Roth 403(b) and Roth 401(k) plans.

When considering whether to purchase or participate in the contract, you should consult with your financial
representative about your financial goals, investment time horizon and risk tolerance.

ERISA Notification. Some plans under Sections 401 and 403(b) are subject to Title I of the Employee Retirement
Income Security Act of 1974 (“ERISA”), as amended. The contract holder must notify the Company whether Title I
of ERISA applies to the plan.

Use of an Annuity Contract in your Plan. Under the federal tax laws, earnings on amounts held in annuity
contracts are generally not taxed until they are withdrawn. However, in the case of a qualified retirement account
(such as a 401(a), 401(k), Roth 401(k), 403(b), Roth 403(b), or 457(b) plan), an annuity contract is not necessary to
obtain this favorable tax treatment and does not provide any tax benefits beyond the deferral already available to the
tax qualified account itself. Annuities do provide other features and benefits (such as the guaranteed death benefit
under some contracts or the option of lifetime income phase options at established rates) that may be valuable to
you. You should discuss your alternatives with your financial representative taking into account the additional fees
and expenses you may incur in an annuity.

Purchasing the Contract

1.	The contract holder submits the required forms and application to the Company.
2.	We approve the forms and issue a contract to the contract holder.

Participating in the Contract

1.	We provide you with enrollment materials for completion and return to us (occasionally enrollment is conducted by someone unaffiliated with us who is assisting the contract holder).
2.	If your enrollment materials are complete and in good order, we establish one or more accounts for you. Under certain plans we establish an employee account for contributions from your salary and an employer account for employer contributions. We may also establish Roth 403(b) and Roth 401(k) accounts.

Acceptance or Rejection. We must accept or reject an application or your enrollment materials within two business
days of receipt. If the forms are incomplete, we may hold any forms and accompanying purchase payments for five
business days, unless you consent to our holding them longer. Under limited circumstances, we may also agree, for a
particular plan, to hold purchase payments for longer periods with the permission of the contract holder. If we agree
to do this, we will deposit the purchase payments in the ING Money Market Portfolio subaccount until the forms are
completed (or for a maximum of 105 days). If we reject the application or enrollment, we will return the forms and
any purchase payments.

PRO.XXXXX-10 15

Methods of Purchase Payment. The contract may allow one or more of the following purchase payment methods:

▷   Lump-sum payments: A one time payment to your account in the form of a transfer from a previous contract or
     plan; and/or
▷   Installment payments: More than one payment made over time to your account.

The plan and the contract may have certain rules or restrictions that apply to use of these two methods. For example,
we may require that installment payments meet certain minimums. We may place the different types of payments in
distinct accounts.

Contributions to Roth 403(b) or Roth 401(k) accounts must be made by after-tax salary reduction, exchange, or
rollover payments (to the extent allowed by the contract) paid to us on your behalf, as permitted by the Tax Code
and the plan. Roth 403(b) and Roth 401(k) contributions will be placed in distinct accounts.

Allocation of Purchase Payments. The contract holder or you, if the contract holder permits, directs us to allocate
initial contributions to the investment options available under the plan. Generally, you will specify this information
on your enrollment materials. After your enrollment, changes to allocations for future purchase payments or transfer
of existing balances among investment options may be requested in writing and, where available, by telephone or
electronically at www.ingretirementplans.com. Allocations must be in whole percentages, and there may be
limitations on the number of investment options that can be selected. See “Investment Options” and “Transfers.”

Transfer Credits. The Company provides a transfer credit in some cases on transferred assets, as defined by the
Company, subject to certain conditions and state approvals. This benefit is provided on a nondiscriminatory basis. If
a transfer credit is due under the contract, you will be provided with additional information specific to the contract.

Election of a transfer credit may impact the mortality and expense risk charge and the credited interest rate under
certain fixed interest options. See “Fees” and “Appendix II - Fixed Plus Account II.”

Tax Code Restrictions. The Tax Code places some limitations on contributions to your account. See “Tax
Considerations.”

Factors to Consider in the Purchase Decision. The decision to purchase or participate in the contracts should be
discussed with your financial representative. Make sure that you understand the investment options it provides, its
other features, the risks and potential benefits you will face, and the fees and expenses you will incur when, together
with your financial representative, you consider an investment in the contract. You should pay attention to the
following issues, among others:

1.	Long-Term Investment - This contract is a long-term investment, and is typically most useful as part of a personal retirement plan. Early withdrawals may be restricted by the Tax Code or your plan or may expose you to early withdrawal charges or tax penalties. The value of deferred taxation on earnings grows with the amount of time funds are left in the contract. You should not participate in this contract if you are looking for a short- term investment or expect to need to make withdrawals before you are 59½.
2.	Investment Risk - The value of investment options available under this contract may fluctuate with the markets and interest rates. You should not participate in this contract in order to invest in these options if you cannot risk getting back less money than you put in.
3.	Features and Fees - The fees for this contract reflect costs associated with the features and benefits it provides. As you consider this contract, you should determine the value that these various benefits and features have for you, given your particular circumstances, and consider the charges for those features.
4.	Exchanges - Replacing an existing insurance contract with this contract may not be beneficial to you. If this contract will be a replacement for another annuity contract or mutual fund option under the plan, you should compare the two options carefully, compare the costs associated with each, and identify additional benefits available under this contract. You should consider whether these additional benefits justify incurring a new schedule of early withdrawal charges or any increased charges that might apply under this contract. Also, be sure to talk to a qualified financial professional or tax adviser to make sure that the exchange will be handled so that it is tax-free.

PRO.XXXXX-10 16

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

CONTRACT OWNERSHIP AND RIGHTS

Who Owns the Contract? The contract holder. This is the person or entity to whom we issue the contract.

Who Owns Money Accumulated Under the Contract?


▷	Under Governmental 457(b) Plans. The Tax Code requires that 457(b) plan assets of governmental employers be held in trust for the exclusive benefit of you and your beneficiaries. An annuity contract satisfies the trust requirement of the Tax Code.


▷	Under Tax-Exempt 457(b) Plans. In order to avoid being subject to ERISA, 457(b) plan assets of tax-exempt employers (including certain nonqualified, church-controlled organizations) remain the property of the employer, and are subject to the claims of the employer’s general creditors.



▷	Under 401(a), 401(k), Roth 401(k), 403(b), or Roth 403(b) Plans. Under the contract, we may establish one or more accounts for you. Generally, we establish an employee account to receive salary reduction and rollover amounts and an employer account to receive employer contributions. You have the right to the value of your employee account and any employer account to the extent you are vested as interpreted by the contract holder.

Who Holds Rights Under the Contract?

The terms of the annuity contract will determine who holds rights under the contracts.


▷	Under some contracts, the contract holder holds all rights under the contract, but may permit you to exercise some of those rights. For example, the contract holder may allow you to choose investment options.

▷	Under other contracts, including most group contracts issued through a voluntary 403(b) or Roth 403(b) plan, you generally hold all rights under the contract and may make elections for your accounts. However, pursuant to Treasury Department regulations that were generally effective on January 1, 2009, the exercise of certain of these rights may require the consent and approval of the plan sponsor or its delegate. See “Tax Considerations - Section 403(b) and Roth 403(b) Tax-Deferred Annuities.”

For additional information about the respective rights of the contract holder and participants, see Appendix IV.

RIGHT TO CANCEL

When and How to Cancel. If the contract holder chooses to cancel a contract, we must receive the contract and a
written notice of cancellation within 10 days (or a longer period if required by state law) after the contract holder’s
receipt of the contract.

If you wish to cancel participation in the contract and are allowed to do so under the contract and the plan, you must
send the document evidencing your participation and a written notice of cancellation to the Company within 10 days
after you receive confirmation of your participation in the contract.

Refunds. We will produce a refund no later than seven calendar days after we receive the required documents and
written notice in good order at the address listed in “Contract Overview - Questions: Contacting the Company.” The
refund will equal amounts contributed to the contract or account(s), as applicable, plus any earnings or less any
losses attributable to the investment options in which amounts were invested. Any mortality and expense risk
charges and administrative expense charges (if any) deducted during the period you held the contract will not be
returned. We will not deduct an early withdrawal charge, nor apply a market value adjustment to any amounts you
contributed to the Guaranteed Accumulation Account. In certain states, we are required to refund contributions.
When a refund of contributions is not required, the investor bears any investment risk.

PRO.XXXXX-10 17



			FEES

Types of Fees You may incur the following types of fees under the contract:			The following repeats and adds to information provided in the “Fee Table” section. Please review both this section and the “Fee Table” section for information on fees. *I. Maximum Transaction Fees*




▷	Maximum Transaction Fees
			*Early Withdrawal Charge*
	•	Early Withdrawal Charge	Withdrawals of all or a portion of your account value may be subject to a charge. In the case of a partial withdrawal where you request a specific dollar amount, the amount withdrawn from your account will be the amount you specified plus adjustment for any applicable early withdrawal charge.

	•	Annual Maintenance Fee

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

	•	Mortality and Expense Risk Charge

	•	Administrative Expense Charge

▷	Fund Fees and Expenses		Amount: This charge is a percentage of the amount that you withdraw from the subaccounts, the Fixed Account and the Guaranteed Accumulation Account. We do not deduct an early withdrawal charge from amounts that you withdraw from the Fixed Plus Account II. The percentage is determined by the early withdrawal charge schedule that applies to your individual account. Some of these schedules are listed below.
▷	Premium and Other Taxes

Terms to Understand in the Early Withdrawal Schedules


▷ ▷	Account Year - a 12- month period measured from the date we establish your account, or measured from any anniversary of that date. Contract Year - a 12- month period measured from the date we establish the contract, or measured from any anniversary of that date.		Early Withdrawal Charge Schedules. You may determine which schedule applies to you by consulting your certificate or the contract (held by the contract holder). Schedule I. This is the maximum early withdrawal charge schedules that may apply to contracts other than Texas K-12 contracts. It grades down to zero over a 10-year period, as shown on the next page. Some contracts have schedules that grade down to zero over fewer than 10 years. Each contract will specify whether a schedule is based on one of the following: (1) The number of years since the individual account was established; or (2) The number of years since the contract was established.


















			Unless the contract provides otherwise, the same schedule applies to installment purchase payments (ongoing contributions), single purchase payments (rollovers, exchanges or other one-time contributions), as well as Roth 403(b) and Roth 401(k) contributions.


			Schedule I
			Account Years or Contract Years (depending upon the contract)	Early Withdrawal Charge


			Fewer than 5 5 or more but fewer than 7 7 or more but fewer than 9 9 or more but fewer than 10 10 or more	5% 4% 3% 2% 0%







PRO.XXXXX-10			18

Texas K-12 Contracts. The following schedule applies to Texas K-12 contracts.


	Account Years	Early Withdrawal Charge
	Fewer than 1 1 or more but fewer than 2 2 or more but fewer than 3 3 or more but fewer than 4 4 or more but fewer than 5 5 or more but fewer than 6 6 or more but fewer than 7 7 or more but fewer than 8 8 or more but fewer than 9 9 or more but fewer than 10 10 or more	7.0% 6.5% 6.0% 5.5% 5.0% 4.5% 4.0% 3.5% 3.0% 2.0% 0.0%

Reduction for Certain New York Contracts. The State of New York requires a reduced early withdrawal charge
schedule, as follows:


	Completed Account Years	Early Withdrawal Charge
	Fewer than 3 3 or more but fewer than 4 4 or more but fewer than 5 5 or more but fewer than 6 6 or more but fewer than 7 7 or more	5% 4% 3% 2% 1% 0%

Early Withdrawal Charge Waivers under all Contracts. These apply to all contracts. Also read the following
two subsections regarding additional waivers, reductions or elimination of the charge.

The charge is waived for portions of a withdrawal that are:


▷	Used to purchase income phase payments;
▷	Used to purchase a single premium immediate annuity or certain individual retirement annuities issued by the Company or one of its affiliates, provided that the right to cancel under the new contract is not exercised;*

▷	Made under a systematic distribution option;
▷	Made because the Company terminated the account under the circumstances described in “Other Topics - Account Termination;

▷	Paid where your account value is $5,000 or less (or, if applicable, as otherwise allowed by your plan for lump- sum cash-outs without participant consent), and no amounts have been withdrawn, used to provide income phase payments, or taken as a loan within the prior 12 months;**


▷	Due to your death before income phase payments begin;
▷	Made to a participant who is separated from service, when certified by the employer;
▷	Due to financial hardship (for 401(a), 401(k), 403(b), Roth 401(k) and Roth 403(b) plans) or unforeseeable emergency (for 457(b) plans) as defined in the Tax Code;

▷	Due to the transfer or exchange of your account value to another contract issued by the Company for your plan, subject to various conditions agreed to by the Company; provided that the right to cancel under the new contract is not exercised;


▷	For a transfer or exchange to a Company Code Section 403(b)(7) custodial account, subject to the restrictions set forth in Code Section 403(b)(7)(A)(ii), and subject to various conditions agreed to by the Company.


*	If you cancel the new contract, we will reinstate the account under the old contract and the amount returned to the account from the new contract may then be withdrawn, subject to any early withdrawal charge that would have applied at the time the new contract was established.



**	$5,000 limit may be lower if required by your state.

PRO.XXXXX-10 19

Early Withdrawal Charge Waivers under Certain Contracts. To find out which waivers apply to the contract
issued in connection with your plan, consult the certificate or the contract (held by the contract holder). This charge
may be waived for portions of a withdrawal that are:


▷	Withdrawn from contracts used with plans under section 401(a)/401(k), 403(b), Roth 401(k), or Roth 403(b) of the Tax Code, if the withdrawal is less than or equal to 10% of your account value and is the first partial withdrawal in a calendar year;*


▷	Made for the purposes of taking a loan taken in accordance with the terms of the plan, subject to conditions agreed to by the contract holder and the Company in writing;

▷	To purchase permissive past service credit under a governmental defined benefit plan;
▷	Due to your disability as defined by the Tax Code, if the withdrawal is paid directly to you and certified by your employer, and the amount paid for all withdrawals due to disability during the previous 12 months does not exceed 20% of the average value of all individual accounts under the contract during that period;


▷	In-service distributions permitted by certain 401(a) and 457(b) governmental plans, when certified by the employer.


*	To qualify for this waiver you must be between the ages of 59½ and 70½ and cannot have elected the systematic withdrawal option; any outstanding loans are not included in the account value when calculating the 10% amount; and this waiver does not apply to full withdrawals or to a withdrawal due to a loan default.

Reduction, Waiver or Elimination. In addition to the specific waivers described above, we may reduce, waive or
eliminate the early withdrawal charge for a particular plan. Any such reduction will reflect the differences we expect
in distribution costs or services meant to be defrayed by this charge. Factors we consider for a reduction include, but
are not limited to, the following:


▷	The number of participants under the plan;
▷	The type and nature of the group to which a contract is issued;
▷	The expected level of assets and/or cash flow under the plan;
▷	Our agent’s involvement in sales activities;
▷	Our sales-related expenses;
▷	Distribution provisions under the plan;
▷	The plan’s purchase of one or more other variable annuity contracts from us and the features of those contracts;
▷	The level of employer involvement in determining eligibility for distributions under the contract;
▷	Our assessment of financial risk to the Company relating to withdrawals; and
▷	Whether the contract results from the exchange of another contract issued by the Company to the same plan sponsor.
▷

We will not reduce the early withdrawal charge in a manner that is unfairly discriminatory against any person.

We may also apply different early withdrawal charge provisions in contracts issued to certain employer groups or
associations that have negotiated the contract terms on behalf of their employees. We will offer any resulting early
withdrawal charge uniformly to all employees in the group.

Annual Maintenance Fee

Maximum Amount. $50.00

When/How. For those plans that have a maintenance fee, each year during the accumulation phase we deduct this
fee on your account anniversary. Under some contracts we may also deduct this fee annually on the anniversary of
the issue date of the contract, rather than on your account anniversary. It is deducted annually on a pro-rata basis
from your account value invested in the subaccounts and the fixed interest options. Under some plans we deduct the
maintenance fee from both employer and employee accounts, in which case we may deduct one-half the fee from
each account, pro-rata from your account value invested in the subaccounts and fixed interest options. We may also
deduct all or a portion of the maintenance fee from a Roth 403(b) or Roth 401(k) account. Under some plans, your
employer elects whether the fee is deducted from the employee account, employer account, or a portion from each.
The Company may send a bill to your employer at or prior to such deduction.

Purpose. This fee helps defray the administrative expenses we incur in establishing and maintaining your account.
It may also be used to defray plan administration costs that the Company has agreed to pay, if applicable.

PRO.XXXXX-10 20

Increase, Reduction or Elimination. The maintenance fee may vary (be increased, reduced or eliminated), as
described in the contract. When a plan meets certain criteria, we may reduce, waive or eliminate the maintenance
fee. Factors we consider reflect differences in our level of administrative costs and services, such as:


▷	The size, type and nature of the group to which a contract is issued;
▷	Amount of contributions to the contract;
▷	The expected level of assets under the plan (under some contracts, we may aggregate accounts under different contracts issued by the Company to the same contract holder);

▷	The anticipated level of administrative expenses, such as billing for payments, producing periodic reports, providing for the direct payment of account charges rather than having them deducted from account values, and any other factors pertaining to the level and expense of administrative services we will provide; and


▷	The number of eligible participants and the program’s participation rate.

Due to factors on which the maintenance fee is based, it is possible that it may increase, decrease, or be eliminated
from year to year as the characteristics of the group change.

We will not unfairly discriminate against any group if we increase, reduce or eliminate the maintenance fee. We will
make any increase, reduction, or elimination according to our own rules in effect at the time we approve the
application for a contract. We reserve the right to change these rules from time to time.

Redemption Fees

Certain funds may deduct redemption fees as a result of withdrawals, transfers, or other fund transactions you
initiate. If applicable, we may deduct the amount of any redemption fees imposed by the underlying mutual funds as
a result of withdrawals, transfers or other fund transactions you initiate. Redemption fees, if any, are separate and
distinct from any transaction charges or other charges deducted from your account value. For a more complete
description of the funds’ fees and expenses, review each fund’s prospectus.

II. Maximum Fees Deducted from the Subaccounts

Mortality and Expense Risk Charge

Maximum Amount. 1.50% annually of your account value invested in the subaccounts during the accumulation
phase; 1.25% annually of your account value invested in the subaccount during the income phase. See “The Income
Phase - Charges Deducted.” We may charge a different fee for different funds (but not beyond the maximum
amount). See your certificate or the contract (held by the contract holder).

When/How. This fee is deducted daily from the subaccounts. We do not deduct this fee from any fixed interest
option.

Purpose. This fee compensates us for the mortality and expense risks we assume under the contracts.


▷	The mortality risks are those risks associated with our promise to make lifetime payments based on annuity rates specified in the contracts and our funding of the death benefits (including any guaranteed death benefits) and other payments we make to owners or beneficiaries of the accounts.


▷	The expense risk is the risk that the actual expenses we incur under the contracts will exceed the maximum costs that we can charge.

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

PRO.XXXXX-10 21

Reduction. We may reduce the mortality and expense risk charge from the maximum when the plan meets certain
criteria and we agree to the reduction with the contract holder in writing. Some contracts have a reduced mortality
and expense risk charge only during the accumulation phase of the account which then increases during the income
phase (but not beyond the maximum amount). Any reduction will reflect differences in expenses for administration
based on such factors as:


▷	The expected level of assets under the plan (under some contracts, we may aggregate accounts under different contracts issued by the Company to the same contract holder);

▷	The size of the prospective group, projected annual number of eligible participants and the program’s participation rate;

▷	The plan design (for example, the plan may favor stability of invested assets and limit the conditions for withdrawals, loans and available investment options, which in turn lowers administrative expenses);

▷	The frequency, consistency and method of submitting payments and loan repayments;
▷	The method and extent of onsite services we provide and the contract holder’s involvement in service such as enrollment and ongoing participant services;

▷	The contract holder’s support and involvement in the communication, enrollment, participant education and other administrative services;

▷	The projected frequency of distributions;
▷	The type and level of other factors that affect the overall administrative expense including expenses related to the contract or the plan, or the Company’s reimbursement of any portion of the costs of the plan’s third party administrator, if applicable;


▷	Whether or not a transfer credit was selected by the plan sponsor; and
▷	Whether or not a guaranteed death benefit was selected by the plan sponsor.

We will determine any reduction of the mortality and expense risk charge on a basis that is not unfairly
discriminatory according to our rules in effect at the time a contract application is approved. We reserve the right to
change these rules from time to time. Under some contracts we will reassess and increase or decrease this fee
annually. However, the charge that may apply to a given participant upon entry into the income phase will remain
fixed while the participant remains in that phase.

Administrative Expense Charge

Maximum Amount. 0.25% annually of your account value invested in the subaccounts.

When/How. We reserve the right to charge an administrative expense charge of up to 0.25% annually of your
account value invested in the subaccounts. If charged, this fee is deducted daily from the subaccounts. We do not
deduct this charge from any fixed interest option. This fee may be assessed during the accumulation phase and/or the
income phase. If we are currently imposing this fee under the contract issued in connection with your plan when you
enter the income phase, the fee will apply to you during the entire income phase.

Purpose. This fee helps defray our administrative expenses that cannot be covered by the mortality and expense risk
charge described above. The fee is not intended to exceed our average expected cost of administering the contracts.
We do not expect to make a profit from this fee.

Reduction. Under some contracts, if we charge the administrative expense charge, we may reduce it from the
maximum when the plan meets certain criteria and we agree to the reduction with the contract holder, in writing.
The level of the fee may be reassessed and increased or decreased annually.

III. Fund Fees and Expenses

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

PRO.XXXXX-10 22

Less expensive share classes of the funds offered through this contract may be available for investment outside of
this contract. You should evaluate the expenses associated with the funds available through this contract before
making a decision to invest.

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

Assets allocated to affiliated funds, meaning funds managed by Directed Services LLC or another Company affiliate,
generate the largest dollar amount of revenue for the Company. Affiliated funds may also be subadvised by a
Company affiliate or 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 earn a profit from this revenue to the extent it exceeds the Company’s expenses, including the
payment of sales compensation to our distributors.

Types of Revenue Received from Affiliated Funds

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

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

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

Types of Revenue Received from Unaffiliated Funds

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

The types of revenue received by the Company or its affiliates from unaffiliated funds include:

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

PRO.XXXXX-10 23

These revenues are received as cash payments, and if the unaffiliated fund families currently offered through the
contract that made cash payments to us were individually ranked according to the total amount they paid to the
Company or its affiliates in 2009, in connection with the registered variable annuity contracts issued by the
Company, that ranking would be as follows:

1.	Fidelity Investments^®
2.	American Funds^SM
3.	Franklin^®Templeton^®Investments
4.	Columbia Wanger Asset Management
5.	Invesco AIM Investments
6.	American Century Investments
7.	RiverSource Investments, LLC
8.	Alger Funds

If the revenues received from the affiliated funds were taken into account when ranking the funds according to the
total dollar amount they paid to the Company or its affiliates in 2009, the affiliated funds would be first on the list.

In addition to the types of revenue received from affiliated and unaffiliated funds described above, affiliated and
unaffiliated funds and their investment advisers, subadvisers or affiliates may participate at their own expense in
Company sales conferences or educational and training meetings. In relation to such participation, a fund’s
investment adviser, subadviser or affiliate may 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 opportunities to host due diligence meetings for representatives and wholesalers.

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

Please note 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. See
also “Contract Distribution.”

IV. Premium and Other Taxes

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

When/How. We reserve the right to deduct a charge for premium taxes from your account value or from payments
to the account at any time, but not before there is a tax liability under state law. For example, we may deduct a
charge for premium taxes at the time of a complete withdrawal or we may reflect the cost of premium taxes in our
income phase payment rates when you commence income phase payments.

We will not deduct a charge for any municipal premium tax of 1% or less, but we reserve the right to reflect such an
expense in our annuity purchase rates.

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

PRO.XXXXX-10 24

YOUR ACCOUNT VALUE

During the accumulation phase, your account value at any given time equals:


▷	Account dollars directed to the fixed interest options, including interest earnings to date;
▷	Less any deductions from the fixed interest options (e.g., withdrawals, fees);
▷	Plus the current dollar value of amounts held in the subaccounts, which takes into account investment performance and fees deducted from the subaccounts.
▷

Subaccount Accumulation Units. When a fund is selected as an investment option, your account dollars invest in
“accumulation units” of the Variable Annuity Account C subaccount corresponding to that fund. The subaccount
invests directly in the fund shares. The value of your interests in a subaccount is expressed as the number of
accumulation units you hold multiplied by an “Accumulation Unit Value,” as described below, for each unit.

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

Valuation. We determine the AUV every business day after the close of the New York Stock Exchange (NYSE)
(normally at 4:00 p.m. Eastern Time). At that time, we calculate the current AUV by multiplying the AUV last
calculated by the “net investment factor” of the subaccount. The net investment factor measures the investment
performance of the subaccount from one valuation to the next.

Current AUV = Prior AUV x Net Investment Factor

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


Net Investment Rate. The net investment rate is computed according to a formula that is equivalent to the
following:

▷	The net assets of the fund held by the subaccount as of the current valuation; minus
▷	The net assets of the fund held by the subaccount at the preceding valuation; plus or minus
▷	Taxes or provisions for taxes, if any, due to subaccount operations (with any federal income tax liability offset by foreign tax credits to the extent allowed);

▷	Divided by the total value of the subaccount’s units at the preceding valuation;
▷	Minus a daily deduction for the mortality and expense risk charge, the administrative expense charge, if any, and any other fees deducted daily from investments in the separate account . See “Fees.”


The net investment rate may be either positive or negative.

PRO.XXXXX-10 25


Hypothetical Illustration. As a hypothetical illustration, assume that an investor contributes $5,000 to his account and directs us to invest $3,000 in Fund A and $2,000 in Fund B. After receiving the contribution and following the next close of business of the NYSE (normally at 4:00 p.m. Eastern Time), the applicable AUV’s are $10 for Subaccount A, and $25 for Subaccount B. The investor’s account is credited with 300 accumulation units of Subaccount A and 80 accumulation units of Subaccount B.





	$5,000 contribution				Step 1: An investor contributes $5,000.
	Step 1 \|\|
	ING Life Insurance and Annuity Company				Step 2:
					A.	He directs us to invest $3,000 in Fund A. His dollars purchase 300 accumulation units of Subaccount A ($3,000 divided by the current $10 AUV).
	Step 2 \|\|

	Variable Annuity Account C
	Subaccount A 300 accumulation units	Subaccount B 80 accumulation units		Etc.
					B.	He directs us to invest $2,000 in Fund B. His dollars purchase 80 accumulation units of Subaccount B ($2,000 divided by the current $25 AUV).




	\|\| Step 3 \|\|				Step 3: The separate account then purchases shares of the applicable funds at the current market value (net asset value or NAV).
	Fund A		Fund B

The fund’s subsequent investment performance, expenses and charges, and the daily charges deducted from the
subaccount, will cause the AUV to move up or down on a daily basis.

Purchase Payments to Your Account. If all or a portion of initial purchase payments are directed to the
subaccounts, they will purchase subaccount accumulation units at the AUV next computed after our acceptance of
the applicable application or enrollment forms, as described in “Contract Purchase and Participation.” Subsequent
purchase payments or transfers directed to the subaccounts that we receive in good order by the close of business of
the NYSE will purchase subaccount accumulation units at the AUV computed after the close of the NYSE on that
day. The value of subaccounts may vary day to day.

PRO.XXXXX-10 26


WITHDRAWALS

Making a Withdrawal. Subject to limitations on withdrawals from the fixed interest options and other restrictions (see “Withdrawal Restrictions” in this section), the contract holder, or you if permitted by the plan, may withdraw all or a portion of your account value at any time during the accumulation phase.			Taxes, Fees and Deductions Amounts withdrawn may be subject to one or more of the following:




Steps for Making a Withdrawal. The contract holder, or you if permitted by the plan, must:			▷	Early Withdrawal Charge. See “Fees - Early Withdrawal Charge”

▷	Select the withdrawal amount.		▷	Market Value Adjustment. See Appendix I
	•	Full Withdrawal: You will receive, reduced by any required tax, your account value allocated to the subaccounts, the Guaranteed Accumulation Account (plus or minus any applicable market value adjustment) and the Fixed Account, minus any applicable early withdrawal charge, and redemption fees, plus the amount available for withdrawal from the Fixed Plus Account II.
			▷	Redemption Fees. See “Fees - Redemption Fees”

			▷	Tax Penalty. See “Tax Considerations”

			▷	Tax Withholding. See “Tax Considerations”
	•	Partial Withdrawal (Percentage or Specified Dollar Amount): You will receive, reduced by any required tax, the amount you specify, subject to the value available in your account. However, the amount actually withdrawn from your account will be adjusted by any applicable redemption fees, and by any applicable early withdrawal charge for amounts withdrawn from the subaccounts, the Guaranteed Accumulation Account or the Fixed Account, and any positive or negative market value adjustments for amounts withdrawn from the Guaranteed Accumulation Account. The amount available from the Fixed Plus Account II may be limited.		To determine which may apply, refer to the appropriate sections of this prospectus, contact your local representative or call the Company at the number listed in “Contract Overview - Questions: Contacting the Company.”








For a description of limitations on withdrawals from the Fixed Plus Account II, see Appendix II.


▷	Select investment options. If not specified, we will withdraw dollars in the same proportion as the values you hold in the various investment options from each investment option in which you have an account value.


▷	Properly complete a disbursement form and submit it to the address listed in “Contract Overview - Questions: Contacting the Company.”


Calculation of Your Withdrawal. We determine your account value every normal business day after the close of the NYSE (normally at 4:00 p.m. Eastern Time). We pay withdrawal amounts based on your account value either:




(1)	As of the next valuation after we receive a request for withdrawal in good order at the address listed in “Contract Overview - Questions: Contacting the Company”; or


(2)	On such later date as specified on the disbursement form.

Delivery of Payment. Payments for withdrawal requests will be made in accordance with SEC requirements. Normally, we will send your payment not later than seven calendar days following our receipt of your disbursement form in good order.







PRO.XXXXX-10 27

Reinstatement Privilege. Some contracts allow the one-time use of a reinstatement privilege. Within 30 calendar
days after a full withdrawal, if allowed by law and the contract, you may elect to reinstate all or a portion of the
proceeds. We must receive reinstated amounts within 60 days of the withdrawal. We will credit the account for the
amount reinstated based on the subaccount values next computed following our receipt of your request in good order
and the amount to be reinstated. We will credit the amount reinstated proportionally for maintenance fees and early
withdrawal charges imposed at the time of withdrawal. We will deduct from the amounts reinstated any maintenance
fee which fell due after the withdrawal and before the reinstatement. We will reinstate in the same investment
options and proportions in place at the time of withdrawal. Special rules apply to reinstatements of amounts
withdrawn from the Guaranteed Accumulation Account. See Appendix I. Seek competent advice regarding the tax
consequences associated with reinstatement.

Withdrawal Restrictions. Some plans may have other limits on withdrawals, other than or in addition to those
listed below.


▷	Section 403(b)(11) of the Tax Code generally prohibits withdrawals under 403(b) contracts prior to your death, disability, attainment of age 59½, severance from employment, or financial hardship of the following:


	(1)	Salary reduction contributions made after December 31, 1988; and
	(2)	Earnings on those contributions and earnings on amounts held before 1989 and credited after December 31, 1988. Income attributable to salary reduction contributions and credited on or after January 1, 1989, may not be distributed in the case of hardship.



	Other withdrawals may be allowed as provided for under the Tax Code or regulations.

▷	Effective January 1, 2009, 403(b) regulations impose restrictions on the distribution of 403(b) employer contributions under certain contracts. See “Tax Considerations of Qualified Contracts - Distributions - 403(b) Plans.”



▷	401(k) plans generally prohibit withdrawal of salary reduction contributions and associated earnings prior to your death, disability, attainment of age 59½, severance from employment, or financial hardship.


▷	The contract generally requires that the plan sponsor or its delegate certify that you are eligible for the distribution.


▷	If you are married and covered by an ERISA plan, the contract holder must provide certification that Retirement Equity Act requirements have been met.

Waivers of Early Withdrawal Charge and Fixed Plus Account II Full and Partial Withdrawal Provisions.
Although the Tax Code permits distributions upon a participant’s severance from employment, the contracts do not
provide for a waiver of early withdrawal charges or the Fixed Plus Account II full or partial withdrawal provisions
unless the severance from employment would otherwise have qualified as a separation from service under prior IRS
“same desk” guidance (prior to enactment of the Economic Growth and Tax Relief Reconciliation Act of 2001).
Generally, a severance from employment due to a merger, liquidation, consolidation or other employer transaction
does not qualify as a separation from service.

Employer-Directed Withdrawals. Under certain contracts, if permitted by the plan, we may, at the plan sponsor’s
direction, deduct amounts from participant accounts in order to pay costs associated with a third party administrator
engaged by the plan sponsor to administer the plan.

LOANS

Availability. If allowed by the contract and the plan, you may take out a loan from your account value during the
accumulation phase. Loans are not available from Roth 401(k) or Roth 403(b) contracts or accounts. Some plans
restrict loans from your employer account. Loans are only allowed from amounts allocated to certain subaccounts
and fixed interest options. Additional restrictions may apply under the Tax Code, your plan, or due to our
administrative practices or those of a third party administrator selected by your plan sponsor, and loans may be
subject to approval by the plan sponsor or its delegate. We reserve the right not to grant a loan request if the
participant has an outstanding loan in default.

PRO.XXXXX-10 28

Requests. If you are eligible to obtain a loan, you may request one by properly completing the loan request form
and submitting it to the address listed in “Contract Overview - Questions: Contacting the Company.” Read the terms
of the loan agreement before submitting any request.

Loan Interest. Interest will be applied on loan amounts. The difference between the rate applied and the rate
credited on the loans under your contract is currently 2.5% (i.e., a 2.5% loan interest rate spread). For certain
contracts, the current rate applied is 6.0% and the current rate credited is 6.0%. We reserve the right to apply a loan
interest rate spread of up to 3.0%.


SYSTEMATIC DISTRIBUTION OPTIONS

Availability of Systematic Distribution Options. These options may be exercised at any time during the accumulation phase of the contract. To exercise one of these options, the account value must meet any minimum dollar amount and age criteria applicable to that option. To determine what systematic distribution options are available, check with the contract holder or the Company.		Features of a Systematic Distributions Option If available under your plan, a systematic distribution option allows you to receive regular payments from your account without moving into the income phase. By remaining in the accumulation phase, you retain certain rights and investment flexibility not available during the income phase. Because the account remains in the accumulation phase, all accumulation phase charges continue to apply.






Systematic distribution options currently available under the contract include the following:


▷	Systematic Withdrawal Option (SWO). SWO is a series of partial withdrawals from your account based on a payment method you select. It is designed for those who want a periodic income while retaining accumulation phase investment flexibility for amounts accumulated under the account. (This option may not be available if you have an outstanding loan.)






▷	Estate Conservation Option (ECO). ECO also allows you to maintain the account in the accumulation phase and provides periodic payments designed to meet the Tax Code’s required minimum distributions. Under ECO, the Company calculates the minimum distribution amount required by law (generally at age 70½ or retirement, if later) and pays you that amount once a year.

For certain contracts issued in the state of New York, no market value
adjustment is imposed on ECO withdrawals from the Guaranteed
Accumulation Account.

Other Systematic Distribution Options. Other systematic distribution options may be available from time to time.
Additional information relating to any of the systematic distribution options may be obtained from your local
representative or from the Company.

Availability of Systematic Distribution Options. The Company may discontinue the availability of one or all of
the systematic distribution options at any time, and/or change the terms of future elections.

Electing a Systematic Distribution Option. The contract holder, or you if permitted by the plan, may elect a
systematic distribution option. The plan sponsor or its delegate generally must provide the Company with
certification that you are eligible for a distribution and that the distribution is in accordance with the terms of the
plan.

Terminating a Systematic Distribution Option. Once you elect a systematic distribution option (other than
accounts that are part of 457 plan contracts issued to non-governmental, tax exempt employers) you may revoke it at
any time through a written request to the address listed in “Contract Overview - Questions: Contacting the
Company.” Once revoked, an option may not be elected again until the next calendar year, nor may any other
systematic distribution option be elected, unless the Tax Code permits it.

Tax Consequences. Withdrawals received through these options and revocations of elections may have tax
consequences. See “Tax Considerations.”

PRO.XXXXX-10 29


		DEATH BENEFIT

During the Income Phase		The contract provides a death benefit in the event of your death, which is payable to the beneficiary named under the contract (contract beneficiary).

This section provides information about the accumulation phase. For death benefit information applicable to the income phase, see “The Income Phase.”		▷	Under contracts issued in connection with most types of plans except most voluntary 403(b) and Roth 403(b) plans, the contract holder must be named as the contract beneficiary, but may direct that we make any payments to the beneficiary you name under the plan (plan beneficiary).




		▷	Under most group contracts issued in connection with voluntary 403(b) and Roth 403(b) plans, you may generally designate your own contract beneficiary who will normally be your plan beneficiary, as well.



		*During the Accumulation Phase*

		Payment Process

		1.	Following your death, the contract beneficiary (on behalf of the plan beneficiary, if applicable) must provide the Company with proof of death acceptable to us and a payment request in good order.


		2.	The payment request should include selection of a benefit payment option.
		3.	Within seven calendar days after we receive proof of death acceptable to us and payment request in good order at the address listed in “Contract Overview - Questions: Contacting the Company,” we will mail payment, unless otherwise requested.




		Until a death benefit request is in good order and a payment option is selected, account dollars will remain invested as at the time of your death, and no distributions will be made.



Benefit Payment Options. The following payment options are available, if allowed by the Tax Code:

▷	Lump-sum payment;
▷	Payment under an available income phase payment option (see “The Income Phase - Income Phase Payment Options”); and

▷	Payment under an available systematic distribution option (subject to certain limitations). See “Systematic Distribution Options.”


Unless the beneficiary elects otherwise, lump-sum payments will generally be made into an interest bearing account that is backed by our general account. This account can be accessed by the beneficiary through a checkbook feature. The beneficiary may access death benefit proceeds at any time through the checkbook without penalty. Interest credited on this account may be less than under other settlement options available under the contract, and the Company seeks to earn a profit on these accounts.





The following option is also available under some contracts; however, the Tax Code limits how long the death benefit proceeds may be left in these options.


▷	Leaving the account value invested in the contract; and




PRO.XXXXX-10			30

Account Value Death Benefit. Under some contracts, the death benefit will be based on your account value. For
amounts held in the Guaranteed Accumulation Account, any positive aggregate market value adjustment (the sum of
all market value adjustments calculated due to a withdrawal) will be included in your account value. If a negative
market value adjustment applies, it would be deducted only if the death benefit is withdrawn more than six months
after your death. We describe the market value adjustment in Appendix I and in the Guaranteed Accumulation
Account prospectus.

The death benefit is calculated as of the next time we value your account following the date on which we receive
proof of death and payment request in good order. In addition to this amount, some states require we pay interest on
amounts invested in fixed interest options, calculated from date of death at a rate specified by state law.

Return of Purchase Payment Death Benefit. Some contracts provide a guaranteed death benefit if the contract
beneficiary (on behalf of the plan beneficiary, if applicable) elects a lump-sum distribution or an income phase
payment option within six months of your death. The charge for this guaranteed death benefit (if any) is included
within the mortality and expense risk charge applicable under your contract, and is one of the factors we evaluate
when determining the mortality and expense risk charge applicable to your group contract. See “Fees - Mortality and
Expense Risk Charge.” For those contracts, the guaranteed death benefit is the greater of:

(a)	Your account value on the day that notice of death and request for payment are received in good order at the address listed in “Contract Overview - Questions: Contacting the Company,” plus any positive aggregate market value adjustment that applies to amounts allocated to the Guaranteed Accumulation Account; or
(b)	The sum of payments (minus any applicable premium tax) made to your account, minus the dollar amount of any withdrawals made from your account and any outstanding loan amount.

In the event that the contract beneficiary does not request payment of the death benefit as a lump sum or as an
income phase option within six months of your death, the amount of the death benefit is the account value as of the
next valuation following our receipt of acceptable proof of death and the payment request in good order. See the
contract or certificate for treatment of amounts held in the Guaranteed Accumulation Account.

Adjusted Purchase Payment Guaranteed Death Benefit. Under another form of guaranteed death benefit
available under certain contracts, the death benefit payable under the contract will never be less than the amount of
adjusted purchase payments made to your account (as defined below), less a proportional adjustment for amounts
withdrawn or borrowed from your account. The charge for this guaranteed death benefit (if any) is included within
the mortality and expense risk charge applicable under your contract, and is one of the factors we evaluate when we
determine the mortality and expense risk charge applicable to your group contract. See “Fees - Mortality and
Expense Risk Charge.”

Calculating the Value of the Death Benefit. The death benefit under the Adjusted Purchase Payment
Guaranteed Death Benefit is guaranteed to be the greater of (a) or (b) as calculated as of the next valuation (the
date of the next close of the NYSE) following our receipt of proof of death and a completed election form in
good order at the address listed in the “Contract Overview - Questions: Contacting the Company” section, where:

(a) is the adjusted purchase payment total, which is the sum of all net purchase payments to your account,
minus a proportional adjustment for withdrawals and amounts taken as a loan, which amount will never be
less than zero (see “Calculating Adjusted Purchase Payments,” below); and

(b) is the current account value, excluding amounts taken as a loan, plus any positive aggregate market
value adjustment (MVA), as applicable. See Appendix I and the Guaranteed Accumulation Account
prospectus for further information regarding the MVA.

If the amount of the death benefit in (a) is greater than the amount in (b), the Company will deposit the
difference into your account. The amount, if any, will be deposited into your account pro-rata across your
current investment allocations as of the valuation date following the date we receive proof of death
acceptable to us and a completed election form in good order at the address listed in the “Contract Overview -
Questions: Contacting the Company” section.

If the beneficiary in that situation requests an immediate payment or begins income phase payments, the
amount paid will be the current account value, excluding any amounts taken as a loan, plus any aggregate
positive MVA, as of the valuation date following the date we deposit the difference into your account.

PRO.XXXXX-10 31

If the amount of the death benefit in (a) is less than the amount in (b), and the beneficiary requests an
immediate payment or begins income phase payments, the amount paid will be the current account value,
excluding any amounts taken as a loan, plus any aggregate positive MVA, as of the valuation date following
the date we receive proof of death acceptable to us and a payment request in good order at the address listed
in the “Contract Overview - Questions: Contacting the Company” section.

In the event a beneficiary elects to defer distribution of the death benefit, the amount paid to the beneficiary
when the beneficiary elects to begin distribution of the death benefit will equal the current account value,
excluding any amounts taken as a loan, plus or minus any applicable MVA, as of the next valuation following
our receipt of the distribution request in good order at the address listed in the “Contract Overview -
Questions: Contacting the Company” section. The amount paid may be more or less than the amount of the
death benefit determined above on the date notice of death and an election to defer payment was received.
No additional death benefit is payable upon the beneficiary’s death.

Calculating Adjusted Purchase Payments. The adjusted purchase payment total above is initially equal to
the first purchase payment. The adjusted purchase payment total is then adjusted for each subsequent
purchase payment, loan repayment, or partial withdrawal. The adjustment for subsequent purchase payments
and loan repayments will be dollar for dollar. The adjustment for partial withdrawals, including loans taken,
will be proportionate, reducing the adjusted purchase payment total in the same proportion that the current
account value, excluding any amounts taken as loans, was reduced on the date of the partial withdrawal. The
proportionate adjustment of the adjusted purchase payment total for each partial withdrawal is defined as the
adjusted purchase payment total at that time, multiplied by the fraction A divided by B (A/B), where:

(a) A is the current account value, excluding amounts taken as a loan, immediately after the partial
withdrawal; and

(b) B is the current account value, excluding amounts taken as a loan, before the partial withdrawal.

Tax Code Requirements. The Tax Code requires distribution of death benefit proceeds within a certain period of
time. Failure to begin receiving death benefit payments within those time periods can result in tax penalties.
Regardless of the method of payment, death benefit proceeds will generally be taxed to the beneficiary in the same
manner as if you had received those payments. See “Tax Considerations” for additional information.

THE INCOME PHASE

During the income phase, you receive payments from your accumulated account value.

Initiating Income Phase Payments. At least 30 days prior to the date you want to start receiving income phase
payments, the contract holder, or you if permitted by the plan, must notify us in writing of the following:


▷	Start date;
▷	Income phase payment option (see the income phase payment options table in this section);
▷	Income phase payment frequency (i.e., monthly, quarterly, semi-annually or annually);
▷	Choice of fixed or variable payments;
▷	Under some plans, certification from your employer and/or submission of the appropriate forms is also required.

The account will continue in the accumulation phase until the contract holder or you, as applicable, properly initiate
income phase payments. Once an income phase payment option is selected, it may not be changed; however, certain
options allow you to withdraw a lump sum.

What Affects Income Phase Payments? Some of the factors that may affect income phase payments include: your
age, your account value, the income phase payment option selected, number of guaranteed payments (if any)
selected, and whether you select variable or fixed payments.

Fixed Payments. Amounts funding fixed income phase payments will be held in the Company’s general account.
Fixed payments will remain the same over time.

Variable Payments. Amounts funding your variable income phase payments will be held in the subaccount(s)
selected. The contracts may restrict the subaccounts available, the number of investment options to be selected and
how many transfers, if any, are allowed among options during the income phase.

PRO.XXXXX-10 32

Payments from the Fixed Plus Account II. If a nonlifetime income phase payment option is selected, payments
from the Fixed Plus Account II may only be made on a fixed basis.

Assumed Net Investment Rate. If variable payments are elected, the initial income phase payment will reflect an
assumed annual net investment rate of 3.5%. Subsequent income phase payments will fluctuate based upon the
investment performance of the subaccount you selected. For more information the assumed net investment rate,
request a copy of the Statement of Additional Information by calling us. See “Contract Overview - Questions:
Contacting the Company.”

Selecting an Increasing Payment. Under certain income phase payment options, if you select fixed payments, you
may elect an increase of one, two, or three percent, compounded annually. The higher your percentage, the lower
your initial payment will be, while future payments will increase each year at a greater rate. Generally, this feature is
not available with cash refund payment options and nonlifetime options.

Charges Deducted. When you select an income payment phase option (one of the options listed in the tables
below), a mortality and expense risk charge, consisting of a daily deduction of 1.25% on an annual basis, will be
deducted from amounts held in the subaccounts. This charge compensates us for mortality and expense risks we
assume under variable income phase payout options and is applicable to all variable income phase payout options,
including variable nonlifetime options under which we do not assume mortality risk. In this situation, this charge
will be used to cover expenses. Although we expect to earn a profit from this fee, we do not always do so. For
variable options under which we do not assume a mortality risk, we may make a larger profit than under other
options. We may also deduct a daily administrative charge of 0.25% annually from amounts held in the subaccounts.

Required Minimum Payment Amounts. The initial income phase payment or the annual income phase payment
total must meet the minimums stated in the contract. If your account value is too low to meet these minimum
payment amounts, you will receive one lump-sum payment.

Death Benefit During the Income Phase. The death benefits that may be available to a beneficiary are outlined in
the following income phase payment option table. If a lump-sum payment is due as a death benefit, we will make
payment within seven calendar days after we receive proof of death acceptable to us in good order and the payment
request at the address listed in “Contract Overview - Questions: Contacting the Company.”

Unless the beneficiary elects otherwise, lump-sum payments will generally be made into an interest bearing account
that is backed by our general account. This account can be accessed by the beneficiary through a checkbook feature.
The beneficiary may access death benefit proceeds at any time through the checkbook without penalty. Interest
credited on this account may be less than under other settlement options available under the contract, and the
Company seeks to earn a profit on these accounts.

Taxation. To avoid certain tax penalties, you and any beneficiary must meet the distribution rules imposed by the
Tax Code. See “Tax Considerations.”

Income Phase Payment Options

The following tables list the income phase payment options and accompanying death benefits that may be available
under the contracts. Some contracts restrict the options and the terms available. Refer to your certificate or check
with your contract holder for details. We may offer additional income phase payment options under the contract
from time to time.

PRO.XXXXX-10 33

Terms used in the Tables:

Annuitant: The person(s) on whose life expectancy the income phase payments are calculated.

Beneficiary: The person designated to receive the death benefit payable under the contract.


Lifetime Income Phase Payment Options
Life Income	Length of Payments: For as long as the annuitant lives. It is possible that only one payment will be made should the annuitant die prior to the second payment’s due date. Death Benefit-None: All payments end upon the annuitant’s death.


Life Income- Guaranteed Payments*	Length of Payments: For as long as the annuitant lives, with payments guaranteed for your choice of 5 to 30 years, or as otherwise specified in the contract. Death Benefit-Payment to the Beneficiary: If the annuitant dies before we have made all the guaranteed payments, we will continue to pay the beneficiary the remaining payments. Unless prohibited by a prior election of the contract holder, the beneficiary may elect to receive a lump- sum payment equal to the present value of the remaining guaranteed payments.






Life Income- Two Lives	Length of Payments: For as long as either annuitant lives. It is possible that only one payment will be made should both annuitants die before the second payment’s due date. Continuing Payments: (a) When you select this option, you choose for 100%, 66⅔% or 50% of the payment to continue to the surviving annuitant after the first death; or (b) 100% of the payment to continue to the annuitant on the second annuitant’s death, and 50% of the payment to continue to the second annuitant on the annuitant’s death. Death Benefit-None: All payments end after the death of both annuitants.







Life Income- Two Lives- Guaranteed Payments*	Length of Payments: For as long as either annuitant lives, with payments guaranteed for your choice of 5 to 30 years, or as otherwise specified in the contract. Continuing Payments: 100% of the payment to continue to the surviving annuitant after the first death. Death Benefit-Payment to the Beneficiary: If both annuitants die before the guaranteed payments have all been paid, we will continue to pay the beneficiary the remaining payments. Unless prohibited by a prior election of the contract holder, the beneficiary may elect to receive a lump-sum payment equal to the present value of the remaining guaranteed payments.







Nonlifetime Income Phase Payment Options
Nonlifetime- Guaranteed Payments*	Length of Payments: Payments will continue for the number of years you choose, based on what is available under the contract. For amounts held in the Fixed Plus Account II during the accumulation phase, the payment must be on a fixed basis. In certain cases, a lump-sum payment may be requested at any time (see below). Death Benefit-Payment to the Beneficiary: If the annuitant dies before we make all the guaranteed payments, we will continue to pay the beneficiary the remaining payments. Unless prohibited by a prior election of the contract holder, the beneficiary may elect to receive a lump- sum payment equal to the present value of the remaining guaranteed payments. We will not impose any early withdrawal charge.









Lump-sum Payment: If the Nonlifetime-Guaranteed Payments option is elected with variable payments, you may request at any time that all or a portion of the present value of the remaining payments be paid in one lump sum. A lump sum elected before five years of income phase payments have been completed will be treated as a withdrawal during the accumulation phase and we will charge any applicable early withdrawal charge. If the early withdrawal charge is based on completed purchase payment periods, each year that passes after income payments begin will be treated as a completed purchase payment period, even if no additional payments are made. See “Fees - Early Withdrawal Charge.” Lump-sum payments will be sent within seven calendar days after we receive the request for payment in good order at the address listed in “Contract Overview - Questions: Contacting the Company.”








Calculation of Lump-sum Payments: If a lump-sum payment is available to a beneficiary or to you in the income phase payment options above, the rate we use to calculate the present value of the remaining guaranteed payments is the same rate we use to calculate the income phase payments (i.e., the actual fixed rate used for the fixed payments or the 3.5% assumed net investment rate for variable payments).




* Guaranteed period payments may not extend beyond the shorter of your life expectancy or until your age 95.




PRO.XXXXX-10	34

CONTRACT DISTRIBUTION

General

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

The contracts are offered to the public by individuals who are registered representatives of ING Financial Advisers,
LLC or of other broker-dealers that have entered into a selling arrangement with ING Financial Advisers, LLC. We
refer to ING Financial Advisers, LLC and the other broker-dealers selling the contracts as “distributors.” All
registered representatives selling the contracts must also be licensed as insurance agents for the Company.

The following is a list of broker-dealers that are affiliated with the Company:


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

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

Commission Payments. Persons who offer and sell the contracts may be paid a commission. The commissions paid
on transferred assets and recurring payments made during the first year of the participant account range from 0% to
7%. After the first year of the participant account, renewal commissions up to 3% may be paid on recurring
payments up to the amount of the previous year’s payments, and commissions of up to 7% may be paid on recurring
payments in excess of this amount. In addition, the Company may pay an asset-based commission ranging up to
0.50%.

We may also pay ongoing annual compensation of up to 40% of the commissions paid during the year in connection
with certain premiums received during that year, if the registered representative attains a certain threshold of sales of
Company contracts. Individual registered representatives may receive all or a portion of compensation paid to their
distributor, depending upon the firm’s practices. Commissions and annual payments, when combined, could exceed
7% of total premium payments. In certain situations, we may reduce the compensation we pay if we have agreed
with a plan sponsor to reimburse expenses related to the services of the plan’s third party administrator. To the
extent permitted by SEC and FINRA rules and other applicable laws and regulations, we may also pay or allow
other promotional incentives or payments in the form of cash payments or other compensation to distributors, which
may require the registered representative to attain a certain threshold of sales of Company products. Under one such
program, we may pay additional amounts to distributors in connection with a participant’s increased or re-started
contributions and/or the number of participant enrollments completed by a registered representative during a
specified time period. These other promotional incentives or payments may not be offered to all distributors, and
may be limited only to ING Financial Advisers, LLC and other distributors affiliated with the Company.

We may also enter into special compensation arrangements with certain selling firms based on those firms’
aggregate or anticipated sales of the contracts or other criteria. These arrangements may include commission
specials, in which additional commissions may be paid in connection with premium payments received for a limited
time period, within the maximum commission rates noted above. 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. These special compensation arrangements may also be limited only to ING Financial Advisers, LLC and
other distributors affiliated with the Company. Any such compensation payable to a selling firm will not result in
any additional direct charge to you by us.

PRO.XXXXX-10 35

Some sales personnel may receive various types of non-cash compensation as special sales incentives, including
trips, and we may also pay for some sales personnel to attend educational and/or business seminars. Any such
compensation will be paid in accordance with SEC and FINRA rules. Management personnel of the Company, and
of its affiliated broker-dealers, may receive additional compensation if the overall amount of investments in funds
advised by the Company or its affiliates meets certain target levels or increases over time. Compensation for certain
management personnel, including sales management personnel, may be enhanced if management personnel meet or
exceed goals for sales of the contracts, or if the overall amount of investments in the contracts and other products
issued or advised by the Company or its affiliates increases over time. Certain sales management personnel may also
receive compensation that is a specific percentage of the commissions paid to distributors or of purchase payments
received under the contracts, or which may be a flat dollar amount that varies based upon other factors, including
management’s ability to meet or exceed service requirements, sell new contracts or retain existing contracts, or sell
additional service features such as a common remitting program.

In addition to direct cash compensation for sales of contracts described above, ING Financial Advisers, LLC may
also pay distributors additional compensation or reimbursement of expenses for their efforts in selling contracts to
you and other customers. These amounts may include:

Marketing/distribution allowances that may be based on the percentages of purchase payments received, the
aggregate commissions paid and/or the aggregate assets held in relation to certain types of designated insurance
products issued by the Company and/or its affiliates during the year;
Loans or advances of commissions in anticipation of future receipt of purchase payments (a form of lending to
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 may be conditioned
on 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
own expense;
Sponsorship payments or reimbursements for distributors to use in sales contests and/or meetings for their
registered representatives who sell our products. We do not hold contests based solely on sales of this product;
Certain overrides and other benefits that may include cash compensation based on the amount of earned
commissions, representative recruiting or other activities that promote the sale of contracts; and
Additional cash or noncash compensation and reimbursements permissible under existing law. This may
include, but is not limited to, cash incentives, merchandise, trips, occasional entertainment, meals and tickets to
sporting events, client appreciation events, business and educational enhancement items, payment for travel
expenses (including meals and lodging) to pre-approved training and education seminars, and payment for
advertising and sales campaigns.

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

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


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

If the amounts paid to ING Financial Advisers, LLC were included, ING Financial Advisers, LLC would be first on
the list.

PRO.XXXXX-10 36

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

The names of the distributor and the registered representative responsible for your account are stated in your
enrollment materials.

Third Party Compensation Arrangements

▷	The Company may seek to promote itself and the contracts by sponsoring or contributing to events sponsored by various associations, professional organizations and labor organizations.


▷	The Company may make payments to associations and organizations, including labor organizations, which endorse or otherwise recommend the contracts to their membership. If an endorsement is a factor in your contract purchasing decision, more information on the payment arrangement, if any, is available upon your request.




▷	At the direction of the contract holder, we may make payments to the contract holder, its representatives or third party service providers intended to defray or cover the costs of plan or program-related administration.


TAX CONSIDERATIONS
I. *Introduction*		In this Section I. Introduction II. Taxation of Qualified Contracts III. Possible Changes in Taxation IV. Taxation of the Company When consulting a qualified tax adviser, be certain that he or she has expertise in the Tax Code sections applicable to your tax concerns.
The contract described in this prospectus is designed to be treated as an annuity for U.S. federal income tax purposes. This section discusses our understanding of current federal income tax laws affecting the contract. 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 federal taxation of amounts held or paid out under the contract; Tax laws change. It is possible that a change in the future could affect contracts issued in the past, including the contract described in this prospectus; This section addresses some, but not all, applicable federal income tax rules and does not discuss federal estate and gift tax implications, state and local taxes or any other tax provisions; and No assurance can be given that the 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. For advice about the effect of federal income tax laws affecting the contract, state tax laws or any other tax laws affecting the contract or any transactions involving the contract, consult a qualified tax adviser. No attempt is made to provide more than general information about the use of the contract with tax-qualified retirement arrangements.






Qualified Contracts
The contract described in this prospectus is available for purchase on a tax-qualified basis (“qualified contracts”).

Qualified contracts are designed for use by individuals and/or employers whose premium payments are comprised solely of proceeds from and/or contributions under retirement plans or programs that are intended to qualify as plans or programs entitled to special favorable income tax treatment under Tax Code sections 401(a), 401(k), 457(b), or 403(b) of the Tax Code.





PRO.XXXXX-10 37

II. 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 primarily designed for use with Tax
Code section 401(a), 401(k), 403(b), and 457(b) plans, including Roth 401(k) and Roth 403(b) plans. The tax rules
applicable to participants in these qualified plans vary according to the type of plan and the terms and conditions of
the plan itself. The ultimate effect of federal income taxes on the amounts held under a qualified contract, or on
income phase payments from a qualified contract, depends on the type of qualified contract or program and your tax
position. Special favorable tax treatment may be available for certain types of contributions and distributions. In
addition, certain requirements must be satisfied in purchasing a qualified contract with proceeds from a tax-qualified
plan or program in order to continue receiving favorable tax treatment.

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

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

Tax Deferral
Under federal tax laws, earnings on amounts held in annuity contracts are generally not taxed until they are
withdrawn. However, in the case of a qualified plan (as defined in this prospectus), an annuity contract is not
necessary to obtain this favorable tax treatment and does not provide any tax benefits beyond the deferral already
available to the qualified plan itself. Annuities do provide other features and benefits (such as the guaranteed death
benefit or the option of lifetime income phase options at established rates) that may be valuable to you. You should
discuss your alternatives with a qualified financial representative taking into account the additional fees and
expenses you may incur in an annuity.

Section 403(b) and Roth 403(b) Tax-Deferred Annuities. This contract is available as a Tax Code section 403(b)
tax-deferred annuity. Section 403(b) of the Tax Code allows employees of certain Tax Code section 501(c)(3)
organizations and public schools to exclude from their gross income the premium payments made, within certain
limits, to a contract that will provide an annuity for the employee’s retirement.

The contract may also be available as a Roth 403(b), as described in Tax Code section 402A, and we may set up
accounts for you under the contract for Roth 403(b) contributions. Tax Code section 402A allows employees of
public schools and certain Tax Code section 501(c)(3) organizations to contribute after-tax salary contributions to a
Roth 403(b), which provides for tax-free distributions, subject to certain restrictions.

In July 2007, the Treasury Department issued final regulations that were generally effective January 1, 2009. The
final regulations include: (i) a written plan requirement; (ii) the ability to terminate a 403(b) plan, which would
entitle a participant to a distribution; (iii) the replacement of IRS Revenue Ruling 90-24 with new exchange rules
effective September 25, 2007 and requiring information sharing between the 403(b) plan sponsor and/or its delegate
and the product provider as well as new plan-to-plan transfer rules (under these new exchange and transfer rules, the
403(b) plan sponsor can elect not to permit exchanges or transfers); and (iv) new distribution rules for 403(b)(1)
annuities that impose withdrawal restrictions on non-salary reduction contribution amounts in addition to salary
reduction contribution amounts, as well as other changes.

PRO.XXXXX-10 38

In addition to being offered as an investment option under the contract, shares of certain funds are also offered for
sale directly to the general public. A list of these funds is provided in the “Investment Options” section of this
prospectus under the heading “Additional Risks of Investing in the Funds - Public Funds.” In order to qualify for
favorable tax treatment under Tax Code section 403(b), a contract must be considered an “annuity.” In Revenue
Procedure 99-44, the IRS concluded that it will treat a contract as an annuity for federal income tax purposes under
Tax Code section 403(b), notwithstanding that contract premiums are invested at the contract owner’s direction in
publicly available securities. This treatment will be available provided no additional tax liability would have been
incurred if the contribution was paid into a trust or a custodial account in an arrangement that satisfied the
requirements of Tax Code section 401(a) or 403(b)(7)(A). We believe that the contract satisfies the requirements set
forth in Revenue Procedure 99-44 and will therefore be treated as an annuity for tax purposes, notwithstanding the
fact that investments may be made in publicly available securities. However, the exact nature of the requirements of
Revenue Procedure 99-44 is unclear, and you should consider consulting with a qualified tax adviser before electing
to invest in a fund that is offered for sale to the general public.

Revenue Procedure 99-44 does not specifically address the use of publicly available securities in annuity contracts
designed for use as a Roth 403(b). However, we believe that under this analysis such investment should not impact
the treatment of such contracts as annuity contracts for purposes of Tax Code section 403(b). You should consider
consulting with a qualified tax adviser before electing to invest in a fund that is offered for sale to the general public
through one of these contracts.

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

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

Section 457(b). Section 457 of the Tax Code permits certain employers to offer deferred compensation plans for
their employees. These plans may be offered by state governments, local governments, political subdivisions,
agencies, instrumentalities and certain affiliates of such entities (governmental employers), as well as non-
governmental, tax-exempt organizations (non-governmental employers). A 457 plan may be either a 457(b)
(eligible) plan or a 457(f) (ineligible) plan. Participation in a 457(b) plan maintained by a non-governmental
employer is generally limited to highly-compensated employees and select management (other than 457(b) plans
maintained by nonqualified, church-controlled organizations). Generally, participants may specify the form of
investment for their deferred compensation account.

Under 457(b) plans of non-governmental employers, all amounts of deferred compensation, all property and rights
purchased with such amounts and all income attributable to such amounts, property and rights remain solely the
property and rights of the employer and are subject to the claims of the employer’s general creditors. 457(b) plans of
governmental employers, on the other hand, are required to hold all assets and income of the plan in trust for the
exclusive benefit of plan participants and their beneficiaries. For purposes of meeting this requirement, an annuity
contract is treated as a trust.

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

401(a), 401(k), Roth 401(k), 403(b), and Roth 403(b) Plans. The total annual contributions (including pre-tax
and Roth 401(k) or Roth 403(b) after-tax contributions) by you and your employer cannot exceed, generally, the
lesser of 100% of your compensation or $49,000 (as indexed for 2010). Compensation means your compensation for
the year from the employer sponsoring the plan and, for years beginning after December 31, 1997, includes any
elective deferrals under Tax Code section 402(g) and any amounts not includible in gross income under Tax Code
sections 125 or 457.

PRO.XXXXX-10 39

This limit applies to your contributions as well as to any contributions made by your employer on your behalf. An
additional requirement limits your salary reduction contributions to a 401(k), Roth 401(k), 403(b), or Roth 403(b)
plan to generally no more than $16,500. Contribution limits are subject to annual adjustments for cost-of-living
increases. Your own limit may be higher or lower, depending upon certain conditions.

With the exception of the Roth 401(k) and Roth 403(b) contributions, purchase payments to your account(s) will
generally be excluded from your gross income only if the plan meets certain nondiscrimination requirements, as
applicable. Roth 401(k) and Roth 403(b) salary reduction contributions are made on an after-tax basis.

457(b) Plans. In order to be excludible from gross income for federal income tax purposes, total annual
contributions made by you and your employer to a 457(b) plan cannot exceed, generally, the lesser of $16,500 or
100% of your includible compensation. Generally, includible compensation means your compensation for the year
from the employer sponsoring the plan, including deferrals to the employer’s Tax Code section 457, 401(k), Roth
401(k), 403(b), Roth 403(b), and 125 cafeteria plans.

The $16,500 limit is subject to an annual adjustment for cost-of-living increases.

Catch-up Contributions. Notwithstanding the contribution limits noted above, if permitted by the plan, a
participant in a 401(k), Roth 401(k), 403(b), Roth 403(b), or a 457(b) plan of a governmental employer who is at
least age 50 by the end of the plan year may contribute an additional amount not to exceed the lesser of:

(a)	$5,500; or
(b)	The participant’s compensation for the year reduced by any other elective deferrals of the participant for the year.

Additional catch-up provisions may be available. For advice on using a catch-up provision, please consult with a
qualified tax adviser.

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

401(a), 401(k), 403(b) and Governmental 457(b) Plans. Distributions from these plans are taxed as received
unless one of the following is true:


▷	The distribution is an eligible rollover distribution and is rolled over to another plan eligible to receive rollovers or to a traditional or Roth IRA in accordance with the Tax Code;

▷	You made after-tax contributions to the plan. In this case, depending upon the type of distribution, the amount will be taxed according to the rules detailed in the Tax Code; or

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


A payment is an eligible rollover distribution unless it is:

▷	Part of a series of substantially equal periodic payments (at least one per year) made over the life expectancy of the participant or the joint life expectancy of the participant and his designated beneficiary or for a specified period of ten years or more;


▷	A required minimum distribution under Tax Code section 401(a)(9);
▷	A hardship withdrawal;
▷	Otherwise excludable from income; or
▷	Not recognized under applicable regulations as eligible for rollover.

PRO.XXXXX-10 40

The Tax Code imposes a 10% penalty tax on the taxable portion of any distribution from a contract used with a
401(a), 401(k), or 403(b) plan (or amounts from a governmental 457(b) plan that are attributable to rollovers from
such plans) unless certain exceptions, including one or more of the following, have occurred:

▷	You have attained age 59½;
▷	You have become disabled, as defined in the Tax Code;
▷	You have died and the distribution is to your beneficiary;
▷	You have separated from service with the sponsor at or after age 55;
▷	The distribution amount is rolled over into another eligible retirement plan or to a traditional or Roth IRA in accordance with the terms of the Tax Code;

▷	You have separated from service with the plan sponsor and the distribution amount is made in substantially equal periodic payments (at least annually) over your life or the life expectancy or the joint lives or joint life expectancies of you and your designated beneficiary;


▷	The distribution is made due to an IRS levy upon your plan;
▷	The withdrawal amount is paid to an alternate payee under a Qualified Domestic Relations Order (“QDRO”); or
▷	The distribution is a qualified reservist distribution as defined under the Pension Protection Act of 2006 (401(k) and 403(b) plans only).

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

401(a) Pension Plans. Subject to the terms of your 401(a) pension plan, distributions may only occur upon your
retirement, death, disability, severance from employment, attainment of normal retirement age, attainment of age 62
under a phased retirement provision if available under your plan as described in the Pension Protection Act of 2006,
or termination of the plan, in some instances. Such distributions remain subject to other applicable restrictions under
the Tax Code.

401(k) Plans. Subject to the terms of your 401(k) plan, distributions from your 401(k) employee account, and
possibly all or a portion of your 401(k) employer account, may only occur upon your retirement, death, attainment
of age 59½, disability, severance from employment, financial hardship or, in some instances, termination of the
plan. Such distributions remain subject to other applicable restrictions under the Tax Code.

403(b) Plans. Distribution of certain salary reduction contributions and earnings on such contributions
restricted under Tax Code section 403(b)(11) may only occur upon your death, attainment of age 59½, severance
from employment, disability or financial hardship, or under other exceptions as provided for by the Tax Code or
regulations. See “Withdrawals - Withdrawal Restrictions.” Such distributions remain subject to other applicable
restrictions under the Tax Code.

Effective January 1, 2009 and for any contracts or participant accounts established on or after that date, the 403(b)
regulations prohibit the distribution of amounts attributable to employer contributions before the earlier of your
severance from employment or prior to the occurrence of some event as provided under your employer’s plan, such
as after a fixed number of years, the attainment of a stated age, or a disability.

If the Company agrees to accept amounts exchanged from a Tax Code section 403(b)(7) custodial account, such
amounts will be subject to the withdrawal restrictions set forth in Tax Code section 403(b)(7)(A)(ii).

Roth 401(k) and Roth 403(b) Plans. You may take partial or full withdrawals of purchase payments made by
salary reduction and earnings credited on those purchase payments from a Roth 401(k) or Roth 403(b) account only
if you have:

a)	Attained age 59½;
b)	Experienced a severance from employment;
c)	Become disabled as defined in the Tax Code;
d)	Died;
e)	Experienced financial hardship as defined by the Tax Code; or
f)	Met other circumstances as allowed by federal law, regulations or rulings.

The amount available for financial hardship is limited to the lesser of the amount necessary to satisfy the financial
hardship or the amount attributable to salary reduction contributions (excluding earnings on such contributions).

PRO.XXXXX-10 41

A partial or full withdrawal of purchase payments made by salary reduction to a Roth 401(k) or Roth 403(b) 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 401(k) or Roth 403(b) account is one that meets the following requirements.

1.	The withdrawal occurs after the five-year taxable period measured from the earlier of:
	a)	The first taxable year you made a designated Roth 401(k) or Roth 403(b) contribution to any designated Roth 401(k) or Roth 403(b) account established for you under the same applicable retirement plan as defined in Tax Code section 402A; or
	b)	If a rollover contribution was made from a designated Roth 401(k) or Roth 403(b) account previously established for you under another applicable retirement plan, the first taxable year for which you made a designated Roth 401(k) or Roth 403(b) contribution to such previously established account; and
2.	The withdrawal occurs after you attain age 59½, die with payment being made to your beneficiary, or become disabled as defined in the Tax Code.

457(b) Plans. All distributions from a 457(b) plan are taxed when paid or made available to you. Under a
457(b) plan, amounts may not be made available to you earlier than: (i) the calendar year you attain age 70½; (ii)
when you experience a severance from employment with your employer; or (iii) when you experience an
unforeseeable emergency. A one-time in-service distribution may also be permitted if the total amount payable to
the participant does not exceed $5,000 and no amounts have been deferred by the participant during the two-year
period ending on the date of distribution.

Lifetime Required Minimum Distributions (Section 401(a), 401(k), Roth 401(k), 403(b), Roth 403(b), and
457(b) Plans)

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

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

Start Date. Generally, you must begin receiving distributions by April 1 of the calendar year following the
calendar year in which you attain age 70½ or retire, whichever occurs later, unless:

▷	Under 401(a), 401(k), and governmental 457(b) plans, you are a 5% owner, in which case such distributions must begin by April 1 of the calendar year following the calendar year in which you attain age 70½; or

▷	Under 403(b) plans, the Company maintains separate records of amounts held as of December 31, 1986. In this case distribution of these amounts generally must begin by the end of the calendar year in which you attain age 75 or retire, if later. However, if you take any distributions in excess of the minimum required amount, then special rules require that the excess be distributed from the December 31, 1986 balance.

Time Period. We must pay out distributions from the contract over a period not extending beyond one of the
following time periods:

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

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

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

Further information regarding required minimum distributions may be found in your contract or certificate.

PRO.XXXXX-10 42

Required Distributions Upon Death (Section 401(a), 401(k), Roth 401(k), 403(b), Roth 403(b), and 457(b)
Plans)

Different distribution requirements apply after your death, depending upon if you have begun receiving required
minimum distributions. Further information regarding required distributions upon death may be found in your
contract or certificate.

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

If your death occurs before the date you begin receiving minimum distributions under the contract, your entire
balance must be distributed by December 31 of the calendar year containing the fifth anniversary of the date of your
death. For example, if you died on September 1, 2010, your entire balance must be distributed to the designated
beneficiary by December 31, 2015. However, if distributions begin by December 31 of the calendar year following
the calendar year of your death, then payments may be made within one of the following timeframes:


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

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 the contract holder’s death.

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

401(a), 401(k), Roth 401(k), 403(b), Roth 403(b), and 457(b) Plans of Governmental Employers. Generally,
distributions from these plans are subject to a mandatory 20% federal income tax withholding. However, mandatory
withholding will not be required if you elect a direct rollover of the distributions to an eligible retirement plan or in
the case of certain distributions described in the Tax Code.

457(b) Plans of Non-Governmental Employers. All distributions from these plans, except death benefit
proceeds, are subject to mandatory federal income tax withholding as wages. No withholding is required on payments
to designated beneficiaries.

Non-resident Aliens. If you or your designated beneficiary is a non-resident alien, any withholding is governed
by Tax Code section 1441 based on the individual’s citizenship, the country of domicile and treaty status. Section
1441 does not apply to participants in 457(b) plans of non-governmental employers and 457(f) plans, and we may
require additional documentation prior to processing any requested distribution.

Assignment and Other Transfers

401(a), 401(k), Roth 401(k), 403(b), Roth 403(b), and 457(b) Plans. Adverse tax consequences to the plan
and/or to you may result if your beneficial interest in the contract is assigned or transferred to persons other than:

▷	A plan participant as a means to provide benefit payments;
▷	An alternate payee under a QDRO in accordance with Tax Code section 414(p); or
▷	The Company as collateral for a loan.

PRO.XXXXX-10 43

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 Tax Code sections 72(s) and 401(a)(9) are currently NOT available to a same-sex
spouse. Same-sex spouses who own or are considering the purchase of annuity products that provide benefits based
upon status as a spouse should consult a tax adviser. In some states, to the extent that an annuity contract or
certificate accords to spouses other rights or benefits that are not affected by DOMA, same-sex spouses remain
entitled to such rights or benefits to the same extent as any contract holder’s spouse.

III. Possible Changes in Taxation

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

IV. Taxation of the Company

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

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

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

OTHER TOPICS

Performance Reporting

We may advertise different types of historical performance for the subaccounts including:


▷	Standardized average annual total returns; and
▷	Non-standardized average annual total returns.

We may also advertise certain ratings, rankings or other information related to the Company, the subaccounts or the
funds.

Standardized Average Annual Total Returns. We calculate standardized average annual total returns according to
a formula prescribed by the SEC. This shows the percentage return applicable to $1,000 invested in the subaccount
over the most recent month-end, one, five and ten-year periods. If the investment option was not available for the full
period, we give a history from the date money was first received in that option under the separate account or from the
date the fund was first available under the separate account. As an alternative to providing the most recent month-end
performance, we may provide a phone number, website or both where these returns may be obtained.

We include all recurring charges during each period (e.g., mortality and expense risk charges, annual maintenance
fees, administrative expense charges (if any), and any applicable early withdrawal charges).

PRO.XXXXX-10 44

Non-Standardized Average Annual Total Returns. We calculate non-standardized average annual total returns in a
similar manner as that stated above, except we may include returns that do not reflect the deduction of any applicable
early withdrawal charge. Some non-standardized returns may also exclude the effect of a maintenance fee. If we
reflected these charges in the calculation, they would decrease the level of performance reflected by the calculation.
Non-standardized returns may also include performance from the fund’s inception date, if that date is earlier than the
one we use for standardized returns.

Voting Rights

Each of the subaccounts holds shares in a fund and each is entitled to vote at regular and special meetings of that
fund. Under our current view of applicable law, we will vote the shares for each subaccount as instructed by persons
having a voting interest in the subaccount. Generally, under contracts issued in connection with section 403(b) and
401 plans, you have a fully vested interest in the value of your employee account, and in your employer account to
the extent of your vested percentage in the plan. Therefore, under such plans you generally have the right to instruct
the contract holder how to direct us to vote shares attributable to your account. Under contracts issued in connection
with section 457 plans, the contract holder retains all voting rights. We will vote shares for which instructions have
not been received in the same proportion as those for which we received instructions. Each person who has a voting
interest in the separate account will receive periodic reports relating to the funds in which he or she has an interest, as
well as any proxy materials and a form on which to give voting instructions. Voting instructions will be solicited by a
written communication at least 14 days before the meeting.

The number of votes, whole and fractional, any person is entitled to direct will be determined as of the record date set
by any fund in which that person invests through the subaccounts.

▷	During the accumulation phase, the number of votes is equal to the portion of your account value invested in the fund, divided by the net asset value of one share of that fund.

▷	During the income phase, the number of votes is equal to the portion of reserves set aside for the contract’s share of the fund, divided by the net asset value of one share of that fund.

Contract Modification

We may change the contract as required by federal or state law. In addition, we may, upon 30 days’ written notice to
the contract holder, make other changes to group contracts, including changes to the tables for determining the
amount of income phase payments or the income phase options available, that would apply only to individuals who
become participants under that contract after the effective date of such changes. If the group contract holder does not
agree to a change, we reserve the right to refuse to establish new accounts under the contract, and under some
contracts, to discontinue accepting payments to existing accounts. Certain changes will require the approval of
appropriate state or federal regulatory authorities.

We reserve the right to amend the contract to include any future changes required to maintain the contract (and the
Roth 403(b) or Roth 401(k) accounts) as a designated Roth 403(b) or Roth 401(k) annuity contract (or account) under
the Tax Code, regulations, IRS rulings and requirements.

Legal Matters and Proceedings

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

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

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

PRO.XXXXX-10 45

Payment Delay or Suspension

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

(a)	On any valuation date when the NYSE is closed (except customary weekend and holiday closings), or when trading on the NYSE is restricted;
(b)	When an emergency exists as determined by the SEC so that disposal of securities held in the subaccounts is not reasonably practicable or it is not reasonably practicable to fairly determine the value of the subaccount’s assets; or
(c)	During any other periods the SEC may by order permit for the protection of investors.

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

Transfer of Ownership; Assignment

An assignment of a contract will only be binding on us if it is made in writing and sent to us at the address listed in
“Contract Overview - Questions: Contacting the Company.” We will use reasonable procedures to confirm that the
assignment is authentic, including verification of signature. If we fail to follow our own procedures, we will be liable
for any losses to you directly resulting from the failure. Otherwise, we are not responsible for the validity of any
assignment. The rights of the contract holder and the interest of the annuitant and any beneficiary will be subject to
the rights of any assignee we have on our records.

Account Termination

Where allowed by state law, we reserve the right to terminate an individual account if contributions have not been
made to the account for a period of two full years and the guaranteed monthly benefit under the income phase options
would be less than $20 per month,. We will notify you or the contract holder 90 days prior to terminating the
account. If we exercise this right we will not deduct an early withdrawal charge.

Intent to Confirm Quarterly

Under certain contracts, we will provide confirmation of scheduled transactions quarterly rather than immediately to
the participant.

CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

The SAI contains more specific information on the Separate Account and the contract, as well as the financial
statements of the Separate Account and the Company. A list of the contents of the SAI is set forth below:

	Page
General Information and History	2
Variable Annuity Account C	2
Offering and Purchase of Contracts	2
Income Phase Payments	3
Sales Material and Advertising	4
Experts	5
Financial Statements of the Separate Account	S-1
Consolidated Financial Statements of ING Life Insurance and Annuity Company	C-1

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

PRO.XXXXX-10 46

APPENDIX I

GUARANTEED ACCUMULATION ACCOUNT

The Guaranteed Accumulation Account is a fixed interest option that may be available during the accumulation
phase under the contracts. This Appendix is only a summary of certain facts about the Guaranteed Accumulation
Account. Please read the Guaranteed Accumulation Account prospectus before investing in this option. You may
obtain a copy of the Guaranteed Accumulation Account prospectus by contacting us at the address or telephone
number listed in “Contract Overview: Questions - Contacting the Company.”

General Disclosure. Amounts that you invest in the Guaranteed Accumulation Account will earn a guaranteed
interest rate if amounts are left in the Guaranteed Accumulation Account for the specified period of time. If you
withdraw or transfer those amounts before the specified period of time has elapsed, we may apply a “market value
adjustment,” which may be positive or negative.

When you decide to invest money in the Guaranteed Accumulation Account, you will want to contact your local
representative or the Company to learn:

▷	The interest rate we will apply to the amounts that you invest in the Guaranteed Accumulation Account. We change this rate periodically, so be certain you know what rate we guarantee on the day your account dollars are invested into the Guaranteed Accumulation Account.


▷	The period of time your account dollars need to remain in the Guaranteed Accumulation Account in order to earn that rate. You are required to leave your account dollars in the Guaranteed Accumulation Account for a specified period of time (guaranteed term), in order to earn the guaranteed interest rate.

Deposit Periods. A deposit period is the time during which we offer a specific interest rate if you deposit dollars for
a certain guaranteed term. For a particular interest rate and guaranteed term to apply to your account dollars, you
must invest them during the deposit period during which that rate and term are offered.

Interest Rates. We guarantee different interest rates, depending upon when account dollars are invested in the
Guaranteed Accumulation Account. The interest rate we guarantee is an annual effective yield; that means that the
rate reflects a full year’s interest. We credit interest daily at a rate that will provide the guaranteed annual effective
yield over one year.

Our guaranteed interest rates are influenced by, but do not necessarily correspond to, interest rates available on fixed
income investments we may buy using deposits directed to Guaranteed Accumulation Account. We consider other
factors when determining guaranteed interest rates including regulatory and tax requirements, sales commissions
and administrative expenses borne by the Company, general economic trends, competitive factors, and whether an
interest rate lock is being offered for that guaranteed term under certain contracts. We make the final
determination regarding guaranteed interest rates. We cannot predict the level of future guaranteed interest
rates.

Interest Rate Lock. Certain contracts may provide a 45 day interest rate lock in connection with external transfers
into the Guaranteed Accumulation Account, which you must elect at the time you initiate the external transfer.
Under this rate lock provision, we will deposit external transfers to the deposit period offering the greater of (a) and
(b) where:

a)	is the guaranteed interest rate for the deposit period in effect at the time we receive the rate lock election; and
b)	is the guaranteed interest rate for the deposit period in effect at the time we receive an external transfer from your prior provider.

This rate lock will be available to all external transfers received for 45 days from the date we receive a rate lock
election. In the event we receive an external transfer after this 45 day time period, it will be deposited to the deposit
period in effect at the time we receive the external transfer, and will earn the guaranteed interest rate for that
guaranteed term. Only one rate lock may be in effect at one time per contract -- once a rate lock has been elected,
that rate lock will apply to all external transfers received during that 45 day period, and you may not elect to begin a
new rate lock period during that 45 day period.

PRO.XXXXX-10 47

Amounts subject to the rate lock will not be deposited until the external transfer has been received, and will not be
credited interest until deposited. This could result in the deposit being credited interest for a shorter term than if a
rate lock had not been elected. The cost of providing a rate lock may be a factor we consider when determining the
guaranteed interest rate for a deposit period, which impacts the guaranteed interest rate for all investors in that
guaranteed term.

Fees and Other Deductions

If all or a portion of your account value in the Guaranteed Accumulation Account is withdrawn, you may incur the
following:

▷	Market Value Adjustment (MVA) as described in this appendix and in the Guaranteed Accumulation Account prospectus;
▷
▷	Tax Penalties and/or Tax withholding - See “Tax Considerations”;
▷	Early Withdrawal Charge - See “Fees”; and/or
▷	Maintenance Fee - See “Fees”.

We do not make deductions from amounts in the Guaranteed Accumulation Account to cover mortality and expense
risks. Rather, we consider these risks when determining the credited rate.

Market Value Adjustment (MVA). If you withdraw or transfer your account value from the Guaranteed
Accumulation Account before the guaranteed term is completed, an MVA may apply. The MVA reflects the change
in the value of the investment due to changes in interest rates since the date of deposit. The MVA may be positive or
negative. Certain waivers of the MVA may also apply. See your Guaranteed Accumulation Account prospectus for
further details.

▷	If interest rates at the time of withdrawal have increased since the date of deposit, the value of the investment decreases and the MVA will be negative. This could result in your receiving less than the amount you paid into the Guaranteed Accumulation Account.


▷	If interest rates at the time of withdrawal have decreased since the date of deposit, the value of the investment increases and the MVA will be positive.

Under contracts issued in New York, if you have elected ECO as described in “Systematic Distribution Options,” no
MVA applies to amounts withdrawn from the Guaranteed Accumulation Account.

Guaranteed Terms. The guaranteed term is the period of time account dollars must be left in the Guaranteed
Accumulation Account in order to earn the interest rate specified for that guaranteed term. We offer different
guaranteed terms at different times. Check with your local representative or the Company to learn the details about
the guaranteed term(s) currently being offered.

In general we offer the following guaranteed terms:

▷	Short-term - three years or less; and
▷	Long-term - ten years or less, but greater than three years.

At the end of a guaranteed term, the contract holder or you if permitted may:

▷	Transfer dollars to a new guaranteed term;
▷	Transfer dollars to other available investment options; or
▷	Withdraw dollars.

Deductions may apply to withdrawals. See “Fees and Other Deductions” in this section.

PRO.XXXXX-10 48

Transfer of Account Dollars. Generally, account dollars invested in the Guaranteed Accumulation Account may be
transferred among guaranteed terms offered through the Guaranteed Accumulation Account, and/or to other
investment options offered through the contract. However, transfers may not be made during the deposit period in
which your account dollars are invested in the Guaranteed Accumulation Account or for 90 days after the close of
that deposit period. We will apply an MVA to transfers made before the end of a guaranteed term.

Income Phase. The Guaranteed Accumulation Account cannot be used as an investment option during the income
phase. The contract holder or you, if permitted, may notify us at least 30 days in advance to elect a variable payment
option and to transfer your Guaranteed Accumulation Account dollars to any of the subaccounts available during the
income phase.

Loans. You cannot take a loan from your account value in the Guaranteed Accumulation Account. However, we
include your account value in the Guaranteed Accumulation Account when determining the amount of your account
value we may distribute as a loan.

Reinstating Amounts Withdrawn from the Guaranteed Accumulation Account. If amounts are withdrawn from
the Guaranteed Accumulation Account and then reinstated in the Guaranteed Accumulation Account, we will apply
the reinstated amount to the current deposit period. The guaranteed annual interest rate, and guaranteed terms
available on the date of reinstatement will apply. Amounts will be reinstated proportionately in the same way as they
were allocated before withdrawal.

Your account value will not be credited for any negative MVA that was deducted at the time of withdrawal.

PRO.XXXXX-10 49

APPENDIX II

FIXED PLUS ACCOUNT II

The Fixed Plus Account II is an investment option available during the accumulation phase under some contracts.
Amounts allocated to the Fixed Plus Account II are held in the Company’s general account which supports
insurance and annuity obligations.

Additional information about this option may be found in the contract.

General Disclosure. Interests in the Fixed Plus Account II have not been registered with the SEC in reliance upon
exemptions under the Securities Act of 1933, as amended. Disclosure in this prospectus regarding the Fixed Plus
Account II may be subject to certain generally applicable provisions of the federal securities laws relating to the
accuracy and completeness of the statements. Disclosure in this Appendix regarding the Fixed Plus Account II has
not been reviewed by the SEC.

Certain Restrictions. This option may not be available in all states or in certain contracts in some states. We
reserve the right to limit investments in or transfers to the Fixed Plus Account II. You may not elect certain
withdrawal options, including the systematic distribution option, if you have requested a Fixed Plus Account II
transfer or withdrawal in the prior 12-month period. Under certain emergency conditions, we may defer payment of
a withdrawal from the Fixed Plus Account II for a period of up to six months, after making a written request and
receiving approval from the applicable insurance commissioner.

Interest Rates. The Fixed Plus Account II guarantees that amounts allocated to this option will earn the minimum
interest rate specified in the contract. We may credit a higher interest rate from time to time, but the rate we credit
will never fall below the guaranteed minimum specified in the contract. Among other factors, the safety of the
interest rate guarantees depends upon the claims-paying ability of the Company. Amounts applied to the Fixed Plus
Account II will earn the interest rate in effect at the time money is applied. Amounts in the Fixed Plus Account II
will reflect a compound interest rate as credited by us. The rate we quote is an annual effective yield.

Our determination of credited interest rates reflects a number of factors, including mortality and expense risks,
interest rate guarantees, the investment income earned on invested assets and the amortization of any capital gains
and/or losses realized on the sale of invested assets, and whether a transfer credit has been selected. Under this
option, we assume the risk of investment gain or loss by guaranteeing the amounts you allocate to this option and
promising a minimum interest rate and income phase payment.

Requests for Partial Withdrawals. The contract holder or you, if permitted by the plan, may take up to 20% of the
Fixed Plus Account II value as a partial withdrawal in each twelve (12) month period. We determine the amount
eligible for partial withdrawal as of the date we receive a request for partial withdrawal in good order at the address
listed in “Contract Overview - Questions: Contacting the Company”. The amount allowed for partial withdrawal is
reduced by any Fixed Plus Account II withdrawals, transfers, loans or amounts applied to income phase payment
options made in the prior 12 months. In calculating the 20% limit, we reserve the right to include payments made
due to the election of a systematic distribution option.

Waiver of Partial Withdrawal Limits. We waive the 20% limit if the partial withdrawal is due to the election of an
income phase payment option on a life-contingent basis or payments for a stated period on a fixed-only basis. We
also waive the 20% limit for withdrawals due to your death. The waiver upon death may only be exercised once and
must occur within six months after your date of death.

The 20% limit is also waived if the withdrawal is due to financial hardship or hardship resulting from an
unforeseeable emergency, as defined by the Tax Code and regulations thereunder (under some contracts it must be
for an unforeseeable emergency), and the following requirements are satisfied:

▷	The hardship or unforeseeable emergency is certified by your employer, if applicable;
▷	The amount is paid directly to you; and
▷	The amount paid for all withdrawals due to hardship or unforeseeable emergency during the previous 12-month period does not exceed 20% of the average value of all individual accounts under the relevant contracts during that same period.

PRO.XXXXX-10 50

The 20% limit is also waived if the partial withdrawal is due to separation from service and the following conditions
are met:

▷	The separation from service is documented in a form acceptable to us.
▷	The amount withdrawn is paid directly to you or as a direct rollover to a Tax Code section 403(b), 401 or governmental 457(b) plan or an Individual Retirement Account or Individual Retirement Annuity designated by you; and


▷	The amount paid for all partial and full withdrawals due to separation from service during the previous 12- month period does not exceed 20% of the average value of all individual accounts under the relevant contracts during that same period.

In addition, under some contracts for 401(a) and 457(b) plans, the percentage limit is waived:

1)	For any in-service distribution permitted by the plan when:
	a)	The distribution is certified by the employer;
	b)	The amount is paid directly to the participant; and
	c)	The amount paid for all withdrawals during the previous 12 months does not exceed 20% of the average value of all individual accounts under the contract during that period.
2)	For the purposes of taking a loan from the plan, subject to conditions agreed to by the contract holder and the Company in writing.
2)

Additionally, under certain contracts, the percentage limit is waived:

▷ To purchase permissive past service credit under a governmental defined benefit plan.

▷ Due to disability as defined in the Tax Code, and when:

(1) If applicable, certified by an employer;

(2) The amount is paid directly to the participant; and

(3) The amount paid for all withdrawals due to disability during the previous 12 months does not exceed 20%
of the average value of all individual accounts under the contract during that period.

We may allow other waivers of the percentage limit on partial withdrawals to participants in certain
plans. You can determine what additional waivers, if any, apply to you by referring to the contract or certificate.

Requests for Full Withdrawals. If the contract holder or you, as applicable, if allowed by the plan and permitted
under the contract, request a full withdrawal of your account value or the value of all individual accounts, we will
pay any amounts held in the Fixed Plus Account II with interest, in five annual payments equal to:

▷	One-fifth of the individual Fixed Plus Account II value, or the value of the sum of all individual accounts, as applicable, in the Fixed Plus Account II on the day the request is received, reduced by any Fixed Plus Account II withdrawals, transfers, amounts used to purchase income phase payments, or loans initiated by either by the contract holder or you during the prior 12 months;



▷	One-fourth of the remaining Fixed Plus Account II value 12 months later; reduced by any Fixed Plus Account II withdrawals, transfers, amounts used to purchase annuity payments, or loans initiated by either by the contract holder or you during the prior 12 months;


▷	One-third of the remaining Fixed Plus Account II value 12 months later; reduced by any Fixed Plus Account II withdrawals, transfers, amounts used to purchase annuity payments, or loans initiated by either by the Contract Holder or you, during the prior 12 months;


▷	One-half of the remaining Fixed Plus Account II value 12 months later; and reduced by any Fixed Plus Account II withdrawals, transfers, amounts used to purchase annuity payments, or loans initiated by either by the contract holder or you during the prior 12 months;


▷	The balance of the Fixed Plus Account II value 12 months later.

The contract holder may withdraw the sum of the value of all individual accounts under the contract provided that
the contract holder controls the contract.

No early withdrawal charge applies to amounts withdrawn from the Fixed Plus Account II.

The contract holder or you, as applicable, may cancel a full withdrawal request from the Fixed Plus Account II at
any time.

PRO.XXXXX-10 51


Waiver of Full Withdrawal Provisions. We will waive the Fixed Plus Account II five-installment payout for full withdrawals made due to one or more of the following:

▷	When the amount in the Fixed Plus Account II is $5,000 or less (or, if applicable, as otherwise allowed by the plan for a lump-sum cash-out without participant consent) and during the previous 12 months no amounts have been withdrawn, transferred, taken as a loan (if allowed under the Contract), or used to purchase income phase payments;
▷	Due to a participant's death before income phase payments begin and paid within six months of the participant's death;



▷	Made because the Company terminated the account under the circumstances described in “Other Topics - Account Termination”;

▷	To purchase income phase payments on a life-contingent basis or payments for a stated period on a fixed-only basis;

▷	Due to a participant’s separation from service (provided, however, that such waiver shall not apply due to a participant’s severance from employment that would not otherwise qualify as a separation from service), and when:


	(1)	Separation from service is documented in a form acceptable to us;
	(2)	The amount is paid directly to the participant or as a direct rollover to another Tax Code Section 403(b), 401 or governmental 457(b) plan or an Individual Retirement Account or Individual Retirement Annuity designated by the participant; and


	(3)	The amount paid for all withdrawals due to separation from service during the previous 12 months does not exceed 20% of the average value of all individual accounts under the contract during that period.

▷	Due to a participant’s financial hardship or unforeseeable emergency as defined in the Tax Code, and when:
	(1)	If applicable, certified by the employer;
	(2)	The amount is paid directly to the participant; and
	(3)	The amount paid for all withdrawals due to financial hardship during the previous 12 months does not exceed 20% of the average value of all individual accounts under the contract during that period.

Additionally, under certain contracts we will waive the five- payment full withdrawal provision due to one or more
of the following:


▷	For any in-service distribution permitted by the plan, when:
	(1)	Certified by the employer;
	(2)	The amount is paid directly to the participant; and
	(3)	The amount paid for all withdrawals during the previous 12 months does not exceed 20% of the average value of all individual accounts under the contract during that period.

▷	For amounts taken as a loan in accordance with the terms of the plan. The withdrawal is made on a pro rata basis from each of the investment options in which the individual account is invested. Certain investment options may be excluded from the pro rata withdrawal requirement as directed by the participant at the time of the loan withdrawal and agreed to by the Company.



▷	To purchase permissive past service credit under a governmental defined benefit plan.
▷	Due to disability as defined in the Tax Code, and when:
	(1)	If applicable, certified by the employer;
	(2)	The amount is paid directly to the participant; and
	(3)	The amount paid for all withdrawals due to disability during the previous 12 months does not exceed 20% of the average value of all individual accounts under the contract during that period.

Additionally, we may allow other waivers of the five installment payout for full withdrawals to participants in
certain plans. You can determine what additional waivers, if any, apply to you by referring to the contract or
certificate.

PRO.XXXXX-10 52

Charges. We do not make deductions from amounts in the Fixed Plus Account II to cover mortality and expense
risks. We consider these risks when determining the credited rate.

Transfers. The contract holder or you, if allowed by the plan, may transfer 20% of your account value held in the
Fixed Plus Account II in each 12-month period. We determine the amount eligible for transfer on the day we receive
a transfer request in good order at the address listed in “Contract Overview - Questions: Contacting the Company.”
We will reduce amounts allowed for transfer by any Fixed Plus Account II withdrawals, transfers, loans or amounts
applied to income phase payment options during the prior 12 months. In calculating the percentage limit on
transfers, we reserve the right to include payments made due to the election of any of the systematic distribution
options. We will waive the percentage limit on transfers when the value in the Fixed Plus Account II is $2,000 or
less.

If you transfer 20% of your account value held in the Fixed Plus Account II in each of four consecutive 12-month
periods, you may transfer the remaining balance in the succeeding 12-month period provided you do not allocate
any amount to or transfer any other amount from the Fixed Plus Account II during the five-year period. The 20%
amount available to transfer under this provision will be reduced by any amount transferred, taken as a loan or
applied to income phase payment options within the 12-month period preceding the first 20% transfer. Also, we may
reduce it for payments we made from your Fixed Plus Account II value under any systematic distribution option.

Income Phase. Subject to the Fixed Plus Account II full and partial withdrawal provisions, amounts accumulating
under the Fixed Plus Account II can be used to fund fixed and variable payments during the income phase. The
Fixed Plus Account II full and partial withdrawal provisions are waived upon the election of a lifetime annuity
option or a nonlifetime option on a fixed basis, but are not waived upon the election of a nonlifetime option on a
variable basis. Availability of subaccounts may vary during the income phase.

Contract Loans. If permitted under the plan, loans may be made from account values held in the Fixed Plus
Account II. See the loan agreement for a description of the amount available and possible consequences upon loan
default if Fixed Plus Account II values are used for a loan.

Transfer Credits. The Company provides a transfer credit in certain circumstances. See “Contract Purchase and
Participation - Transfer Credits.” The transfer credit is a specified percentage of the assets or other specified amount
that is transferred to the Company under a contract that remain in the accounts for the period of time specified by the
Company. We apply the transfer credit to the current value held in the Fixed Plus Account II.

PRO.XXXXX-10 53

APPENDIX III

FIXED ACCOUNT

The Fixed Account is an investment option available during the accumulation phase under certain exchanged
contracts (contracts exchanged from prior Company contracts). Amounts allocated to the Fixed Account are held in
the Company’s general account which supports insurance and annuity obligations. This option may not be available
in all states.

Additional information about this option may be found in the contract.

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

Interest Rates. The Fixed Account guarantees that amounts allocated to this option will earn the minimum interest
rate specified in the contract. We may credit a higher interest rate from time to time, but the rate we credit will
never fall below the guaranteed minimum specified in the contract. Among other factors, the safety of the interest
rate guarantee depends upon the claims-paying ability of the Company. Amounts applied to the Fixed Account will
earn the interest rate in effect at the time money is applied. Amounts in the Fixed Account will reflect a compound
interest rate as credited by us. The rate we quote is an annual effective yield.

Our determination of credited interest rates reflects a number of factors, including mortality and expense risks,
interest rate guarantees, the investment income earned on invested assets, the amortization of any capital gains
and/or losses realized on the sale of invested assets. Under this option, we assume the risk of investment gain or loss
by guaranteeing the amounts you allocate to this option and promising a minimum interest rate and income phase
payment.

The contract describes how we will determine the interest rate credited to amounts held in the Fixed Account during
the payment period, including the minimum interest rate.

Charges. We do not make deductions from amounts in the Fixed Account to cover mortality and expense risks. We
consider these risks when determining the credited rate.

If you make a withdrawal from amounts in the Fixed Account, an early withdrawal charge may apply. See “Fees -
Early Withdrawal Charge.” When the contract is issued to replace an existing contract issued to the plan by the
Company, the time basis for measuring the applicable withdrawal charge will reflect the number of years between
the effective date of individual accounts under the previous contract and the date of the withdrawal.

Transfers. During the accumulation phase, you may transfer account dollars from the Fixed Account to any other
available investment option. We may vary the dollar amount that you are allowed to transfer, but it will never be less
than 10% of your account value held in the Fixed Account each calendar year. We determine the amount available
for transfer based on your Fixed Account value as of the date we receive the transfer request in good order at the
address listed in “Contract Overview - Questions: Contacting the Company.” The 10% limit does not apply to
amounts being transferred into the Fixed Plus Account II (if available under the contract).

Contract Loans. If available under your plan, contract loans may be made from account values held in the Fixed
Account.

PRO.XXXXX-10 54


APPENDIX IV PARTICIPANT APPOINTMENT OF EMPLOYER AS AGENT UNDER AN ANNUITY CONTRACT




For Plans under Section 403(b) and 401 of the Code, including Roth 403(b) and Roth 401(k) (Except Most Voluntary Section 403(b) Plans)*


The employer has adopted a plan under Internal Revenue Code Sections 403(b), Roth 403(b), 401(a)/401(k), or Roth 401(k), (“Plan”) and has purchased an ING Life Insurance and Annuity Company (“Company”) group variable annuity contract (“contract”) as the funding vehicle. Contributions under this Plan will be made by the participant through salary reduction to an Employee Account, and by the employer to an Employer Account.




By electing to participate in the employer’s Plan, the participant voluntarily appoints the employer, who is the contract holder, as the participant’s agent for the purposes of all transactions under the contract in accordance with the terms of the Plan. The Company is not a party to the Plan and does not interpret the Plan provisions.



As a participant in the Plan, the participant understands and agrees to the following terms and conditions:

▷	The participant owns the value of his/her Employee Account subject to the restrictions of Sections 403(b), 401(a)/401(k) and the terms of the Plan. Subject to the terms of the vesting schedule in the Plan and the restrictions of Section 403(b), 401(a)/401(k), the participant has ownership in the value of his/her Employer Account.



▷	The Company will process transactions only with the employer’s written direction to the company. The participant will be bound by the employer’s interpretation of the Plan provisions and its written direction to the Company.


▷	The employer may permit the participant to make investment selections under the Employee Account and/or the Employer Account directly with the Company under the terms of the contract. Without the employer’s written permission, the participant will be unable to make any investment selections under the contract.


▷	On behalf of the participant, the employer may request a loan in accordance with the terms of the contract and the provisions of the Plan. The Company will make payment of the loan amount directly to the participant. The participant will be responsible for making repayments directly to the Company in a timely manner.


▷	In the event of the participant’s death, the employer is the named Beneficiary under the terms of the contract. The participant has the right to name a personal Beneficiary as determined under the terms of the Plan and file that Beneficiary election with the employer. It is the employer’s responsibility to direct the Company to properly pay any death benefits.








*	Under most group contracts issued through a voluntary 403(b) or Roth 403(b) plan you generally hold all rights under the contract and may make elections for your accounts. However, pursuant to Treasury Department regulations that were effective on January 1, 2009, the exercise of certain of these rights may require the consent and approval of the plan sponsor or its delegate. See “Tax Considerations - Section 403(b) and Roth 403(b) Tax-Deferred Annuities.” See the contract or your certificate (if applicable) to determine who holds rights under the contract.








PRO.XXXXX-10		55


APPENDIX V DESCRIPTION OF UNDERLYING FUNDS


The investment results of the mutual funds (funds) are likely to differ significantly and there is no assurance that any of the funds will achieve their respective investment objectives. You should consider the investment objectives, risks and charges, and expenses of the funds carefully before investing. Please refer to the fund prospectuses for additional information. Shares of the funds will rise and fall in value and you could lose money by investing in the funds. Shares of the funds are not bank deposits and are not guaranteed, endorsed or insured by any financial institution, the Federal Deposit Insurance Corporation or any other government agency. Except as noted, all funds are diversified, as defined under the Investment Company Act of 1940. Fund prospectuses may be obtained free of charge at the address and telephone number listed on the first page of this summary by accessing the SEC’s website or by contacting the SEC Public Reference Branch. If you have received a summary prospectus for any of the funds 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 number or sending an email request to the contact information shown on the front of the fund’s summary prospectus.














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





For the share class of each fund offered through your contract, please see the cover page.

Fund Name and Investment Adviser/Subadviser	Investment Objective(s)

The Alger Funds II - Alger Green Fund	Seeks long-term capital appreciation.

Investment Adviser: Fred Alger Management,
Inc.

American Century Government Income Trust -	Seeks to provide total return and inflation protection
American Century^®Inflation-Adjusted Bond	consistent with investment in inflation-indexed
Fund	securities.

Investment Adviser: American Century
Investment Management, Inc.

Ariel Investment Trust - Ariel Fund	Seeks long-term capital appreciation.

Investment Adviser: Ariel Capital Management,
LLC

Artisan Funds, Inc. - Artisan International Fund	Seeks maximum long-term capital growth.

Investment Adviser: Artisan Partners Limited
Partnership

Aston Funds - Aston/Optimum Mid Cap Fund	Seeks long-term total return through capital
	appreciation by investing primarily in common and
Investment Adviser: Aston Asset Management LP	preferred stocks and convertible securities.
Subadviser: Optimum Investment Advisors, LLC




PRO.XXXXX-10	56

Fund Name and Investment Adviser/Subadviser	Investment Objective(s)
Fund Name and Investment Adviser/Subadviser	Investment Objective(s)
Columbia Funds Series Trust - Columbia Mid Cap	Seeks long-term capital appreciation.
Value Fund

Investment Adviser: Columbia Management
Advisors, LLC

EuroPacific Growth Fund^®	Seeks to provide long-term growth of capital by
	investing in companies based outside the United States.
Investment Adviser: Capital Research and
Management Company

Fidelity^® Variable Insurance Products - Fidelity^®	Seeks long-term capital appreciation.
VIP Contrafund^® Portfolio

Investment Adviser: Fidelity Management &
Research Company

Subadvisers: FMR Co., Inc.; Fidelity Management
& Research (U.K.) Inc.; Fidelity Research &
Analysis Company; Fidelity Investments Japan
Limited; Fidelity International Investment Advisors;
Fidelity International Investment Advisors (U.K.)
Limited

Franklin Templeton Variable Insurance Products	Seeks long-term total return. The Fund normally invests
Trust - Franklin Small Cap Value Securities	at least 80% of its net assets in investments of small
Fund	capitalization companies.

Investment Adviser: Franklin Advisory Services,
LLC

Fundamental Investors^SM	Seeks to provide long-term growth of capital and
	income primarily through investments in common
Investment Adviser: Capital Research and	stocks.
Management Company

ING Partners, Inc. - ING American Century Small-	Seeks long-term capital growth; income is a secondary
Mid Cap Value Portfolio	objective.

Investment Adviser: Directed Services LLC

Subadviser: American Century Investment
Management, Inc.

ING Variable Portfolios, Inc. - ING BlackRock	Seeks long-term capital appreciation.
Science and Technology Opportunities Portfolio

Investment Adviser: ING Investments, LLC

Subadviser: BlackRock Advisors, LLC




PRO.XXXXX-10	57

Fund Name and Investment Adviser/Subadviser	Investment Objective(s)
Fund Name and Investment Adviser/Subadviser	Investment Objective(s)
ING Investors Trust - ING Clarion Real Estate	A non-diversified Portfolio that seeks total return
Portfolio	including capital appreciation and current income.

Investment Adviser: Directed Services LLC

Subadviser: ING Clarion Real Estate Securities
LLC

ING Investors Trust - ING Global Resources	A non-diversified Portfolio that seeks long-term capital
Portfolio	appreciation.

Investment Adviser: Directed Services LLC

Subadviser: ING Investment Management Co.

ING Variable Funds - ING Growth and Income	Seeks to maximize total return through investments in a
Portfolio	diversified portfolio of common stocks and securities
	convertible into common stocks. It is anticipated that
Investment Adviser: ING Investments, LLC	capital appreciation and investment income will both be
	major factors in achieving total return.
Subadviser: ING Investment Management Co.

ING Partners, Inc. - ING Index Solution Income	Seeks to provide a combination of total return and
Portfolio	stability of principal consistent with an asset allocation
	targeted to retirement.
Investment Adviser: Directed Services LLC

Subadviser: Investment Committee

ING Partners, Inc. - ING Index Solution 2015	Until the day prior to its Target Date, the Portfolio
Portfolio	seeks to provide total return consistent with an asset
	allocation targeted at retirement in approximately 2015.
Investment Adviser: Directed Services LLC	On the Target Date, the Portfolio’s investment objective
	will be to seek to provide a combination of total return
Subadviser: Investment Committee	and stability of principal consistent with an asset
	allocation targeted to retirement.

ING Partners, Inc. - ING Index Solution 2025	Until the day prior to its Target Date, the Portfolio
Portfolio	seeks to provide total return consistent with an asset
	allocation targeted at retirement in approximately 2025.
Investment Adviser: Directed Services LLC	On the Target Date, the Portfolio’s investment objective
	will be to seek to provide a combination of total return
Subadviser: Investment Committee	and stability of principal consistent with an asset
	allocation targeted to retirement.

ING Partners, Inc. - ING Index Solution 2035	Until the day prior to its Target Date, the Portfolio
Portfolio	seeks to provide total return consistent with an asset
	allocation targeted at retirement in approximately 2035.
Investment Adviser: Directed Services LLC	On the Target Date, the Portfolio’s investment objective
	will be to seek to provide a combination of total return
Subadviser: Investment Committee	and stability of principal consistent with an asset
	allocation targeted to retirement.




PRO.XXXXX-10	58

Fund Name and Investment Adviser/Subadviser	Investment Objective(s)
Fund Name and Investment Adviser/Subadviser	Investment Objective(s)
ING Partners, Inc. - ING Index Solution 2045	Until the day prior to its Target Date, the Portfolio
Portfolio	seeks to provide total return consistent with an asset
	allocation targeted at retirement in approximately 2045.
Investment Adviser: Directed Services LLC	On the Target Date, the Portfolio’s investment objective
	will be to seek to provide a combination of total return
Subadviser: Investment Committee	and stability of principal consistent with an asset
	allocation targeted to retirement.

ING Partners, Inc. - ING Index Solution 2055	Until the day prior to its Target Date, the Portfolio
Portfolio	seeks to provide total return consistent with an asset
	allocation targeted at retirement in approximately 2055.
Investment Adviser: Directed Services LLC	On the Target Date, the Portfolio’s investment objective
	will be to seek to provide a combination of total return
Consultant: ING Investment Management Co.	and stability of principal consistent with an asset
	allocation targeted to retirement.

ING Intermediate Bond Portfolio	Seeks to maximize total return consistent with
	reasonable risk. The Portfolio seeks its objective
Investment Adviser: ING Investments, LLC	through investments in a diversified portfolio consisting
	primarily of debt securities. It is anticipated that capital
Subadviser: ING Investment Management Co.	appreciation and investment income will both be major
	factors in achieving total return.

ING Variable Portfolios, Inc. - ING International	Seeks investment results (before fees and expenses) that
Index Portfolio	correspond to the total return of a widely accepted
	International Index.
Investment Adviser: ING Investments, LLC

Subadviser: ING Investment Management Co.

ING Investors Trust - ING JPMorgan Emerging	Seeks capital appreciation.
Markets Equity Portfolio

Investment Adviser: Directed Services LLC

Subadviser: J.P. Morgan Investment Management
Inc.

ING Investors Trust - ING Large Cap Growth	Seeks long-term capital growth.
Portfolio

Investment Adviser: Directed Services LLC

Subadviser: ING Investment Management Co.

ING Variable Products Trust - ING MidCap	Seeks long-term capital appreciation.
Opportunities Portfolio

Investment Adviser: ING Investments, LLC

Subadviser: ING Investment Management Co.




PRO.XXXXX-10	59

Fund Name and Investment Adviser/Subadviser	Investment Objective(s)
Fund Name and Investment Adviser/Subadviser	Investment Objective(s)
ING Money Market Portfolio*	Seeks to provide high current return, consistent with
	preservation of capital and liquidity, through investment
Investment Adviser: ING Investments, LLC	in high-quality money market instruments while
	maintaining a stable share price of $1.00.
Subadviser: ING Investment Management Co.

* There is no guarantee that the ING Money
Market Subaccount will have a positive or level
return.

ING Partners, Inc. - ING Oppenheimer Global	Seeks capital appreciation.
Portfolio

Investment Adviser: Directed Services LLC

Subadviser: OppenheimerFunds, Inc.

ING Partners, Inc. - ING PIMCO Total Return	Seeks maximum total return, consistent with capital
Portfolio	preservation and prudent investment management.

Investment Adviser: Directed Services LLC

Subadviser: Pacific Investment Management
Company LLC (PIMCO)

ING Partners, Inc. - ING Pioneer High Yield	Seeks to maximize total return through income and
Portfolio	capital appreciation.

Investment Adviser: Directed Services LLC

Subadviser: Pioneer Investment Management, Inc.

ING Investors Trust - ING Pioneer Mid Cap Value	Seeks capital appreciation.
Portfolio

Investment Adviser: Directed Services LLC

Subadviser: Pioneer Investment Management, Inc.

ING Variable Portfolios, Inc. - ING Russell^TMLarge	Seeks investment results (before fees and expenses) that
Cap Index Portfolio	correspond to the total return of the Russell Top 200^®
	Index.
Investment Adviser: ING Investments, LLC

Subadviser: ING Investment Management Co.

ING Variable Portfolios, Inc. - ING Russell^TMMid	Seeks investment results (before fees and expenses) that
Cap Index Portfolio	correspond to the total return of the Russell Midcap^®
	Index.
Investment Adviser: ING Investments, LLC

Subadviser: ING Investment Management Co.

ING Variable Portfolios, Inc. - ING Russell^TMSmall	Seeks investment results (before fees and expenses) that
Cap Index Portfolio	correspond to the total return of the Russell 2000^®
	Index.
Investment Adviser: ING Investments, LLC

Subadviser: ING Investment Management Co.




PRO.XXXXX-10	60

Fund Name and Investment Adviser/Subadviser	Investment Objective(s)
Fund Name and Investment Adviser/Subadviser	Investment Objective(s)
ING Variable Portfolios, Inc. - ING Small Company	Seeks growth of capital primarily through investment in
Portfolio	a diversified portfolio of common stocks of companies
	with smaller market capitalizations.
Investment Adviser: ING Investments, LLC
Subadviser: ING Investment Management Co.
ING Variable Products Trust - ING SmallCap	Seeks long-term capital appreciation.
Opportunities Portfolio
Investment Adviser: ING Investments, LLC
Subadviser: ING Investment Management Co.
ING Investors Trust - ING T. Rowe Price Capital	Seeks, over the long-term, a high total investment
Appreciation Portfolio	return, consistent with the preservation of capital and
	prudent investment risk.
Investment Adviser: Directed Services LLC
Subadviser: T. Rowe Price Associates, Inc.
ING Investors Trust - ING T. Rowe Price Equity	Seeks substantial dividend income as well as long-term
Income Portfolio	growth of capital.
Investment Adviser: Directed Services LLC
Subadviser: T. Rowe Price Associates, Inc.
ING Partners, Inc. - ING Templeton Foreign Equity	Seeks long-term capital growth.
Portfolio
Investment Adviser: Directed Services LLC
Subadviser: Templeton Investment Counsel, LLC
ING Partners, Inc. - ING Thornburg Value Portfolio	Seeks capital appreciation.
Investment Adviser: Directed Services LLC
Subadviser: Thornburg Investment Management
ING Variable Portfolios, Inc. - ING U.S. Bond Index	Seeks investment results (before fees and expenses) that
Portfolio	correspond to the total return of the Barclays Capital
	U.S. Aggregate Bond Index^®.
Investment Adviser: ING Investments, LLC
Subadviser: Neuberger Berman Fixed Income LLC
ING Investors Trust - ING U.S. Stock Index	Seeks total return.
Portfolio
Investment Adviser: Directed Services LLC
Subadviser: ING Investment Management Co.




PRO.XXXXX-10	61

Fund Name and Investment Adviser/Subadviser	Investment Objective(s)
Fund Name and Investment Adviser/Subadviser	Investment Objective(s)
ING Partners, Inc. - ING Van Kampen Equity and	Seeks total return, consisting of long-term capital
Income Portfolio	appreciation and current income.

Investment Adviser: Directed Services LLC

Subadviser: Invesco Advisers, Inc.

ING Investors Trust - ING Van Kampen Growth	Seeks long-term growth of capital and income.
and Income Portfolio

Investment Adviser: Directed Services LLC

Subadviser: Invesco Advisers, Inc.

Invesco Growth Series - Invesco Mid Cap Core	Seeks long-term growth of capital.
Equity Fund

Investment Adviser: Invesco Advisors, Inc.

Parnassus Funds - Parnassus Equity Income Fund	Seeks to achieve both capital appreciation and current
	income by investing primarily in a diversified portfolio
Investment Adviser: Parnassus Investments	of equity securities.

RiverSource Investment Series, Inc. - RiverSource	Seeks to provide shareholders with a high level of
Diversified Equity Income Fund	current income and, as a secondary objective steady
	growth of capital growth.
Investment Adviser: RiverSource Investments,
LLC

Templeton Income Trust - Templeton Global Bond	Seeks current income with capital appreciation and
Fund	growth of income.

Investment Adviser: Franklin Advisers, Inc.

The Growth Fund of America^®	Seeks to provide long-term growth of capital through a
	diversified portfolio of common stocks.
Investment Adviser: Capital Research and
Management Company

Wanger Advisors Trust - Wanger Select	A non-diversified fund that seeks long-term growth of
	capital.
Investment Adviser: Columbia Wanger Asset
Management, L.P.

Wanger Advisors Trust - Wanger USA	Seeks long-term growth of capital.

Investment Adviser: Columbia Wanger Asset
Management, L.P.




PRO.XXXXX-10	62

FOR MASTER APPLICATIONS ONLY

I hereby acknowledge receipt of a Variable Annuity Account C prospectus dated September 8, 2010 as well as all

current prospectuses for the funds available under the Contracts.

Please send a Variable Annuity Account C Statement of Additional Information (Form No. SAI._______-

10) dated September 8, 2010.

CONTRACT HOLDER’S SIGNATURE

DATE

PRO.________-10

PART B

VARIABLE ANNUITY ACCOUNT C OF

ING LIFE INSURANCE AND ANNUITY COMPANY

Multiple Sponsored Retirement Options II

Statement of Additional Information dated September 8, 2010

This Statement of Additional Information is not a prospectus and should be read in conjunction with the current prospectus dated September 8, 2010. The contracts offered in connection with the prospectus are group or individual deferred variable annuity contracts funded through Variable Annuity Account C (the “separate account”).

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

ING
USFS Customer Service
Defined Contribution Administration
P.O. Box 990063
Hartford, Connecticut 06199-0063
1-800-262-3862

Read the prospectus before you invest. Unless otherwise indicated, 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 C	2
Offering and Purchase of Contracts	2
Income Phase Payments	3
Sales Material and Advertising	4
Experts	5
Financial Statements of the Separate Account	S-1
Consolidated Financial Statements of ING Life Insurance and Annuity Company	C-1

GENERAL INFORMATION AND HISTORY

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

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

The Company serves as the depositor for the separate account.

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

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

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

VARIABLE ANNUITY ACCOUNT C

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

A complete description of each of the funds, including their investment objectives, policies, risks and fees and expenses, is contained in the prospectuses and statements of additional information for each of the funds.

OFFERING AND PURCHASE OF CONTRACTS

The Company is the depositor and the Company’s subsidiary, ING Financial Advisers, LLC serves as the principal underwriter for the contracts. ING Financial Advisers, LLC, a Delaware limited liability company, is registered as a broker-dealer with the SEC. ING Financial Advisers, LLC is also a member of the Financial

Industry Regulatory Authority and the Securities Investor Protection Corporation. ING Financial Advisers, LLC’s principal office is located at One Orange Way, Windsor, Connecticut 06095-4774. The contracts are distributed through life insurance agents licensed to sell variable annuities who are registered representatives of ING Financial Advisers, LLC or of other registered broker-dealers who have entered into sales arrangements with ING Financial Advisers, LLC. The offering of the contracts is continuous. A description of the manner in which contracts are purchased may be found in the prospectus under the sections entitled “Contract Purchase and Participation - Contract Ownership and Rights” and “Your Account Value.”

Compensation paid to the principal underwriter, ING Financial Advisers, LLC, for the years ending December 31, 2009, 2008 and 2007 amounted to $44,259,566.54, 43,901,529.15, and $44,267,199.63, respectively. These amounts reflect compensation paid to ING Financial Advisers, LLC attributable to regulatory and operating expenses associated with the distribution of all registered variable annuity products issued by Variable Annuity Account C of ING Life Insurance and Annuity Company.

INCOME PHASE PAYMENTS

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

The Annuity option tables found in the contract show, for each option, the amount of the first income phase payment for each $1,000 of value applied. When you select variable income payments, your account value purchases annuity units of the separate account subaccounts corresponding to the funds you select. The number of annuity units purchased is based on your account value and the value of each unit on the day the annuity units are purchased. Thereafter, variable payments fluctuate as the Annuity Unit value(s) fluctuates with the investment experience of the selected investment option(s). The first income phase payment and subsequent income phase payments also vary in relation to the assumed net investment rate of 3.5% per annum. Income phase payments will increase only to the extent that the net investment rate increases by more than 3.5% on an annual basis. Income phase payments would decline if the rate failed to increase by 3.5%.

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

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

EXAMPLE:

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

Assume also that no premium tax charge is payable and that the annuity table in the contract provides, for the income phase payment option elected, a first monthly variable income phase payment of $6.68 per $1000 of value applied; the annuitant’s first monthly income phase payment would thus be 40.950 multiplied by $6.68, or $273.55.

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

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

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

SALES MATERIAL AND ADVERTISING

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

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

We may publish in advertisements and reports, the ratings and other information assigned to us by one or more independent rating organizations such as A.M. Best Company, Duff & Phelps, Standard & Poor’s Corporation and Moody’s Investors Service, Inc. The purpose of the ratings is to reflect our financial strength and/or claims-paying ability. We may also quote ranking services such as Morningstar’s Variable

Annuity/Life Performance Report and Lipper’s Variable Insurance Products Performance Analysis Service (VIPPAS), which rank variable annuity or life subaccounts or their underlying funds by performance and/or investment objective. We may categorize the underlying funds in terms of the asset classes they represent and use such categories in marketing materials 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 C as of December 31, 2009, and the related statements of operations and changes in net assets for the periods disclosed in the financial statements, and the consolidated financial statements of ING Life Insurance and Annuity Company as of December 31, 2009 and 2008, and for each of the three years in the period ended December 31, 2009, included in the Statement of Additional Information, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon appearing elsewhere herein, and are included in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

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

30308.


Form No. SAI._______-10	ILIAC Ed. 2010


VARIABLE ANNUITY ACCOUNT C PART C - OTHER INFORMATION


Item 24. Financial Statements and Exhibits
(a)	Financial Statements:
(1)		Included in Part A:*
		Condensed Financial Information
(2)		Included in Part B:*
		Financial Statements of Variable Annuity Account C:
		-	Report of Independent Registered Public Accounting Firm
		-	Statements of Assets and Liabilities as of December 31, 2009
		-	Statements of Operations for the year ended December 31, 2009
		-	Statements of Changes in Net Assets for the years ended December 31, 2009
			and 2008
		-	Notes to Financial Statements
		Consolidated Financial Statements of ING Life Insurance and Annuity Company:
		-	Report of Independent Registered Public Accounting Firm
		-	Consolidated Statements of Operations for the years ended December 31,
			2009, 2008 and 2007
		-	Consolidated Balance Sheets as of December 31, 2009 and 2008
		-	Consolidated Statements of Changes in Shareholder’s Equity for the years
			ended December 31, 2009, 2008 and 2007
		-	Consolidated Statements of Cash Flows for the years ended December 31,
			2009, 2008 and 2007
		-	Notes to Consolidated Financial Statements

* To be filed by pre-effective amendment

(b) Exhibits
	(1)		Resolution establishing Variable Annuity Account C • Incorporated by reference to
			Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No.
			033-75986), as filed on April 22, 1996.
	(2)		Not applicable
	(3.1)		Standard Form of Broker-Dealer Agreement • Incorporated by reference to Post-
			Effective Amendment No. 32 to Registration Statement on Form N-4 (File No. 033-
			81216), as filed on April 11, 2006.
	(3.2)		Underwriting Agreement dated November 17, 2006 between ING Life Insurance and
			Annuity Company and ING Financial Advisers, LLC • Incorporated by reference to
			Post-Effective Amendment No. 34 to Registration Statement on Form N-4 (File No.
			033-75996), as filed on December 20, 2006.
	(4.1)		Variable Annuity Contract (G-CDA-10) • Incorporated by reference to Post-
			Effective Amendment No. 15 to Registration Statement on Form N-4 (File No. 333-
			109860), as filed on June 11, 2010.


	(4.2)	Variable Annuity Contract Certificate (C-CDA-10) • Incorporated by reference to
		Post-Effective Amendment No. 15 to Registration Statement on Form N-4 (File No.
		333-109860), as filed on June 11, 2010.
	(4.3)	Endorsement E-MMLOAN-10 to Contract G-CDA-10 and Contract Certificate
		C-CDA-10
	(4.4)	Endorsement E-MMGDB-10 to Contract G-CDA-10 and Contract Certificate
		C-CDA-10
	(4.5)	Endorsement E-MMGDBP-10 to Contract G-CDA-10 and Contract Certificate
		C-CDA-10
	(4.6)	Endorsement E-MMTC-10 to Contract G-CDA-10 and Contract Certificate C-CDA-
		10
	(4.7)	Endorsement E-MMFA-10 to Contract G-CDA-10 and Contract Certificate C-CDA-
		10
	(4.8)	Endorsement E-EQWA-10 to Contract G-CDA-10 and Contract Certificate C-CDA-
		10
	(5.1)	Variable Annuity Contract Application (300-MOP-02(05/02)) • Incorporated by
		reference to Post-Effective Amendment No. 30 to Registration Statement on Form N-
		4 (File No. 333-01107), as filed on April 10, 2002.
	(6.1)	Restated Certificate of Incorporation (amended and restated as of October 1, 2007) of
		ING Life Insurance and Annuity Company • Incorporated by reference to ING Life
		Insurance and Annuity Company annual report on Form 10-K (File No. 033-23376),
		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 by reference to ING Life Insurance and
		Annuity Company annual report on Form 10-K (File No. 033-23376), as filed on
		March 31, 2008.
	(7)	Not applicable
	(8.1)	(Retail) Participation Agreement dated as of October 1, 2000 by and among AIM
	Equity Funds, AIM Distributors, Inc., and Aetna Life Insurance and Annuity
		Company • Incorporated by reference to Registration Statement on Form N-4 (File
		No. 333-105479), as filed on May 22, 2003.
	(8.2)	(Retail) Amendment No. 1 dated January 1, 2003 to Participation Agreement dated as
		of October 1, 2000 by and among AIM Equity Funds, AIM Distributors, Inc., and
		ING Life Insurance and Annuity Company (f/k/a Aetna Life Insurance and Annuity
		Company) • Incorporated by reference to Post-Effective Amendment No. 2 to
		Registration Statement on Form N-4 (File No. 333-105479), as filed on April 21,
		2004.


	(8.3)	Rule 22c-2 Agreement dated no later than April 16, 2007 and is effective as of
		October 16, 2007 between AIM Investment Services, Inc., ING Life Insurance and
		Annuity Company, ING National Trust, ING USA Annuity and Life Insurance
		Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of
		New York, Security Life of Denver Insurance Company and Systematized Benefits
		Administrators Inc. • Incorporated by reference to Post-Effective Amendment No. 50
		to Registration Statement on Form N-4 (File No. 033-75962), as filed on June 15,
		2007.
	(8.4)	(Retail) Amended and Restated Selling and Services Agreement and Fund
		Participation Agreement entered into as of May 1, 2008 between ING Life Insurance
		and Annuity Company, ING Financial Advisers, LLC and Fred Alger & Company,
		Incorporated • Incorporated by reference to Post-Effective Amendment No. 54 to
		Registration Statement on Form N-4 (File No. 033-75962), as filed on April 9, 2009.
	(8.5)	(Retail) First Amendment dated February 5, 2009 to the Amended and Restated
		Selling and Services Agreement and Fund Participation Agreement dated as of May
		1, 2008 between ING Life Insurance and Annuity Company, ING Financial Advisers,
		LLC and Fred Alger & Company, Incorporated • Incorporated by reference to Post-
		Effective Amendment No. 54 to Registration Statement on Form N-4 (File No. 033-
		75962), as filed on April 9, 2009.
	(8.6)	(Retail) Second Amendment dated as of October 1, 2009 to the Amended and
		Restated Selling and Services Agreement and Fund Participation Agreement dated as
		of May 1, 2008, as amended, between ING Life Insurance and Annuity Company,
		ING Institutional Plan Services, LLP, ING Financial Advisers, LLC and Fred Alger
		& Company, Incorporated • Incorporated by reference to Post-Effective Amendment
		No. 56 to Registration Statement on Form N-4 (File No. 333-01107), as filed on
		December 18, 2009.
	(8.7)	Rule 22c-2 Agreement dated no later than April 16, 2007 and is effective as of
		October 16, 2007 between Fred Alger & Company, Incorporated, ING Life Insurance
		and Annuity Company, ING National Trust, ING USA Annuity and Life Insurance
		Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of
		New York, Security Life of Denver Insurance Company and Systematized Benefits
		Administrators Inc. • Incorporated by reference to Post-Effective Amendment No. 54
		to Registration Statement on Form N-4 (File No. 033-75962), as filed on April 9,
		2009.
	(8.8)	(Retail) Fund Participation Agreement dated as of July 1, 2000 between Aetna Life
		Insurance and Annuity Company, American Century Services Corporation, and
		American Century Investment Services, Inc. • Incorporated by reference to Post-
		Effective Amendment No. 23 to Registration Statement on Form N-4 (File No. 333-
		01107), as filed on December 13, 2000.


	(8.9)	(Retail) Amendment No. 1 effective November 7, 2003 to Fund Participation
		Agreement dated as of July 1, 2000 between ING Life Insurance and Annuity
		Company and American Century Investment Services, Inc. • Incorporated by
		reference to Post-Effective Amendment No. 37 to Registration Statement on Form N-
		4 (File No. 033-75962), as filed on April 13, 2004.
	(8.10)	(Retail) Amendment No. 2 effective October 1, 2004 to Fund Participation
		Agreement between ING Life Insurance and Annuity Company and American
		Century Investment Services • Incorporated by reference to Post-Effective
		Amendment No. 48 to Registration Statement on Form N-4 (File No. 033-75962), as
		filed on April 10, 2007.
	(8.11)	(Retail) Amendment No. 3 effective April 1, 2007 to Fund Participation Agreement
		dated as of July 1, 2000 between ING Life Insurance and Annuity Company,
		American Century Investment Services, Inc. and American Century Services, LLC •
		Incorporated by reference to Post-Effective Amendment No. 10 to Registration
		Statement on Form N-4 (File No. 333-105479), as filed on April 11, 2008.
	(8.12)	(Retail) Selling and Services Agreement dated July 1, 2000 by and among Aetna
		Investment Services, Inc., Aetna Life Insurance and Annuity Company and American
		Century Investment Services • Incorporated by reference to Post-Effective
		Amendment No. 48 to Registration Statement on Form N-4 (File No. 033-75962), as
		filed on April 10, 2007.
	(8.13)	(Retail) Amendment No. 1 effective November 7, 2003 to the Selling and Services
		Agreement dated July 1, 2000 by and among ING Financial Advisers, LLC (formerly
		known as Aetna Investment Services, Inc.), ING Life Insurance and Annuity
		Company (formerly known as Aetna Life Insurance and Annuity Company) and
		American Century Investment Services, Inc. • Incorporated by reference to Post-
		Effective Amendment No. 48 to Registration Statement on Form N-4 (File No. 033-
		75962), as filed on April 10, 2007.
	(8.14)	(Retail) Amendment No. 2 effective October 1, 2004 to the Selling and Services
		Agreement dated July 1, 2000 and amended on November 7, 2003 by and among
		ING Financial Advisers, LLC (formerly known as Aetna Investment Services, Inc.),
		ING Life Insurance and Annuity Company (formerly known as Aetna Life Insurance
		and Annuity Company) and American Century Investment Services, Inc. •
		Incorporated by reference to Post-Effective Amendment No. 48 to Registration
		Statement on Form N-4 (File No. 033-75962), as filed on April 10, 2007.
	(8.15)	(Retail) Amendment No. 3 effective April 1, 2007 to the Selling and Services
		Agreement dated July 1, 2000 and amended on November 7, 2003 and October 1,
		2004 by and among ING Financial Advisers, LLC (formerly known as Aetna
		Investment Services, Inc.), ING Life Insurance and Annuity Company (formerly
		known as Aetna Life Insurance and Annuity Company), American Century
		Investment Services, Inc. and American Century Services, LLC • Incorporated by
		reference to Post-Effective Amendment No. 10 to Registration Statement on Form N-
		4 (File No. 333-105479), as filed on April 11, 2008.


	(8.16)	(Retail) Fourth Amendment dated as of April 6, 2009 to the Selling and Services
		Agreement dated July 1, 2000 as amended on November 7, 2003, October 1, 2004
		and April 1, 2007 by and between ING Life Insurance and Annuity Company
		(formerly known as Aetna Life Insurance and Annuity Company), ING Institutional
		Plan Services, LLP, ING Financial Advisers, LLC (formerly known as Aetna
		Investment Services, Inc.), American Century Investment Services, Inc. and
		American Century Services, LLC • Incorporated by reference to Post-Effective
		Amendment No. 56 to Registration Statement on Form N-4 (File No. 333-01107), as
		filed on December 18, 2009.
	(8.17)	Rule 22c-2 Agreement dated April 4, 2007 and is effective as of October 16, 2007
		between American Century Investment Services, Inc., ING Life Insurance and
		Annuity Company, ING National Trust, ING USA Annuity and Life Insurance
		Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of
		New York, Security Life of Denver Insurance Company and Systematized Benefits
		Administrators Inc. • Incorporated by reference to Post-Effective Amendment No. 50
		to Registration Statement on Form N-4 (File No. 033-75962), as filed on June 15,
		2007.
	(8.18)	(Retail) Participation Agreement dated as of January 1, 2003 by and among ING Life
		Insurance and Annuity Company, ReliaStar Life Insurance Company, ReliaStar Life
		Insurance Company of New York, American Funds Distributors, Inc. and American
		Funds Service Company • Incorporated by reference to Post-Effective Amendment
		No. 42 to Registration Statement on Form N-4 (File No. 333-01107), as filed on
		December 16, 2005.
	(8.19)	(Retail) First Amendment is made and entered into as of January 3, 2006 to the
		Participation Agreement dated January 1, 2003 by and among ING Life Insurance
		and Annuity Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance
		Company of New York, American Funds Distributors, Inc. and American Funds
		Service Company • Incorporated by reference to Post-Effective Amendment No. 47
		to Registration Statement on Form N-4 (File No. 033-75962), as filed on November
		21, 2006.
	(8.20)	(Retail) Second Amendment effective November 1, 2006 to the Participation
		Agreement dated January 1, 2003, and as amended on January 3, 2006, by and
		among American Funds Distributors, Inc., American Funds Service Company, ING
		Life Insurance and Annuity Company, ReliaStar Life Insurance Company and
		ReliaStar Life Insurance Company of New York • Incorporated by reference to Post-
		Effective Amendment No. 46 to Registration Statement on Form N-4 (File No. 333-
		01107), as filed on February 15, 2008.


	(8.21)	(Retail) Third Amendment effective February 1, 2007 to the Participation Agreement
		dated January 1, 2003, and as amended on January 3, 2006 and on November 1,
		2006, by and among American Funds Distributors, Inc., American Funds Service
		Company, ING Life Insurance and Annuity Company, ReliaStar Life Insurance
		Company and ReliaStar Life Insurance Company of New York • Incorporated by
		reference to Post-Effective Amendment No. 46 to Registration Statement on Form N-
		4 (File No. 333-01107), as filed on February 15, 2008.
	(8.22)	(Retail) Fourth Amendment effective as of October 1, 2008 to the Participation
		Agreement dated January 1, 2003, and as amended on January 3, 2006, November 1,
		2006 and February 1, 2007, by and among American Funds Distributors, Inc.,
		American Funds Service Company, ING Life Insurance and Annuity Company,
		ReliaStar Life Insurance Company and ReliaStar Life Insurance Company of New
		York • Incorporated by reference to Post-Effective Amendment No. 54 to
		Registration Statement on Form N-4 (File No. 333-01107), as filed on November 18,
		2008.
	(8.23)	(Retail) Fifth Amendment effective as of January 30, 2009 to the Participation
		Agreement dated January 1, 2003, and as amended on January 3, 2006, November 1,
		2006, February 1, 2007 and October 1, 2008, by and among American Funds
		Distributors, Inc., American Funds Service Company, ING Life Insurance and
		Annuity Company, ReliaStar Life Insurance Company and ReliaStar Life Insurance
		Company of New York • Incorporated by reference to Post-Effective Amendment
		No. 54 to Registration Statement on Form N-4 (File No. 033-75962), as filed on
		April 9, 2009.
	(8.24)	(Retail) Sixth Amendment effective May 1, 2009 to the Participation Agreement
		dated January 1, 2003, and as amended on January 3, 2006, November 1, 2006,
		February 1, 2007, October 1, 2008 and January 30, 2009, by and among ING Life
		Insurance and Annuity Company, ReliaStar Life Insurance Company, ReliaStar Life
		Insurance Company of New York, American Funds Distributors, Inc. and American
		Funds Service Company • Incorporated by reference to Post-Effective Amendment
		No. 55 to Registration Statement on Form N-4 (File No. 033-75962), as filed on
		April 8, 2010.
	(8.25)	(Retail) Selling Group Agreement among American Funds Distributors, Inc. and
		Aetna Investment Services, Inc. dated June 30, 2000 • Incorporated by reference to
		Post-Effective Amendment No. 42 to Registration Statement on Form N-4 (File No.
		333-01107), as filed on December 16, 2005.
	(8.26)	(Retail) Supplemental Selling Group Agreement by and among American Funds
		Distributors, Inc. and Aetna Investment Services, Inc. dated June 30, 2000 •
		Incorporated by reference to Post-Effective Amendment No. 42 to Registration
		Statement on Form N-4 (File No. 333-01107), as filed on December 16, 2005.


	(8.27)	(Retail) Omnibus addendum (R shares) dated February 6, 2004 to the Selling Group
		Agreement dated June 30, 2000 and effective January 1, 2003 between American
		Funds Distributors, Inc. and ING Financial Advisers, LLC • Incorporated by
		reference to Post-Effective Amendment No. 42 to Registration Statement on Form N-
		4 (File No. 333-01107), as filed on December 16, 2005.
	(8.28)	Rule 22c-2 Agreement dated and effective as of April 16, 2007 and operational on
		October 16, 2007 between American Funds Service Company, ING Life Insurance
		and Annuity Company, ING National Trust, ING USA Annuity and Life Insurance
		Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of
		New York, Security Life of Denver Insurance Company and Systematized Benefits
		Administrators Inc. • Incorporated by reference to Post-Effective Amendment No. 50
		to Registration Statement on Form N-4 (File No. 033-75962), as filed on June 15,
		2007.
	(8.29)	(Retail) Fund Participation Agreement dated as of April 1, 1998 between Ariel
		Growth Fund and such other Ariel funds as may be listed on Schedule A attached
		hereto in the Agreement, Ariel Distributors, Inc. and Aetna Life Insurance and
		Annuity Company • Incorporated by reference to Post-Effective Amendment No. 1
		to Registration Statement on Form N-4 (File No. 333-109860), as filed on April 16,
		2004.
	(8.30)	(Retail) First Amendment made and entered into as of October 1, 2000 to Fund
		Participation Agreement dated as of April 1, 1998 between Ariel Fund (formerly
		Ariel Growth Fund) and Ariel Distributors, Inc. and Aetna Life Insurance and
		Annuity Company on its own behalf and on behalf of its Separate Account F •
		Incorporated by reference to Post-Effective Amendment No. 1 to Registration
		Statement on Form N-4 (File No. 333-109860), as filed on April 16, 2004.
	(8.31)	(Retail) Second Amendment to Fund Participation Agreement made and entered into
		as of May 1, 2002 to Fund Participation Agreement dated as of April 1, 1998 and
		amended on October 1, 2000 between Ariel Investment Trust (with respect to Ariel
		Fund, formerly Ariel Growth Fund and Ariel Appreciation Fund) and Ariel
		Distributors, Inc. and ING Life Insurance and Annuity Company (formerly, Aetna
		Life Insurance and Annuity Company) on its own behalf and on behalf of its Variable
		Annuity Separate Accounts B, C, D, and F • Incorporated by reference to Post-
		Effective Amendment No. 1 to Registration Statement on Form N-4 (File No. 333-
		109860), as filed on April 16, 2004.
	(8.32)	(Retail) Third Amendment to Fund Participation Agreement made and entered into as
		of January 1, 2009 to Fund Participation Agreement dated as of April 1, 1998 and
		amended on October 1, 2000 between Ariel Investment Trust (with respect to Ariel
		Fund, formerly Ariel Growth Fund and Ariel Appreciation Fund) and Ariel
		Distributors, Inc. and ING Life Insurance and Annuity Company (formerly, Aetna
		Life Insurance and Annuity Company) on its own behalf and on behalf of its Variable
		Annuity Separate Accounts B, C, D, and F • Incorporated by reference to Post-
		Effective Amendment No. 12 to Registration Statement on Form N-4 (File No. 333-
		109860), as filed on April 15, 2009.


	(8.33)	Rule 22c-2 Agreement dated April 16, 2007 and is effective as of October 16, 2007
		between Ariel Distributors, LLC, ING Life Insurance and Annuity Company, ING
		National Trust, ING USA Annuity and Life Insurance Company, ReliaStar Life
		Insurance Company, ReliaStar Life Insurance Company of New York, Security Life
		of Denver Insurance Company and Systematized Benefits Administrators Inc. •
		Incorporated by reference to Post-Effective Amendment No. 10 to Registration
		Statement on Form N-4 (File No. 333-109860), as filed on April 15, 2008.
	(8.34)	(Retail) Selling and Services Agreement and Fund Participation Agreement dated
		November 30, 2006 by and among ING Life Insurance and Annuity Company, ING
		Financial Advisers, LLC, Artisan Partners Limited Partnership and Artisan
		Distributors LLC • Incorporated by reference to Post-Effective Amendment No. 3 to
		Registration Statement on Form N-4 (File No. 333-130822), as filed on April 11,
		2008.
	(8.35)	(Retail) First Amendment effective February 4, 2009 to the Selling and Services
		Agreement and Fund Participation Agreement dated November 30, 2006 by and
		among ING Life Insurance and Annuity Company, ING Institutional Plan Services,
		LLP, ING Financial Advisers, LLC, Artisan Partners Limited Partnership and Artisan
		Distributors LLC • Incorporated by reference to Post-Effective Amendment No. 5 to
		Registration Statement on Form N-4 (File No. 333-130822), as filed on April 9,
		2009.
	(8.36)	Rule 22c-2 Agreement dated as of April 16, 2007 and is effective as of October 16,
		2007 between Artisan Distributors LLC, ING Life Insurance and Annuity Company,
		ING National Trust, ING USA Annuity and Life Insurance Company, ReliaStar Life
		Insurance Company, ReliaStar Life Insurance Company of New York, Security Life
		of Denver Insurance Company and Systematized Benefits Administrators Inc. •
		Incorporated by reference to Post-Effective Amendment No. 3 to Registration
		Statement on Form N-4 (File No. 333-130822), as filed on April 11, 2008.
	(8.37)	(Retail) Selling and Services Agreement and Fund Participation Agreement dated
		March 19, 2010 by and between ING Life Insurance and Annuity Company, ING
		Institutional Plan Services, LLC, ING Financial Advisers, LLC, Aston Asset
		Management, LLC, Aston Funds and PFPC Distributors, Inc.
	(8.38)	Rule 22c-2 Agreement made and entered into as of March 19,2010 between Aston
		Fund, Aston Asset Management, LLC, PFPC Distributors, Inc., ING Life Insurance
		and Annuity Company, ING National Trust, ING USA Annuity and Life Insurance
		Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of
		New York, Security Life of Denver Insurance Company and Systematized Benefits
		Administrators Inc.


	(8.39)	Amended and Restated Participation Agreement as of June 26, 2009 by and among
		ING Life Insurance and Annuity Company, Fidelity Distributors Corporation,
		Variable Insurance Products Fund, Variable Insurance Products Fund II, Variable
		Insurance Products Fund III, Variable Insurance Products Fund IV and Variable
		Insurance Products Fund V • Incorporated by reference to Post-Effective
		Amendment No. 56 to Registration Statement on Form N-4 (File No. 333-01107), as
		filed on December 18, 2009.
	(8.40)	First Amendment as of June 26, 2009 to Participation Agreement as of June 26, 2009
		by and among ING Life Insurance and Annuity Company, Fidelity Distributors
		Corporation, Variable Insurance Products Fund, Variable Insurance Products Fund II,
		Variable Insurance Products Fund III, Variable Insurance Products Fund IV and
		Variable Insurance Products Fund V • Incorporated by reference to Post-Effective
		Amendment No. 56 to Registration Statement on Form N-4 (File No. 333-01107), as
		filed on December 18, 2009.
	(8.41)	Letter Agreement dated May 16, 2007 and effective July 2, 2007 between ING Life
		Insurance and Annuity Company, Variable Insurance Products Fund, Variable
		Insurance Products Fund I, Variable Insurance Products Fund II, Variable Insurance
		Product Fund V and Fidelity Distributors Corporation • Incorporated by reference to
		Post-Effective Amendment No. 51 to Registration Statement on Form N-4 (File No.
		033-75962), as filed on July 27, 2007.
	(8.42)	Service Agreement effective as of June 1, 2002 by and between Fidelity Investments
		Institutional Operations Company, Inc. and ING Financial Advisers, LLC •
		Incorporated by reference to Post-Effective Amendment No. 33 to Registration
		Statement on Form N-4 (File No. 033-75988), as filed on August 5, 2004.
	(8.43)	Service Contract effective as of June 1, 2002 and amended on June 20, 2003 by and
		between Directed Services, Inc., ING Financial Advisers, LLC, and Fidelity
		Distributors Corporation • Incorporated by reference to Post-Effective Amendment
		No. 33 to Registration Statement on Form N-4 (File No. 033-75988), as filed on
		August 5, 2004.
	(8.44)	First Amendment effective April 1, 2005 to Service Contract between Fidelity
		Distributors Corporation and ING Financial Advisers, Inc. dated June 1, 2002 and
		amended on June 20, 2003 • Incorporated by reference to Post-Effective Amendment
		No. 47 to Registration Statement on Form N-4 (File No. 033-75962), as filed on
		November 21, 2006.
	(8.45)	Second Amendment effective April 1, 2006 to Service Contract between Fidelity
		Distributors Corporation and ING Financial Advisers, Inc. dated June 1, 2002 and
		amended on June 20, 2003 • Incorporated by reference to Post-Effective Amendment
		No. 47 to Registration Statement on Form N-4 (File No. 033-75962), as filed on
		November 21, 2006.


	(8.46)	Rule 22c-2 Agreement dated no later than April 16, 2007 and is effective as of
		October 16, 2007 between Fidelity Distributors Corporation, ING Life Insurance and
		Annuity Company, ING National Trust, ING USA Annuity and Life Insurance
		Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of
		New York, Security Life of Denver Insurance Company and Systematized Benefits
		Administrators Inc. • Incorporated by reference to Post-Effective Amendment No. 50
		to Registration Statement on Form N-4 (File No. 033-75962), as filed on June 15,
		2007.
	(8.47)	Amended and Restated Participation Agreement as of December 30, 2005 by and
		among Franklin Templeton Variable Insurance Products Trust, Franklin/Templeton
		Distributors, Inc., ING Life Insurance and Annuity Company, ING USA Annuity and
		Life Insurance Company, ReliaStar Life Insurance Company, ReliaStar Life
		Insurance Company of New York and Directed Services, Inc. • Incorporated by
		reference to Post-Effective Amendment No. 17 to Registration Statement on Form N-
		4 (File No. 333-85618), as filed on February 1, 2007.
	(8.48)	Amendment effective June 5, 2007 to Amended and Restated Participation
		Agreement as of December 30, 2005 by and among Franklin Templeton Variable
		Insurance Products Trust, Franklin/Templeton Distributors, Inc., ING Life Insurance
		and Annuity Company, ING USA Annuity and Life Insurance Company, ReliaStar
		Life Insurance Company, ReliaStar Life Insurance Company of New York and
		Directed Services, Inc. • Incorporated by reference to Pre-Effective Amendment No.
		1 to Registration Statement on Form N-4 (File No. 333-139695), as filed on July 6,
		2007.
	(8.49)	Amended and Restated Administrative Services Agreement executed as of October 3,
		2005, between Franklin Templeton Services, LLC, ING Life Insurance and Annuity
		Company, ING Insurance Company of America, ING USA Annuity and Life
		Insurance Company and ReliaStar Life Insurance Company • Incorporated by
		reference to Post-Effective Amendment No. 32 to Registration Statement on Form N-
		4 (File No. 033-81216), as filed on April 11, 2006
	(8.50)	Rule 22c-2 Shareholder Information Agreement (Franklin Templeton Variable
		Insurance Products Trust) entered into as of April 16, 2007 among
		Franklin/Templeton Distributors, Inc., ING Life Insurance and Annuity Company,
		ING USA Annuity and Life Insurance Company, ReliaStar Life Insurance Company
		and ReliaStar Life Insurance Company of New York • Incorporated by reference to
		Post-Effective Amendment No. 50 to Registration Statement on Form N-4 (File No.
		033-75962), as filed on June 15, 2007.
	(8.51)	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 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.


	(8.52)	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), as filed on
		November 21, 2006.
	(8.53)	Participation Agreement dated as of November 28, 2001 among Portfolio Partners,
		Inc., Aetna Life Insurance and Annuity Company and Aetna Investment Services,
		LLC • Incorporated by reference to Post-Effective Amendment No. 30 to
		Registration Statement on Form N-4 (File No. 033-75962), as filed on April 8, 2002.
	(8.54)	Amendment dated March 5, 2002 between Portfolio Partners, Inc. (to be renamed
		ING Partners, Inc. effective May 1, 2002), Aetna Life Insurance and Annuity
		Company (to be renamed ING Life Insurance and Annuity Company effective May
		1, 2002) and Aetna Investment Services LLC (to be renamed ING Financial
		Advisers, LLC) to Participation Agreement dated November 28, 2001 • Incorporated
		by reference to Post-Effective Amendment No. 30 to Registration Statement on Form
		N-4 (File No. 033-75962), as filed on April 8, 2002.
	(8.55)	Amendment dated May 1, 2003 between ING Partners, Inc., ING Life Insurance and
		Annuity Company and ING Financial Advisers, LLC to the Participation Agreement
		dated as of November 28, 2001 and subsequently amended on March 5, 2002 •
		Incorporated by reference to Post-Effective Amendment No. 28 to Registration
		Statement on Form N-4 (File No. 033-75988), as filed on April 10, 2003.
	(8.56)	Amendment dated November 1, 2004 to the Participation Agreement between ING
		Partners, Inc., ING Life Insurance and Annuity Company and ING Financial
		Advisers, LLC dated as of November 28, 2001 and subsequently amended on March
		5, 2002 and May 1, 2003 • Incorporated by reference to Post-Effective Amendment
		No. 20 to Registration Statement on Form N-1A (File No. 333-32575), as filed on
		April 1, 2005.
	(8.57)	Amendment dated April 29, 2005 to the Participation Agreement between ING
		Partners, Inc., ING Life Insurance and Annuity Company and ING Financial
		Advisers, LLC dated as of November 28, 2001 and subsequently amended on March
		5, 2002, May 1, 2003 and November 1, 2004 • Incorporated by reference to Post-
		Effective Amendment No. 32 to Registration Statement on Form N-4 (File No. 033-
		81216), as filed on April 11, 2006.
	(8.58)	Amendment dated August 31, 2005 to the Participation Agreement between ING
		Partners, Inc., ING Life Insurance and Annuity Company and ING Financial
		Advisers, LLC dated November 28, 2001 and subsequently amended on March 5,
		2002, May 1, 2003, November 1, 2004 and April 29, 2005 • Incorporated by
		reference to Post-Effective Amendment No. 32 to Registration Statement on Form N-
		4 (File No. 033-81216), as filed on April 11, 2006.


	(8.59)	Amendment dated December 7, 2005 to the Participation Agreement between ING
		Partners, Inc., ING Life Insurance and Annuity Company and ING Financial
		Advisers, LLC dated as of November 28, 2001 and subsequently amended on March
		5, 2002, May 1, 2003, November 1, 2004, April 29, 2005, and August 31, 2005 •
		Incorporated by reference to Post-Effective Amendment No. 32 to Registration
		Statement on Form N-4 (File No. 033-81216), as filed on April 11, 2006.
	(8.60)	Amendment dated April 28, 2006 to the Participation Agreement between ING
		Partners, Inc., ING Life Insurance and Annuity Company and ING Financial
		Advisers, LLC dated as of November 28, 2001 and subsequently amended on March
		5, 2002, May 1, 2003, November 1, 2004, April 29, 2005, August 31, 2005 and
		December 7, 2005 • Incorporated by reference to Registration Statement on Form N-
		4 (File No. 333-134760), as filed on June 6, 2006.
	(8.61)	Shareholder Servicing Agreement (Service Class Shares) dated as of November 27,
		2001 between Portfolio Partners, Inc. and Aetna Life Insurance and Annuity
		Company • Incorporated by reference to Post-Effective Amendment No. 30 to
		Registration Statement on Form N-4 (File No. 033-75962), as filed on April 8, 2002.
	(8.62)	Amendment dated March 5, 2002 between Portfolio Partners, Inc. (to be renamed
		ING Partners, Inc. effective May 1, 2002) and Aetna Life Insurance and Annuity
		Company (to be renamed ING Life Insurance and Annuity Company effective May
		1, 2002) to the Shareholder Servicing Agreement (Service Class Shares) dated
		November 27, 2001 • Incorporated by reference to Post-Effective Amendment No.
		30 to Registration Statement on Form N-4 (File No. 033-75962), as filed on April 8,
		2002.
	(8.63)	Amendment dated May 1, 2003 by and between ING Partners, Inc. and ING Life
		Insurance and Annuity Company to the Shareholder Servicing Agreement (Service
		Class Shares) dated November 27, 2001, as amended on March 5, 2002 •
		Incorporated by reference to Post-Effective Amendment No. 28 to Registration
		Statement on Form N-4 (File No. 033-75988), as filed on April 10, 2003.
	(8.64)	Amendment dated November 1, 2004 to the Shareholder Servicing Agreement
		(Service Class Shares) by and between ING Partners, Inc. and ING Life Insurance
		and Annuity Company dated November 27, 2001, as amended on March 5, 2002 and
		May 1, 2003 • Incorporated by reference to Initial Registration Statement on Form
		N-4 (File No.333-134760), as filed on June 6, 2006.
	(8.65)	Amendment dated April 29, 2005 to the Shareholder Servicing Agreement (Service
		Class Shares) by and between ING Partners, Inc. and ING Life Insurance and
		Annuity Company dated November 27, 2001, and amended on March 5, 2002, May
		1, 2003 and November 1, 2004 • Incorporated by reference to Post Effective
		Amendment No. 32 to Registration Statement on Form N-4 (File No. 033-81216), as
		filed on April 11, 2006.


	(8.66)	Amendment dated December 7, 2005 to the Shareholder Servicing Agreement
		(Service Class Shares) by and between ING Partners, Inc. and ING Life Insurance
		and Annuity Company dated November 27, 2001, and amended on March 5, 2002,
		May 1, 2003, November 1, 2004 and April 29, 2005 • Incorporated by reference to
		Initial Registration Statement on Form N-4 (File No.333-134760), as filed on June 6,
		2006.
	(8.67)	Amendment dated April 28, 2006 to the Shareholder Servicing Agreement (Service
		Class Shares) by and between ING Partners, Inc. and ING Life Insurance and
		Annuity Company dated November 27, 2001, and amended on March 5, 2002, May
		1, 2003, November 1, 2004, April 29, 2005 and December 7, 2005 • Incorporated by
		reference to Initial Registration Statement on Form N-4 (File No. 333-134760), as
		filed on June 6, 2006.
	(8.68)	Fund Participation Agreement dated as of May 1, 1998 by and among Aetna Life
		Insurance and Annuity Company and Aetna Variable Fund, Aetna Variable Encore
		Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of
		each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its series,
		Aetna Variable Portfolios, Inc. on behalf of each of its series and Aeltus Investment
		Management, Inc. • Incorporated by reference to Registration Statement on Form N-
		4 (File No. 333-56297), as filed on June 8, 1998.
	(8.69)	Amendment dated November 9, 1998 to Fund Participation Agreement dated as of
		May 1, 1998 by and among Aetna Life Insurance and Annuity Company and Aetna
		Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced
		VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation
		Portfolios, Inc. on behalf of each of its series, Aetna Variable Portfolios, Inc. on
		behalf of each of its series and Aeltus Investment Management, Inc. • Incorporated
		by reference to Post-Effective Amendment No. 2 to Registration Statement on Form
		N-4 (File No. 333-56297), as filed on December 14, 1998.
	(8.70)	Second Amendment dated December 31, 1999 to Fund Participation Agreement
		dated as of May 1, 1998 and amended on November 9, 1998 by and among Aetna
		Life Insurance and Annuity Company and Aetna Variable Fund, Aetna Variable
		Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on
		behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its
		series, Aetna Variable Portfolios, Inc. on behalf of each of its series and Aeltus
		Investment Management, Inc. • Incorporated by reference to Post-Effective
		Amendment No. 19 to Registration Statement on Form N-4 (File No. 333-01107), as
		filed on February 16, 2000.


	(8.71)	Third Amendment dated February 11, 2000 to Fund Participation Agreement dated as
		of May 1, 1998 and amended on November 9, 1998 and December 31, 1999 by and
		among Aetna Life Insurance and Annuity Company and Aetna Variable Fund, Aetna
		Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET
		Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf of
		each of its series, Aetna Variable Portfolios, Inc. on behalf of each of its series and
		Aeltus Investment Management, Inc. • Incorporated by reference to Post-Effective
		Amendment No. 20 to Registration Statement on Form N-4 (File No. 333-01107), as
		filed on April 4, 2000.
	(8.72)	Fourth Amendment dated May 1, 2000 to Fund Participation Agreement dated as of
		May 1, 1998 and amended on November 9, 1998, December 31, 1999 and February
		11, 2000 by and among Aetna Life Insurance and Annuity Company and Aetna
		Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced
		VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation
		Portfolios, Inc. on behalf of each of its series, Aetna Variable Portfolios, Inc. on
		behalf of each of its series and Aeltus Investment Management, Inc. • Incorporated
		by reference to Post-Effective Amendment No. 20 to Registration Statement on Form
		N-4 (File No. 333-01107), as filed on April 4, 2000.
	(8.73)	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 Generation
		Portfolios, Inc. on behalf of each of its series, Aetna Variable Portfolios, Inc. on
		behalf of each of its series and Aeltus Investment Management, Inc. • Incorporated
		by reference to Post-Effective Amendment No. 24 to Registration Statement on Form
		N-4 (File No. 333-01107), as filed on April 13, 2001.
	(8.74)	Sixth Amendment dated as of June 19, 2001 to Fund Participation Agreement dated
		as of May 1, 1998 and amended on November 9, 1998, December 31, 1999, February
		11, 2000, May 1, 2000 and February 27, 2001 among Aetna Life Insurance and
		Annuity Company, Aeltus Investment Management, Inc. and Aetna Variable Fund,
		Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna
		GET Fund, on behalf of each of its series, Aetna Generation Portfolios, Inc. on behalf
		of each of its series and Aetna Variable Portfolios, Inc. on behalf of each of its series
		• Incorporated by reference to Post-Effective Amendment No. 32 to Registration
		Statement on Form N-4 (File No. 033-75988), as filed on April 13, 2004.


	(8.75)	Service Agreement effective as of May 1, 1998 between Aeltus Investment
		Management, Inc. and Aetna Life Insurance and Annuity Company in connection
		with the sale of shares of Aetna Variable Fund, Aetna Variable Encore Fund, Aetna
		Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its
		series, Aetna Generation Portfolios, Inc. on behalf of each of its series and Aetna
		Variable Portfolios, Inc. on behalf of each of its series • Incorporated by reference to
		Registration Statement on Form N-4 (File No. 333-56297), as filed on June 8, 1998.
	(8.76)	Amendment dated November 4, 1998 and effective as of October 15, 1998 to Service
		Agreement effective as of May 1, 1998 between Aeltus Investment Management, Inc.
		and Aetna Life Insurance and Annuity Company in connection with the sale of shares
		of Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna
		Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation
		Portfolios, Inc. on behalf of each of its series and Aetna Variable Portfolios, Inc. on
		behalf of each of its series • Incorporated by reference to Post-Effective Amendment
		No. 2 to Registration Statement on Form N-4 (File No. 333-56297), as filed on
		December 14, 1998.
	(8.77)	Second Amendment dated February 11, 2000 to Service Agreement effective as of
		May 1, 1998 and amended on November 4, 1998 between Aeltus Investment
		Management, Inc. and Aetna Life Insurance and Annuity Company in connection
		with the sale of shares of Aetna Variable Fund, Aetna Variable Encore Fund, Aetna
		Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its
		series, Aetna Generation Portfolios, Inc. on behalf of each of its series and Aetna
		Variable Portfolios, Inc. on behalf of each of its series • Incorporated by reference to
		Post-Effective Amendment No. 20 to Registration Statement on Form N-4 (File No.
		333-01107), as filed on April 4, 2000.
	(8.78)	Third Amendment dated May 1, 2000 to Service Agreement effective as of May 1,
		1998 and amended on November 4, 1998 and February 11, 2000 between Aeltus
		Investment Management, Inc. and Aetna Life Insurance and Annuity Company in
		connection with the sale of shares of Aetna Variable Fund, Aetna Variable Encore
		Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of
		each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its series and
		Aetna Variable Portfolios, Inc. on behalf of each of its series • Incorporated by
		reference to Post-Effective Amendment No. 20 to Registration Statement on Form N-
		4 (File No. 333-01107), as filed on April 4, 2000.


	(8.79)	Fourth Amendment dated as of June 26, 2001 to Service Agreement with Investment
		Advisor effective as of May 1, 1998, as amended on November 4, 1998, February 11,
		2000 and May 1, 2000 between Aeltus Investment Management, Inc. and Aetna Life
		Insurance and Annuity Company in connection with the sale of shares of Aetna
		Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced
		VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation
		Portfolios, Inc. on behalf of each of its series and Aetna Variable Portfolios, Inc. on
		behalf of each of its series • Incorporated by reference to Post-Effective Amendment
		No. 32 to Registration Statement on Form N-4 (File No. 033-75988), as filed on
		April 13, 2004.
	(8.80)	Fund Participation Agreement dated as of May 1, 2001 among Pilgrim Variable
		Products Trust, Aetna Life Insurance and Annuity Company and ING Pilgrim
		Securities, Inc. • Incorporated by reference to Post-Effective Amendment No. 26 to
		Registration Statement on Form N-4 (File No. 333-01107), as filed on July 13, 2001.
	(8.81)	Amendment dated August 30, 2002 between ING Life Insurance and Annuity
		Company, ING Variable Products Trust (formerly known as Pilgrim Variable
		Products Trust) and ING Funds Distributor to Fund Participation Agreement dated
		May 1, 2001 • Incorporated by reference to Post-Effective Amendment No. 28 to
		Registration Statement on Form N-4 (File No. 033-75988), as filed on April 10,
		2003.
	(8.82)	Administrative and Shareholder Services Agreement dated April 1, 2001 between
		ING Funds Services, LLC and ING Life Insurance and Annuity Company
		(Administrator for ING Variable Products Trust) • Incorporated by reference to
		Post-Effective Amendment No. 28 to Registration Statement on Form N-4 (File No.
		033-75988), as filed on April 10, 2003.
	(8.83)	Rule 22c-2 Agreement dated no later than April 16, 2007 is effective October 16,
		2007 between ING Funds Services, LLC, ING Life Insurance and Annuity Company,
		ING National Trust, ING USA Annuity and Life Insurance Company, ReliaStar Life
		Insurance Company, ReliaStar Life Insurance Company of New York, Security Life
		of Denver Insurance Company and Systematized Benefits Administrators Inc. •
		Incorporated by reference to Post-Effective Amendment No. 50 to Registration
		Statement on Form N-4 (File No. 033-75962), as filed on June 15, 2007.
	(8.84)	(Retail) Selling and Services Agreement and Fund Participation Agreement dated
		December 29, 2006 by and among ING Life Insurance and Annuity Company, ING
		Financial Advisers, LLC, Ameriprise Financial Services, Inc. and RiverSource
		Service Corporation • Incorporated by reference to Post-Effective Amendment No. 3
		to Registration Statement on Form N-4 (File No. 333-130822), as filed on April 11,
		2008.
	(8.85)	(Retail) First Amendment dated July 1, 2007 by and among Ameriprise Financial
		Services, Inc., RiverSource Service Corporation, RiverSource Distributors, Inc., ING
		Life Insurance and Annuity Company and ING Financial Advisers, LLC •
		Incorporated by reference to Post-Effective Amendment No. 5 to Registration
		Statement on Form N-4 (File No. 333-130822), as filed on April 9, 2009.


	(8.86)	(Retail) Second Amendment dated January 1, 2009 by and among ING Life
		Insurance and Annuity Company, ING Institutional Plan Services, LLP, ING
		Financial Advisers, LLC, RiverSource Service Corporation and RiverSource
		Distributors, Inc. • Incorporated by reference to Post-Effective Amendment No. 5 to
		Registration Statement on Form N-4 (File No. 333-130822), as filed on April 9,
		2009.
	(8.87)	(Retail) Side Letter dated March 26, 2009 and effective June 12, 2009 to Selling and
		Services Agreement and Fund Participation Agreement dated December 29, 2006 by
		and among ING Life Insurance and Annuity Company, ING Institutional Plan
		Services, LLC, ING Financial Advisers, LLC, RiverSource Corporation and
		RiverSource Distributors, Inc. • Incorporated by reference to Post-Effective
		Amendment No. 56 to Registration Statement on Form N-4 (File No. 333-01107), as
		filed on December 18, 2009.
	(8.88)	Rule 22c-2 Agreement dated April 16, 2007 and is effective as of October 16, 2007
		between RiverSource Service Corporation, ING Life Insurance and Annuity
		Company, ING National Trust, ING USA Annuity and Life Insurance Company,
		ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York,
		Security Life of Denver Insurance Company and Systematized Benefits
		Administrators Inc. • Incorporated by reference to Post-Effective Amendment No. 3
		to Registration Statement on Form N-4 (File No. 333-130822), as filed on April 11,
		2008.
	(8.89)	(Retail) Selling and Services Agreement and Fund Participation Agreement dated
		September 26, 2005 by and among ING Life Insurance and Annuity Company, ING
		Financial Advisers, LLC and Columbia Management Distributors, Inc. •
		Incorporated by reference to Post-Effective Amendment No. 3 to Registration
		Statement on Form N-4 (File No. 333-130822), as filed on April 11, 2008.
	(8.90)	First Amendment dated April 1, 2008 to Selling and Services and Fund Participation
		Agreement effective as of September 26, 2005 by and among ING Life Insurance and
		Annuity Company, ING Financial Advisers, LLC and Columbia Management
		Distributors, Inc. • Incorporated by reference to Post-Effective Amendment No. 11 to
		Registration Statement on Form N-4 (File No. 333-109860), as filed on December
		15, 2008.
	(8.91)	Second Amendment dated February 18, 2009 by and among ING Life Insurance and
		Annuity Company, ING Institutional Plan Services, LLP, ING Financial Advisers,
		LLC, Columbia Management Distributors, Inc. and Columbia Management Services,
		Inc. to the Selling and Services Agreement and Fund Participation Agreement dated
		as of September 26, 2005 and amended on April 1, 2008 • Incorporated by reference
		to Post-Effective Amendment No. 5 to Registration Statement on Form N-4 (File No.
		333-130822), as filed on April 9, 2009.


	(8.92)	Fund Participation Agreement effective as of May 1, 2004 between Wanger Advisors
		Trust, Columbia Wanger Asset Management, LP, ING Life Insurance and Annuity
		Company and ReliaStar Life Insurance Company • Incorporated by reference to
		Post-Effective Amendment No. 38 to Registration Statement on Form N-4 (File No.
		333-01107), as filed on February 11, 2005.
	(8.93)	Service Agreement with Investment Adviser effective as of May 1, 2004 between
		Columbia Wanger Asset Management, LP, ING Life Insurance and Annuity
		Company, ING Insurance Company of America, and ReliaStar Life Insurance
		Company • Incorporated by reference to Post-Effective Amendment No. 38 to
		Registration Statement on Form N-4 (File No. 333-01107), as filed on February 11,
		2005.
	(8.94)	First Amendment dated May 7, 2007 to Fund Participation Agreement effective as of
		May 1, 2004 between Columbia Wanger Asset Management, LP, Wanger Advisors
		Trust, ING Life Insurance and Annuity Company and ReliaStar Life Insurance
		Company • Incorporated by reference to Post-Effective Amendment No. 53 to
		Registration Statement on Form N-4 (File No. 333-01107), as filed on August 18,
		2008.
	(8.95)	Rule 22c-2 Agreement dated April 16, 2007 and is effective as of October 16, 2007
		among Columbia Management Services, Inc., ING Life Insurance and Annuity
		Company, ING National Trust, ING USA Annuity and Life Insurance Company,
		ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York,
		Security Life of Denver Life Insurance Company and Systematized Benefits
		Administrators Inc. • Incorporated by reference to Post-Effective Amendment No. 3
		to Registration Statement on Form N-4 (File No. 333-134760), as filed on July 27,
		2007.
	(8.96)	(Retail) Master Shareholder Services Agreement effective as of August 28, 2000
		among Franklin Templeton Distributors, Inc., Franklin Templeton Investor Services,
		Inc., and Aetna Life Insurance and Annuity Company • Incorporated by reference to
		Post-Effective Amendment No. 1 to Registration Statement on Form N-4 (File No.
		333-109860), as filed on April 16, 2004.
	(8.97)	(Retail) Amendment dated November 21, 2000 to Master Shareholder Services
		Agreement effective as of August 28, 2000 among Franklin Templeton Distributors,
		Inc., Franklin Templeton Investor Services, Inc., and Aetna Life Insurance and
		Annuity Company • Incorporated by reference to Post-Effective Amendment No. 1
		to Registration Statement on Form N-4 (File No. 333-109860), as filed on April 16,
		2004.
	(8.98)	(Retail) Second Amendment effective as of February 1, 2002 to Master Shareholder
		Services Agreement effective as of August 28, 2000 among Franklin Templeton
		Distributors, Inc., Franklin Templeton Investor Services, Inc., and Aetna Life
		Insurance and Annuity Company • Incorporated by reference to Post-Effective
		Amendment No. 1 to Registration Statement on Form N-4 (File No. 333-109860), as
		filed on April 16, 2004.


	(8.99)	(Retail) Third Amendment effective as of May 1, 2004 to Master Shareholder
		Services Agreement effective as of August 28, 2000, as amended on February 1,
		2002 among Franklin Templeton Distributors, Inc., Franklin Templeton Investor
		Services, Inc., and Aetna Life Insurance and Annuity Company • Incorporated by
		reference to Pre-Effective Amendment No. 40 to Registration Statement on Form N-
		4 (File No. 333-01107), as filed on October 24, 2005.
	(8.100)	Rule 22c-2 Shareholder Information Agreement entered into as of April 16, 2007
		among Franklin/Templeton Distributors, Inc., ING Life Insurance and Annuity
		Company, ING USA Annuity and Life Insurance Company, ReliaStar Life Insurance
		Company and ReliaStar Life Insurance Company of New York • Incorporated by
		reference to Post-Effective Amendment No. 3 to Registration Statement on Form N-4
		(File No. 333-134760), as filed on July 27, 2007.
	(8.101)	Parnassus Selling and Services Agreement and Fund Participation Agreement dated
		2008 by and between ING Life Insurance and Annuity Company, ING Financial
		Advisers, LLC, and Parnassus Funds Distributor
	(8.102)	Rule 22c-2 Agreement made and entered as of this 1 day of September, 2008
		between Parnassus Funds Distributors and 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
		and Systematized Benefits Administrators Inc.
	(9)	Opinion and Consent of Counsel*
	(10)	Consent of Independent Registered Public Accounting Firm*
	(11)	Not applicable
	(12)	Not applicable
	(13.1)	Powers of Attorney
	(13.2)	Authorization for Signatures • Incorporated by reference to Post-Effective
		Amendment No. 5 to Registration Statement on Form N-4 (File No. 033-75986), as
		filed on April 12, 1996.

*To be filed by pre-effective amendment

Item 25. Directors and Officers of the Depositor*


Name and Principal	Positions and Offices with
Business Address	Depositor
Catherine H. Smith¹	President and Director
Thomas J. McInerney¹	Director and Chairman
Donald W. Britton²	Director
Lynne R. Ford³	Executive Vice President
Robert G. Leary³	Director
Michael S. Smith⁴	Director
Ewout L. Steenbergen³	Director, Executive Vice President and Chief
	Financial Officer
Steven T. Pierson²	Senior Vice President and Chief Accounting Officer
Boyd G. Combs²	Senior Vice President, Tax
Brian D. Comer¹	Senior Vice President
Ralph R. Ferraro¹	Senior Vice President
Mark B. Kaye⁴	Senior Vice President
Richard T. Mason¹	Senior Vice President
Shaun P. Mathews⁵	Senior Vice President
Timothy T. Matson¹	Senior Vice President
David S. Pendergrass²	Senior Vice President and Treasurer
Ronald R. Barhorst¹	Vice President
Bradley E. Barks²	Vice President
M. Bishop Bastien	Vice President
980 Ninth Street
Sacramento, CA 95814
Jeoffrey A. Block⁶	Vice President


Name and Principal	Positions and Offices with
Business Address	Depositor
Dianne Bogoian¹	Vice President
Mary A. Broesch⁴	Vice President and Actuary
Cynthia M. Brooks²	Vice President
Kevin P. Brown¹	Vice President
Anthony V. Camp¹	Vice President
Kevin L. Christensen⁶	Vice President
Nancy D. Clifford¹	Vice President
Ida I. Colon¹	Vice President and Chief Compliance Officer
Matthew L. Condos¹	Vice President and Actuary
Patricia M. Corbett⁶	Vice President
Kimberly Curley⁷	Vice President and Actuary
William Delahanty²	Vice President
Joseph Elmy²	Vice President, Tax
Patricia L. Engelhardt¹	Vice President
Ronald E. Falkner¹	Vice President, Corporate Real Estate
John P. Foley²	Vice President, Investments
Julie A. Foster⁶	Vice President
Molly A. Garrett¹	Vice President
Robert A. Garrey¹	Vice President
Lisa S. Gilarde¹	Vice President
Brian K. Haendiges¹	Vice President
Daniel P. Hanlon¹	Vice President
Thomas N. Hanson⁴	Vice President


Name and Principal	Positions and Offices with
Business Address	Depositor
Terry D. Harrell	Vice President
7695 N. High Street
Columbus, OH 43235
Christine Hurtsellers²	Vice President
Mark E. Jackowitz	Vice President
22 Century Hill Drive, Suite 101
Latham, NY 12110
William S. Jasien	Vice President
12701 Fair Lakes Circle, Ste. 470
Fairfax, VA 22033
David A. Kelsey¹	Vice President
Kenneth E. Lacy²	Vice President
Richard K. Lau⁴	Vice President and Actuary
William H. Leslie, IV¹	Vice President and Actuary
Frederick C. Litow²	Vice President
Laurie A. Lombardo¹	Vice President
William L. Lowe¹	Vice President
Alan S. Lurty⁴	Vice President
Christopher P. Lyons²	Vice President, Investments
Gilbert E. Mathis²	Vice President, Investments
Gregory R. Michaud²	Vice President, Investments
Paul L. Mistretta²	Vice President
Pamela L. Mulvey¹	Vice President
Brian J. Murphy¹	Vice President
Michael J. Murphy⁴	Vice President
Todd E. Nevenhoven⁶	Vice President


Name and Principal	Positions and Offices with
Business Address	Depositor
Tracey Polsgrove¹	Vice President and Actuary
Deborah J. Prickett⁶	Vice President
Robert A. Richard¹	Vice President
Linda E. Senker⁴	Vice President, Compliance
Spencer T. Shell²	Vice President, Assistant Treasurer and Assistant
	Secretary
Frank W. Snodgrass	Vice President
9020 Overlook Blvd.
Brentwood, TN 37027
Christina M. Starks	Vice President
2000 21^stAvenue NW
Minot, North Dakota 58703
Carl P. Steinhilber¹	Vice President
Sandra L. Stokley⁶	Vice President
Alice Su⁴	Vice President and Actuary
Lisa A. Thomas¹	Vice President and Appointed Actuary
Eugene M. Trovato¹	Vice President
Mary A. Tuttle⁷	Vice President
William J. Wagner⁷	Vice President
Kurt W. Wassenar²	Vice President, Investments
Christopher R. Welp⁶	Vice President
Mary Bebe Wilkinson³	Vice President
Kristi L. Wohlwend⁶	Vice President, Compliance
Scott N. Shepherd¹	Actuary
Joy M. Benner⁸	Secretary
Armand Aponte³	Assistant Secretary


Name and Principal	Positions and Offices with
Business Address	Depositor
Eric G. Banta⁷	Assistant Secretary
Jane A. Boyle¹	Assistant Secretary
Linda H. Freitag²	Assistant Secretary
Beth Halberstadt⁹	Assistant Secretary
Daniel F. Hinkel²	Assistant Secretary
Joseph D. Horan²	Assistant Secretary
Megan A. Huddleston¹	Assistant Secretary
Rita J. Kummer²	Assistant Secretary
Susan A. Masse¹	Assistant Secretary
Terri W. Maxwell²	Assistant Secretary
James M. May, III²	Assistant Secretary
James Mayer⁹	Assistant Secretary
Tina M. Nelson⁸	Assistant Secretary
Melissa A. O’Donnell⁸	Assistant Secretary
Randall K. Price⁷	Assistant Secretary
Patricia M. Smith¹	Assistant Secretary
Susan M. Vega⁸	Assistant Secretary
David L. Weiss¹	Assistant Secretary
Diane I. Yell¹⁰	Assistant Secretary
Terry L. Owens²	Tax Officer
James H. Taylor²	Tax Officer

*	These individuals may also be directors and/or officers of other affiliates of the Company.
1	The principal business address of these directors and these officers is One Orange Way Windsor, Connecticut 06095.

2	The principal business address of this director and these officers is 5780 Powers Ferry Road,
	N.W., Atlanta, Georgia 30327.
3	The principal business address of these directors and these officers is 230 Park Avenue,
	New York, New York 10169.
4	The principal business address of this director and these officers is 1475 Dunwoody Drive,
	West Chester, Pennsylvania 19380-1478.
5	The principal business address of this officer is 10 State House Square, Hartford,
	Connecticut 06103.
6	The principal business address of these officers is 909 Locust Street, Des Moines, Iowa
	50309.
7	The principal business address of these officers is 1290 Broadway, Denver, Colorado
	80203.
8	The principal business address of these officers is 20 Washington Avenue South,
	Minneapolis, Minnesota 55401.
9	The principal business address of these officers is One Heritage Drive, North Quincy,
	Massachusetts 02171-2105.
10	The principal address of this officer is 100 Washington Square, Minneapolis, Minnesota
	55401.

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

Incorporated herein by reference to Item 28 in Post-Effective Amendment No. 28 to Registration
Statement on Form N-6 for Select*Life Variable Account of ReliaStar Life Insurance Company
(File No. 033-57244), as filed with the Securities and Exchange Commission on April 6, 2010.

Item 27. Number of Contract Owners

As of May 30, 2010 there were 687,145 individuals holding interests in variable annuity
contracts funded through Variable Annuity Account C of ING Life Insurance and Annuity
Company.

Item 28. Indemnification

Section 33-779 of the Connecticut General Statutes (“CGS”) provides that a corporation may
provide indemnification of or advance expenses to a director, officer, employee or agent only as
permitted by Sections 33-770 to 33-778, inclusive, of the CGS. Reference is hereby made to
Section 33-771(e) of the CGS regarding indemnification of directors and Section 33-776(d) of
CGS regarding indemnification of officers, employees and agents of Connecticut corporations.
These statutes provide in general that Connecticut corporations incorporated prior to January 1,
1997 shall, except to the extent that their certificate of incorporation expressly provides
otherwise, indemnify their directors, officers, employees and agents against “liability” (defined
as the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed
with respect to an employee benefit plan, or reasonable expenses incurred with respect to a
proceeding) when (1) a determination is made pursuant to Section 33-775 that the party seeking
indemnification has met the standard of conduct set forth in Section 33-771 or (2) a court has
determined that indemnification is appropriate pursuant to Section 33-774.

Under Section 33-775, the determination of and the authorization for indemnification are made
(a) by two or more disinterested directors, as defined in Section 33-770(3); (b) by special legal
counsel; (c) by the shareholders; or (d) in the case of indemnification of an officer, agent or
employee of the corporation, by the general counsel of the corporation or such other officer(s) as
the board of directors may specify. Also, Section 33-772 with Section 33-776 provide that a
corporation shall indemnify an individual who was wholly successful on the merits or otherwise
against reasonable expenses incurred by him in connection with a proceeding to which he was a
party because he is or was a director, officer, employee, or agent of the corporation. Pursuant to
Section 33-771(d), in the case of a proceeding by or in the right of the corporation or with
respect to conduct for which the director, officer, agent or employee was adjudged liable on the
basis that he received a financial benefit to which he was not entitled, indemnification is limited
to reasonable expenses incurred in connection with the proceeding against the corporation to
which the individual was named a party.

A corporation may procure indemnification insurance on behalf of an individual who is or was a
director of the corporation. Consistent with the laws of the State of Connecticut, ING America
Insurance Holdings, Inc. maintains Professional Liability and fidelity bond insurance policies
issued by an international insurer. The policies cover ING America Insurance Holdings, Inc. and
any company in which ING America Insurance Holdings, Inc. has a controlling financial interest
of 50% or more. These policies include the principal underwriter, as well as the depositor and
any/all assets under the care, custody and control of ING America Insurance Holdings, Inc.
and/or its subsidiaries. The policies provide for the following types of coverage: errors and
omissions/professional liability, employment practices liability and fidelity/crime.

Section 20 of the ING Financial Advisers, LLC Limited Liability Company Agreement executed
as of November 28, 2000 provides that ING Financial Advisers, LLC will indemnify certain
persons against any loss, damage, claim or expenses (including legal fees) incurred by such
person if he is made a party or is threatened to be made a party to a suit or proceeding because he
was a member, officer, director, employee or agent of ING Financial Advisers, LLC, as long as
he acted in good faith on behalf of ING Financial Advisers, LLC and in a manner reasonably
believed to be within the scope of his authority. An additional condition requires that no person
shall be entitled to indemnity if his loss, damage, claim or expense was incurred by reason of his
gross negligence or willful misconduct. This indemnity provision is authorized by and is
consistent with Title 8, Section 145 of the General Corporation Law of the State of Delaware.

Item 29. Principal Underwriter

(a)

In addition to serving as the principal underwriter for the Registrant, ING Financial
Advisers, LLC acts as the principal underwriter for Variable Life Account B of ING Life
Insurance and Annuity Company (ILIAC), Variable Annuity Account B of ILIAC,
Variable Annuity Account I of ILIAC and Variable Annuity Account G of ILIAC (separate
accounts of ILIAC registered as unit investment trusts under the 1940 Act). ING Financial
Advisers, LLC is also the principal underwriter for (i) Separate Account N of ReliaStar
Life Insurance Company (RLIC) (a separate account of RLIC registered as a unit
investment trust under the 1940 Act.), (ii) ReliaStar Select Variable Account of ReliaStar
Life Insurance Company (a separate account of RLIC registered as a unit investment trusts
under the 1940 Act), (iii) MFS ReliaStar Variable Account (a separate account of RLIC
registered as a unit investment trusts under the 1940 Act), (iv) Northstar Variable Account
(a separate account of RLIC registered as a unit investment trusts under the 1940 Act) (v)
ReliaStar Life Insurance Company of New York Variable Annuity Funds A, B, C (a
management investment company registered under the 1940 Act), (vi) ReliaStar Life
Insurance Company of New York Variable Annuity Funds D, E, F, G, H, I (a management
investment company registered under the 1940 Act), (vii) ReliaStar Life Insurance
Company of New York Variable Annuity Funds M, P, and Q (a management investment
company registered under the1940 Act), and (viii) ReliaStar Life Insurance Company of
New York Variable Annuity Funds M P (a management investment company registered
under the1940 Act).

(b)

The following are the directors and officers of the Principal Underwriter:


Name and Principal	Positions and Offices with
Business Address	Principal Underwriter
Ronald R. Barhorst	Director and President
4225 Executive Square
La Jolla, California 92037
Randall L. Ciccati¹	Director
Brian D. Comer¹	Director and Senior Vice President
William Wilcox¹	Director
Boyd G. Combs²	Senior Vice President, Tax
Daniel P. Hanlon¹	Senior Vice President
William Jasien³	Senior Vice President
M. Bishop Bastien	Vice President
980 Ninth Street
Sacramento, CA 95814


Name and Principal	Positions and Offices with
Business Address	Principal Underwriter

Nancy B. Bocella¹	Vice President
Dianne Bogoian¹	Vice President
Anthony V. Camp, Jr.¹	Vice President
Mary Kathleen Carey-Reid¹	Vice President
Nancy D. Clifford¹	Vice President
Chris Cokinis⁴	Vice President
William P. Elmslie	Vice President
New York, New York
Joseph J. Elmy²	Vice President, Tax
Brian K. Haendiges¹	Vice President
Bernard P. Heffernon	Vice President
10740 Nall Ave., Ste. 120
Overland Park, KS 66211
Mark E. Jackowitz	Vice President
22 Century Hill Dr., Ste 101
Latham, NY 12110
Dave Kaherl¹	Vice President
David Kelsey¹	Vice President
Barbara Kesterson⁴	Vice President
Christina Lareau¹	Vice President
George D. Lessner, Jr.	Vice President
Richardson, Texas
Katherine E. Lewis	Vice President
2675 N Mayfair Road, Ste. 501
Milwaukee, WI 53226
David J. Linney	Vice President
2900 N. Loop W., Ste. 180
Houston, TX 77092
Frederick C. Litow²	Vice President


Name and Principal	Positions and Offices with
Business Address	Principal Underwriter
Mark R. Luckinbill	Vice President
2841 Plaza Place, Ste. 210
Raleigh, NC 27612
Richard T. Mason¹	Vice President
Pamela L. Mulvey¹	Vice President
Brian J. Murphy¹	Vice President
Scott T. Neeb	Vice President
4600 Ulster Street
Denver, CO 80237
David Pendergrass²	Vice President and Treasurer
Ethel Pippin¹	Vice President
Michael J. Pise¹	Vice President
Spencer T. Shell²	Vice President and Assistant Treasurer
Frank W. Snodgrass	Vice President
150 4^thAve., N., Ste. 410
Nashville, TN 37219
Christina M. Starks	Vice President
2000 21^stAvenue NW
Minot, North Dakota 58703
Carl P. Steinhilber¹	Vice President
S. Bradford Vaughan, Jr.	Vice President
601 Union St., Ste. 810
Seattle, WA 98101
Judeen T. Wrinn¹	Vice President
Nancy S. Stillman¹	Assistant Vice President
William Wilcox¹	Chief Compliance Officer
Kristin H. Hultgren¹	Chief Financial Officer
Joy M. Benner⁵	Secretary
John Cecere¹	Assistant Secretary


Name and Principal	Positions and Offices with
Business Address	Principal Underwriter
Tina M. Nelson⁵	Assistant Secretary
Melissa A. O’Donnell⁵	Assistant Secretary
Randall K. Price⁵	Assistant Secretary
Susan M. Vega⁵	Assistant Secretary
Glenn A. Black²	Tax Officer
Terry L. Owens²	Tax Officer
James H. Taylor²	Tax Officer

1	The principal business address of these directors and these officers is One Orange Way, Windsor, Connecticut 06095-4774.
2	The principal business address of these officers is 5780 Powers Ferry Road, N.W., Atlanta, Georgia 30327.
3	The principal business address of these officers is 12701 Fair Lakes Circle, Suite 470, Fairfax, Virginia 22033.
4	The principal business address of these officers is 909 Locust Street, Des Moines, Iowa 50309.
5	The principal business address of these officers is 20 Washington Avenue South, Minneapolis, Minnesota 55401.
(c)	Compensation to Principal Underwriter during last fiscal year:


(1)	(2)	(3)	(4)	(5)
Name of	Net Underwriting	Compensation
Principal	Discounts and	on Redemption	Brokerage
Underwriter	Commissions	or Annuitization	Commissions	Compensation*

ING Financial				$44,259,566.54
Advisers, LLC

*	Reflects compensation paid to ING Financial Advisers, LLC attributable to regulatory and operating expenses associated with the distribution of all registered variable annuity products issued by Variable Annuity Account C of ING Life Insurance and Annuity Company during 2009.

Item 30. Location of Accounts and Records

All accounts, books and other documents required to be maintained by Section 31(a) of the 1940
Act and the rules under it relating to the securities described in and issued under this Registration
Statement are maintained by ING Life Insurance and Annuity Company at One Orange Way,
Windsor, Connecticut 06095-4774 and at ING Americas at 5780 Powers Ferry Road, Atlanta,
Georgia 30327-4390.

Item 31. Management Services

Not applicable

Item 32. Undertakings

Registrant hereby undertakes:

(a)	to file a post-effective amendment to this registration statement on Form N-4 as frequently as is necessary to ensure that the audited financial statements in the registration statement are never more than sixteen months old for as long as payments under the variable annuity contracts may be accepted;
(b)	to include as part of any application to purchase a contract offered by a prospectus which is part of this registration statement on Form N-4, a space that an applicant can check to request a Statement of Additional Information;
(c)	to deliver any Statement of Additional Information and any financial statements required to be made available under this Form N-4 promptly upon written or oral request; and

The Company hereby represents that it is relying upon and complies with the provisions of
Paragraphs (1) through (4) of the SEC Staff’s No-Action Letter dated November 28, 1988 with
respect to language concerning withdrawal restrictions applicable to plans established pursuant
to Section 403(b) of the Internal Revenue Code. See American Council of Life Insurance; SEC
No-Action letter, [1988 WL 1235221 *13 (S.E.C.)].

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

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


SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, Variable Annuity Account C of ING Life Insurance and Annuity Company, has duly caused this Registration Statement on Form N-4 to be signed on its behalf by the undersigned, thereunto duly authorized in the Town of Windsor, State of Connecticut, on this 22^nd day of June, 2010.




By:	VARIABLE ANNUITY ACCOUNT C (REGISTRANT)

By:	ING LIFE INSURANCE AND ANNUITY COMPANY (DEPOSITOR)


By:	/s/ Catherine H. Smith
	Catherine H. Smith President (principal executive officer)


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









Signatures		Titles

/s/ Catherine H. Smith			June ___, 2010
Catherine H. Smith		President and Director (principal executive officer)


/s/ Thomas J. McInerney			June 1, 2010
Thomas J. McInerney		Director and Chairman

/s/ Ewout L. Steenbergen			June 8, 2010
Ewout L. Steenbergen		Director, Executive Vice President and Chief Financial Officer (principal financial officer)


/s/ Steven T. Pierson			June 2, 2010
Steven T. Pierson		Senior Vice President and Chief Accounting Officer (principal accounting officer)


/s/ Donald W. Britton			June 7, 2010
Donald W. Britton		Director

/s/ Lynne R. Ford			June 3, 2010
Lynne R. Ford		Director and Executive Vice President

/s/ Robert G. Leary			June 2, 2010
Robert G. Leary		Director

/s/ Michael S. Smith			June 2, 2010
Michael S. Smith		Director

State of New York
County of New York

On the 2nd day of June in the year 2010, before me, the undersigned, personally appeared Robert G. Leary; and on
the 3rd day of June in the year 2010, before me, the undersigned, personally appeared Lynne R. Ford; and on the 8th
day of June in the year 2010, before me, the undersigned, personally appeared Ewout Steenbergen; personally
known to me or proved to me on the basis of satisfactory evidence to be the individuals whose names are subscribed
to the within instrument and acknowledged to me that each executed the same in their capacity, and that by their
signature on the instrument, the individuals, or the person upon behalf of which the individual acted, executed the
instrument.


/s/ Helen M. Scheuer Notary Public	Helen M. Scheuer Notary Public, State of New York No. 01SC352985 Qualified in New York County Commission Expires 4-30-2011

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

When your agent exercises this authority, he or she must act according to any instructions you
have provided or, where there are no specific instructions, in your best interest. “Important
Information for the Agent” at the end of this document describes your agent’s responsibilities.

Your agent can act on your behalf only after signing the Power of Attorney before a notary
public.

You can request information from your agent at any time. If you are revoking a prior Power of
Attorney by executing this Power of Attorney, you should provide written notice of the
revocation to your prior agent(s) and to the financial institutions where your accounts are
located.

You can revoke or terminate your Power of Attorney at any time for any reason as long as you
are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting
improperly.

Your agent cannot make health care decisions for you. You may execute a “Health Care Proxy”
to do this.

The law governing Powers of Attorney is contained in the New York General Obligations Law,
Article 5, Title 15. This law is available at a law library, or online through the New York State
Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us.

If there is anything about this document that you do not understand, you should ask a lawyer of
your own choosing to explain it to you.


Signature of Agents:

/s/ John S. (Scott ) Kreighbaum		Commonwealth of Pennsylvania County of Chester

John S. (Scott ) Kreighbaum
Commonwealth of Pennsylvania Notarial Seal Michael T. Zelinsky, Notary Public West Whiteland Twp., Chester County My Commission Expires Jan. 31, 2012		On this, the 18th day of June, 2010, before me Michael T. Zelinsky, the undersigned officer, personally appeared John S. (Scott) Kreighbaum, known to me (or satisfactorily proven) to be the person whose name is subscribed as attorney in fact for Ewout Steenbergen, Lynne R. Ford and Robert G. Leary, and acknowledged that he executed the same as the act of his principal for the purposes therein contained.






		/s/ Michael T. Zelinsky
		Notary Public


/s/ Nicholas Morinigo		Commonwealth of Pennsylvania County of Chester

Nicholas Morinigo
Commonwealth of Pennsylvania Notarial Seal Michael T. Zelinsky, Notary Public West Whiteland Twp., Chester County My Commission Expires Jan. 31, 2012		On this, the 18th day of June, 2010, before me Michael T. Zelinsky, the undersigned officer, personally appeared Nicholas Morinigo, known to me (or satisfactorily proven) to be the person whose name is subscribed as attorney in fact for Ewout Steenbergen, Lynne R. Ford and Robert G. Leary, and acknowledged that he executed the same as the act of his principal for the purposes therein contained.







		/s/ Michael T. Zelinsky
		Notary Public


/s/ Neil McMurdie		State of Connecticut County of Hartford Town of Windsor

J. Neil McMurdie
Nicole L. Molleur Notary Public Within and for The State of Connecticut My commission expires: Nov. 30, 2014		The foregoing instrument was executed and acknowledged before me this 4th day of June, 2010, by J. Neil McMurdie, as attorney in fact on behalf of Ewout Steenbergen, Lynne R. Ford and Robert G. Leary.





		/s/ Nicole L. Molleur
		Notary Public


/s/ Michael A. Pignatella		State of Connecticut County of Hartford Town of Windsor

Michael A. Pignatella

Nicole L. Molleur Notary Public Within and for The State of Connecticut My commission expires: Nov. 30, 2014		The foregoing instrument was executed and acknowledged before me this 4th day of June, 2010, by Michael A. Pignatella, as attorney in fact on behalf of Ewout Steenbergen, Lynne R. Ford and Robert G. Leary.




		/s/ Nicole L. Molleur
		Notary Public

IMPORTANT INFORMATION FOR THE AGENT:

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

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

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

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

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

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

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

Liability of the agent:

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


VARIABLE ANNUITY ACCOUNT C EXHIBIT INDEX
VARIABLE ANNUITY ACCOUNT C EXHIBIT INDEX

Exhibit No.	Exhibit

24(b)(4.3)	Endorsement E-MMLOAN-10 to Contract G-CDA-10 and Contract
	Certificate C-CDA-10

24(b)(4.4)	Endorsement E-MMGDB-10 to Contract G-CDA-10 and Contract
	Certificate C-CDA-10

24(b)(4.5)	Endorsement E-MMGDBP-10 to Contract G-CDA-10 and Contract
	Certificate C-CDA-10

24(b)(4.6)	Endorsement E-MMTC-10 to Contract G-CDA-10 and Contract
	Certificate C-CDA-10

24(b)(4.7)	Endorsement E-MMFA-10 to Contract G-CDA-10 and Contract
	Certificate C-CDA-10

24(b)(4.8)	Endorsement E-EQWA-10 to Contract G-CDA-10 and Contract
	Certificate C-CDA-10

24(b)(8.37)	(Retail) Selling and Services Agreement and Fund Participation
	Agreement dated March 19, 2010 by and between ING Life
	Insurance and Annuity Company, ING Institutional Plan Services,
	LLC, ING Financial Advisers, LLC, Aston Asset Management,
	LLC, Aston Funds and PFPC Distributors, Inc.

24(b)(8.38)	Rule 22c-2 Agreement made and entered into as of March 19,2010
	between Aston Fund, Aston Asset Management, LLC, PFPC
	Distributors, Inc., ING Life Insurance and Annuity Company, ING
	National Trust, ING USA Annuity and Life Insurance Company,
	ReliaStar Life Insurance Company, ReliaStar Life Insurance
	Company of New York, Security Life of Denver Insurance
	Company and Systematized Benefits Administrators Inc.

24(b)(8.101)	Parnassus Selling and Services Agreement and Fund Participation
	Agreement dated 2008 by and between ING Life Insurance and
	Annuity Company, ING Financial Advisers, LLC, and Parnassus
	Funds Distributor


24(b)(8.102)	Rule 22c-2 Agreement made and entered as of this 1 day of
	September, 2008 between Parnassus Funds Distributors and 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 and Systematized Benefits Administrators Inc.

24(b)(9)	Opinion and Consent of Counsel	*

24(b)(10)	Consent of Independent Registered Public Accounting Firm	*

24(b)(13.1)	Powers of Attorney	**

*To be filed by pre-effective amendment
**Included in Signature Page of this Initial Registration Statement


▷	To purchase permissive past service credit under a governmental defined benefit plan.



▷	Due to disability as defined in the Tax Code, and when:


	(1)	If applicable, certified by an employer;


	(2)	The amount is paid directly to the participant; and


	(3)	The amount paid for all withdrawals due to disability during the previous 12 months does not exceed 20% of the average value of all individual accounts under the contract during that period.