485BPOS

As filed with the Securities and Exchange Commission on December 23, 2005	Registration No. 333-70600 Registration No. 811-5626
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-4 POST-EFFECTIVE AMENDMENT NO. 11 TO REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 and AMENDMENT TO THE REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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

Michael A. Pignatella, Esq.	James Shuchart, Esq.
ING	ING
151 Farmington Avenue	1475 Dunwoody Drive
Hartford, CT 06156	West Chester, PA 19380-1478
(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 December 27, 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 dated April 29, 2005, as supplemented, is incorporated into Part A of this Post-Effective Amendment No. 11 by reference to the Registrant's filing under Rule 497(c) as filed on May 9, 2005, and by Registrant's filings under Rules 485(b) and 497(e) as filed on August 1, August 4, August 19, September 28, September 29, and October 11, 2005, respectively,
(File No. 333-70600).

A supplement dated December 27, 2005 to the Prospectus is included in Part A of this Post-Effective Amendment No. 11.

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 December 27, 2005 to the

Contract Prospectus and Statement of Additional Information dated April 29, 2005,

as amended

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), as amended.

Effective December 31, 2005, or upon state approval, whichever is later, the optional ING LifePay Minimum Guaranteed Withdrawal Benefit (“ING LifePay”) rider may be available under your Contract. The ING LifePay rider is an optional benefit available for an extra charge, as described below.

The following is added to the second chart under the “Index of Special Terms” on page ii of the Contract Prospectus:

Term Used in This Prospectus	Corresponding Term Used in the Contract
ING LifePay Base	MGWB Base

The following section replaces the “Optional Rider Charge” subsection of the “Separate Account Annual Charges” subsection of the “Fees and Expenses” section of the Contract Prospectus (as supplemented on August 15, 2005) to provide fee information regarding the ING LifePay rider.

Optional Rider Charges⁶

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

ING LifePay Minimum Guaranteed Withdrawal Benefit Rider:

As an Annual Charge	As a Quarterly Charge	Maximum Annual Charge if Reset Option Elected8
0.40% of Contract value	0.10% of Contract value	1.20% of Contract value

6	We deduct optional rider charges from the subaccounts in which you are invested on each quarterly Contract anniversary, in arrears, 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 the Contract prospectus supplement dated August 15, 2005.
8	If you elect the Reset Option on or after the fifth rider anniversary, we reserve the right to increase the charge for the ING LifePay rider to a maximum annual charge of 1.20% of Contract value. Please see “ING LifePay Minimum Guarantee Withdrawal Benefit – ING LifePay Reset Option.”

Form X.70600-05C Page 1 of 13 December 2005

The following section is added to the “Separate Account Annual Charges” subsection of the “Fees and Expenses” section of the Contract Prospectus:

Table of Separate Account Charges

This table shows the total charges that you could pay if you elect the ING LifePay Withdrawal Benefit based on current charges (for contracts issued on or after August 7, 2003):

	Option Package I	Option Package II	Option Package III
Mortality & Expense Risk Charge	0.85%	1.05%	1.20%
Asset-Based Administrative Charge	0.15%	0.15%	0.15%
ING LifePay Minimum Guaranteed Withdrawal Benefit Rider	0.40%	0.40%	0.40%
Total	1.40%	1.60%	1.75%

This table shows the total charges that you could pay if you elect the Minimum Guaranteed Income Benefit rider based on current charges (for contracts issued on or after August 7, 2003):

	Option Package I	Option Package II	Option Package III
Mortality & Expense Risk Charge	0.85%	1.05%	1.20%
Asset-Based Administrative Charge	0.15%	0.15%	0.15%
ING Minimum Guaranteed Income Benefit Rider	0.60%	0.60%	0.60%
GET Fund Guarantee Charge5	0.50%	0.50%	0.50%
Total	2.10%	2.30%	2.45%

The following section is added to the “Fees and Expenses” section 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 the election of the ING LifePay rider, and reflects an ING LifePay rider charge of 0.40% for the first five years and the maximum ING LifePay rider charge of 1.20% for years six through ten. 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.

Form X.70600-05C Page 2 of 13 December 2005

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
	$883	$1,406	$1,952	$4,097
2) If you annuitize at the end of the applicable time period:
	1 year	3 years	5 years	10 years
	$883	$1,406	$1,952	$4,097
3) If you do not surrender your Contract:
	1 year	3 years	5 years	10 years
	$344	$1,048	$1,774	$4,097

Compensation is paid for the sale of the Contracts. For information about this compensation, see "Selling the Contract" in the Contract Prospectus.

The following section is added to the “Charges Deducted from the Subaccounts” subsection of the “Charges and Fees” section of the Contract Prospectus to reflect charges for the ING LifePay rider.

ING LifePay Minimum Guaranteed Withdrawal Benefit (ING LifePay). The annual charge for the ING LifePay rider is 0.40% (0.10% quarterly) of the Contract value. The charge is deducted from the Contract value in the subaccounts on each quarterly Contract anniversary date, in arrears. If the rider is added after contract issue, the charges will still be assessed on quarterly Contract anniversaries, but the first charge will be assessed pro-rata based upon when the rider is added during the Contract quarter. We will deduct charges during the period starting on the rider date and up to the date your rider enters Lifetime Automatic Periodic Benefit Status. Lifetime Automatic Periodic Benefit Status will occur if your Contract value is reduced to zero and other conditions are met. Please see “ING LifePay Minimum Guaranteed Withdrawal Benefit Rider – Lifetime Automatic Periodic Benefit Status,” below. If you surrender or annuitize your Contract, we will deduct a pro-rata portion of the charge for the current quarter based on the current quarterly charge rate immediately prior to the surrender or annuitization.

The following section is added to the Contract Prospectus.

Optional ING LifePay Minimum Guaranteed Withdrawal Benefit Rider

Effective December 31, 2005, and subject to state availability, you may elect to purchase the optional ING LifePay Minimum Guaranteed Withdrawal Benefit (“ING LifePay”) rider. You may add only one optional benefit rider to your Contract, and therefore cannot purchase both the ING LifePay rider and the Minimum Guaranteed Income Benefit rider. Each rider has a separate charge.

Once elected, the ING LifePay rider generally may not be cancelled. You may not remove the ING LifePay rider and charges will be assessed regardless of the performance of your Contract.

Please see “Optional Rider Charges” above for information on ING LifePay rider charges. Each payment you receive under the ING LifePay rider will be taxed as a withdrawal and may be subject to a penalty tax. See “Withdrawals” and “Federal Tax Considerations” below and in the Contract Prospectus for more information.

The ING LifePay rider may be elected with your application or on any Contract anniversary. We reserve the right to offer other election periods to existing Contract owners at our discretion. We may also discontinue offering the ING LifePay rider at our discretion.

Form X.70600-05C Page 3 of 13 December 2005

The ING LifePay rider may not be appropriate for all investors. You should analyze the rider thoroughly and understand it completely before you select it. The ING LifePay rider does not guarantee any return of principal or premium payments and does not guarantee performance for any specific investment portfolio under the Contract. The ING LifePay rider may also affect the death benefit amount under the Contract. You should consult a qualified financial adviser in evaluating the ING LifePay rider.

The ING LifePay 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.

The following describes the optional ING LifePay rider. Please retain this supplement with your Contract Prospectus so that you will have it for future reference.

ING LifePay Minimum Guaranteed Withdrawal Benefit (“ING LifePay”) Rider. The ING LifePay rider is an optional benefit which guarantees that if your Contract value is reduced to zero by a withdrawal equal to or less than the Maximum Annual Withdrawal, we will pay an amount equal to the Maximum Annual Withdrawal annually until the death of the annuitant.

Purchase. In order to elect the ING LifePay rider, the annuitant must be the owner or one of the owners, unless the owner is a non-natural owner. Joint annuitants are not allowed. The minimum issue age is 50 and the maximum issue age is 80. The issue age is the age of the owner (or the annuitant if there are joint owners or the owner is non-natural) on the Contract anniversary on which the rider is effective. Some broker dealers may limit the availability of the rider to younger ages. The ING LifePay rider will not be issued if the initial allocation to investment options is not in accordance with the investment option restrictions described in “Investment Option Restrictions,” below. The Company in its discretion may allow the rider to be elected during the 30-day period preceding a Contract anniversary. Such election must be received in good order, including compliance with the investment restrictions described below. The rider will be effective as of that Contract anniversary.

Rider Date. The rider date is the date the ING LifePay rider becomes effective. If you purchase the ING LifePay rider when the Contract is issued, the rider date is also the Contract date.

No Cancellation. Once you purchase the ING LifePay rider, you many 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 ING LifePay rider. The Company may, at its discretion, cancel and/or replace the ING LifePay rider at your request in order to renew or reset the rider.

Termination. The ING LifePay rider is a “living benefit” which means the guaranteed benefits offered are intended to be available to you while you are living and while your Contract is in the accumulation phase. The optional rider automatically terminates if you:

1) annuitize, surrender or otherwise terminate your Contract during the accumulation phase; or

2) die during the accumulation phase (first owner to die if there are multiple Contract owners, or death of annuitant if Contract owner is not a natural person), unless your spouse beneficiary elects to continue the Contract.

The ING LifePay rider will also terminate if there is a change in Contract ownership (other than a spousal beneficiary continuation on your death). Other circumstances that may cause the ING LifePay rider to terminate automatically are discussed below.

Form X.70600-05C Page 4 of 13 December 2005

Lifetime Guaranteed Withdrawal Status. This status begins on the date the rider is issued (the “effective date of the rider”) and continues until the earliest of:

1) the annuity commencement date;

2) reduction of the Contract value to zero by a withdrawal in excess of the Maximum Annual Withdrawal (see “Lifetime Automatic Periodic Benefit Status” below);

3) reduction of the Contract value to zero by a withdrawal less than or equal to the Maximum Annual Withdrawal;

4) the surrender or annuitization of the Contract; or

5) the death of the owner, or first owner, in the case of joint owners, unless your spouse beneficiary elects to continue the Contract.

As described below, certain features of the ING LifePay rider may differ depending upon whether you are in Lifetime Guaranteed Withdrawal Status.

How the ING LifePay Rider Works. The ING LifePay Withdrawal Benefit rider has two phases. The first phase, called the Growth Phase, begins on the effective date of the rider and ends as of the business day before the first withdrawal is taken (or when the annuity commencement date is reached). The second phase is called the Withdrawal Phase. This phase begins as of the date of the first withdrawal or the annuity commencement date, whichever occurs first.

Benefits paid under the ING LifePay rider require the calculation of the Maximum Annual Withdrawal. The ING LifePay Base (referred to as the “MGWB Base” in the Contract) is used to determine the Maximum Annual Withdrawal as follows.

1) If you purchased the ING LifePay rider on the Contract date, the initial ING LifePay Base is equal to the initial premium.

2) If you purchased the ING LifePay rider after the Contract date, the initial ING LifePay Base is equal to the Contract value on the effective date of the rider.

The initial ING LifePay Base is increased dollar-for-dollar by any premiums received during the Growth Phase (“eligible premiums”). The ING LifePay Base is also increased to equal the Contract value if the Contract value is greater then the current ING LifePay Base, on each Contract quarterly anniversary after the effective date of the rider and during the Growth Phase. The ING LifePay Base has no additional impact on the calculation of annuity payments or withdrawal benefits.

Currently, any additional premiums paid during the Withdrawal Phase are not eligible premiums for purposes of determining the ING LifePay Base or the Maximum Annual Withdrawal; however, we reserve the right to treat such premiums as eligible premiums at our discretion, in a nondiscriminatory manner. Premiums received during the Withdrawal Phase do increase the Contract value used to determine the reset Maximum Annual Withdrawal if you choose to reset the ING LifePay rider (see “ING LifePay Reset Option,” below). We reserve the right to discontinue allowing premium payments during the Withdrawal Phase.

Determination of the Maximum Annual Withdrawal. The Maximum Annual Withdrawal is determined on the date the Withdrawal Phase begins. It equals 5% of the greater of 1) the Contract value and 2) the ING LifePay Base as of the last day of the Growth Phase. The first withdrawal after the effective date of the rider (which causes the end of the Growth Phase) is treated as occurring on the first day of the Withdrawal Phase, after calculation of the Maximum Annual Withdrawal.

If the rider is in Lifetime Guaranteed Withdrawal Status, and the annuity commencement date is reached, the rider will enter the Withdrawal Phase and will be annuitized. If a lifetime only annuitization option is elected, we will pay the greater of the annuity payout under the Contract and annual payments equal to the Maximum Annual Withdrawal.

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Form X.70600-05C Page 5 of 13 December 2005

If withdrawals in any Contract year exceed the Maximum Annual Withdrawal, the Maximum Annual Withdrawal will be reduced on a pro-rata basis. This means that the Maximum Annual Withdrawal will be reduced by the same proportion as the withdrawal in excess of the Maximum Annual Withdrawal (the “excess withdrawal”) is of the Contract value determined:

1) before the withdrawal, for the excess withdrawal; and

2) after the withdrawal, for the amount withdrawn up to the Maximum Annual Withdrawal (without regard to the excess withdrawal).

When a withdrawal is made, the total withdrawals taken in a Contract year are compared with the current Maximum Annual Withdrawal. To the extent that the withdrawal taken causes the total withdrawals in that year to exceed the current Maximum Annual Withdrawal, that withdrawal is considered excess. For purposes of determining whether the Maximum Annual Withdrawal has been exceeded, any applicable Market Value Adjustment or surrender charges will not be applied to the withdrawal. However, for purposes of determining the Maximum Annual Withdrawal reduction after an excess withdrawal, any surrender charges and/or Market Value Adjustment are considered to be part of the withdrawal. See Appendix A, Illustration 1 and 2 for examples of this concept.

Required Minimum Distributions. Withdrawals taken from the Contract to satisfy the Required Minimum Distribution rules of the Internal Revenue Code of 1986, as amended, that exceed the Maximum Annual Withdrawal for a specific Contract year, will not be deemed excess withdrawals in that Contract year, subject to the following rules:

1. If your Required Minimum Distribution for a calendar year (determined on a date on or before January 31 of that year), applicable to this Contract, is greater than the Maximum Annual Withdrawal on that date, an Additional Withdrawal Amount will be set equal to that portion of the Required Minimum Distribution that exceeds the Maximum Annual Withdrawal.

2. You may withdraw the Additional Withdrawal Amount from this Contract without it being deemed an excess withdrawal.

3. Any withdrawals taken in a Contract year will count first against the Maximum Annual Withdrawal for that Contract year.

4. Once the Maximum Annual Withdrawal for the then current Contract year has been taken, additional amounts withdrawn in excess of the Maximum Annual Withdrawal, other than Required Minimum Distributions will count against and reduce any Additional Withdrawal Amount.

5. Withdrawals that exceed the Additional Withdrawal Amount are excess withdrawals and will reduce the Maximum Annual Withdrawal on a pro-rata basis, as described above.

6. The Additional Withdrawal Amount is reset to zero at the end of each calendar year, and remains at zero until it is reset on January 31 of the following calendar year.

7. If the Contract is still in the Growth Phase on January 31, but enters the Withdrawal Phase later during that calendar year, the Additional Withdrawal Amount will be set equal to the excess, if any, of the Required Minimum Distribution for that year over the Maximum Annual Withdrawal on the date the Maximum Annual Withdrawal is established.

See Appendix A, Illustration 3.

Investment Advisory Fees. Withdrawals taken pursuant to a program established by the owner for the payment of investment advisory fees to a named third party investment adviser for advice on management of the Contract’s values will not cause the Withdrawal Phase to begin. During the Growth Phase, such withdrawals reduce the ING LifePay Base on a pro-rata basis, and during the Withdrawal Phase, these withdrawals are treated as any other withdrawal.

Lifetime Automatic Periodic Benefit Status. If the Contract value is reduced to zero by a withdrawal in excess of the Maximum Annual Withdrawal, the Contract and the rider will terminate due to the pro-rata reduction described in “Determination of the Maximum Annual Withdrawal,” above.

Form X.70600-05C Page 6 of 13 December 2005

If the Contract value is reduced to zero for a reason other than a withdrawal in excess of the Maximum Annual Withdrawal while the rider is in Lifetime Guaranteed Withdrawal Status, the rider will enter Lifetime Automatic Periodic Benefit Status and you are entitled to receive periodic payments in an annual amount equal to the Maximum Annual Withdrawal.

When the rider enters Lifetime Automatic Periodic Benefit Status:

1) the Contract will provide no further benefits other than as provided under the ING LifePay rider;

2) no further premium payments will be accepted; and

3) any other riders attached to the Contract will terminate, unless otherwise specified in that rider.

During Lifetime Automatic Periodic Benefit Status, we will pay you periodic payments equal to the Maximum Annual Withdrawal. These payments will cease upon the death of the annuitant at which time both the rider and the Contract will terminate. The rider will remain in Lifetime Automatic Periodic Benefit Status until it terminates without value upon the annuitant’s death.

The periodic payments will begin on the last day of the first full Contract year following the date the rider enters Lifetime Automatic Periodic Benefit Status and will continue to be paid annually thereafter. If, at the time the rider enters Lifetime Automatic Periodic Benefit Status, you are receiving systematic withdrawals under the Contract more frequently than annually, the periodic payments will be made at the same frequency in equal amounts such that the sum of the payments in each Contract year will equal the annual Maximum Annual Withdrawal. Such payments will be made on the same payment dates as previously set up, if the payments were being made monthly or quarterly. If the payments were being made semi-annually or annually, the payments will be made at the end of the half-Contract year or Contract year, as applicable.

ING LifePay Reset Option. Beginning one year after the Withdrawal Phase begins, you may choose to reset the Maximum Annual Withdrawal, if 5% of the Contract value would be greater than your current Maximum Annual Withdrawal. You must elect to reset by a request in a form satisfactory to us. On the date the request is received (the “Reset Effective Date”), the Maximum Annual Withdrawal will increase to be equal to 5% of the Contract value on the Reset Effective Date. The reset option is only available when the rider is in Lifetime Guaranteed Withdrawal Status.

After exercising the reset option, you must wait one year before electing to reset again. We will not accept a request to reset if the new Maximum Annual Withdrawal on the date the request is received would be less than your current Maximum Annual Withdrawal.

If the reset option is exercised, the charge for the ING LifePay rider will be equal to the charge then in effect for a newly purchased rider but will not exceed the maximum annual charge of 1.20%. However, we guarantee that the rider charge will not increase for resets exercised within the first five contract years. See Appendix A, Illustration 4.

Investment Option Restrictions. While the ING LifePay rider is in effect, there are limits on the portfolios to which your Contract value may be allocated. Contract value allocated to portfolios other than Accepted Funds will be rebalanced so as to maintain at least 20% of such Contract value in the Fixed Allocation Fund. See “Fixed Allocation Fund Automatic Rebalancing” below.

Please be advised that the ING GET U.S. Core Portfolio is not available as an investment option if you have chosen the ING LifePay rider.

Form X.70600-05C Page 7 of 13 December 2005

Accepted Funds. Currently the Accepted Funds are the ING Solution 2015 Portfolio, ING Solution 2025 Portfolio, ING Solution 2035 Portfolio, ING Solution Income Portfolio, ING Liquid Assets Portfolio, Fixed Account II, and the Fixed Interest Division. We may change these designations at any time upon 30 days notice to you. If a change is made, the change will apply to Contract value allocated to such portfolios after the date of the change.

Fixed Allocation Fund. The ING VP Intermediate Bond Portfolio is designated as the Fixed Allocation Fund.

If the rider is not continued under the spousal continuation right when available, the Fixed Allocation Fund will be reclassified as a Special Fund as of the Contract continuation date if it would otherwise be designated as a Special Fund for purposes of the Contract’s death benefits.

For purposes of calculating any applicable death benefit guaranteed under the Contract, any allocation of Contract value to the Fixed Allocation Fund will be considered a Covered Fund allocation while the rider is in effect.

Other Funds. All portfolios available under the Contract other than Accepted Funds and the Fixed Allocation Fund are considered Other Funds.

Fixed Allocation Fund Automatic Rebalancing. If the Contract value in the Fixed Allocation Fund is less than 20% of the total Contract value allocated to the Fixed Allocation Fund and Other Funds on any ING LifePay Rebalancing Date, we will automatically rebalance the Contract value allocated to the Fixed Allocation Fund and Other Funds so that 20% of this amount is allocated to the Fixed Allocation Fund. Accepted Funds are excluded from Fixed Allocation Fund Automatic Rebalancing. Any rebalancing is done on a pro-rata basis among the Other Funds and will be the last transaction processed on that date. The ING LifePay Rebalancing Dates occur on each Contract anniversary and after the following transactions:

1. receipt of additional premiums;

2. transfer or reallocation among the Fixed Allocation Fund or Other Funds, whether automatic or specifically directed by you;

3. withdrawals from the Fixed Allocation Fund or Other Funds.

Fixed Allocation Fund Automatic Rebalancing is separate from any other automatic rebalancing under the Contract. However, if the other automatic rebalancing under the Contract causes the allocations to be out of compliance with the investment option restrictions noted above, Fixed Allocation Fund Automatic Rebalancing will occur immediately after the automatic rebalancing to restore the required allocations. See “Appendix B – Examples of Fixed Allocation Fund Automatic Rebalancing.”

In certain circumstances, Fixed Allocation Fund Automatic Rebalancing may result in a reallocation into the Fixed Allocation Fund even if you have not previously been invested in it. See “Appendix B – Examples of Fixed Allocation Fund Automatic Rebalancing, Example I.” By electing to purchase the ING LifePay rider, you are providing the Company with direction and authorization to process these transactions, including reallocations into the Fixed Allocation Fund. You should not purchase the ING LifePay rider if you do not wish to have your Contract value reallocated in this manner.

Form X.70600-05C Page 8 of 13 December 2005

Death of Owner or Annuitant. The ING LifePay rider and charges terminate on the earlier of:

1) if the rider is in Lifetime Guaranteed Withdrawal status, the date of receipt of due proof of death (“claim date”) of the owner (or in the case of joint owners, the first owner) or the annuitant if there is a non-natural owner; or

2) the date the rider enters Lifetime Automatic Periodic Benefit status.

Under 1) above, the rider terminates on the death of the first owner, even if the owner is not the annuitant. Thus, you should not purchase this rider with multiple owners, unless the owners are spouses. Under 2) above, we will continue to pay the periodic payments that the owner was receiving under the ING LifePay rider to the annuitant. No other death benefit is payable in this situation.

Continuation After Death — Spouse. If the surviving spouse of the deceased owner continues the Contract (see “Death Benefit Choices- Continuation After Death- Spouse,” in your Contract Prospectus), the rider will also continue, provided the following conditions are met:

1) The spouse is at least 50 years old on the date the Contract is continued; and

2) The spouse becomes the annuitant and sole owner.

If the rider is in the Growth Phase at the time of spousal continuation:

1) The rider will continue in the Growth Phase;

2) On the date the rider is continued, the ING LifePay Base will be reset to equal the then current Contract value; and

3) The ING LifePay charges will restart and be the same as were in effect prior to the claim date.

If the rider is in the Withdrawal Phase at the time of spousal continuation:

1) The rider will continue in the Withdrawal Phase.

2) On the Contract anniversary following the date the rider is continued,

a. If the surviving spouse was not the annuitant before the owner’s death, the Maximum Annual Withdrawal is recalculated by multiplying the Contract value on that Contract anniversary by 5%, and the Maximum Annual Withdrawal is considered to be zero from the claim date to that Contract anniversary. Withdrawals are permitted pursuant to the other provisions of the Contract. Withdrawals causing the Contract value to fall to zero will terminate the Contract and the rider.

b. If the surviving spouse was the annuitant before the owner’s death, the Maximum Annual Withdrawal is recalculated as the greater of the Maximum Annual Withdrawal on the claim date (adjusted for excess withdrawals thereafter) and the Maximum Annual Withdrawal resulting from multiplying the Contract value on that Contract anniversary by 5%. The Maximum Annual Withdrawal does not go to zero on the claim date and withdrawals may continue under the rider provisions.

3) The rider charges will restart on the Contract anniversary following the date the rider is continued and will be the same as were in effect prior to the claim date.

Form X.70600-05C Page 9 of 13 December 2005

Effect of ING LifePay Rider on Death Benefit. If you die before Lifetime Automatic Periodic Benefit Status begins under the ING LifePay rider, the death benefit is payable, but the rider terminates. However, if the beneficiary is the owner’s spouse, and the spouse elects to continue the Contract, the death benefit is not payable until the spouse’s death. See “Death of Owner or Annuitant” and “Continuation After Death — Spouse” above for further information.

If you die during the Lifetime Automatic Periodic Benefit Status, we will continue to pay the periodic payments that you were receiving under the ING LifePay rider to the annuitant. No other death benefit is payable. See “Death of Owner or Annuitant” above.

Change of Owner or Annuitant. Other than as provided above under “Continuation After Death- Spouse,” you may not change the annuitant. The rider and rider charges will terminate upon change of owner, including adding an additional owner, except for the following ownership changes:

1) spousal continuation as described above;

2) change of owner from one custodian to another custodian;

3) change of owner from a custodian for the benefit of an individual to the same individual;

4) change of owner from an individual to a custodian for the benefit of the same individual;

5) collateral assignments;

6) change in trust as owner where the individual owner and the grantor of the trust are the same individual;

7) change of owner from an individual to a trust where the individual owner and the grantor of the trust are the same individual; and

8) change of owner from a trust to an individual where the individual owner and the grantor of the trust are the same individual.

Surrender Charges. If you elect the ING LifePay rider, your withdrawals will be subject to surrender charges if they exceed the free withdrawal amount. However, once your Contract value is zero, the periodic payments under the ING LifePay rider are not subject to surrender charges.

Loans. The portion of any Contract value used to pay off an outstanding loan balance will reduce the ING LifePay Base or Maximum Annual Withdrawal as applicable. We do not recommend the ING LifePay rider if loans are contemplated.

Federal Tax Considerations. Amounts paid to you under the ING LifePay rider as a withdrawal from a non-qualified Contract will be treated as ordinary income subject to tax up to an amount equal to the excess (if any) of the Contract value (unreduced by the amount of any surrender charge) immediately before the distribution over the Contract owner’s investment in the Contract at that time. Investment in the Contract is generally equal to the amount of all contributions to the Contract, plus amounts previously included in your gross income as the result of certain loans, assignments or gifts, less the aggregate amount of non-taxable distributions previously made. The Contract value that applies for this purpose is unclear in some respects. For example, the living benefits provided under riders to the Contract, i.e., the ING LifePay and Minimum Guaranteed Income Benefit riders, as well as the Market Value Adjustment 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 benefits. As a result, you could have higher amounts of income than will be reported to you.

Form X.70600-05C Page 10 of 13 December 2005

APPENDIX A

ING LifePay Partial Withdrawal Amount Examples

The following are examples of adjustments to the Maximum Annual Withdrawal amount for withdrawals in excess of the Maximum Annual Withdrawal:

Illustration 1: Adjustment to the Maximum Annual Withdrawal amount for a withdrawal in excess of the Maximum Annual Withdrawal, including surrender and/or MVA charges.

Assume the Maximum Annual Withdrawal is $5,000.

The first withdrawal taken during the Contract year is $3,000 net, with $500 of surrender and/or MVA charges. The Maximum Annual Withdrawal is not exceeded.

The next withdrawal taken during the Contract year is $1,500 net, with $300 of surrender and/or MVA charges. The Maximum Annual Withdrawal is not exceeded because total net withdrawals, $4,500, do not exceed the Maximum Annual Withdrawal, $5,000.

The next withdrawal taken during the Contract year is $1,500 net, with $200 of surrender and/or MVA charges. Because total net withdrawals taken, $6,000, exceed the Maximum Annual Withdrawal, $5,000, then there is an adjustment to the Maximum Annual Withdrawal.

Total gross withdrawals during the Contract year are $7,000 ($3,000 + $500 + $1,500 + $300 + $1,500 + $200). The adjustment is the lesser of the amount by which the total gross withdrawals for the year exceed the Maximum Annual Withdrawal ($7,000 - $5,000 = $2,000), and the amount of the current gross withdrawal ($1,500 + $200 = $1,700).

If the Account Value before this withdrawal is $50,000, then the Maximum Annual Withdrawal is reduced by 3.40% ($1,700 / $50,000) to $4,830 ((1 - 3.40%) * $5,000)

Illustration 2: Adjustment to the Maximum Annual Withdrawal amount for a withdrawal in excess of the Maximum Annual Withdrawal.

Assume the Maximum Annual Withdrawal is $5,000.

The first withdrawal taken during the Contract year is $3,000 net, with $0 of surrender and/or MVA charges. The Maximum Annual Withdrawal is not exceeded.

The next withdrawal taken during the Contract year is $1,500 net, with $0 of surrender and/or MVA charges. The Maximum Annual Withdrawal is not exceeded because total net withdrawals, $4,500, do not exceed the Maximum Annual Withdrawal, $5,000.

The next withdrawal taken during the Contract year is $1,500 net, with $0 of surrender and/or MVA charges. Because total net withdrawals taken, $6,000, exceed the Maximum Annual Withdrawal, $5,000, there is an adjustment to the Maximum Annual Withdrawal.

Total gross withdrawals during the Contract year are $6,000 ($3,000 + $1,500 + $1,500). The adjustment is the lesser of the amount by which the total gross withdrawals for the year exceed the Maximum Annual Withdrawal, $1,000, and the amount of the current gross withdrawal, $1,500.

If the Account Value after the part of the gross withdrawal that was within the Maximum Annual Withdrawal, $500, is $49,500, then the Maximum Annual Withdrawal is reduced by 2.02% ($1,000 / $49,500) to $4,899 ((1 - 2.02%) * $5,000)

Form X.70600-05C Page 11 of 13 December 2005

Illustration 3: A withdrawal exceeds the Maximum Annual Withdrawal amount but does not exceed the Additional Withdrawal Amount.

Assume the Maximum Annual Withdrawal is $5,000. On January 31, the Required Minimum Distribution for the current calendar year applicable to this Contract is determined to be $6,000. The Additional Withdrawal Amount is set equal to the excess of this amount above the Maximum Annual Withdrawal, $1,000 ($6,000 - $5,000).

The first withdrawal taken during the Contract year is $3,000 net, with $0 of surrender and/or MVA charges. The Maximum Annual Withdrawal is not exceeded.

The next withdrawal taken during the Contract year is $1,500 net, with $0 of surrender and/or MVA charges. The Maximum Annual Withdrawal is not exceeded because total net withdrawals, $4,500, do not exceed the Maximum Annual Withdrawal, $5,000.

The next withdrawal taken during the Contract year is $1,500 net, with $0 of surrender and/or MVA charges. Total net withdrawals taken, $6,000, exceed the Maximum Annual Withdrawal, $5,000, however, the Maximum Annual Withdrawal is not adjusted until the Additional Withdrawal Amount is exhausted. The amount by which total net withdrawals taken exceed the Maximum Annual Withdrawal, $1,000 ($6,000 - $5,000), is the same as the Additional Withdrawal Amount, so no adjustment to the Maximum Annual Withdrawal is made. If total net withdrawals taken had exceeded the sum of the Maximum Annual Withdrawal and the Additional Withdrawal Amount, then an adjustment would be made to the Maximum Annual Withdrawal.

Illustration 4: The Reset Option is utilized.

Assume the Maximum Annual Withdrawal is $5,000.

One year after the first withdrawal is taken, the Contract value has increased to $120,000, and the Reset Option is utilized. The Maximum Annual Withdrawal is now $6,000 ($120,000 * 5%).

One year after the Reset Option was first utilized, the Contract value has increased further to $130,000. The Reset Option is utilized again, and the Maximum Annual Withdrawal is now $6,500 ($130,000 * 5%).

Form X.70600-05C Page 12 of 13 December 2005

APPENDIX B

Examples of Fixed Allocation Fund Automatic Rebalancing

The following examples are designed to assist you in understanding how Fixed Allocation Fund Automatic Rebalancing works. The examples assume that there are no investment earnings or losses.

I. Subsequent Payments

A. Assume that on Day 1, an owner deposits an initial payment of $100,000, which is allocated 100% to Accepted Funds. No Fixed Allocation Fund Automatic Rebalancing would occur, because this allocation meets the required investment option allocation.

B. Assume that on Day 2, the owner deposits an additional payment of $500,000, bringing the total contract value to $600,000, and allocates this deposit 100% to Other Funds. Because the percentage allocated to the Fixed Allocations Fund (0%) is less than 20% of the total amount allocated to the Fixed Allocation Fund and the Other Funds, we will automatically reallocate $100,000 from the amount allocated to the Other Funds (20% of the $500,000 allocated to the Other Funds) to the Fixed Allocation Fund. Your ending allocations will be $100,000 to Accepted Funds, $100,000 to the Fixed Allocation Fund, and $400,000 to Other Funds.

II. Partial Withdrawals

A. Assume that on Day 1, an owner deposits an initial payment of $100,000, which is allocated 75% to Accepted Funds ($70,000), 20% to the Fixed Allocation Fund ($20,000), and 5% to Other Funds ($5,000). No Fixed Allocation Fund Automatic Rebalancing would occur, because this allocation meets the required investment option allocation.

B. Assume that on Day 2, the owner requests a partial withdrawal of $19,000 from the Fixed Allocation Fund. Because the remaining amount allocated to the Fixed Allocation Fund ($1,000) is less than 20% of the total amount allocated to the Fixed Allocation Fund and the Other Funds, we will automatically reallocate $200 from the Other Funds to the Fixed Allocation Fund, so that the amount allocated to the Fixed Allocation Fund ($1,200) is 20% of the total amount allocated to the Fixed Allocation Fund and Other Funds ($6,000).

Form X.70600-05C Page 13 of 13 December 2005

PART C - OTHER INFORMATION
Item 24. Financial Statements and Exhibits
Financial Statements:
(a)	(1)	All financial statements are incorporated by reference in the 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).

(m)	Minimum Guaranteed Withdrawal Benefit Rider with Reset (LifePay) (IU-RA-3023)
(n)	Sample Schedule Page Entries for Minimum Guaranteed Withdrawal Benefit Rider with Reset (LifePay) (IU-RA-3023)
(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).
(5)(b)	Application G-CDA-1105(01/06)
(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 dated July 20, 2001 by and among Franklin Templeton Variable Insurance Products Trust, Franklin Templeton Distributors, Inc., Aetna Life Insurance and Annuity Company, Aetna Insurance Company of America, Golden American Life Insurance Company and Directed Services, 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).
(x)	Amendment dated as of January 2, 2002 to Participation Agreement dated as of July 20, 2001 by and among Franklin Templeton Variable Insurance Products Trust, Franklin Templeton Distributors, Inc., Aetna Life Insurance and Annuity Company, Aetna Insurance Company of America, Golden American Life Insurance Company and Directed Services, Inc. • Incorporated by reference to Post-Effective Amendment No. 30 to Registration Statement on Form N-4 (File No. 333-01107), as filed on April 10, 2002.
(y)	Second Amendment dated December 10, 2003 to Participation Agreement dated July 20, 2001 and as amended on January 2, 2002 by and among Franklin Templeton Variable Insurance Products Trust, Franklin Templeton Distributors, Inc., ING Life Insurance and Annuity Company, ING Insurance Company of America, Golden American Life Insurance Company and Directed Services, Inc. • Incorporated by reference to Post-Effective Amendment No. 32 to Registration Statement on Form N-4 (File No. 33-75988), as filed on April 13, 2004.
(z)	Amendment dated May 3, 2004 to Participation Agreement dated July 20, 2001 and as amended on January 2, 2002 and December 10, 2003 by and among Franklin Templeton Variable Insurance Products Trust, Franklin Templeton Distributors, Inc., ING Life Insurance and Annuity Company, ING Insurance Company of America, Golden American Life Insurance Company and Directed Services, Inc. • Incorporated by reference to Post-Effective Amendment No. 30 to Registration Statement on Form N-4 (File No. 33-81216), as filed on April 12, 2005.

(aa)	Amended and Restated Administrative Services Agreement dated as of October 3, 2005, between Franklin Templeton Services, LLC, ING Life Insurance and Annuity Company, ING Insurance Company of America, ING USA Annuity and Life Insurance Company and ReliaStar Life Insurance Company. • Incorporated by reference to Post-Effective Amendment No. 41 to Registration Statement on Form N-4 (File No. 333-01107), as filed on October 24, 2005.
(bb)	Participation Agreement dated July 13, 2001 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).
(cc)	Amendment dated September 1, 2001 to Participation Agreement dated July 13, 2001 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).
(dd)	Amendment dated May 1, 2003 to Participation Agreement dated July 13, 2001 between Golden American Life Insurance Company and ING Partners, Inc.
(ee)	Amendment dated November 1, 2004 to Participation Agreement dated July 13, 2001 between ING USA Annuity and Life Insurance Company (formerly Golden American Life Insurance Company) and ING Partners, Inc.
(ff)	Amendment dated April 29, 2005 to Participation Agreement dated July 13, 2001 between Golden American Life Insurance Company and ING Partners, Inc.
(gg)	Shareholder Servicing Agreement between ING Partners, Inc. (formerly Portfolio Partners, Inc.) and Golden American Life Insurance Company, Service Class Shares, effective January 1, 2002 • Incorporated herein by reference to Post-Effective Amendment No. 17 to Registrant's Form N-1A Registration Statement on October 29, 2004 (File No. 333-32575).
(hh)	Amendment to Shareholder Servicing Agreement between ING Partners, Inc. and Golden American Life Insurance Company, (Service Class Shares), effective May 1, 2003 • Incorporated herein by reference to Post-Effective Amendment No. 11 to Registrant's Form N-1A Registration Statement on April 30, 2003 (333-32575)
(ii)	Amendment dated November 1, 2004 to Shareholder Servicing Agreement between ING Partners, Inc. and ING USA Annuity and Life Insurance Company (formerly Golden American Life Insurance Company) (Service Class Shares)
(jj)	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).

(kk)	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).
(ll)	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).
(mm)	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.
(nn)	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.
(oo)	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. • Incorporated herein by reference to Post-Effective Amendment No. 6 to the Registrant's Registration Statement filed on Form N-4 on April 21, 2005 (File No. 333-70600).
(pp)	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. • Incorporated herein by reference to Post-Effective Amendment No. 6 to the Registrant's Registration Statement filed on Form N-4 on April 21, 2005 (File No. 333-70600).
(9)	Opinion and Consent of Counsel
(10)	Consent of Independent Registered Public Accounting Firm
(11)	Not applicable
(12)	Not applicable
(13)	Powers of Attorney

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
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
Richard Jay Slavens6		Vice President, Compliance
Paula Cludray-Engelke5		Secretary
*	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.

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 November 30, 2005, there were 249,465 qualified contract owners and 203,752 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 Depositor 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;
(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; and
(d)	to mail notices to current contract owners promptly after the happening of significant events related to the guarantee issued by ING USA Annuity and Life Insurance Company with respect to allocation of contract value to a series of the ING GET U.S. Core Portfolio (the "Guarantee"). These significant events include (i) the termination of the Guarantee; (ii) a default under the Guarantee that has a material adverse effect on a shareholder's right to receive his or her guaranteed amount on the maturity date; (iii) the insolvency of ING USA Annuity and Life Insurance Company; or (iv) a reduction in the credit rating of ING USA Annuity and Life Insurance Company's long-term debt as issued by Standard & Poor's or Moody's Investors Service, Inc. to BBB+ or lower or Baa1 or lower, respectively.
	During the Guarantee Period, the Registrant hereby undertakes to include in the Registrant's prospectus, an offer to supply the most recent annual and/or quarterly report of each of ING USA Annuity and Life Insurance Company, or their successors to the Guarantee, free of charge, upon a shareholder's request.
ING USA Annuity and Life Insurance Company hereby represents:
1.	that the account meets the definition of a "separate account" under federal securities laws; and

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 has caused this Post-Effective Amendment to its Registration Statement on Form N-4 (File No. 333-70600) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hartford, State of Connecticut on this 23rd day of December, 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 on December 23rd, 2005 by the following persons in their capacities as indicated.
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
Steven T. Pierson*	Chief Accounting Officer

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.4(m)	Minimum Guaranteed Withdrawal Benefit Rider with Reset (LifePay) (IU-RA-3023)
99-B.4(n)	Sample Schedule Page Entries for Minimum Guaranteed Withdrawal Benefit Rider with Reset (LifePay) (IU-RA-3023)
99-B.(5)(b)	Application G-CDA-1105(01/06)
99-B.8(dd)	Amendment dated May 1, 2003 to Participation Agreement dated July 13, 2001 between Golden American Life Insurance Company and ING Partners, Inc.
99-B.8(ee)	Amendment dated November 1, 2004 to Participation Agreement dated July 13, 2001 between Golden American Life Insurance Company and ING Partners, Inc.
99-B.8(ff)	Amendment dated April 29, 2005 to Participation Agreement dated July 13, 2001 between Golden American Life Insurance Company and ING Partners, Inc.
99-B.8(ii)	Amendment dated November 1, 2004 to Shareholder Servicing Agreement (Service Class Shares) between ING Partners, Inc. and ING USA Annuity and Life Insurance Company (formerly Golden American Life Insurance Company)
99-B.(9)	Opinion and Consent of Counsel
99-B.(10)	Consent of Independent Registered Public Accounting Firm
99-B.(13)	Power of Attorney

EX-99

POWER OF ATTORNEY

Pursuant to Item 601.(b)(24) of Regulation SK and Rule 462(b) of the Securities Act of 1933

The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940.

ING Life Insurance and Annuity Company:

As President of ING Life Insurance and Annuity Company I hereby appoint J. Neil McMurdie, Michael Pignatella; Julie E. Rockmore, James Shuchart and Kimberly J. Smith.

Registration Statements filed under the Securities Act of 1933:

2-52448	33-75972	33-76026	333-60016
2-52449	33-75974	33-79118	333-69574
33-02339	33-75976	33-79122	333-72079
33-34370	33-75978	33-81216	333-86276
33-42555	33-75980	33-87642	333-86278
33-60477	33-75982	33-87932	333-87305
33-61897	33-75984	33-88720	333-89953
33-62473	33-75986	33-88722	333-101761
33-64277	33-75988	33-88724	333-104456
33-75248	33-75990	33-89858	333-105479
33-75954	33-75992	33-91846	333-109622
33-75956	33-75994	333-01107	333-109860
33-75958	33-75996	333-09515	333-129091
33-75960	33-75998	333-15817
33-75962	33-76000	333-27337
33-75964	33-76002	333-37448
33-75966	33-76004	333-49176
33-75968	33-76018	333-49495
33-75970	33-76024	333-56297

Registration Statements filed under the Investment Company Act of 1940:

811-02512 811-02513 811-04536 811-05906 811-09665

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ING Insurance Company of America:

As President of ING Insurance Company of America I hereby appoint
J. Neil McMurdie, Michael Pignatella; Julie E. Rockmore, James Shuchart and Kimberly J. Smith.

Registration Statements filed under the Securities Act of 1933:

33-59749	33-63657	333-49581
33-62481	33-80750	333-87131

Registration Statements filed under the Investment Company Act of 1940:

811-08582

ReliaStar Life Insurance Company of New York:

As Director of ReliaStar Life Insurance Company of New York I hereby appoint J. Neil McMurdie, James Shuchart and Kimberly J. Smith.

Registration Statements filed under the Securities Act of 1933:

002-53949	333-47527	333-115515
002-53950	333-52358	333-114338
002-69327	333-61879	333-117617
002-76642	333-75938	333-128409
033-11489	333-85326
333-19123	333-85618

Registration Statements filed under the Investment Company Act of 1940:

811-02579 811-02580 811-03098 811-03427 811-07935 811-08965

hereby ratifying and confirming on this 11^th day of November, 2005, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto.

Signature

/s/ Brian D. Comer

Brian D. Comer

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POWER OF ATTORNEY

Pursuant to Item 601.(b)(24) of Regulation SK and Rule 462(b) of the Securities Act of 1933

The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940.

ReliaStar Life Insurance Company of New York:

As Director of ReliaStar Life Insurance Company of New York I hereby appoint J. Neil McMurdie, James Shuchart and Kimberly J. Smith.

Registration Statements filed under the Securities Act of 1933:

002-53949	333-47527	333-115515
002-53950	333-52358	333-114338
002-69327	333-61879	333-117617
002-76642	333-75938	333-128409
033-11489	333-85326
333-19123	333-85618

Registration Statements filed under the Investment Company Act of 1940:

811-02579 811-02580 811-03098 811-03427 811-07935 811-08965

hereby ratifying and confirming on this 16^th day of November, 2005, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto.

Signature

/s/ R; Michael Conley

R. Michael Conley

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POWER OF ATTORNEY

Pursuant to Item 601.(b)(24) of Regulation SK and Rule 462(b) of the Securities Act of 1933

The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940.

ReliaStar Life Insurance Company of New York:

As Director of ReliaStar Life Insurance Company of New York I hereby appoint J. Neil McMurdie, James Shuchart and Kimberly J. Smith.

002-53949	333-47527	333-115515
002-53950	333-52358	333-114338
002-69327	333-61879	333-117617
002-76642	333-75938	333-128409
033-11489	333-85326
333-19123	333-85618

Registration Statements filed under the Investment Company Act of 1940:

811-02579 811-02580 811-03098 811-03427 811-07935 811-08965

hereby ratifying and confirming on this 16^th day of November, 2005, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto.

Signature

/s/ Robert P. Browne

Robert P. Browne

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POWER OF ATTORNEY

Pursuant to Item 601.(b)(24) of Regulation SK and Rule 462(b) of the Securities Act of 1933

The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940.

ReliaStar Life Insurance Company of New York:

As Director of ReliaStar Life Insurance Company of New York I hereby appoint J. Neil McMurdie, James Shuchart and Kimberly J. Smith.

Registration Statements filed under the Securities Act of 1933:

002-53949	333-47527	333-115515
002-53950	333-52358	333-114338
002-69327	333-61879	333-117617
002-76642	333-75938	333-128409
033-11489	333-85326
333-19123	333-85618

Registration Statements filed under the Investment Company Act of 1940:

811-02579 811-02580 811-03098 811-03427 811-07935 811-08965

hereby ratifying and confirming on this 16^th day of November, 2005, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto.

Signature

/s/ Carol V. Coleman

Carol V. Coleman

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POWER OF ATTORNEY
Pursuant to Item 601.(b)(24) of Regulation SK and Rule 462(b) of the Securities Act of 1933
The undersigned on behalf of the companies set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacities indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940.
ING Life Insurance and Annuity Company:
As Director of ING Life Insurance and Annuity Company I hereby appoint J. Neil McMurdie, Michael Pignatella; Julie E. Rockmore, James Shuchart and Kimberly J. Smith.
Registration Statements filed under the Securities Act of 1933:
2-52448	33-75972	33-76026	333-60016
2-52449	33-75974	33-79118	333-69574
33-02339	33-75976	33-79122	333-72079
33-34370	33-75978	33-81216	333-86276
33-42555	33-75980	33-87642	333-86278
33-60477	33-75982	33-87932	333-87305
33-61897	33-75984	33-88720	333-89953
33-62473	33-75986	33-88722	333-101761
33-64277	33-75988	33-88724	333-104456
33-75248	33-75990	33-89858	333-105479
33-75954	33-75992	33-91846	333-109622
33-75956	33-75994	333-01107	333-109860
33-75958	33-75996	333-09515	333-129091
33-75960	33-75998	333-15817
33-75962	33-76000	333-27337
33-75964	33-76002	333-37448
33-75966	33-76004	333-49176
33-75968	33-76018	333-49495
33-75970	33-76024	333-56297

Registration Statements filed under the Investment Company Act of 1940:

811-02512 811-02513 811-04536 811-05906 811-09665

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ING Insurance Company of America:

As Director of ING Insurance Company of America I hereby appoint J. Neil McMurdie, Michael Pignatella; Julie E. Rockmore, James Shuchart and Kimberly J. Smith.

Registration Statements filed under the Securities Act of 1933:

33-59749	33-63657	333-49581
33-62481	33-80750	333-87131

Registration Statements filed under the Investment Company Act of 1940:

811-08582

ING USA Annuity and Life Insurance Company:
As Director of ING USA Annuity and Life Insurance Company I hereby appoint Michael A. Pignatella, James Shuchart and Kimberly J. Smith.
Registration Statements filed under the Securities Act of 1933:
33-23351	333-57212	333-104546	333-124953
33-34827	333-57218	333-104547
33-59261	333-63692	333-104548
333-28679	333-66757	333-111686
333-28755	333-70600	333-116137
333-28769	333-90516	333-117260
333-30180	333-101481	333-118851
333-33914	333-104539	333-123936

Registration Statements filed under the Investment Company Act of 1940:

811-05626 811-8524

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ReliaStar Life Insurance Company:
As Director of ReliaStar Life Insurance Company I hereby appoint J. Neil McMurdie, Michael A. Pignatella, Julie E. Rockmore and Kimberly J. Smith.
Registration Statements filed under the Securities Act of 1933:
002-66542	033-69892	333-100207
002-75185	333-18517	333-100208
002-95392	333-30614	333-100209
033-57244	333-47094	333-105319
033-73058	333-69431	333-120636
033-65870	333-92000

Registration Statements filed under the Investment Company Act of 1940:

811-04208 811-03341 811-9002 811-08224 811-02997

Security Life of Denver Insurance Company:

As Director of Security Life of Denver Insurance Company I hereby appoint J. Neil McMurdie and Kimberly J. Smith.

Registration Statements filed under the Securities Act of 1933:

33-74190	333-50278	333-119440
33-78444	333-72753	333-119437
33-88148	333-73464	333-119438
333-34402	333-90577	333-119439
333-34404	333-117329	333-120889

Registration Statements filed under the Investment Company Act of 1940:

811-08292 811-08196 811-08976 811-09106

hereby ratifying and confirming on this 19^th day of December, 2005, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto.

Signature

/s/ Jacques de Vaucleroy

Jacques de Vaucleroy

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POWER OF ATTORNEY

Pursuant to Item 601.(b)(24) of Regulation SK and Rule 462(b) of the Securities Act of 1933

The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacities indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940.

ING USA Annuity and Life Insurance Company:

As President of ING USA Annuity and Life Insurance Company I hereby appoint Michael A. Pignatella, James Shuchart and Kimberly J. Smith.

Registration Statements filed under the Securities Act of 1933:

33-23351	333-57212	333-104546	333-124953
33-34827	333-57218	333-104547
33-59261	333-63692	333-104548
333-28679	333-66757	333-111686
333-28755	333-70600	333-116137
333-28769	333-90516	333-117260
333-30180	333-101481	333-118851
333-33914	333-104539	333-123936

Registration Statements filed under the Investment Company Act of 1940:

811-05626 811-08524

hereby ratifying and confirming on this 12th day of December, 2005, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto.

Signature

/s/ Harry N. Stout

Harry N. Stout

\\Twrp-oa-007\twrsardoc\SEC GROUP\333-70600 ING ROLLOVER CHOICE\2005\PEA #11 485b 12-05 LifePay Suppl\EXHIBITS PEA #11\ex13poa.htm 11/9/05 8:14pm

POWER OF ATTORNEY

Pursuant to Item 601.(b)(24) of Regulation SK and Rule 462(b) of the Securities Act of 1933

The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacities indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940.

ReliaStar Life Insurance Company of New York:

As Director of ReliaStar Life Insurance Company of New York I hereby appoint J. Neil McMurdie, James Shuchart and Kimberly J. Smith.

Registration Statements filed under the Securities Act of 1933:

002-53949	333-47527	333-115515
002-53950	333-52358	333-114338
002-69327	333-61879	333-117617
002-76642	333-75938	333-128409
033-11489	333-85326
333-19123	333-85618

Registration Statements filed under the Investment Company Act of 1940:

811-02579 811-02580 811-03098 811-03427 811-07935 811-08965

hereby ratifying and confirming on this 14^th day of November, 2005, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto.

Signature

/s/ James R. Gelder

James R. Gelder

\\Twrp-oa-007\twrsardoc\SEC GROUP\333-70600 ING ROLLOVER CHOICE\2005\PEA #11 485b 12-05 LifePay Suppl\EXHIBITS PEA #11\ex13poa.htm 11/9/05 8:14pm

POWER OF ATTORNEY

Pursuant to Item 601.(b)(24) of Regulation SK and Rule 462(b) of the Securities Act of 1933

The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940.

ReliaStar Life Insurance Company of New York:

As Director of ReliaStar Life Insurance Company of New York I hereby appoint J. Neil McMurdie, James Shuchart and Kimberly J. Smith.

002-53949	333-47527	333-115515
002-53950	333-52358	333-114338
002-69327	333-61879	333-117617
002-76642	333-75938	333-128409
033-11489	333-85326
333-19123	333-85618

Registration Statements filed under the Investment Company Act of 1940:

811-02579 811-02580 811-03098 811-03427 811-07935 811-08965

hereby ratifying and confirming on this 17^th day of November, 2005, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto.

Signature

/s/ Howard L. Rosen

Howard L. Rosen

\\Twrp-oa-007\twrsardoc\SEC GROUP\333-70600 ING ROLLOVER CHOICE\2005\PEA #11 485b 12-05 LifePay Suppl\EXHIBITS PEA #11\ex13poa.htm 11/9/05 8:14pm

POWER OF ATTORNEY

Pursuant to Item 601.(b)(24) of Regulation SK and Rule 462(b) of the Securities Act of 1933

The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940.

ReliaStar Life Insurance Company of New York:

As Director of ReliaStar Life Insurance Company of New York I hereby appoint J. Neil McMurdie, James Shuchart and Kimberly J. Smith.

002-53949	333-47527	333-115515
002-53950	333-52358	333-114338
002-69327	333-61879	333-117617
002-76642	333-75938	333-128409
033-11489	333-85326
333-19123	333-85618

Registration Statements filed under the Investment Company Act of 1940:

811-02579 811-02580 811-03098 811-03427 811-07935 811-08965

hereby ratifying and confirming on this 16^th day of November, 2005, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto.

Signature

/s/ Curtis W. Olson

Curtis W. Olson

\\Twrp-oa-007\twrsardoc\SEC GROUP\333-70600 ING ROLLOVER CHOICE\2005\PEA #11 485b 12-05 LifePay Suppl\EXHIBITS PEA #11\ex13poa.htm 11/9/05 8:14pm

POWER OF ATTORNEY

Pursuant to Item 601.(b)(24) of Regulation SK and Rule 462(b) of the Securities Act of 1933

The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940.

ReliaStar Life Insurance Company of New York:

As Director of ReliaStar Life Insurance Company of New York I hereby appoint J. Neil McMurdie, James Shuchart and Kimberly J. Smith.

002-53949	333-47527	333-115515
002-53950	333-52358	333-114338
002-69327	333-61879	333-117617
002-76642	333-75938	333-128409
033-11489	333-85326
333-19123	333-85618

Registration Statements filed under the Investment Company Act of 1940:

811-02579 811-02580 811-03098 811-03427 811-07935 811-08965

hereby ratifying and confirming on this 11^th day of November, 2005, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto.

Signature

/s/ James F. Lille

James F. Lille

\\Twrp-oa-007\twrsardoc\SEC GROUP\333-70600 ING ROLLOVER CHOICE\2005\PEA #11 485b 12-05 LifePay Suppl\EXHIBITS PEA #11\ex13poa.htm 11/9/05 8:14pm

POWER OF ATTORNEY

Pursuant to Item 601.(b)(24) of Regulation SK and Rule 462(b) of the Securities Act of 1933

The undersigned on behalf of the companies set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacities indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940.

ING Life Insurance and Annuity Company:

As Director of ING Life Insurance and Annuity Company I hereby appoint J. Neil McMurdie, Michael Pignatella; Julie E. Rockmore, James Shuchart and Kimberly J. Smith.

Registration Statements filed under the Securities Act of 1933:

2-52448	33-75972	33-76026	333-60016
2-52449	33-75974	33-79118	333-69574
33-02339	33-75976	33-79122	333-72079
33-34370	33-75978	33-81216	333-86276
33-42555	33-75980	33-87642	333-86278
33-60477	33-75982	33-87932	333-87305
33-61897	33-75984	33-88720	333-89953
33-62473	33-75986	33-88722	333-101761
33-64277	33-75988	33-88724	333-104456
33-75248	33-75990	33-89858	333-105479
33-75954	33-75992	33-91846	333-109622
33-75956	33-75994	333-01107	333-109860
33-75958	33-75996	333-09515	333-129091
33-75960	33-75998	333-15817
33-75962	33-76000	333-27337
33-75964	33-76002	333-37448
33-75966	33-76004	333-49176
33-75968	33-76018	333-49495
33-75970	33-76024	333-56297

Registration Statements filed under the Investment Company Act of 1940:

811-02512 811-02513 811-04536 811-05906 811-09665

\\Twrp-oa-007\twrsardoc\SEC GROUP\333-70600 ING ROLLOVER CHOICE\2005\PEA #11 485b 12-05 LifePay Suppl\EXHIBITS PEA #11\ex13poa.htm 11/9/05 8:14pm

ING Insurance Company of America:
As Director of ING Insurance Company of America I hereby appoint J. Neil McMurdie, Michael Pignatella; Julie E. Rockmore, James Shuchart and Kimberly J. Smith.
Registration Statements filed under the Securities Act of 1933:
33-59749	33-63657	333-49581
33-62481	33-80750	333-87131

Registration Statements filed under the Investment Company Act of 1940:

811-08582

ING USA Annuity and Life Insurance Company:

As Director of ING USA Annuity and Life Insurance Company I hereby appoint Michael A. Pignatella, James Shuchart and Kimberly J. Smith..

Registration Statements filed under the Securities Act of 1933:

33-23351	333-57212	333-104546	333-124953
33-34827	333-57218	333-104547
33-59261	333-63692	333-104548
333-28679	333-66757	333-111686
333-28755	333-70600	333-116137
333-28769	333-90516	333-117260
333-30180	333-101481	333-118851
333-33914	333-104539	333-123936

Registration Statements filed under the Investment Company Act of 1940:

811-05626 811-8524

ReliaStar Life Insurance Company:

As Director of ReliaStar Life Insurance Company I hereby appoint J. Neil McMurdie, Michael A. Pignatella, Julie E. Rockmore and Kimberly J. Smith.

Registration Statements filed under the Securities Act of 1933:

002-66542	033-69892	333-100207
002-75185	333-18517	333-100208
002-95392	333-30614	333-100209
033-57244	333-47094	333-105319
033-73058	333-69431	333-120636
033-65870	333-92000

\\Twrp-oa-007\twrsardoc\SEC GROUP\333-70600 ING ROLLOVER CHOICE\2005\PEA #11 485b 12-05 LifePay Suppl\EXHIBITS PEA #11\ex13poa.htm 11/9/05 8:14pm

Registration Statements filed under the Investment Company Act of 1940:

811-04208 811-03341 811-9002 811-08224 811-02997

\\Twrp-oa-007\twrsardoc\SEC GROUP\333-70600 ING ROLLOVER CHOICE\2005\PEA #11 485b 12-05 LifePay Suppl\EXHIBITS PEA #11\ex13poa.htm 11/9/05 8:14pm

Security Life of Denver Insurance Company:

As Director of Security Life of Denver Insurance Company I hereby appoint J. Neil McMurdie and Kimberly J. Smith.

Registration Statements filed under the Securities Act of 1933:

33-74190	333-50278	333-119440
33-78444	333-72753	333-119437
33-88148	333-73464	333-119438
333-34402	333-90577	333-119439
333-34404	333-117329	333-120889

Registration Statements filed under the Investment Company Act of 1940:

811-08292 811-08196 811-08976 811-09106

hereby ratifying and confirming on this 11^th day of November, 2005, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto.

Signature

/s/ Thomas J. McInerney

Thomas J. McInerney

\\Twrp-oa-007\twrsardoc\SEC GROUP\333-70600 ING ROLLOVER CHOICE\2005\PEA #11 485b 12-05 LifePay Suppl\EXHIBITS PEA #11\ex13poa.htm 11/9/05 8:14pm

POWER OF ATTORNEY

Pursuant to Item 601.(b)(24) of Regulation SK and Rule 462(b) of the Securities Act of 1933

The undersigned on behalf of the companies set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacities indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940.

ING Life Insurance and Annuity Company:

As Director of ING Life Insurance and Annuity Company I hereby appoint J. Neil McMurdie, Michael Pignatella; Julie E. Rockmore, James Shuchart and Kimberly J. Smith.

Registration Statements filed under the Securities Act of 1933:

2-52448	33-75972	33-76026	333-60016
2-52449	33-75974	33-79118	333-69574
33-02339	33-75976	33-79122	333-72079
33-34370	33-75978	33-81216	333-86276
33-42555	33-75980	33-87642	333-86278
33-60477	33-75982	33-87932	333-87305
33-61897	33-75984	33-88720	333-89953
33-62473	33-75986	33-88722	333-101761
33-64277	33-75988	33-88724	333-104456
33-75248	33-75990	33-89858	333-105479
33-75954	33-75992	33-91846	333-109622
33-75956	33-75994	333-01107	333-109860
33-75958	33-75996	333-09515	333-129091
33-75960	33-75998	333-15817
33-75962	33-76000	333-27337
33-75964	33-76002	333-37448
33-75966	33-76004	333-49176
33-75968	33-76018	333-49495
33-75970	33-76024	333-56297

Registration Statements filed under the Investment Company Act of 1940:

811-02512 811-02513 811-04536 811-05906 811-09665

\\Twrp-oa-007\twrsardoc\SEC GROUP\333-70600 ING ROLLOVER CHOICE\2005\PEA #11 485b 12-05 LifePay Suppl\EXHIBITS PEA #11\ex13poa.htm 11/9/05 8:14pm

ING Insurance Company of America:
As Director of ING Insurance Company of America I hereby appoint J. Neil McMurdie, Michael Pignatella; Julie E. Rockmore, James Shuchart and Kimberly J. Smith.
Registration Statements filed under the Securities Act of 1933:
33-59749	33-63657	333-49581
33-62481	33-80750	333-87131

Registration Statements filed under the Investment Company Act of 1940:

811-08582

ING USA Annuity and Life Insurance Company:

As Director of ING USA Annuity and Life Insurance Company I hereby appoint Michael A. Pignatella, James Shuchart and Kimberly J. Smith..

Registration Statements filed under the Securities Act of 1933:

33-23351	333-57212	333-104546	333-124953
33-34827	333-57218	333-104547
33-59261	333-63692	333-104548
333-28679	333-66757	333-111686
333-28755	333-70600	333-116137
333-28769	333-90516	333-117260
333-30180	333-101481	333-118851
333-33914	333-104539	333-123936

Registration Statements filed under the Investment Company Act of 1940:

811-05626 811-8524

\\Twrp-oa-007\twrsardoc\SEC GROUP\333-70600 ING ROLLOVER CHOICE\2005\PEA #11 485b 12-05 LifePay Suppl\EXHIBITS PEA #11\ex13poa.htm 11/9/05 8:14pm

ReliaStar Life Insurance Company:
As Director of ReliaStar Life Insurance Company I hereby appoint J. Neil McMurdie, Michael A. Pignatella, Julie E. Rockmore and Kimberly J. Smith.
Registration Statements filed under the Securities Act of 1933:
002-66542	033-69892	333-100207
002-75185	333-18517	333-100208
002-95392	333-30614	333-100209
033-57244	333-47094	333-105319
033-73058	333-69431	333-120636
033-65870	333-92000

Registration Statements filed under the Investment Company Act of 1940:

811-04208 811-03341 811-9002 811-08224 811-02997

Security Life of Denver Insurance Company:

As Director of Security Life of Denver Insurance Company I hereby appoint J. Neil McMurdie and Kimberly J. Smith.

Registration Statements filed under the Securities Act of 1933:

33-74190	333-50278	333-119440
33-78444	333-72753	333-119437
33-88148	333-73464	333-119438
333-34402	333-90577	333-119439
333-34404	333-117329	333-120889

Registration Statements filed under the Investment Company Act of 1940:

811-08292 811-08196 811-08976 811-09106

hereby ratifying and confirming on this 14^th day of November, 2005, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto.

Signature

/s/ Kathleen A. Murphy

Kathleen A. Murphy

\\Twrp-oa-007\twrsardoc\SEC GROUP\333-70600 ING ROLLOVER CHOICE\2005\PEA #11 485b 12-05 LifePay Suppl\EXHIBITS PEA #11\ex13poa.htm 11/9/05 8:14pm

POWER OF ATTORNEY

Pursuant to Item 601.(b)(24) of Regulation SK and Rule 462(b) of the Securities Act of 1933

The undersigned on behalf of the companies set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacities indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940.

ING Life Insurance and Annuity Company:

As Director of ING Life Insurance and Annuity Company I hereby appoint J. Neil McMurdie, Michael Pignatella; Julie E. Rockmore, James Shuchart and Kimberly J. Smith.

Registration Statements filed under the Securities Act of 1933:

2-52448	33-75972	33-76026	333-60016
2-52449	33-75974	33-79118	333-69574
33-02339	33-75976	33-79122	333-72079
33-34370	33-75978	33-81216	333-86276
33-42555	33-75980	33-87642	333-86278
33-60477	33-75982	33-87932	333-87305
33-61897	33-75984	33-88720	333-89953
33-62473	33-75986	33-88722	333-101761
33-64277	33-75988	33-88724	333-104456
33-75248	33-75990	33-89858	333-105479
33-75954	33-75992	33-91846	333-109622
33-75956	33-75994	333-01107	333-109860
33-75958	33-75996	333-09515	333-129091
33-75960	33-75998	333-15817
33-75962	33-76000	333-27337
33-75964	33-76002	333-37448
33-75966	33-76004	333-49176
33-75968	33-76018	333-49495
33-75970	33-76024	333-56297

Registration Statements filed under the Investment Company Act of 1940:

811-02512 811-02513 811-04536 811-05906 811-09665

\\Twrp-oa-007\twrsardoc\SEC GROUP\333-70600 ING ROLLOVER CHOICE\2005\PEA #11 485b 12-05 LifePay Suppl\EXHIBITS PEA #11\ex13poa.htm 11/9/05 8:14pm

ING Insurance Company of America:

As Director of ING Insurance Company of America I hereby appoint J. Neil McMurdie, Michael Pignatella; Julie E. Rockmore, James Shuchart and Kimberly J. Smith.

Registration Statements filed under the Securities Act of 1933:

33-59749	33-63657	333-49581
33-62481	33-80750	333-87131

Registration Statements filed under the Investment Company Act of 1940:

811-08582

ING USA Annuity and Life Insurance Company:

As Director of ING USA Annuity and Life Insurance Company I hereby appoint J. Neil McMurdie, Michael A. Pignatella, James Shuchart and Kimberly J. Smith.

Registration Statements filed under the Securities Act of 1933:

33-23351	333-57212	333-104546	333-124953
33-34827	333-57218	333-104547
33-59261	333-63692	333-104548
333-28679	333-66757	333-111686
333-28755	333-70600	333-116137
333-28769	333-90516	333-117260
333-30180	333-101481	333-118851
333-33914	333-104539	333-123936

Registration Statements filed under the Investment Company Act of 1940:

811-05626 811-8524

ReliaStar Life Insurance Company:
As Director of ReliaStar Life Insurance Company I hereby appoint J. Neil McMurdie, Michael A. Pignatella, Julie E. Rockmore and Kimberly J. Smith.
Registration Statements filed under the Securities Act of 1933:
002-66542	033-69892	333-100207
002-75185	333-18517	333-100208
002-95392	333-30614	333-100209
033-57244	333-47094	333-105319
033-73058	333-69431	333-120636
033-65870	333-92000

\\Twrp-oa-007\twrsardoc\SEC GROUP\333-70600 ING ROLLOVER CHOICE\2005\PEA #11 485b 12-05 LifePay Suppl\EXHIBITS PEA #11\ex13poa.htm 11/9/05 8:14pm

Registration Statements filed under the Investment Company Act of 1940:

811-04208 811-03341 811-9002 811-08224 811-02997

ReliaStar Life Insurance Company of New York:

As Director of ReliaStar Life Insurance Company of New York I hereby appoint J. Neil McMurdie, James Shuchart and Kimberly J. Smith.

Registration Statements filed under the Securities Act of 1933:

002-53949	333-47527	333-115515
002-53950	333-52358	333-114338
002-69327	333-61879	333-117617
002-76642	333-75938	333-128409
033-11489	333-85326
333-19123	333-85618

Registration Statements filed under the Investment Company Act of 1940:

811-02579 811-02580 811-03098 811-03427 811-07935 811-08965

Security Life of Denver Insurance Company:

As Director of Security Life of Denver Insurance Company I hereby appoint J. Neil McMurdie and Kimberly J. Smith.

Registration Statements filed under the Securities Act of 1933:

33-74190	333-50278	333-119440
33-78444	333-72753	333-119437
33-88148	333-73464	333-119438
333-34402	333-90577	333-119439
333-34404	333-117329	333-120889

Registration Statements filed under the Investment Company Act of 1940:

811-08292 811-08196 811-08976 811-09106

hereby ratifying and confirming on this 19th day of December, 2005, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto.

Signature

/s/ Catherine H. Smith

Catherine H. Smith

\\Twrp-oa-007\twrsardoc\SEC GROUP\333-70600 ING ROLLOVER CHOICE\2005\PEA #11 485b 12-05 LifePay Suppl\EXHIBITS PEA #11\ex13poa.htm 11/9/05 8:14pm

POWER OF ATTORNEY

Pursuant to Item 601.(b)(24) of Regulation SK and Rule 462(b) of the Securities Act of 1933

The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940.

ReliaStar Life Insurance Company of New York:

As Director of ReliaStar Life Insurance Company of New York I hereby appoint J. Neil McMurdie, James Shuchart and Kimberly J. Smith.

Registration Statements filed under the Securities Act of 1933:

002-53949	333-47527	333-115515
002-53950	333-52358	333-114338
002-69327	333-61879	333-117617
002-76642	333-75938	333-128409
033-11489	333-85326
333-19123	333-85618
Registration Statements filed under the Investment Company Act of 1940:

811-02579 811-02580 811-03098 811-03427 811-07935 811-08965

hereby ratifying and confirming on this 10^th day of November, 2005, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto.

Signature

/s/ Charles B. Updike

Charles B. Updike

\\Twrp-oa-007\twrsardoc\SEC GROUP\333-70600 ING ROLLOVER CHOICE\2005\PEA #11 485b 12-05 LifePay Suppl\EXHIBITS PEA #11\ex13poa.htm 11/9/05 8:14pm

POWER OF ATTORNEY

Pursuant to Item 601.(b)(24) of Regulation SK and Rule 462(b) of the Securities Act of 1933

The undersigned on behalf of the company set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacity indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940.

ReliaStar Life Insurance Company of New York:

As Director of ReliaStar Life Insurance Company of New York I hereby appoint J. Neil McMurdie, James Shuchart and Kimberly J. Smith.

Registration Statements filed under the Securities Act of 1933:

002-53949	333-47527	333-115515
002-53950	333-52358	333-114338
002-69327	333-61879	333-117617
002-76642	333-75938	333-128409
033-11489	333-85326
333-19123	333-85618

Registration Statements filed under the Investment Company Act of 1940:

811-02579 811-02580 811-03098 811-03427 811-07935 811-08965

hereby ratifying and confirming on this 11^th day of November, 2005, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto.

Signature

/s/ Ross M. Weale

Ross M. Weale

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POWER OF ATTORNEY

Pursuant to Item 601.(b)(24) of Regulation SK and Rule 462(b) of the Securities Act of 1933

The undersigned on behalf of the companies set forth below hereby constitutes and appoints the individuals set forth below and each of them individually, my true and lawful attorneys, with full power to them and each of them to sign for me, and in my name and in the capacities indicated below, any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940.

ING Life Insurance and Annuity Company:

As Director and Chief Financial Officer of ING Life Insurance and Annuity Company I hereby appoint J. Neil McMurdie, Michael Pignatella; Julie E. Rockmore, James Shuchart and Kimberly J. Smith.

Registration Statements filed under the Securities Act of 1933:

2-52448	33-75972	33-76026	333-60016
2-52449	33-75974	33-79118	333-69574
33-02339	33-75976	33-79122	333-72079
33-34370	33-75978	33-81216	333-86276
33-42555	33-75980	33-87642	333-86278
33-60477	33-75982	33-87932	333-87305
33-61897	33-75984	33-88720	333-89953
33-62473	33-75986	33-88722	333-101761
33-64277	33-75988	33-88724	333-104456
33-75248	33-75990	33-89858	333-105479
33-75954	33-75992	33-91846	333-109622
33-75956	33-75994	333-01107	333-109860
33-75958	33-75996	333-09515	333-129091
33-75960	33-75998	333-15817
33-75962	33-76000	333-27337
33-75964	33-76002	333-37448
33-75966	33-76004	333-49176
33-75968	33-76018	333-49495
33-75970	33-76024	333-56297

Registration Statements filed under the Investment Company Act of 1940:

811-02512 811-02513 811-04536 811-05906 811-09665

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ING Insurance Company of America:

As Director and Chief Financial Officer of ING Insurance Company of America I hereby appoint J. Neil McMurdie, Michael Pignatella; Julie E. Rockmore, James Shuchart and Kimberly J. Smith.

Registration Statements filed under the Securities Act of 1933:

33-59749	33-63657	333-49581
33-62481	33-80750	333-87131

Registration Statements filed under the Investment Company Act of 1940:

811-08582

ING USA Annuity and Life Insurance Company:

As Director and Chief Financial Officer of ING USA Annuity and Life Insurance Company I hereby appoint Michael A. Pignatella, James Shuchart and Kimberly J. Smith.

Registration Statements filed under the Securities Act of 1933:

33-23351	333-57212	333-104546	333-124953
33-34827	333-57218	333-104547
33-59261	333-63692	333-104548
333-28679	333-66757	333-111686
333-28755	333-70600	333-116137
333-28769	333-90516	333-117260
333-30180	333-101481	333-118851
333-33914	333-104539	333-123936

Registration Statements filed under the Investment Company Act of 1940:

811-05626 811-8524

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ReliaStar Life Insurance Company:

As Director and Chief Financial Officer of ReliaStar Life Insurance Company I hereby appoint J. Neil McMurdie, Michael A. Pignatella, Julie E. Rockmore and Kimberly J. Smith.

Registration Statements filed under the Securities Act of 1933:

002-66542	033-69892	333-100207
002-75185	333-18517	333-100208
002-95392	333-30614	333-100209
033-57244	333-47094	333-105319
033-73058	333-69431	333-120636
033-65870	333-92000

Registration Statements filed under the Investment Company Act of 1940:

811-04208 811-03341 811-9002 811-08224 811-02997

ReliaStar Life Insurance Company of New York:

As Director and Chief Financial Officer of ReliaStar Life Insurance Company of New York I hereby appoint J. Neil McMurdie, James Shuchart and Kimberly J. Smith.

Registration Statements filed under the Securities Act of 1933:

002-53949	333-47527	333-115515
002-53950	333-52358	333-114338
002-69327	333-61879	333-117617
002-76642	333-75938	333-128409
033-11489	333-85326
333-19123	333-85618

Registration Statements filed under the Investment Company Act of 1940:

811-02579 811-02580 811-03098 811-03427 811-07935 811-08965

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Security Life of Denver Insurance Company:
As Director and Chief Financial Officer of Security Life of Denver Insurance Company I hereby appoint J. Neil McMurdie and Kimberly J. Smith.
Registration Statements filed under the Securities Act of 1933:
33-74190	333-50278	333-119440
33-78444	333-72753	333-119437
33-88148	333-73464	333-119438
333-34402	333-90577	333-119439
333-34404	333-117329	333-120889

Registration Statements filed under the Investment Company Act of 1940:

811-08292 811-08196 811-08976 811-09106

hereby ratifying and confirming on this 11^th day of November, 2005, my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto.

Signature

/s/ David A. Wheat

David A. Wheat

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POWER OF ATTORNEY

Pursuant to Item 601.(b)(24) of Regulation SK and Rule 462(b) of the Securities Act of 1933

The undersigned on behalf of the companies set forth below hereby constitutes and appoints the individuals set forth below and each of them individually my true and lawful attorneys with full power to them and each of them to sign for me and in my name and in the capacities indicated below any and all amendments to the Registration Statements listed below filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Investment Company Act of 1940.

ReliaStar Life Insurance Company:

As President of ReliaStar Life Insurance Company I hereby appoint J. Neil McMurdie, Michael A. Pignatella, Julie E. Rockmore and Kimberly J. Smith.

Registration Statements filed under the Securities Act of 1933:

002-66542	033-69892	333-100207
002-75185	333-18517	333-100208
002-95392	333-30614	333-100209
033-57244	333-47094	333-105319
033-73058	333-69431	333-120636
033-65870	333-92000

Registration Statements filed under the Investment Company Act of 1940:

811-04208 811-03341 811-9002 811-08224 811-02997

ReliaStar Life Insurance Company of New York:
As Director, President and Chief Executive Officer of ReliaStar Life Insurance Company of New York I hereby appoint J. Neil McMurdie, James Shuchart and Kimberly J. Smith.
Registration Statements filed under the Securities Act of 1933:
002-53949	333-47527	333-115515
002-53950	333-52358	333-114338
002-69327	333-61879	333-117617
002-76642	333-75938	333-128409
033-11489	333-85326
333-19123	333-85618

Registration Statements filed under the Investment Company Act of 1940:

811-02579 811-02580 811-03098 811-03427 811-07935 811-08965

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Security Life of Denver Insurance Company:
As President of Security Life of Denver Insurance Company I hereby appoint J. Neil McMurdie and Kimberly J. Smith.
Registration Statements filed under the Securities Act of 1933:
33-74190	333-50278	333-119440
33-78444	333-72753	333-119437
33-88148	333-73464	333-119438
333-34402	333-90577	333-119439
333-34404	333-117329	333-120889

Registration Statements filed under the Investment Company Act of 1940:

811-08292 811-08196 811-08976 811-09106

hereby ratifying and confirming on this 16^th day of November 2005 my signature as it may be signed by my said attorneys to any such Registration Statements and any and all amendments thereto.

Signature

/s/ Donald W. Britton

Donald W Britton

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EX-99

Ex. 99-B.4(m)

[SPECIMEN COPY]

ING USA	Minimum Guaranteed
ANNUITY AND LIFE	Withdrawal Benefit Rider
INSURANCE COMPANY	With Reset Option

ING USA is a stock company domiciled in Iowa

(HEREINAFTER CALLED WE, US AND OUR)

The Contract to which this Rider is attached is hereby modified by the provisions of this Rider. The Rider's provisions shall control when there is a conflict between this Rider and the Contract.

Benefits provided and charges made under the terms and conditions of this Rider are described below. This Rider will remain in effect until terminated under the conditions described below.

IMPORTANT TERMS

The Annuitant is the person upon whose life and age Rider benefits are determined. The Annuitant must be the Contract Owner (or a Joint Owner) unless a non-natural Owner is named. Joint Annuitants are not allowed on any Contract to which this Rider is attached.

The Contract means the Contract to which this Rider is attached. The term Contract shall mean Certificate when the Rider is attached to a Certificate.

The Growth Phase is the period of time beginning on the Rider Date and ending on the last Business Day immediately preceding the beginning of the Withdrawal Phase.

The Withdrawal Phase begins as of the date of the first withdrawal/Partial Surrender under the Contract, other than withdrawals requested by the Contract Owner for the payment of advisory fees to a separately named investment advisor for advice provided on the selection and ongoing management of the funds underlying the Contract, or the Annuity Commencement Date, whichever occurs first. No additional premiums are allowed under the Contract during the Withdrawal Phase. We may, however, at our sole discretion, waive this limitation. Any such waiver will apply to all issues of this Rider on a nondiscriminatory basis.

The Maximum Annual Withdrawal is the maximum Accumulation Value that can be withdrawn from the Contract in any Contract Year without reducing the Rider benefit guarantees in future Contract Years.

The Rider Date is the date this Rider becomes effective. The Rider Date is the same as the Contract Date unless a different Rider Date is shown in the Contract Schedule.

GUARANTEED WITHDRAWAL STATUS

On the Rider Date, this Rider is placed in Guaranteed Withdrawal Status. This status will be maintained while all of the following conditions exist:

1. The Contract’s Accumulation Value is greater than zero;

2. The Annuity Commencement Date under the Contract has not been reached;

3. The Contract has not been surrendered or otherwise terminated; and

4. The Annuitant is living.

Maximum Annual Withdrawal

The initial Maximum Annual Withdrawal (“MAW”) is set equal to (a) multiplied by the greater of (b) or (c) as of the last day of the Growth Phase where:

IU-RA-3023 1

a) equals the applicable MAW Percentage based on the Annuitant’s Age as shown in the Contract Schedule;

b) equals the Contract Accumulation Value; and

c) equals the Minimum Guaranteed Withdrawal Benefit (“MGWB”) Base

Thereafter, the MAW will be recalculated at the time of each excess withdrawal or MGWB Reset as described in the “Partial Withdrawals” and “MGWB Reset Option” provisions, below.

MGWB Base

The MGWB Base is calculated only during the Growth Phase for the purpose of determining the initial MAW. Thereafter, the MGWB Base has no value. If this Rider is effective as of the Contract Date, the initial MGWB Base is the initial premium, plus any Credits. If this Rider is added to the Contract after the Contract Date, the initial MGWB Base is equal to the Contract’s Accumulation Value on the Rider Date. Thereafter, the MGWB Base is calculated during the Growth Phase as follows:

1. On any Ratchet Date, the MGWB Base equals the greater of:

A. The MGWB Base on the previous Ratchet Date plus premiums paid and any Credits applied since the last Ratchet Date; or

B. The current Contract Accumulation Value.

2. On any other date, the MGWB Base equals:

A. The MGWB Base on the previous Ratchet Date; plus

B. Premiums paid and Credits applied since the last Ratchet Date.

For the purpose of MGWB Base calculations on and prior to the first Ratchet Date following the Rider Date only, the Rider Date shall be deemed to be the previous Ratchet Date. Ratchet Dates are defined in the Contract Schedule.

Withdrawals requested by the Contract Owner for the sole purpose of the payment of advisory fees to a separate named investment advisor, for advice provided on the selection and ongoing management of the funds underlying the Contract will not cause the Growth Phase to end and the Withdrawal Phase to begin. During the Growth Phase these withdrawals reduce the MGWB Base on a pro-rata basis. During the Withdrawal Phase these withdrawals are handled the same as any other withdrawal.

Partial Withdrawals

Total withdrawals in any Contract Year not exceeding the then current MAW will not impact the MAW. However, at the time a withdrawal is taken, if the total withdrawals in a Contract Year exceed the then current MAW, the excess will be deemed an Excess Withdrawal and the MAW will immediately be reduced on a pro-rata basis. The proportion of the reduction of the MAW will equal:

A

{B – (C – A)}

Where: A is the amount of the Excess Withdrawal; B is the Contract’s Accumulation Value immediately prior to the withdrawal; and C is the total amount of the current withdrawal. This means the MAW is reduced by the same percentage that the Accumulation Value is reduced by the withdrawal, rather than by the dollar amount of the withdrawal.

For the purpose of determining whether the MAW has been exceeded, any applicable Market Value Adjustment or Surrender Charge will not be applied to the withdrawal. However, for the purpose of determining the MAW reduction after an Excess Withdrawal, any Surrender Charges and Market Value Adjustments are considered part of the withdrawal.

Withdrawals taken from this Contract to satisfy the Required Minimum Distribution rules of the Internal Revenue Code of 1986, as amended (“RMD”), that exceed the MAW for a specific Contract Year, will not be deemed Excess Withdrawals in that Contract Year, subject to the following rules:

1. If, on January 31 of any year, your RMD for that calendar year, applicable to this Contract, is greater than the MAW on that date, an Additional Withdrawal Amount will be set on that date to

IU-RA-3023 2

be equal to that portion of the RMD that exceeds the MAW. Otherwise, the Additional Withdrawal Amount will be set to zero.

2. Any withdrawals taken in a Contract Year will count first against the MAW for that Contract Year.

3. Once the MAW for the then current Contract Year has been taken, additional amounts withdrawn in excess of the MAW will count against and reduce any Additional Withdrawal Amount and are not considered Excess Withdrawals.

4. Withdrawals that exceed the Additional Withdrawal Amount are Excess Withdrawals and will reduce the MAW on a pro-rata basis, as described above in this section.

5. The Additional Withdrawal Amount is reset to zero at the end of each calendar year, and remains at zero until it is reset on January 31 of the following calendar year.

Unless specifically stated otherwise in this Rider, any provisions in the Contract establishing required minimum value remaining after a partial withdrawal are superceded and replaced by the provisions of this Rider.

MGWB Reset Option

At any time, while this Rider is in the Withdrawal Phase, you may elect to reset the MAW, subject to the following:

1. You must provide us satisfactory written notice at our Customer Service Center;

2. The first reset must be on or after the Reset Option Date stated in the Contract Schedule; and

3. For a subsequent reset, a period of time equal to the Reset Waiting Period shown in the Contract Schedule must have elapsed since the most recent reset.

Upon receipt of your written notice, the MAW will increase to equal the MAW Percentage times the Contract’s then current Accumulation Value. No reset will occur or be allowed that would reduce the MAW.

If this Option is exercised, we may, at our discretion, increase the MGWB Charge to equal the charge then in effect for new Riders issued. However, the MGWB Charge will never exceed the Maximum MGWB Charge shown in the Contract Schedule. We also guarantee the charge for this Rider will not increase for any reset exercised during the Reset Charge Lock Period as specified in the Contract Schedule.

We may, from time to time and at our discretion, permit the exercise of this Option only on Contract Anniversaries.

Accepted Funds

Accepted Funds, applicable to this Rider and existing on the Rider Date, are shown in the Contract Schedule. All funds not designated as Accepted Funds are classified as Non-Accepted Funds. We may add newly available Divisions as Accepted Funds. We may reclassify existing Divisions as Accepted Funds or remove such designation upon 30 days notice to you. Such reclassification will apply to amounts transferred or otherwise added to such Division(s) after the date of change.

Fixed Allocation Funds

Fixed Allocation Funds, applicable to this Rider and existing on the Rider Date, are shown in the Contract Schedule. While the Rider is in effect, any investments in Fixed Allocation Funds are to be considered as Covered Funds for purposes of any applicable death benefit under the Contract. We may add newly available Divisions as Fixed Allocation Funds. We may reclassify existing Divisions as Fixed Allocation Funds or remove such designation upon 30 days notice to you. Such reclassification will apply to amounts transferred or otherwise added to such Division(s) after the date of change.

Other Funds

For purposes of this Rider, any divisions not designated as Accepted or Fixed Allocation Funds shall be considered Other Funds.

IU-RA-3023 3

As discussed below in “MGWB Rebalancing”, Other Funds are subject to restrictions as to amounts which may be invested or transferred into such divisions.

MGWB Rebalancing

If, on any MGWB Rebalancing Date, as defined below, the Accumulation Value in Fixed Allocation Funds is less than the required percentage of the total Accumulation Value in Non-Accepted Funds, as stated in the Contract Schedule, we will automatically rebalance the Accumulation Value allocated to Non-Accepted Funds to attain the minimum requirement.

MGWB Rebalancing Dates include the following:

1. Each Automatic MGWB Rebalancing date as shown in the Contract Schedule;

2. The day any additional premiums are paid;

3. The day any transfer/reallocation among Fixed Allocation or Other Funds occurs, whether automatic or specifically directed by you; and

4. The day of any withdrawal from Fixed Allocation or Other Funds.

Such rebalancing will occur, pro-rata, among Non-Accepted Funds and will be the last transaction processed on that date.

No MGWB Rebalancing will occur if you are entirely invested in Accepted Funds.

Lifetime Income Annuity Option

If this Rider is in Guaranteed Withdrawal Status on the Contract’s Annuity Commencement Date, you may elect to receive Lifetime Income Payments, in lieu of any other Income Plan options available under the Contract. Under this option, payments are made to the person named in equal payments for as long as the Annuitant is living. Such payments are based on the Annuitant’s sex and age on the option election date. At the Annuitant’s death, all payments cease.

A table of minimum payment factors (“Lifetime Income Annuity Factors”) under this option is shown on the last page of this Rider. However, actual payments will never be less than the greater of those derived from the factors shown in the table and those based on the MAW for the same frequency as of the Annuity Commencement Date.

AUTOMATIC PERIODIC BENEFIT STATUS

If the Contract’s Accumulation Value is reduced to zero (other than by a withdrawal exceeding the MAW) while the Rider is in Guaranteed Withdrawal Status, the status changes to Automatic Periodic Benefit Status and the MGWB Periodic Payments will become payable. If the Contract’s Accumulation Value is reduced to zero by a withdrawal which exceeds the MAW, the Contract and this Rider will terminate due to the pro-rata reduction described above under “Partial Withdrawals.”

When the Rider enters Automatic Periodic Benefit Status, the Contract is modified as follows:

1. The Contract will provide no further benefits other than as provided in this Rider;

2. No additional Premium payments will be accepted; and

3. Any other Riders attached to the Contract shall terminate unless specified otherwise in the Rider.

After this Rider enters Automatic Periodic Benefit Status, the Contract and this Rider will terminate when the Annuitant dies.

MGWB Periodic Payments

MGWB Periodic Payments will begin on the last day of the first full Contract Year following the date the Rider enters Automatic Periodic Benefit Status and will continue to be paid annually thereafter. The amount of each annual MGWB Periodic Payment will equal the MAW in effect on the date the Rider enters Automatic Periodic Benefit Status. However, if at the time this Rider enters Automatic Periodic Benefit Status, you are receiving Systematic Withdrawals under the Contract more frequently than annually, the MGWB Periodic Payments will be made at the same frequency in equal amounts such that

IU-RA-3023 4

the sum of the payments in each Contract Year will equal the annual MGWB Periodic Payment. MGWB Periodic Payments will cease at the Annuitant’s Death.

MGWB CHARGE

The charge for this Rider is a percentage of the Contract Accumulation Value as of the Deduction Date. It is deducted quarterly, in arrears, from the Accumulation Value in the Variable Separate Account Divisions, in the same proportion that the Accumulation Value in each division bears to the total Accumulation Value in the Variable Separate Account. The MGWB Charge on the Rider Date is stated in the Contract Schedule. Subject to our right to increase the charge only if the Reset Option is exercised, charges for this rider will not exceed the MGWB Charge in effect on the Rider Date but we may at any time charge less at our sole discretion. If there is insufficient Accumulation Value in the Variable Separate Account, charges will be deducted from the Fixed Division(s) nearest maturity. The Deduction Date is measured from the Contract Date. A Market Value Adjustment may be applied to charges deducted from the Fixed Division(s).

If the Contract to which this Rider is attached is terminated by surrender, cancellation or application of the Contract’s Value to an Income Benefit, the Rider Charge for that portion of the current quarter completed will be deducted from the Contract’s Accumulation Value prior to termination of the Contract.

No charge for this Rider will be assessed while it is in Automatic Periodic Benefit Status.

DEATH OR CHANGE OF OWNER/ANNUITANT

Death of Owner/Annuitant  

If this Rider is in Guaranteed Withdrawal Status, the death of the Owner (first Owner to die if there are Joint Owners), or the Annuitant if there is a non-natural Owner, will terminate this Rider. Charges for this Rider will cease on the date proof of death is received (the “claim date”). However, if the surviving spouse of the deceased Owner continues the Contract as their own, as provided in the Contract under the provision entitled “Spousal Continuation Upon Death of Owner,” this Rider also continues; provided:

1. The spouse is at least 50 years old on the date the Contract is continued; and

2. The spouse becomes the annuitant and sole Owner.

If this Rider is in the Growth Phase at the time of Spousal Continuation and no withdrawal is made prior to the Contract Anniversary after the date the Rider is continued:

1. The Rider continues in the Growth Phase;

2. The MGWB Base will be recalculated to equal the Contract’s then current Accumulation Value; and

3. MGWB Charges will be restarted and will be the same as were in effect prior to the claim date.

If this Rider is in the Withdrawal Phase at the time of Spousal Continuation or if a withdrawal is made prior to the Contract Anniversary after the date the Rider is continued:

1. The Rider will be continued in the Withdrawal Phase;

2. On the Contract Anniversary following the date Rider is continued, the MAW will be recalculated as follows:

A. If the spouse was the Annuitant prior to the claim date, the same MAW Percentage will be used;

B. If the spouse was not the Annuitant prior to the claim date, the MAW Percentage will be re-determined based on the spouse’s current actual age; and

C. The then current Contract Accumulation Value will be multiplied by the MAW Percentage determined per (A) or (B) above; and

3. MGWB Charges will be restarted on the Contract Anniversary following the date the Contract is continued and will be the same as were in effect prior to the claim date.

The MAW is considered to be zero from the claim date until the Contract Anniversary after the Rider is continued.

IU-RA-3023 5

If the Rider is in Automatic Periodic Benefit Status and the Annuitant dies, the Contract and this Rider terminate and are of no further value.

Change of Owner/Annuitant

Except as provided above under Death of Owner/Annuitant, the Annuitant may not be changed.

Except for the following specifically allowed transactions, any change in Ownership will cause this Rider to terminate and no Rider benefits will thereafter be payable:

1. A change of ownership pursuant to “Death of Owner/Annuitant” above;

2. A change of ownership from one custodian to another custodian;

3. A change of ownership from a custodian for the benefit of an individual to the same individual;

4. A change of ownership from an individual to custodian for the benefit of the same individual;

5. Collateral assignments;

6. A change in Trust as Owner where the Individual Owner and the Grantor of the Trust are the same individual;

7. A change of ownership from an individual to a Trust where the Individual Owner and the Grantor of the Trust are the same individual; and

8. A change in ownership from a trust to an individual where the Individual Owner and Grantor of the Trust is the same individual.

RIDER TERMINATION

This Rider may not be cancelled unless the Contract is terminated, other than as described in “Guaranteed Withdrawal Status” or as provided under “Death of Owner/Annuitant.”  

This Rider has no surrender value or other non-forfeiture benefits upon termination.

LIFETIME INCOME ANNUITY FACTORS

Annual Income Plan Factors for each $1,000 applied under this option calculated using the [Annuity 2000 Mortality Table] and [1.5%] interest per annum for certain ages are shown below. Income Plan Factors for other ages are available upon request.

Age	Male	Female
50 55 60 65 70 75 80 85 90	[$38.25 42.76 48.67 56.69 67.66 82.56 103.05 130.96 167.97	$35.43 39.32 44.38 51.17 60.56 74.05 93.68 122.27 161.66]

Signed;

[	/s/ Paula Cludray-Engelke	]
	Secretary

IU-RA-3023 6

EX-99

Ex. 99-B.4(n)

[Specimen Copy]

SAMPLE SCHEDULE PAGE ENTRIES

[Optional Benefit Riders -

Minimum Guaranteed Withdrawal Benefit

MGWB Charge: [.15%], deducted quarterly (annual rate [0.60%])

Maximum MGWB Charge: [.30%], deducted quarterly (annual rate [1.20%])

Rider Date: [January 15, 2005]

Ratchet Dates: [Each Quarterly Contract Anniversary following the

Rider Date]

Reset Option Date: [12 months after the Rider enters the Withdrawal Phase]

Reset Waiting Period: [12 months]

Reset Charge Lock Period: [The first 5 Contract Years]

Automatic MGWB [Each Contract Anniversary following the

Rebalancing Dates: Rider Date]

Accepted Funds: [Lifestyle Moderate, Lifestyle Moderate Growth, Lifestyle Growth, MarketPro, Liquid Assets, Fixed Division(s)]

Fixed Allocation Funds: [VP Intermediate Bond Fund]

Minimum Fixed Allocation Fund [20%] of Accumulation Value allocated to Non-Accepted

Percentage: Funds

Annuitant’s Age on Date Withdrawal Phase Begins	Maximum Annual Withdrawal Percentage
[0-59	4%
60-75	5%
76-80	6%
81+	7%]]

Maximum Annual

Withdrawal Percentage:

EX-99

Exhibit 99B.10- 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 reports dated March 18, 2005 with respect to the financial statements and schedules 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 in Post-Effective Amendment No. 11 to the Registration Statement (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. 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 financial statements taken as a whole, present fairly in all material respects the information set forth therein.

/s/ Ernst & Young, LLP

Atlanta, Georgia

December 20, 2005

EX-99

Ex. 99-B(5)(b)

Annuities

VARIABLEANNUITYAPPLICATION

INGUSAAnnuity and Life InsuranceCompany(“ING USA”)

Service Office: P.O. Box 9271, Des Moines, IA 50306-9271

Overnight Address: 909 Locust Street, Des Moines, IA 50309-2899; Phone:800-366-0066

For Agent Use Only: Clients Account Number:

If this customer data form is being signed in a state other than the owner's resident state, please specify the state where

the business was solicited and the purpose of the visit

1. OWNER/ANNUITANT

Name Trust Date

SSN/TIN DOB Male Female

Permanent Street Address

City State Zip

Phone # Email Address

2. BENEFICIARY(IES)(Must be completed. Please refer to prospectus for details.)

Primary Beneficiary

Name Birth Date Percent %

SSN/TIN Relationship to Annuitant

Address

Primary Contingent Beneficiary

Name Birth Date Percent %

SSN/TIN Relationship to Annuitant

Address

Primary Contingent Beneficiary

Name Birth Date Percent %

SSN/TIN Relationship to Annuitant

Address

Primary Contingent Beneficiary

Name Birth Date Percent %

SSN/TIN Relationship to Annuitant

Address

Please use the space in section 9 if you need to list more Beneficiaries. Be sure to designate whether additional Beneficiaries are Primary or Contingent. If no percentages are provided, beneficiary proceeds will be split equally.

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3. PRODUCT SELECTION

ING Retirement Solutions Rollover Choice Variable Annuity

4. PLAN TYPE FOR NEW CONTRACT (Qualified or Non-Qualified. Select One.)

Non-Qualified:	Non-qualified
	Non-qualified Transfer/1035 Exchange ("Like to Like" transfer)

Qualified:	IRA	IRA Transfer	IRA Rollover from Qualified Plan
	TSA/403(b)	Qualified Other

If this is an IRA contribution, please indicate the amount and the tax year.

Roth IRA. If this is a transfer, provide the original conversion/establishment date and amount:

5. AVAILABLE OPTIONS

Death Benefit Option Packages (Select one. If no selection is made, the death benefit will default to "Option Package I".)

A.	Option Package I
B.	Option Package II
C.	Option Package III

Death Benefit, withdrawal options and expenses will vary depending on the Option Package chosen. Please refer to your prospectus for further details on the Option Packages available under this contract.

Optional Living Benefit (Select one.)

Minimum Guaranteed Income Benefit (MGIB)

LifePay (Available in AK, AL, AR, AZ, CA, CO, CT, DC, DE, FL, GA, HI, IA, ID, IL, IN, KS, KY, LA, MD, ME, MI,

MO,MS, MT, NC, ND, NH, NJ, NM, NV, OH, OK, PA, RI, SC, SD, TN, TX, VA, VT, WA, WI, WV, and WY.) Funs must be allocated per LifePay requirements detailed on page 4. Read your prospectus carefully regarding details about LifePay. Applications that do not comply with these requirements will be deemed not in good order, and the contract will not be issued until correct investment instructions are received. If you choose LifePay, use only section 7B to complete your allocation selection.

6. PAYMENT INFORMATION (Make checks payable to ING USA Annuity and Life Insurance Company.)

Initial Premium Paid: $

Estimated amount of Transfer/1035 Exchange: $

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7A. ALLOCATION SELECTION – USE IF YOU HAVE NOT ELECTED THE LIFEPAY BENEFIT OPTION

Complete page 4, Section 7B if you have elected the LifePay Benefit Option.

To elect an optional DCA transfer program, allocate money to ING Liquid Assets, 6-Month DCA, or 12-Month DCA, and indicate the funds the DCA is to go to by writing percentages in the "DCA (Optional)" columns. Enter allocations in whole percentages. The initial and DCA allocations must each total 100%.

Monthly transfer amount $________ (Maximum 1/12 of amount allocated to divisions below. Not applicable for 6-Month DCA.)

Variable Investments¹

Initial (Required)			DCA (Optional)		Initial (Required)			DCA (Optional)
	%	Fidelity® VIP Contrafund		%		%	ING Solution 2025		%
	%	Fidelity® VIP Equity-Income		%		%	ING Solution 2035		%
	%	Fidelity® VIP Growth		%		%	ING Solution 2045		%
	%	Fidelity® VIP Overseas		%		%	ING Solution Income		%
	%	Franklin Small Cap Value Securities		%		%	ING T. Rowe Price Diversified Mid Cap Growth		%
	%	ING American Century Large Company Value		%		%	ING T. Rowe Price Equity Income		%
	%	ING American Century Select		%		%	ING T. Rowe Price Growth Equity		%
	%	ING American Century Small Cap Value		%		%	ING UBS U.S. Large Cap Equity		%
	%	ING American Funds Growth		%		%	ING Van Kampen Comstock Fund		%
	%	ING American Funds Growth-Income		%		%	ING Van Kampen Equity and Income		%
	%	ING American Funds International		%		%	ING VP Balanced		%
	%	ING Baron Small Cap Growth		%		%	ING VP Financial Services		%
	%	ING Evergreen Omega		%		%	ING VP Global Science and Technology		%
	%	ING Fundamental Research		%		%	ING VP Growth		%
	%	ING GET U.S. Core	N/A			%	ING VP Growth and Income		%
	%	ING Goldman Sachs Capital Growth		%		%	ING VP Index Plus LargeCap		%
	%	ING JPMorgan Fleming International		%		%	ING VP Index Plus MidCap		%
	%	ING JPMorgan Mid Cap Value		%		%	ING VP Index Plus SmallCap		%
	%	ING Legg Mason Value		%		%	ING VP Intermediate Bond2		%
	%	ING Liquid Assets2		%		%	ING VP International Equity		%
	%	ING MFS Capital Opportunities		%		%	ING VP International Value		%
	%	ING MFS Total Return		%		%	ING VP LargeCap Growth		%
	%	ING OpCap Balanced Value		%		%	ING VP MidCap Opportunities		%
	%	ING Oppenheimer Global		%		%	ING VP Real Estate		%
	%	ING Oppenheimer Strategic Income2		%		%	ING VP SmallCap Opportunities		%
	%	ING PIMCO Core Bond2		%		%	ING VP Small Company		%
	%	ING PIMCO High Yield		%		%	ING VP Strategic Allocation Balanced		%
	%	ING PIMCO Total Return2		%		%	ING VP Strategic Allocation Growth		%
	%	ING Pioneer Fund		%		%	ING VP Strategic Allocation Income		%
	%	ING Pioneer Mid Cap Value		%		%	ING VP Value Opportunity		%
	%	ING Salomon Bros. Aggressive Growth		%		%	Oppenheimer Main Street Small Cap		%
	%	ING Salomon Bros. Fundamental Value		%		%	PIMCO VIT Real Return		%
	%	ING Solution 2015		%		%	Pioneer Equity-Income VCT		%

Fixed Investment Options³

(Not Available in MD, WA & OR.)

%	6-Month DCA	N/A	%	Fixed Account 5-Year Term	N/A
%	12-Month DCA	N/A	%	Fixed Account 7-Year Term	N/A

Note: If you elect a series of the GET U.S. Core Portfolio ("GET Fund"), please note that during the offering period your contract value will be invested in a fixed interest allocation until the commencement of the guarantee period for that portfolio.

¹ The available share class is subject to service and/or 12b-1 fees.

² These portfolios are "special funds." Transfers to and from and amounts invested in these portfolios may affect death benefit and living benefit guarantees.

³ May not be available in all states. Read the appropriate Prospectus and any Prospectus Supplements for more information.

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7B. ALLOCATION SELECTION – USE IF YOU HAVE ELECTED THE LIFEPAY BENEFIT OPTION

Complete page 3, Section 7A if you did not elect the LifePay Benefit Option.

Enter allocations in whole percentages according to the following options. Dollar Cost Averaging (DCA) allocations also must follow the option limitations.

To elect an optional DCA transfer program, allocate money to either 6-Month DCA or 12-Month DCA, and indicate the funds the DCA is to go to by writing percentages in the "DCA (Optional)" columns. The initial and DCA allocations must each total 100%.

Monthly transfer amount $_____________ (Maximum 1/12 of amount allocated to divisions below. Not applicable for 6-Month DCA.)

Option 1 - You may allocate entirely among Accepted Funds without restriction.

Option 2 - You may elect not to allocate any account value to Accepted Funds and allocate entirely among LifePay Fixed Allocation Fund(s) and Other Funds. However, at least 20% of the account value must be invested in LifePay Fixed Allocation Fund(s).

Option 3 - You may allocate among a combination of Accepted Funds, LifePay Fixed Allocation Fund(s), and Other Funds. However, at least 20% of the account value not invested in Accepted Funds must be invested in LifePay Fixed Allocation Fund(s).

Accepted Funds

Initial (Required)		Variable Investments1,3	DCA (Optional)		Initial (Required)		Fixed Investments3		DCA (Optional)
	%	ING Solution 2015		%		%		6-Month DCA	N/A
	%	ING Solution 2025		%		%		12-Month DCA	N/A
	%	ING Solution 2035		%		%		Fixed Account 1-Year Term	N/A
	%	ING Solution Income Portfolio		%		%		Fixed Account 3-Year Term	N/A
	%	ING Liquid Assets2		%

LifePay Fixed Allocation Fund(s)

%	ING VP Intermediate Bond	%	%	Fixed Account 5-Year Term	N/A
			%	Fixed Account 7-Year Term	N/A

Other Funds^1,3

Initial (Required)			DCA (Optional)		Initial (Required)			DCA (Optional)
	%	Fidelity® VIP Contrafund		%		%	ING Solution 2045		%
	%	Fidelity® VIP Equity-Income		%		%	ING Solution Income		%
	%	Fidelity® VIP Growth		%		%	ING T. Rowe Price Diversified Mid Cap Growth		%
	%	Fidelity® VIP Overseas		%		%	ING T. Rowe Price Equity Income		%
	%	Franklin Small Cap Value Securities		%		%	ING T. Rowe Price Growth Equity		%
	%	ING American Century Large Company Value		%		%	ING UBS U.S. Large Cap Equity		%
	%	ING American Century Select		%		%	ING Van Kampen Comstock Fund		%
	%	ING American Century Small Cap Value		%		%	ING Van Kampen Equity and Income		%
	%	ING American Funds Growth		%		%	ING VP Balanced		%
	%	ING American Funds Growth-Income		%		%	ING VP Financial Services		%
	%	ING American Funds International		%		%	ING VP Global Science and Technology		%
	%	ING Baron Small Cap Growth		%		%	ING VP Growth		%
	%	ING Evergreen Omega		%		%	ING VP Growth and Income		%
	%	ING Fundamental Research		%		%	ING VP Index Plus LargeCap		%
	%	ING GET U.S. Core	N/A			%	ING VP Index Plus MidCap		%
	%	ING Goldman Sachs Capital Growth		%		%	ING VP Index Plus SmallCap		%
	%	ING JPMorgan Fleming International		%		%	ING VP International Equity		%
	%	ING JPMorgan Mid Cap Value		%		%	ING VP International Value		%
	%	ING Legg Mason Value		%		%	ING VP LargeCap Growth		%
	%	ING MFS Capital Opportunities		%		%	ING VP MidCap Opportunities		%
	%	ING MFS Total Return		%		%	ING VP Real Estate		%
	%	ING OpCap Balanced Value		%		%	ING VP SmallCap Opportunities		%
	%	ING Oppenheimer Global		%		%	ING VP Small Company		%
	%	ING Oppenheimer Strategic Income2		%		%	ING VP Strategic Allocation Balanced		%
	%	ING PIMCO Core Bond2		%		%	ING VP Strategic Allocation Growth		%
	%	ING PIMCO High Yield		%		%	ING VP Strategic Allocation Income		%
	%	ING PIMCO Total Return2		%		%	ING VP Value Opportunity		%
	%	ING Pioneer Fund		%		%	Oppenheimer Main Street Small Cap		%
	%	ING Pioneer Mid Cap Value		%		%	PIMCO VIT Real Return		%
	%	ING Salomon Bros. Aggressive Growth		%		%	Pioneer Equity-Income VCT		%
	%	ING Salomon Bros. Fundamental Value		%		%			%

¹ The available share class is subject to service and/or (12b-1) fees.

² Death benefit and living benefit guarantees may be affected by amounts invested in or transferred to and from these investment options.

³ DCA does not ensure a profit or guarantee against loss in a declining market.

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8. OPTIONAL AUTOMATIC PROGRAM

OPTIONAL SYSTEMATIC PARTIAL WITHDRAWALS (Select one below.)

To have your withdrawals deposited into your bank account, please complete the bank account information on page 6.

Maximum Amount available free of deferred sales charge.

Maximum Annual Withdrawal under LifePay

Specified systematic Payment $________________________________ ($100.00 Minimum)

Specified Percentage ________________%

Frequency: Monthly Quarterly Annually

Day of Month Beginning the month of Year

Withdrawals must wait 30 days after the investment date to begin.

I do not want income tax withheld.

I would like the following income tax withheld:

Federal $__________ or %________ State $__________ or %________

If the income tax election is not selected, a 10% federal income tax and any state-mandated income tax will be automatically withheld from the taxable amount on any distribution. If you do not elect withholding or if you do not have enough tax withheld, you are liable for payment of federal income tax on the taxable portion of your distribution. You may also be subject to tax penalties under the estimated tax payment rules if your payments of estimated tax and withholding are inadequate.

Check here if you do not wish to reduce the dollar amount of this withdrawal in the event of a surrender charge. (Please note that

your initial dollar amount cannot be higher than the maximum available. Going over the maximum available may incur a surrender charge and may have an adverse effect on the death benefit amounts.)

OPTIONAL ACCOUNT REBALANCING PROGRAM (May not use with DCA. Minimum $10,000 contract value required.)

Account Rebalancing will begin the last business day of the period selected below and re-occur the last business days of each subsequent period. Please consult your prospectus for details regarding this feature as well as restrictions, minimum or maximum limitations, fees and other applicable information. Automatic Allocation Rebalancing does not apply to the Fixed Allocation(s) and cannot be elected if you participate in Dollar Cost Averaging. The percentages will be proportionally recalculated for subsequent reallocations if you have chosen a Fixed Allocation Election. Any subsequent reallocation, add-on or partial withdrawal you direct, other than on a pro rata basis, will terminate this program.

Please rebalance my portfolio to the allocation on this form: Quarterly Semi-Annually Annually

Account Rebalancing Program is not permitted into the ING GET U.S. Core Portfolio.

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8. OPTIONAL AUTOMATIC PROGRAMS (continued)

OPTIONAL PRE-AUTHORIZED PAYMENT PLAN (Complete bank account information below.)

To have ING USA withdraw payments from your bank account and deposit them into your annuity contract, please complete the Bank Account Information section below.

I understand that all payments made will be allocated pro rata according to the initial allocations entered on this form. I understand and agree to indemnify ING USA for any costs incurred should there be insufficient funds in the below listed account. I further understand that ING USA may sell sufficient investments in the divisions underlying my contract to recover the full amount of the debit entry.

Deduction Frequency: Monthly Quarterly Semi-Annually Annually

Amount ($25.00 Minimum) Date to Start Transfer

BANK ACCOUNT INFORMATION (Please verify this information with your bank prior to submission.)

I hereby authorize ING USA to initiate a debit/credit entry(ies) to the account indicated below and in the amount and frequency listed above. This authorization shall remain in force until I give ING USA written notice of termination of this authorization and sufficient time to process. A voided check is required for a checking account. A voided personalized preprinted deposit slip is required for a savings account.

Bank Name

Bank Routing/ABA Number Bank Phone Number

Bank Address City State Zip

Bank Account Number Bank Account Type: Checking Savings

TAPE VOIDED

CHECK HERE

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9. SPECIAL REMARKS

10. IMPORTANT NOTICE REGARDING REPLACEMENT

Do you currently have any existing annuity or life insurance policies or coverage?

Yes (Please continue below.) No (Proceed to section 11.)

Thispurchasemayinvolvediscontinuingorchanginganexistingpolicyorcontract.Ifso,areplacementisoccurring.Financedpurchasesarealsoconsideredreplacements.

Areplacementoccurswhenanewpolicyorcontractispurchasedandinconnectionwiththesaleyoudiscontinuemakingpremiumpaymentsontheexistingpolicyorcontractoranexistingpolicyorcontractissurrendered,forfeited,assignedtothereplacinginsurerorotherwiseterminatedorusedinafinancedpurchase.

Afinancedpurchaseoccurswhenthepurchaseofanewlifeinsurancepolicyoranannuitycontractinvolvestheuseoffundsobtainedbythewithdrawalorsurrenderoforbyborrowingsomeorallofthepolicyvaluesincludingaccumulateddividendsofanexistingpolicytopayallorpartofanypremiumorpaymentdueonthenewpolicy.Afinancedpurchaseisareplacement.

Youshouldcarefullyconsiderwhetherareplacementisinyourbestinterest.Youwillpayacquisitioncostsandtheremaybesurrendercostsdeductedfromyourpolicyorcontract.Youmaybeabletomakechangestoyourexistingpolicyorcontracttomeetyourinsuranceneedsatlesscost.Afinancedpurchasewillreducethevalueofyourexistingpolicyandmayreducetheamountpaiduponthedeathoftheinsured.

Wewantyoutounderstandtheeffectsofreplacementsbeforeyoumakeyourpurchasedecisionandaskthatyouanswerthefollowingquestions.

1.Areyouconsideringdiscontinuingmakingpremiumpayments,surrendering,forfeiting,assigningtotheinsurer,orotherwiseterminatingyourexistingpolicyorcontract?

Yes No

2.Are you considering using funds from your existing policies or contracts to pay premiums due on this new policy or contract?

Yes No

Ifyouanswered“Yes”toeitheroftheabovequestions,pleasecompleteandreturnwiththisformacopyofanystatereplacementform(s),ifapplicable.

Idonotwantthisnoticereadaloudtome,________(Owner/ApplicantsmustinitialhereONLYiftheydonotwanttheabovenoticereadaloud.)

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11. TELEPHONE REALLOCATION AUTHORIZATION

I authorize ING USA to act upon reallocation instructions, given by electronic means or voice command from the agent named in section 14 and/or the following individuals listed below upon furnishing their Social Security Number or alternative identification number.

I authorize the agent, the Owner must initial: _______________

Provide the name and Social Security Number of other authorized individuals below¹:

Name	SSN
Name	SSN

Neither ING USA nor any person authorized by ING USA will be responsible for any claim, loss, liability or expense if the company or authorized person acts in good faith in reliance upon this authorization in connection with oral/electronic instructions. ING USA will continue to act upon this authorization until such time as the person indicated above is no longer affiliated with the broker/dealer under which my contract was purchased or until such time as I notify ING USA in writing of a change in instructions. ING USA may discontinue or limit this privilege at any time.

¹If the authorized person's SSN is not provided, the individual will not be authorized.

12. STATE REQUIRED NOTICES

Belowarenoticesthatapplyonlyincertainstates.Pleasereadthefollowingcarefullytoseeifanyapplyinyourstate.

Arizona:Onreceivingyourwrittenrequest,wewillprovideyouwithinformationregardingthebenefitsandprovisionsoftheannuitycontractforwhichyouhaveapplied.Ifyouarenotsatisfied,youmaycancelyourcontractbyreturningitwithin20daysafterthedateyoureceiveit.Anypremiumpaidforthereturnedcontractwillberefundedwithoutinterest.

CaliforniaReg.789.8:Thesaleorliquidationofanyassetinordertobuyinsurance,eitherlifeinsuranceoranannuitycontract,mayhavetaxconsequences.Terminatinganylifeinsurancepolicyorannuitycontractmayhaveearlywithdrawalpenaltiesorothercostsorpenalties,aswellastaxconsequences.Youmaywishtoconsultindependentlegalorfinancialadvicebeforethesaleorliquidationofanyassetandbeforethepurchaseofanylifeinsuranceorannuitycontract.

Colorado:Itisunlawfultoknowinglyprovidefalse,incomplete,ormisleadingfactsorinformationtoaninsurancecompanyforthepurposeofdefraudingorattemptingtodefraudthecompany.Penaltiesmayincludeimprisonment,fines,denialofinsuranceandcivildamages.Anyinsurancecompanyoragentofaninsurancecompanywhoknowinglyprovidesfalse,incomplete,ormisleadingfactsorinformationtoapolicyholderorclaimantforthepurposeofdefraudingorattemptingtodefraudthepolicyholderorclaimantwithregardtoasettlementorawardpayablefrominsuranceproceedsshallbereportedtotheColoradodivisionofinsurancewithinthedepartmentofregulatoryagencies.

Florida:Anypersonwhoknowinglyandwithintenttoinjure,defraud,ordeceiveanyinsurerfilesastatementofclaimoranapplicationcontainingfalse,incomplete,ormisleadinginformationisguiltyofafelonyofthethirddegree.

Kentucky:Anypersonwhoknowinglyandwithintenttodefraudanyinsurancecompanyorotherpersonfilesanapplicationforinsurancecontaininganymateriallyfalseinformationorconceals,forthepurposeofmisleading,informationconcerninganyfactmaterialtheretocommitsafraudulentinsuranceact,whichisacrime.

NewJersey:Anypersonwhoincludesanyfalseormisleadinginformationonanapplicationforaninsurancepolicyissubjecttocriminalandcivilpenalties.

Ohio:Anypersonwho,withintenttodefraudorknowingthatheisfacilitatingafraudagainstaninsurer,submitsanapplicationorfilesaclaimcontainingafalseordeceptivestatementisguiltyofinsurancefraud.

Pennsylvania:Anypersonwhoknowinglyandwithintenttodefraudanyinsurancecompanyorotherpersonfilesanapplicationforinsuranceorstatementofclaimcontaininganymateriallyfalseinformationorconcealsforthepurposeofmisleading,informationconcerninganyfactmaterialtheretocommitsafraudulentinsuranceact,whichisacrimeandsubjectssuchpersontocriminalandcivilpenalties.

Virginia:Anypersonwho,withtheintenttodefraudorknowingthatheisfacilitatingafraudagainstaninsurer,submitsanapplicationorfilesaclaimcontainingafalseordeceptivestatementmayhaveviolatedthestatelaw.

Arkansas,WashingtonD.C.,Hawaii,Louisiana,Maine,NewMexico,Oklahoma,andTennessee:Anypersonwhoknowinglyandwithintenttoinjure,defraudordeceiveanyinsurancecompany,submitsanapplicationforinsurancecontaininganymateriallyfalse,incomplete,ormisleadinginformation,orconcealsforthepurposeofmisleading,anymaterialfact,isguiltyofinsurancefraud,whichisacrimeandincertainstates,afelony.Penaltiesmayincludeimprisonment,fine,denialofbenefits,orcivildamages.

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13. APPLICANT SIGNATURES AND ACKNOWLEDGEMENTS

(Please read carefully, fill in all requested information, and sign below.)

Important information: To help the government fight the funding for terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means to you: when you apply for an annuity, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver's license or other identifying documents.

By signing below, I acknowledge receipt of the Prospectus. I agree that, to the best of my knowledge and belief, all statements and answers in this form are complete and true and may be relied upon in determining whether to issue the applied for variable annuity. Only the owner and ING USA Annuity and Life Insurance Company have the authority to modify this form.

The Annuity applied for does not take effect until ING USA Annuity and Life Insurance Company receives the premium payment. Make checks payable ONLY to ING USA Annuity and Life Insurance Company. Do not make checks payable to the agent, an agency or other company.

Variable Annuities and the underlying series shares or securities which fund them are not insured by the FDIC or any other agency. They are not deposits or other obligations of any bank and are not bank guaranteed. They are also subject to market fluctuation, investment risk and possible loss of principal invested.

I understand that when based on the investment experience of the Separate Account Division, the variable annuity cash surrender values may increase or decrease on any day and that no minimum value is guaranteed. The variable annuity applied for is in accord with my anticipated financial objectives.

I understand the value allocated to any Account subject to a Market Value Adjustment may increase or decrease if surrendered or withdrawn prior to a specified date(s) as stated in the contract.

I also represent that the Social Security Number or Tax Identification Number shown on this form is correct.

Owner Signature

Signed at (City, State) Date

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14. AGENT INFORMATION AND SIGNATURE

Do you have any reason to believe that the contract applied for will replace any existing annuity or life insurance coverage?

Yes No (If "Yes", complete and attach a copy of any state replacement forms that apply.)

If your state has adopted the NAIC Model Replacement Regulation or other state specific replacement regulations, did you remember to do the following?

Provide any required replacement notice to the client and offer to read it aloud? (Note: If either of the questions in

Replacement Section 10 is answered "Yes", you must provide a replacement notice.)

Complete the replacement notice for your state if another insurance contract is being replaced?

Complete any required state specific paperwork?

By signing below you certify: 1) any sales material was shown to the applicant and a copy was left with the applicant, 2) you used only insurer-approved sales material, 3) you have not made statements that differ from the sales material, and 4) no promises were made about the future value of any contract elements that are not guaranteed. (This includes any expected future index gains that may apply to this contract.)

Comp

Compensation Alternative

Option A

Comp

Check here if there is more than one agent on this contract.

Split for Agent #1 %, Agent #2 %, Agent #3 %

Please note: Compensation will be split equally if no percentages are indicated. Partial percentages will be rounded up. Agent #1 will be given the highest percentage in the case of unequal percentages. Agent #1 will receive all correspondence regarding the policy.

Comp

Agent #1

Print Name Signature

SSN Agent Phone

FL License#/Broker Code Broker/Dealer Branch

Agent #2

Print Name Signature

SSN Agent Phone

FL License#/Broker Code Broker/Dealer Branch

Agent #3

Print Name Signature

SSN Agent Phone

FL License#/Broker Code Broker/Dealer Branch

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EX-99

Ex. 99-B.8(dd)

Amendment to Participation Agreement

Among

ING Partners, Inc.

ING Life Insurance and Annuity Company

ING Financial Advisers, LLC

and

Golden American Life Insurance Company

This Amendment is dated as of 1st day of May, 2003 by and between ING Partners, Inc. (the “Fund”), ING Life Insurance and Annuity Company (the “Adviser”), Golden American Life Insurance Company (the “Company”) (collectively, the “Parties”).

WHEREAS, the Parties entered into a Participation Agreement on July 13, 2001 (the “Agreement”) and subsequently amended September 1, 2001;

WHEREAS, the Parties desire to further amend said Agreement in the manner hereinafter set forth;

NOW THEREFORE, the parties hereby amend the Agreement in the following form:

1. To add ING Financial Advisers, LLC (the “Distributor”) as a party to said Agreement.

2. By replacing the existing Schedule B with the Schedule B attached hereto.

3. All of the other provisions contained in the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their duly authorized signatories as of the date and year first above written.

ING Partners, Inc.		ING Life Insurance and Annuity Company
By:	\s\ Laurie M. Tillinghast	By:	\s\ Laurie M. Tillinghast
	Laurie M. Tillinghast		Laurie M. Tillinghast
	President		Vice President

ING Financial Advisers, LLC		ING USA Annuity and Life Insurance Company
By:	\s\ Christina Lareau	By:	\s\ David L. Jacobson
Name:	Christina Lareau		David L. Jacobson
Title:	Vice President		Vice President

SCHEDULE B

ING Partners, Inc.

Designated Portfolios

ING Alger Growth Portfolio - Initial, Adviser and Service Class

ING Alger Aggressive Growth Portfolio - Initial, Adviser and Service Class

ING Alger Capital Appreciation Portfolio - Initial, Adviser and Service Class

ING American Century Small Cap Value Portfolio - Initial, Adviser and Service Class

ING Baron Small Cap Growth Portfolio - Initial, Adviser and Service Class

ING DSI Enhanced Index Portfolio - Initial, Adviser and Service Class

ING Goldman Sachs® Capital Growth Portfolio* - Initial, Adviser and Service Class

ING Goldman Sachs® Core Equity Portfolio* - Initial, Adviser and Service Class

ING JPMorgan Fleming International Portfolio - Initial, Adviser and Service Class

ING JPMorgan Mid Cap Value Portfolio - Initial, Adviser and Service Class

ING MFS Capital Opportunities Portfolio - Initial, Adviser and Service Class

ING MFS Global Growth Portfolio - Initial, Adviser and Service Class

ING MFS Research Equity Portfolio - Initial, Adviser and Service Class

ING OpCap Balanced Value Portfolio - Initial, Adviser and Service Class

ING PIMCO Total Return Portfolio - Initial, Adviser and Service Class

ING Salomon Brothers Aggressive Growth Portfolio - Initial, Adviser and Service Class

ING Salomon Brothers Investors Value Portfolio - Initial, Adviser and Service Class

ING Salomon Brothers Fundamental Value Portfolio - Initial, Adviser and Service Class

ING T. Rowe Price Growth Equity Portfolio - Initial, Adviser and Service Class

ING UBS Tactical Asset Allocation Portfolio - Initial, Adviser and Service Class

ING Van Kampen Comstock Portfolio - Initial, Adviser and Service Class

______________

*Goldman Sachs® is a registered service mark of Goldman, Sachs & Co., and it is used by agreement with Goldman, Sachs & Co.

2

EX-99

Ex. 99-B.8(ee)

Amendment to Participation Agreement

Among

ING Partners, Inc.

ING Life Insurance and Annuity Company

ING Financial Advisers, LLC

and

ING USA Annuity and Life Insurance Company

(formerly, Golden American Life Insurance Company)

This Amendment is dated as of 1st day of November, 2004 by and between ING Partners, Inc. (the “Fund”), ING Life Insurance and Annuity Company (the “Adviser”), ING Financial Advisers, LLC (the “Distributor”) and ING USA Annuity and Life Insurance Company (formerly, Golden American Life Insurance Company) (the “Company”) (collectively, the “Parties”).

WHEREAS, the Parties entered into a Participation Agreement on July 13, 2001 (the “Agreement”) and subsequently amended the Agreement on September 1, 2001 and May 1, 2003;

WHEREAS, the Parties desire to further amend said Agreement in the manner hereinafter set forth;

NOW THEREFORE, the parties hereby amend the Agreement in the following form:

1. By replacing the existing Schedule B with the Schedule B attached hereto.

2. All of the other provisions contained in the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their duly authorized signatories as of the date and year first above written.

ING Partners, Inc.		ING Life Insurance and Annuity Company
By:	\s\ James M. Hennessy	By:	\s\ Laurie M. Tillinghast
	James M. Hennessy		Laurie M. Tillinghast
	President		Vice President

ING Financial Advisers, LLC		ING USA Annuity and Life Insurance Company
By:	\s\ Terran R. Titus	By:	\s\ David L. Jacobson
Name:	Terran R. Titus		David L. Jacobson
Title:	VP, Advisory Services		Vice President

\\Twrp-oa-007\twrsardoc\SEC GROUP\333-70600 ING ROLLOVER CHOICE\2005\PEA #11 485b 12-05 LifePay Suppl\EXHIBITS PEA #11\ex99b8eeamd11104topaipi.htm

SCHEDULE B

ING Partners, Inc.

Designated Portfolios

ING Aeltus Enhanced Index Portfolio - Initial, Adviser and Service Class

ING Alger Growth Portfolio - Initial, Adviser and Service Class

ING Alger Aggressive Growth Portfolio - Initial, Adviser and Service Class

ING Alger Capital Appreciation Portfolio - Initial, Adviser and Service Class

ING American Century Small Cap Value Portfolio - Initial, Adviser and Service Class

ING Baron Small Cap Growth Portfolio - Initial, Adviser and Service Class

ING Fidelity® VIP Contrafund® Portfolio** - Initial, Adviser and Service Class

ING Fidelity® VIP Growth Portfolio - Initial, Adviser and Service Class

ING Fidelity® VIP Value Strategies Portfolio - Initial, Adviser and Service Class

ING Fidelity® VIP Equity-Income Portfolio - Initial, Adviser and Service Class

ING Fidelity® VIP Mid Cap Portfolio - Initial, Adviser and Service Class

ING Goldman Sachs® Capital Growth Portfolio* - Initial, Adviser and Service Class

ING Goldman Sachs® Core Equity Portfolio* - Initial, Adviser and Service Class

ING JPMorgan Fleming International Portfolio - Initial, Adviser and Service Class

ING JPMorgan Mid Cap Value Portfolio - Initial, Adviser and Service Class

ING MFS Capital Opportunities Portfolio - Initial, Adviser and Service Class

ING MFS Global Growth Portfolio - Initial, Adviser and Service Class

ING OpCap Balanced Value Portfolio - Initial, Adviser and Service Class

ING Oppenheimer Strategic Income Portfolio - Initial, Adviser and Service Class

ING PIMCO Total Return Portfolio - Initial, Adviser and Service Class

ING Salomon Brothers Aggressive Growth Portfolio - Initial, Adviser and Service Class

ING Salomon Brothers Investors Value Portfolio - Initial, Adviser and Service Class

ING Salomon Brothers Fundamental Value Portfolio - Initial, Adviser and Service Class

ING T. Rowe Price Growth Equity Portfolio - Initial, Adviser and Service Class

ING UBS U.S. Allocation Portfolio - Initial, Adviser and Service Class

ING UBS U.S. Large Cap Equity Portfolio - Initial, Adviser and Service Class

ING Van Kampen Comstock Portfolio - Initial, Adviser and Service Class

______________

*Goldman Sachs® is a registered service mark of Goldman, Sachs & Co., and it is used by agreement with Goldman, Sachs & Co.

** Fidelity® and Contrafund® are registered trademarks of FMR Corp.

2

EX-99

Ex. 99-B.8(ii)

Amendment to ING Partners, Inc.

Shareholder Servicing Agreement

Service Class Shares

This Amendment is dated as of the 1st day of November, 2004 by and between ING Partners, Inc. (the “Fund”) and ING USA Annuity and Life Insurance Company (formerly Golden American Life Insurance Company of America) (the “Service Organization”) (collectively, the “Parties”).

WHEREAS, the Parties entered into a Shareholder Servicing Agreement on January 1, 2002, as amended (the “Agreement”);

WHEREAS, the Parties desire to further amend said Agreement in the manner hereinafter set forth;

NOW THEREFORE, the parties hereby amend the Agreement in the following form:

1. By replacing the existing Schedule A with the Amended Schedule A attached hereto.

2. All of the other provisions contained in the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their duly authorized signatories as of the date and year first above written.

ING Partners, Inc.

By:		\s\ James M. Hennessy
	Name: James M. Hennessy
Title:		President

ING USA Annuity and Life Insurance Company

By:		\s\ David L. Jacobson
	Name: David L. Jacobson
Title:		Vice President

1

AMENDED SCHEDULE A

Service Class shares of the following ING Partners, Inc. portfolios:

	Annual Rate
ING Aeltus Enhanced Index Portfolio	___%
ING Alger Aggressive Growth Portfolio	___%
ING Alger Capital Appreciation Portfolio	___%
ING Alger Growth Portfolio	___%
ING American Century Small Cap Value Portfolio	___%
ING Baron Small Cap Growth Portfolio	___%
ING Fidelity® VIP Contrafund® Portfolio	___%
ING Fidelity® VIP Equity Income Portfolio	___%
ING Fidelity® VIP Growth Portfolio	___%
ING Fidelity® VIP Mid Cap Portfolio	___%
ING Goldman Sachs® Capital Growth Portfolio	___%
ING Goldman Sachs® Core Equity Portfolio	___%
ING JPMorgan Fleming International Portfolio	___%
ING JPMorgan Mid Cap Value Portfolio	___%
ING MFS Capital Opportunities Portfolio	___%
ING MFS Global Growth Portfolio	___%
ING OpCap Balanced Value Portfolio	___%
ING Oppenheimer Strategic Income Portfolio	___%
ING PIMCO Total Return Portfolio	___%
ING Salomon Brothers Aggressive Growth Portfolio	___%
ING Salomon Brothers Fundamental Value Portfolio	___%
ING Salomon Brothers Investors Value Portfolio	___%
ING T. Rowe Price Growth Equity Portfolio	___%
ING UBS U.S. Allocation Portfolio	___%
ING UBS U.S. Large Cap Equity Portfolio	___%
ING Van Kampen Comstock Portfolio	___%

2

EX-99

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

December 23, 2005

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Attention: Filing Desk

Re: ING USA Annuity and Life Insurance Company and its Separate Account B

Post-Effective Amendment No. 11 to Registration Statement on Form N-4

Prospectus Title: Retirement Solutions – ING Rollover Choice^SM 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. 11. 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-99

Ex. 99-B.8(ff)

Amendment to Participation Agreement

Among

ING Partners, Inc.

ING Life Insurance and Annuity Company

ING Financial Advisers, LLC

and

ING USA Annuity and Life Insurance Company

This Amendment is dated as of 29th day of April, 2005 by and between ING Partners, Inc. (the “Fund”), ING Life Insurance and Annuity Company (the “Adviser”), ING Financial Advisers, LLC (the “Distributor”) and ING USA Annuity and Life Insurance Company (the “Company”) (collectively, the “Parties”).

WHEREAS, the Parties entered into a Participation Agreement on July 13, 2001 (the “Agreement”) and subsequently amended the Agreement on September 1, 2001, May 1, 2003 and November 1, 2004;

WHEREAS, the Parties desire to further amend said Agreement in the manner hereinafter set forth;

NOW THEREFORE, the parties hereby amend the Agreement in the following form:

1. By replacing the existing Schedule B with the Amended Schedule B attached hereto.

2. All of the other provisions contained in the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their duly authorized signatories as of the date and year first above written.

ING Partners, Inc.		ING Life Insurance and Annuity Company
By:	/s/ Robet S. Naka	By:	/s/ Laurie M. Tillinghast
	Robert S. Naka		Laurie M. Tillinghast
	Senior Vice President		Vice President

ING Financial Advisers, LLC		ING USA Annuity and Life Insurance Company
By:	/s/ Terran R. Titus	By:	/s/ Terrance O. Davis
Name:	Terran R. Titus		Terrence O. Davis

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Title: Vice President, Advisory Services Vice President

2

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AMENDED SCHEDULE B

ING Partners, Inc.

Designated Portfolios

ING American Century Large Company Value Portfolio - Initial, Adviser and Service Class

ING American Century Select Portfolio - Initial, Adviser and Service Class

ING American Century Small Cap Value Portfolio - Initial, Adviser and Service Class

ING Baron Small Cap Growth Portfolio - Initial, Adviser and Service Class

ING Fidelity® VIP Contrafund® Portfolio - Initial, Adviser and Service Class

ING Fidelity® VIP Equity-Income Portfolio - Initial, Adviser and Service Class

ING Fidelity® VIP Growth Portfolio - Initial, Adviser and Service Class

ING Fidelity® VIP Mid Cap Portfolio - Initial, Adviser and Service Class

ING Fundamental Research Portfolio - Initial, Adviser and Service Class

ING Goldman Sachs® Capital Growth Portfolio - Initial, Adviser and Service Class

ING Goldman Sachs® Core Equity Portfolio - Initial, Adviser and Service Class

ING JPMorgan Fleming International Portfolio - Initial, Adviser and Service Class

ING JPMorgan Mid Cap Value Portfolio - Initial, Adviser and Service Class

ING MFS Capital Opportunities Portfolio - Initial, Adviser and Service Class

ING OpCap Balanced Value Portfolio - Initial, Adviser and Service Class

ING Oppenheimer Global Portfolio - Initial, Adviser and Service Class

ING Oppenheimer Strategic Income Portfolio - Initial, Adviser and Service Class

ING PIMCO Total Return Portfolio - Initial, Adviser and Service Class

ING Salomon Brothers Aggressive Growth Portfolio - Initial, Adviser and Service Class

ING Salomon Brothers Fundamental Value Portfolio - Initial, Adviser and Service Class

ING Salomon Brothers Large Cap Growth Portfolio - Initial, Adviser and Service Class

ING Solution 2015 Portfolio - Initial, Adviser and Service Class

ING Solution 2025 Portfolio - Initial, Adviser and Service Class

ING Solution 2035 Portfolio - Initial, Adviser and Service Class

ING Solution 2045 Portfolio - Initial, Adviser and Service Class

ING Solution Income Portfolio - Initial, Adviser and Service Class

ING T. Rowe Price Diversified Mid Cap Growth Portfolio - Initial, Adviser and Service Class

ING T. Rowe Price Growth Equity Portfolio - Initial, Adviser and Service Class

ING UBS U.S. Large Cap Equity Portfolio - Initial, Adviser and Service Class

ING Van Kampen Comstock Portfolio - Initial, Adviser and Service Class

ING Van Kampen Equity and Income Portfolio - Initial, Adviser and Service Class

______________

*Goldman Sachs® is a registered service mark of Goldman, Sachs & Co., and it is used by agreement with Goldman, Sachs & Co.

** Fidelity® and Contrafund® are registered trademarks of FMR Corp.

3

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