485BPOS

As filed with the Securities and Exchange Commission on August 1, 2005				Registration No. 333-70600 Registration No. 811-5626
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-4 POST-EFFECTIVE AMENDMENT NO. 8 [   ] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 AMENDMENT NO. [   ] (Check appropriate box or boxes)
SEPARATE ACCOUNT B (Exact name of Registrant) ING USA ANNUITY AND LIFE INSURANCE COMPANY (Name of Depositor) 1475 Dunwoody Drive West Chester, Pennsylvania 19380-1478 (Address of Depositor's Principal Executive Offices) (Zip Code) Depositor's Telephone Number, including Area Code (610) 425-3400
Linda E. Senker, Esq			Michael A. Pignatella, Esq.		James Shuchart, Esq.
ING			ING		ING
1475 Dunwoody Drive			151 Farmington Avenue		1475 Dunwoody Drive
West Chester, PA 19380-1478			Hartford, CT 06156		West Chester, PA 19380-1478
(610) 425-4139			(860) 723-2239		(610) 425-3563
(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 (check appropriate box):
		immediately upon filing pursuant to paragraph (b) of Rule 485
	X	on August 15, 2005 pursuant to paragraph (b) of Rule 485
		60 days after filing pursuant to paragraph (a)(1) of Rule 485
		on _______________________ pursuant to paragraph (a)(1) of Rule 485

If appropriate, check the following box:
	this post-effective amendment designates a new effective date for a previously filed post-effective amendment.
Title of Securities Being Registered: Deferred Combination Variable and Fixed Annuity Contracts

PART A

The Prospectus, as supplemented, dated April 29, 2005, is incorporated into Part A, of this Post-Effective Amendment No. 8 by reference to the Registrant's filing under Rule 497(c) as filed on May 9, 2005 (File No. 333-70600).

A supplement dated August 15, 2005 to the Prospectus is included in Part A of this Post-Effective Amendment No. 8.

ING USA Annuity and Life Insurance Company Separate Account B of ING USA Annuity and Life Insurance Company ING Rollover Choice Variable Annuity Supplement dated August 15, 2005 to the Contract Prospectus and Statement of Additional Information dated April 29, 2005
The information in this Supplement updates and amends certain information contained in the Contract Prospectus and Statement of Additional Information. You should read this Supplement along with the current Contract Prospectus and Statement of Additional Information (SAI).
Effective September 1, 2005, or upon state approval, whichever is later, an optional Minimum Guaranteed Income Benefit ("MGIB") rider may be available under your Contract. The MGIB rider is an optional benefit available for an extra charge, as described below.
The following section is added to the "Separate Account Annual Charges" subsection of the "Fees and Expenses" section of the Contract Prospectus.
	Optional Rider Charge 6
		Minimum Guaranteed Income Benefit rider:
			As an Annual Charge		As a Quarterly Charge
			0.60% of the MGIB Benefit Base7		0.15% of the MGIB Benefit Base7
			6	We deduct optional rider charges from the subaccounts in which you are invested on each quarterly Contract anniversary and pro-rata on termination of the Contract; if the value in the subaccounts is insufficient, the optional rider charges will be deducted from the Fixed Interest Allocation(s) nearest maturity, and the amount deducted may be subject to a Market Value Adjustment.
			7	Please see "Minimum Guaranteed Income Benefit Rider Charge" and "Optional Minimum Guaranteed Income Benefit Rider" in this supplement.
The following replaces the Example section beginning on page 7 of the Contract Prospectus.
	Example: This Example is intended to help you compare the cost of investing in the Contract with the cost of investing in other variable annuity Contracts. These costs include Contract owner transaction expenses, Contract fees, separate account annual expenses, and Trust or Fund fees and expenses.
	The example assumes that you invest $10,000 in the Contract for the time periods indicated. The example also assumes that your investment has a 5% return each year and assumes the maximum fees and expenses of any of the Trusts or Funds. Specifically, the example assumes election of Option Package III for Contracts established on or after August 7, 2003. The example reflects the deduction of a mortality and expense risk charge, an asset-based administrative charge, and the annual Contract administrative charge as an annual charge of 0.01% of assets. The Example also assumes you elected the Minimum Guaranteed Income Benefit rider with an assumed charge of 0.74% annually, where the rider base is equal to the initial premium and increases by 5% annually, and the rider charge is assessed each quarter on a base equal to the hypothetical $10,000 premium increasing at 5% per year. The assumed annual rider charge of 0.74% results from the assumption of a 5% annual increase in the

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rider base and a 5% earnings increase in the Contract value before expenses. Thus, 0.74% represents an annual charge over the 10-year period which is equivalent to a charge of 0.15% of the rider base per quarter over the same period. If you elect different options, your expenses may be lower. Note that if some or all of the amounts held under the Contract are transfer amounts or otherwise not subject to surrender charge, the actual surrender charge will be lower than that represented in the example. Surrender charges may apply if you choose to annuitize your Contract within the first Contract year and, under certain circumstances, within the first 7 Contract years.

	Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
1) If you surrender your Contract at the end of the applicable time period:
		1 year		3 years	5 years	10 years
		$989		$1,747	$2,521	$5,246
2) If you annuitize at the end of the applicable time period:
		1 year		3 years	5 years	10 years
		$989		$1,747	$2,521	$5,246
3) If you do not surrender your Contract:
		1 year		3 years	5 years	10 years
		$389		$1,247	$2,221	$5,246
	Compensation is paid for the sale of the Contracts. For information about this compensation, see "Other Contract Provisions - Selling the Contract" in the Contract Prospectus.
The following replaces the last paragraph of the "Contract Value in the Subaccounts" section on page 20 of the Contract Prospectus.
	On each business day after the Contract date, we calculate the amount of Contract value in each subaccount as follows:
	(1)		We take the Contract value in the subaccount at the end of the preceding business day.
	(2)		We multiply (1) by the subaccount's Net Rate of Return since the preceding business day.
	(3)		We add (1) and (2).
	(4)		We add to (3) any additional premium payments and then add or subtract any transfers to or from that subaccount.
	(5)		We subtract from (4) any withdrawals and any related charges, and then subtract any Contract fees (including any rider charges) and premium taxes.
The following section is added to the "Charges Deducted from the Subaccounts" subsection of the "Charges and Fees" section of the Contract Prospectus.
	Optional Minimum Guaranteed Income Benefit Rider Charge. Subject to state availability, you may purchase an optional Minimum Guaranteed Income Benefit rider. So long as the rider is in effect, we will deduct a separate quarterly charge for the optional benefit rider through a pro-rata reduction of the Contract value of the subaccounts in which you are invested. If there is insufficient Contract value in the subaccount, we will deduct the charge from your Fixed Interest Allocations nearest their maturity date. We deduct each rider charge on the quarterly Contract anniversary in arrears, meaning we deduct the first charge on the first quarterly anniversary following the rider date. If the rider is added to an existing Contract, the first quarter's charge will be reduced proportionally for the portion of the quarter that the rider was not in effect.

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A "quarterly anniversary date" is the date three months from the Contract date that falls on the same date in the month as the Contract date. For example, if the Contract date is February 12, the quarterly anniversary date is May 12. If there is no corresponding date in the month, the quarterly anniversary date will be the last date of such month. If the quarterly anniversary date falls on a weekend or holiday, we will use the value as of the subsequent business day.

For a description of the rider and the defined terms used in connection with the rider, see "Optional Minimum Guaranteed Benefit Income Rider," below.
	Minimum Guaranteed Income Benefit (MGIB). The charge for the MGIB rider is as follows:
		As an Annual Charge	As a Quarterly Charge
		0.60% of the MGIB Benefit Base	0.15% of the MGIB Benefit Base

The following section is added to the Contract Prospectus.
	Optional Minimum Guaranteed Income Benefit Rider Effective September 1, 2005, and subject to state availability, you may elect to purchase an optional Minimum Guaranteed Income Benefit ("MGIB") rider. The MGIB rider has a separate charge. Once elected, the rider generally may not be cancelled. You may not remove the rider and charges will be assessed regardless of the performance of your Contract. Please see "Optional Rider Charge" above, for information on rider charges.
	For Contracts issued on or after September 1, 2005, the MGIB rider must be elected with your application. For Contracts issued prior to September 1, 2005 where the MGIB rider is approved, you must elect the MGIB rider by submitting your election in writing to us at our Customer Service Center on or before November 30, 2005. We reserve the right to offer other election periods to existing contract holders at our discretion.
	The following describes the optional MGIB rider. Please retain this supplement with your Contract Prospectus so that you will have it for future reference. The MGIB rider may not be appropriate for all investors. You should analyze the rider thoroughly and understand it completely before you select it. The MGIB rider does not guarantee any return of principal or premium payments and does not guarantee performance for any specific investment portfolio under the Contract. You should consult a qualified financial adviser in evaluating the MGIB rider.
	The MGIB rider may not be available in all states. Check with our Customer Service Center for availability in your state. The telephone number is (800) 366-0066.
	Rider Date. The rider date is the date the MGIB rider becomes effective. The rider date is also the Contract date if you purchase the MGIB rider when the Contract is issued. No Cancellation. Once you purchase the MGIB rider, you may not cancel it unless you cancel the Contract during the Contract's free look period, surrender, annuitize or otherwise terminate the Contract. These events automatically cancel the MGIB rider. Once the Contract continues beyond the free look period, you may not cancel the MGIB rider. The Company may, at its discretion, cancel and/or replace the MGIB rider at your request in order to renew or reset the rider.
	Termination. The MGIB rider is a "living benefit" which means the guaranteed benefits offered are intended to

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	be available to you while you are living and while your Contract is in the accumulation phase. The optional rider automatically terminates if you: annuitize, surrender or otherwise terminate your Contract during the accumulation phase; or die during the accumulation phase (first owner to die if there are multiple Contract owners, or at death of annuitant if Contract owner is not a natural person), unless your spouse beneficiary elects to continue the Contract. The MGIB rider will also terminate if there is a change in Contract ownership (other than a spousal beneficiary continuation on your death). In addition to spousal continuation, the following transactions are not considered a change of ownership for purposes of termination of the MGIB rider: 1) Transfers from custodian to custodian; 2) Transfers from a custodian for the benefit of an individual to the same individual; 3) Transfers from an individual to a custodian for the benefit of the same individual; 4) Collateral assignments; 5) Transfers from trust to trust where the Contract owner and the grantor of the trust is the same individual; 6) Transfers from an individual to a trust where the Contract owner and the grantor of the trust is the same individual; 7) Transfers from a trust to an individual where the Contract owner and the grantor of the trust is the same individual. Other circumstances that may cause the MGIB rider to terminate automatically are discussed below. Minimum Guaranteed Income Benefit ("MGIB") Rider. The MGIB rider is an optional benefit that guarantees a minimum amount of annuity income will be available to you if you annuitize on the MGIB Date, regardless of fluctuating market conditions. The amount of the Minimum Guaranteed Income Benefit will depend on the amount of premiums you pay during the first rider year, the amount of Contract value you allocate or transfer to Special Fund or Excluded Fund transfers, and any withdrawals you take while the rider is in effect. Thus, investing in Special Funds or Excluded Funds may limit the MGIB benefit. The following investment options are designated as Special Funds for purposes of calculating the MGIB Benefit Base: ING Liquid Assets Portfolio, ING PIMCO Core Bond Portfolio, ING PIMCO Total Return Portfolio, ING VP Intermediate Bond Portfolio, ING Oppenheimer Strategic Income Portfolio, ING Solution Income Portfolio, PIMCO VIT Real Return Portfolio, the Fixed Account, and the Fixed Interest Division. Please see "The Trust and Funds - Covered Funds and Special Funds" in your Contract Prospectus. No investment options are currently designated as Excluded Funds.
	The charge we deduct under the MGIB Rider is 0.60% of the MGIB Benefit Base. The calculation of the MGIB Benefit Base is described in "Determining the MGIB Annuity Income," below.
	Ordinarily, the amount of income that will be available to you on the annuity start date is based on your Contract value, the annuity option you selected and the guaranteed income factors in effect on the date you annuitize. If you purchase the MGIB rider, the amount of income that will be available to you upon annuitization on the MGIB Date is the greatest of: 1) your annuity income based on your Contract value on the MGIB Date adjusted for any Market Value Adjustment (see Appendix C of the Contract Prospectus and the Fixed Account II prospectus) applied to the guaranteed income factors specified in your Contract for the annuity option you selected; 2) your annuity income based on your Contract value on the MGIB Date adjusted for any Market Value Adjustment (see Appendix C of the Contract Prospectus and the Fixed Account II prospectus) applied to the then-current income factors in effect for the annuity option you selected; or 3) the MGIB annuity income based on your MGIB Benefit Base on the MGIB Date applied to the MGIB income factors specified in your rider for the MGIB annuity option you selected. Prior to applying the MGIB income factors, we will adjust the MGIB Benefit Base for any premium tax recovery and Market Value Adjustment (see Appendix C of the Contract Prospectus and the Fixed Account II prospectus) that would otherwise apply at annuitization.
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The guaranteed factors contained in the MGIB rider generally provide lower payout per $1,000 of value applied than the guaranteed factors found in your Contract. Although the minimum income provided under the rider can be determined in advance, the Contract value in the future is unknown, so the income provided under a Contract with the MGIB rider attached may be greater or less than the income that would be provided under the Contract without the rider. Generally, the income calculated under the rider will be greater than the income provided under the Contract whenever the MGIB Benefit Base (greater of the Rollup and Ratchet Bases) is sufficiently in excess of the Contract value to offset the additional conservatism reflected in the rider's income factors compared to those in the Contract. The income factors in the MGIB rider generally reflect a lower interest rate and more conservative mortality than the income factors in the Contract. The degree of relative excess that the income facto rs require to produce more income will vary for each individual circumstance. If the Contract value exceeds the MGIB Benefit Base at time of annuitization, the Contract will generally produce greater income than the rider. Please see Appendix A - Examples of Minimum Guaranteed Income Benefit Calculation, at the end of this supplement.
The MGIB Benefit Base is only a calculation used to determine the MGIB annuity income. The MGIB Benefit Base does not represent a Contract value, nor does it guarantee performance of the subaccounts in which you are invested. It is also not used in determining the amount of your cash surrender value and death benefits. The MGIB Benefit Base is tracked separately for Covered, Special and Excluded Funds, based on initial allocation of eligible premium (or Contract value, if applicable) and subsequently allocated eligible premiums, withdrawals and transfers. Prior to your latest annuity start date, you may choose to exercise your right to receive payments under the MGIB rider. Payments under the rider begin on the MGIB Date. We require a 10-year waiting period before you can annuitize the MGIB rider benefit. The MGIB must be exercised in the 30-day period prior to the end of the waiting period or any subsequent Contract anniversary. At your request, the Company may in its discretion extend the latest Contract annuity start date without extending the MGIB Date.
Determining the MGIB Annuity Income. On the MGIB Date, we calculate your MGIB annuity income as follows:
	1)	We first determine your MGIB Benefit Base: The MGIB Benefit Base is equal to the greater of the MGIB Rollup Base and the MGIB Ratchet Base, which may be reduced by an amount equal to the ratio of any outstanding loan balance (where applicable) to the Contract value multiplied by the MGIB Base.
		a)	Calculation of MGIB Rollup Base
			The MGIB Rollup Base is equal to the lesser of the Maximum MGIB Base and the sum of (a), (b) and (c) where:
			(a) is the MGIB Rollup Base for Covered Funds; (b) is the MGIB Rollup Base for Special Funds; and I is the Contract value of Excluded Funds. The Maximum MGIB Base applicable to the MGIB Rollup Base is 300% of eligible premiums adjusted pro-rata for withdrawals. This means that the Maximum MGIB Base is reduced for withdrawals by the same proportion that the withdrawal reduces the Contract value. The Maximum MGIB Base is not allocated by Fund category. The MGIB Rollup Base allocated to Covered Funds equals the eligible premiums allocated to Covered Funds, adjusted for subsequent withdrawals and transfers taken or made while the MGIB rider is in effect, accumulated at the MGIB Rate to the earlier of the oldest owner reaching age 80 and the MGIB Rollup Base reaching the Maximum MGIB Base. The MGIB Rollup Base accumulates at 0% thereafter. The MGIB Rate is currently 5%. The MGIB Rate is an annual effective rate. We may, at our discretion, discontinue offering this rate. The MGIB Rate will not change for those Contracts that have already purchased the MGIB rider.

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	The MGIB Rollup Base allocated to Special Funds equals the eligible premiums allocated to Special Funds, adjusted for subsequent withdrawals and transfers taken or made while the MGIB rider is in effect. The MGIB Rate does not apply to the MGIB Rollup Base allocated to Special Funds, so the MGIB Rollup Base allocated to Special Funds does not accumulate. The MGIB Rollup Base allocated to Excluded Funds equals the eligible premiums allocated to Excluded Funds, adjusted for subsequent withdrawals and transfers taken or made while the MGIB rider is in effect, accumulated at the MGIB rate to the earlier of the oldest owner reaching age 80 and the MGIB Rollup Base reaching the Maximum MGIB Base, and at 0% thereafter. The MGIB Rollup Base allocated to Excluded Funds is used only for transfer adjustments and rider charges. It is not included in the MGIB Rollup Base used to determine benefits.
	Eligible premiums are those premiums paid within one year of purchasing the MGIB rider. Premiums added after that date are excluded from the MGIB Rollup Base.
	Withdrawals reduce the MGIB Rollup Base on a pro-rata basis. The percentage reduction in the MGIB Rollup Base for each Fund category (i.e. Covered, Special or Excluded) equals the percentage reduction in Contract value in that Fund category resulting from the withdrawal. This means that the MGIB Rollup Base for Covered Funds, Special Funds or Excluded Funds is reduced for withdrawals by the same proportion that the withdrawal reduces the Contract value allocated to Covered Funds, Special Funds or Excluded Funds. For example, if the Contract value in Covered Funds is reduced by 25% as the result of a withdrawal, the MGIB Rollup Base allocated to Covered Funds is also reduced by 25% (rather than by the amount of the withdrawal). Because the MGIB Rollup Base is tracked separately for Covered, Special and Excluded Funds, when you make transfers between Covered, Special Funds and Excluded Funds, there is an impact on the MGIB Rollup Base. Net transfers between Covered Funds and Special Funds will reduce the MGIB Rollup Base allocated to Covered Funds or Special Funds, as applicable, on a pro-rata basis. This means that the MGIB Rollup Base allocated to Covered Funds or Special Funds will be reduced by the same percentage as the transfer bears to the Contract value allocated to Covered Funds or Special Funds. For example, if the Contract value in Covered Funds is reduced by 25% as the result of the transfer, the MGIB Rollup Base allocated to Covered Funds is also reduced by 25% (rather than by the amount of the transfer). The resulting increase in the MGIB Rollup Base allocated to Special or Excluded Funds, as applicable, will equal the reduction in the MGIB Rollup Base allocated to Covered Funds. Transfers from Special Funds to Co vered Funds are treated in the same way. Net transfers from Excluded Funds will reduce the MGIB Rollup Base allocated to Excluded Funds on a pro-rata basis. The resulting increase in the MGIB Rollup Base allocated to Covered or Special Funds, as applicable, will equal the lesser of the Contract value transferred and the reduction in the MGIB Rollup Base allocated to Excluded Funds.
b)	Calculation of MGIB Ratchet Benefit Base
	The MGIB Ratchet Benefit Base is equal to the sum of (a) and (b) where:
	(a) is the MGIB Ratchet Base for Covered Funds and Special Funds; and (b) is the Contract value for Excluded Funds.

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			The MGIB Ratchet Base for Covered Funds, Special Funds and Excluded Funds equals:
			· on the rider date, eligible premiums or the Contract value (if the rider is added after the Contract date) allocated to Covered Funds, Special Funds and Excluded Funds; · on each Contract anniversary date prior to attainment of age 90, the MGIB Ratchet Base for Covered Funds, Special Funds and Excluded Funds is set equal to the greater of : 1) the current Contract value allocated to Covered Funds, Special Funds and Excluded Funds (after any deductions occurring on that date); and 2) the MGIB Ratchet Base for Covered Funds, Special Funds and Excluded Funds from the most recent prior Contract anniversary date, adjusted for any new eligible premiums and withdrawals attributable to Covered Funds, Special Funds or Excluded Funds and transfers. · at other times, the MGIB Ratchet Base for Covered Funds, Special Funds or Excluded Funds is the MGIB Ratchet Base from the prior Contract anniversary date, adjusted for subsequent eligible premiums and withdrawals attributable to Covered Funds, Special Funds or Excluded Funds and transfers.
			The MGIB Ratchet Base allocated to Excluded Funds is used only for transfer adjustments and rider charges. It is not included in the MGIB Ratchet Benefit Base used to determine benefits.
	2)	Then we determine the MGIB annuity income by multiplying your MGIB Benefit Base (adjusted for any Market Value Adjustment (see Appendix C of the Contract Prospectus and the Fixed Account II prospectus), surrender charge and premium taxes) by the income factor, and then divide by $1,000.
MGIB Income Options
The following are the MGIB Income Options available under the MGIB Rider:
	(i)	Income for Life (Single Life or Joint with 100% Survivor) and 10-20 year certain.
	(ii)	Income for 20-30 year certain.
	(iii)	Any other income plan offered by the Company in conjunction with the MGIB rider on the MGIB Date.
Once during the life of the Contract, you have the option to elect to apply up to 50% of the MGIB Benefit Base to one of the MGIB Income Options available under the rider. This option may only be exercised on a Contract anniversary at or after the end of the waiting period. The portion of the MGIB Benefit Base so applied will be used to determine the MGIB income, as is otherwise described in this supplement. The Contract value will be reduced on a pro-rata basis. Any subsequent exercise of your right to receive payments, including Early MGIB benefits, under the MGIB rider must be for 100% of the remaining value. The exercise of this partial annuitization of the MGIB Benefit Base does not affect your right to annuitize under the Contract without regard to the rider. The amount applied to the partial annuitization will be treated as a withdrawal for purposes of adjusting Contract and rider values. Please note that if you elect partial annuitization, income payments received will be taxed as withdrawals. Please consult your tax adviser before making this election, as the taxation of partial annuitization is uncertain.

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Purchase. To purchase the MGIB rider, you must be age 70 or younger on the rider date and the ten-year waiting period must end at or prior to the latest annuity start date. Generally, the MGIB rider must be purchased (i) on the Contract date, or (ii) within thirty days after the Contract date. For Contracts issued prior to September 1, 2005, where the MGIB rider is approved, you must elect the MGIB rider by submitting your election in writing to us at our Customer Service Center on or before November 30, 2005, or as we otherwise provide at our discretion. There is a ten-year waiting period before you can annuitize under the MGIB rider, unless you elect Early MGIB benefits.

The MGIB Date. If you purchased the MGIB rider on the Contract date or added the MGIB rider within 30 days following the Contract date, the MGIB Date is the Contract anniversary on or after the tenth Contract anniversary when you decide to exercise your right to annuitize under the MGIB rider. If you added the MGIB rider at any other time, your MGIB Date is the Contract anniversary at least 10 years after the rider date when you decide to exercise your right to annuitize under the MGIB rider.

Early MGIB. Prior to the MGIB Date, you may elect to receive Early MGIB benefits by providing a written request to our Customer Service Center within 30 days prior to an Early MGIB Exercise Date, which is a Contract anniversary prior to the MGIB Date. Your election to receive Early MGIB benefits will become effective as of the Early MGIB Exercise Date following receipt of this request in good order. The first Early MGIB Exercise Date is specified in your rider and is currently the first Contract anniversary which is at least 5 years after the rider date.

If you elect to receive Early MGIB benefits, the MGIB Annuity Income will be determined as noted above in "Determining the MGIB Annuity Income," but will be adjusted by using an Age Setback formula. Under this formula, the MGIB Annuity Income will equal the MGIB Benefit Base multiplied by the adjusted MGIB income factors, which are equal to the MGIB income factors defined in "Determining the MGIB Annuity Income" above, adjusted using age setbacks to compensate for the early annuitization. The adjusted MGIB income factors are determined by adjusting the Contract owner's age for each whole or partial rider year between the Early MGIB Exercise Date and the 10^th Contract anniversary after the rider date.

For example, if a 65 year-old Contract holder is in the 6^th year of the MGIB rider and elects to receive Early MGIB benefits, the MGIB income factors used to determine the MGIB Annuity Income would be adjusted by using the MGIB income factors for a 61 year-old Contract holder, because the Contract holder's age (65) is adjusted by subtracting the four years remaining until the 10^th Contract anniversary occurring after the rider date.

No Change of Annuitant. Once you purchase the MGIB rider, the annuitant may not be changed except for the following exception. If an annuitant who is not a Contract owner dies prior to annuitization, a new annuitant may be named in accordance with the provisions of your Contract. The MGIB Benefit Base is unaffected and continues to accumulate.

Notification. On or about 30 days prior to the MGIB Date, we will provide you with notification which will include an estimate of the amount of MGIB annuity benefit available if you choose to exercise it. We will determine the actual amount of the MGIB annuity benefit as of the MGIB Date.

The MGIB rider does not restrict or limit your right to annuitize the Contract at any time permitted under the Contract. The MGIB rider does not restrict your right to annuitize the Contract using Contract values that may be higher than the MGIB annuity benefit.

The benefits associated with the MGIB rider are available only if you annuitize your Contract under the rider and in accordance with the provisions set forth above. Election of Early MGIB Benefits may result in a lesser stream of income payments than waiting the entire 10 year waiting period. Annuitizing using the MGIB may result in a more favorable stream of income payments, and different tax consequences, under your Contract. Because the MGIB rider is based on conservative actuarial factors, the level of lifetime income that it guarantees may be less than the level that might be provided by the application of your Contract value to the Contract's applicable annuity factors. You should consider all of your options at the time you begin the income phase of your Contract.

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Taxation. For nonqualified Contracts, the income on the Contract for purposes of calculating the taxable amount of a distribution may be unclear. For example, the living benefits provided under the MGIB rider could increase the Contract value that applies. Thus, the income on the Contract could be higher than the amount of income that would be determined without regard to such a benefit. As a result, you could have higher amounts of income than will be reported to you.

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

The following adds information about investment options that may be available under your Contract.
	New Investment Options. Effective September 1, 2005, the following new investment options may be available under your Contract. ING American Funds Growth Portfolio ING American Funds Growth-Income Portfolio ING American Funds International Portfolio The ING American Funds Portfolios are "Master-Feeder" funds. Funds offered in a Master Feeder structure may have higher fees and expenses than a fund that invests directly in debt and equity securities. The Fund Expense Table information included below reflects the aggregate annual operating expenses of each portfolio and its corresponding master fund.
The following adds information about the new funds to the Fund Expense Table beginning on page 3 of the Contract Prospectus.
Fund Name		Management (Advisory) Fees	12b-1 Fee	Other Expenses	Total Annual Fund Operating Expenses	Fees and Expenses Waived or Reimbursed	Net Annual Fund Operating Expenses
ING American Funds Growth Portfolio (26)(27)		0.35%	0.75%	0.04%	1.14%	--	1.14%
ING American Funds Growth-Income Portfolio (26)(27)		0.29%	0.75%	0.05%	1.09%	--	1.09%
ING American Funds International Portfolio (26)(27)		0.54%	0.75%	0.08%	1.37%	--	1.37%

(26) This table shows the estimated operating expenses for the Portfolios as a ratio of expenses to average daily net assets. These estimates are based on each Portfolio's actual operating expenses for its most recently completed fiscal year. This table reflects the aggregate annual operating expenses of each Portfolio and its corresponding Master Fund (Class 2 shares of American Funds Insurance Series^® - Growth Fund, Growth-Income Fund, and International Fund.) Each Master Fund pays Capital Research Management Company (CRMC), the investment adviser to the Master Funds, a management fee for advisory expenses at current asset levels of the Master Funds of 0.35%, 0.28% and 0.53%, respectively. Pursuant to its investment management agreement with the Trust, ING Investments, LLC may charge an annual advisory fee at asset levels that are the same as the current asset levels of the Master Funds equal to 0.35%, 0.29% and 0.54% of average daily net assets for the ING American Funds G rowth Portfolio, the ING American Funds Growth-Income Portfolio, and the ING American Funds International Portfolio, respectively, if the respective Portfolio does not invest substantially all of its assets in another investment company. If a Portfolio invests substantially all of its assets in another investment company, ING Investments, LLC does not charge an advisory fee. Each Portfolio anticipates investing substantially all of its assets in another investment company. CRMC has voluntarily agreed to waive a portion of its management fee. Including this waiver, the Total Annual Fund Operating Expenses for the ING American Funds Growth Portfolio, the ING American Funds Growth-Income Portfolio, and the ING American Funds International Portfolio would have been 1.13%, 1.08%, and 1.36%, respectively. This arrangement may be discontinued by CRMC at any time.

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	(27) Shares of each Portfolio are subject to a Rule 12b-1 fee at an annual rate of 0.50% of average daily net assets payable to Directed Services, Inc. In addition, Class 2 shares of each of the Master Funds pay 0.25% of average net assets annually pursuant to a Plan of Distribution or 12b-1 plan. Shareholders of the Class 2 shares of the Master Funds pay only their proportionate share of 12b-1 plan expenses. Pursuant to its administration agreement with the Trust, ING Funds Services, LLC may receive an annual administration fee equal to 0.10% of average daily net assets for ING American Funds Growth Portfolio, ING American Funds Growth-Income Portfolio, and ING American Funds International Portfolio, respectively, if the respective Portfolio does not invest substantially all of its assets in another investment company. If a Portfolio invests substantially all of its assets in another investment company, ING Funds Services, LLC does not charge an administration fee. Each Portfolio anticipates investing subs tantially all of its assets in another investment company.
The following information is added to Appendix B "The Investment Portfolios" section of the prospectus.
Fund Name		Investment Adviser/ Subadviser	Investment Objective(s)/ Summary of Principal Investments
ING Investors Trust - ING American Funds Growth Portfolio		ING Investments, LLC Investment Adviser to Master Funds: Capital Research Management Company	Seeks to make your investment grow. The Portfolio operates as a "feeder fund" which invests all of its assets in the "master fund" which is Class 2 shares of the Growth Fund, a series of American Funds Insurance Series®, a registered open-end investment company. The master fund invests primarily in common stocks of companies that appear to offer superior opportunities for growth of capital. The Growth Fund is designed for investors seeking long-term capital appreciation through stocks.
ING Investors Trust - ING American Funds Growth-Income Portfolio		ING Investments, LLC Investment Adviser to Master Funds: Capital Research Management Company	Seeks to make your investment grow and provide you with income over time. The Portfolio operates as a "feeder fund" which invests all of its assets in the "master fund" which is Class 2 shares of the Growth-Income Fund, a series of American Funds Insurance Series®, a registered open-end investment company. The master fund invests primarily in common stocks or other securities which demonstrate the potential for appreciation and/or dividends. The Growth-Income Fund is designed for investors seeking both capital appreciation and income.
ING Investors Trust - ING American Funds International Portfolio		ING Investments, LLC Investment Adviser to Master Funds: Capital Research Management Company	Seeks to make your investment grow over time. The Portfolio operates as a "feeder fund" which invests all of its assets in the "master fund" which is Class 2 shares of the International Fund, a series of American Funds Insurance Series®, a registered open-end investment company. The master fund invests primarily in common stocks of companies located outside the United States. The International Fund is designed for investors seeking capital appreciation through stocks.

X.70600-05A Page 10 of 12 August 2005

Appendix A

Examples of Minimum Guaranteed Income Benefit Calculation

Example 1
Age		Contract without the MGIB Rider	Contract with the MGIB Rider
55	Initial Value	$100,000	$100,000
	Accumulation Rate	0.0%	0.00%
	Rider Charge	0.0%	0.60%
65	Contract Value	$100,000	$92,219
	Contract Annuity Factor	4.71	4.71
	Monthly Income	$471.00	$434.35
	MGIB Rollup	n/a	$162,889
	MGIB Ratchet	n/a	$100,000
	MGIB Annuity Factor	n/a	4.43
	MGIB Income	n/a	$721.60
	Income	$471.00	$721.60
Example 2
Age		Contract without the MGIB Rider	Contract with the MGIB Rider
55	Initial Value	$100,000	$100,000
	Accumulation Rate	3.0%	3.0%
	Rider Charge	0.0%	0.60%
65	Contract Value	$134,392	$125,479
	Contract Annuity Factor	4.71	4.71
	Monthly Income	$632.98	$591.01
	MGIB Rollup	n/a	$162,889
	MGIB Ratchet	n/a	$125,479
	MGIB Annuity Factor	n/a	4.43
	MGIB Income	n/a	$721.60
	Income	$632.98	$721.60

X.70600-05A Page 11 of 12 August 2005

Example 2
Age		Contract without the MGIB Rider	Contract with the MGIB Rider
55	Initial Value	$100,000	$100,000
	Accumulation Rate	8.0%	8.0%
	Rider Charge	0.0%	0.60%
65	Contract Value	$215,892	$203,808
	Contract Annuity Factor	4.71	4.71
	Monthly Income	$1,016.85	$959.93
	MGIB Rollup	n/a	$162,889
	MGIB Ratchet	n/a	$203,808
	MGIB Annuity Factor	n/a	4.43
	MGIB Income	n/a	$902.87
	Income	$1,016.85	$959.93
The Accumulation Rates shown under "Contract" are hypothetical and intended to illustrate various market conditions. These rates are assumed to be net of all fees and charges. Fees and charges are not assessed against the MGIB Rollup Rate.

X.70600-05A Page 12 of 12 August 2005

PART B

The Statement of Additional Information dated April 29, 2005, is incorporated into Part B of this Post-Effective Amendment No. 7 by reference to the Registrant's filing under Rule 497(c) as filed on May 9, 2005 (File No. 333-70600).

PART C - OTHER INFORMATION
Item 24. Financial Statements and Exhibits
Financial Statements:
(a)	(1)	All financial statements are incorporated by reference in Statement of Additional Information as indicated therein.
	(2)	Schedules I and IV follow. All other schedules to the consolidated financial statements required by Article 7 of Regulation S-X are omitted because they are not applicable or because the information is included elsewhere in the consolidated financial statements or notes thereto.

ING USA Annuity and Life Insurance Company,

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Schedule I

Summary of Investments - Other than Investments in Affiliates

As of December 31, 2004

(In Millions)

					Amount
					Shown on
Type of Investments			Cost	Value*	Balance Sheet
Fixed maturities:
	U.S. government and government agencies and authorities		$        464.0	$        464.7	$        464.7
	State, municipalities and political subdivisions		20.7	19.9	19.9
	Public utilities securities		1,796.9	1,866.4	1,866.4
	Other U.S. corporate securities		6,292.4	6,513.2	6,513.2
	Foreign securities (1)		3,090.1	3,198.3	3,198.3
	Residential mortgage-backed securities		3,440.3	3,461.8	3,461.8
	Commercial mortgage-backed securities		1,107.8	1,139.7	1,139.7
	Other asset-backed securities		1,934.2	1,933.8	1,933.8
		Total fixed maturities, including fixed maturities pledged	$   18,146.4	$   18,597.8	$   18,597.8
Total equity securities			$          34.8	$          35.3	$          35.3
Mortgage loans			$     3,851.8	$     3,969.4	$     3,851.8
Policy loans			169.0	169.0	169.0
Other investments			228.8	229.0	228.8
		Total investments	$   22,430.8	$   23,000.5	$   22,882.7
*	See Notes 2 and 3 of Notes to Financial Statements.
(1)	The term "foreign" includes foreign governments, foreign political subdivisions, foreign public utilities and all other bonds
	of foreign issuers. Substantially all of the Company's foreign securities are denominated in U.S. dollars.

ING USA Annuity and Life Insurance Company,

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Schedule IV

Reinsurance Information

As of and for the years ended December 31, 2004, 2003 and 2002

(In Millions)

						Percentage of
		Gross	Ceded	Assumed	Net	assumed to net
Year ended December 31, 2004
Life insurance in force		$  7,405.6	$     906.0	$           -	$  6,499.6	0.0%
Premiums:
	Life insurance	25.0	2.2	-	22.8
	Accident and health insurance	0.4	0.4	-	-
Total premiums		$       25.4	$         2.6	$           -	$       22.8
Year ended December 31, 2003
Life insurance in force		$  8,001.4	$  1,209.4	$           -	$  6,792.0	0.0%
Premiums:
	Life insurance	27.4	1.4	-	26.0
	Accident and health insurance	0.2	0.2	-	-
Total premiums		$       27.6	$         1.6	$           -	$       26.0
Year ended December 31, 2002
Life insurance in force		$  8,722.9	$  1,370.5	$           -	$  7,352.4	0.0%
Premiums:
	Life insurance	38.4	1.6	-	36.8
	Accident and health insurance	0.2	0.2	-	-
Total premiums		$       38.6	$         1.8	$           -	$       36.8

(b)	Exhibits
	(1)	Resolution of the Board of Directors of Depositor authorizing the establishment of the Registrant · Incorporated by reference to the Initial Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on October 1, 2001 (File Nos. 333-70600, 811-5626).
	(2)	Not applicable
	(3)(a)	Distribution Agreement between the Depositor and Directed Services, Inc. · Incorporated by reference to the Initial Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on October 1, 2001 (File Nos. 333-70600, 811-5626).
	(b)	Form of Dealers Agreement · Incorporated by reference to the Initial Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on October 1, 2001 (File Nos. 333-70600, 811-5626).
	(c)	Organizational Agreement · Incorporated by reference to the Initial Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on October 1, 2001 (File Nos. 333-70600, 811-5626).
	(d)	Addendum to Organizational Agreement · Incorporated by reference to the Initial Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on October 1, 2001 (File Nos. 333-70600, 811-5626).
	(e)	Expense Reimbursement Agreement Amendment · Incorporated by reference to the Initial Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on October 1, 2001 (File Nos. 333-70600, 811-5626).
	(f)	Form of Assignment Agreement for Organizational Agreement · Incorporated by reference to the Initial Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on October 1, 2001 (File Nos. 333-70600, 811-5626).
	(g)	Amendment to the Distribution Agreement between ING USA and DSI · Incorporated herein by reference to Post-Effective Amendment No. 2 to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on April 9, 2004 (File Nos. 333-90516, 811-5626).
	(4)(a)	Form of Variable Annuity Group Master Contract · Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on December 11, 2001 (File Nos. 333-70600, 811-5626).
	(b)	Form of Variable Annuity Contract · Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on December 11, 2001 (File Nos. 333-70600, 811-5626).
	(c)	Form of Variable Annuity Certificate · Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on December 11, 2001 (File Nos. 333-70600, 811-5626).
	(d)	Form of GET Fund Rider (GA-RA-1085) · Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on December 11, 2001 (File Nos. 333-70600, 811-5626).
	(e)	Section 72 Rider · Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on December 11, 2001 (File Nos. 333-70600, 811-5626).
	(f)	Waiver of Surrender Charge Rider · Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on December 11, 2001 (File Nos. 333-70600, 811-5626).
	(g)	Simple Retirement Account Rider · Incorporated herein by reference to Post-Effective Amendment No. 34 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on April 15, 2003 (File Nos. 033-23351, 811-5626).
	(h)	403(b) Rider · Incorporated herein by reference to Post-Effective Amendment No. 34 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on April 15, 2003 (File Nos. 033-23351, 811-5626).
	(i)	Individual Retirement Annuity Rider · Incorporated herein by reference to Post-Effective Amendment No. 34 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on April 15, 2003 (File Nos. 033-23351, 811-5626).
	(j)	ROTH Individual Retirement Annuity Rider · Incorporated herein by reference to Post-Effective Amendment No. 34 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on April 15, 2003 (File Nos. 033-23351, 811-5626).
	(k)	Death Benefit Option Package Endorsement · Incorporated herein by reference to Post-Effective Amendment No. 4 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on August 1, 2003 (File Nos. 333-70600, 811-5626).
	(l)	Company Address and Name Change Endorsement · Incorporated herein by reference to Post-Effective Amendment No. 25 to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on February 13, 2004 (File Nos. 333-28679, 811-5626).
	(5)(a)	Individual Deferred Combination Variable and Fixed Annuity Application · Incorporated herein by reference to Post-Effective Amendment No. 2 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on April 16, 2003 (File Nos. 333-70600, 811-5626).
	(6)(a)	Amended and Restated Articles of Incorporation of ING USA Annuity and Life Insurance Company, dated (01/01/04) · Incorporated by reference to Post-Effective Amendment No. 25 to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on February 13, 2004 (File Nos. 333-28679, 811-5626).
	(b)	Amended and Restated By-Laws of ING USA Annuity and Life Insurance Company, effective January 1, 2005 · Incorporated by reference to Registrant's Form 10-K as filed with the Securities and Exchange Commission on May 13, 2005 (File No. 33-87270).
	(c)	Resolution of the Board of Directors for Powers of Attorney, dated (04/23/99) · Incorporated by reference to Post-Effective Amendment No. 3 to a Registration Statement on Form N-4 for Golden American Life Insurance Separate Account B filed with the Securities and Exchange Commission on April 23, 1999 (File Nos. 333-28679, 811-5626).
	(d)	Articles of Merger and Agreement and Plan of Merger of USGALC, ULAIC, ELICI into GALIC and renamed ING USA Annuity and Life Insurance Company, dated (06/25/03) · Incorporated by reference to Post-Effective Amendment No. 25 to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on February 13, 2004 (File Nos. 333-28679, 811-5626).
	(7)	Not applicable
	(8)(a)	Service Agreement between Golden American Life Insurance Company and Equitable Life Insurance Company of Iowa · Incorporated by reference to the Initial Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on October 1, 2001 (File Nos. 333-70600, 811-5626).
	(b)	Service Agreement between Golden American Life Insurance Company and Directed Services, Inc. · Incorporated by reference to the Initial Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on October 1, 2001 (File Nos. 333-70600, 811-5626).
	(c)	Asset Management Agreement between Golden American Life Insurance Company and ING Investment Management LLC · Incorporated by reference to the Initial Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on October 1, 2001 (File Nos. 333-70600, 811-5626).
	(d)	Reciprocal Loan Agreement between Golden American Life Insurance Company and ING America Insurance Holdings, Inc. · Incorporated by reference to the Initial Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on October 1, 2001 (File Nos. 333-70600, 811-5626).
	(e)	Revolving Note Payable between Golden American Life Insurance Company and SunTrust Bank · Incorporated by reference to the Initial Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on October 1, 2001 (File Nos. 333-70600, 811-5626).
	(f)	Surplus Note, dated (12/17/96) between Golden American Life Insurance Company and Equitable Life Insurance Company of Iowa · Incorporated by reference to the Initial Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on October 1, 2001 (File Nos. 333-70600, 811-5626).
	(g)	Surplus Note, dated (12/30/98) between Golden American Life Insurance Company and Equitable Life Insurance Company of Iowa · Incorporated by reference to the Initial Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on October 1, 2001 (File Nos. 333-70600, 811-5626).
	(h)	Surplus Note, dated (09/30/99) between Golden American Life Insurance Company and ING American Insurance Holdings, Inc. · Incorporated by reference to the Initial Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on October 1, 2001 (File Nos. 333-70600, 811-5626).
	(i)	Surplus Note, dated (12/08/99) between Golden American Life Insurance Company and First Columbine Life Insurance Company · Incorporated by reference to the Initial Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on October 1, 2001 (File Nos. 333-70600, 811-5626).
	(j)	Surplus Note, dated (12/30/99) between Golden American Life Insurance Company and Equitable of Iowa Companies · Incorporated by reference to the Initial Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on October 1, 2001 (File Nos. 333-70600, 811-5626).
	(k)	Reinsurance Agreement, dated (06/30/00) between Golden American Life Insurance Company and Equitable Life Insurance Company of Iowa · Incorporated by reference to the Initial Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on October 1, 2001 (File Nos. 333-70600, 811-5626).
	(l)	Renewal of Revolving Note Payable between Golden American Life Insurance Company and SunTrust Bank as of April 30, 2001 and expiring May 31, 2002 · Incorporated by reference to the Initial Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on October 1, 2001 (File Nos. 333-70600, 811-5626).
	(m)	Reinsurance Agreement, effective (01/01/00) between Golden American Life Insurance Company and Security Life of Denver International Limited · Incorporated by reference to the Initial Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on October 1, 2001 (File Nos. 333-70600, 811-5626).
	(n)	Letter of Credit between Security Life of Denver International Limited and The Bank of New York · Incorporated by reference to the Initial Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on October 1, 2001 (File Nos. 333-70600, 811-5626).
	(o)	Form of Services Agreement among Golden American Life Insurance Company and ING affiliated Insurance Companies listed on Exhibit B · Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on December 11, 2001 (File Nos. 333-70600, 811-5626).
	(p)	Form of Services Agreement between Golden American Life Insurance Company and ING North American Insurance Corporation, Inc. · Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on December 11, 2001 (File Nos. 333-70600, 811-5626).
	(q)	Form of Shared Services Center Agreement among ING North American Insurance Corporation, Inc. and ING affiliated Insurance Companies · Incorporated by reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4 for Separate Account B filed with the Securities and Exchange Commission on December 11, 2001 (File Nos. 333-70600, 811-5626).
	(r)	Participation Agreement between Golden American Life Insurance Company and ING Variable Products Trust · Incorporated herein by reference to Post-Effective Amendment No. 32 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B on April 29, 2002 (File Nos. 033-23351, 811-5626).
	(s)	Participation Agreement between Golden American Life Insurance Company and Pioneer Variable Contracts Trust · Incorporated herein by reference to Post-Effective Amendment No. 32 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B on April 29, 2002 (File Nos. 033-23351, 811-5626).
	(t)	Participation Agreement between Golden American Life Insurance Company and Fidelity Variable Insurance Products · Incorporated herein by reference to Post-Effective Amendment No. 32 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B on April 29, 2002 (File Nos. 033-23351, 811-5626).
	(u)	Participation Agreement between Golden American Life Insurance Company and AIM Variable Insurance Funds, Inc. · Incorporated herein by reference to Post-Effective Amendment No. 32 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B on April 29, 2002 (File Nos. 033-23351, 811-5626).
	(v)	Participation Agreement between Golden American Life Insurance Company and ING Variable Portfolios, Inc. · Incorporated herein by reference to Post-Effective Amendment No. 1 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B on April 30, 2002 (File Nos. 333-70600, 811-5626).
	(w)	Participation Agreement between Golden American Life Insurance Company and Franklin Templeton Variable Insurance Products Trust · Incorporated herein by reference to Post-Effective Amendment No. 1 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B on April 30, 2002 (File Nos. 333-70600, 811-5626).
	(x)	Participation Agreement between Golden American Life Insurance Company and ING Partners, Inc. · Incorporated herein by reference to Post-Effective Amendment No. 1 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B on April 30, 2002 (File Nos. 333-70600, 811-5626).
	(y)	Amendment to Participation Agreement between Golden American Life Insurance Company and ING Partners, Inc. · Incorporated herein by reference to Post-Effective Amendment No. 1 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B on April 30, 2002 (File Nos. 333-70600, 811-5626).
	(z)	Participation Agreement between Golden American Life Insurance Company and Janus Capital Corporation · Incorporated herein by reference to Post-Effective Amendment No. 1 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B on April 30, 2002 (File Nos. 333-70600, 811-5626).
	(aa)	Form of Participation Agreement between Golden American Life Insurance Company and Oppenheimer Variable Account Funds · Incorporated herein by reference to Post-Effective Amendment No. 1 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B on April 30, 2002 (File Nos. 333-70600, 811-5626).
	(bb)	Participation Agreement between ING USA Annuity and Life Insurance Co. and The PIMCO Variable Insurance Trust · Incorporated herein by reference to Post-Effective Amendment No. 3 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on April 23, 1999 (File Nos. 333-28769, 811-5626).
	(cc)	Fund Participation Agreement between Golden American Life Insurance Company, Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund, ING Strategic Allocation Portfolios, Inc. (formerly known as Aetna Generation Portfolios, Inc.), Aetna Variable Portfolios, Inc. and ING Investment Management Co. (formerly known as Aeltus Investment Management, Inc.) · Incorporated herein by reference to Post-Effective Amendment No. 20 to the Registrant's Registration Statement filed on Form N-1A on April 30, 2004 (File No. 33-88334), and incorporated herein by reference.
	(dd)	Participation Agreement dated May 1, 2003 among ING Investors Trust and Golden American Life Insurance Company and Directed Services, Inc. · Incorporated herein by reference to Post-Effective Amendment No. 20 to the Registrant's Registration Statement filed on Form N-1A on February 27, 2004 (File No. 33-23512), and incorporated herein by reference.
	(ee)	Participation Agreement dated September 2, 2003 as amended and restated on May 17, 2004 among ING USA Annuity and Life Insurance Company, ReliaStar Life Insurance Company of New York, ING Investors Trust, ING Investments, LLC, Directed Services, Inc., American Funds Insurance Series and Capital Research and Management Company.
	(ff)	Business Agreement dated September 2, 2003 as amended and restated on May 17, 2004 among ING USA Annuity and Life Insurance Company, ReliaStar Life Insurance Company of New York, ING Investors Trust, ING Investments, LLC, Directed Services, Inc., American Funds Insurance Series and Capital Research and Management Company.
	(9)	Opinion and Consent of Counsel
	(10)	Consent of Registered Independent Public Accounting Firm
	(11)	Not applicable
	(12)	Not applicable
	(13)	Powers of Attorney · Incorporated by reference to Post-Effective Amendment No. 5 to Registration Statement on Form N-4 for Variable Annuity Account C of ING Life Insurance and Annuity Company as filed with the SEC on July 20, 2005 (File No. 333-109860).

Item 25. Directors and Officers of the Depositor*
Name and Principal Business Address						Positions and Offices with Depositor
Thomas Joseph McInerney1						Director and Chairman
Kathleen Ann Murphy2						Director
Catherine H. Smith2						Director
Jacques de Vaucleroy1						Director, Senior Vice President
David A. Wheat1						Director, Executive Vice President and Chief Financial Officer
Harry N. Stout3						President
Andrew D. Chua4						President, ING Institutional Markets
Boyd G. Combs1						Senior Vice President, Tax
Roger W. Fisher1						Senior Vice President and Chief Accounting Officer
James R. Gelder5						Senior Vice President
James R. McInnis3						Senior Vice President
David S. Pendergrass1						Senior Vice President and Treasurer
Stephen J. Preston3						Senior Vice President
Linda M. Beblo3						Vice President
Jeoffrey A. Block6						Vice President
Michelle Burkholder3						Vice President
Kevin L. Christensen6						Vice President
Patricia M. Corbett6						Vice President
Karen Czizik4						Vice President
Terrence O. Davis1						Vice President
Donald L. Desiderato2						Vice President
Shari A. Enger3						Vice President
Julie A. Foster6						Vice President
Saskia M. Goedhart3						Vice President
Cherie Goosen1						Vice President
Steven J. Haun6						Vice President
Bart D. Kollen4						Vice President
Frederick C. Litow1						Vice President
William L. Lowe2						Vice President
Thomas A. Lutter3						Vice President
Paul L. Mistretta1						Vice President
Todd E. Nevenhoven6						Vice President
Laurie J. Rasanen7						Vice President
Matthew J. Rider3						Vice President
Mark A. Smith7						Vice President
Eric J. Steelman3						Vice President
Laurie M. Tillinghast2						Vice President
Barry G. Ward3						Vice President
Christopher R. Welp6						Vice President
Kristi L. Wohlwend6						Vice President
Mary A. Broesch3						Vice President and Actuary
Kimberly M. Curley4						Vice President and Actuary
Richard K. Lau3						Vice President and Actuary
Alice W. Su3						Vice President and Actuary
John R. Dobo4						Vice President and Chief Actuary, ING Institutional Markets
Dawn M. Peck1						Vice President, Assistant Treasurer and Assistant Secretary
Richard Jay Slavens6						Vice President, Compliance
Ira S. Braunstein1						Vice President, Investments
Robert P. Browne1						Vice President, Investments
Daniel J. Foley1						Vice President, Investments
Stephen E. Gallant1						Vice President, Investments
Christopher P. Lyons1						Vice President, Investments
Gregory G. McGreevey1						Vice President, Investments
Maurice M. Moore1						Vice President, Investments
Joseph J. Elmy2						Vice President, Tax
Paula Cludray-Engelke5						Secretary
Robert E. Winawer3						Appointed Actuary
Eric G. Banta4						Assistant Secretary
Jane A. Boyle2						Assistant Secretary
Diana R. Cavender5						Assistant Secretary
Linda H. Freitag1						Assistant Secretary
Daniel F. Hinkel1						Assistant Secretary
William H. Hope, II1						Assistant Secretary
Joseph D. Horan1						Assistant Secretary
Rita J. Kummer1						Assistant Secretary
James A. May, III1						Assistant Secretary
Krystal L. Ols5						Assistant Secretary
Loralee A. Renelt5						Assistant Secretary
Linda Ellen Senker3						Assistant Secretary
Jay Shuchart3						Assistant Secretary
Kimberly J. Smith3						Assistant Secretary
Edwina P. J. Steffer5						Assistant Secretary
John F. Todd2						Assistant Secretary
Glenn A. Black1						Tax Officer
Curtis J. Howe1						Tax Officer
Terry L. Owens1						Tax Officer
James H. Taylor1						Tax Officer
*	These individuals may also be directors and/or officers of other affiliates of the Company.
1	The principal business address of these directors and these officers is 5780 Powers Ferry Road, N.W., Atlanta, Georgia 30327.
2	The principal business address of this director and these officers is 151 Farmington Avenue, Hartford, Connecticut 06156.
3	The principal business address of these officers is 1475 Dunwoody Drive, West Chester, Pennsylvania 19380.
4	The principal business address of these officers is 1290 Broadway, Denver, Colorado 80203.
5	The principal business address of these officers is 20 Washington Avenue South, Minneapolis, Minnesota 55401.
6	The principal business address of these officers is 909 Locust Street, Des Moines, Iowa 50309.
7	The principal business address of these officers is 2000, 21st Avenue NW, Minot, North Dakota 58703.
8	The principal business address of this officer is 100 Washington Square, Minneapolis, Minnesota 55401.
Item 26. Persons Controlled by or Under Common Control with the Depositor or Registrant
The following persons control or are under common control with the Depositor: Directed Services, Inc. ("DSI") - This corporation is a general business corporation organized under the laws of the State of New York, and is wholly owned by ING Groep, N.V. ("ING"). The primary purpose of DSI is to act as a broker-dealer in securities. It acts as the principal underwriter and distributor of variable insurance products including variable annuities as required by the SEC. The contracts are issued by the Depositor. DSI also has the power to carry on a general financial, securities, distribution, advisory or investment advisory business; to act as a general agent or broker for insurance companies and to render advisory, managerial, research and consulting services for maintaining and improving managerial, research and consulting services for maintaining and improving managerial efficiency and operation. DSI is also registered with the SEC as an investment adviser. The Depositor is under common control with a New York Company, ReliaStar Life Insurance Company of New York ("RLNY"). The primary purpose of RLNY is to offer variable products in the State of New York. The registrant is a segregated asset account of the Company and is therefore owned and controlled by the Company. All of the Company's outstanding stock is owned and controlled by ING. Various companies and other entities controlled by ING may therefore be considered to be under common control with the registrant or the Company. Such other companies and entities, together with the identity of their controlling persons (where applicable), are set forth on the following organizational chart. Subsidiaries of ING Groep N.V. incorporated herein by reference to Item 28 in Post-Effective Amendment No. 29 to Registration Statement on Form N-6 for ReliaStar Life Insurance Company of New York Variable Life Separate Account I of ReliaStar Life Insurance Company of New York (File No. 333-47527), as filed on April 7, 2005.
Item 27. Number of Contract Owners
As of May 31, 2005, there were 233,250 qualified contract owners and 198,107 non-qualified contract owners in ING USA's Separate Account B.
Item 28. Indemnification
ING USA shall indemnify (including therein the prepayment of expenses) any person who is or was a director, officer or employee, or who is or was serving at the request of ING USA as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise for expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him with respect to any threatened, pending or completed action, suit or proceedings against him by reason of the fact that he is or was such a director, officer or employee to the extent and in the manner permitted by law. ING USA may also, to the extent permitted by law, indemnify any other person who is or was serving ING USA in any capacity. The Board of Directors shall have the power and authority to determine who may be indemnified under this paragraph and to what extent (not to exceed the extent provided in the above paragraph) any such person may be indemnified. ING USA or its parents may purchase and maintain insurance on behalf of any such person or persons to be indemnified under the provision in the above paragraphs, against any such liability to the extent permitted by law. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the Registrant, as provided above or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification by the Depositor is against public policy, as expressed in the Securities Act of 1933, and therefore may be unenforceable. In the event that a claim of such indemnification (except insofar as it provides for the payment by the Depositor of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted against the Depositor by such director, officer or controlling person and the SEC is still of the same opinion, the Depositor or 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 the Depo sitor is against public policy as expressed by the Securities Act of 1933 and will be governed by the final adjudication of such issue.
Item 29. Principal Underwriter
(a)			At present, Directed Services, Inc. ("DSI"), the Registrant's Distributor, serves as principal underwriter for all contracts issued by ING USA Annuity and Life Insurance Company. DSI is the principal underwriter for Separate Account A, Separate Account B, Separate Account EQ (formerly Equitable Life Insurance Company of Iowa Separate Account A), ReliaStar Life Insurance Company of New York Separate Account NY-B, Alger Separate Account A of ING USA and the ING Investors Trust.
(b)			The following information is furnished with respect to the principal officers and directors of Directed Services, Inc., the Registrant's Distributor. The principle business address for each officer and director is 1475 Dunwoody Drive, West Chester, PA 19308-1478, unless noted.
Name and Principal Business Address						Positions and Offices with Principal Underwriter
James R. McInnis						Director and President
Robert J. Hughes						Director
Matthew J. Rider						Director
Anita F. Woods ING Insurance Operations 5780 Powers Ferry Road, N.W. Atlanta, GA 30327-4390						Chief Financial Officer
James Shuchart						Secretary and General Counsel
Michael J. Roland 7337 E Doubletree Ranch Road Scottsdale, Arizona 85258						Assistant Secretary and Investment Advisor Chief Compliance Officer
Kimberly Anderson 7337 E Doubletree Ranch Road Scottsdale, Arizona 85258						Assistant Secretary
James Hennessy 7337 E Doubletree Ranch Road Scottsdale, Arizona 85258						Assistant Secretary
Robert S. Naka 7337 E Doubletree Ranch Road Scottsdale, Arizona 85258						Assistant Secretary
(c)		Compensation to Principal Underwriter:
(1)				(2)	(3)		(4)	(5)
Name of Principal Underwriter				2004 Net Underwriting Discounts and Commissions	Compensation on Redemption		Brokerage Commissions	Compensation
DSI				$374,955,000	$0		$0	$0
Item 30. Location of Accounts and Records
All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the rules under it relating to the securities described in and issued under this Registration Statement are maintained by the Depositor and located at 909 Locust Street, Des Moines, Iowa 50309, 1475 Dunwoody Drive, West Chester, Pennsylvania 19380 and at 5780 Powers Ferry Road, N.W., Atlanta, Georgia 30327-4390.
Item 31. Management Services
None.
Item 32. Undertakings
Registrant hereby undertakes:
(a)		to file a post-effective amendment to this registration statement as frequently as it is necessary to ensure that the audited financial statements in the registration statement are never more than 16 months old so long as payments under the variable annuity contracts may be accepted;
(b)		to include either (1) as part of any application to purchase a contract offered by the prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a post card or similar written communication affixed to or included in the prospectus that the applicant can remove to send for a Statement of Additional Information; and
(c)		to deliver any Statement of Additional Information and any financial statements required to be made available under this Form promptly upon written or oral request.
The Company hereby represents:
1.		The account meets the definition of a "separate account" under federal securities laws.
2.		That the fees and charges deducted under the Contract described in the Prospectus, in the aggregate, are reasonable in relation to the services rendered, the expenses to be incurred and the risks assumed by the Company.

SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this Post-Effective Amendment to its Registration Statement on Form N-4 and has caused this Post-Effective Amendment to be signed on its behalf in the City of Hartford, State of Connecticut on this 1st day of August, 2005.
			SEPARATE ACCOUNT B
			(Registrant)
			By:	ING USA ANNUITY AND LIFE INSURANCE COMPANY
				(Depositor)
			By:	Harry N. Stout*
				Harry N. Stout President
As required by the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities on August 1, 2005.
Signature		Title
Harry N. Stout*		President
Harry N. Stout		(principal executive officer)
Catherine H. Smith*		Director
Catherine H. Smith
Thomas J. McInerney*		Director
Thomas J. McInerney
Kathleen A. Murphy*		Director
Kathleen A. Murphy
Jacques de Vaucleroy*		Director
Jacques de Vaucleroy
David A. Wheat*		Director and Chief Financial Officer
David A. Wheat
Roger W. Fisher*		Chief Accounting Officer
Roger W. Fisher
By:	/s/ Michael A. Pignatella
Michael A. Pignatella Counsel of Depositor

*Executed by Michael A. Pignatella on behalf of those indicated pursuant to Power of Attorney

SEPARATE ACCOUNT B Exhibit Index
Exhibit No.	Exhibit
99-B.(8)(ee)	Participation Agreement dated September 2, 2003 as amended and restated on May 17, 2004 among ING USA Annuity and Life Insurance Company, ReliaStar Life Insurance Company of New York, ING Investors Trust, ING Investments, LLC, Directed Services, Inc., American Funds Insurance Series and Capital Research and Management Company.
99-B.(8)(ff)	Business Agreement dated September 2, 2003 as amended and restated on May 17, 2004 among ING USA Annuity and Life Insurance Company, ReliaStar Life Insurance Company of New York, ING Investors Trust, ING Investments, LLC, Directed Services, Inc., American Funds Insurance Series and Capital Research and Management Company.
99-B.(9)	Opinion and Consent of Counsel
99-B.(10)	Consent of Registered Independent Public Accounting Firm

EX-4

BUSINESS AGREEMENT

Exhibit 99-B.(8)(ff)

THIS AGREEMENT is entered into as of the 2^nd day of September, 2003 (the "Effective Date"), as amended and restated on May 17, 2004, by and among ING USA ANNUITY AND LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the State of Iowa and RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK, a life insurance company organized under the laws of the State of New York (individually and together, the "Insurance Company"), each on behalf of itself and certain of its separate accounts (each, an "Account"), as listed in Appendix A to this Agreement, as such Appendix may be amended from time to time by mutual agreement in writing; Directed Services, Inc., a corporation organized under the laws of the State of New York (the "Distributor"); AMERICAN FUNDS DISTRIBUTORS, INC. ("AFD"), a corporation organized under the laws of the State of California; and CAPITAL RESEARCH AND MANAGEMENT COMPANY ("CRMC"), a corporation organized under the laws of the State of Delaware.

WITNESSETH:

WHEREAS, Insurance Company has issued or proposes to issue, now and in the future, certain multi-manager variable annuity contracts (the "Contracts");

WHEREAS, Insurance Company has established one or more Accounts under applicable state insurance law for purposes of funding the contracts and has or will register each Account with the United States Securities and Exchange Commission (the "Commission") as a unit investment trust under the Securities Act of 1933 (the "1933 Act") and the Investment Company Act of 1940 (the "1940 Act") (unless the Account is exempt from such registration);

WHEREAS, the Contracts, which are or will be registered by Insurance Company with the Commission for offer and sale (unless exempt from such registration), will be in compliance with all applicable laws prior to being offered for sale to the public;

WHEREAS, the Distributor, a broker-dealer registered under the Securities Exchange Act of 1934 (the "1934 Act") and a member of the National Association of Securities Dealers, Inc. (the "NASD"), will serve as principal underwriter of the Contracts and will arrange for the distribution of the Contracts as listed in Appendix A to this Agreement, as such Appendix may be amended from time to time by mutual agreement in writing;

WHEREAS, AFD, a broker-dealer registered under the 1934 Act, a member of the NASD, and the principal underwriter of the shares of the Series, will provide certain marketing assistance in connection with the Contracts;

WHEREAS, each Account is divided into subaccounts which invest in corresponding series or portfolios (the "Portfolios") of ING Investors Trust (the "Trust") as the underlying investment media for the Contracts; and

WHEREAS, American Funds Insurance Series (the "Series") is divided into various funds (the "Master Funds"), and each Master Fund has its own assets and liabilities and invests

in securities in accordance with its investment objectives and policies, as described in the registration statement for the Master Funds;

WHEREAS, each Portfolio has its own assets and liabilities and invests in securities in accordance with its investment objectives and policies, as described in the registration statement for the Portfolios;

WHEREAS, certain Portfolios propose to hold as their only investment shares of a corresponding Master Fund as set forth in Appendix B, as such Appendix may be amended from time to time by mutual agreement in writing;

WHEREAS, Class 2 shares of certain Master Funds in the Series will be available (through the Portfolios) as an underlying investment to the Contracts pursuant to the terms of a Fund Participation Agreement among the Series, the Trust, CRMC, the Insurance Company, DSI and ING Investments, LLC, as adviser to the Trust, to be executed in the form attached hereto as Appendix C (the "Fund Participation Agreement");

WHEREAS, CRMC, by virtue of an Investment Advisory and Service Agreement between CRMC and the Series, will serve as investment adviser to the Series, as the term "investment adviser" is defined in the 1940 Act.

NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants and conditions set forth herein, and for other good and valuable consideration, Insurance Company (on behalf of itself and each Account), the Distributor, AFD and CRMC hereby agree as follows:

Duties of Insurance Company

1. Insurance Company will administer its Contracts and the Accounts, including all Contract owner service and communication activities, such as: filing any reports or other filings required by any law or regulation; establishing each Account; creating the Contracts, confirmation and other administrative forms or documents; and obtaining all required regulatory approvals to permit the sale and maintenance of the Contracts.

2. Insurance Company will not distribute any prospectus, private placement memorandum or other disclosure document (hereinafter referred to as "disclosure documents"), sales literature, advertising material or any other printed matter or material relating to the Contracts, the Trust or the Series, if, to its knowledge, any of the foregoing contains any material misstatements.

3. Insurance Company will provide to AFD and/or CRMC, upon AFD's and/or CRMC's request, at least one complete copy of all registration statements, prospectuses, statements of additional information, disclosure documents, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions or requests for no-action letters that may have a material impact on the operation of the Series, and all amendments to any of the above, that relate to the Contracts. Insurance Company will advise

AFD and CRMC immediately of:

(a)	the issuance by the Commission of any stop order suspending the effectiveness of the registration statement of the Contracts or the initiation of any proceedings for that purpose;
(b)	the institution of any regulatory proceeding, investigation or hearing involving the offer or sale of the Contracts of which it becomes aware and which may materially impact the Series; or
(c)	the occurrence of any material event that, if known, makes untrue any statement made in the registration statement or private placement memorandum of the Contracts or the Series or which requires the making of a change therein in order to make any statement made therein not misleading.

4. Other than the 12b-1 fees provided for in the Fund Participation Agreement and as provided below, Insurance Company and the Distributor will bear their respective expenses under this Agreement, including:
	(a)	the cost of providing service to Contract owners;
	(b)	the expenses and fees of registering or qualifying the Contracts and the Account under federal or state laws;
	(c)	any expenses incurred by Insurance Company's employees in assisting AFD and/or CRMC in performing AFD's and/or CRMC's duties hereunder;
	(d)	the marketing expense allowance payable to AFD in consideration for AFD's marketing assistance, as provided for under this Agreement (including, without limitation, the provisions of Paragraphs 17 and 18 hereof), which shall be 0.16%, multiplied by the amount of new and subsequent purchase payments made under the Contracts and initially allocated to the Series' Class 2 shares through investment by the Portfolios in the Master Funds;
provided, however, that, pursuant to the Fund Participation Agreement, the Series shall bear the expenses for the cost of registration of its shares, preparation of prospectuses and statements of additional information to be sent to existing Contract owners (upon request in the case of the statement of additional information), proxy statements and related materials and annual and semi-annual shareholder reports, the printing and distribution of such items to each Contract owner who has allocated net amounts to any Subaccount, the preparation of all statements and notices required from it by any federal or state law, and taxes on the issue or transfer of the Series' shares subject to the Fund Participation Agreement.

5. Insurance Company or its agents will receive and process applications and purchase payments in accordance with the terms of the Contracts and the current prospectus or disclosure documents. All applications for Contracts are subject to acceptance or rejection by Insurance Company in its sole discretion.
6. Insurance Company shall amend its registration statement for its Contracts (unless exempt from such registration), under the 1933 Act and the 1940 Act from time to time as required by law, and, should it ever be required, under the state securities laws, in order to effect the continuous offering of its Contracts; and Insurance Company shall file for approval of the Contracts under state insurance laws, when necessary, and to maintain registration of the Accounts (unless the Accounts are exempt from such registration) under the 1940 Act.
7. Insurance Company may invoke its then existing limits on transfers as stated in the Contracts or in a Contract's prospectus. Insurance Company reserves the right to refuse, to impose limitations on, or to limit any transaction request if the request would tend to disrupt Contract administration or is not in the best interest of the Contract holders or an Account or Subaccount.
Duties of Distributor
8. Insurance Company acknowledges that the distribution of Contracts pursuant to this Agreement will take place primarily through selling agreements with certain non-affiliated broker-dealers ("Members") for distribution of the Contracts through the Members. Insurance Company agrees to provide to AFD and CRMC on an annual basis in writing information, by state, regarding the volume of sales of the Contracts.
Any selling agreement between Distributor and a Member described in this Paragraph 8 will provide that:
	(a)	each Member will distribute the Contracts only in those jurisdictions in which the Contracts are registered or qualified for sale and only through duly licensed registered representatives of the Members who are properly insurance licensed with Insurance Company to sell the Contracts in the applicable jurisdiction(s);
	(b)	all applications and initial and subsequent payments under the Contracts collected by the Member will be remitted promptly by the Member to Insurance Company at such address as it may from time to time designate; and
	(c)	each Member will comply with all applicable federal and state laws, rules and regulations.

9. The Distributor represents that any exchanges or replacements of existing variable insurance policies and contracts with the Contracts will be effected in compliance with all applicable federal and state securities rules and regulations.

10. The Distributor will promptly provide Members with current prospectuses, and
any supplements thereto, for the Contracts, the Trust and the Series. The Distributor will

use reasonable efforts to ensure that Members deliver only the currently effective prospectuses of the Contracts, the Trust and the Series to existing clients.

11. The Distributor will use reasonable efforts to provide information and marketing assistance to Members, including preparing and providing Members with advertising materials and sales literature, and other promotional or marketing materials. The Distributor will provide wholesaling and marketing services with respect to the Contracts.

12. The Distributor will use reasonable efforts to ensure that any sales literature and advertising materials it disseminates with respect to the Contracts conforms with the requirements of all pertinent federal and state laws and rules and regulations thereunder. AFD shall have the right to approve all sales material that mentions AFD's name and/or the Series (the "AFD Material") prior to its use. The Distributor shall send all AFD Material to AFD's Marketing Coordinator (Julie Cook) at the AFD address listed in Paragraph 45 of this Agreement or such other person as AFD may direct the Distributor in writing (any such person shall be referred to as the "AFD Reviewer"). The AFD Material will be deemed approved unless the AFD Reviewer notifies Insurance Company Reviewer (as herein defined) of any required changes within five business days of his/her receipt of the AFD Material. No review of sales material produced by Insurance Company shall be necessary if all references contained in such materials r egarding AFD and/or the Series are identical to those references that appear in the Series' current prospectus or statement of additional information.

Insurance Company shall have the right to approve all sales material that mentions Insurance Company, the Distributor or the Contracts (the "Company Material") prior to its use. AFD and/or CRMC shall send all Company Material to Insurance Company's Compliance Representative (Insurance Company Reviewer) at the address listed in Paragraph 45 of this Agreement or such other person as Insurance Company may direct AFD and/or CRMC in writing. Company Material will be deemed approved unless Insurance Company Reviewer notifies the AFD and/or CRMC of any required changes within five business days of his/her receipt of Company Material. No review of sales material produced by the AFD and/or the Series shall be necessary if all references contained in such materials regarding Insurance Company and/or the Distributor are identical to those references that appear in Insurance Company's current Contract prospectus(es), statement(s) of additional information or disclosure documents.

13. The Distributor will be responsible for filing sales literature and advertising materials, where necessary, with appropriate regulatory authorities, including the NASD, used in connection with its marketing efforts for the Contracts.

14. The Distributor will not distribute any prospectus, disclosure document, sales literature, advertising material or any other printed matter or material relating to the Contracts, the Trust or the Series, if, to its knowledge, any of the foregoing contains any material misstatements.

15. Subject to Paragraph 4 hereof, the Distributor will bear all its expenses of providing services under this Agreement, including the costs attributable to wholesaling efforts,

advertising, and producing and distributing sales literature and prospectuses used by Members with prospective Contract owners, provided that, pursuant to Paragraph 10 of the Fund Participation Agreement, the Series shall bear the expenses for the cost of registration of its shares, preparation of its prospectuses and statements of additional information to be sent to existing Contract owners (upon request in the case of the statement of additional information), proxy statements and related materials and annual and semi-annual shareholder reports, the printing and distribution of such items to each Contract owner who has allocated net amounts to any Subaccount, the preparation of all statements and notices required from it by any federal or state law, and taxes on the issue or transfer of the Series' shares subject to the Fund Participation Agreement.

16. The Distributor will provide to AFD and/or CRMC, upon AFD's and/or CRMC's request, at least one complete copy of all registration statements, prospectuses, statements of additional information, disclosure documents, reports, solicitations for voting instructions, sales literature and other promotional materials, applications for exemptions or requests for no-action letters, and all amendments to any of the above, that relate to the Contracts and/or the Portfolios and materially impact the Series. The Distributor will advise AFD and CRMC upon becoming aware of:

(a)	the institution of any regulatory proceeding, investigation or hearing involving the offer or sale of the Contracts and/or the Portfolios of which they become aware and which may materially impact the Series; or
(b)	the occurrence of any material event, if known, which makes untrue any statement made in the registration statement or disclosure documents of the Contracts or the Portfolios or which requires the making of a change therein in order to make any statement made therein not misleading.

Duties of AFD
17. AFD will bear its expenses of providing services under this Agreement. AFD will conduct training of Insurance Company's wholesalers regarding CRMC's approach to investment management and specific Subaccount positioning and sales. Training will include initial hire training, periodic training in conjunction with sales meetings, and refresher training. From time to time, AFD will provide, at its expense, speakers and panelists at due diligence meetings regarding the Contracts.
18. AFD will furnish to Insurance Company and/or the Distributor such information with respect to the Series in such form as Insurance Company and/or the Distributor may reasonably request. AFD will advise Insurance Company and/or the Distributor upon becoming aware of:
	(a)	the issuance by the Commission of any stop order suspending the effectiveness of the registration statement of the Series or the initiation of any proceedings for that purpose;
	(b)	the institution of any regulatory proceeding, investigation or hearing involving the offer or sale of the Series of which it becomes aware and which may materially impact the Contracts; or
	(c)	the occurrence of any material event, if known, which makes untrue any statement made in the registration statement of the Series or which requires the making of a change therein in order to make any statement made therein not misleading.

Duties of CRMC
19. CRMC agrees to allow Insurance Company to include in the Contracts, through the Portfolios, certain Master Funds described in the Fund Participation Agreement. CRMC will cause the Series: (a) to make available for use in the Contracts the Master Funds in the Series, as described in the Fund Participation Agreement and (b) to adequately diversify the Master Funds of the Series, pursuant to the requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder relating to the diversification requirements for variable annuity, endowment and life insurance contracts.
20. CRMC will furnish to Insurance Company and/or the Distributor such information with respect to the Series in such form as Insurance Company and/or the Distributor may reasonably request. CRMC will advise Insurance Company and the Distributor upon becoming aware of:
	(a)	the issuance by the Commission of any stop order suspending the effectiveness of the registration statement of the Series or the initiation of any proceedings for that purpose;
	(b)	the institution of any regulatory proceeding, investigation or hearing involving the offer or sale of the Series of which it becomes aware and which may materially affect the Contracts; or
	(c)	the occurrence of any material event, if known, which makes untrue any statement made in the registration statement of the Series or which requires the making of a change therein in order to make any statement made therein not misleading.

21. CRMC will bear its expenses of providing services under this Agreement.
22. The Series will pay the Distributor a Rule 12b-1 service fee to be accrued daily and paid monthly at an annual rate of 0.25% of the average daily net assets of the Class 2 assets of each Master Fund attributable to the Contracts for personal services and account maintenance services for Contract owners with investments in Subaccounts corresponding to the shares of the Portfolios that are invested in the Class 2 shares of each Master Fund so long as the Series' 12b-1 plan is effective with respect to the Class 2 shares of a Master Fund. Such payments shall be calculated by the Series and be paid by the Series to the Distributor as soon as practicable after the end of each month and in any event within thirty days.
Joint Duties
23. All the parties to this Agreement will cooperate in the development of advertising, sales literature and all other sales materials to be used with respect to the Portfolios and the Master Funds.
24. The parties shall coordinate with each other in the filing with the Commission of amendments to the registration statements for the Contracts (if required by law) and for the Series, respectively.
25. Each of the parties hereto agrees:(a) to comply with all laws applicable to it in the sale of Contracts and (b) to refrain from participating, cooperating, or assisting in any way with its or any third party's (i) development of marketing programs or other activities (written or oral) which directly encourage exchanges from the Contracts or (ii) creation of broker and/or client marketing tools which provide direct comparisons between the Contracts and any other investment products directly targeting the holders of the Contracts to exchange or transfer assets from the Contracts, unless such marketing programs or other activities or broker or client tools relate to variable insurance products issued by Insurance Company or an affiliate; or if agreed to by the parties.
Representations and Warranties
26. Insurance Company represents and warrants to AFD and CRMC that:
	(a)	each of the recitals applicable to it and/or each Account is true and correct;
	(b)	a registration statement under the 1933 Act and under the 1940 Act (if required by law) with respect to the Contracts and each Account has been or will be filed with the Commission (a copy of which will be delivered to AFD, upon request, when effective), and copies of any and all amendments thereto will be forwarded to AFD, upon request, at the time that they are filed with the Commission (if required by law);
	(c)	each such registration statement (if required by law) and any further amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the 1933 Act and the 1940 Act, and the rules and regulations of the Commission thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statement or omission made in reliance upon and in conformity with the information furnished in writing to Insurance Company or the Distributor by AFD or CRMC expressly for use therein;
	(d)	Insurance Company is validly existing as a life insurance company under the laws of the State of its incorporation, with power (corporate or other) to own its properties and conduct its business, as described in the prospectus (if a prospectus is required by law) for the Contracts, and has been duly qualified for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business to the extent such qualification is required;
	(e)	the Contracts to be issued through the Accounts have been duly and validly authorized and, when issued and delivered against payment therefor as provided in the prospectus (if a prospectus is required by law) and in the Contracts, will be duly and validly issued, and will conform to the description of the Contracts contained in the prospectuses (if a prospectus is required by law);
	(f)	the performance of this Agreement and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statute, any indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which Insurance Company is a party or by which Insurance Company is bound, Insurance Company's charter as a life insurance company or By-Laws or any order, rule or regulation of any court or governmental agency or body having jurisdiction over Insurance Company or any of their properties; and no consent, approval, authorization or order of any court or governmental agency or body which has not been obtained by the Effective Date of this Agreement is required for the consummation by Insurance Company of the transactions contemplated by this Agreement, except for the Commission's approval of the registration statement referred to in Paragraph 26(b) hereof;
	(g)	there are no material legal or governmental proceedings pending to which Insurance Company or an Account is a party or of which any property of Insurance Company or the Account is subject, other than as set forth in the prospectus relating to the Contracts, and other than litigation incidental to the kind of business conducted by Insurance Company which, if determined adversely to Insurance Company, would not individually or in the aggregate have a material adverse effect on the financial position, surplus or operations of Insurance Company;
	(h)	any information furnished in writing by Insurance Company to AFD or CRMC for use in the registration statement or annual report of the Series will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, nor result in the Series' registration statement's failing to materially conform in all respects to the requirements of the 1933 Act and 1940 Act and the rules and regulations thereunder;
	(i)	Insurance Company will materially comply with all applicable requirements of state insurance laws and regulations in connection with the Contracts;
	(j)	the level of fees charged by the Portfolios and the disclosure in the Portfolios' and the Contracts' registration statements under the 1933 Act and under the 1940 Act, and all forms, reports, proxy statements and other documents required to be filed with the Commission under the 1933 Act, the 1934 Act and the 1940 Act, are consistent in all material respects with all applicable laws, regulations and Commission guidance, including, without limitation, the 1933 Act and the 1940 Act and the rules and regulations under those Acts;
	(k)	investment by each Portfolio in the Master Fund is in reliance on and consistent with the terms of the Series' Mixed and Shared Funding Order; and
	(l)	the Portfolios invest in the Master Funds in reliance on the status of each Portfolio as a "Permitted Investor" within the meaning of Section 817(h)(4)(A) of the Internal Revenue Code of 1986, as amended. At its sole expense, ING has filed with the Internal Revenue Service a private letter ruling request confirming the "Permitted Investor" status of the Portfolios

.

27. The Distributor represents and warrants to AFD and CRMC that

(a)	each of the recitals applicable to it is true and correct;
(b)	The Distributor is validly existing as a corporation under the laws of the State of Delaware, and it is a broker-dealer duly registered with the Commission pursuant to the 1934 Act and is a member in good standing of the NASD, with power (corporate or other) to own its properties and conduct its business, and has been duly qualified for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business to the extent such qualification is required;
(c)	there are no material legal or governmental proceedings pending to which the Distributor is a party or of which any property of the Distributor is subject, other than as set forth in the prospectus relating to the Contracts, and other than litigation incidental to the kind of business conducted by the Distributor which, if determined adversely to the Distributor, would not individually or in the aggregate have a material adverse effect on the financial position, surplus or operations of the Distributor;
(d)	any information furnished in writing by the Distributor to AFD or CRMC for use in the registration statement or annual report of the Series will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, nor result in the registration statement's failing to conform materially in all respects to the requirements of the 1933 Act and 1940 Act and the rules and regulations thereunder;
(e)	the Distributor will comply with all applicable requirements of state insurance laws and regulations in connection with the sale of the Contracts;
(f)	the Distributor will not pay commissions to persons who, to the best of the Distributor's knowledge, are not appropriately licensed in a manner as to comply with applicable state insurance laws and regulations;
(g)	the level of fees charged by the Portfolios and the disclosure in the Portfolios' and the Contracts' registration statements under the 1933 Act and under the 1940 Act, and all forms, reports, proxy statements and other documents required to be filed with the Commission under the 1933 Act, the 1934 Act and the 1940 Act, are consistent in all material respects with all applicable laws, regulations and Commission guidance, including, without limitation, the 1933 Act and the 1940 Act and the rules and regulations under those Acts;
(h)	investment by each Portfolio in the Master Fund is in reliance on and consistent with the terms of the Series' Mixed and Shared Funding Order; and
(i)	the Portfolios invest in the Master Funds in reliance on the status of each Portfolio as a "Permitted Investor" within the meaning of Section 817(h)(4)(A) of the Internal Revenue Code of 1986, as amended. At its sole expense, ING has filed with the Internal Revenue Service a private letter ruling request confirming the "Permitted Investor" status of the Portfolios

28. AFD and CRMC represent and warrant to Insurance Company and the Distributor that:

(a)	each of the recitals applicable to it, them, and/or the Series is true and correct;
(b)	a registration statement under the 1933 Act (File No. 2-86838) and under the 1940 Act (File No. 811-3857) with respect to the Series has been filed with the Commission in the form previously delivered to Insurance Company and the Distributor, and copies of any and all amendments thereto will be forwarded to Insurance Company at the time that they are filed with the Commission;
(c)	the registration statement for the Series and any further amendments or supplements thereto will, when they become effective, conform in all material respects to the requirements of the 1933 Act and the 1940 Act, and the rules and regulations of the Commission thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statement or omission made in reliance upon and in conformity with the information furnished in writing to AFD or CRMC by Insurance Company or the Distributor expressly for use therein;
(d)	AFD is validly existing as a corporation under the laws of the State of California and it is a broker-dealer duly registered with the Commission pursuant to the 1934 Act and is a member in good standing of the NASD, with power (corporate or other) to own its properties and conduct its business, and has been duly qualified for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business to the extent such qualification is required;
(e)	CRMC is validly existing as a corporation under the laws of the State of Delaware and it is an investment adviser duly registered with the Commission pursuant to the Investment Advisers Act of 1940, with power (corporate or other) to own its properties and conduct its business, and has been duly qualified for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business to the extent such qualification is required;
(f)	the shares to be issued by the Series have been duly and validly authorized and, when issued and delivered against payment therefor as provided in the Series prospectus, will be duly and validly issued, and will conform to the description of such shares contained in that prospectus;
(g)	the performance of duties under this Agreement by AFD and CRMC will not result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statute, any indenture, mortgage, deed of trust, note agreement or other agreement or instrument to which AFD or CRMC is a party or by which AFD or CRMC is bound, the Articles of Incorporation or By-Laws of AFD or CRMC, or any order, rule or regulation of any court or governmental agency or body having jurisdiction over AFD or CRMC or its property;
(h)	there are no material legal or governmental proceedings pending to which AFD or CRMC is a party or of which any property of AFD or CRMC is subject, other than as set forth in the prospectus relating to the Series, and other than litigation incidental to the kind of business conducted by AFD or CRMC which, if determined adversely to AFD or CRMC, would not individually or in the aggregate have a material adverse effect on the financial position, surplus or operations of AFD or CRMC
(i)	CRMC and AFD will use reasonable efforts to ensure that no offering, sale or other disposition of the Contracts will be made until it has been notified by Insurance Company that the subject registration statements (if required by law) have been declared effective and that the Contracts have been released for sale by Insurance Company, and that such offer, sale or other disposition shall be limited to those jurisdictions that have approved or otherwise permit the offer and sale of the Contracts by Insurance Company;
(j)	any information furnished in writing by AFD or CRMC to Insurance Company or the Distributor for use in a registration statement (if required by law) or disclosure document of the Contracts will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, nor result in the registration statement's failing to materially conform in all respects to the requirements of the 1933 Act and the rules and regulations thereunder;
(k)	AFD will comply with all applicable requirements of state broker-dealer regulations and the 1934 Act as each applies to AFD and shall conduct its affairs in accordance with the rules of the NASD; and
(l)	no shares of the Series shall be sold to the general public or any other person except as permitted for Accounts to be diversified as required under Section 817 of the Internal Revenue Code of 1986, as amended.

Indemnification

29. AFD and/or CRMC agree to indemnify Insurance Company and/or the Distributor (or any affiliate, control person, shareholder, director, officer, employee or agent of Insurance Company and/or the Distributor) from, and hold them harmless against, any and all losses, claims, liabilities incurred (including amounts paid in settlement with the written consent of AFD and/or CRMC) or litigation (including reasonable legal fees and costs relating to the investigation and/or defense of any action) arising out of any act or omission of AFD and/or CRMC (or those of its affiliates) relating to:

(a)	rendering services under, or breaching, this Agreement;
(b)	the failure by the Series or CRMC to adequately diversify the various Master Funds of the Series, pursuant to the requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder relating to the diversification requirements for variable annuity, endowment and life insurance contracts;
(c)	the failure by the Series or CRMC to supply Insurance Company with information sufficient to adequately calculate its accumulation and/or annuity unit values as required by law and the registration statement (if required by law) for the Account;
(d)	unlawful conduct, bad faith, willful misfeasance, or gross negligence on the part of AFD and/or CRMC; or
(e)	the failure by the Series and CRMC to invest the assets of each Master Fund in accordance with the Master Fund's investment objective, policies and restrictions;

provided, however, that indemnification will not be provided hereunder for any such liability that results from the actions of Insurance Company and/or the Distributor or from Insurance Company's and/or the Distributor's failure to fulfill their respective duties and obligations arising under this Agreement.

30. Insurance Company and/or the Distributor agree to indemnify AFD and/or CRMC (or any affiliate, control person, shareholder, director, officer, employee or agent of AFD and/or CRMC) from, and hold them harmless against, any and all losses, claims, liabilities incurred (including amounts paid in settlement with the written consent of Insurance Company and/or the Distributor) or litigation (including reasonable legal fees and costs relating to the defense of any action) arising out of any act or omission of Insurance Company and/or the Distributor (or those of its affiliates) relating to:

(a)	rendering services under, or breaching, this Agreement;
(b)	unlawful conduct, bad faith, willful misfeasance, or gross negligence on the part of Insurance Company and/or the Distributor;
(c)	a Portfolio's failing to qualify as a "Permitted Investor" within the meaning of Section 817(h)(4)(A) of the Internal Revenue Code of 1986, as amended; or
(d)	the SEC's determining that investment in a Master Fund by the Portfolio is not consistent with the terms of the Series' Mixed and Shared Funding Order;

provided, however, that indemnification will not be provided hereunder for any such liability that results from the actions of AFD and/or CRMC or from AFD's and/or CRMC's failure to fulfill their respective duties and obligations arising under this Agreement.

31. Any party seeking indemnification (the "Potential Indemnitee") will promptly notify any party from whom they intend to seek indemnification (each a "Potential Indemnitor") of all demands made and/or actions commenced against the Potential Indemnitee which may require a Potential Indemnitor to provide such indemnification. At its option and expense, a Potential Indemnitor may retain counsel and control any litigation for which it may be responsible to indemnify a Potential Indemnitee under this Agreement.

32. With respect to any claim, the parties each shall give the other reasonable access during normal business hours to its books, records and employees and those books, records and employees within its control pertaining to such claim and shall otherwise cooperate with one another in the defense of any claim. Regardless of which party defends a particular claim, the defending party shall give the other parties written notice of any significant development in the case as soon as practicable, and such other party, at all times, shall have the right to intervene in the defense of the case.

33. If a party is defending a claim and indemnifying the other party hereto, and: (a) a settlement proposal is made by the claimant or (b) the defending party desires to present a settlement proposal to the claimant, then the defending party promptly shall notify the other party hereto of such settlement proposal together with its counsel's recommendation. If the defending party desires to enter into the settlement and the other party fails to consent within five business days (unless such period is extended, in writing, by mutual agreement of the parties hereto), then the other party, from the time it fails to consent forward, shall defend the claim and shall further indemnify the defending party for all costs associated with the claim which are in excess of the proposed settlement amount.

Regardless of which party is defending the claim, if a settlement requires an admission of liability by the non-defending party or would require the non-defending party to either take action (other than purely ministerial action) or refrain from taking action (due to an injunction or otherwise) (a "Specific Performance Settlement"), the defending party may agree to such settlement only after obtaining the express, written consent of the non-defending party. If a non-defending party fails to consent to a Specific Performance Settlement, the consequences described in the last sentence of the first paragraph of this Paragraph 33 shall not apply.

34. The parties shall use good faith efforts to resolve any dispute concerning this indemnification obligation. Should those efforts fail to resolve the dispute, the ultimate resolution shall be determined in a de novo proceeding, separate and apart from the underlying matter complained of, before a court of competent jurisdiction. Either party may initiate such proceedings with a court of competent jurisdiction at any time following the termination of the efforts by such parties to resolve the dispute (termination of such efforts shall be deemed to have occurred thirty days from the commencement of the same unless such time period is extended by the written agreement of the parties). The prevailing party in such a proceeding shall be entitled to recover reasonable attorneys' fees, costs and expenses.

Rule 12b-1 Fee

35. If the Series 12b-1 plan is no longer effective or is no longer applicable to the Master Funds in the Contracts (the "12b-1 Termination"), AFD, CRMC and the Series shall discuss with the Distributor, in good faith, alternate fee arrangements and/or a reallocation of marketing expenses. If no new agreement is reached within thirty days after the 12b-1 Termination (or at such later date mutually acceptable to all of the parties), the Distributor, at its option, may elect to terminate this Agreement, and/or may elect to obtain an order of exemption pursuant to Section 26(b) of the 1940 Act ("Substitution Order") for the Portfolios and/or the Master Fund(s) or a vote of Contract owners authorizing redemption and substitution of Portfolio shares. The Series, AFD and CRMC shall cooperate with Insurance Company in obtaining and implementing any such Substitution Order.

Termination

36. This Agreement may be terminated:

(a)	by mutual agreement at any time;
	by any party at any time upon sixty (60) days' written notice to the other parties;
	at Insurance Company's option, pursuant to Paragraph 35 hereof;
	at Insurance Company's option by written notice to AFD and/or CRMC if Insurance Company shall determine in its sole judgment exercised in good faith, that either AFD or CRMC has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or
	at AFD or CRMC's option by written notice to Insurance Company if AFD or CRMC shall determine in its sole judgment exercised in good faith, that Insurance Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity.

37. If this Agreement terminates, the parties shall cooperate after termination to effect an orderly windup of the business.

Miscellaneous

38. This Agreement shall be governed by the laws of the State of California.

39. This Agreement (along with the Fund Participation Agreement) constitutes the entire agreement among the parties pertaining to the Contracts, and supersedes any and all prior agreements, understandings, documents, projections, financial data, statements, representations and warranties, oral or written, express or implied, between the parties hereto and their respective affiliates, representatives and agents in respect of the subject matter hereof. If there should be any conflict between the terms of this Agreement and those of the Fund Participation Agreement, the terms of the Fund Participation Agreement shall govern

40. This Agreement may be amended from time to time only by agreement in writing of the parties.

41. No waiver of any provision nor consent to any exceptions to the terms of this Agreement shall be effective unless that waiver or consent is executed in writing by the parties and then only for the specific purpose, extent and instance so provided.

42. This Agreement and the parties' rights, duties and obligations under this Agreement are not transferable or assignable by any of them without the express, prior written consent of the other parties hereto. Any attempt by a party to transfer or assign this Agreement or any of its rights, duties or obligations under this Agreement without such consent is void; provided, however, that a merger of, reinsurance arrangement by, or change of control of a party shall not be deemed to be an assignment for purposes of this Agreement.

43. This Agreement shall inure to the benefit of and be binding upon Insurance Company, the Distributor, AFD and CRMC, and their respective successors and permitted assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person or corporation, other than the parties hereto and their respective successors and permitted assigns, any legal or equitable right, remedy or claim in respect of this Agreement or any provision herein contained.

44. This Agreement and any amendment to it may be executed in one or more counterparts. All of those counterparts shall constitute one and the same agreement. Neither this Agreement nor any amendment shall become effective until all counterparts have been fully executed and delivered.

45. All notices, requests, demands and/or other communications permitted or required hereunder shall be in writing and shall be sent by nationally recognized overnight courier, and/or by certified mail, return receipt requested, addressed to each party (other than the Distributor) to the individuals and at the address shown in the notice provisions of the Fund Participation Agreement, or at such other address as a party has directed in writing.

If to Insurance Company:

ING USA Annuity and Life Insurance Company
ReliaStar Life Insurance Company of New York
U.S. Legal Services
1475 Dunwoody Drive
West Chester, PA 19380
Attention: Linda E. Senker, Counsel
Facsimile No.: 610-425-3520

with a copy to:

ING Investment Funds

520 Madison Avenue

New York, NY 10022

Attention: Bebe Wilkinson, Head of Outside Funds

If to DSI

Directed Services, Inc.

1475 Dunwoody Drive

West Chester, PA 19380

Attention: David L. Jacobson, Vice President

If to the Series:

American Funds Insurance Series

333 S. Hope Street, 55^th Floor

Los Angeles, California 90071

Attention: Michael J. Downer, Senior Vice President

Facsimile No.: (213) 486-9041

with a copy to:

Capital Research and Management Company

333 S. Hope Street, 55^th Floor

Los Angeles, California 90071

Attention: Kenneth R. Gorvetzian, Vice President and Senior Counsel, Fund Business Management Group

Facsimile No.: (213) 486-9041

If to CRMC:

Capital Research and Management Company

333 S. Hope Street, 55^th Floor

Los Angeles, CA 90071

Attention: Michael J. Downer, Senior Vice President and Legal Counsel,

Fund Business Management Group, and Secretary

Facsimile No.: (213) 486-9041

with a copy to:

Capital Research and Management Company

333 S. Hope Street, 55^th Floor

Los Angeles, California 90071

Attention: Kenneth R. Gorvetzian, Vice President and Senior Counsel,

Fund Business Management Group

Facsimile No.: (213) 486-9041

A notice shall be presumed to have been received: (a) on the day after it was sent if sent by overnight courier, so long as a receipt evidencing that it was sent, in fact, by overnight courier is obtained or (b) on the day that the recipient signs the receipt if sent by certified mail.

46. The provisions of this Agreement are severable. Should any provision hereof be held unlawful or invalid by any competent authority, the remainder of the Agreement shall remain in full force and effect.

47. The provisions contained in Paragraphs 1, 3, 4 (except for 4(d)), 5-7, 16, 18-22, 24-25, 29-34 and 37-47 shall survive the termination of this Agreement for so long as any of the Series shares remain as investment options in any of the Contracts.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested as of the date first above written.

ING USA ANNUITY AND LIFE INSURANCE COMPANY (on behalf of itself and each Account)

Attest:		/s/ David L. Jacobson
	By:	David L. Jacobson
/s/ Bonnie R. Wood	Its:	Vice President

RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK (on behalf of itself and each Account)

Attest:		/s/ David L. Jacobson
	By:	David L. Jacobson
/s/ Bonnie R. Wood	Its:	Vice President

Directed Services, Inc.

Attest:
	By:	David L. Jacobson
/s/ Bonnie R. Wood	Its:	Vice President

American Funds distributors, inc.

Attest:		/s/ Michael Downer
	By:	Michael J. Downer
/s/ Dana J. Griffith	Its:	Secretary

CAPITAL RESEARCH AND MANAGEMENT COMPANY

Attest:		/s/ Michael J. Downer
	By:	Michael J. Downer
/s/ Dana J. Griffith	Its:	Vice President and Secretary

Appendix A

Company	Separate Account
ING USA Annuity and Life Insurance Company:	ING USA Annuity and Life Insurance Company Separate Account B
ReliaStar Life Insurance Company of New York:	ReliaStar Life Insurance Company of New York Separate Account NY-B

Appendix B

PORTFOLIOS AND CORRESPONDING MASTER FUNDS

ING Investors Trust Portfolios: ING American Funds Growth Portfolio ING American Funds Growth-Income Portfolio ING American Funds International Portfolio

American Funds Insurance Series Master Funds: Growth Fund (Class 2 Shares) Growth-Income Fund (Class 2 Shares) International Fund (Class 2 Shares)

Appendix C- Fund Participation Agreement

FUND PARTICIPATION AGREEMENT

THIS AGREEMENT is entered into as of this 2^nd day of September, 2003, as amended and restated on May 17, 2004, among ING USA ANNUITY AND LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the State of Delaware and RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK, a life insurance company organized under the laws of the State of New York (individually and together, the "Insurance Company"), each on behalf of itself and certain of its separate accounts (each, an "Account"), as listed in Appendix B to this Agreement, as such Appendix may be amended from time to time by mutual agreement in writing; ING INVESTORS TRUST (the "Trust"), an open-end management investment company that is a business trust organized under the laws of the Commonwealth of Massachusetts; ING INVESTMENTS, LLC ("ING"), a limited liability company organized under the laws of the State of Delaware; Directed Services, Inc. ("DSI"), a broker-dealer a nd registered investment adviser organized under the laws of the state of Delaware, which serves as the Trust's distributor; AMERICAN FUNDS INSURANCE SERIES ("Series"), an open-end management investment company organized under the laws of the Commonwealth of Massachusetts; and CAPITAL RESEARCH AND MANAGEMENT COMPANY ("CRMC"), a corporation organized under the laws of the State of Delaware.

WITNESSETH:

WHEREAS, Insurance Company has issued or proposes to issue to the public, now and in the future, certain multi-manager variable annuity contracts (the "Contracts") as set forth in Appendix A to this Agreement, as such Appendix may be amended from time to time by mutual agreement in writing;

WHEREAS, Insurance Company has established one or more Accounts, as set forth in Appendix B, under applicable state insurance law, for purposes of funding the Contracts and has or will register each Account with the United States Securities and Exchange Commission (the "Commission") as a unit investment trust under the Securities Act of 1933 (the "1933 Act") and the Investment Company Act of 1940 (the "1940 Act") (unless the Account is exempt from such registration);

WHEREAS, the Contracts, which are or will be registered by Insurance Company with the Commission for offer and sale (unless the Contract is exempt from such registration), will be in compliance with all applicable laws prior to being offered for sale;

WHEREAS, the Series has received a "Mixed and Shared Funding Order" from the Commission granting relief from certain provisions of the 1940 Act and the rules thereunder to the extent necessary to permit shares of the Series to be sold to variable annuity and life insurance separate accounts of unaffiliated insurance companies;

WHEREAS, the Series is divided into various funds (the "Master Funds"), and each Master Fund has its own assets and liabilities and invests in securities in accordance with its

investment objectives and policies, as described in the registration statement for the Master Funds;

WHEREAS, the Trust is divided into various series (the "Portfolios"), and each Portfolio has its own assets and liabilities and invests in securities in accordance with its investment objectives and policies, as described in the registration statement for the Portfolios;

WHEREAS, certain Portfolios propose to hold as their only investment shares of a corresponding Master Fund as set forth in Appendix C, as such Appendix may be amended from time to time by mutual agreement in writing;

WHEREAS, certain Master Funds (through the Portfolios) will serve as the underlying investments for the Contracts as set forth in Appendix A to this Agreement, as such Appendix may be amended from time to time by mutual agreement in writing;

WHEREAS, CRMC is the investment adviser for the Master Funds; and

WHEREAS, ING is the investment adviser for the Portfolios.

NOW, THEREFORE, in consideration of the foregoing and of mutual covenants and conditions set forth herein and for other good and valuable consideration, Insurance Company, the Trust, ING, DSI, the Series and CRMC hereby agree as follows:

1. The Series and CRMC each represents and warrants to Insurance Company, the Trust, ING and DSI that: (a) a registration statement under the 1933 Act and under the 1940 Act with respect to the Series, in the form previously delivered to Insurance Company and the Trust, and all forms, reports, proxy statements and other documents required to be filed with the Commission under the 1933 Act, the Securities Exchange Act of 1934 ("1934 Act") and the 1940 Act (collectively, the "SEC Filings") have been filed with the Commission and copies of any and all amendments thereto will be forwarded to Insurance Company and the Trust at the time that they are filed with the Commission; (b) the Series is, and shall be at all times while this Agreement is in force, lawfully organized and validly existing under the laws of the Commonwealth of Massachusetts; (c) the Series is and shall remain registered as an open-end management investment company under the 1940 Act; (d) the SEC Filings (includin g the registration statement) conform or, when they become effective, will conform in all material respects to the requirements of the 1933 Act, the 1940 Act and the 1934 Act, and the rules and regulations of the Commission thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Series by Insurance Company, ING, DSI or the Trust expressly for use therein; and (e) the Series and CRMC will comply in all material respects with all applicable laws and regulations, including, without limitation, the 1933 Act and the 1940 Act and the rules and regulations thereunder. The Series shall register and qualify the shares of the

Master Funds listed on Appendix C for sale in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Series.

2. The Trust, ING and DSI each represents and warrants to Insurance Company, the Series and CRMC that the shares of the Portfolios listed on Appendix C are or will be registered under the 1933 Act and that the shares will be issued, sold and distributed in compliance in all material respects with all applicable federal securities laws. The Trust further represents and warrants that: (a) the Trust is, and shall be at all times while this Agreement is in force, lawfully organized and validly existing under the laws of the Commonwealth of Massachusetts; (b) the Trust is and shall remain registered as an open-end management investment company under the 1940 Act; (c) the SEC Filings (including the registration statement) of the Trust conform or, when they become effective, will conform in all material respects to the requirements of the 1933 Act, the 1934 Act and the 1940 Act, and the rules and regulations of the Commission thereunder, and will not contain any untrue statement of a material fact or om it to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Series by Insurance Company, CRMC or the Series expressly for use therein; and (e) the Trust, ING and DSI will comply in all material respects with all applicable laws and regulations, including, without limitation, the 1933 Act and the 1940 Act and the rules and regulations thereunder. The Trust shall register and qualify the shares of the Portfolios listed on Appendix C for sale in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Trust.

2a. Insurance Company represents and warrants to the Trust, Series and CRMC that the Contracts are currently and at the time of issuance will be treated as annuity contracts under applicable provisions of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "Code"), that it will maintain such treatment and that it will notify the Trust, Series and CRMC immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future.

3. The Series will furnish to Insurance Company and the Trust such information with respect to the Series in such form and signed by such of its officers as Insurance Company and/or the Trust may reasonably request, and will warrant that the statements therein contained when so signed will be true and correct. The Series will advise Insurance Company and the Trust immediately of: (a) any non-routine request by the Commission (i) for amendment of the registration statement relating to the Series, or (ii) for additional information; (b) the issuance by the Commission of any stop order suspending the effectiveness of the registration statement of the Series or the initiation of any proceeding for that purpose; (c) the institution of any proceeding, investigation or hearing involving the offer or sale of the Contracts or the Series of which it or CRMC becomes aware; or (d) the happening of any material event, if known, which makes untrue any statement made in the registration statement of the Series or which requires the making of a change therein in order to make any statement made therein not misleading.

4. The Series will make Class 2 shares of the Master Funds listed on Appendix C available to the Portfolios and will register for sale under the 1933 Act and, if required, under state securities laws, such additional shares of the Master Funds as may be reasonably necessary for investment by the Portfolios under this Agreement and maintain a continuous offering of the shares of the Master Funds. DSI, as the Trust's distributor, will be entitled to a Rule 12b-1 service fee paid by the Series and to be accrued daily and paid monthly at an annual rate of 0.25% of the average daily net assets of the Class 2 shares of each Master Fund attributable to the Contracts. DSI may use the fee in connection with offering shares of the Portfolios to Insurance Company or for other purposes or services deemed appropriate by DSI, including services for Contract owners with investments in subaccounts corresponding to the Portfolios investing in Class 2 shares of each Master Fund (each, a "Subaccount") for as long as the Series' Class 2 Plan of Distribution pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 plan") remains in effect and the Portfolios remain invested in shares of the Master Funds. Master Fund shares to be made available to the Portfolios shall be sold by the Series and purchased by the Trust for a given Portfolio at the net asset value of the respective Master Fund (without the imposition of a sales load) next computed after receipt of each order by the Series or its designee, as established in accordance with the provisions of the then current Prospectus of the Series. For purposes of this Paragraph 4, Insurance Company shall be a designee of each Master Fund and each Portfolio for receipt of such orders attributable to the Contracts, and receipt by such designee as of 4:00 p.m. Eastern time (or other such time the Boards of Trustees of the Trust and the Series shall so designate) shall constitute receipt by the Trust and the Series; provided that the Portfolio and the Master F und each receives actual notice of such order by 9:30 a.m. Eastern time on the following Business Day ("Next Business Day"). "Business Day" shall mean any day on which the New York Stock Exchange ("NYSE") is open for trading and on which the Series or Portfolio, as applicable, calculates its net asset value pursuant to the rules of the Commission. The Series will make shares of the Master Funds available indefinitely for purchase at the applicable net asset value per share by the Trust and its Portfolios on those days on which the Series calculates its net asset value pursuant to the rules of the Commission, and the Series shall use its best efforts to calculate such net asset value on each day on which the NYSE is open for trading. The Series shall make the net asset value per share for each Master Fund available to the Trust on a daily basis as soon as reasonably practicable after the Series calculates its net asset value per share, and the Series shall use its best efforts to make such net asset value per share available by 6:30 p.m. Eastern time. CRMC and the Series shall report to the Trust and Insurance Company any material error in the calculation of the net asset values, dividends or capital gain information as soon as practicable upon discovery. In the event of any material error in the calculation or communication of net asset value, dividends or capital gain information or delay in the communication by CRMC, the Series will act in accordance with its then current policies and procedures relating to error correction, which policies and procedures shall be provided to Insurance Company and the Trust and shall be in accordance with the 1933 Act and 1940 Act (and any applicable regulations thereunder) and SEC policies regarding pricing errors, including in regards to when the party responsible for the error must compensate a Fund or its shareholders for any losses. The Series and CRMC are responsible for maintaining net asset values for each Master Fund in accordance w ith the requirements of the 1940 Act and the Series' then current Prospectus. Shares of particular Master Funds shall be ordered in such quantities and at such

times as determined by the Trust to be necessary to meet the requirements of the Portfolios. Payments for shares purchased will be made in federal funds transmitted by wire on the Next Business Day, and Insurance Company and the Trust shall each use commercially reasonable efforts to wire (or cause to be wired) funds to the other, for the purpose of settling net purchase orders or orders of redemption, by 3:00 p.m. Eastern time on the Next Business Day.

4a. The Series and CRMC agree that total return and yield performance information of the Series derived from its registration statement provided by the Series or CRMC may be used by the Trust, DSI or Insurance Company in connection with the sale of shares of the Portfolios and the Contracts without prior approval of the Series or CRMC, and the Trust, DSI and Insurance Company will be responsible for using such information in conformity with the information provided.

4b. The Series shall provide the Trust and Insurance Company with at least one hundred twenty (120) days' advance notice, or such lesser time as may be agreed to by the parties, of any change in the Series' investment objective, and at least sixty (60) days' advance notice, or such lesser time as may be agreed to by the parties, of any material change in the Series' principal investment strategy described in its Prospectus, or any change in the Series' fiscal year or time for calculating net asset value for purposes of Rule 22c-1.

4c. The Series reserves the right to temporarily suspend or terminate sales of the Series' shares to the Trust and the Portfolios if such action is required by law, or if the Board of Trustees of the Series deems it necessary, appropriate and in the best interests of the Series and its shareholders or in response to the order of an appropriate regulatory authority.

4d. As of the Effective Date of this Agreement, the Series is unable to provide pricing information, order execution and wire payment for purchases and redemptions of Master Fund shares through the National Securities Clearing Corporation ("NSCC") and its subsidiary systems described in Appendix D to this Agreement. The Series agrees to provide pricing information, order execution and wire payment for purchases and redemptions of Master Fund Shares through the NSCC and its subsidiary systems pursuant to Appendix D to this Agreement, as such Appendix may be amended from time to time by mutual agreement in writing, as soon as it becomes feasible for the Series to do so.

5. The Trust will make shares of the Portfolios listed on Appendix C available to Insurance Company and will register for sale under the 1933 Act and, if required, under state securities laws, such additional shares of the Portfolios as may reasonably be necessary for use as the funding vehicle for the Contracts and to maintain a continuous offering of the shares of the Portfolios.

5a. The Trust reserves the right to temporarily suspend or terminate sales of the Portfolios' shares to Insurance Company, or purchases of the Series' shares by the Trust and the Portfolios, if any such action is required by law, or if the Board of Trustees of the Trust deems it necessary, appropriate and in the best interest of the Trust and its shareholders (including Contract owners) or in response to the order of an appropriate regulatory authority.

Contract owners) or in response to the order of an appropriate regulatory authority.

6. The Contracts funded through each Account will provide for the allocation of net amounts among certain Subaccounts for investment in such shares of the Portfolios as may be offered from time to time in the Contracts. The selection of the particular Subaccount is to be made by the Contract owner and such selection may be changed in accordance with the terms of the Contracts. Insurance Company reserves the right to refuse, to impose limitations on, or to limit any transaction request if the request would tend to disrupt Contract administration or is not in the best interest of the Contract owners or an Account or Subaccount.

7. Transfer of the Series' and the Trust's shares will be by book entry only. No stock certificates will be issued to the Accounts or Portfolios. Shares ordered from a particular Master Fund will be recorded by CRMC or the Series' transfer agent as instructed by the Trust in an appropriate title for the corresponding Portfolio. Shares ordered from a particular Portfolio will be recorded by DSI or the Trust's transfer agent as instructed by Insurance Company in an appropriate title for the corresponding Account or Subaccount.

8. The Series shall furnish notice promptly to the Trust of any dividend or distribution payable on any shares of the Master Funds held by the Portfolios. The Trust hereby elects to receive all such dividends and distributions as are payable on shares of a Master Fund recorded in the title for the corresponding Portfolio in additional shares of that Master Fund. The Series shall notify the Trust of the number of shares so issued. The Trust reserves the right to revoke this election and to receive all such income dividends and capital gain distributions in cash.

8a. The Trust shall furnish notice promptly to Insurance Company of any dividend or distribution payable on any shares underlying the Portfolios. Insurance Company hereby elects to receive all such dividends and distributions as are payable on shares of a Portfolio recorded in the title for the corresponding Subaccount in additional shares of that Portfolio. The Trust shall notify Insurance Company of the number of shares so issued. Insurance Company reserves the right to revoke this election and to receive all such income dividends and capital gain distributions in cash.

9. The Series shall effect redemptions of interests in the Master Funds in accordance with the terms of the Master Funds' then current Prospectus and the provisions of the 1940 Act and the rules and regulations thereunder. For purposes of this Paragraph 9, Insurance Company shall be a designee of each Portfolio and each Master Fund for receipt of requests for redemption from each Account, and receipt by such designee by 4:00 p.m. Eastern time (or other such time the Boards of Trustees of the Trust and the Series shall so designate) shall constitute receipt by the Trust and the Series; provided that the Trust or Series each receives actual notice of such request for redemption by 9:00 a.m. Eastern time on the Next Business Day. Insurance Company shall purchase and redeem the shares of the Portfolios offered by the then current Prospectus of the Trust in accordance with the provisions of such Prospectus.

9a. All redemption requests, including any redemption requests that the Trust receives from an Account which necessitate a redemption request to the Series and a redemption of a

Portfolio's entire interest from a Master Fund, will be effected in cash at the next determined net asset value after the redemption request is received, payable in federal funds. The Series will use its best efforts to settle redemptions on the business day following the receipt of a redemption request by the Series and if such next business day settlement is not practicable, then as soon thereafter as practicable, and will immediately notify the Trust regarding the anticipated settlement date, which shall in all events be a date permitted under the 1940 Act. The Trust will settle redemptions immediately upon receipt of proceeds from the Series.

10. The Series shall pay all expenses incidental to its performance under this Agreement. The Series shall bear the expenses for the cost of registration of its shares, preparation of Prospectuses and statements of additional information to be sent to existing Contract owners (upon request in the case of the statement of additional information), proxy statements and related materials and annual and semi-annual shareholder reports, the printing and distribution of such items to each Contract owner who has allocated net amounts to any Subaccount, the preparation of all statements and notices required from it by any federal or state law, and taxes on the issue or transfer of the Series' shares subject to this Agreement. The Series will provide the Trust and Insurance Company, at least once a year, with enough copies of its Statement of Additional Information to be able to distribute one to each Contract owner or prospective Contract owner who requests such Statement of Additional Information.

11. Insurance Company shall bear the expenses for the cost of preparation and delivery of the Portfolios and the Master Funds respective Prospectuses (and supplements thereto) to be sent to prospective Contract owners. Each of the Trust and the Series shall provide, at its expense and in a timely manner, such documentation (in camera-ready or other mutually agreeable form) and other assistance as is reasonably necessary in order for Insurance Company once each year (or more frequently if the Prospectus for the Series or the Trust is amended), and twice each year in the case of the annual and semi-annual shareholder reports, to have the Prospectus or Prospectuses, and the annual and semi-annual shareholder reports for the Contracts, the Portfolios and the Master Funds, printed together in one or more documents (such printing to be done at Insurance Company's expense with respect to prospective investors).

12. Insurance Company represents and warrants to the Trust and the Series that any information furnished in writing by Insurance Company to the Trust or the Series for use in the registration statements of the Trust and the Series, respectively, will not result in the registration statement's failing to conform in all respects to the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder or containing any untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

12a. The Trust represents and warrants to the Series that any information furnished in writing by the Trust to the Series for use in the registration statement of the Series will not result in the registration statement's failing to conform in all respects to the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder or containing any untrue statement of a material fact or omission to state a material fact required to be state therein or necessary to make the statements therein not misleading.

12b. The Series represents and warrants to the Trust and Insurance Company that any information furnished in writing by the Series to the Trust or Insurance Company for use in the registration statement of the Trust or Insurance Company will not result in the registration statement's failing to conform in all respects to the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder or containing any untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

13. Insurance Company, the Trust and their affiliates shall make no representations concerning the Series' shares except those contained in the then current Prospectus of the Series, current statement of additional information of the Series, reports to shareholders, or in such printed information subsequently issued by the Series or on its behalf by CRMC or American Funds Distributors, Inc. ("AFD"), including information published on the Series' or CRMC's internet site, in materials approved by CRMC and AFD or as otherwise provided in the Business Agreement in effect among Insurance Company, AFD and CRMC dated as of September 2, 2003.

14. Shares of the Series may be offered to separate accounts of various insurance companies in addition to Insurance Company and the Trust and otherwise in accordance with the Mixed and Shared Funding Order. The Series agrees to take all steps necessary so that the Master Funds meet the requirements of Section 817 relating to diversification for variable annuity, endowment and life insurance contracts. The Series represents that each Master Fund is currently qualified as a "regulated investment company" ("RIC") under the Code. The Series also agrees to maintain each Master Fund's qualification as a RIC, and each will notify Insurance Company and the Trust immediately upon having a basis for believing that the Series has ceased to so qualify or that the Series might not so qualify in the future. The Series will provide the Trust with securities holdings reports for each Master Fund within ten days after each calendar quarter.

15. The Series and the Trust hereby notify Insurance Company that it may be appropriate to include in the Prospectus pursuant to which a Contract is offered disclosure regarding the risks of mixed and shared funding.

16. The parties to this Agreement recognize that due to differences in tax treatment or other considerations, the interests of various Contract owners participating in one or more Portfolios or Master Funds might, at some time, be in conflict. Each party shall report to each other party any potential or existing conflict of which it becomes aware. The Boards of Trustees of the Trust and the Series shall promptly notify Insurance Company of the existence of irreconcilable material conflict and its implications. If such a conflict exists, Insurance Company will, at its own expense, take whatever action deemed necessary in accordance with the mixed and shared funding orders of or applicable to the Series and the Trust, respectively, to remedy such conflict; in any case, Contract owners will not be required to bear such expenses.

17. Insurance Company agrees to indemnify and hold the Trust, ING, DSI, CRMC and the Series and any affiliate, control person, shareholder, director, trustee, officer or employee of the Trust, ING, DSI or the Series (collectively, "Indemnified Affiliates") harmless against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses) to which such Indemnified Affiliate may be subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements arise as a result of Insurance Company's: (a) making untrue statements of material facts or omitting material facts in a Contract's registration statement, Prospectus, statement of additional information, private placement memorandum or other disclosure documents, semi-annual or annual reports to Contract owners and sales literature for the Contracts; (b) making untrue statements of material facts that an Indemnified A ffiliate includes in its materials, provided that the Indemnified Affiliate relies on information supplied by Insurance Company; (c) unlawful conduct, bad faith, willful malfeasance, or gross negligence by Insurance Company with respect to the sale of the Contracts or Portfolio or Master Fund shares; or (d) breaching this Agreement or a representation or warranty contained in this Agreement.

17a. ING and DSI (as between them, in relation to each party's responsibilities under this Agreement), each on behalf of itself and the Trust, agrees to indemnify and hold Insurance Company, the Trust, CRMC, the Series and any affiliate, control person, shareholder, director, trustee, officer or employee of Insurance Company, the Trust or the Series (collectively, "Registered Affiliates") harmless against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses) to which such Registered Affiliate may be subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements arise as a result of the Trust's, ING's or DSI's: (a) making untrue statements of material facts or omitting material facts in the Trust's registration statement, Prospectuses or statements of additional information, semi-annual and annual reports to shareholders, and sales literature; ( b) making untrue statements of material facts that a Registered Affiliate includes in its materials, provided such Registered Affiliate relies on information supplied by ING or DSI; (c) unlawful conduct, bad faith, willful malfeasance, or gross negligence by the Trust, ING or DSI with respect to the sale of the Contracts or Portfolio shares or the operation of the Trust or a Portfolio; (d) failure of a Portfolio to comply with any of its investment objectives, policies and restrictions; or (e) breaching this Agreement or a representation or warranty contained in this Agreement.

17b. The Series and CRMC each agrees to indemnify and hold Insurance Company, the Trust, ING and DSI and any affiliate, control person, shareholder, director, trustee, officer or employee of Insurance Company, the Trust, ING or DSI (collectively, "Insurance Company Affiliates") harmless against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses) to which such Insurance Company Affiliate may be subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements arise as a result of the Series' or CRMC's: (a) making untrue statements of material facts or omitting material facts in the Series' registration statement, Prospectuses or statements of additional information, semi-annual and annual reports to shareholders, and sales literature; (b) making untrue statements of material facts that an Insurance

Company Affiliate includes in its materials, provided such Insurance Company Affiliate relies on information supplied by the Series or CRMC; (c) unlawful conduct, bad faith, willful malfeasance, or gross negligence by the Series or CRMC with respect to the sale of the Contracts or Master Fund shares or the operation of the Series or a Master Fund; (d) failure of a Master Fund to comply with any of its investment objectives, policies and restrictions; or (e) breaching this Agreement or a representation or warranty contained in this Agreement.

18. Insurance Company shall be responsible for assuring that the Account calculates pass-through voting privileges of Contract owners in a manner consistent with the method of calculating pass-through voting privileges set forth in the then current Prospectus or private placement memorandum for the Contract and the mixed and shared funding orders of or applicable to the Trust and the Series.

19. Each party hereto shall cooperate with each other party and all appropriate governmental authorities (including, but not limited to, the Commission, the NASD and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby.

20. The parties understand that there is no intention to create a joint venture in the subject matter of this Agreement. Accordingly, the right to terminate this Agreement and to engage in any activity not inconsistent with this Agreement is absolute. This Agreement will terminate:

1. by mutual agreement at any time;
   

by any party at any time upon sixty (60) days' written notice to the other parties;

(c) at the option of Insurance Company, the Trust, CRMC or the Series upon ten calendar days' prior written notice to the other parties if a final non-appealable administrative or judicial decision is entered against another party which has a material impact on the Contracts;

(d) at the option of Insurance Company or the Trust, immediately upon written notice, if shares of the Series are not reasonably available for investment by the Portfolios;

(e) at the option of Insurance Company or the Trust, immediately upon written notice, if the Series or a Master Fund fails to meet the requirements for either diversification under Section 817 or RIC status under the Code, or if the Board of the Series terminates the 12b-1 plan;

1. at the option of Insurance Company, the Trust, CRMC or the Series in the event the Series' shares are not registered, issued or sold in accordance with applicable state and/or federal law or such law precludes the use of such shares as an underlying investment for the Contracts issued or to be issued by Insurance Company (in such event prompt notice shall be given by Insurance Company, the Trust, CRMC or the Series to the other parties);

at Insurance Company's option by written notice to the Series and/or CRMC if Insurance Company shall determine in its sole judgment exercised in good faith, that either the Series or CRMC has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or

with respect to each Insurance Company, at the option of the Series or CRMC by written notice to Insurance Company if the Series or CRMC shall determine in its sole judgment exercised in good faith, that Insurance Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity.

The effective date for termination pursuant to any notice given under this Paragraph shall be calculated beginning with the date of receipt of such notice.

21. All notices, consents, waivers, and other communications under this Agreement must be in writing, and will be deemed to have been duly received: (a) when delivered by hand (with written confirmation of receipt); (b) when sent by facsimile (with written confirmation of receipt), provided that a copy is mailed by registered mail, return receipt requested; or (c) the day after it is sent by a nationally recognized overnight delivery service, in each case to the appropriate addresses and facsimile numbers set forth below (or to such other addresses and facsimile numbers as a party may designate by notice to the other parties):

If to Insurance Company:

ING USA Annuity and Life Insurance Company

ReliaStar Life Insurance Company of New York

U.S. Legal Services

1475 Dunwoody Drive

West Chester, PA 19380

Attention: Linda E. Senker, Counsel

Facsimile No.: 610-425-3520

with a copy to:

ING Investment Funds

520 Madison Avenue

New York, NY 10022

Attention: Bebe Wilkinson, Head of Outside Funds

If the Trust:

ING Investors Trust

7337 East Doubletree Ranch Road

Scottsdale, AZ 85258-2034
Attn: Robert S. Naka

Senior Vice President

If to ING:

ING Investments, LLC

7337 East Doubletree Ranch Road

Scottsdale, AZ 85258-2034

Attn: Michael J. Roland
Chief Financial Officer

If to DSI:

Directed Services, Inc.

1475 Dunwoody Drive

West Chester, PA 19380

Attn: David L. Jacobson, Vice President

If to the Series:

American Funds Insurance Series

333 S. Hope Street, 55^th Floor

Los Angeles, California 90071

Attention: Michael J. Downer, Senior Vice President

Facsimile No.: (213) 486-9041

with a copy to:

Capital Research and Management Company

333 S. Hope Street, 55^th Floor

Los Angeles, California 90071

Attention: Kenneth R. Gorvetzian, Vice President and Senior Counsel, Fund Business Management Group

Facsimile No.: (213) 486-9041

If to CRMC:

Capital Research and Management Company

333 S. Hope Street, 55^th Floor

Los Angeles, CA 90071

Attention: Michael J. Downer, Senior Vice President and Legal Counsel,

Fund Business Management Group, and Secretary

Facsimile No.: (213) 486-9041

with a copy to:

Capital Research and Management Company

333 S. Hope Street, 55^th Floor

Los Angeles, California 90071

Attention: Kenneth R. Gorvetzian, Vice President and Senior Counsel,

Fund Business Management Group

Facsimile No.: (213) 486-9041

21. If this Agreement terminates, any provision of this Agreement necessary to the orderly windup of business under it will remain in effect as to that business, after termination.

22. If this Agreement terminates, the Series and CRMC, at Insurance Company's option, will continue to make additional shares of the Master Funds available to the Trust for all existing Contracts as of the effective date of termination (under the same terms and conditions as were in effect prior to termination of this Agreement with respect to existing Contract owners), unless the Series liquidates or applicable laws prohibit further sales. Insurance Company agrees not to redeem shares of the Trust unless: (a) the Agreement is terminated pursuant to Paragraph 20(e) or 20(f); (b) legitimately required to do so according to a Contract owner's request; (c) under an order from the Commission or pursuant to exemptive relief granted by the Commission or pursuant to a vote of Contract owners; or (d) as otherwise agreed to or permitted among the parties.

23. The obligations of the Series under this Agreement are not binding upon any of the Trustees, officers, employees or shareholders (except CRMC if it is a shareholder) of the Series individually, but bind only the Series' assets. When seeking satisfaction for any liability of the Series in respect of this Agreement, Insurance Company, on behalf of itself and the Accounts, agrees not to seek recourse against said Trustees, officers, employees or shareholders, or any of them, or any of their personal assets for such satisfaction. Insurance Company agrees that the obligations of each Master Fund hereunder shall be several and not joint, in accordance with its proportionate interest hereunder, and Insurance Company agrees not to proceed against any Master Fund for the obligations of another Master Fund. Notwithstanding the foregoing, if Insurance Company seeks satisfaction for any liability of the Series in respect of this Agreement, Insurance Company (on behalf of itself or any Account) may seek rec ourse against CRMC.

23b. The obligations of the Trust under this Agreement are not binding upon any of the

Trustees, officers, employees or shareholders (except Insurance Company if it is a shareholder), of the Trust individually, but bind only the Trust's assets. When seeking satisfaction for any liability of the Trust in respect of this Agreement, Insurance Company, the Series and CRMC agree not to seek recourse against said Trustees, officers, employees or shareholders, or any of them, or any of their personal assets for such satisfaction. Insurance Company, the Series and CRMC also agree that the obligations of each Portfolio hereunder shall be several and not joint, in accordance with its proportionate interest hereunder, and the Series and CRMC agree not to proceed against any Portfolio for the obligations of another Portfolio.

24. This Agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts.

25. This Agreement and the parties' rights, duties and obligations under this Agreement are not transferable or assignable by any of them without the express, prior written consent of the other parties hereto. Any attempt by a party to transfer or assign this Agreement or any of its rights, duties or obligations under this Agreement without such consent is void; provided, however, that a merger of, reinsurance arrangement by, or change of control of a party shall not be deemed to be an assignment for purposes of this Agreement.

26. The following Paragraphs shall survive any termination of this Agreement: 4, 17-17(b), 21-26.

27. This Agreement and any amendment to it may be executed in one or more counterparts. All of those counterparts shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested as of the date first above written.

ING USA ANNUITY AND LIFE INSURANCE COMPANY (on behalf of itself and each Account)

Attest:	\s\ David L. Jacobson
	David L. Jacobson
\s\ Bonnie L. Wood	Vice President

RELIASTAR LIFE INSURANCE COMPANY

OF NEW YORK (on behalf of itself and each Account)

Attest:	\s\ David L. Jacobson
	David L. Jacobson
\s\ Bonnie L. Wood	Vice President

AMERICAN FUNDS INSURANCE SERIES

Attest:		\s\ Chad L. Norton
	By:	Chad L. Norton
\s\ Michael Downer	Its:	Secretary

CAPITAL RESEARCH AND MANAGEMENT COMPANY

Attest:		\s\ Michael J. Downer
	By:	Michael J. Downer
\s\ Dana J. Griffith	Its:	Vice President and Secretary

ING INVESTORS TRUST

Attest:	\s\ Robert S. Naka
	Robert S. Naka
\s\ Alyssa Fleischman	Senior Vice President

ING INVESTMENTS, LLC

Attest:	\s\ Michael J. Roland
	Michael J. Roland
\s\ Alyssa Fleischman	Chief Financial Officer

DIRECTED SERVICES, INC.

Attest:	\s\ David L. Jacobson
	David L. Jacobson
\s\ Bonnie L. Wood	Vice President

Appendix A - Contracts

Company	Contracts
ING USA Annuity and Life Insurance Company:	GoldenSelect Access® GoldenSelect Access One GoldenSelect DVA Plus® GoldenSelect DVA GoldenSelect ES II® GoldenSelect Generations, GoldenSelect Landmark GoldenSelect Opportunities GoldenSelect Premium Plus® SmartDesign Advantage SmartDesign Signature SmartDesign Variable Annuity
ReliaStar Life Insurance Company of New York	GoldenSelect DVA Plus-NY SmartDesign Variable Annuity - NY

Appendix B - Separate Accounts

Company	Separate Account
ING USA Annuity and Life Insurance Company:	Separate Account B
ReliaStar Life Insurance Company of New York:	ReliaStar Life Insurance Company of New York Separate Account NY-B

Appendix C

PORTFOLIOS AND CORRESPONDING MASTER FUNDS

ING Investors Trust Portfolios: ING American Funds Growth Portfolio ING American Funds Growth-Income Portfolio ING American Funds International Portfolio

American Funds Insurance Series Master Funds: Growth Fund (Class 2 Shares) Growth-Income Fund (Class 2 Shares) International Fund (Class 2 Shares)

Appendix D

Procedures for Pricing and Order/Settlement Through National Securities Clearing Corporation's Mutual Fund Profile System and Mutual Fund Settlement, Entry and Registration Verification System.

1. Subject to the provisions of Paragraph 4 of the Participation Agreement, the parties hereby agree to provide pricing information, execute orders and wire payments for purchases and redemptions of Master Fund shares through National Securities Clearing Corporation ("NSCC") and its subsidiary systems, when it becomes feasible for the Series to do so, as follows:

1. The Series will furnish to the Trust or its designated affiliate through NSCC's Mutual Fund Profile System ("MFPS") (1) the most current net asset value information for each Master Fund, (2) a schedule of anticipated dividend and distribution payment dates for each Master Fund, which is subject to change without prior notice, ordinary income and capital gain dividend rates on the Master Fund's ex-date, and (3) in the case of fixed income funds that declare daily dividends, the daily accrual or the interest rate factor. All such information shall be furnished to the Trust or its designated affiliate by 6:30 p.m. Eastern Time on each Business Day or at such other time as that information becomes available. Changes in pricing information will be communicated to NSCC and the Trust

Upon receipt of Master Fund purchase, exchange and redemption instructions for acceptance as of the time at which a Master Fund's net asset value is calculated as specified in the Series' Prospectus ("Close of Trading") on each Business Day ("Instructions"), and upon its determination that there are good funds with respect to Instructions involving the purchase of Master Fund shares, the Trust or its designated affiliate will calculate the net purchase or redemption order for each Master Fund. Orders for net purchases or net redemptions derived from Instructions received by the Trust or its designated affiliate prior to the Close of Trading on any given Business Day will be sent to the Defined Contribution Interface of NSCC's Mutual Fund Settlement, Entry and Registration Verification System ("Fund/SERV") by 5:00 a.m. Eastern Time on the next Business Day. Subject to the Trust's or its designated affiliate's compliance with the foregoing, the Trust or its designated affiliate will be consider ed the agent of the Series, and the Business Day on which Instructions are received by the Trust or its affiliate in proper form prior to the Close of Trading will be the date as of which shares of the Master Funds are deemed purchased, exchanged or redeemed pursuant to such Instructions. Instructions received in proper form by the Trust or its designated affiliate after the Close of Trading on any given Business Day will be treated as if received on the next following Business Day. Dividends and capital gains distributions will be automatically reinvested at net asset value in accordance with the Series' then current Prospectuses.

The Trust or its designated affiliate will wire payment for net purchase orders by the Master Fund's NSCC Firm Number, in immediately available funds, to an NSCC settling bank account designated by the Trust or its designated affiliate no later than 5:00 p.m. Eastern time on the same Business Day such purchase orders are communicated to NSCC. For purchases of shares of daily dividend accrual funds, those shares will not begin to accrue dividends until the day the payment for those shares is received.

NSCC will wire payment for net redemption orders by Master Fund, in immediately available funds, to an NSCC settling bank account designated by Insurance Company or its designated affiliate, by 5:00 p.m. Eastern Time on the Business Day such redemption orders are communicated to NSCC, except as provided in the Series' then current Prospectus and statement of additional information.

If the Series does not send a confirmation of the Trust's or its designated affiliate's purchase or redemption order to NSCC by the applicable deadline to be included in that Business Day's payment cycle, payment for such purchases or redemptions will be made the following Business Day.

If on any day the Trust or its designated affiliate, or the Series is unable to meet the NSCC deadline for the transmission of purchase or redemption orders, it may at its option transmit such orders and make such payments for purchases and redemptions directly to the Series or the Trust or its designated affiliate, as applicable, as is otherwise provided in the Agreement.

These procedures are subject to any additional terms in the Series' Prospectus and the requirements of applicable law. The Series reserves the right, at its discretion and without notice, and subject to the terms and conditions of this Agreement to suspend the sale of shares or withdraw the sale of shares of any Master Fund.

2. The Trust or its affiliate, the Series and clearing agents (if applicable) are each required to have entered into membership agreements with NSCC and met all requirements to participate in the MFPS and Fund/SERV systems before these procedures may be utilized. Each party will be bound by the terms of their membership agreement with NSCC and will perform any and all duties, functions, procedures and responsibilities assigned to it and as otherwise established by NSCC applicable to the MFPS and Fund/SERV system and the Networking Matrix Level utilized.

3. Except as modified hereby, all other terms and conditions of the Agreement shall remain in full force and effect. Unless otherwise indicated herein, the terms defined in the Agreement shall have the same meaning as in this Appendix.

EX-5

Exhibit 99-B.(8)(ee)

FUND PARTICIPATION AGREEMENT

THIS AGREEMENT is entered into as of this 2^nd day of September, 2003, as amended and restated on May 17, 2004, among ING USA ANNUITY AND LIFE INSURANCE COMPANY, a life insurance company organized under the laws of the State of Delaware and RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK, a life insurance company organized under the laws of the State of New York (individually and together, the "Insurance Company"), each on behalf of itself and certain of its separate accounts (each, an "Account"), as listed in Appendix B to this Agreement, as such Appendix may be amended from time to time by mutual agreement in writing; ING INVESTORS TRUST (the "Trust"), an open-end management investment company that is a business trust organized under the laws of the Commonwealth of Massachusetts; ING INVESTMENTS, LLC ("ING"), a limited liability company organized under the laws of the State of Delaware; Directed Services, Inc. ("DSI"), a broker-dealer a nd registered investment adviser organized under the laws of the state of Delaware, which serves as the Trust's distributor; AMERICAN FUNDS INSURANCE SERIES ("Series"), an open-end management investment company organized under the laws of the Commonwealth of Massachusetts; and CAPITAL RESEARCH AND MANAGEMENT COMPANY ("CRMC"), a corporation organized under the laws of the State of Delaware.

WITNESSETH:

WHEREAS, Insurance Company has issued or proposes to issue to the public, now and in the future, certain multi-manager variable annuity contracts (the "Contracts") as set forth in Appendix A to this Agreement, as such Appendix may be amended from time to time by mutual agreement in writing;

WHEREAS, Insurance Company has established one or more Accounts, as set forth in Appendix B, under applicable state insurance law, for purposes of funding the Contracts and has or will register each Account with the United States Securities and Exchange Commission (the "Commission") as a unit investment trust under the Securities Act of 1933 (the "1933 Act") and the Investment Company Act of 1940 (the "1940 Act") (unless the Account is exempt from such registration);

WHEREAS, the Contracts, which are or will be registered by Insurance Company with the Commission for offer and sale (unless the Contract is exempt from such registration), will be in compliance with all applicable laws prior to being offered for sale;

WHEREAS, the Series has received a "Mixed and Shared Funding Order" from the Commission granting relief from certain provisions of the 1940 Act and the rules thereunder to the extent necessary to permit shares of the Series to be sold to variable annuity and life insurance separate accounts of unaffiliated insurance companies;

WHEREAS, the Series is divided into various funds (the "Master Funds"), and each Master Fund has its own assets and liabilities and invests in securities in accordance with its

investment objectives and policies, as described in the registration statement for the Master Funds;

WHEREAS, the Trust is divided into various series (the "Portfolios"), and each Portfolio has its own assets and liabilities and invests in securities in accordance with its investment objectives and policies, as described in the registration statement for the Portfolios;

WHEREAS, certain Portfolios propose to hold as their only investment shares of a corresponding Master Fund as set forth in Appendix C, as such Appendix may be amended from time to time by mutual agreement in writing;

WHEREAS, certain Master Funds (through the Portfolios) will serve as the underlying investments for the Contracts as set forth in Appendix A to this Agreement, as such Appendix may be amended from time to time by mutual agreement in writing;

WHEREAS, CRMC is the investment adviser for the Master Funds; and

WHEREAS, ING is the investment adviser for the Portfolios.

NOW, THEREFORE, in consideration of the foregoing and of mutual covenants and conditions set forth herein and for other good and valuable consideration, Insurance Company, the Trust, ING, DSI, the Series and CRMC hereby agree as follows:

1. The Series and CRMC each represents and warrants to Insurance Company, the Trust, ING and DSI that: (a) a registration statement under the 1933 Act and under the 1940 Act with respect to the Series, in the form previously delivered to Insurance Company and the Trust, and all forms, reports, proxy statements and other documents required to be filed with the Commission under the 1933 Act, the Securities Exchange Act of 1934 ("1934 Act") and the 1940 Act (collectively, the "SEC Filings") have been filed with the Commission and copies of any and all amendments thereto will be forwarded to Insurance Company and the Trust at the time that they are filed with the Commission; (b) the Series is, and shall be at all times while this Agreement is in force, lawfully organized and validly existing under the laws of the Commonwealth of Massachusetts; (c) the Series is and shall remain registered as an open-end management investment company under the 1940 Act; (d) the SEC Filings (includin g the registration statement) conform or, when they become effective, will conform in all material respects to the requirements of the 1933 Act, the 1940 Act and the 1934 Act, and the rules and regulations of the Commission thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Series by Insurance Company, ING, DSI or the Trust expressly for use therein; and (e) the Series and CRMC will comply in all material respects with all applicable laws and regulations, including, without limitation, the 1933 Act and the 1940 Act and the rules and regulations thereunder. The Series shall register and qualify the shares of the

Master Funds listed on Appendix C for sale in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Series.

2. The Trust, ING and DSI each represents and warrants to Insurance Company, the Series and CRMC that the shares of the Portfolios listed on Appendix C are or will be registered under the 1933 Act and that the shares will be issued, sold and distributed in compliance in all material respects with all applicable federal securities laws. The Trust further represents and warrants that: (a) the Trust is, and shall be at all times while this Agreement is in force, lawfully organized and validly existing under the laws of the Commonwealth of Massachusetts; (b) the Trust is and shall remain registered as an open-end management investment company under the 1940 Act; (c) the SEC Filings (including the registration statement) of the Trust conform or, when they become effective, will conform in all material respects to the requirements of the 1933 Act, the 1934 Act and the 1940 Act, and the rules and regulations of the Commission thereunder, and will not contain any untrue statement of a material fact or om it to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Series by Insurance Company, CRMC or the Series expressly for use therein; and (e) the Trust, ING and DSI will comply in all material respects with all applicable laws and regulations, including, without limitation, the 1933 Act and the 1940 Act and the rules and regulations thereunder. The Trust shall register and qualify the shares of the Portfolios listed on Appendix C for sale in accordance with the securities laws of the various states only if and to the extent deemed necessary by the Trust.

2a. Insurance Company represents and warrants to the Trust, Series and CRMC that the Contracts are currently and at the time of issuance will be treated as annuity contracts under applicable provisions of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "Code"), that it will maintain such treatment and that it will notify the Trust, Series and CRMC immediately upon having a reasonable basis for believing that the Contracts have ceased to be so treated or that they might not be so treated in the future.

3. The Series will furnish to Insurance Company and the Trust such information with respect to the Series in such form and signed by such of its officers as Insurance Company and/or the Trust may reasonably request, and will warrant that the statements therein contained when so signed will be true and correct. The Series will advise Insurance Company and the Trust immediately of: (a) any non-routine request by the Commission (i) for amendment of the registration statement relating to the Series, or (ii) for additional information; (b) the issuance by the Commission of any stop order suspending the effectiveness of the registration statement of the Series or the initiation of any proceeding for that purpose; (c) the institution of any proceeding, investigation or hearing involving the offer or sale of the Contracts or the Series of which it or CRMC becomes aware; or (d) the happening of any material event, if known, which makes untrue any statement made in the registration statement of the Series or which requires the making of a change therein in order to make any statement made therein not misleading.

4. The Series will make Class 2 shares of the Master Funds listed on Appendix C available to the Portfolios and will register for sale under the 1933 Act and, if required, under state securities laws, such additional shares of the Master Funds as may be reasonably necessary for investment by the Portfolios under this Agreement and maintain a continuous offering of the shares of the Master Funds. DSI, as the Trust's distributor, will be entitled to a Rule 12b-1 service fee paid by the Series and to be accrued daily and paid monthly at an annual rate of 0.25% of the average daily net assets of the Class 2 shares of each Master Fund attributable to the Contracts. DSI may use the fee in connection with offering shares of the Portfolios to Insurance Company or for other purposes or services deemed appropriate by DSI, including services for Contract owners with investments in subaccounts corresponding to the Portfolios investing in Class 2 shares of each Master Fund (each, a "Subaccount") for as long as the Series' Class 2 Plan of Distribution pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 plan") remains in effect and the Portfolios remain invested in shares of the Master Funds. Master Fund shares to be made available to the Portfolios shall be sold by the Series and purchased by the Trust for a given Portfolio at the net asset value of the respective Master Fund (without the imposition of a sales load) next computed after receipt of each order by the Series or its designee, as established in accordance with the provisions of the then current Prospectus of the Series. For purposes of this Paragraph 4, Insurance Company shall be a designee of each Master Fund and each Portfolio for receipt of such orders attributable to the Contracts, and receipt by such designee as of 4:00 p.m. Eastern time (or other such time the Boards of Trustees of the Trust and the Series shall so designate) shall constitute receipt by the Trust and the Series; provided that the Portfolio and the Master F und each receives actual notice of such order by 9:30 a.m. Eastern time on the following Business Day ("Next Business Day"). "Business Day" shall mean any day on which the New York Stock Exchange ("NYSE") is open for trading and on which the Series or Portfolio, as applicable, calculates its net asset value pursuant to the rules of the Commission. The Series will make shares of the Master Funds available indefinitely for purchase at the applicable net asset value per share by the Trust and its Portfolios on those days on which the Series calculates its net asset value pursuant to the rules of the Commission, and the Series shall use its best efforts to calculate such net asset value on each day on which the NYSE is open for trading. The Series shall make the net asset value per share for each Master Fund available to the Trust on a daily basis as soon as reasonably practicable after the Series calculates its net asset value per share, and the Series shall use its best efforts to make such net asset value per share available by 6:30 p.m. Eastern time. CRMC and the Series shall report to the Trust and Insurance Company any material error in the calculation of the net asset values, dividends or capital gain information as soon as practicable upon discovery. In the event of any material error in the calculation or communication of net asset value, dividends or capital gain information or delay in the communication by CRMC, the Series will act in accordance with its then current policies and procedures relating to error correction, which policies and procedures shall be provided to Insurance Company and the Trust and shall be in accordance with the 1933 Act and 1940 Act (and any applicable regulations thereunder) and SEC policies regarding pricing errors, including in regards to when the party responsible for the error must compensate a Fund or its shareholders for any losses. The Series and CRMC are responsible for maintaining net asset values for each Master Fund in accordance w ith the requirements of the 1940 Act and the Series' then current Prospectus. Shares of particular Master Funds shall be ordered in such quantities and at such

times as determined by the Trust to be necessary to meet the requirements of the Portfolios. Payments for shares purchased will be made in federal funds transmitted by wire on the Next Business Day, and Insurance Company and the Trust shall each use commercially reasonable efforts to wire (or cause to be wired) funds to the other, for the purpose of settling net purchase orders or orders of redemption, by 3:00 p.m. Eastern time on the Next Business Day.

4a. The Series and CRMC agree that total return and yield performance information of the Series derived from its registration statement provided by the Series or CRMC may be used by the Trust, DSI or Insurance Company in connection with the sale of shares of the Portfolios and the Contracts without prior approval of the Series or CRMC, and the Trust, DSI and Insurance Company will be responsible for using such information in conformity with the information provided.

4b. The Series shall provide the Trust and Insurance Company with at least one hundred twenty (120) days' advance notice, or such lesser time as may be agreed to by the parties, of any change in the Series' investment objective, and at least sixty (60) days' advance notice, or such lesser time as may be agreed to by the parties, of any material change in the Series' principal investment strategy described in its Prospectus, or any change in the Series' fiscal year or time for calculating net asset value for purposes of Rule 22c-1.

4c. The Series reserves the right to temporarily suspend or terminate sales of the Series' shares to the Trust and the Portfolios if such action is required by law, or if the Board of Trustees of the Series deems it necessary, appropriate and in the best interests of the Series and its shareholders or in response to the order of an appropriate regulatory authority.

4d. As of the Effective Date of this Agreement, the Series is unable to provide pricing information, order execution and wire payment for purchases and redemptions of Master Fund shares through the National Securities Clearing Corporation ("NSCC") and its subsidiary systems described in Appendix D to this Agreement. The Series agrees to provide pricing information, order execution and wire payment for purchases and redemptions of Master Fund Shares through the NSCC and its subsidiary systems pursuant to Appendix D to this Agreement, as such Appendix may be amended from time to time by mutual agreement in writing, as soon as it becomes feasible for the Series to do so.

5. The Trust will make shares of the Portfolios listed on Appendix C available to Insurance Company and will register for sale under the 1933 Act and, if required, under state securities laws, such additional shares of the Portfolios as may reasonably be necessary for use as the funding vehicle for the Contracts and to maintain a continuous offering of the shares of the Portfolios.

5a. The Trust reserves the right to temporarily suspend or terminate sales of the Portfolios' shares to Insurance Company, or purchases of the Series' shares by the Trust and the Portfolios, if any such action is required by law, or if the Board of Trustees of the Trust deems it necessary, appropriate and in the best interest of the Trust and its shareholders (including Contract owners) or in response to the order of an appropriate regulatory authority.

Contract owners) or in response to the order of an appropriate regulatory authority.

6. The Contracts funded through each Account will provide for the allocation of net amounts among certain Subaccounts for investment in such shares of the Portfolios as may be offered from time to time in the Contracts. The selection of the particular Subaccount is to be made by the Contract owner and such selection may be changed in accordance with the terms of the Contracts. Insurance Company reserves the right to refuse, to impose limitations on, or to limit any transaction request if the request would tend to disrupt Contract administration or is not in the best interest of the Contract owners or an Account or Subaccount.

7. Transfer of the Series' and the Trust's shares will be by book entry only. No stock certificates will be issued to the Accounts or Portfolios. Shares ordered from a particular Master Fund will be recorded by CRMC or the Series' transfer agent as instructed by the Trust in an appropriate title for the corresponding Portfolio. Shares ordered from a particular Portfolio will be recorded by DSI or the Trust's transfer agent as instructed by Insurance Company in an appropriate title for the corresponding Account or Subaccount.

8. The Series shall furnish notice promptly to the Trust of any dividend or distribution payable on any shares of the Master Funds held by the Portfolios. The Trust hereby elects to receive all such dividends and distributions as are payable on shares of a Master Fund recorded in the title for the corresponding Portfolio in additional shares of that Master Fund. The Series shall notify the Trust of the number of shares so issued. The Trust reserves the right to revoke this election and to receive all such income dividends and capital gain distributions in cash.

8a. The Trust shall furnish notice promptly to Insurance Company of any dividend or distribution payable on any shares underlying the Portfolios. Insurance Company hereby elects to receive all such dividends and distributions as are payable on shares of a Portfolio recorded in the title for the corresponding Subaccount in additional shares of that Portfolio. The Trust shall notify Insurance Company of the number of shares so issued. Insurance Company reserves the right to revoke this election and to receive all such income dividends and capital gain distributions in cash.

9. The Series shall effect redemptions of interests in the Master Funds in accordance with the terms of the Master Funds' then current Prospectus and the provisions of the 1940 Act and the rules and regulations thereunder. For purposes of this Paragraph 9, Insurance Company shall be a designee of each Portfolio and each Master Fund for receipt of requests for redemption from each Account, and receipt by such designee by 4:00 p.m. Eastern time (or other such time the Boards of Trustees of the Trust and the Series shall so designate) shall constitute receipt by the Trust and the Series; provided that the Trust or Series each receives actual notice of such request for redemption by 9:00 a.m. Eastern time on the Next Business Day. Insurance Company shall purchase and redeem the shares of the Portfolios offered by the then current Prospectus of the Trust in accordance with the provisions of such Prospectus.

9a. All redemption requests, including any redemption requests that the Trust receives from an Account which necessitate a redemption request to the Series and a redemption of a

Portfolio's entire interest from a Master Fund, will be effected in cash at the next determined net asset value after the redemption request is received, payable in federal funds. The Series will use its best efforts to settle redemptions on the business day following the receipt of a redemption request by the Series and if such next business day settlement is not practicable, then as soon thereafter as practicable, and will immediately notify the Trust regarding the anticipated settlement date, which shall in all events be a date permitted under the 1940 Act. The Trust will settle redemptions immediately upon receipt of proceeds from the Series.

10. The Series shall pay all expenses incidental to its performance under this Agreement. The Series shall bear the expenses for the cost of registration of its shares, preparation of Prospectuses and statements of additional information to be sent to existing Contract owners (upon request in the case of the statement of additional information), proxy statements and related materials and annual and semi-annual shareholder reports, the printing and distribution of such items to each Contract owner who has allocated net amounts to any Subaccount, the preparation of all statements and notices required from it by any federal or state law, and taxes on the issue or transfer of the Series' shares subject to this Agreement. The Series will provide the Trust and Insurance Company, at least once a year, with enough copies of its Statement of Additional Information to be able to distribute one to each Contract owner or prospective Contract owner who requests such Statement of Additional Information.

11. Insurance Company shall bear the expenses for the cost of preparation and delivery of the Portfolios and the Master Funds respective Prospectuses (and supplements thereto) to be sent to prospective Contract owners. Each of the Trust and the Series shall provide, at its expense and in a timely manner, such documentation (in camera-ready or other mutually agreeable form) and other assistance as is reasonably necessary in order for Insurance Company once each year (or more frequently if the Prospectus for the Series or the Trust is amended), and twice each year in the case of the annual and semi-annual shareholder reports, to have the Prospectus or Prospectuses, and the annual and semi-annual shareholder reports for the Contracts, the Portfolios and the Master Funds, printed together in one or more documents (such printing to be done at Insurance Company's expense with respect to prospective investors).

12. Insurance Company represents and warrants to the Trust and the Series that any information furnished in writing by Insurance Company to the Trust or the Series for use in the registration statements of the Trust and the Series, respectively, will not result in the registration statement's failing to conform in all respects to the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder or containing any untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

12a. The Trust represents and warrants to the Series that any information furnished in writing by the Trust to the Series for use in the registration statement of the Series will not result in the registration statement's failing to conform in all respects to the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder or containing any untrue statement of a material fact or omission to state a material fact required to be state therein or necessary to make the statements therein not misleading.

12b. The Series represents and warrants to the Trust and Insurance Company that any information furnished in writing by the Series to the Trust or Insurance Company for use in the registration statement of the Trust or Insurance Company will not result in the registration statement's failing to conform in all respects to the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder or containing any untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

13. Insurance Company, the Trust and their affiliates shall make no representations concerning the Series' shares except those contained in the then current Prospectus of the Series, current statement of additional information of the Series, reports to shareholders, or in such printed information subsequently issued by the Series or on its behalf by CRMC or American Funds Distributors, Inc. ("AFD"), including information published on the Series' or CRMC's internet site, in materials approved by CRMC and AFD or as otherwise provided in the Business Agreement in effect among Insurance Company, AFD and CRMC dated as of September 2, 2003.

14. Shares of the Series may be offered to separate accounts of various insurance companies in addition to Insurance Company and the Trust and otherwise in accordance with the Mixed and Shared Funding Order. The Series agrees to take all steps necessary so that the Master Funds meet the requirements of Section 817 relating to diversification for variable annuity, endowment and life insurance contracts. The Series represents that each Master Fund is currently qualified as a "regulated investment company" ("RIC") under the Code. The Series also agrees to maintain each Master Fund's qualification as a RIC, and each will notify Insurance Company and the Trust immediately upon having a basis for believing that the Series has ceased to so qualify or that the Series might not so qualify in the future. The Series will provide the Trust with securities holdings reports for each Master Fund within ten days after each calendar quarter.

15. The Series and the Trust hereby notify Insurance Company that it may be appropriate to include in the Prospectus pursuant to which a Contract is offered disclosure regarding the risks of mixed and shared funding.

16. The parties to this Agreement recognize that due to differences in tax treatment or other considerations, the interests of various Contract owners participating in one or more Portfolios or Master Funds might, at some time, be in conflict. Each party shall report to each other party any potential or existing conflict of which it becomes aware. The Boards of Trustees of the Trust and the Series shall promptly notify Insurance Company of the existence of irreconcilable material conflict and its implications. If such a conflict exists, Insurance Company will, at its own expense, take whatever action deemed necessary in accordance with the mixed and shared funding orders of or applicable to the Series and the Trust, respectively, to remedy such conflict; in any case, Contract owners will not be required to bear such expenses.

17. Insurance Company agrees to indemnify and hold the Trust, ING, DSI, CRMC and the Series and any affiliate, control person, shareholder, director, trustee, officer or employee of the Trust, ING, DSI or the Series (collectively, "Indemnified Affiliates") harmless against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses) to which such Indemnified Affiliate may be subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements arise as a result of Insurance Company's: (a) making untrue statements of material facts or omitting material facts in a Contract's registration statement, Prospectus, statement of additional information, private placement memorandum or other disclosure documents, semi-annual or annual reports to Contract owners and sales literature for the Contracts; (b) making untrue statements of material facts that an Indemnified A ffiliate includes in its materials, provided that the Indemnified Affiliate relies on information supplied by Insurance Company; (c) unlawful conduct, bad faith, willful malfeasance, or gross negligence by Insurance Company with respect to the sale of the Contracts or Portfolio or Master Fund shares; or (d) breaching this Agreement or a representation or warranty contained in this Agreement.

17a. ING and DSI (as between them, in relation to each party's responsibilities under this Agreement), each on behalf of itself and the Trust, agrees to indemnify and hold Insurance Company, the Trust, CRMC, the Series and any affiliate, control person, shareholder, director, trustee, officer or employee of Insurance Company, the Trust or the Series (collectively, "Registered Affiliates") harmless against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses) to which such Registered Affiliate may be subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements arise as a result of the Trust's, ING's or DSI's: (a) making untrue statements of material facts or omitting material facts in the Trust's registration statement, Prospectuses or statements of additional information, semi-annual and annual reports to shareholders, and sales literature; ( b) making untrue statements of material facts that a Registered Affiliate includes in its materials, provided such Registered Affiliate relies on information supplied by ING or DSI; (c) unlawful conduct, bad faith, willful malfeasance, or gross negligence by the Trust, ING or DSI with respect to the sale of the Contracts or Portfolio shares or the operation of the Trust or a Portfolio; (d) failure of a Portfolio to comply with any of its investment objectives, policies and restrictions; or (e) breaching this Agreement or a representation or warranty contained in this Agreement.

17b. The Series and CRMC each agrees to indemnify and hold Insurance Company, the Trust, ING and DSI and any affiliate, control person, shareholder, director, trustee, officer or employee of Insurance Company, the Trust, ING or DSI (collectively, "Insurance Company Affiliates") harmless against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses) to which such Insurance Company Affiliate may be subject under any statute, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements arise as a result of the Series' or CRMC's: (a) making untrue statements of material facts or omitting material facts in the Series' registration statement, Prospectuses or statements of additional information, semi-annual and annual reports to shareholders, and sales literature; (b) making untrue statements of material facts that an Insurance

Company Affiliate includes in its materials, provided such Insurance Company Affiliate relies on information supplied by the Series or CRMC; (c) unlawful conduct, bad faith, willful malfeasance, or gross negligence by the Series or CRMC with respect to the sale of the Contracts or Master Fund shares or the operation of the Series or a Master Fund; (d) failure of a Master Fund to comply with any of its investment objectives, policies and restrictions; or (e) breaching this Agreement or a representation or warranty contained in this Agreement.

18. Insurance Company shall be responsible for assuring that the Account calculates pass-through voting privileges of Contract owners in a manner consistent with the method of calculating pass-through voting privileges set forth in the then current Prospectus or private placement memorandum for the Contract and the mixed and shared funding orders of or applicable to the Trust and the Series.

19. Each party hereto shall cooperate with each other party and all appropriate governmental authorities (including, but not limited to, the Commission, the NASD and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby.

20. The parties understand that there is no intention to create a joint venture in the subject matter of this Agreement. Accordingly, the right to terminate this Agreement and to engage in any activity not inconsistent with this Agreement is absolute. This Agreement will terminate:

1. by mutual agreement at any time;
   

by any party at any time upon sixty (60) days' written notice to the other parties;

(c) at the option of Insurance Company, the Trust, CRMC or the Series upon ten calendar days' prior written notice to the other parties if a final non-appealable administrative or judicial decision is entered against another party which has a material impact on the Contracts;

(d) at the option of Insurance Company or the Trust, immediately upon written notice, if shares of the Series are not reasonably available for investment by the Portfolios;

(e) at the option of Insurance Company or the Trust, immediately upon written notice, if the Series or a Master Fund fails to meet the requirements for either diversification under Section 817 or RIC status under the Code, or if the Board of the Series terminates the 12b-1 plan;

1. at the option of Insurance Company, the Trust, CRMC or the Series in the event the Series' shares are not registered, issued or sold in accordance with applicable state and/or federal law or such law precludes the use of such shares as an underlying investment for the Contracts issued or to be issued by Insurance Company (in such event prompt notice shall be given by Insurance Company, the Trust, CRMC or the Series to the other parties);

at Insurance Company's option by written notice to the Series and/or CRMC if Insurance Company shall determine in its sole judgment exercised in good faith, that either the Series or CRMC has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity; or

with respect to each Insurance Company, at the option of the Series or CRMC by written notice to Insurance Company if the Series or CRMC shall determine in its sole judgment exercised in good faith, that Insurance Company has suffered a material adverse change in its business, operations, financial condition or prospects since the date of this Agreement or is the subject of material adverse publicity.

The effective date for termination pursuant to any notice given under this Paragraph shall be calculated beginning with the date of receipt of such notice.

21. All notices, consents, waivers, and other communications under this Agreement must be in writing, and will be deemed to have been duly received: (a) when delivered by hand (with written confirmation of receipt); (b) when sent by facsimile (with written confirmation of receipt), provided that a copy is mailed by registered mail, return receipt requested; or (c) the day after it is sent by a nationally recognized overnight delivery service, in each case to the appropriate addresses and facsimile numbers set forth below (or to such other addresses and facsimile numbers as a party may designate by notice to the other parties):

If to Insurance Company:

ING USA Annuity and Life Insurance Company

ReliaStar Life Insurance Company of New York

U.S. Legal Services

1475 Dunwoody Drive

West Chester, PA 19380

Attention: Linda E. Senker, Counsel

Facsimile No.: 610-425-3520

with a copy to:

ING Investment Funds

520 Madison Avenue

New York, NY 10022

Attention: Bebe Wilkinson, Head of Outside Funds

If the Trust:

ING Investors Trust

7337 East Doubletree Ranch Road

Scottsdale, AZ 85258-2034
Attn: Robert S. Naka

Senior Vice President

If to ING:

ING Investments, LLC

7337 East Doubletree Ranch Road

Scottsdale, AZ 85258-2034

Attn: Michael J. Roland
Chief Financial Officer

If to DSI:

Directed Services, Inc.

1475 Dunwoody Drive

West Chester, PA 19380

Attn: David L. Jacobson, Vice President

If to the Series:

American Funds Insurance Series

333 S. Hope Street, 55^th Floor

Los Angeles, California 90071

Attention: Michael J. Downer, Senior Vice President

Facsimile No.: (213) 486-9041

with a copy to:

Capital Research and Management Company

333 S. Hope Street, 55^th Floor

Los Angeles, California 90071

Attention: Kenneth R. Gorvetzian, Vice President and Senior Counsel, Fund Business Management Group

Facsimile No.: (213) 486-9041

If to CRMC:

Capital Research and Management Company

333 S. Hope Street, 55^th Floor

Los Angeles, CA 90071

Attention: Michael J. Downer, Senior Vice President and Legal Counsel,

Fund Business Management Group, and Secretary

Facsimile No.: (213) 486-9041

with a copy to:

Capital Research and Management Company

333 S. Hope Street, 55^th Floor

Los Angeles, California 90071

Attention: Kenneth R. Gorvetzian, Vice President and Senior Counsel,

Fund Business Management Group

Facsimile No.: (213) 486-9041

21. If this Agreement terminates, any provision of this Agreement necessary to the orderly windup of business under it will remain in effect as to that business, after termination.

22. If this Agreement terminates, the Series and CRMC, at Insurance Company's option, will continue to make additional shares of the Master Funds available to the Trust for all existing Contracts as of the effective date of termination (under the same terms and conditions as were in effect prior to termination of this Agreement with respect to existing Contract owners), unless the Series liquidates or applicable laws prohibit further sales. Insurance Company agrees not to redeem shares of the Trust unless: (a) the Agreement is terminated pursuant to Paragraph 20(e) or 20(f); (b) legitimately required to do so according to a Contract owner's request; (c) under an order from the Commission or pursuant to exemptive relief granted by the Commission or pursuant to a vote of Contract owners; or (d) as otherwise agreed to or permitted among the parties.

23. The obligations of the Series under this Agreement are not binding upon any of the Trustees, officers, employees or shareholders (except CRMC if it is a shareholder) of the Series individually, but bind only the Series' assets. When seeking satisfaction for any liability of the Series in respect of this Agreement, Insurance Company, on behalf of itself and the Accounts, agrees not to seek recourse against said Trustees, officers, employees or shareholders, or any of them, or any of their personal assets for such satisfaction. Insurance Company agrees that the obligations of each Master Fund hereunder shall be several and not joint, in accordance with its proportionate interest hereunder, and Insurance Company agrees not to proceed against any Master Fund for the obligations of another Master Fund. Notwithstanding the foregoing, if Insurance Company seeks satisfaction for any liability of the Series in respect of this Agreement, Insurance Company (on behalf of itself or any Account) may seek rec ourse against CRMC.

23b. The obligations of the Trust under this Agreement are not binding upon any of the

Trustees, officers, employees or shareholders (except Insurance Company if it is a shareholder), of the Trust individually, but bind only the Trust's assets. When seeking satisfaction for any liability of the Trust in respect of this Agreement, Insurance Company, the Series and CRMC agree not to seek recourse against said Trustees, officers, employees or shareholders, or any of them, or any of their personal assets for such satisfaction. Insurance Company, the Series and CRMC also agree that the obligations of each Portfolio hereunder shall be several and not joint, in accordance with its proportionate interest hereunder, and the Series and CRMC agree not to proceed against any Portfolio for the obligations of another Portfolio.

24. This Agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts.

25. This Agreement and the parties' rights, duties and obligations under this Agreement are not transferable or assignable by any of them without the express, prior written consent of the other parties hereto. Any attempt by a party to transfer or assign this Agreement or any of its rights, duties or obligations under this Agreement without such consent is void; provided, however, that a merger of, reinsurance arrangement by, or change of control of a party shall not be deemed to be an assignment for purposes of this Agreement.

26. The following Paragraphs shall survive any termination of this Agreement: 4, 17-17(b), 21-26.

27. This Agreement and any amendment to it may be executed in one or more counterparts. All of those counterparts shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and attested as of the date first above written.

ING USA ANNUITY AND LIFE INSURANCE COMPANY (on behalf of itself and each Account)

Attest:	\s\ David L. Jacobson
	David L. Jacobson
\s\ Bonnie L. Wood	Vice President

RELIASTAR LIFE INSURANCE COMPANY

OF NEW YORK (on behalf of itself and each Account)

Attest:	\s\ David L. Jacobson
	David L. Jacobson
\s\ Bonnie L. Wood	Vice President

AMERICAN FUNDS INSURANCE SERIES

Attest:		\s\ Chad L. Norton
	By:	Chad L. Norton
\s\ Michael Downer	Its:	Secretary

CAPITAL RESEARCH AND MANAGEMENT COMPANY

Attest:		\s\ Michael J. Downer
	By:	Michael J. Downer
\s\ Dana J. Griffith	Its:	Vice President and Secretary

ING INVESTORS TRUST

Attest:	\s\ Robert S. Naka
	Robert S. Naka
\s\ Alyssa Fleischman	Senior Vice President

ING INVESTMENTS, LLC

Attest:	\s\ Michael J. Roland
	Michael J. Roland
\s\ Alyssa Fleischman	Chief Financial Officer

DIRECTED SERVICES, INC.

Attest:	\s\ David L. Jacobson
	David L. Jacobson
\s\ Bonnie L. Wood	Vice President

Appendix A - Contracts

Company	Contracts
ING USA Annuity and Life Insurance Company:	GoldenSelect Access® GoldenSelect Access One GoldenSelect DVA Plus® GoldenSelect DVA GoldenSelect ES II® GoldenSelect Generations, GoldenSelect Landmark GoldenSelect Opportunities GoldenSelect Premium Plus® SmartDesign Advantage SmartDesign Signature SmartDesign Variable Annuity
ReliaStar Life Insurance Company of New York	GoldenSelect DVA Plus-NY SmartDesign Variable Annuity - NY

Appendix B - Separate Accounts

Company	Separate Account
ING USA Annuity and Life Insurance Company:	Separate Account B
ReliaStar Life Insurance Company of New York:	ReliaStar Life Insurance Company of New York Separate Account NY-B

Appendix C

PORTFOLIOS AND CORRESPONDING MASTER FUNDS

ING Investors Trust Portfolios: ING American Funds Growth Portfolio ING American Funds Growth-Income Portfolio ING American Funds International Portfolio

American Funds Insurance Series Master Funds: Growth Fund (Class 2 Shares) Growth-Income Fund (Class 2 Shares) International Fund (Class 2 Shares)

Appendix D

Procedures for Pricing and Order/Settlement Through National Securities Clearing Corporation's Mutual Fund Profile System and Mutual Fund Settlement, Entry and Registration Verification System.

1. Subject to the provisions of Paragraph 4 of the Participation Agreement, the parties hereby agree to provide pricing information, execute orders and wire payments for purchases and redemptions of Master Fund shares through National Securities Clearing Corporation ("NSCC") and its subsidiary systems, when it becomes feasible for the Series to do so, as follows:

1. The Series will furnish to the Trust or its designated affiliate through NSCC's Mutual Fund Profile System ("MFPS") (1) the most current net asset value information for each Master Fund, (2) a schedule of anticipated dividend and distribution payment dates for each Master Fund, which is subject to change without prior notice, ordinary income and capital gain dividend rates on the Master Fund's ex-date, and (3) in the case of fixed income funds that declare daily dividends, the daily accrual or the interest rate factor. All such information shall be furnished to the Trust or its designated affiliate by 6:30 p.m. Eastern Time on each Business Day or at such other time as that information becomes available. Changes in pricing information will be communicated to NSCC and the Trust

Upon receipt of Master Fund purchase, exchange and redemption instructions for acceptance as of the time at which a Master Fund's net asset value is calculated as specified in the Series' Prospectus ("Close of Trading") on each Business Day ("Instructions"), and upon its determination that there are good funds with respect to Instructions involving the purchase of Master Fund shares, the Trust or its designated affiliate will calculate the net purchase or redemption order for each Master Fund. Orders for net purchases or net redemptions derived from Instructions received by the Trust or its designated affiliate prior to the Close of Trading on any given Business Day will be sent to the Defined Contribution Interface of NSCC's Mutual Fund Settlement, Entry and Registration Verification System ("Fund/SERV") by 5:00 a.m. Eastern Time on the next Business Day. Subject to the Trust's or its designated affiliate's compliance with the foregoing, the Trust or its designated affiliate will be consider ed the agent of the Series, and the Business Day on which Instructions are received by the Trust or its affiliate in proper form prior to the Close of Trading will be the date as of which shares of the Master Funds are deemed purchased, exchanged or redeemed pursuant to such Instructions. Instructions received in proper form by the Trust or its designated affiliate after the Close of Trading on any given Business Day will be treated as if received on the next following Business Day. Dividends and capital gains distributions will be automatically reinvested at net asset value in accordance with the Series' then current Prospectuses.

The Trust or its designated affiliate will wire payment for net purchase orders by the Master Fund's NSCC Firm Number, in immediately available funds, to an NSCC settling bank account designated by the Trust or its designated affiliate no later than 5:00 p.m. Eastern time on the same Business Day such purchase orders are communicated to NSCC. For purchases of shares of daily dividend accrual funds, those shares will not begin to accrue dividends until the day the payment for those shares is received.

NSCC will wire payment for net redemption orders by Master Fund, in immediately available funds, to an NSCC settling bank account designated by Insurance Company or its designated affiliate, by 5:00 p.m. Eastern Time on the Business Day such redemption orders are communicated to NSCC, except as provided in the Series' then current Prospectus and statement of additional information.

If the Series does not send a confirmation of the Trust's or its designated affiliate's purchase or redemption order to NSCC by the applicable deadline to be included in that Business Day's payment cycle, payment for such purchases or redemptions will be made the following Business Day.

If on any day the Trust or its designated affiliate, or the Series is unable to meet the NSCC deadline for the transmission of purchase or redemption orders, it may at its option transmit such orders and make such payments for purchases and redemptions directly to the Series or the Trust or its designated affiliate, as applicable, as is otherwise provided in the Agreement.

These procedures are subject to any additional terms in the Series' Prospectus and the requirements of applicable law. The Series reserves the right, at its discretion and without notice, and subject to the terms and conditions of this Agreement to suspend the sale of shares or withdraw the sale of shares of any Master Fund.

2. The Trust or its affiliate, the Series and clearing agents (if applicable) are each required to have entered into membership agreements with NSCC and met all requirements to participate in the MFPS and Fund/SERV systems before these procedures may be utilized. Each party will be bound by the terms of their membership agreement with NSCC and will perform any and all duties, functions, procedures and responsibilities assigned to it and as otherwise established by NSCC applicable to the MFPS and Fund/SERV system and the Networking Matrix Level utilized.

3. Except as modified hereby, all other terms and conditions of the Agreement shall remain in full force and effect. Unless otherwise indicated herein, the terms defined in the Agreement shall have the same meaning as in this Appendix.

EX-9

EX 99-B.9

ING LOGO AMERICAS US Legal Services Michael A. Pignatella Counsel (860) 723-2239 Fax: (860) 723-2216 Michael.Pignatella@us.ing.com August 1, 2005 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Attention: Filing Desk
Re:	ING USA Annuity and Life Insurance Company and its Separate Account B Post-Effective Amendment No. 8 to Registration Statement on Form N-4 Prospectus Title: Retirement Solutions - ING Rollover ChoiceSM Variable Annuity File Nos.: 333-70600 and 811-05626
Ladies and Gentlemen: The undersigned serves as counsel to ING USA Annuity and Life Insurance Company, an Iowa life insurance company (the "Company"). It is my understanding that the Company, as depositor, has registered an indefinite amount of securities (the "Securities") under the Securities Act of 1933 (the "Securities Act") as provided in Rule 24f-2 under the Investment Company Act of 1940 (the "Investment Company Act"). In connection with this opinion, I have reviewed the N-4 Registration Statement, as amended to the date hereof, and this Post-Effective Amendment No. 8. I have also examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, trust records and other instruments I have deemed necessary or appropriate for the purpose of rendering this opinion. For purposes of such examination, I have assumed the genuineness of all signatures on original documents and the conformity to the original of all copies.

Hartford Site
151 Farmington Avenue, TS31
Hartford, CT 06156-8975 ING North America Insurance Corporation

I am admitted to practice law in Connecticut, and do not purport to be an expert on the laws of any other state. My opinion herein as to any other law is based upon a limited inquiry thereof which I have deemed appropriate under the circumstances.

Based upon the foregoing, and, assuming the Securities are sold in accordance with the provisions of the prospectus, I am of the opinion that the Securities being registered will be legally issued and will represent binding obligations of the Company.

I consent to the filing of this opinion as an exhibit to the Registration Statement.

Sincerely,

/s/ Michael A. Pignatella

Michael A. Pignatella

EX-10

EX-99.(B10) - Consent of Ernst and Young LLP, Independent Registered Public Accounting Firm

We consent to the reference to our firm under the captions "Experts" and "Independent Registered Public Accounting Firm" and to the use of our report dated March 18, 2005 with respect to the consolidated financial statements of ING USA Annuity and Life Insurance Company as of December 31, 2004 and 2003 and for each of the three years in the period ended December 31, 2004, and to the use of our report dated March 15, 2005 with respect to the statement of assets and liabilities of Separate Account B of ING USA Annuity and Life Insurance Company as of December 31, 2004, and the related statement of operations for the year then ended, and the statements of changes in net assets for each of the two years in the period then ended, incorporated by reference into Post-Effective Amendment No. 8 (Form N-4 333-70600), and the related Prospectus and Statement of Additional Information of Separate Account B of ING USA Annuity and Life Insurance Company.

Our audits (to which the date of our report is March 18, 2005) also included the financial statement schedules of ING USA Annuity and Life Insurance Company included in item 24(a)(2). These schedules are the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, the financial statement schedules referred to above, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein.

/s/ Ernst & Young LLP

Atlanta, Georgia

July 27, 2005