a485msroii167680.htm - Generated by SEC Publisher for SEC Filing


As filed with the Securities and Exchange			Registration No. 333-167680
Commission on February 11, 2011			Registration No. 811-02513
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4

Post-Effective Amendment No. 1 To
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) 580-2824
J. Neil McMurdie, Senior 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.
It is proposed that this filing will become effective:
	60 days after filing pursuant to paragraph (a)(1) of Rule 485
X	on	April 29, 2011 pursuant to paragraph (a)(1) of Rule 485
If appropriate, check the following box:
	this post-effective amendment designates a new effective date for a
	previously filed post-effective amendment.
Title of Securities Being Registered: Group Deferred Fixed and 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.


ING LIFE INSURANCE AND ANNUITY COMPANY
Variable Annuity Account C
Multiple Sponsored Retirement Options II
CONTRACT PROSPECTUS - APRIL 29, 2011


*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, (generally, the sponsor of your retirement plan or a trust), 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 email address shown on the front of the
fund’s summary prospectus. You may obtain the April 29, 2011 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 333-167680. The number assigned to the registration statement for the Guaranteed
Accumulation Account is 333-158492. The SAI table of contents is listed on page 49 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.167680-11



CONTRACT PROSPECTUS - APRIL 29, 2011 (CONTINUED)


Variable Investment Options (The Funds)*


Alger Green Fund (Class A)⁽¹⁾				ING Index Solution 2015 Portfolio	ING Russell^TMSmall Cap Index
American Century^®Inflation-				(Class I)⁽²⁾	Portfolio (Class I)
			Adjusted Bond Fund	ING Index Solution 2025 Portfolio	ING Small Company Portfolio
			(Investor Class)⁽¹⁾	(Class I)⁽²⁾	(Class I)
American Mutual Fund^®				ING Index Solution 2035 Portfolio	ING SmallCap Opportunities
			(Class R-4)⁽¹⁾	(Class I)⁽²⁾	Portfolio (Class I)
Ariel Fund⁽¹⁾				ING Index Solution 2045 Portfolio	ING T. Rowe Price Capital
Artisan International Fund				(Class I)⁽²⁾	Appreciation Portfolio (Class S)
			(Investor Shares)⁽¹⁾	ING Index Solution 2055 Portfolio	ING T. Rowe Price Equity Income
Aston/Optimum Mid Cap Fund				(Class I)⁽²⁾	Portfolio (Class S)
			(Class N)⁽¹⁾	ING Intermediate Bond Portfolio	ING Templeton Foreign Equity
Columbia Mid Cap Value Fund				(Class I)	Portfolio (Class I)
			(Class A)⁽¹⁾	ING International Index Portfolio	ING Thornburg Value Portfolio
EuroPacific Growth Fund^®				(Class I)	(Class I)
			(Class R-4)⁽¹⁾	ING Invesco Van Kampen Equity	ING U.S. Bond Index Portfolio
Fidelity^®VIP Contrafund^®Portfolio				and Income Portfolio (Class I)⁽³⁾	(Class I)
			(Initial Class)	ING Invesco Van Kampen Growth	ING U.S. Stock Index Portfolio
Franklin Small Cap Value Securities				and Income Portfolio (Class S)⁽³⁾	(Class I)⁽⁵⁾
		Fund	(Class 2)	ING JPMorgan Emerging Markets	Invesco Mid Cap Core Equity Fund
Fundamental Investors^SM				Equity Portfolio (Class S)	(Class A)⁽¹⁾
			(Class R-4)⁽¹⁾	ING JPMorgan Small Cap Core	Parnassus Equity Income Fund
ING American Century Small-Mid				Equity Portfolio (Class S)⁽⁴⁾	(Investor Shares)⁽¹⁾
			Cap Value Portfolio (Class I)	ING Large Cap Growth Portfolio	Templeton Global Bond Fund
ING BlackRock Science and				(Class S)	(Class A)⁽¹⁾
			Technology Opportunities	ING MidCap Opportunities Portfolio	The Growth Fund of America^®
			Portfolio (Class I)	(Class I)	(Class R-4)⁽¹⁾
ING Clarion Real Estate Portfolio				ING Money Market Portfolio	USAA Precious Metals and
			(Class S)	(Class I)	Minerals Fund (Advisor Shares)⁽⁴⁾
ING Global Resources Portfolio				ING Oppenheimer Global Portfolio	Wanger Select
			(Class S)	(Class I)	Wanger USA
ING Growth and Income Portfolio				ING PIMCO Total Return Portfolio
			(Class I)	(Class I)
ING Index Solution Income				ING Pioneer High Yield Portfolio
			Portfolio (Class I)⁽²⁾	(Class I)
				ING Pioneer Mid Cap Value
				Portfolio (Class S)
				ING Russell^TMLarge Cap Index
				Portfolio (Class I)
				ING Russell^TMMid Cap Index
				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.

⁽³	⁾		This fund has changed its name to the name listed above. See “Appendix V - Description of Underlying Funds” for a
			complete list of former and current fund names.
⁽⁴	⁾		This fund is scheduled to be available May 9, 2011.
⁽⁵	⁾		This fund is available on a limited basis and is subject to Company approval.




PRO.167680-11				2

Performance Reporting - Voting Rights - Contract Modification - Legal Matters and Proceedings - Payment Delay or Suspension - Transfer of Ownership; Assignment - Account Termination - Intent to Confirm Quarterly


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				Payments to
benefits)				Your Account
				Step 1 \|\|
STEP 1: You or the contract holder provide ING Life
Insurance and Annuity Company with your completed			ING Life Insurance and Annuity Company
enrollment materials.			(a) \|\|	Step 2	(b) \|\|
				Variable Annuity
According to the plan, we set up one or more accounts for			Fixed	Account C
you. We may set up account(s) for employer contributions			Interest
and/or for contributions from your salary. Alternatively, we			Option	Variable Investment
may issue the contract to an employer or a plan on an				Options
unallocated basis. In that case, we establish a single account
under the contract for the contract holder, and the				The Subaccounts
recordkeeper designated by the plan establishes and				A	B	Etc.
maintains an individual account or accounts for each
participant.				\|\|	Step 3	\|\|
				Mutual Mutual		Etc.
STEP 2: The contract holder, or you if permitted by your				Fund A	Fund B
plan, directs us to invest your account dollars in any of the
following:

(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.167680-11		5


		FEE TABLE

In This Section:		The following tables describe the fees and expenses that you will pay when
>	Maximum Contract	buying, owning, and withdrawing account value from your contract. The
	Holder Transaction	first table describes the fees and expenses that you may pay at the time
	Expenses;	that you buy the contract, withdraw account value from the contract, take
>	Annual Maintenance	a loan from the contract or transfer cash value between investment
	Fee;	*options. State premium taxes may also be deducted. See “The Income**
>	Separate Account	Phase” for fees that may apply after you begin receiving payments under
	Annual Expenses;	the contract.
>	Examples; and	Maximum Contract Holder Transaction Expenses
>	Fees Deducted by the		Early Withdrawal Charge¹
	Funds.		(as a percentage of amount withdrawn, if applicable)
			Applicable to Texas K-12 contracts					7	%
See the “Fees” Section for:			Applicable to all other contracts					5	%
>	Early Withdrawal		Loan Interest Rate Spread (per annum)²					3.0	%
	Charge Schedules;		Loan Initiation Fee³				$	100.00
>	How, When and Why
	Fees are Deducted;

>	Reduction, Waiver	The next table describes the fees and expenses that you will pay
	and/or Elimination of	periodically during the time that you own the contract, not including fund
	Certain Fees;	fees and expenses.
>	Redemption Fees; and
>	Premium and Other				Applicable to			Applicable
	Taxes.				Texas K-12			to all other
					contracts			contracts

See “The Income Phase”		Maximum Annual Maintenance Fee⁴		$	0.00		$	50.00
	for:
>	Fees during the Income	Separate Account Annual Expenses⁴
	Phase.		(as a percentage of average account value)

Maximum Mortality and Expense Risk
Texas K-12 Contracts			Charge⁵		1.25	%		1.50	%
Defined:
Voluntary 403(b) annuity			Maximum Administrative Expense Charge		0.25	%⁶		0.25	%⁷
contracts for employees of
K-12 public schools. These			Maximum Total Separate Account Expenses		1.50	%		1.75	%
contracts meet the		1	This is a deferred sales charge. The percentage will be determined by the applicable
requirements established by			early withdrawal charge schedule in the “Fees” section. In certain cases, this charge
the Teachers Retirement			may not apply to a portion or all of your withdrawal. The early withdrawal charge
System of Texas in support			reduces over time. These fees may be waived, reduced or eliminated in certain
of Senate Bill 273.			circumstances. See the “Fees” section.
		2	This is the difference between the rate charged 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. See
			“Loans.”
		3	Certain contracts that have a zero loan interest rate spread may be subject to a loan
			initiation fee each time a loan is taken from your account value. See “Loans.”
		4	These fees may be waived, reduced or eliminated in certain circumstances. See
			“Fees.”
		5	A charge for the guaranteed death benefit, if any, is included in the mortality and
expense risk charge. See “Death Benefit.”
		6	We currently do not impose this charge under Texas K-12 contracts; however, we
			reserve the right to charge up to 0.25% annually.
		7	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.167680-11			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.
[TO BE UPDATED B Y AMENDMENT]
					*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)

	*Examples*

	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 (assuming no loans), maximum maintenance fees (converted to a
	percentage of assets equal to ____%), 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:
[TO BE UPDATED B Y AMENDMENT]
	(A)	If you withdraw your entire account					(B) If you do not withdraw your entire
	value at the end of the applicable time period:						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

	Applicable to
	all other	$	$	$	$		$	$	$	$
	contracts


	* 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.167680-11				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:
[TO BE UPDATED B Y AMENDMENT]
	(A) If you withdraw your entire account				(B) If you do not withdraw your entire
	value at the end of the applicable time				account value or if you select an income
	period:				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	$	$	$	$	$	$	$	$

Applicable to all
other contracts	$	$	$	$	$	$	$	$

* 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.)

*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.167680-11				8


CONDENSED FINANCIAL INFORMATION

Understanding Condensed Financial Information. As of December 31, 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.
All guarantees and benefits provided under the contracts are subject to the claims paying ability of the Company and
our general account.

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. All guarantees and benefits provided under the contracts
are subject to the claims paying ability of the Company and our general account. We are a direct, wholly owned
subsidiary of Lion Connecticut Holdings Inc.

We are a stock life insurance company organized under the insurance laws of the State of Connecticut in 1976 and
an indirect wholly owned subsidiary of ING Groep N.V. (“ING”), a global financial institution active in the fields of
insurance, banking and asset management. Through a merger, our operations include the business of Aetna Variable
Annuity Life Insurance Company (formerly known as Participating Annuity Life Insurance Company, an Arkansas
life insurance company organized in 1954). Prior to January 1, 2002, the Company was known as Aetna Life
Insurance and Annuity Company.

As part of a restructuring plan approved by the European Commission, ING has agreed to separate its banking and
insurance businesses by 2013. ING intends to achieve this separation by divestment of its insurance and investment
management operations, including the Company. ING has announced that it will explore all options for
implementing the separation including initial public offerings, sales or 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.167680-11	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.167680-11	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.167680-11		11


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.167680-11		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.167680-11		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.167680-11	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.


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), Roth 401(k) and Roth 457(b) 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.167680-11			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), Roth 401(k) or Roth 457(b) 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), Roth 401(k) and Roth 457(b) 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.167680-11			16


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.167680-11		17


		FEES

Types of Fees		The following repeats and adds to information provided in the “Fee Table”
		section. Please review both this section and the “Fee Table” section for
You may incur the following		information on fees.
types of fees under the
contract:		*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
•	Redemption Fees	charge. In the case of a partial withdrawal where you request a specific dollar
> Maximum Periodic Fees		amount, the amount withdrawn from your account will be the amount you
and Charges		specified plus adjustment for any applicable early withdrawal charge.
•	Annual Maintenance
	Fee	Purpose: This is a deferred sales charge. It reimburses us for some of the sales
•	Mortality and Expense	and administrative expenses associated with the contract. If our expenses are
	Risk Charge	greater than the amount we collect for the early withdrawal charge, we may use
•	Administrative Expense	any of our corporate assets, including potential profit that may arise from the
	Charge	mortality and expense risk charges, to make up the difference.

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

> Account Year - a 12-		Early Withdrawal Charge Schedules. You may determine which schedule
month period measured		applies to you by consulting your certificate or the contract (held by the
from the date we establish		contract holder).
your account, or measured
from any anniversary of		Contracts Other Than Texas K-12. This is the maximum early withdrawal
that date.		charge schedules that may apply to contracts other than Texas K-12 contracts.
> Contract Year - a 12-		It grades down to zero over a 10-year period, as shown on the next page. Some
month period measured		contracts have schedules that grade down to zero over fewer than 10 years.
from the date we establish
the contract, or measured		Each contract will specify whether a schedule is based on one of the following:
from any anniversary of
that date.		(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), Roth 401(k) and Roth 457(b) contributions.


>	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) and Roth 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.


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), 457(b) and Roth 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.

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), Roth 401(k) or Roth 457(b) 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.

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. Any increase will not result
in an Annual Maintenance Fee in excess of the maximum amount shown above and in the Fee Table.


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.167680-11		21


Reduction. We may reduce the mortality and expense risk charge from the maximum amount 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 the contract includes a guaranteed death benefit.

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 earn 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.167680-11		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.167680-11		23

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 2010, 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.167680-11	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.167680-11		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
	Step 1 \|\|		$	5,000	.

ING Life Insurance and Annuity Company				Step 2:
				A. He directs us to invest $3,000 in
	Step 2 \|\|			Fund A. His dollars purchase 300
				accumulation units of Subaccount
Variable Annuity Account C				A ($3,000 divided by the current
Subaccount A	Subaccount B	Etc.		$10 AUV)	.
300	80			B. He directs us to invest $2,000 in
accumulation	accumulation			Fund B. His dollars purchase 80
units	units			accumulation units of Subaccount
				B ($2,000 divided by the current
\|\|	Step 3 \|\|			$25 AUV)	.

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

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.


WITHDRAWALS

Making a Withdrawal. Subject to limitations on withdrawals from the fixed		Taxes, Fees and Deductions
interest options and other restrictions (see “Withdrawal Restrictions” in this
section), the contract holder, or you if permitted by the plan, may withdraw all		Amounts withdrawn may be
or a portion of your account value at any time during the accumulation phase.		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.
•	Full Withdrawal: You will receive, reduced by any required tax, your		See Appendix I
	account value allocated to the subaccounts, the Guaranteed	>	Redemption Fees. See
	Accumulation Account (plus or minus any applicable market value		“Fees - Redemption Fees”
	adjustment) and the Fixed Account, minus any applicable early	>	Tax Penalty. See “Tax
	withdrawal charge, and redemption fees, plus the amount available for		Considerations”
	withdrawal from the Fixed Plus Account II.	>	Tax Withholding. See
•	Partial Withdrawal (Percentage or Specified Dollar Amount): You will		“Tax Considerations”
	receive, reduced by any required tax, the amount you specify, subject
	to the value available in your account. However, the amount actually	To determine which may
	withdrawn from your account will be adjusted by any applicable	apply, refer to the appropriate
	redemption fees, and by any applicable early withdrawal charge for	sections of this prospectus,
	amounts withdrawn from the subaccounts, the Guaranteed	contact your local
	Accumulation Account or the Fixed Account, and any positive or	representative or call the
	negative market value adjustments for amounts withdrawn from the	Company at the number listed
	Guaranteed Accumulation Account. The amount available from the	in “Contract Overview -
	Fixed Plus Account II may be limited.	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.”

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 - Taxation of Qualified Contracts - Distributions-
	General, 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.

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 charged and credited on loan amounts. The difference between the rate charged and

the rate credited on the loans under your contract is currently 2.5% and is called the loan interest rate spread. For

example, if the current interest rate charged on a loan is 6.0% and the amount of interest credited is 3.5%, the loan

interest rate spread is 2.5%. The loan interest rate spread is retained by the Company. We reserve the right to apply a

loan interest rate spread of up to 3.0%.

Loan Initiation Fee. Loans under certain contracts with a zero loan interest rate spread may be subject to a fee for

loan initiation. This fee will not exceed $100 per loan. The loan initiation fee will be deducted from the vested

individual account value during the first month of the loan period. We reserve the right to change the fees charged

for loan initiation, but not to exceed $100 per loan.


SYSTEMATIC DISTRIBUTION OPTIONS

Availability of Systematic Distribution Options. These options may be		Features of a Systematic
exercised at any time during the accumulation phase of the contract. To		Distributions Option
exercise one of these options, the account value must meet any minimum
dollar amount and age criteria applicable to that option. To determine what		If available under your plan, a
systematic distribution options are available, check with the contract holder or		systematic distribution option
the Company.		allows you to receive regular
		payments from your account
Systematic distribution options currently available under the contract include		without moving into the
the following:		income phase. By remaining in
		the accumulation phase, you
>	Systematic Withdrawal Option (SWO). SWO is a series of partial	retain certain rights and
	withdrawals from your account based on a payment method you select. It	investment flexibility not
	is designed for those who want a periodic income while retaining	available during the income
	accumulation phase investment flexibility for amounts accumulated under	phase. Because the account
	the account. (This option may not be available if you have an outstanding	remains in the accumulation
	loan.)	phase, all accumulation phase
		charges continue to apply.
>	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.


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

		> 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.”


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. Most 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 that
may be 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.167680-11			32


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

	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.167680-11		33

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.”


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

	Length of Payments: For as long as the annuitant lives. It is possible that only one payment will
Life Income	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.
	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.
Life Income-	Death Benefit-Payment to the Beneficiary: If the annuitant dies before we have made all the
Guaranteed
Payments*	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.

	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:
Life Income-	(a) When you select this option, you choose for 100%, 66T% or 50% of the payment to continue
Two Lives	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.
	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.
Life Income-	Continuing Payments: 100% of the payment to continue to the surviving annuitant after the first
Two Lives-	death.
Guaranteed	Death Benefit-Payment to the Beneficiary: If both annuitants die before the guaranteed
Payments*	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

	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
Nonlifetime-	may be requested at any time (see below).
Guaranteed	Death Benefit-Payment to the Beneficiary: If the annuitant dies before we make all the
Payments*	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 if the election is made during an early withdrawal charge period we will charge
the applicable early withdrawal charge. 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.167680-11	35


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.167680-11	36

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.


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

The contract described in this prospectus is designed to be treated as an		I.	Introduction
annuity for U.S. federal income tax purposes. This section discusses our
understanding of current federal income tax laws affecting the contract. The		II.	Taxation of Qualified
U.S. federal income tax treatment of the contract is complex and sometimes			Contracts
uncertain. You should keep the following in mind when reading it:		III.	Possible Changes in

>	Your tax position (or the tax position of the designated beneficiary, as		Taxation
	applicable) may influence the federal taxation of amounts held or paid out	IV.	Taxation of the
	under the contract;		Company

>	Tax laws change. It is possible that a change in the future could affect	When consulting a qualified
	contracts issued in the past, including the contract described in this	tax adviser, be certain that he
	prospectus;	or she has expertise in the Tax
		Code sections applicable to
>	This section addresses some, but not all, applicable federal income tax	your tax concerns.
	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.


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.167680-11	39

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 457(b) and Roth 457(b) Plans. 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.

If permitted under the governmental 457(b) plan for which the contract is issued, the contract may be used with Roth

457(b) retirement plans, pursuant to Tax Code section 402A, which allow after-tax contributions and provide for

tax-free distributions, subject to certain conditions and restrictions. For contracts used with Roth 457(b) plans, we

will set up one or more individual accounts to accept Roth after-tax salary contributions and the portion of any

transfer or rollover attributable to such amounts.


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

PRO.167680-11	40


(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.167680-11		41


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.


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 the distribution.


A partial or full withdrawal of purchase payments made by salary reduction to a Roth 457(b) account and earnings
credited on those purchase payments (or of in-plan rollover amounts and earnings credited on those amounts, as
described in the "In-Plan Roth Rollovers" section below) will be excludable from income if it is a qualified distribution.
A "qualified distribution” from a Roth 457(b) account is defined as a distribution that meets the following requirements:

a)	The distribution occurs after the five-year taxable period measured from the earlier of:

	i)	The first taxable year you made a designated Roth 457(b) contribution to any designated Roth 457(b)
		account established for you under the same applicable retirement plan as defined in Tax Code section
		402A; or
	ii)	If a rollover contribution was made from a designated Roth 457(b) account previously established for you
		under another applicable retirement plan, the first taxable year for which you made a designated Roth
		457(b) contribution to such previously established account; or
	iii)	The first taxable year in which you made an in-plan Roth rollover of vested non-Roth amounts otherwise
		eligible for distribution under the same plan; and


b)	The distribution occurs after you attain age 59½, die (with payment being made to your beneficiary), or become
disabled as defined in the Tax Code.

A distribution from a Roth 457(b) account that is not a qualified distribution is includible in gross income under the
Tax Code in proportion to your investment in the contract (basis) and earnings on the contract.

In-Plan Roth Rollovers

Tax Code section 401(k), 403(b) and governmental 457(b) plans may add a “qualified Roth contribution program,”
under which employees can forego the current exclusion from gross income for elective deferrals, in exchange for
the future exclusion of the distribution of the deferrals and any earnings thereon. That is, participants may elect to
make non-excludable contributions to “designated Roth accounts” (instead of making excludable contributions)—

PRO.167680-11			43


and to exclude from gross income (if certain conditions are met) distributions from these accounts (instead of having
distributions included in gross income).

If permitted under the plan for which the contract is issued and provided the plan offers an applicable Roth account
(either a Roth 401(k), Roth 403(b) or Roth 457(b) account), vested non-Roth amounts otherwise eligible for
distribution may be rolled over into a corresponding Roth account within the same plan. The Tax Code provides
that, generally, an in-plan rollover to a Roth account is taxable and includable in gross income in the year the
rollover occurs, just as if the amount were distributed and not rolled into a qualified account. Amounts rolled-over
into an in-plan Roth account cannot subsequently be converted back into a non-Roth account.

A partial or full withdrawal of in-plan Roth rollover amounts and earnings credited on those amounts (or of purchase
payments made by salary reduction to a Roth account and earnings credited on those purchase payments, as
described in the "Tax Considerations - Taxation of Qualified Contracts - Distributions-General, Roth 401(k) and
Roth 403(b) Plans and Roth 457(b) Plans" sections above) will be excludable from income if it is a qualified
distribution. A “qualified distribution” is defined as a distribution that meets the following requirements:

a)	The distribution occurs after the five-year taxable period measured from the earlier of:

	i)	The first taxable year you made a designated Roth contribution to any designated Roth account established
		for you under the same applicable retirement plan as defined in Tax Code section 402A; or
	ii)	If a rollover contribution was made from a designated Roth account previously established for you under
		another applicable retirement plan, the first taxable year for which you made a designated Roth
		contribution to such previously established account; or
	iii)	The first taxable year in which you made an in-plan Roth rollover of vested non-Roth amounts otherwise
		eligible for distribution under the same plan; and

b)	The distribution occurs after you attain age 59½, die (with payment being made to your beneficiary), or become
	disabled as defined in the Tax Code.

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

In-plan Roth rollovers are not subject to the 10% additional tax on early distributions under Code Section 72(t) that
would normally apply to distributions from a 401(k) or 403(b) plan (or from a governmental 457(b) plan to the
extent such amounts are attributable to rollovers from a 401(a), 401(k), 403(a) or 403(b) plan). However, a special
recapture rule applies when a plan distributes any part of the in-plan Roth rollover within a five-year taxable period,
making the distribution subject to the 10% additional tax on early distributions under Code Section 72(t) unless an
exception to this tax applies or the distribution is allocable to any nontaxable portion of the in-plan Roth rollover.
The five-year taxable period begins January 1 of the year of the in-plan Roth rollover and ends on the last day of the
fifth year of the period. This special recapture rule does not apply when the participant rolls over the distribution to
another designated Roth account or to a Roth IRA but does apply to a subsequent distribution from the rolled over
account or Roth IRA within the five-year taxable period.

The tax rules associated with Roth accounts and in-plan Roth rollovers can be complex and you should seek
qualified legal and tax advice regarding your particular situation.


>	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.

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.



PRO.167680-11		46


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).

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.


PRO.167680-11		47


*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.

*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.




PRO.167680-11		48


*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.167680-11	49


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. Not all contracts provide for minimum interest rates for the Guaranteed Accumulation Account.
Apart from meeting the contractual minimum interest rates (if any), we can in no way guarantee any aspect of future
offerings.

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




PRO.167680-11		50


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.

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.167680-11		51

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.


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.167680-11		53


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.

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

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 $5000 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.


PRO.167680-11				55


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.

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 $5,000 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 the election of 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.167680-11	56


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.167680-11	57


>	The participant owns the value of his/her Employee Account subject to the restrictions of Sections 403(b), Roth
	403(b), 401(a)/401(k), Roth 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), Roth 403(b), 401(a)/401(k), Roth 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.


Current Fund Name	Former Fund Name
ING Invesco Van Kampen Equity and Income Portfolio	ING Van Kampen Equity and Income Portfolio
ING Invesco Van Kampen Growth and Income	ING Van Kampen Growth and Income Portfolio
Portfolio



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 email address 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)
Alger Green Fund	Seeks long-term capital appreciation.

Investment Adviser: Fred Alger Management,
Inc.

American Century^®Inflation-Adjusted Bond Fund	Seeks to provide total return and inflation protection
	consistent with investment in inflation-indexed
Investment Adviser: American Century	securities.
Investment Management, Inc.

American Mutual Fund^®	Seeks to strive for the balanced accomplishment of
	three objectives: current income, growth of capital and
Investment Adviser: Capital Research and	conservation of principal.
Management Company

Ariel Fund	Seeks long-term capital appreciation.

Investment Adviser: Ariel Capital Management,
LLC

PRO.167680-11	59


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

Columbia Mid Cap Value Fund	Seeks long-term capital appreciation.

Investment Adviser: Columbia Management
Investment Advisers, LLC

EuroPacific Growth Fund Ò	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 Ò VIP Contrafund Ò Portfolio	Seeks long-term capital appreciation.

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 Small Cap Value Securities Fund	Seeks long-term total return. The Fund normally invests
	at least 80% of its net assets in investments of small
Investment Adviser: Franklin Advisory Services,	capitalization companies.
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 American Century Small-Mid Cap Value	Seeks long-term capital growth; income is a secondary
Portfolio	objective.

Investment Adviser: Directed Services LLC

Subadviser: American Century Investment
Management, Inc.

ING BlackRock Science and Technology	Seeks long-term capital appreciation.
Opportunities Portfolio

Investment Adviser: ING Investments, LLC

Subadviser: BlackRock Advisors, LLC




PRO.167680-11	61


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

Subadviser: ING Clarion Real Estate Securities
LLC

ING Global Resources Portfolio	A non-diversified Portfolio that seeks long-term capital
	appreciation.
Investment Adviser: Directed Services LLC

Subadviser: ING Investment Management Co.

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

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

Subadviser: Investment Committee

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

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

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




PRO.167680-11	62


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

ING Index Solution 2055 Portfolio	Until the day prior to its Target Date, the Portfolio
	seeks to provide total return consistent with an asset
Investment Adviser: Directed Services LLC	allocation targeted at retirement in approximately 2055.
	On the Target Date, the Portfolio’s investment objective
Consultant: ING Investment Management Co.	will be to seek to provide a combination of total return
	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 International Index Portfolio	Seeks investment results (before fees and expenses) that
	correspond to the total return of a widely accepted
Investment Adviser: ING Investments, LLC	International Index.

Subadviser: ING Investment Management Co.

ING Invesco Van Kampen Equity and Income	Seeks total return, consisting of long-term capital
Portfolio	appreciation and current income.

Investment Adviser: Directed Services LLC

Subadviser: Invesco Advisers, Inc.

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

Investment Adviser: Directed Services LLC

Subadviser: Invesco Advisers, Inc.

ING JPMorgan Emerging Markets Equity Portfolio	Seeks capital appreciation.

Investment Adviser: Directed Services LLC

Subadviser: J.P. Morgan Investment Management
Inc.

ING JPMorgan Small Cap Core Equity Portfolio	Seeks capital growth over the long term.

Investment Adviser: Directed Services LLC

Subadviser: J.P. Morgan Investment Management
Inc.

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

Investment Adviser: Directed Services LLC

PRO.167680-11	63


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 Oppenheimer Global Portfolio	Seeks capital appreciation.

Investment Adviser: Directed Services LLC

Subadviser: OppenheimerFunds, Inc.

ING PIMCO Total Return Portfolio	Seeks maximum total return, consistent with capital
	preservation and prudent investment management.
Investment Adviser: Directed Services LLC

Subadviser: Pacific Investment Management
Company LLC (PIMCO)

ING Pioneer High Yield Portfolio	Seeks to maximize total return through income and
	capital appreciation.
Investment Adviser: Directed Services LLC

Subadviser: Pioneer Investment Management, Inc.

ING Pioneer Mid Cap Value Portfolio	Seeks capital appreciation.

Investment Adviser: Directed Services LLC

Subadviser: Pioneer Investment Management, Inc.

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

Subadviser: ING Investment Management Co.

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

Subadviser: ING Investment Management Co.

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

Subadviser: ING Investment Management Co.




PRO.167680-11	65


Fund Name and
Investment Adviser/Subadviser	Investment Objective(s)
ING Small Company Portfolio	Seeks growth of capital primarily through investment in
	a diversified portfolio of common stocks of companies
Investment Adviser: ING Investments, LLC	with smaller market capitalizations.
Subadviser: ING Investment Management Co.
ING SmallCap Opportunities Portfolio	Seeks long-term capital appreciation.
Investment Adviser: ING Investments, LLC
Subadviser: ING Investment Management Co.
ING T. Rowe Price Capital Appreciation Portfolio	Seeks, over the long-term, a high total investment
	return, consistent with the preservation of capital and
Investment Adviser: Directed Services LLC	prudent investment risk.
Subadviser: T. Rowe Price Associates, Inc.
ING T. Rowe Price Equity Income Portfolio	Seeks substantial dividend income as well as long-term
	growth of capital.
Investment Adviser: Directed Services LLC
Subadviser: T. Rowe Price Associates, Inc.
ING Templeton Foreign Equity Portfolio	Seeks long-term capital growth.
Investment Adviser: Directed Services LLC
Subadviser: Templeton Investment Counsel, LLC
ING Thornburg Value Portfolio	Prior to January 4, 2011, the Portfolio seeks capital
	appreciation.
Investment Adviser: Directed Services LLC
	Effective January 4, 2011, the Portfolio seeks long-term
Subadviser: Thornburg Investment Management,	capital appreciation, and secondarily current income.
Inc.
ING U.S. Bond Index Portfolio	Seeks investment results (before fees and expenses) that
	correspond to the total return of the Barclays Capital
Investment Adviser: ING Investments, LLC	U.S. Aggregate Bond Index^®.
Subadviser: Neuberger Berman Fixed Income LLC
ING U.S. Stock Index Portfolio	Seeks total return.
Investment Adviser: Directed Services LLC
Subadviser: ING Investment Management Co.




PRO.167680-11	66


VARIABLE ANNUITY ACCOUNT C OF ING LIFE INSURANCE AND ANNUITY COMPANY



Multiple Sponsored Retirement Options II

Statement of Additional Information dated April 29, 2011

This Statement of Additional Information is not a prospectus and should be read in conjunction with
the current prospectus dated April 29, 2011. 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, 2010, 2009 and 2008 amounted to $43,979,093.81, $44,259,566.54 and $43,901,529.15 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, 2010, 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, 2010 and

2009, and for each of the three years in the period ended December 31, 2010, 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.

ILIAC FINANCIALS AND VARIABLE ANNUITY ACCOUNT C FINANCIALS TO BE ADDED BY AMENDMENT


(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 ·Incorporated by reference to Initial Registration Statement on Form N-4
		(File No. 333-167680), as filed on June 22, 2010.
(4.4	)	Endorsement E-MMGDB-10 to Contract G-CDA-10 and Contract Certificate
		C-CDA-10 ·Incorporated by reference to Initial Registration Statement on Form N-4
		(File No. 333-167680), as filed on June 22, 2010.
(4.5	)	Endorsement E-MMGDBP-10 to Contract G-CDA-10 and Contract Certificate
		C-CDA-10 ·Incorporated by reference to Initial Registration Statement on Form N-4
		(File No. 333-167680), as filed on June 22, 2010.
(4.6	)	Endorsement E-MMTC-10 to Contract G-CDA-10 and Contract Certificate C-CDA-
		10 ·Incorporated by reference to Initial Registration Statement on Form N-4 (File
		No. 333-167680), as filed on June 22, 2010.
(4.7	)	Endorsement E-MMFA-10 to Contract G-CDA-10 and Contract Certificate C-CDA-
		10 ·Incorporated by reference to Initial Registration Statement on Form N-4 (File
		No. 333-167680), as filed on June 22, 2010.
(4.8	)	Endorsement E-EQWA-10 to Contract G-CDA-10 and Contract Certificate C-CDA-
		10 ·Incorporated by reference to Initial Registration Statement on Form N-4 (File
		No. 333-167680), as filed on June 22, 2010.
(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.
(5.2	)	Variable Annuity Contract Application (155634 (07/10))
(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.


		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) Seventh Amendment effective December 1, 2010 to the Participation
		Agreement dated January 1, 2003, and as amended on January 3, 2006, November 1,
		2006, February 1, 2007, October 1, 2008, January 30, 2009 and May 1, 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
(8.26	)	(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.


(8.27	)	(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.
(8.28	)	(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.
(8.29	)	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.
(8.30	)	(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.
(8.31	)	(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.
(8.32	)	(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.


(8.33	)	(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.
(8.34	)	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.
(8.35	)	(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.
(8.36	)	(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.
(8.37	)	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.
(8.38	)	(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. ·Incorporated by
		reference to Initial Registration Statement on Form N-4 (File No. 333-167680), as
		filed on June 22, 2010.
(8.39	)	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. ·Incorporated by reference to Initial Registration Statement on
		Form N-4 (File No. 333-167680), as filed on June 22, 2010.
(8.40	)	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.
(8.41	)	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.
(8.42	)	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.
(8.43	)	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.
(8.44	)	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.
(8.45	)	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.
(8.46	)	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.
(8.47	)	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.
(8.48	)	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.
(8.49	)	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.
(8.50	)	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
(8.51	)	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.
(8.52	)	(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.


(8.53	)	(Retail) Amendment dated November 13, 2000 to the Master Shareholder Services
		Agreement effective as of August 28, 2000 among Franklin Templeton Distributors,
		Inc., Franklin Templeton Investor Services, LLC, 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.
(8.54	)	(Retail) Second Amendment effective as of February 1, 2002 to the Master
		Shareholder Services Agreement effective as of August 28, 2000, as amended on
November 13, 2000 among Franklin Templeton Distributors, Inc., Franklin
		Templeton Investor Services, LLC, 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.
(8.55	)	(Retail) Third Amendment effective as of May 1, 2004 to the Master Shareholder
		Services Agreement effective as of August 28, 2000, as amended on November 13,
		2000 and February 1, 2002 among Franklin Templeton Distributors, Inc., Franklin
		Templeton Investor Services, LLC, and ING Life Insurance and Annuity Company
		(formerly 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.
(8.56	)	(Retail) Fourth Amendment dated as of July 1, 2010 to the Master Shareholder
		Services Agreement effective as of August 28, 2000, as amended on November 13,
		2000, February 1, 2002 and May 1, 2004 among Franklin Templeton Investor
		Services, LLC, Franklin Templeton Distributors, Inc., ING Life Insurance and
		Annuity Company and ING Financial Advisers, LLC ·Incorporated by reference to
		Post-Effective Amendment No. 58 to Registration Statement on Form N-4 (File No.
		333-01107), as filed on December 3, 2010.
(8.57	)	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.
(8.58	)	Intercompany Agreement dated December 22, 2010 (effective January 1, 2010) between
		Directed Services LLC and ING Life Insurance and Annuity Company
(8.59	)	Intercompany Agreement dated December 22, 2010 (effective January 1, 2010) between
		ING Investment Management LLC and ING Life Insurance and Annuity Company
(8.60	)	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.
(8.61	)	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.
(8.62	)	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.
(8.63	)	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.
(8.64	)	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.
(8.65	)	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.
(8.66	)	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.
(8.67	)	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.
(8.68	)	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.


(8.69	)	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.
(8.70	)	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.
(8.71	)	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.
(8.72	)	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.
(8.73	)	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.
(8.74	)	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.
(8.75	)	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.


(8.76	)	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.
(8.77	)	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.
(8.78	)	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.
(8.79	)	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.
(8.80	)	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.


(8.81	)	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.
(8.82	)	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.
(8.83	)	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.
(8.84	)	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.


(8.85	)	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.
(8.86	)	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.
(8.87	)	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.
(8.88	)	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.
(8.89	)	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.
(8.90	)	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.
(8.91	)	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.
(8.92	)	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.
(8.93	)	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 · Incorporated by reference to
		Initial Registration Statement on Form N-4 (File No. 333-167680), as filed on June
		22, 2010.
(8.94	)	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. ·Incorporated by reference to Initial
		Registration Statement on Form N-4 (File No. 333-167680), as filed on June 22,
		2010.
(8.95	)	(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.


(8.96	)	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.
(8.97	)	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.
(8.98	)	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.
(8.99	)	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.
(8.100	)	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.


(8.101	)	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.
(8.102	)	Selling and Services Agreement and Fund Participation Agreement
		dated January 17, 2011 by and between ING Life Insurance and
		Annuity Company, ING Institutional Plan Services, LLC, ING
		Financial Advisers, LLC and USAA Investment Management
		Company.
(8.103	)	Rule 22c-2 Agreement dated January 17, 2011 among USAA
		Mutual Funds Trust, 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.
(9	)	Opinion and Consent of Counsel*
(10	)	Consent of Independent Registered Public Accounting Firm*
(11	)	Not applicable
(12	)	Not applicable
(13	)	Powers of Attorney ·Incorporated by reference to Initial Registration Statement
		on Form N-4 (File No. 333-167680), as filed on June 22, 2010.

*To be filed by amendment

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. 5 to the

Registration Statement on Form N-6 for Security Life Separate Account L1 of Security Life of

Denver Insurance Company (File No. 333-147534), as filed with the Securities and Exchange

Commission on February 4, 2011.

Item 27. Number of Contract Owners

As of December 31, 2010, there were 637,119 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(2); (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 either or both the principal underwriter, 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 (a.k.a.

“Financial Institutional Bond”).

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

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	Principal Business Address	Positions and Offices with Underwriter

Nancy D. Clifford	One Orange Way	Vice President
	Windsor, CT 06095-4774

Chris Cokinis	909 Locust Street	Vice President
	Des Moines, IA 50309

William P. Elmslie	One Orange Way	Vice President
	Windsor, CT 06095-4774

Joseph J. Elmy	5780 Powers Ferry Road, N.W.	Vice President, Tax
	Atlanta, GA 30327-4390

Bernard P. Heffernon	10740 Nall Avenue, Suite 120	Vice President
	Overland Park, KS 66211

Mark E. Jackowitz	22 Century Hill Drive, Suite 101	Vice President
	Latham, NY 12110

Dave Kaherl	One Orange Way	Vice President
	Windsor, CT 06095-4774

David Kelsey	One Orange Way	Vice President
	Windsor, CT 06095-4774

Barbara J. Kesterson	909 Locust Street	Vice President
	Des Moines, IA 50309

George D. Lessner, Jr.	15455 North Dallas Parkway	Vice President
	Suite 1250
	Addision, TX 75001

Katherine E. Lewis	10700 West Research Drive	Vice President
	Suite 190
	Milwaukee, WI 53226

David J. Linney	2900 North Loop West, Suite 180	Vice President
	Houston, TX 77092

Frederick C. Litow	5780 Powers Ferry Road, N.W.	Vice President
	Atlanta, GA 30327-4390

Mark R. Luckinbill	2841 Plaza Place, Suite 210	Vice President
	Raleigh, NC 27612

Richard T. Mason	One Orange Way	Vice President
	Windsor, CT 06095-4774

Pamela L. Mulvey	One Orange Way	Vice President
	Windsor, CT 06095-4774

Brian J. Murphy	One Orange Way	Vice President
	Windsor, CT 06095-4774

David Pendergrass	5780 Powers Ferry Road, N.W.	Vice President and Treasurer
	Atlanta, GA 30327-4390


Name	Principal Business Address	Positions and Offices with Underwriter

Ethel Pippin	One Orange Way	Vice President
	Windsor, CT 06095-4774

Michael J. Pise	One Orange Way	Vice President
	Windsor, CT 06095-4774

Spencer T. Shell	5780 Powers Ferry Road, N.W.	Vice President and Assistant Treasurer
	Atlanta, GA 30327-4390

Frank W. Snodgrass	9020 Overlook Blvd.	Vice President
	Brentwood, TN 37027

Christina M. Starks	2000 21^stAvenue NW	Vice President
	Minot, North Dakota 58703

Carl P. Steinhilber	One Orange Way	Vice President
	Windsor, CT 06095-4774

Terran Titus	One Orange Way	Vice President
	Windsor, CT 06095-4774

S. Bradford Vaughan, Jr.	520 Pike Street, Suite 2510	Vice President
	Seattle, WA 98101

Judeen T. Wrinn	One Orange Way	Vice President
	Windsor, CT 06095-4774

Nancy S. Stillman	One Orange Way	Assistant Vice President
	Windsor, CT 06095-4774

Kristin H. Hultgren	One Orange Way	Chief Financial Officer
	Windsor, CT 06095-4774

Joy M. Benner	20 Washington Avenue South	Secretary
	Minneapolis, MN 55401

John Cecere	One Orange Way	Assistant Secretary
	Windsor, CT 06095-4774

Tina M. Nelson	20 Washington Avenue South	Assistant Secretary
	Minneapolis, MN 55401

Melissa A. O’Donnell	20 Washington Avenue South	Assistant Secretary
	Minneapolis, MN 55401

Randall K. Price	20 Washington Avenue South	Assistant Secretary
	Minneapolis, MN 55401

Susan M. Vega	20 Washington Avenue South	Assistant Secretary
	Minneapolis, MN 55401

Barry Eidex	5780 Powers Ferry Road, N.W.	Tax Officer
	Atlanta, GA 30327-4390

Terry L. Owens	5780 Powers Ferry Road, N.W.	Tax Officer
	Atlanta, GA 30327-4390

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.


	VARIABLE ANNUITY ACCOUNT C
	EXHIBIT INDEX

Exhibit No.	Exhibit

24(b)(5.2)	Variable Annuity Contract Application (155634 (07/10))

24(b)8.25)	(Retail) Seventh Amendment effective December 1, 2010 to the
	Participation Agreement dated January 1, 2003, and as amended on
	January 3, 2006, November 1, 2006, February 1, 2007, October 1,
	2008, January 30, 2009 and May 1, 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

24(b)(8.58)	Intercompany Agreement dated December 22, 2010 (effective
January 1, 2010) between Directed Services LLC and ING Life
	Insurance and Annuity Company

24(b)(8.59)	Intercompany Agreement dated December 22, 2010 (effective
	January 1, 2010) between ING Investment Management LLC and
	ING Life Insurance and Annuity Company

24(b)(8.102)	Selling and Services Agreement and Fund Participation Agreement
	dated January 17, 2011 by and between ING Life Insurance and
	Annuity Company, ING Institutional Plan Services, LLC, ING
	Financial Advisers, LLC and USAA Investment Management
	Company

24(b)(8.103)	Rule 22c-2 Agreement dated January 17, 2011 among USAA
	Mutual Funds Trust, 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.

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

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


*To be filed by amendment


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	31
The Income Phase	33
Contract Distribution	36
Tax Considerations	38
Other Topics	47


CONTRACT OVERVIEW


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

ING	You (the participant): The individual who participates in the contract through a
USFS Customer Service	retirement plan.
Defined Contribution
Administration	Plan Sponsor: The sponsor of your retirement plan. Generally, your employer.
P.O. Box 990063
Hartford, CT 06199-0063	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
1-800-262-3862	owner.

Sending Forms and	We (the Company): ING Life Insurance and Annuity Company. We issue the
Written Requests in Good	contract.
Order.
	For greater detail, review “Contract Ownership and Rights” and “Contract
If you are writing to change	Purchase and Participation.”
your beneficiary, request a
withdrawal, or for any other	The Contract and Your Retirement Plan
purpose, contact your local
representative or the	Retirement Plan (plan): A plan sponsor has established a plan for you. This
Company to learn what	contract is offered as a funding option for that plan. We are not a party to the
information is required in	plan.
order for the request to be in
“good order.” By contacting	Plan Type: We refer to the plan by the Tax Code section under which it
us, we can provide you with	qualifies. For example: a “403(b) plan” is a plan that qualifies for tax treatment
the appropriate	under Tax Code section 403(b). To learn which Tax Code section applies to
administrative form for your	your plan, contact your plan sponsor, your local representative or the Company.
requested transaction.
	Use of an Annuity Contract in your Plan: Under the federal tax laws,
Generally, a request is	earnings on amounts held in annuity contracts are generally not taxed until they
considered to be in “good	are withdrawn. However, in the case of a qualified retirement account (such as
order” when it is signed,	a 401(a) , 401(k), Roth 401(k), 403(b), Roth 403(b), 457(b) or Roth 457(b)
dated and made with such	plan), an annuity contract is not necessary to obtain this favorable tax treatment
clarity and completeness that	and does not provide any tax benefits beyond the deferral already available to
we are not required to	the tax qualified account itself. Annuities do provide other features and benefits
exercise any discretion in	(such as a guaranteed death benefit under some contracts or the option of
carrying it out.	lifetime income phase options at established rates) that may be valuable to you.
	You should discuss your alternatives with your financial representative taking
We can only act upon written	into account the additional fees and expenses you may incur in an annuity. See
requests that are received in	“Contract Purchase and Participation.”
good order.
	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.167680-11	4



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), 457(b) or Roth 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.


Who Owns Money Accumulated Under the Contract?

>	Under Governmental 457(b) or Roth 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.


Account Years or Contract
Years (depending upon the
contract)	Early Withdrawal Charge
Fewer than 5	5	%
5 or more but fewer than 7	4	%
7 or more but fewer than 9	3	%
9 or more but fewer than 10	2	%
10 or more	0	%


Contents of the Statement of Additional Information	49
Appendix I - Guaranteed Accumulation Account	50
Appendix II - Fixed Plus Account II	53
Appendix III - Fixed Account	57
Appendix IV - Participant Appointment of Employer as Agent Under an Annuity Contract	58
Appendix V - Description of Underlying Funds	59


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

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


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


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


*II. Maximum Periodic Fees and Charges*
*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
PRO.167680-11	20


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 no
later than seven calendar days following our receipt of your disbursement form
in good order.




PRO.167680-11			27


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. Unless
specifically permitted by the terms of your plan and supported by your plan’s administrator and recordkeeper, a loan
is not available from your Roth 457(b) contract 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.167680-11	28


> Leaving the account value invested in the contract.

Death Benefit Options. The various death benefit options that may be made available by the Company under the
contract are listed below. For information about the death benefit applicable to you, please see your
certificate/enrollment materials or the contract (held by the contract holder).




PRO.167680-11	31


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.167680-11	34


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




PRO.167680-11	37


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).

PRO.167680-11		38


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;

PRO.167680-11		42


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.


a	)	The distribution occurs after the five-year taxable period measured from the earlier of:

		i)	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;

		ii)	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; or

		iii)	The first taxable year in which you made an in-plan Roth rollover of vested non-Roth amounts
			otherwise eligible for distribution under the same plan; and


b	)	The distribution occurs after you attain age 59½, die with payment being made to your beneficiary, or
		become disabled as defined in the Tax Code.


a)	The calendar year you attain age 70½;
b)	When you experience a severance from employment with your employer; or
c)	When you experience an unforeseeable emergency.


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.




PRO.167680-11		44


>	Under 401(a), 401(k), Roth 401(k), governmental 457(b) and Roth 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) and Roth 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.


>	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.




PRO.167680-11		45


* 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.167680-11	58


Artisan International Fund	Seeks maximum long-term capital growth.

Investment Adviser: Artisan Partners Limited
Partnership


Subadviser: ING Investment Management Co.
ING MidCap Opportunities Portfolio	Seeks long-term capital appreciation.
Investment Adviser: ING Investments, LLC
Subadviser: ING Investment Management Co.




PRO.167680-11	64


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, 2010
			-	Statements of Operations for the year ended December 31, 2010
			-	Statements of Changes in Net Assets for the years ended December 31, 2010
				and 2009
			-	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,
				2010, 2009 and 2008
			-	Consolidated Balance Sheets as of December 31, 2010 and 2009
			-	Consolidated Statements of Changes in Shareholder’s Equity for the years
				ended December 31, 2010, 2009 and 2008
			-	Consolidated Statements of Cash Flows for the years ended December 31,
				2010, 2009 and 2008
			-	Notes to Consolidated Financial Statements


(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.


(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,


Item 25. Directors and Officers of the Depositor

Name	Principal Business Address	Positions and Offices with Depositor

Catherine H. Smith	One Orange Way	President and Director
	Windsor, CT 06095-4774
Patrick G. Flynn	Amstelveenseweg 500	Director and Chairman
	1081 KL Amsterdam
	The Netherlands
Donald W. Britton	20 Washington Avenue South	President and Director
	Minneapolis, Minnesota 55401
Lynne R. Ford	230 Park Avenue	Director
	New York, NY 10169
Robert G. Leary	230 Park Avenue	Director
	New York, NY 10169
Ewout L. Steenbergen	230 Park Avenue	Director, Executive Vice President and
	New York, NY 10169	Chief Financial Officer
Michael S. Smith	1475 Dunwoody Drive	Director
	West Chester, PA 19380
Steven T. Pierson	5780 Powers Ferry Road, N.W.	Senior Vice President and Chief
	Atlanta, GA 30327-4390	Accounting Officer
Boyd G. Combs	5780 Powers Ferry Road, N.W.	Senior Vice President, Tax
	Atlanta, GA 30327-4390


(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									$43,979,093.81
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 2010.

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; and

(c)	to deliver any Statement of Additional Information and any financial statements
	required to be made available under this Form N-4 promptly upon written or oral
	request.


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

	By:	ING LIFE INSURANCE AND ANNUITY
		COMPANY
		(Depositor)

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


Signature	Title	Date

Catherine H. Smith*	President and Director	)
Catherine H. Smith	(principal executive officer)	)
		)
	Director and Chairman	) February
Patrick G. Flynn		) 11, 2011
		)
Donald W. Britton*	Director	)
Donald W. Britton		)
		)
Lynne R. Ford*	Director and Executive Vice President	)
Lynne R. Ford		)
		)
Robert G. Leary*	Director	)
Robert G. Leary		)
		)
Michael S. Smith*	Director	)
Michael S. Smith		)
		)
Ewout L. Steenbergen*	Director, Executive Vice President and Chief Financial	)
Ewout L. Steenbergen	Officer	)
		)