485BPOS

As filed with the Securities and Exchange	Registration No. 333-28679
Commission on July 25, 2007	Registration No. 811-05626

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.	[ ]
Post-Effective Amendment No. 40	[X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No.	[X]

(Check appropriate box or boxes.) 

SEPARATE ACCOUNT B 

(Exact Name of Registrant) 

ING USA ANNUITY AND LIFE INSURANCE COMPANY 

(Name of Depositor)

1475 Dunwoody Drive

West Chester, Pennsylvania 19380-1478

(Address of Depositor's Principal Executive Offices)

Depositor's Telephone Number, including Area Code: (610) 425-3400 

John S. (Scott) Kreighbaum, Esq.

ING Americas (U.S. Legal Services)

1475 Dunwoody Drive, West Chester, Pennsylvania 19380-1478 

(610) 425-3404

(Name and Address of Agent for Service of Process) 

Approximate Date of Proposed Public Offering: 

As soon as practical after the effective date of the Registration Statement 

It is proposed that this filing will become effective (check appropriate box): 

[ ]	immediately upon filing pursuant to paragraph (b) of Rule 485
[X]	on August 20, 2007 pursuant to paragraph (b) of Rule 485
[ ]	60 days after filing pursuant to paragraph (a)(1) of Rule 485
[_]	on (date) 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

EXPLANATORY NOTE: Each of the Prospectus and Statement of Additional Information,
dated April 30, 2007 and as supplemented, is incorporated into Parts A and B, respectively, of
this amendment by reference to Post-Effective Amendment No. 38 to this Registration
Statement, as filed on April 17, 2007 (Accession No. 0000836687-07-000113). This
amendment further supplements the prospectus and does not otherwise delete, amend, or
supersede any other information in this registration statement, as previously amended,
including exhibits and undertaking.

SUPPLEMENT Dated August 20, 2007 

To The Prospectuses Dated April 30, 2007 For: 

ING GoldenSelect ESII^® Contracts Issued By 

ING USA Annuity and Life Insurance Company 

This supplement updates the prospectus. Please read it carefully and keep it with your copy of 

the prospectus for future reference. If you have any questions, please call our Customer Service 

Center at 1-800-366-0066. 

The ING LifePay Plus and Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit
(MGWB) Riders are now available in your state and have replaced our ING LifePay and Joint
LifePay MGWB Riders. If you already own a Contract with an ING LifePay rider, you may
have an opportunity to replace your existing LifePay rider with the ING LifePay Plus rider.
Please contact us for more information and eligibility details.

In states where ING LifePay Plus and Joint LifePay Plus MGWB Riders are approved and
available, the April 30, 2007 prospectus is modified as follows:

1.	Under the “FEES AND EXPENSES” section that begins on page 1, replace the “Optional
	Rider Charges” tables with:

Optional Rider Charges¹ 

Earnings Multiplier Benefit rider:

As an Annual Charge	Maximum Annual Charge
(Charge Deducted Quarterly)
0.30% of contract value	0.30% of contract value

Minimum Guaranteed Income Benefit rider:

As an Annual Charge	Maximum Annual Charge
(Charge Deducted Quarterly)
0.75% of the MGIB Charge Base2	1.50% of the MGIB Charge Base2

ING LifePay Plus Minimum Guaranteed Withdrawal Benefit rider:

As an Annual Charge - Currently	Maximum Annual Charge if Reset Benefit
(Charge Deducted Quarterly)	Elected3
0.60% of the ING LifePay Plus Base	2.00% of the ING LifePay Plus Base

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ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit rider:

As an Annual Charge – Currently	Maximum Annual Charge if Reset Benefit
(Charge Deducted Quarterly)	Elected4
0.85% of the ING Joint LifePay Plus Base	2.50% of the ING Joint LifePay Plus Base

1 An optional rider charge, expressed as a percentage of contract value that is rounded to the nearest 

     hundredth of one percent, is deducted from the contract value in your subaccount allocations (and/or your 

     Fixed Interest Allocations if there is insufficient contract value in the subaccounts). 

2 For more information about how the MGIB Charge Base is determined, please see “Charges and Fees - 

     Optional Riders – Minimum Guaranteed Income Benefit Rider.” 

3 Please see “ING LifePay Plus Minimum Guaranteed Withdrawal Benefit – ING LifePay Plus Reset.” 

4 Please see “ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit – ING Joint LifePay Plus 

     Reset.” 

2.  Also under the “FEES AND EXPENSES” section on page 4, replace the Example with: 

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.

The Example assumes that you invest $10,000 in the Contract for the time periods indicated. The costs reflected are
the maximum charges for the Contract with the Max 7 Enhanced Death Benefit and the most expensive combination
of riders possible: Earnings Multiplier Benefit and ING Joint LifePay Plus Minimum Guaranteed Withdrawal
Benefit. The Example also assumes that your investment has a 5% return each year, and assumes the maximum
Trust or Fund fees and expenses. Excluded are premium taxes and any transfer charges.

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

1)	If you surrender or annuitize your contract at the end of the applicable time period:
	1 year	3 years	5 years	10 years
	$1,432	$2,517	$3,632	$6,656
2)	If you do not surrender your contract:
	1 year	3 years	5 years	10 years
	$632	$1,917	$3,232	$6,656

Compensation is paid for the sale of the Contracts. For information about this compensation, see “Other Contract
Provisions – Selling the Contract.”

3.	Under the “CHARGES AND FEES” section that begins on page 9, replace the
	paragraphs about the “ING LifePay Minimum Guaranteed Withdrawal Benefit (ING
	LifePay) Rider Charge” and “ING Joint LifePay Minimum Guaranteed Withdrawal
	Benefit (ING Joint LifePay) Rider Charge” with:

ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (ING LifePay Plus) Rider Charge. The
charge for the ING LifePay Plus rider, a living benefit, is deducted quarterly from your contract value:

Maximum Annual Charge	Current Annual Charge
2.00%	0.60%

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This quarterly charge is a percentage of the ING LifePay Plus Base. We deduct the charge in arrears based on the
contract date (contract year versus calendar year). In arrears means the first charge is deducted at the end of the first
quarter from the contract date. If the rider is added after contract issue, the rider and charges will begin on the next
following quarterly contract anniversary. The charge will be pro-rated when the rider is terminated. Charges are
deducted through the date your rider enters either the Automatic Periodic Benefit Status or Lifetime Automatic
Periodic Benefit Status. Automatic Periodic Benefit Status or Lifetime Automatic Periodic Benefit Status occurs if
your contract value is reduced to zero and other conditions are met. The current charge can change upon a reset
after your first five contract years. You will never pay more than the maximum annual charge. For more
information about how this rider works, including when Lifetime Automatic Periodic Benefit Status begins, please
see “Living Benefit Riders – ING LifePay Plus/Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit
Riders.”

If the contract value in the subaccounts is insufficient for the charge, then we deduct it from any Fixed Interest
Allocations, in which case a Market Value Adjustment may apply. But currently, a Market Value Adjustment
would not apply when this charge is deducted from a Fixed Interest Allocation. With Fixed Interest Allocations, we
deduct the charge from the Fixed Interest Allocation having the nearest maturity. For more information about the
Fixed Interest Allocation, including the Market Value Adjustment, please see Appendix C. We reserve the right to
change the charge for this rider, subject to the maximum annual charge. If changed, the new charge will only apply
to riders issued after the change.

ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (ING Joint LifePay Plus) Rider
Charge. The charge for the ING Joint LifePay Plus rider, a living benefit, is deducted quarterly from your contract
value:

Maximum Annual Charge	Current Annual Charge
2.50%	0.85%

This quarterly charge is a percentage of the ING Joint LifePay Plus Base. We deduct the charge in arrears based on
the contract date (contract year versus calendar year). In arrears means the first charge is deducted at the end of the
first quarter from the contract date. If the rider is added after contract issue, the rider and charges will begin on the
next following quarterly contract anniversary. The charge will be pro-rated when the rider is terminated. Charges
are deducted through the date your rider enters either the Automatic Periodic Benefit Status or Lifetime Automatic
Periodic Benefit Status. Automatic Periodic Benefit Status or Lifetime Automatic Periodic Benefit Status occurs if
your contract value is reduced to zero and other conditions are met. The current charge can be subject to change
upon a reset after your first five contract years. You will never pay more than the maximum annual charge. For
more information about how this rider works, including when Lifetime Automatic Periodic Benefit Status begins,
please see “Living Benefit Riders - ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit Rider.”

If the contract value in the subaccounts is insufficient for the charge, then we deduct it from any Fixed Interest
Allocations, in which case a Market Value Adjustment may apply. But currently, a Market Value Adjustment
would not apply when this charge is deducted from a Fixed Interest Allocation. With Fixed Interest Allocations, we
deduct the charge from the Fixed Interest Allocation having the nearest maturity. For more information about the
Fixed Interest Allocation, including the Market Value Adjustment, please see Appendix C. We reserve the right to
change the charge for this rider, subject to the maximum annual charge. If changed, the new charge will only apply
to riders issued after the change.

4.	Under the “LIVING BENEFIT RIDERS” section that begins on page 21, replace the
	third and fourth paragraphs with:

The Contract has three living benefit riders offering protection against the investment risks with your Contract:

·	The Minimum Guaranteed Income Benefit rider, which you may wish to purchase if you are concerned
	about having a minimum amount of income in annuitizing your Contract;
·	The ING LifePay Plus Minimum Guaranteed Withdrawal Benefit rider, which you may wish to purchase if
	you are concerned that you may outlive your income; and

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·	The ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit rider, which you may wish to
	purchase if you are married and concerned that you and your spouse may outlive your income.

These living benefit riders are described further below. You may only add one living benefit rider to your Contract.
We do, however, reserve the right to allow the purchase of more than one living benefit rider in the future. You
should not purchase the ING LifePay Plus rider with multiple owners, unless the owners are spouses.

5.	Also under the “LIVING BENEFIT RIDERS” section beginning on page 29, replace the
	paragraphs about the “ING LifePay Minimum Guaranteed Withdrawal Benefit (“ING
	LifePay”) Rider” with:

ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING LifePay Plus”) Rider. The ING LifePay
Plus rider generally provides, subject to the restrictions and limitations below, that we will guarantee a minimum
level of annual withdrawals from the Contract for the lifetime of the annuitant, even if these withdrawals deplete
your Contract value to zero. You may wish to purchase this rider if you are concerned that you may outlive your
income.

Purchase. In order to elect the ING LifePay Plus 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 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 Plus rider is available for Contracts issued on and after August 20, 2007 (subject to
availability and state approvals) that do not already have a living benefit rider. The ING LifePay Plus 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 after a contract has been issued without it, subject to certain conditions. Contact the Customer Service
Center for more information. Such election must be received in good order, including compliance with the
investment restrictions described below. The rider will be effective as of the following quarterly Contract
anniversary. If the ING LifePay Plus rider is not available, or if your Contract has the Minimum Guaranteed
Withdrawal Benefit rider, then please see “Appendix J – Minimum Guaranteed Withdrawal Benefit.”

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

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

Termination. The ING LifePay Plus 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 Plus 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 Plus rider to
terminate automatically are discussed below.

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Guaranteed Withdrawal Status. This status begins on the date of the first withdrawal, ONLY IF the quarterly
contract anniversary following the annuitant reaching age 59 ½ has not yet passed. This status will then continue
until the earliest of:

1)	quarterly contract anniversary following the annuitant reaching age 59 ½, provided the contract owner
	does not decline the change to Lifetime Guaranteed Withdrawal Status;
2)	reduction of the ING LifePay Plus Base to zero, at which time the rider will terminate;
3)	the annuity commencement date;
4)	reduction of the Contract value to zero by a withdrawal in excess of the Maximum Annual
	Withdrawal;
5)	reduction of the Contract value to zero by a withdrawal less than or equal to the Maximum Annual
	Withdrawal (see “Automatic Periodic Benefit Status,” below);
6)	the surrender or annuitization of the Contract; or
7)	the death of the owner (first owner, in the case of joint owners; annuitant, in the case of a non-natural
	person owner), unless your spouse beneficiary elects to continue the Contract.

Lifetime Guaranteed Withdrawal Status. This status begins on the date of your first withdrawal, provided
the quarterly contract anniversary following the annuitant’s age 59 ½ has passed. If your first withdrawal is taken
before this date, then the Lifetime Guaranteed Withdrawal Status will automatically begin on the quarterly contract
anniversary following the annuitant reaching age 59 ½. This status 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;
3)	reduction of the Contract value to zero by a withdrawal less than or equal to the Maximum Annual
	Withdrawal (see “Lifetime Automatic Periodic Benefit Status,” below);
4)	the surrender or annuitization of the Contract; or
5)	the death of the owner (first owner, in the case of joint owners; annuitant, in the case of a non-natural
	person owner), unless your spouse beneficiary elects to continue the Contract.

You will receive prior notice, of not less than 30 days, if you are in the Guaranteed Withdrawal Status and become
eligible for the Lifetime Guaranteed Withdrawal Status. This notice will explain the change, its impact to you and
your options. You may decline this change. Automatic reset into the Lifetime Guaranteed Withdrawal Status could
result in a lower Maximum Annual Withdrawal. However, this action will also apply to all future resets (see below)
and cannot be reversed. As described below, certain features of the ING LifePay Plus rider may differ depending
upon whether you are in Lifetime Guaranteed Withdrawal Status.

How the ING LifePay Plus Rider Works. The ING LifePay Plus 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.

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

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

During the Growth Phase, the initial ING LifePay Plus Base is increased dollar-for-dollar by any premiums
received, (“eligible premiums”). In addition, on each quarterly contract anniversary, the ING LifePay Plus Base is
recalculated as the greater of:

·  The current ING LifePay Plus Base; or 

·  The current Contract value. This is referred to as a quarterly “ratchet.” 

Also, on each of the first ten contract anniversaries, the ING LifePay Plus Base is recalculated as the greatest of:

·	The current ING LifePay Plus Base; or
·	The current Contract value; and
·	The ING LifePay Plus Base on the previous contract anniversary, increased by 7%, plus any eligible
	premiums and minus any third-party investment advisory fees paid from your contract during the year.
	This is referred to as an annual “step-up.”

Please note that if this rider is added after the contract date, then the first opportunity for a step-up will be on the
first contract anniversary following a complete contract year after the rider date.

The ING LifePay Plus 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 Plus 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
under the benefit reset feature of the ING LifePay Plus rider (see “ING LifePay Plus Reset,” 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 a percentage of the greater of 1) the Contract
value and 2) the ING LifePay Plus 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. The Maximum Annual
Withdrawal percentage, which varies by age of the annuitant on the date the Withdrawal Phase begins, is as
follows:

	Maximum Annual
Annuitant Age	Withdrawal Percentage
0-75*	5%*
76-80	6%
81+	7%

*If the Withdrawal Phase begins before the quarterly contract anniversary on or after the annuitant reaches
age 59-1/2, withdrawals in a contract year up to the Maximum Annual Withdrawal will reduce the ING
LifePay Plus Base dollar-for-dollar, under what the rider refers to as the “Standard Withdrawal Benefit.”

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Then, on the quarterly contract anniversary on or after the annuitant reaches age 59 ½, the ING LifePay Plus
Base will automatically be reset to the current Contract value, if greater, and the Maximum Annual
Withdrawal will be recalculated.

Once determined, the Maximum Annual Withdrawal percentage never changes for the Contract, except as
provided for under spousal continuation. See “Continuation After Death – Spouse,” below. This is important
to keep in mind in deciding when to take your first withdrawal because the younger you are at that time, the
lower the Maximum Annual Withdrawal percentage.

If the Contract’s annuity commencement date is reached, you may elect a life only annuity option, in lieu of
the Contract’s other annuity options, under which we will pay the greater of the annuity payout under the
Contract and equal annual payments of the Maximum Annual Withdrawal.

If withdrawals in any Contract year exceed the Maximum Annual Withdrawal, then the ING LifePay Plus
Base and the Maximum Annual Withdrawal will be reduced on a pro-rata basis. This means that both the
ING LifePay Plus Base and 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 H, 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 Tax Code, that exceed the Maximum Annual Withdrawal for a specific
Contract year, will not be deemed excess withdrawals in that Contract year for purposes of the ING LifePay
Plus rider, 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 will count first against and
	reduce any unused Additional Withdrawal Amount for the previous calendar year followed by any
	Additional Withdrawal Amount for the current calendar year.
5)	Withdrawals that exceed all available Additional Withdrawal Amounts are excess withdrawals and
	will reduce the Maximum Annual Withdrawal on a pro-rata basis, as described above.

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6)	The Additional Withdrawal Amount is reset to zero at the end of the second calendar year from
	which it was originally calculated.
7)	If the Contract is still in the Growth Phase on the date the Additional Withdrawal Amount is
	determined, but enters the Withdrawal Phase later during that calendar year, the Additional
	Withdrawal Amount will be equal to the amount in excess of the Maximum Annual Withdrawal
	necessary to satisfy the Required Minimum Distribution for that year (if any).

See Appendix H, 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 Plus Base on a dollar-for-dollar basis, and during the Withdrawal Phase,
these withdrawals are treated as any other withdrawal.

Automatic Periodic Benefit Status. 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 Guaranteed Withdrawal Status,
the rider will enter Automatic Periodic Benefit Status and you are entitled to receive periodic payments in an
annual amount equal to the Maximum Annual Withdrawal, until the remaining ING LifePay Plus Base is
exhausted.

When the rider enters Automatic Periodic Benefit Status:

1)	the Contract will provide no further benefits other than as provided under the ING LifePay Plus
	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 Automatic Periodic Benefit Status, we will pay you periodic payments in an annual amount that is equal
to the Maximum Annual Withdrawal. These payments will continue until the ING LifePay Plus Base is
reduced to zero, at which time the rider will terminate without value.

The 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. If, at the time the rider
enters 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.

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.

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.

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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 Plus
	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 in an annual amount
that is 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 Plus Reset. Once the Lifetime Guaranteed Withdrawal Status begins and the Maximum
Annual Withdrawal has been determined, on each quarterly contract anniversary we will increase (or “reset”)
the ING LifePay Plus Base to the current Contract value, if the Contract value is higher. The Maximum Annual
Withdrawal will also be recalculated, and the remaining portion of the new Maximum Annual Withdrawal will
be available for withdrawal immediately. This reset ONLY occurs when the rider is in Lifetime Guaranteed
Withdrawal Status, and is automatic.

We reserve the right to change the charge for this rider with a reset. In this event, you will receive prior notice,
of not less than 30 days, which explains the change, its impact to you and your options. You may decline this
change (and the reset). However, this action will apply to all future resets and cannot be reversed.

Investment Option Restrictions. While the ING LifePay Plus 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 Funds. See
“Fixed Allocation Funds Automatic Rebalancing,” below.

Accepted Funds. Currently, Accepted Funds are: ING Franklin Templeton Founding Strategy Portfolio;
ING LifeStyle Moderate Portfolio; ING LifeStyle Moderate Growth Portfolio; ING LifeStyle Growth Portfolio;
ING MFS Total Return Portfolio; ING T. Rowe Price Capital Appreciation Portfolio; ING Van Kampen Equity
and Income Portfolio; ING Liquid Assets Portfolio; and Fixed Account II. 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 Funds. The ING VP Intermediate Bond Portfolio and the ING PIMCO Core Bond
Portfolio are designated as the Fixed Allocation Funds. On and after April 30, 2007, you may allocate your
contract value to one or both Fixed Allocation Funds. We consider the ING VP Intermediate Bond Portfolio to
be the default Fixed Allocation Fund with Fixed Allocation Funds Automatic Rebalancing.

If the rider is not continued under the spousal continuation right when available, the Fixed Allocation Fund may
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 Funds will be
considered a Covered Fund allocation while the rider is in effect.

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

Fixed Allocation Funds Automatic Rebalancing. If the Contract value in the Fixed Allocation Funds is
less than 20% of the total Contract value allocated to the Fixed Allocation Funds and Other Funds on any ING
LifePay Plus Rebalancing Date, we will automatically rebalance the Contract value allocated to the Fixed
Allocation Funds and Other Funds so that 20% of this amount is allocated to the Fixed Allocation Funds.
Accepted Funds are excluded from Fixed Allocation Funds 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 Plus 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 Funds or Other Funds, whether automatic or
	specifically directed by you; and
3)	withdrawals from the Fixed Allocation Funds or Other Funds.

Fixed Allocation Funds 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 Funds Automatic
Rebalancing will occur immediately after the automatic rebalancing to restore the required allocations. See
“Appendix I – Examples of Fixed Allocation Funds Automatic Rebalancing.”

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

Death of Owner or Annuitant. The ING LifePay Plus rider and charges will terminate on the date of
death of the owner (or in the case of joint owners, the first owner), or the annuitant if there is a non-natural
owner.

Continuation After Death – Spouse. If the surviving spouse of the deceased owner continues the
Contract (see “Death Benefit Choices – Continuation After Death – Spouse”), the rider will also continue on the
next quarterly contract anniversary, provided 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 Plus Base will be reset to equal the greater of the
	ING LifePay Plus Base and the then current Contract value;
3)	The ING LifePay Plus charges will restart and be the same as were in effect prior to the claim date;
4)	Ratchets, which stop on the claim date, are restarted, effective on the date the rider is continued;
5)	Any remaining step-ups will be available, and if the rider is continued before an annual contract
	anniversary when a step-up would have been available, then that step-up will be available;

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6)	The Maximum Annual Withdrawal percentage will be determined as of the date of the first
	withdrawal, whenever it occurs, and will be based on the spouse’s age on that date; and
7)	The rider’s Standard Withdrawal Benefit will be available until the quarterly contract anniversary on or
	after the spouse is age 59 ½.

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

1)	The rider will continue in the Withdrawal Phase.
2)	The rider’s charges will restart on the date the rider is continued and be the same as were in effect prior
	to the claim date.
3)	On the quarterly Contract anniversary that the date the rider is continued:
	(a)	If the surviving spouse was not the annuitant before the owner’s death, then the ING LifePay
		Plus Base will be reset to the current Contract value and the Maximum Annual Withdrawal is
recalculated by multiplying the new ING LifePay Plus Base by the Maximum Annual
		Withdrawal percentage based on the surviving spouse’s age on that date. Withdrawals are
		permitted pursuant to the other provisions of the rider. 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, then the ING LifePay Plus
		Base will be reset to the current Contract value, only if greater, and the Maximum Annual
		Withdrawal is recalculated by multiplying the new ING LifePay Plus Base by the Maximum
		Annual Withdrawal percentage. Withdrawals are permitted pursuant to the other provisions of
		the rider.
4)	The rider charges will restart on the quarter Contract anniversary that the rider is continued and will be
	the same as were in effect prior to the claim date.

Effect of ING LifePay Plus Rider on Death Benefit. If you die before Lifetime Automatic Periodic
Benefit Status begins under the ING LifePay Plus 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. Thus, you should not purchase this rider with multiple
owners, unless the owners are spouses. See “Death of Owner or Annuitant” and “Continuation After Death –
Spouse,” above for further information.

While in Lifetime Automatic Periodic Benefit Status, if the owner who is not the annuitant dies, we will
continue to pay the periodic payments that the owner was receiving under the ING LifePay Plus rider to the
beneficiary. While in Lifetime Automatic Periodic Benefit Status, if an owner who is also the annuitant dies,
the periodic payments will stop. No other death benefit is payable.

While the rider is in Automatic Periodic Benefit Status, if the owner dies, the remaining ING LifePay Plus Base
will be paid to the beneficiary in a lump sum.

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;

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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 Plus 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 Plus rider are not subject to surrender charges.

Loans. No loans are permitted on Contracts with the ING LifePay Plus rider.

Taxation. For more information about the tax treatment of amounts paid to you under the ING LifePay Plus
Rider, see “Federal Tax Considerations – Tax Consequences of Living Benefits and Death Benefit.”

6.	Also under the “LIVING BENEFITS RIDERS” section beginning on page 35, replace
	the paragraphs about the “ING Joint LifePay Minimum Guaranteed Withdrawal Benefit
	(“ING Joint LifePay”) Rider” with:

ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING Joint LifePay Plus”) Rider. The
ING Joint LifePay Plus rider generally provides, subject to the restrictions and limitations below, that we will
guarantee a minimum level of annual withdrawals from the Contract for the lifetime of both you and your spouse,
even if these withdrawals deplete your contract value to zero. You may wish to purchase this rider if you are
married and are concerned that you and your spouse may outlive your income.

Purchase. The ING Joint LifePay Plus rider is only available for purchase by individuals who are married at
the time of purchase and eligible to elect spousal continuation (as defined by the Tax Code) when the death benefit
becomes payable. We refer to these individuals as spouses. Certain ownership, annuitant, and beneficiary
designations are required in order to purchase the ING Joint LifePay Plus rider. See “Ownership, Annuitant, and
Beneficiary Requirements,” below.

The maximum issue age is 80. Both spouses must meet these issue age requirements on the contract anniversary on
which the ING Joint LifePay Plus rider is effective. The issue age is the age of the owners on the Contract
anniversary on which the rider is effective. Some broker dealers may limit the maximum issue age to ages younger
than age 80, but in no event lower than age 55. We reserve the right to change the minimum or maximum issue ages
on a nondiscriminatory basis. The ING Joint LifePay Plus rider is available for Contracts issued on and after
August 20, 2007 (subject to availability and state approvals) that do not already have a living benefit rider. The
ING Joint LifePay Plus 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 ING Joint LifePay Plus rider to be elected after a contract has been issued without it,
subject to certain conditions. Please contact our Customer Service Center for more information. Such election must
be received in good order, including owner, annuitant, and beneficiary designations and compliance with the
investment restrictions described below. The ING Joint LifePay Plus rider will be effective as of the following
quarterly contract anniversary.

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Ownership, Annuitant, and Beneficiary Designation Requirements. Certain ownership, annuitant, and
beneficiary designations are required in order to purchase the ING Joint LifePay Plus rider. These designations
depend upon whether the contract is issued as a nonqualified contract, an IRA or a custodial IRA. In all cases, the
ownership, annuitant, and beneficiary designations must allow for the surviving spouse to continue the contract
when the death benefit becomes payable, as provided by the Tax Code. Non-natural, custodial owners are only
allowed with IRAs (“custodial IRAs”). Joint annuitants are not allowed. The necessary ownership, annuitant,
and/or beneficiary designations are described below. Applications that do not meet the requirements below will be
rejected. We reserve the right to verify the date of birth and social security number of both spouses.

Nonqualified Contracts. For a jointly owned contract, the owners must be spouses, and the annuitant
must be one of the owners. For a contract with only one owner, the owner’s spouse must be the sole primary
beneficiary, and the annuitant must be one of the spouses.

IRAs. There may only be one owner, who must also be the annuitant. The owner’s spouse must be the
sole primary beneficiary.

Custodial IRAs. While we do not maintain individual owner and beneficiary designations for IRAs held
by an outside custodian, the ownership and beneficiary designations with the custodian must comply with the
requirements listed in “IRAs,” above. The annuitant must be the same as the beneficial owner of the custodial
IRA. We require the custodian to provide us the name and date of birth of both the owner and the owner’s
spouse.

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

No Cancellation. Once you purchase the ING Joint LifePay Plus rider, you many not cancel it unless you
cancel the contract during the contract’s free look period (or otherwise cancel the contract pursuant to its terms),
surrender or annuitize in lieu of payments under the ING Joint LifePay Plus rider. These events automatically
cancel the ING Joint LifePay Plus rider. The Company may, at its discretion, cancel and/or replace the ING Joint
LifePay Plus rider at your request in order to renew or reset the ING Joint LifePay Plus rider.

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

1)	terminate your contract pursuant to its terms during the accumulation phase, surrender, or begin
	receiving annuity payments in lieu of payments under the ING Joint LifePay Plus rider;
2)	die during the accumulation phase (first owner to die in the case of joint owners, or death of annuitant
	if the contract is a custodial IRA), unless your spouse elects to continue the contract (and your spouse
	is active for purposes of the ING Joint LifePay Plus rider); or
3)	change the owner of the contract (other than a spousal continuation by an active spouse).

See “Change of Owner or Annuitant,” below. Other circumstances that may cause the ING Joint LifePay Plus rider
to terminate automatically are discussed below.

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Active Status. Once the ING Joint LifePay Plus rider has been issued, a spouse must remain in “active” status
in order to exercise rights and receive the benefits of the ING Joint LifePay Plus rider after the first spouse’s death
by electing spousal continuation. In general, changes to the ownership, annuitant, and/or beneficiary designation
requirements noted above will result in one spouse being designated as “inactive.” Inactive spouses are not eligible
to continue the benefits of the ING Joint LifePay Plus rider after the death of the other spouse. Once designated
“inactive,” a spouse may not regain active status under the ING Joint LifePay Plus rider. Specific situations that will
result in a spouse’s designation as “inactive” include the following:

1)	For nonqualified contracts where the spouses are joint owners, the removal of a joint owner (if that
	spouse does not automatically become sole primary beneficiary pursuant to the terms of the contract),
	or the change of one joint owner to a person other than an active spouse.
2)	For nonqualified contracts where one spouse is the owner and the other spouse is the sole primary
	beneficiary, as well as for IRA contracts (including custodial IRAs), the addition of a joint owner who
	is not also an active spouse or any change of beneficiary (including the addition of primary
	beneficiaries).
3)	In the event of the death of one spouse (in which case the deceased spouse becomes inactive).

An owner may also request that one spouse be treated as inactive. In the case of joint-owned contracts, both
contract owners must agree to such a request. An inactive spouse is not eligible to exercise any rights or receive any
benefits under the ING Joint LifePay Plus rider. However, all charges for the ING Joint LifePay Plus rider will
continue to apply, even if one spouse becomes inactive, regardless of the reason. You should make sure you
understand the impact of beneficiary and owner changes on the ING Joint LifePay Plus rider prior to
requesting any such changes.

A divorce will terminate the ability of an ex-spouse to continue the contract. See “Divorce,” below.

Guaranteed Withdrawal Status. This status begins on the date of the first withdrawal, ONLY IF the quarterly
contract anniversary following the youngest active spouse’s 65^th birthday has not yet passed. This status will then
continue until the earliest of:

1)	quarterly contract anniversary following the youngest active spouse’s 65th birthday, provided the
	contract owner does not decline the change to Lifetime Guaranteed Withdrawal Status;
2)	reduction of the ING Joint LifePay Plus Base to zero, at which time the rider will terminate;
3)	the annuity commencement date;
4)	reduction of the Contract value to zero by a withdrawal in excess of the Maximum Annual
	Withdrawal;
5)	reduction of the Contract value to zero by a withdrawal less than or equal to the Maximum Annual
	Withdrawal (see “Automatic Periodic Benefit Status,” below);
6)	the surrender or annuitization of the Contract; or
7)	the death of the owner (first owner, in the case of joint owners; annuitant, in the case of a non-natural
	person owner), unless your spouse beneficiary elects to continue the Contract.

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Lifetime Guaranteed Withdrawal Status. This status begins on the date of the first withdrawal, provided the
quarterly contract anniversary following the youngest active spouse’s 65^th birthday has passed. If the first
withdrawal is taken prior to this date, then the Lifetime Guaranteed Withdrawal Status will automatically begin on
the quarterly contract anniversary following the youngest active spouse’s 65^th birthday. This status 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;
3)	reduction of the contract value to zero by a withdrawal less than or equal to the Maximum Annual
	Withdrawal (see “Lifetime Automatic Periodic Benefit Status,” below);
4)	the surrender of the contract; or
5)	the death of the owner (first owner, in the case of joint owners, or the annuitant, in the case of a
	custodial IRA), unless your active spouse beneficiary elects to continue the contract.

You will receive prior notice, of not less than 30 days, if you are in the Guaranteed Withdrawal Status and become
eligible for the Lifetime Guaranteed Withdrawal Status. This notice will explain the change, its impact to you and
your options. You may decline this change. Automatic reset into the Lifetime Guaranteed Withdrawal Status could
result in a lower Maximum Annual Withdrawal. However, this action will also apply to all future resets (see below)
and cannot be reversed. As described below, certain features of the ING Joint LifePay Plus rider may differ
depending upon whether you are in Lifetime Guaranteed Withdrawal Status.

How the ING Joint LifePay Plus Rider Works. The ING Joint LifePay Plus rider has two phases. The first
phase, called the Growth Phase, begins on the effective date of the ING Joint LifePay Plus 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 you take the first withdrawal of any kind
under the contract (other than advisory fees, as described below), or the annuity commencement date, whichever
occurs first.

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

1)	If you purchased the ING Joint LifePay Plus rider on the contract date, the initial ING Joint LifePay
	Plus Base is equal to the initial premium.
2)	If you purchased the ING Joint LifePay Plus rider after the contract date, the initial ING Joint LifePay
	Plus Base is equal to the contract value on the effective date of the ING Joint LifePay Plus rider.

During the Growth Phase, the initial ING Joint LifePay Plus Base is increased dollar-for-dollar by any premiums
received (“eligible premiums”). In addition, on each quarterly contract anniversary, the ING Joint LifePay Plus
Base is recalculated as the greater of:

·  The current ING Joint LifePay Plus Base; or 

·  The current Contract value. This is referred to as a quarterly “ratchet.” 

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Also, on each of the first ten contract anniversaries, the ING Joint LifePay Plus Base is recalculated as the greatest
of:

·	The current ING Joint LifePay Plus Base; or
·	The current Contract value; and
·	The ING Joint LifePay Plus Base on the previous contract anniversary, increased by 7%, plus any eligible
	premiums and minus any third-party investment advisory fees paid from your contract during the year.
	This is referred to as an annual “step-up.”

Please note that if this rider is added after the contract date, then the first opportunity for a step-up will be on the
first contract anniversary following a complete contract year after the rider date.

The ING Joint LifePay Plus 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 Joint LifePay Plus 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 under the benefit reset feature of the ING Joint LifePay Plus rider (see “ING Joint LifePay Plus Reset,”
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 the Maximum Annual Withdrawal percentage multiplied by
the greater of the contract value and the ING Joint LifePay Plus Base, as of the last day of the Growth Phase.
The first withdrawal after the effective date of the ING Joint LifePay Plus rider (which causes the end of the
Growth Phase) is treated as occurring on the first day of the Withdrawal Phase, immediately after calculation of
the Maximum Annual Withdrawal. The Maximum Annual Withdrawal percentage, which varies by age of the
youngest active spouse on the date the Withdrawal Phase begins, is as follows:

Youngest Active	Maximum Annual
Spouse’s Age	Withdrawal Percentage
0-75*	5%*
76-80	6%
81+	7%

*If the Withdrawal Phase begins before the quarterly contract anniversary on or after the younger spouse
reaches age 65, withdrawals in a contract year up to the Maximum Annual Withdrawal will reduce the ING
Joint LifePay Plus Base dollar-for-dollar, under what your rider refers to as the “Standard Withdrawal Benefit.”
Then, on the quarterly contract anniversary on or after the younger spouse reaches age 65, the ING Joint
LifePay Plus Base will automatically be reset to the current Contract value, if greater, and the Maximum
Annual Withdrawal will be recalculated.

Once determined the Maximum Annual Withdrawal percentage never changes for the contract. This is
important to keep in mind in deciding when to take your first withdrawal because the younger you are at that
time, the lower the Maximum Annual Withdrawal percentage.

If the Contract’s annuity commencement date is reached, you may elect a life only annuity option, in lieu of the
Contract’s other annuity options, under which we will pay the greater of the annuity payout under the Contract
and equal annual payments of the Maximum Annual Withdrawal, provided that, if both spouses are active,
payments under the life only annuity option will be calculated using the joint life expectancy table for both
spouses. If only one spouse is active, payments will be calculated using the single life expectancy table for the
active spouse.

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Withdrawals in a contract year that do not exceed the Maximum Withdrawal Amount do not reduce the
Maximum Withdrawal Amount. However, if withdrawals in any contract year exceed the Maximum Annual
Withdrawal (an “excess withdrawal”), the ING Joint LifePay Plus Base and the Maximum Annual Withdrawal
will be reduced on a pro-rata basis. This means that both the ING Joint LifePay Plus Base and the Maximum
Annual Withdrawal will be reduced by the same proportion as the excess withdrawal is of the contract value
determined after the deduction the amount withdrawn up to the Maximum Annual Withdrawal but before
deduction of 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 considered. However, for purposes of determining the Maximum
Annual Withdrawal reduction after an excess withdrawal, surrender charges and/or Market Value Adjustment
are considered to be part of the withdrawal, and will be included in the pro-rata adjustment to the Maximum
Annual Withdrawal. See Appendix H, 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 Tax Code are considered withdrawals for purposes of the ING Joint LifePay
Plus rider, and will begin the Withdrawal Phase if the Withdrawal Phase has not already started. Any such
withdrawal which exceeds the Maximum Annual Withdrawal for a specific contract year will not be deemed
excess withdrawals in that contract year for purposes of the ING Joint LifePay Plus rider, subject to the
following:

1)	If the contract owner’s Required Minimum Distribution for a calendar year (determined on a date on or
	before January 31 of that year), applicable to the 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 will count first against and reduce
	any unused Additional Withdrawal Amount for the previous calendar year followed by any Additional
	Withdrawal Amount for the current contract year.
5)	Withdrawals that exceed all available Additional Withdrawal Amounts 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 the second calendar year from which
	it was originally calculated.
7)	If the contract is still in the Growth Phase on the date the Additional Withdrawal Amount is
	determined, but enters the Withdrawal Phase later during that calendar year, the Additional
	Withdrawal Amount will be equal to the amount in excess of the Maximum Annual Withdrawal
	Amount necessary to satisfy the Required Minimum Distribution for that year (if any).

See Appendix H, Illustration 3.

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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 Joint LifePay Plus Base on a dollar-for-dollar basis, and during the Withdrawal Phase, these
withdrawals are treated as any other withdrawal.

Automatic Periodic Benefit Status. 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 Guaranteed Withdrawal Status,
the rider will enter Automatic Periodic Benefit Status and you are entitled to receive periodic payments in an
annual amount equal to the Maximum Annual Withdrawal, until the remaining ING Joint LifePay Plus Base is
exhausted.

When the rider enters Automatic Periodic Benefit Status:

1)	the Contract will provide no further benefits other than as provided under the ING Joint LifePay Plus
	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 Automatic Periodic Benefit Status, we will pay you periodic payments in an annual amount that is equal
to the Maximum Annual Withdrawal. These payments will continue until the ING Joint LifePay Plus Base is
reduced to zero, at which time the rider will terminate without value.

The 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. If, at the time the rider
enters 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.

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 ING Joint LifePay Plus rider will terminate
due to the pro-rata reduction described in “Determination of the Maximum Annual Withdrawal,” above.

If the contract value is reduced to zero for a reason other than a withdrawal in excess of the Maximum Annual
Withdrawal while the ING Joint LifePay Plus rider is in Lifetime Guaranteed Withdrawal Status, the ING Joint
LifePay Plus rider will enter Lifetime Automatic Periodic Benefit Status and you are no longer entitled to make
withdrawals. Instead, under the ING Joint LifePay Plus rider you will begin to receive periodic payments in an
annual amount equal to the Maximum Annual Withdrawal.

When the ING Joint LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status:

1)	the contract will provide no further benefits (including death benefits) other than as provided under the
	ING Joint LifePay Plus 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.

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During Lifetime Automatic Periodic Benefit Status, we will pay you periodic payments in an annual amount
that is equal to the Maximum Annual Withdrawal. The time period for which we will make these payments will
depend upon whether one or two spouses are active under the ING Joint LifePay Plus rider at the time this
status begins. If both spouses are active under the ING Joint LifePay Plus rider, these payments will cease upon
the death of the second spouse, at which time both the ING Joint LifePay Plus rider and the contract will
terminate without further value. If only one spouse is active under the ING Joint LifePay Plus rider, the
payments will cease upon the death of the active spouse, at which time both the ING Joint LifePay Plus rider
and the contract will terminate without value.

If the Maximum Annual Withdrawal exceeds the net withdrawals taken the contract year when the ING Joint
LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status (including the withdrawal that results in
the contract value decreasing to zero), that difference will be paid immediately to the contract owner. The
periodic payments will begin on the last day of the first full contract year following the date the ING Joint
LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status and will continue to be paid annually
thereafter.

You may elect to receive systematic withdrawals pursuant to the terms of the contract. Under a systematic
withdrawal, either a fixed amount or an amount based upon a percentage of the contract value will be
withdrawn from your contract and paid to you on a scheduled basis, either monthly, quarterly or annually. If, at
the time the ING Joint LifePay Plus 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 Joint LifePay Plus Reset. Once the Lifetime Guaranteed Withdrawal Status begins and the
Maximum Annual Withdrawal has been determined, on each quarterly contract anniversary we will increase (or
“reset”) the ING Joint LifePay Plus Base to the current Contract value, if the Contract value is higher. The
Maximum Annual Withdrawal will also be recalculated, and the remaining portion of the new Maximum
Annual Withdrawal will be available for withdrawal immediately. This reset ONLY occurs when the rider is in
Lifetime Guaranteed Withdrawal Status, and is automatic.

We reserve the right to change the charge for this rider with a reset. In this event, you will receive prior notice,
of not less than 30 days, which explains the change, its impact to you and your options. You may decline this
change (and the reset). However, this action will apply to all future resets and cannot be reversed.

Investment Option Restrictions. In order to mitigate the insurance risk inherent in our guarantee to provide
you and your spouse with lifetime payments (subject to the terms and restrictions of the ING Joint LifePay Plus
rider), we require that your contract value be allocated in accordance with certain limitations. In general, to the
extent that you choose not to invest in the Accepted Funds, we require that 20% of the amount not so invested be
invested in the Fixed Allocation Funds. We will require this allocation regardless of your investment instructions to
the contract, as described below.

While the ING Joint LifePay Plus 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 Funds. See “Fixed Allocation Funds Automatic
Rebalancing,” below.

Accepted Funds. Currently Accepted Funds are: ING Franklin Templeton Founding Strategy Portfolio;
ING LifeStyle Moderate Portfolio; ING LifeStyle Moderate Growth Portfolio; ING LifeStyle Growth Portfolio;
ING MFS Total Return Portfolio; ING T. Rowe Price Capital Appreciation Portfolio; ING Van Kampen Equity
and 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.

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Fixed Allocation Funds. The ING VP Intermediate Bond Portfolio and the ING PIMCO Core Bond
Portfolio are designated as the Fixed Allocation Funds. On and after April 30, 2007, you may allocate
contract value to one or both Fixed Allocation Funds. We consider the ING VP Intermediate Bond Portfolio to
be the default Fixed Allocation Fund with Fixed Allocation Funds Automatic Rebalancing.

Other Funds. All portfolios available under the contract other than Accepted Funds or the Fixed
Allocation Funds are considered Other Funds.

Fixed Allocation Funds Automatic Rebalancing. If the contract value in the Fixed Allocation Funds is
less than 20% of the total contract value allocated to the Fixed Allocation Funds and Other Funds on any ING
Joint LifePay Plus Rebalancing Date, we will automatically rebalance the contract value allocated to the Fixed
Allocation Funds and Other Funds so that 20% of this amount is allocated to the Fixed Allocation Funds.
Accepted Funds are excluded from Fixed Allocation Funds 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
Joint LifePay Plus 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 Funds or Other Funds, whether automatic or
	specifically directed by you; and
3)	withdrawals from the Fixed Allocation Funds or Other Funds.

Fixed Allocation Funds 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 Funds Automatic
Rebalancing will occur immediately after the automatic rebalancing to restore the required allocations. See
“Appendix I – Examples of Fixed Allocation Funds Automatic Rebalancing.”

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

Divorce. Generally, in the event of a divorce, the spouse who retains ownership of the contract will continue to
be entitled to all rights and benefits of the ING Joint LifePay Plus rider, while the ex-spouse will no longer have any
such rights or be entitled to any such benefits. In the event of a divorce during Lifetime Guaranteed Withdrawal
Status, the ING Joint LifePay Plus rider continues, and terminates upon the death of the owner (first owner in the
case of joint owners, or the annuitant in the case of a custodial IRA). Although spousal continuation may be
available under the Tax Code for a subsequent spouse, the ING Joint LifePay Plus rider cannot be continued by the
new spouse. As the result of the divorce, we may be required to withdraw assets for the benefit of an ex-spouse.
Any such withdrawal will be considered a withdrawal for purposes of the Maximum Annual Withdrawal amount. In
other words, if a withdrawal incident to a divorce exceeds the Maximum Annual Withdrawal amount, it will be
considered an excess withdrawal. See “Determination of the Maximum Annual Withdrawal,” above. As noted, in
the event of a divorce there is no change to the Maximum Annual Withdrawal and we will continue to deduct
charges for the ING Joint LifePay Plus rider.

In the event of a divorce during Lifetime Automatic Periodic Benefit Status, there will be no change to the periodic
payments made. Payments will continue until both spouses are deceased.

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Death of Owner. The death of the owner (or in the case of joint owners, the first owner, or for custodial IRAs,
the annuitant) may cause the termination of the ING Joint LifePay Plus rider and its charges, depending upon
whether one or both spouses are in active status at the time of death, as described below.

1)	If both spouses are in active status: If the surviving spouse elects to continue the contract and
	becomes the sole owner and annuitant, the ING Joint LifePay Plus rider will remain in effect pursuant
	to its original terms and ING Joint LifePay Plus coverage and charges will continue. As of the date the
	contract is continued, the Joint LifePay Plus Base will be reset to the current Contact value, if greater,
	and the Maximum Annual Withdrawal will recalculated as the Maximum Annual Withdrawal
	percentage multiplied by the new Joint LifePay Plus Base on the date the contract is continued.
	However, under no circumstances will this recalculation result in a reduction to the Maximum Annual
	Withdrawal.
	If the surviving spouse elects not to continue the contract, ING Joint LifePay Plus rider coverage and
	charges will cease upon the earlier of payment of the death benefit or notice that an alternative
	distribution option has been chosen.
2)	If the surviving spouse is in inactive status: The ING Joint LifePay Plus rider terminates and ING
	Joint LifePay Plus coverage and charges cease upon the date of death of the last Active Spouse.

Change of Owner or Annuitant. Other than as a result of spousal continuation, you may not change the
annuitant. The ING Joint LifePay Plus rider and rider charges will terminate upon change of owner, including
adding an additional owner, except for the following ownership changes:

1)	spousal continuation by an active spouse, as described above;
2)	change of owner from one custodian to another custodian for the benefit of the same individual;
3)	change of owner from a custodian for the benefit of an individual to the same individual (in order to
	avoid the owner’s spouse from being designated inactive, the owner’s spouse must be named sole
	beneficiary under the contract);
4)	change of owner from an individual to a custodian for the benefit of the same individual;
5)	collateral assignments;
6)	for nonqualified contracts only, the addition of a joint owner, provided that the additional joint owner
	is the original owner’s spouse and is active when added as joint owner;
7)	for nonqualified contracts, removal of a joint owner, provided the removed joint owner is active and
	becomes the primary contract beneficiary; and
8)	change of owner where the owner becomes the sole primary beneficiary and the sole primary
	beneficiary becomes the owner if both were active spouses at the time of the change.

Surrender Charges. If you elect the ING Joint LifePay Plus 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 Joint LifePay Plus rider are not subject to surrender charges, nor will these
amounts be subject to any other charges under the contract.

Federal Tax Considerations. For more information about the tax treatment of amounts paid to you under the
ING Joint LifePay Plus rider, see “Federal Tax Considerations – Tax Consequences of Living Benefits and Death
Benefit.”

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7. Replace “APPENDIX H” with:

APPENDIX H

ING LifePay Plus and ING Joint LifePay Plus 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 charges, 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 charges, 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 charges, 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 charges, 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 charges, 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 charges, 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.

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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).

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. 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 charges, 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 charges, 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 charges, 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 Occurs.

Assume the Maximum Annual Withdrawal is $5,000 and the Maximum Annual Withdrawal percentage is 5%.

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

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

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SUPPLEMENT Dated August 20, 2007

To The Prospectuses Dated April 30, 2007 For: 

ING GoldenSelect Generations Contracts Issued By 

ING USA Annuity and Life Insurance Company 

This supplement updates the prospectus. Please read it carefully and keep it with your copy of 

the prospectus for future reference. If you have any questions, please call our Customer Service 

Center at 1-800-366-0066. 

The ING LifePay Plus and Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit
(MGWB) Riders are now available in your state and have replaced our ING LifePay and Joint
LifePay MGWB Riders. If you already own a Contract with an ING LifePay rider, you may
have an opportunity to replace your existing LifePay rider with the ING LifePay Plus rider.
Please contact us for more information and eligibility details.

In states where ING LifePay Plus and Joint LifePay Plus MGWB Riders are approved and
available, the April 30, 2007 prospectus is modified as follows:

1.	Under the “FEES AND EXPENSES” section that begins on page 1, replace the “Optional
	Rider Charges” tables with:

Optional Rider Charges¹ 

Earnings Multiplier Benefit rider:

As an Annual Charge	Maximum Annual Charge
(Charge Deducted Quarterly)
0.30% of contract value	0.30% of contract value

Minimum Guaranteed Income Benefit rider:

As an Annual Charge	Maximum Annual Charge
(Charge Deducted Quarterly)
0.75% of the MGIB Charge Base2	1.50% of the MGIB Charge Base2

ING LifePay Plus Minimum Guaranteed Withdrawal Benefit rider:

As an Annual Charge - Currently	Maximum Annual Charge if Reset Benefit
(Charge Deducted Quarterly)	Elected3
0.60% of the ING LifePay Plus Base	2.00% of the ING LifePay Plus Base

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ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit rider:

As an Annual Charge – Currently	Maximum Annual Charge if Reset Benefit
(Charge Deducted Quarterly)	Elected4
0.85% of the ING Joint LifePay Plus Base	2.50% of the ING Joint LifePay Plus Base

1 An optional rider charge, expressed as a percentage of contract value that is rounded to the nearest 

     hundredth of one percent, is deducted from the contract value in your subaccount allocations (and/or your 

     Fixed Interest Allocations if there is insufficient contract value in the subaccounts). 

2 For more information about how the MGIB Charge Base is determined, please see “Charges and Fees - 

     Optional Riders – Minimum Guaranteed Income Benefit Rider.” 

3 Please see “ING LifePay Plus Minimum Guaranteed Withdrawal Benefit – ING LifePay Plus Reset.” 

4 Please see “ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit – ING Joint LifePay Plus 

     Reset.” 

2.  Also under the “FEES AND EXPENSES” section on page 4, replace the Example with: 

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.

The Example assumes that you invest $10,000 in the Contract for the time periods indicated. The costs reflected are
the maximum charges for the Contract with the Max 7 Enhanced Death Benefit and the most expensive combination
of riders possible: Earnings Multiplier Benefit and ING Joint LifePay Plus Minimum Guaranteed Withdrawal
Benefit. The Example also assumes that your investment has a 5% return each year, and assumes the maximum
Trust or Fund fees and expenses. Excluded are premium taxes and any transfer charges.

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

1)	If you surrender or annuitize your contract at the end of the applicable time period:
	1 year	3 years	5 years	10 years
	$1,431	$2,514	$3,628	$6,648
2)	If you do not surrender your contract:
	1 year	3 years	5 years	10 years
	$631	$1,914	$3,628	$6,648

Compensation is paid for the sale of the Contracts. For information about this compensation, see “Other Contract
Provisions – Selling the Contract.”

3.	Under the “CHARGES AND FEES” section that begins on page 9, replace the
	paragraphs about the “ING LifePay Minimum Guaranteed Withdrawal Benefit (ING
	LifePay) Rider Charge” and “ING Joint LifePay Minimum Guaranteed Withdrawal
	Benefit (ING Joint LifePay) Rider Charge” with:

ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (ING LifePay Plus) Rider Charge. The
charge for the ING LifePay Plus rider, a living benefit, is deducted quarterly from your contract value:

Maximum Annual Charge	Current Annual Charge
2.00%	0.60%

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This quarterly charge is a percentage of the ING LifePay Plus Base. We deduct the charge in arrears based on the
contract date (contract year versus calendar year). In arrears means the first charge is deducted at the end of the first
quarter from the contract date. If the rider is added after contract issue, the rider and charges will begin on the next
following quarterly contract anniversary. The charge will be pro-rated when the rider is terminated. Charges are
deducted through the date your rider enters either the Automatic Periodic Benefit Status or Lifetime Automatic
Periodic Benefit Status. Automatic Periodic Benefit Status or Lifetime Automatic Periodic Benefit Status occurs if
your contract value is reduced to zero and other conditions are met. The current charge can change upon a reset
after your first five contract years. You will never pay more than the maximum annual charge. For more
information about how this rider works, including when Lifetime Automatic Periodic Benefit Status begins, please
see “Living Benefit Riders – ING LifePay Plus/Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit
Riders.”

If the contract value in the subaccounts is insufficient for the charge, then we deduct it from any Fixed Interest
Allocations, in which case a Market Value Adjustment may apply. But currently, a Market Value Adjustment
would not apply when this charge is deducted from a Fixed Interest Allocation. With Fixed Interest Allocations, we
deduct the charge from the Fixed Interest Allocation having the nearest maturity. For more information about the
Fixed Interest Allocation, including the Market Value Adjustment, please see Appendix C. We reserve the right to
change the charge for this rider, subject to the maximum annual charge. If changed, the new charge will only apply
to riders issued after the change.

ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (ING Joint LifePay Plus) Rider
Charge. The charge for the ING Joint LifePay Plus rider, a living benefit, is deducted quarterly from your contract
value:

Maximum Annual Charge	Current Annual Charge
2.50%	0.85%

This quarterly charge is a percentage of the ING Joint LifePay Plus Base. We deduct the charge in arrears based on
the contract date (contract year versus calendar year). In arrears means the first charge is deducted at the end of the
first quarter from the contract date. If the rider is added after contract issue, the rider and charges will begin on the
next following quarterly contract anniversary. The charge will be pro-rated when the rider is terminated. Charges
are deducted through the date your rider enters either the Automatic Periodic Benefit Status or Lifetime Automatic
Periodic Benefit Status. Automatic Periodic Benefit Status or Lifetime Automatic Periodic Benefit Status occurs if
your contract value is reduced to zero and other conditions are met. The current charge can be subject to change
upon a reset after your first five contract years. You will never pay more than the maximum annual charge. For
more information about how this rider works, including when Lifetime Automatic Periodic Benefit Status begins,
please see “Living Benefit Riders - ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit Rider.”

If the contract value in the subaccounts is insufficient for the charge, then we deduct it from any Fixed Interest
Allocations, in which case a Market Value Adjustment may apply. But currently, a Market Value Adjustment
would not apply when this charge is deducted from a Fixed Interest Allocation. With Fixed Interest Allocations, we
deduct the charge from the Fixed Interest Allocation having the nearest maturity. For more information about the
Fixed Interest Allocation, including the Market Value Adjustment, please see Appendix C. We reserve the right to
change the charge for this rider, subject to the maximum annual charge. If changed, the new charge will only apply
to riders issued after the change.

4.	Under the “LIVING BENEFIT RIDERS” section that begins on page 20, replace the
	third and fourth paragraphs with:

The Contract has three living benefit riders offering protection against the investment risks with your Contract:

·	The Minimum Guaranteed Income Benefit rider, which you may wish to purchase if you are concerned
	about having a minimum amount of income in annuitizing your Contract;
·	The ING LifePay Plus Minimum Guaranteed Withdrawal Benefit rider, which you may wish to purchase if
	you are concerned that you may outlive your income; and

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·	The ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit rider, which you may wish to
	purchase if you are married and concerned that you and your spouse may outlive your income.

These living benefit riders are described further below. You may only add one living benefit rider to your Contract.
We do, however, reserve the right to allow the purchase of more than one living benefit rider in the future. You
should not purchase the ING LifePay Plus rider with multiple owners, unless the owners are spouses.

5.	Also under the “LIVING BENEFIT RIDERS” section beginning on page 28, replace the
	paragraphs about the “ING LifePay Minimum Guaranteed Withdrawal Benefit (“ING
	LifePay”) Rider” with:

ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING LifePay Plus”) Rider. The ING LifePay
Plus rider generally provides, subject to the restrictions and limitations below, that we will guarantee a minimum
level of annual withdrawals from the Contract for the lifetime of the annuitant, even if these withdrawals deplete
your Contract value to zero. You may wish to purchase this rider if you are concerned that you may outlive your
income.

Purchase. In order to elect the ING LifePay Plus 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 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 Plus rider is available for Contracts issued on and after August 20, 2007 (subject to
availability and state approvals) that do not already have a living benefit rider. The ING LifePay Plus 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 after a contract has been issued without it, subject to certain conditions. Contact the Customer Service
Center for more information. Such election must be received in good order, including compliance with the
investment restrictions described below. The rider will be effective as of the following quarterly Contract
anniversary. If the ING LifePay Plus rider is not available, or if your Contract has the Minimum Guaranteed
Withdrawal Benefit rider, then please see “Appendix J – Minimum Guaranteed Withdrawal Benefit.”

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

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

Termination. The ING LifePay Plus 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 Plus 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 Plus rider to
terminate automatically are discussed below.

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Guaranteed Withdrawal Status. This status begins on the date of the first withdrawal, ONLY IF the quarterly
contract anniversary following the annuitant reaching age 59 ½ has not yet passed. This status will then continue
until the earliest of:

1)	quarterly contract anniversary following the annuitant reaching age 59 ½, provided the contract owner
	does not decline the change to Lifetime Guaranteed Withdrawal Status;
2)	reduction of the ING LifePay Plus Base to zero, at which time the rider will terminate;
3)	the annuity commencement date;
4)	reduction of the Contract value to zero by a withdrawal in excess of the Maximum Annual
	Withdrawal;
5)	reduction of the Contract value to zero by a withdrawal less than or equal to the Maximum Annual
	Withdrawal (see “Automatic Periodic Benefit Status,” below);
6)	the surrender or annuitization of the Contract; or
7)	the death of the owner (first owner, in the case of joint owners; annuitant, in the case of a non-natural
	person owner), unless your spouse beneficiary elects to continue the Contract.

Lifetime Guaranteed Withdrawal Status. This status begins on the date of your first withdrawal, provided
the quarterly contract anniversary following the annuitant’s age 59 ½ has passed. If your first withdrawal is taken
before this date, then the Lifetime Guaranteed Withdrawal Status will automatically begin on the quarterly contract
anniversary following the annuitant reaching age 59 ½. This status 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;
3)	reduction of the Contract value to zero by a withdrawal less than or equal to the Maximum Annual
	Withdrawal (see “Lifetime Automatic Periodic Benefit Status,” below);
4)	the surrender or annuitization of the Contract; or
5)	the death of the owner (first owner, in the case of joint owners; annuitant, in the case of a non-natural
	person owner), unless your spouse beneficiary elects to continue the Contract.

You will receive prior notice, of not less than 30 days, if you are in the Guaranteed Withdrawal Status and become
eligible for the Lifetime Guaranteed Withdrawal Status. This notice will explain the change, its impact to you and
your options. You may decline this change. Automatic reset into the Lifetime Guaranteed Withdrawal Status could
result in a lower Maximum Annual Withdrawal. However, this action will also apply to all future resets (see below)
and cannot be reversed. As described below, certain features of the ING LifePay Plus rider may differ depending
upon whether you are in Lifetime Guaranteed Withdrawal Status.

How the ING LifePay Plus Rider Works. The ING LifePay Plus 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.

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

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

During the Growth Phase, the initial ING LifePay Plus Base is increased dollar-for-dollar by any premiums received
(“eligible premiums”). In addition, on each quarterly contract anniversary, the ING LifePay Plus Base is
recalculated as the greater of:

·  The current ING LifePay Plus Base; or 

·  The current Contract value. This is referred to as a quarterly “ratchet.” 

Also, on each of the first ten contract anniversaries, the ING LifePay Plus Base is recalculated as the greatest of:

·	The current ING LifePay Plus Base; or
·	The current Contract value; and
·	The ING LifePay Plus Base on the previous contract anniversary, increased by 7%, plus any eligible
	premiums and minus any third-party investment advisory fees paid from your contract during the year.
	This is referred to as an annual “step-up.”

Please note that if this rider is added after the contract date, then the first opportunity for a step-up will be on the
first contract anniversary following a complete contract year after the rider date.

The ING LifePay Plus 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 Plus 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
under the benefit reset feature of the ING LifePay Plus rider (see “ING LifePay Plus Reset,” 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 a percentage of the greater of 1) the Contract
value and 2) the ING LifePay Plus 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. The Maximum Annual
Withdrawal percentage, which varies by age of the annuitant on the date the Withdrawal Phase begins, is as
follows:

	Maximum Annual
Annuitant Age	Withdrawal Percentage
0-75*	5%*
76-80	6%
81+	7%

*If the Withdrawal Phase begins before the quarterly contract anniversary on or after the annuitant reaches
age 59-1/2, withdrawals in a contract year up to the Maximum Annual Withdrawal will reduce the ING
LifePay Plus Base dollar-for-dollar, under what the rider refers to as the “Standard Withdrawal Benefit.”

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Then, on the quarterly contract anniversary on or after the annuitant reaches age 59 ½, the ING LifePay Plus
Base will automatically be reset to the current Contract value, if greater, and the Maximum Annual
Withdrawal will be recalculated.

Once determined, the Maximum Annual Withdrawal percentage never changes for the Contract, except as
provided for under spousal continuation. See “Continuation After Death – Spouse,” below. This is important
to keep in mind in deciding when to take your first withdrawal because the younger you are at that time, the
lower the Maximum Annual Withdrawal percentage.

If the Contract’s annuity commencement date is reached, you may elect a life only annuity option, in lieu of
the Contract’s other annuity options, under which we will pay the greater of the annuity payout under the
Contract and equal annual payments of the Maximum Annual Withdrawal.

If withdrawals in any Contract year exceed the Maximum Annual Withdrawal, then the ING LifePay Plus
Base and the Maximum Annual Withdrawal will be reduced on a pro-rata basis. This means that both the
ING LifePay Plus Base and 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 H, 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 Tax Code, that exceed the Maximum Annual Withdrawal for a specific
Contract year, will not be deemed excess withdrawals in that Contract year for purposes of the ING LifePay
Plus rider, 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 will count first against and
	reduce any unused Additional Withdrawal Amount for the previous calendar year followed by any
	Additional Withdrawal Amount for the current calendar year.
5)	Withdrawals that exceed all available Additional Withdrawal Amounts are excess withdrawals and
	will reduce the Maximum Annual Withdrawal on a pro-rata basis, as described above.

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6)	The Additional Withdrawal Amount is reset to zero at the end of the second calendar year from
	which it was originally calculated.
7)	If the Contract is still in the Growth Phase on the date the Additional Withdrawal Amount is
	determined, but enters the Withdrawal Phase later during that calendar year, the Additional
	Withdrawal Amount will be equal to the amount in excess of the Maximum Annual Withdrawal
	necessary to satisfy the Required Minimum Distribution for that year (if any).

See Appendix H, 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 Plus Base on a dollar-for-dollar basis, and during the Withdrawal Phase,
these withdrawals are treated as any other withdrawal.

Automatic Periodic Benefit Status. 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 Guaranteed Withdrawal Status,
the rider will enter Automatic Periodic Benefit Status and you are entitled to receive periodic payments in an
annual amount equal to the Maximum Annual Withdrawal, until the remaining ING LifePay Plus Base is
exhausted.

When the rider enters Automatic Periodic Benefit Status:

1)	the Contract will provide no further benefits other than as provided under the ING LifePay Plus
	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 Automatic Periodic Benefit Status, we will pay you periodic payments in an annual amount that is equal
to the Maximum Annual Withdrawal. These payments will continue until the ING LifePay Plus Base is
reduced to zero, at which time the rider will terminate without value.

The 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. If, at the time the rider
enters 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.

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.

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.

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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 Plus
	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 in an annual amount
that is 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 Plus Reset. Once the Lifetime Guaranteed Withdrawal Status begins and the Maximum
Annual Withdrawal has been determined, on each quarterly contract anniversary we will increase (or “reset”)
the ING LifePay Plus Base to the current Contract value, if the Contract value is higher. The Maximum Annual
Withdrawal will also be recalculated, and the remaining portion of the new Maximum Annual Withdrawal will
be available for withdrawal immediately. This reset ONLY occurs when the rider is in Lifetime Guaranteed
Withdrawal Status, and is automatic.

We reserve the right to change the charge for this rider with a reset. In this event, you will receive prior notice,
of not less than 30 days, which explains the change, its impact to you and your options. You may decline this
change (and the reset). However, this action will apply to all future resets and cannot be reversed.

Investment Option Restrictions. While the ING LifePay Plus 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 Funds. See
“Fixed Allocation Funds Automatic Rebalancing,” below.

Accepted Funds. Currently, Accepted Funds are: ING Franklin Templeton Founding Strategy Portfolio;
ING LifeStyle Moderate Portfolio; ING LifeStyle Moderate Growth Portfolio; ING LifeStyle Growth Portfolio;
ING MFS Total Return Portfolio; ING T. Rowe Price Capital Appreciation Portfolio; ING Van Kampen Equity
and Income Portfolio; ING Liquid Assets Portfolio; and Fixed Account II. 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 Funds. The ING VP Intermediate Bond Portfolio and the ING PIMCO Core Bond
Portfolio are designated as the Fixed Allocation Funds. On and after April 30, 2007, you may allocate your
contract value to one or both Fixed Allocation Funds. We consider the ING VP Intermediate Bond Portfolio to
be the default Fixed Allocation Fund with Fixed Allocation Funds Automatic Rebalancing.

If the rider is not continued under the spousal continuation right when available, the Fixed Allocation Fund may
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 Funds will be
considered a Covered Fund allocation while the rider is in effect.

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

Fixed Allocation Funds Automatic Rebalancing. If the Contract value in the Fixed Allocation Funds is
less than 20% of the total Contract value allocated to the Fixed Allocation Funds and Other Funds on any ING
LifePay Plus Rebalancing Date, we will automatically rebalance the Contract value allocated to the Fixed
Allocation Funds and Other Funds so that 20% of this amount is allocated to the Fixed Allocation Funds.
Accepted Funds are excluded from Fixed Allocation Funds 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 Plus 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 Funds or Other Funds, whether automatic or
	specifically directed by you; and
3)	withdrawals from the Fixed Allocation Funds or Other Funds.

Fixed Allocation Funds 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 Funds Automatic
Rebalancing will occur immediately after the automatic rebalancing to restore the required allocations. See
“Appendix I – Examples of Fixed Allocation Funds Automatic Rebalancing.”

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

Death of Owner or Annuitant. The ING LifePay Plus rider and charges will terminate on the date of
death of the owner (or in the case of joint owners, the first owner), or the annuitant if there is a non-natural
owner.

Continuation After Death – Spouse. If the surviving spouse of the deceased owner continues the
Contract (see “Death Benefit Choices – Continuation After Death – Spouse”), the rider will also continue on the
next quarterly contract anniversary, provided 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 Plus Base will be reset to equal the greater of the
	ING LifePay Plus Base and the then current Contract value;
3)	The ING LifePay Plus charges will restart and be the same as were in effect prior to the claim date;
4)	Ratchets, which stop on the claim date, are restarted, effective on the date the rider is continued;
5)	Any remaining step-ups will be available, and if the rider is continued before an annual contract
	anniversary when a step-up would have been available, then that step-up will be available;

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6)	The Maximum Annual Withdrawal percentage will be determined as of the date of the first
	withdrawal, whenever it occurs, and will be based on the spouse’s age on that date; and
7)	The rider’s Standard Withdrawal Benefit will be available until the quarterly contract anniversary on or
	after the spouse is age 59 ½.

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

1)	The rider will continue in the Withdrawal Phase.
2)	The rider’s charges will restart on the date the rider is continued and be the same as were in effect prior
	to the claim date.
3)	On the quarterly Contract anniversary that the date the rider is continued:
	(a)	If the surviving spouse was not the annuitant before the owner’s death, then the ING LifePay
		Plus Base will be reset to the current Contract value and the Maximum Annual Withdrawal is
recalculated by multiplying the new ING LifePay Plus Base by the Maximum Annual
		Withdrawal percentage based on the surviving spouse’s age on that date. Withdrawals are
		permitted pursuant to the other provisions of the rider. 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, then the ING LifePay Plus
		Base will be reset to the current Contract value, only if greater, and the Maximum Annual
		Withdrawal is recalculated by multiplying the new ING LifePay Plus Base by the Maximum
		Annual Withdrawal percentage. Withdrawals are permitted pursuant to the other provisions of
		the rider.
4)	The rider charges will restart on the quarter Contract anniversary that the rider is continued and will be
	the same as were in effect prior to the claim date.

Effect of ING LifePay Plus Rider on Death Benefit. If you die before Lifetime Automatic Periodic
Benefit Status begins under the ING LifePay Plus 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. Thus, you should not purchase this rider with multiple
owners, unless the owners are spouses. See “Death of Owner or Annuitant” and “Continuation After Death –
Spouse,” above for further information.

While in Lifetime Automatic Periodic Benefit Status, if the owner who is not the annuitant dies, we will
continue to pay the periodic payments that the owner was receiving under the ING LifePay Plus rider to the
beneficiary. While in Lifetime Automatic Periodic Benefit Status, if an owner who is also the annuitant dies,
the periodic payments will stop. No other death benefit is payable.

While the rider is in Automatic Periodic Benefit Status, if the owner dies, the remaining ING LifePay Plus Base
will be paid to the beneficiary in a lump sum.

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;

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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 Plus 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 Plus rider are not subject to surrender charges.

Loans. No loans are permitted on Contracts with the ING LifePay Plus rider.

Taxation. For more information about the tax treatment of amounts paid to you under the ING LifePay Plus
Rider, see “Federal Tax Considerations – Tax Consequences of Living Benefits and Death Benefit.”

6.	Also under the “LIVING BENEFITS RIDERS” section beginning on page 35, replace
	the paragraphs about the “ING Joint LifePay Minimum Guaranteed Withdrawal Benefit
	(“ING Joint LifePay”) Rider” with:

ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING Joint LifePay Plus”) Rider. The
ING Joint LifePay Plus rider generally provides, subject to the restrictions and limitations below, that we will
guarantee a minimum level of annual withdrawals from the Contract for the lifetime of both you and your spouse,
even if these withdrawals deplete your contract value to zero. You may wish to purchase this rider if you are
married and are concerned that you and your spouse may outlive your income.

Purchase. The ING Joint LifePay Plus rider is only available for purchase by individuals who are married at
the time of purchase and eligible to elect spousal continuation (as defined by the Tax Code) when the death benefit
becomes payable. We refer to these individuals as spouses. Certain ownership, annuitant, and beneficiary
designations are required in order to purchase the ING Joint LifePay Plus rider. See “Ownership, Annuitant, and
Beneficiary Requirements,” below.

The maximum issue age is 80. Both spouses must meet these issue age requirements on the contract anniversary on
which the ING Joint LifePay Plus rider is effective. The issue age is the age of the owners on the Contract
anniversary on which the rider is effective. Some broker dealers may limit the maximum issue age to ages younger
than age 80, but in no event lower than age 55. We reserve the right to change the minimum or maximum issue ages
on a nondiscriminatory basis. The ING Joint LifePay Plus rider is available for Contracts issued on and after
August 20, 2007 (subject to availability and state approvals) that do not already have a living benefit rider. The
ING Joint LifePay Plus 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 ING Joint LifePay Plus rider to be elected after a contract has been issued without it,
subject to certain conditions. Please contact our Customer Service Center for more information. Such election must
be received in good order, including owner, annuitant, and beneficiary designations and compliance with the
investment restrictions described below. The ING Joint LifePay Plus rider will be effective as of the following
quarterly contract anniversary.

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Ownership, Annuitant, and Beneficiary Designation Requirements. Certain ownership, annuitant, and
beneficiary designations are required in order to purchase the ING Joint LifePay Plus rider. These designations
depend upon whether the contract is issued as a nonqualified contract, an IRA or a custodial IRA. In all cases, the
ownership, annuitant, and beneficiary designations must allow for the surviving spouse to continue the contract
when the death benefit becomes payable, as provided by the Tax Code. Non-natural, custodial owners are only
allowed with IRAs (“custodial IRAs”). Joint annuitants are not allowed. The necessary ownership, annuitant,
and/or beneficiary designations are described below. Applications that do not meet the requirements below will be
rejected. We reserve the right to verify the date of birth and social security number of both spouses.

Nonqualified Contracts. For a jointly owned contract, the owners must be spouses, and the annuitant
must be one of the owners. For a contract with only one owner, the owner’s spouse must be the sole primary
beneficiary, and the annuitant must be one of the spouses.

IRAs. There may only be one owner, who must also be the annuitant. The owner’s spouse must be the
sole primary beneficiary.

Custodial IRAs. While we do not maintain individual owner and beneficiary designations for IRAs held
by an outside custodian, the ownership and beneficiary designations with the custodian must comply with the
requirements listed in “IRAs,” above. The annuitant must be the same as the beneficial owner of the custodial
IRA. We require the custodian to provide us the name and date of birth of both the owner and the owner’s
spouse.

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

No Cancellation. Once you purchase the ING Joint LifePay Plus rider, you many not cancel it unless you
cancel the contract during the contract’s free look period (or otherwise cancel the contract pursuant to its terms),
surrender or annuitize in lieu of payments under the ING Joint LifePay Plus rider. These events automatically
cancel the ING Joint LifePay Plus rider. The Company may, at its discretion, cancel and/or replace the ING Joint
LifePay Plus rider at your request in order to renew or reset the ING Joint LifePay Plus rider.

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

1)	terminate your contract pursuant to its terms during the accumulation phase, surrender, or begin
	receiving annuity payments in lieu of payments under the ING Joint LifePay Plus rider;
2)	die during the accumulation phase (first owner to die in the case of joint owners, or death of annuitant
	if the contract is a custodial IRA), unless your spouse elects to continue the contract (and your spouse
	is active for purposes of the ING Joint LifePay Plus rider); or
3)	change the owner of the contract (other than a spousal continuation by an active spouse).

See “Change of Owner or Annuitant,” below. Other circumstances that may cause the ING Joint LifePay Plus rider
to terminate automatically are discussed below.

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Active Status. Once the ING Joint LifePay Plus rider has been issued, a spouse must remain in “active” status
in order to exercise rights and receive the benefits of the ING Joint LifePay Plus rider after the first spouse’s death
by electing spousal continuation. In general, changes to the ownership, annuitant, and/or beneficiary designation
requirements noted above will result in one spouse being designated as “inactive.” Inactive spouses are not eligible
to continue the benefits of the ING Joint LifePay Plus rider after the death of the other spouse. Once designated
“inactive,” a spouse may not regain active status under the ING Joint LifePay Plus rider. Specific situations that will
result in a spouse’s designation as “inactive” include the following:

1)	For nonqualified contracts where the spouses are joint owners, the removal of a joint owner (if that
	spouse does not automatically become sole primary beneficiary pursuant to the terms of the contract),
	or the change of one joint owner to a person other than an active spouse.
2)	For nonqualified contracts where one spouse is the owner and the other spouse is the sole primary
	beneficiary, as well as for IRA contracts (including custodial IRAs), the addition of a joint owner who
	is not also an active spouse or any change of beneficiary (including the addition of primary
	beneficiaries).
3)	In the event of the death of one spouse (in which case the deceased spouse becomes inactive).

An owner may also request that one spouse be treated as inactive. In the case of joint-owned contracts, both
contract owners must agree to such a request. An inactive spouse is not eligible to exercise any rights or receive any
benefits under the ING Joint LifePay Plus rider. However, all charges for the ING Joint LifePay Plus rider will
continue to apply, even if one spouse becomes inactive, regardless of the reason. You should make sure you
understand the impact of beneficiary and owner changes on the ING Joint LifePay Plus rider prior to
requesting any such changes.

A divorce will terminate the ability of an ex-spouse to continue the contract. See “Divorce,” below.

Guaranteed Withdrawal Status. This status begins on the date of the first withdrawal, ONLY IF the quarterly
contract anniversary following the youngest active spouse’s 65^th birthday has not yet passed. This status will then
continue until the earliest of:

1)	quarterly contract anniversary following the youngest active spouse’s 65th birthday, provided the
	contract owner does not decline the change to Lifetime Guaranteed Withdrawal Status;
2)	reduction of the ING Joint LifePay Plus Base to zero, at which time the rider will terminate;
3)	the annuity commencement date;
4)	reduction of the Contract value to zero by a withdrawal in excess of the Maximum Annual
	Withdrawal;
5)	reduction of the Contract value to zero by a withdrawal less than or equal to the Maximum Annual
	Withdrawal (see “Automatic Periodic Benefit Status,” below);
6)	the surrender or annuitization of the Contract; or
7)	the death of the owner (first owner, in the case of joint owners; annuitant, in the case of a non-natural
	person owner), unless your spouse beneficiary elects to continue the Contract.

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Lifetime Guaranteed Withdrawal Status. This status begins on the date of the first withdrawal, provided the
quarterly contract anniversary following the youngest active spouse’s 65^th birthday has passed. If the first
withdrawal is taken prior to this date, then the Lifetime Guaranteed Withdrawal Status will automatically begin on
the quarterly contract anniversary following the youngest active spouse’s 65^th birthday. This status 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;
3)	reduction of the contract value to zero by a withdrawal less than or equal to the Maximum Annual
	Withdrawal (see “Lifetime Automatic Periodic Benefit Status,” below);
4)	the surrender of the contract; or
5)	the death of the owner (first owner, in the case of joint owners, or the annuitant, in the case of a
	custodial IRA), unless your active spouse beneficiary elects to continue the contract.

You will receive prior notice, of not less than 30 days, if you are in the Guaranteed Withdrawal Status and become
eligible for the Lifetime Guaranteed Withdrawal Status. This notice will explain the change, its impact to you and
your options. You may decline this change. Automatic reset into the Lifetime Guaranteed Withdrawal Status could
result in a lower Maximum Annual Withdrawal. However, this action will also apply to all future resets (see below)
and cannot be reversed. As described below, certain features of the ING Joint LifePay Plus rider may differ
depending upon whether you are in Lifetime Guaranteed Withdrawal Status.

How the ING Joint LifePay Plus Rider Works. The ING Joint LifePay Plus rider has two phases. The first
phase, called the Growth Phase, begins on the effective date of the ING Joint LifePay Plus 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 you take the first withdrawal of any kind
under the contract (other than advisory fees, as described below), or the annuity commencement date, whichever
occurs first.

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

1)	If you purchased the ING Joint LifePay Plus rider on the contract date, the initial ING Joint LifePay
	Plus Base is equal to the initial premium.
2)	If you purchased the ING Joint LifePay Plus rider after the contract date, the initial ING Joint LifePay
	Plus Base is equal to the contract value on the effective date of the ING Joint LifePay Plus rider.

During the Growth Phase, the initial ING Joint LifePay Plus Base is increased dollar-for-dollar by any premiums
received (“eligible premiums”). In addition, on each quarterly contract anniversary, the ING Joint LifePay Plus
Base is recalculated as the greater of:

·  The current ING Joint LifePay Plus Base; or 

·  The current Contract value. This is referred to as a quarterly “ratchet.” 

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Also, on each of the first ten contract anniversaries, the ING Joint LifePay Plus Base is recalculated as the greatest
of

·	The current ING Joint LifePay Plus Base; or
·	The current Contract value; and
·	The ING Joint LifePay Plus Base on the previous contract anniversary, increased by 7%, plus any eligible
	premiums and minus any third-party investment advisory fees paid from your contract during the year.
	This is referred to as an annual “step-up.”

Please note that if this rider is added after the contract date, then the first opportunity for a step-up will be on the
first contract anniversary following a complete contract year after the rider date.

The ING Joint LifePay Plus 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 Joint LifePay Plus 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 under the benefit reset feature of the ING Joint LifePay Plus rider (see “ING Joint LifePay Plus Reset,”
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 the Maximum Annual Withdrawal percentage multiplied by
the greater of the contract value and the ING Joint LifePay Plus Base, as of the last day of the Growth Phase.
The first withdrawal after the effective date of the ING Joint LifePay Plus rider (which causes the end of the
Growth Phase) is treated as occurring on the first day of the Withdrawal Phase, immediately after calculation of
the Maximum Annual Withdrawal. The Maximum Annual Withdrawal percentage, which varies by age of the
youngest active spouse on the date the Withdrawal Phase begins, is as follows:

Youngest Active	Maximum Annual
Spouse’s Age	Withdrawal Percentage
0-75*	5%*
76-80	6%
81+	7%

*If the Withdrawal Phase begins before the quarterly contract anniversary on or after the younger spouse
reaches age 65, withdrawals in a contract year up to the Maximum Annual Withdrawal will reduce the ING
Joint LifePay Plus Base dollar-for-dollar, under what your rider refers to as the “Standard Withdrawal Benefit.”
Then, on the quarterly contract anniversary on or after the younger spouse reaches age 65, the ING Joint
LifePay Plus Base will automatically be reset to the current Contract value, if greater, and the Maximum
Annual Withdrawal will be recalculated.

Once determined the Maximum Annual Withdrawal percentage never changes for the contract. This is
important to keep in mind in deciding when to take your first withdrawal because the younger you are at that
time, the lower the Maximum Annual Withdrawal percentage.

If the Contract’s annuity commencement date is reached, you may elect a life only annuity option, in lieu of the
Contract’s other annuity options, under which we will pay the greater of the annuity payout under the Contract
and equal annual payments of the Maximum Annual Withdrawal, provided that, if both spouses are active,
payments under the life only annuity option will be calculated using the joint life expectancy table for both
spouses. If only one spouse is active, payments will be calculated using the single life expectancy table for the
active spouse.

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Withdrawals in a contract year that do not exceed the Maximum Withdrawal Amount do not reduce the
Maximum Withdrawal Amount. However, if withdrawals in any contract year exceed the Maximum Annual
Withdrawal (an “excess withdrawal”), the ING Joint LifePay Plus Base and the Maximum Annual Withdrawal
will be reduced on a pro-rata basis. This means that both the ING Joint LifePay Plus Base and the Maximum
Annual Withdrawal will be reduced by the same proportion as the excess withdrawal is of the contract value
determined after the deduction the amount withdrawn up to the Maximum Annual Withdrawal but before
deduction of 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 considered. However, for purposes of determining the Maximum
Annual Withdrawal reduction after an excess withdrawal, surrender charges and/or Market Value Adjustment
are considered to be part of the withdrawal, and will be included in the pro-rata adjustment to the Maximum
Annual Withdrawal. See Appendix H, 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 Tax Code are considered withdrawals for purposes of the ING Joint LifePay
Plus rider, and will begin the Withdrawal Phase if the Withdrawal Phase has not already started. Any such
withdrawal which exceeds the Maximum Annual Withdrawal for a specific contract year will not be deemed
excess withdrawals in that contract year for purposes of the ING Joint LifePay Plus rider, subject to the
following:

1)	If the contract owner’s Required Minimum Distribution for a calendar year (determined on a date on or
	before January 31 of that year), applicable to the 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 will count first against and reduce
	any unused Additional Withdrawal Amount for the previous calendar year followed by any Additional
	Withdrawal Amount for the current contract year.
5)	Withdrawals that exceed all available Additional Withdrawal Amounts 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 the second calendar year from which
	it was originally calculated.
7)	If the contract is still in the Growth Phase on the date the Additional Withdrawal Amount is
	determined, but enters the Withdrawal Phase later during that calendar year, the Additional
	Withdrawal Amount will be equal to the amount in excess of the Maximum Annual Withdrawal
	Amount necessary to satisfy the Required Minimum Distribution for that year (if any).

See Appendix H, Illustration 3.

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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 Joint LifePay Plus Base on a dollar-for-dollar basis, and during the Withdrawal Phase, these
withdrawals are treated as any other withdrawal.

Automatic Periodic Benefit Status. 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 Guaranteed Withdrawal Status,
the rider will enter Automatic Periodic Benefit Status and you are entitled to receive periodic payments in an
annual amount equal to the Maximum Annual Withdrawal, until the remaining ING Joint LifePay Plus Base is
exhausted.

When the rider enters Automatic Periodic Benefit Status:

1)	the Contract will provide no further benefits other than as provided under the ING Joint LifePay Plus
	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 Automatic Periodic Benefit Status, we will pay you periodic payments in an annual amount that is equal
to the Maximum Annual Withdrawal. These payments will continue until the ING Joint LifePay Plus Base is
reduced to zero, at which time the rider will terminate without value.

The 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. If, at the time the rider
enters 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.

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 ING Joint LifePay Plus rider will terminate
due to the pro-rata reduction described in “Determination of the Maximum Annual Withdrawal,” above.

If the contract value is reduced to zero for a reason other than a withdrawal in excess of the Maximum Annual
Withdrawal while the ING Joint LifePay Plus rider is in Lifetime Guaranteed Withdrawal Status, the ING Joint
LifePay Plus rider will enter Lifetime Automatic Periodic Benefit Status and you are no longer entitled to make
withdrawals. Instead, under the ING Joint LifePay Plus rider you will begin to receive periodic payments in an
annual amount equal to the Maximum Annual Withdrawal.

When the ING Joint LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status:

1)	the contract will provide no further benefits (including death benefits) other than as provided under the
	ING Joint LifePay Plus 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.

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During Lifetime Automatic Periodic Benefit Status, we will pay you periodic payments in an annual amount
that is equal to the Maximum Annual Withdrawal. The time period for which we will make these payments will
depend upon whether one or two spouses are active under the ING Joint LifePay Plus rider at the time this
status begins. If both spouses are active under the ING Joint LifePay Plus rider, these payments will cease upon
the death of the second spouse, at which time both the ING Joint LifePay Plus rider and the contract will
terminate without further value. If only one spouse is active under the ING Joint LifePay Plus rider, the
payments will cease upon the death of the active spouse, at which time both the ING Joint LifePay Plus rider
and the contract will terminate without value.

If the Maximum Annual Withdrawal exceeds the net withdrawals taken the contract year when the ING Joint
LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status (including the withdrawal that results in
the contract value decreasing to zero), that difference will be paid immediately to the contract owner. The
periodic payments will begin on the last day of the first full contract year following the date the ING Joint
LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status and will continue to be paid annually
thereafter.

You may elect to receive systematic withdrawals pursuant to the terms of the contract. Under a systematic
withdrawal, either a fixed amount or an amount based upon a percentage of the contract value will be
withdrawn from your contract and paid to you on a scheduled basis, either monthly, quarterly or annually. If, at
the time the ING Joint LifePay Plus 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 Joint LifePay Plus Reset. Once the Lifetime Guaranteed Withdrawal Status begins and the
Maximum Annual Withdrawal has been determined, on each quarterly contract anniversary we will increase (or
“reset”) the ING Joint LifePay Plus Base to the current Contract value, if the Contract value is higher. The
Maximum Annual Withdrawal will also be recalculated, and the remaining portion of the new Maximum
Annual Withdrawal will be available for withdrawal immediately. This reset ONLY occurs when the rider is in
Lifetime Guaranteed Withdrawal Status, and is automatic.

We reserve the right to change the charge for this rider with a reset. In this event, you will receive prior notice,
of not less than 30 days, which explains the change, its impact to you and your options. You may decline this
change (and the reset). However, this action will apply to all future resets and cannot be reversed.

Investment Option Restrictions. In order to mitigate the insurance risk inherent in our guarantee to provide
you and your spouse with lifetime payments (subject to the terms and restrictions of the ING Joint LifePay Plus
rider), we require that your contract value be allocated in accordance with certain limitations. In general, to the
extent that you choose not to invest in the Accepted Funds, we require that 20% of the amount not so invested be
invested in the Fixed Allocation Funds. We will require this allocation regardless of your investment instructions to
the contract, as described below.

While the ING Joint LifePay Plus 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 Funds. See “Fixed Allocation Funds Automatic
Rebalancing,” below.

Accepted Funds. Currently Accepted Funds are: ING Franklin Templeton Founding Strategy Portfolio;
ING LifeStyle Moderate Portfolio; ING LifeStyle Moderate Growth Portfolio; ING LifeStyle Growth Portfolio;
ING MFS Total Return Portfolio; ING T. Rowe Price Capital Appreciation Portfolio; ING Van Kampen Equity
and 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.

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Fixed Allocation Funds. The ING VP Intermediate Bond Portfolio and the ING PIMCO Core Bond
Portfolio are designated as the Fixed Allocation Funds. On and after April 30, 2007, you may allocate
contract value to one or both Fixed Allocation Funds. We consider the ING VP Intermediate Bond Portfolio to
be the default Fixed Allocation Fund with Fixed Allocation Funds Automatic Rebalancing.

Other Funds. All portfolios available under the contract other than Accepted Funds or the Fixed
Allocation Funds are considered Other Funds.

Fixed Allocation Funds Automatic Rebalancing. If the contract value in the Fixed Allocation Funds is
less than 20% of the total contract value allocated to the Fixed Allocation Funds and Other Funds on any ING
Joint LifePay Plus Rebalancing Date, we will automatically rebalance the contract value allocated to the Fixed
Allocation Funds and Other Funds so that 20% of this amount is allocated to the Fixed Allocation Funds.
Accepted Funds are excluded from Fixed Allocation Funds 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
Joint LifePay Plus 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 Funds or Other Funds, whether automatic or
	specifically directed by you; and
3)	withdrawals from the Fixed Allocation Funds or Other Funds.

Fixed Allocation Funds 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 Funds Automatic
Rebalancing will occur immediately after the automatic rebalancing to restore the required allocations. See
“Appendix I – Examples of Fixed Allocation Funds Automatic Rebalancing.”

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

Divorce. Generally, in the event of a divorce, the spouse who retains ownership of the contract will continue to
be entitled to all rights and benefits of the ING Joint LifePay Plus rider, while the ex-spouse will no longer have any
such rights or be entitled to any such benefits. In the event of a divorce during Lifetime Guaranteed Withdrawal
Status, the ING Joint LifePay Plus rider continues, and terminates upon the death of the owner (first owner in the
case of joint owners, or the annuitant in the case of a custodial IRA). Although spousal continuation may be
available under the Tax Code for a subsequent spouse, the ING Joint LifePay Plus rider cannot be continued by the
new spouse. As the result of the divorce, we may be required to withdraw assets for the benefit of an ex-spouse.
Any such withdrawal will be considered a withdrawal for purposes of the Maximum Annual Withdrawal amount. In
other words, if a withdrawal incident to a divorce exceeds the Maximum Annual Withdrawal amount, it will be
considered an excess withdrawal. See “Determination of the Maximum Annual Withdrawal,” above. As noted, in
the event of a divorce there is no change to the Maximum Annual Withdrawal and we will continue to deduct
charges for the ING Joint LifePay Plus rider.

In the event of a divorce during Lifetime Automatic Periodic Benefit Status, there will be no change to the periodic
payments made. Payments will continue until both spouses are deceased.

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Death of Owner. The death of the owner (or in the case of joint owners, the first owner, or for custodial IRAs,
the annuitant) may cause the termination of the ING Joint LifePay Plus rider and its charges, depending upon
whether one or both spouses are in active status at the time of death, as described below.

1)	If both spouses are in active status: If the surviving spouse elects to continue the contract and
	becomes the sole owner and annuitant, the ING Joint LifePay Plus rider will remain in effect pursuant
	to its original terms and ING Joint LifePay Plus coverage and charges will continue. As of the date the
	contract is continued, the Joint LifePay Plus Base will be reset to the current Contact value, if greater,
	and the Maximum Annual Withdrawal will recalculated as the Maximum Annual Withdrawal
	percentage multiplied by the new Joint LifePay Plus Base on the date the contract is continued.
	However, under no circumstances will this recalculation result in a reduction to the Maximum Annual
	Withdrawal.
	If the surviving spouse elects not to continue the contract, ING Joint LifePay Plus rider coverage and
	charges will cease upon the earlier of payment of the death benefit or notice that an alternative
	distribution option has been chosen.
2)	If the surviving spouse is in inactive status: The ING Joint LifePay Plus rider terminates and ING
	Joint LifePay Plus coverage and charges cease upon the date of death of the last Active Spouse.

Change of Owner or Annuitant. Other than as a result of spousal continuation, you may not change the
annuitant. The ING Joint LifePay Plus rider and rider charges will terminate upon change of owner, including
adding an additional owner, except for the following ownership changes:

1)	spousal continuation by an active spouse, as described above;
2)	change of owner from one custodian to another custodian for the benefit of the same individual;
3)	change of owner from a custodian for the benefit of an individual to the same individual (in order to
	avoid the owner’s spouse from being designated inactive, the owner’s spouse must be named sole
	beneficiary under the contract);
4)	change of owner from an individual to a custodian for the benefit of the same individual;
5)	collateral assignments;
6)	for nonqualified contracts only, the addition of a joint owner, provided that the additional joint owner
	is the original owner’s spouse and is active when added as joint owner;
7)	for nonqualified contracts, removal of a joint owner, provided the removed joint owner is active and
	becomes the primary contract beneficiary; and
8)	change of owner where the owner becomes the sole primary beneficiary and the sole primary
	beneficiary becomes the owner if both were active spouses at the time of the change.

Surrender Charges. If you elect the ING Joint LifePay Plus 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 Joint LifePay Plus rider are not subject to surrender charges, nor will these
amounts be subject to any other charges under the contract.

Federal Tax Considerations. For more information about the tax treatment of amounts paid to you under the
ING Joint LifePay Plus rider, see “Federal Tax Considerations – Tax Consequences of Living Benefits and Death
Benefit.”

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7. Replace “APPENDIX H” with:

APPENDIX H

ING LifePay Plus and ING Joint LifePay Plus 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 charges, 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 charges, 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 charges, 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 charges, 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 charges, 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 charges, 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.

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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).

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. 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 charges, 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 charges, 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 charges, 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 Occurs.

Assume the Maximum Annual Withdrawal is $5,000 and the Maximum Annual Withdrawal percentage is 5%.

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

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

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SUPPLEMENT Dated August 20, 2007

To The Prospectuses Dated April 30, 2007 For: 

ING GoldenSelect Opportunities^® Contracts Issued By 

ING USA Annuity and Life Insurance Company 

This supplement updates the prospectus. Please read it carefully and keep it with your copy of 

the prospectus for future reference. If you have any questions, please call our Customer Service 

Center at 1-800-366-0066. 

The ING LifePay Plus and Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit
(MGWB) Riders are now available in your state and have replaced our ING LifePay and Joint
LifePay MGWB Riders. If you already own a Contract with an ING LifePay rider, you may
have an opportunity to replace your existing LifePay rider with the ING LifePay Plus rider.
Please contact us for more information and eligibility details.

In states where ING LifePay Plus and Joint LifePay Plus MGWB Riders are approved and
available, the April 30, 2007 prospectus is modified as follows:

1.	Under the “FEES AND EXPENSES” section that begins on page 1, replace the “Optional
	Rider Charges” tables with:

Optional Rider Charges¹ 

Earnings Multiplier Benefit rider:

As an Annual Charge	Maximum Annual Charge
(Charge Deducted Quarterly)
0.30% of contract value	0.30% of contract value

Minimum Guaranteed Income Benefit rider:

As an Annual Charge	Maximum Annual Charge
(Charge Deducted Quarterly)
0.75% of the MGIB Charge Base2	1.50% of the MGIB Charge Base2

ING LifePay Plus Minimum Guaranteed Withdrawal Benefit rider:

As an Annual Charge - Currently	Maximum Annual Charge if Reset Benefit
(Charge Deducted Quarterly)	Elected3
0.60% of the ING LifePay Plus Base	2.00% of the ING LifePay Plus Base

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ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit rider:

As an Annual Charge – Currently	Maximum Annual Charge if Reset Benefit
(Charge Deducted Quarterly)	Elected4
0.85% of the ING Joint LifePay Plus Base	2.50% of the ING Joint LifePay Plus Base

1 An optional rider charge, expressed as a percentage of contract value that is rounded to the nearest 

     hundredth of one percent, is deducted from the contract value in your subaccount allocations (and/or your 

     Fixed Interest Allocations if there is insufficient contract value in the subaccounts). 

2 For more information about how the MGIB Charge Base is determined, please see “Charges and Fees - 

     Optional Riders – Minimum Guaranteed Income Benefit Rider.” 

3 Please see “ING LifePay Plus Minimum Guaranteed Withdrawal Benefit – ING LifePay Plus Reset.” 

4 Please see “ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit – ING Joint LifePay Plus 

     Reset.” 

2.  Also under the “FEES AND EXPENSES” section on page 4, replace the Example with: 

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.

The Example assumes that you invest $10,000 in the Contract for the time periods indicated. The costs reflected are
the maximum charges for the Contract with the Max 7 Enhanced Death Benefit and the most expensive combination
of riders possible: Earnings Multiplier Benefit and ING Joint LifePay Plus Minimum Guaranteed Withdrawal
Benefit. The Example also assumes that your investment has a 5% return each year, and assumes the maximum
Trust or Fund fees and expenses. Excluded are premium taxes and any transfer charges.

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

1)	If you surrender or annuitize your contract at the end of the applicable time period:
	1 year	3 years	5 years	10 years
	$1,456	$2,586	$3,740	$6,835
2)	If you do not surrender your contract:
	1 year	3 years	5 years	10 years
	$656	$1,986	$3,340	$6,835

Compensation is paid for the sale of the Contracts. For information about this compensation, see “Other Contract
Provisions – Selling the Contract.”

3.	Under the “CHARGES AND FEES” section that begins on page 9, replace the
	paragraphs about the “ING LifePay Minimum Guaranteed Withdrawal Benefit (ING
	LifePay) Rider Charge” and “ING Joint LifePay Minimum Guaranteed Withdrawal
	Benefit (ING Joint LifePay) Rider Charge” with:

ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (ING LifePay Plus) Rider Charge. The
charge for the ING LifePay Plus rider, a living benefit, is deducted quarterly from your contract value:

Maximum Annual Charge	Current Annual Charge
2.00%	0.60%

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This quarterly charge is a percentage of the ING LifePay Plus Base. We deduct the charge in arrears based on the
contract date (contract year versus calendar year). In arrears means the first charge is deducted at the end of the first
quarter from the contract date. If the rider is added after contract issue, the rider and charges will begin on the next
following quarterly contract anniversary. The charge will be pro-rated when the rider is terminated. Charges are
deducted through the date your rider enters either the Automatic Periodic Benefit Status or Lifetime Automatic
Periodic Benefit Status. Automatic Periodic Benefit Status or Lifetime Automatic Periodic Benefit Status occurs if
your contract value is reduced to zero and other conditions are met. The current charge can change upon a reset
after your first five contract years. You will never pay more than the maximum annual charge. For more
information about how this rider works, including when Lifetime Automatic Periodic Benefit Status begins, please
see “Living Benefit Riders – ING LifePay Plus/Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit
Riders.”

If the contract value in the subaccounts is insufficient for the charge, then we deduct it from any Fixed Interest
Allocations, in which case a Market Value Adjustment may apply. But currently, a Market Value Adjustment
would not apply when this charge is deducted from a Fixed Interest Allocation. With Fixed Interest Allocations, we
deduct the charge from the Fixed Interest Allocation having the nearest maturity. For more information about the
Fixed Interest Allocation, including the Market Value Adjustment, please see Appendix C. We reserve the right to
change the charge for this rider, subject to the maximum annual charge. If changed, the new charge will only apply
to riders issued after the change.

ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (ING Joint LifePay Plus) Rider
Charge. The charge for the ING Joint LifePay Plus rider, a living benefit, is deducted quarterly from your contract
value:

Maximum Annual Charge	Current Annual Charge
2.50%	0.85%

This quarterly charge is a percentage of the ING Joint LifePay Plus Base. We deduct the charge in arrears based on
the contract date (contract year versus calendar year). In arrears means the first charge is deducted at the end of the
first quarter from the contract date. If the rider is added after contract issue, the rider and charges will begin on the
next following quarterly contract anniversary. The charge will be pro-rated when the rider is terminated. Charges
are deducted through the date your rider enters either the Automatic Periodic Benefit Status or Lifetime Automatic
Periodic Benefit Status. Automatic Periodic Benefit Status or Lifetime Automatic Periodic Benefit Status occurs if
your contract value is reduced to zero and other conditions are met. The current charge can be subject to change
upon a reset after your first five contract years. You will never pay more than the maximum annual charge. For
more information about how this rider works, including when Lifetime Automatic Periodic Benefit Status begins,
please see “Living Benefit Riders - ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit Rider.”

If the contract value in the subaccounts is insufficient for the charge, then we deduct it from any Fixed Interest
Allocations, in which case a Market Value Adjustment may apply. But currently, a Market Value Adjustment
would not apply when this charge is deducted from a Fixed Interest Allocation. With Fixed Interest Allocations, we
deduct the charge from the Fixed Interest Allocation having the nearest maturity. For more information about the
Fixed Interest Allocation, including the Market Value Adjustment, please see Appendix C. We reserve the right to
change the charge for this rider, subject to the maximum annual charge. If changed, the new charge will only apply
to riders issued after the change.

4.	Under the “LIVING BENEFIT RIDERS” section that begins on page 20, replace the
	third and fourth paragraphs with:

The Contract has three living benefit riders offering protection against the investment risks with your Contract:

·	The Minimum Guaranteed Income Benefit rider, which you may wish to purchase if you are concerned
	about having a minimum amount of income in annuitizing your Contract;
·	The ING LifePay Plus Minimum Guaranteed Withdrawal Benefit rider, which you may wish to purchase if
	you are concerned that you may outlive your income; and

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·	The ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit rider, which you may wish to
	purchase if you are married and concerned that you and your spouse may outlive your income.

These living benefit riders are described further below. You may only add one living benefit rider to your Contract.
We do, however, reserve the right to allow the purchase of more than one living benefit rider in the future. You
should not purchase the ING LifePay Plus rider with multiple owners, unless the owners are spouses.

5.	Also under the “LIVING BENEFIT RIDERS” section beginning on page 28, replace the
	paragraphs about the “ING LifePay Minimum Guaranteed Withdrawal Benefit (“ING
	LifePay”) Rider” with:

ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING LifePay Plus”) Rider. The ING LifePay
Plus rider generally provides, subject to the restrictions and limitations below, that we will guarantee a minimum
level of annual withdrawals from the Contract for the lifetime of the annuitant, even if these withdrawals deplete
your Contract value to zero. You may wish to purchase this rider if you are concerned that you may outlive your
income.

Purchase. In order to elect the ING LifePay Plus 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 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 Plus rider is available for Contracts issued on and after August 20, 2007 (subject to
availability and state approvals) that do not already have a living benefit rider. The ING LifePay Plus 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 after a contract has been issued without it, subject to certain conditions. Contact the Customer Service
Center for more information. Such election must be received in good order, including compliance with the
investment restrictions described below. The rider will be effective as of the following quarterly Contract
anniversary. If the ING LifePay Plus rider is not available, or if your Contract has the Minimum Guaranteed
Withdrawal Benefit rider, then please see “Appendix J – Minimum Guaranteed Withdrawal Benefit.”

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

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

Termination. The ING LifePay Plus 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 Plus 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 Plus rider to
terminate automatically are discussed below.

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Guaranteed Withdrawal Status. This status begins on the date of the first withdrawal, ONLY IF the quarterly
contract anniversary following the annuitant reaching age 59 ½ has not yet passed. This status will then continue
until the earliest of:

1)	quarterly contract anniversary following the annuitant reaching age 59 ½, provided the contract owner
	does not decline the change to Lifetime Guaranteed Withdrawal Status;
2)	reduction of the ING LifePay Plus Base to zero, at which time the rider will terminate;
3)	the annuity commencement date;
4)	reduction of the Contract value to zero by a withdrawal in excess of the Maximum Annual
	Withdrawal;
5)	reduction of the Contract value to zero by a withdrawal less than or equal to the Maximum Annual
	Withdrawal (see “Automatic Periodic Benefit Status,” below);
6)	the surrender or annuitization of the Contract; or
7)	the death of the owner (first owner, in the case of joint owners; annuitant, in the case of a non-natural
	person owner), unless your spouse beneficiary elects to continue the Contract.

Lifetime Guaranteed Withdrawal Status. This status begins on the date of your first withdrawal, provided
the quarterly contract anniversary following the annuitant’s age 59 ½ has passed. If your first withdrawal is taken
before this date, then the Lifetime Guaranteed Withdrawal Status will automatically begin on the quarterly contract
anniversary following the annuitant reaching age 59 ½. This status 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;
3)	reduction of the Contract value to zero by a withdrawal less than or equal to the Maximum Annual
	Withdrawal (see “Lifetime Automatic Periodic Benefit Status,” below);
4)	the surrender or annuitization of the Contract; or
5)	the death of the owner (first owner, in the case of joint owners; annuitant, in the case of a non-natural
	person owner), unless your spouse beneficiary elects to continue the Contract.

You will receive prior notice, of not less than 30 days, if you are in the Guaranteed Withdrawal Status and become
eligible for the Lifetime Guaranteed Withdrawal Status. This notice will explain the change, its impact to you and
your options. You may decline this change. Automatic reset into the Lifetime Guaranteed Withdrawal Status could
result in a lower Maximum Annual Withdrawal. However, this action will also apply to all future resets (see below)
and cannot be reversed. As described below, certain features of the ING LifePay Plus rider may differ depending
upon whether you are in Lifetime Guaranteed Withdrawal Status.

How the ING LifePay Plus Rider Works. The ING LifePay Plus 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.

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

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

During the Growth Phase, the initial ING LifePay Plus Base is increased dollar-for-dollar by any premiums
received, (“eligible premiums”). In addition, on each quarterly contract anniversary, the ING LifePay Plus Base is
recalculated as the greater of:

·  The current ING LifePay Plus Base; or 

·  The current Contract value. This is referred to as a quarterly “ratchet.” 

Also, on each of the first ten contract anniversaries, the ING LifePay Plus Base is recalculated as the greatest of:

·	The current ING LifePay Plus Base; or
·	The current Contract value; and
·	The ING LifePay Plus Base on the previous contract anniversary, increased by 7%, plus any eligible
	premiums and minus any third-party investment advisory fees paid from your contract during the year.
	This is referred to as an annual “step-up.”

Please note that if this rider is added after the contract date, then the first opportunity for a step-up will be on the
first contract anniversary following a complete contract year after the rider date.

The ING LifePay Plus 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 Plus 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
under the benefit reset feature of the ING LifePay Plus rider (see “ING LifePay Plus Reset,” 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 a percentage of the greater of 1) the Contract
value and 2) the ING LifePay Plus 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. The Maximum Annual
Withdrawal percentage, which varies by age of the annuitant on the date the Withdrawal Phase begins, is as
follows:

	Maximum Annual
Annuitant Age	Withdrawal Percentage
0-75*	5%*
76-80	6%
81+	7%

*If the Withdrawal Phase begins before the quarterly contract anniversary on or after the annuitant reaches
age 59-1/2, withdrawals in a contract year up to the Maximum Annual Withdrawal will reduce the ING
LifePay Plus Base dollar-for-dollar, under what the rider refers to as the “Standard Withdrawal Benefit.”

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Then, on the quarterly contract anniversary on or after the annuitant reaches age 59 ½, the ING LifePay Plus
Base will automatically be reset to the current Contract value, if greater, and the Maximum Annual
Withdrawal will be recalculated.

Once determined, the Maximum Annual Withdrawal percentage never changes for the Contract, except as
provided for under spousal continuation. See “Continuation After Death – Spouse,” below. This is important
to keep in mind in deciding when to take your first withdrawal because the younger you are at that time, the
lower the Maximum Annual Withdrawal percentage.

If the Contract’s annuity commencement date is reached, you may elect a life only annuity option, in lieu of
the Contract’s other annuity options, under which we will pay the greater of the annuity payout under the
Contract and equal annual payments of the Maximum Annual Withdrawal.

If withdrawals in any Contract year exceed the Maximum Annual Withdrawal, then the ING LifePay Plus
Base and the Maximum Annual Withdrawal will be reduced on a pro-rata basis. This means that both the
ING LifePay Plus Base and 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 H, 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 Tax Code, that exceed the Maximum Annual Withdrawal for a specific
Contract year, will not be deemed excess withdrawals in that Contract year for purposes of the ING LifePay
Plus rider, 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 will count first against and
	reduce any unused Additional Withdrawal Amount for the previous calendar year followed by any
	Additional Withdrawal Amount for the current calendar year.
5)	Withdrawals that exceed all available Additional Withdrawal Amounts are excess withdrawals and
	will reduce the Maximum Annual Withdrawal on a pro-rata basis, as described above.

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6)	The Additional Withdrawal Amount is reset to zero at the end of the second calendar year from
	which it was originally calculated.
7)	If the Contract is still in the Growth Phase on the date the Additional Withdrawal Amount is
	determined, but enters the Withdrawal Phase later during that calendar year, the Additional
	Withdrawal Amount will be equal to the amount in excess of the Maximum Annual Withdrawal
	necessary to satisfy the Required Minimum Distribution for that year (if any).

See Appendix H, 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 Plus Base on a dollar-for-dollar basis, and during the Withdrawal Phase,
these withdrawals are treated as any other withdrawal.

Automatic Periodic Benefit Status. 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 Guaranteed Withdrawal Status,
the rider will enter Automatic Periodic Benefit Status and you are entitled to receive periodic payments in an
annual amount equal to the Maximum Annual Withdrawal, until the remaining ING LifePay Plus Base is
exhausted.

When the rider enters Automatic Periodic Benefit Status:

1)	the Contract will provide no further benefits other than as provided under the ING LifePay Plus
	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 Automatic Periodic Benefit Status, we will pay you periodic payments in an annual amount that is equal
to the Maximum Annual Withdrawal. These payments will continue until the ING LifePay Plus Base is
reduced to zero, at which time the rider will terminate without value.

The 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. If, at the time the rider
enters 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.

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.

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.

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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 Plus
	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 in an annual amount
that is 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 Plus Reset. Once the Lifetime Guaranteed Withdrawal Status begins and the Maximum
Annual Withdrawal has been determined, on each quarterly contract anniversary we will increase (or “reset”)
the ING LifePay Plus Base to the current Contract value, if the Contract value is higher. The Maximum Annual
Withdrawal will also be recalculated, and the remaining portion of the new Maximum Annual Withdrawal will
be available for withdrawal immediately. This reset ONLY occurs when the rider is in Lifetime Guaranteed
Withdrawal Status, and is automatic.

We reserve the right to change the charge for this rider with a reset. In this event, you will receive prior notice,
of not less than 30 days, which explains the change, its impact to you and your options. You may decline this
change (and the reset). However, this action will apply to all future resets and cannot be reversed.

Investment Option Restrictions. While the ING LifePay Plus 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 Funds. See
“Fixed Allocation Funds Automatic Rebalancing,” below.

Accepted Funds. Currently, Accepted Funds are: ING Franklin Templeton Founding Strategy Portfolio;
ING LifeStyle Moderate Portfolio; ING LifeStyle Moderate Growth Portfolio; ING LifeStyle Growth Portfolio;
ING MFS Total Return Portfolio; ING T. Rowe Price Capital Appreciation Portfolio; ING Van Kampen Equity
and Income Portfolio; ING Liquid Assets Portfolio; and Fixed Account II. 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 Funds. The ING VP Intermediate Bond Portfolio and the ING PIMCO Core Bond
Portfolio are designated as the Fixed Allocation Funds. On and after April 30, 2007, you may allocate your
contract value to one or both Fixed Allocation Funds. We consider the ING VP Intermediate Bond Portfolio to
be the default Fixed Allocation Fund with Fixed Allocation Funds Automatic Rebalancing.

If the rider is not continued under the spousal continuation right when available, the Fixed Allocation Fund may
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 Funds will be
considered a Covered Fund allocation while the rider is in effect.

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

Fixed Allocation Funds Automatic Rebalancing. If the Contract value in the Fixed Allocation Funds is
less than 20% of the total Contract value allocated to the Fixed Allocation Funds and Other Funds on any ING
LifePay Plus Rebalancing Date, we will automatically rebalance the Contract value allocated to the Fixed
Allocation Funds and Other Funds so that 20% of this amount is allocated to the Fixed Allocation Funds.
Accepted Funds are excluded from Fixed Allocation Funds 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 Plus 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 Funds or Other Funds, whether automatic or
	specifically directed by you; and
3)	withdrawals from the Fixed Allocation Funds or Other Funds.

Fixed Allocation Funds 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 Funds Automatic
Rebalancing will occur immediately after the automatic rebalancing to restore the required allocations. See
“Appendix I – Examples of Fixed Allocation Funds Automatic Rebalancing.”

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

Death of Owner or Annuitant. The ING LifePay Plus rider and charges will terminate on the date of
death of the owner (or in the case of joint owners, the first owner), or the annuitant if there is a non-natural
owner.

Continuation After Death – Spouse. If the surviving spouse of the deceased owner continues the
Contract (see “Death Benefit Choices – Continuation After Death – Spouse”), the rider will also continue on the
next quarterly contract anniversary, provided 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 Plus Base will be reset to equal the greater of the
	ING LifePay Plus Base and the then current Contract value;
3)	The ING LifePay Plus charges will restart and be the same as were in effect prior to the claim date;
4)	Ratchets, which stop on the claim date, are restarted, effective on the date the rider is continued;
5)	Any remaining step-ups will be available, and if the rider is continued before an annual contract
	anniversary when a step-up would have been available, then that step-up will be available;

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6)	The Maximum Annual Withdrawal percentage will be determined as of the date of the first
	withdrawal, whenever it occurs, and will be based on the spouse’s age on that date; and
7)	The rider’s Standard Withdrawal Benefit will be available until the quarterly contract anniversary on or
	after the spouse is age 59 ½.

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

1)	The rider will continue in the Withdrawal Phase.
2)	The rider’s charges will restart on the date the rider is continued and be the same as were in effect prior
	to the claim date.
3)	On the quarterly Contract anniversary that the date the rider is continued:
	(a)	If the surviving spouse was not the annuitant before the owner’s death, then the ING LifePay
		Plus Base will be reset to the current Contract value and the Maximum Annual Withdrawal is
recalculated by multiplying the new ING LifePay Plus Base by the Maximum Annual
		Withdrawal percentage based on the surviving spouse’s age on that date. Withdrawals are
		permitted pursuant to the other provisions of the rider. 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, then the ING LifePay Plus
		Base will be reset to the current Contract value, only if greater, and the Maximum Annual
		Withdrawal is recalculated by multiplying the new ING LifePay Plus Base by the Maximum
		Annual Withdrawal percentage. Withdrawals are permitted pursuant to the other provisions of
		the rider.
4)	The rider charges will restart on the quarter Contract anniversary that the rider is continued and will be
	the same as were in effect prior to the claim date.

Effect of ING LifePay Plus Rider on Death Benefit. If you die before Lifetime Automatic Periodic
Benefit Status begins under the ING LifePay Plus 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. Thus, you should not purchase this rider with multiple
owners, unless the owners are spouses. See “Death of Owner or Annuitant” and “Continuation After Death –
Spouse,” above for further information.

While in Lifetime Automatic Periodic Benefit Status, if the owner who is not the annuitant dies, we will
continue to pay the periodic payments that the owner was receiving under the ING LifePay Plus rider to the
beneficiary. While in Lifetime Automatic Periodic Benefit Status, if an owner who is also the annuitant dies,
the periodic payments will stop. No other death benefit is payable.

While the rider is in Automatic Periodic Benefit Status, if the owner dies, the remaining ING LifePay Plus Base
will be paid to the beneficiary in a lump sum.

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;

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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 Plus 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 Plus rider are not subject to surrender charges.

Loans. No loans are permitted on Contracts with the ING LifePay Plus rider.

Taxation. For more information about the tax treatment of amounts paid to you under the ING LifePay Plus
Rider, see “Federal Tax Considerations – Tax Consequences of Living Benefits and Death Benefit.”

6.	Also under the “LIVING BENEFITS RIDERS” section beginning on page 35, replace
	the paragraphs about the “ING Joint LifePay Minimum Guaranteed Withdrawal Benefit
	(“ING Joint LifePay”) Rider” with:

ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING Joint LifePay Plus”) Rider. The
ING Joint LifePay Plus rider generally provides, subject to the restrictions and limitations below, that we will
guarantee a minimum level of annual withdrawals from the Contract for the lifetime of both you and your spouse,
even if these withdrawals deplete your contract value to zero. You may wish to purchase this rider if you are
married and are concerned that you and your spouse may outlive your income.

Purchase. The ING Joint LifePay Plus rider is only available for purchase by individuals who are married at
the time of purchase and eligible to elect spousal continuation (as defined by the Tax Code) when the death benefit
becomes payable. We refer to these individuals as spouses. Certain ownership, annuitant, and beneficiary
designations are required in order to purchase the ING Joint LifePay Plus rider. See “Ownership, Annuitant, and
Beneficiary Requirements,” below.

The maximum issue age is 80. Both spouses must meet these issue age requirements on the contract anniversary on
which the ING Joint LifePay Plus rider is effective. The issue age is the age of the owners on the Contract
anniversary on which the rider is effective. Some broker dealers may limit the maximum issue age to ages younger
than age 80, but in no event lower than age 55. We reserve the right to change the minimum or maximum issue ages
on a nondiscriminatory basis. The ING Joint LifePay Plus rider is available for Contracts issued on and after
August 20, 2007 (subject to availability and state approvals) that do not already have a living benefit rider. The
ING Joint LifePay Plus 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 ING Joint LifePay Plus rider to be elected after a contract has been issued without it,
subject to certain conditions. Please contact our Customer Service Center for more information. Such election must
be received in good order, including owner, annuitant, and beneficiary designations and compliance with the
investment restrictions described below. The ING Joint LifePay Plus rider will be effective as of the following
quarterly contract anniversary.

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Ownership, Annuitant, and Beneficiary Designation Requirements. Certain ownership, annuitant, and
beneficiary designations are required in order to purchase the ING Joint LifePay Plus rider. These designations
depend upon whether the contract is issued as a nonqualified contract, an IRA or a custodial IRA. In all cases, the
ownership, annuitant, and beneficiary designations must allow for the surviving spouse to continue the contract
when the death benefit becomes payable, as provided by the Tax Code. Non-natural, custodial owners are only
allowed with IRAs (“custodial IRAs”). Joint annuitants are not allowed. The necessary ownership, annuitant,
and/or beneficiary designations are described below. Applications that do not meet the requirements below will be
rejected. We reserve the right to verify the date of birth and social security number of both spouses.

Nonqualified Contracts. For a jointly owned contract, the owners must be spouses, and the annuitant
must be one of the owners. For a contract with only one owner, the owner’s spouse must be the sole primary
beneficiary, and the annuitant must be one of the spouses.

IRAs. There may only be one owner, who must also be the annuitant. The owner’s spouse must be the
sole primary beneficiary.

Custodial IRAs. While we do not maintain individual owner and beneficiary designations for IRAs held
by an outside custodian, the ownership and beneficiary designations with the custodian must comply with the
requirements listed in “IRAs,” above. The annuitant must be the same as the beneficial owner of the custodial
IRA. We require the custodian to provide us the name and date of birth of both the owner and the owner’s
spouse.

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

No Cancellation. Once you purchase the ING Joint LifePay Plus rider, you many not cancel it unless you
cancel the contract during the contract’s free look period (or otherwise cancel the contract pursuant to its terms),
surrender or annuitize in lieu of payments under the ING Joint LifePay Plus rider. These events automatically
cancel the ING Joint LifePay Plus rider. The Company may, at its discretion, cancel and/or replace the ING Joint
LifePay Plus rider at your request in order to renew or reset the ING Joint LifePay Plus rider.

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

1)	terminate your contract pursuant to its terms during the accumulation phase, surrender, or begin
	receiving annuity payments in lieu of payments under the ING Joint LifePay Plus rider;
2)	die during the accumulation phase (first owner to die in the case of joint owners, or death of annuitant
	if the contract is a custodial IRA), unless your spouse elects to continue the contract (and your spouse
	is active for purposes of the ING Joint LifePay Plus rider); or
3)	change the owner of the contract (other than a spousal continuation by an active spouse).

See “Change of Owner or Annuitant,” below. Other circumstances that may cause the ING Joint LifePay Plus rider
to terminate automatically are discussed below.

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Active Status. Once the ING Joint LifePay Plus rider has been issued, a spouse must remain in “active” status
in order to exercise rights and receive the benefits of the ING Joint LifePay Plus rider after the first spouse’s death
by electing spousal continuation. In general, changes to the ownership, annuitant, and/or beneficiary designation
requirements noted above will result in one spouse being designated as “inactive.” Inactive spouses are not eligible
to continue the benefits of the ING Joint LifePay Plus rider after the death of the other spouse. Once designated
“inactive,” a spouse may not regain active status under the ING Joint LifePay Plus rider. Specific situations that will
result in a spouse’s designation as “inactive” include the following:

1)	For nonqualified contracts where the spouses are joint owners, the removal of a joint owner (if that
	spouse does not automatically become sole primary beneficiary pursuant to the terms of the contract),
	or the change of one joint owner to a person other than an active spouse.
2)	For nonqualified contracts where one spouse is the owner and the other spouse is the sole primary
	beneficiary, as well as for IRA contracts (including custodial IRAs), the addition of a joint owner who
	is not also an active spouse or any change of beneficiary (including the addition of primary
	beneficiaries).
3)	In the event of the death of one spouse (in which case the deceased spouse becomes inactive).

An owner may also request that one spouse be treated as inactive. In the case of joint-owned contracts, both
contract owners must agree to such a request. An inactive spouse is not eligible to exercise any rights or receive any
benefits under the ING Joint LifePay Plus rider. However, all charges for the ING Joint LifePay Plus rider will
continue to apply, even if one spouse becomes inactive, regardless of the reason. You should make sure you
understand the impact of beneficiary and owner changes on the ING Joint LifePay Plus rider prior to
requesting any such changes.

A divorce will terminate the ability of an ex-spouse to continue the contract. See “Divorce,” below.

Guaranteed Withdrawal Status. This status begins on the date of the first withdrawal, ONLY IF the quarterly
contract anniversary following the youngest active spouse’s 65^th birthday has not yet passed. This status will then
continue until the earliest of:

1)	quarterly contract anniversary following the youngest active spouse’s 65th birthday, provided the
	contract owner does not decline the change to Lifetime Guaranteed Withdrawal Status;
2)	reduction of the ING Joint LifePay Plus Base to zero, at which time the rider will terminate;
3)	the annuity commencement date;
4)	reduction of the Contract value to zero by a withdrawal in excess of the Maximum Annual
	Withdrawal;
5)	reduction of the Contract value to zero by a withdrawal less than or equal to the Maximum Annual
	Withdrawal (see “Automatic Periodic Benefit Status,” below);
6)	the surrender or annuitization of the Contract; or
7)	the death of the owner (first owner, in the case of joint owners; annuitant, in the case of a non-natural
	person owner), unless your spouse beneficiary elects to continue the Contract.

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Lifetime Guaranteed Withdrawal Status. This status begins on the date of the first withdrawal, provided the
quarterly contract anniversary following the youngest active spouse’s 65^th birthday has passed. If the first
withdrawal is taken prior to this date, then the Lifetime Guaranteed Withdrawal Status will automatically begin on
the quarterly contract anniversary following the youngest active spouse’s 65^th birthday. This status 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;
3)	reduction of the contract value to zero by a withdrawal less than or equal to the Maximum Annual
	Withdrawal (see “Lifetime Automatic Periodic Benefit Status,” below);
4)	the surrender of the contract; or
5)	the death of the owner (first owner, in the case of joint owners, or the annuitant, in the case of a
	custodial IRA), unless your active spouse beneficiary elects to continue the contract.

You will receive prior notice, of not less than 30 days, if you are in the Guaranteed Withdrawal Status and become
eligible for the Lifetime Guaranteed Withdrawal Status. This notice will explain the change, its impact to you and
your options. You may decline this change. Automatic reset into the Lifetime Guaranteed Withdrawal Status could
result in a lower Maximum Annual Withdrawal. However, this action will also apply to all future resets (see below)
and cannot be reversed. As described below, certain features of the ING Joint LifePay Plus rider may differ
depending upon whether you are in Lifetime Guaranteed Withdrawal Status.

How the ING Joint LifePay Plus Rider Works. The ING Joint LifePay Plus rider has two phases. The first
phase, called the Growth Phase, begins on the effective date of the ING Joint LifePay Plus 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 you take the first withdrawal of any kind
under the contract (other than advisory fees, as described below), or the annuity commencement date, whichever
occurs first.

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

1)	If you purchased the ING Joint LifePay Plus rider on the contract date, the initial ING Joint LifePay
	Plus Base is equal to the initial premium.
2)	If you purchased the ING Joint LifePay Plus rider after the contract date, the initial ING Joint LifePay
	Plus Base is equal to the contract value on the effective date of the ING Joint LifePay Plus rider.

During the Growth Phase, the initial ING Joint LifePay Plus Base is increased dollar-for-dollar by any premiums
received (“eligible premiums”). In addition, on each quarterly contract anniversary, the ING Joint LifePay Plus
Base is recalculated as the greater of:

·  The current ING Joint LifePay Plus Base; or 

·  The current Contract value. This is referred to as a quarterly “ratchet.” 

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Also, on each of the first ten contract anniversaries, the ING Joint LifePay Plus Base is recalculated as the greatest
of:

·	The current ING Joint LifePay Plus Base; or
·	The current Contract value; and
·	The ING Joint LifePay Plus Base on the previous contract anniversary, increased by 7%, plus any eligible
	premiums and minus any third-party investment advisory fees paid from your contract during the year.
	This is referred to as an annual “step-up.”

Please note that if this rider is added after the contract date, then the first opportunity for a step-up will be on the
first contract anniversary following a complete contract year after the rider date.

The ING Joint LifePay Plus 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 Joint LifePay Plus 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 under the benefit reset feature of the ING Joint LifePay Plus rider (see “ING Joint LifePay Plus Reset,”
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 the Maximum Annual Withdrawal percentage multiplied by
the greater of the contract value and the ING Joint LifePay Plus Base, as of the last day of the Growth Phase.
The first withdrawal after the effective date of the ING Joint LifePay Plus rider (which causes the end of the
Growth Phase) is treated as occurring on the first day of the Withdrawal Phase, immediately after calculation of
the Maximum Annual Withdrawal. The Maximum Annual Withdrawal percentage, which varies by age of the
youngest active spouse on the date the Withdrawal Phase begins, is as follows:

Youngest Active	Maximum Annual
Spouse’s Age	Withdrawal Percentage
0-75*	5%*
76-80	6%
81+	7%

*If the Withdrawal Phase begins before the quarterly contract anniversary on or after the younger spouse
reaches age 65, withdrawals in a contract year up to the Maximum Annual Withdrawal will reduce the ING
Joint LifePay Plus Base dollar-for-dollar, under what your rider refers to as the “Standard Withdrawal Benefit.”
Then, on the quarterly contract anniversary on or after the younger spouse reaches age 65, the ING Joint
LifePay Plus Base will automatically be reset to the current Contract value, if greater, and the Maximum
Annual Withdrawal will be recalculated.

Once determined the Maximum Annual Withdrawal percentage never changes for the contract. This is
important to keep in mind in deciding when to take your first withdrawal because the younger you are at that
time, the lower the Maximum Annual Withdrawal percentage.

If the Contract’s annuity commencement date is reached, you may elect a life only annuity option, in lieu of the
Contract’s other annuity options, under which we will pay the greater of the annuity payout under the Contract
and equal annual payments of the Maximum Annual Withdrawal, provided that, if both spouses are active,
payments under the life only annuity option will be calculated using the joint life expectancy table for both
spouses. If only one spouse is active, payments will be calculated using the single life expectancy table for the
active spouse.

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Withdrawals in a contract year that do not exceed the Maximum Withdrawal Amount do not reduce the
Maximum Withdrawal Amount. However, if withdrawals in any contract year exceed the Maximum Annual
Withdrawal (an “excess withdrawal”), the ING Joint LifePay Plus Base and the Maximum Annual Withdrawal
will be reduced on a pro-rata basis. This means that both the ING Joint LifePay Plus Base and the Maximum
Annual Withdrawal will be reduced by the same proportion as the excess withdrawal is of the contract value
determined after the deduction the amount withdrawn up to the Maximum Annual Withdrawal but before
deduction of 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 considered. However, for purposes of determining the Maximum
Annual Withdrawal reduction after an excess withdrawal, surrender charges and/or Market Value Adjustment
are considered to be part of the withdrawal, and will be included in the pro-rata adjustment to the Maximum
Annual Withdrawal. See Appendix H, 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 Tax Code are considered withdrawals for purposes of the ING Joint LifePay
Plus rider, and will begin the Withdrawal Phase if the Withdrawal Phase has not already started. Any such
withdrawal which exceeds the Maximum Annual Withdrawal for a specific contract year will not be deemed
excess withdrawals in that contract year for purposes of the ING Joint LifePay Plus rider, subject to the
following:

1)	If the contract owner’s Required Minimum Distribution for a calendar year (determined on a date on or
	before January 31 of that year), applicable to the 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 will count first against and reduce
	any unused Additional Withdrawal Amount for the previous calendar year followed by any Additional
	Withdrawal Amount for the current contract year.
5)	Withdrawals that exceed all available Additional Withdrawal Amounts 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 the second calendar year from which
	it was originally calculated.
7)	If the contract is still in the Growth Phase on the date the Additional Withdrawal Amount is
	determined, but enters the Withdrawal Phase later during that calendar year, the Additional
	Withdrawal Amount will be equal to the amount in excess of the Maximum Annual Withdrawal
	Amount necessary to satisfy the Required Minimum Distribution for that year (if any).

See Appendix H, Illustration 3.

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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 Joint LifePay Plus Base on a dollar-for-dollar basis, and during the Withdrawal Phase, these
withdrawals are treated as any other withdrawal.

Automatic Periodic Benefit Status. 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 Guaranteed Withdrawal Status,
the rider will enter Automatic Periodic Benefit Status and you are entitled to receive periodic payments in an
annual amount equal to the Maximum Annual Withdrawal, until the remaining ING Joint LifePay Plus Base is
exhausted.

When the rider enters Automatic Periodic Benefit Status:

1)	the Contract will provide no further benefits other than as provided under the ING Joint LifePay Plus
	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 Automatic Periodic Benefit Status, we will pay you periodic payments in an annual amount that is equal
to the Maximum Annual Withdrawal. These payments will continue until the ING Joint LifePay Plus Base is
reduced to zero, at which time the rider will terminate without value.

The 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. If, at the time the rider
enters 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.

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 ING Joint LifePay Plus rider will terminate
due to the pro-rata reduction described in “Determination of the Maximum Annual Withdrawal,” above.

If the contract value is reduced to zero for a reason other than a withdrawal in excess of the Maximum Annual
Withdrawal while the ING Joint LifePay Plus rider is in Lifetime Guaranteed Withdrawal Status, the ING Joint
LifePay Plus rider will enter Lifetime Automatic Periodic Benefit Status and you are no longer entitled to make
withdrawals. Instead, under the ING Joint LifePay Plus rider you will begin to receive periodic payments in an
annual amount equal to the Maximum Annual Withdrawal.

When the ING Joint LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status:

1)	the contract will provide no further benefits (including death benefits) other than as provided under the
	ING Joint LifePay Plus 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.

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During Lifetime Automatic Periodic Benefit Status, we will pay you periodic payments in an annual amount
that is equal to the Maximum Annual Withdrawal. The time period for which we will make these payments will
depend upon whether one or two spouses are active under the ING Joint LifePay Plus rider at the time this
status begins. If both spouses are active under the ING Joint LifePay Plus rider, these payments will cease upon
the death of the second spouse, at which time both the ING Joint LifePay Plus rider and the contract will
terminate without further value. If only one spouse is active under the ING Joint LifePay Plus rider, the
payments will cease upon the death of the active spouse, at which time both the ING Joint LifePay Plus rider
and the contract will terminate without value.

If the Maximum Annual Withdrawal exceeds the net withdrawals taken the contract year when the ING Joint
LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status (including the withdrawal that results in
the contract value decreasing to zero), that difference will be paid immediately to the contract owner. The
periodic payments will begin on the last day of the first full contract year following the date the ING Joint
LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status and will continue to be paid annually
thereafter.

You may elect to receive systematic withdrawals pursuant to the terms of the contract. Under a systematic
withdrawal, either a fixed amount or an amount based upon a percentage of the contract value will be
withdrawn from your contract and paid to you on a scheduled basis, either monthly, quarterly or annually. If, at
the time the ING Joint LifePay Plus 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 Joint LifePay Plus Reset. Once the Lifetime Guaranteed Withdrawal Status begins and the
Maximum Annual Withdrawal has been determined, on each quarterly contract anniversary we will increase (or
“reset”) the ING Joint LifePay Plus Base to the current Contract value, if the Contract value is higher. The
Maximum Annual Withdrawal will also be recalculated, and the remaining portion of the new Maximum
Annual Withdrawal will be available for withdrawal immediately. This reset ONLY occurs when the rider is in
Lifetime Guaranteed Withdrawal Status, and is automatic.

We reserve the right to change the charge for this rider with a reset. In this event, you will receive prior notice,
of not less than 30 days, which explains the change, its impact to you and your options. You may decline this
change (and the reset). However, this action will apply to all future resets and cannot be reversed.

Investment Option Restrictions. In order to mitigate the insurance risk inherent in our guarantee to provide
you and your spouse with lifetime payments (subject to the terms and restrictions of the ING Joint LifePay Plus
rider), we require that your contract value be allocated in accordance with certain limitations. In general, to the
extent that you choose not to invest in the Accepted Funds, we require that 20% of the amount not so invested be
invested in the Fixed Allocation Funds. We will require this allocation regardless of your investment instructions to
the contract, as described below.

While the ING Joint LifePay Plus 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 Funds. See “Fixed Allocation Funds Automatic
Rebalancing,” below.

Accepted Funds. Currently Accepted Funds are: ING Franklin Templeton Founding Strategy Portfolio;
ING LifeStyle Moderate Portfolio; ING LifeStyle Moderate Growth Portfolio; ING LifeStyle Growth Portfolio;
ING MFS Total Return Portfolio; ING T. Rowe Price Capital Appreciation Portfolio; ING Van Kampen Equity
and 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.

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Fixed Allocation Funds. The ING VP Intermediate Bond Portfolio and the ING PIMCO Core Bond
Portfolio are designated as the Fixed Allocation Funds. On and after April 30, 2007, you may allocate
contract value to one or both Fixed Allocation Funds. We consider the ING VP Intermediate Bond Portfolio to
be the default Fixed Allocation Fund with Fixed Allocation Funds Automatic Rebalancing.

Other Funds. All portfolios available under the contract other than Accepted Funds or the Fixed
Allocation Funds are considered Other Funds.

Fixed Allocation Funds Automatic Rebalancing. If the contract value in the Fixed Allocation Funds is
less than 20% of the total contract value allocated to the Fixed Allocation Funds and Other Funds on any ING
Joint LifePay Plus Rebalancing Date, we will automatically rebalance the contract value allocated to the Fixed
Allocation Funds and Other Funds so that 20% of this amount is allocated to the Fixed Allocation Funds.
Accepted Funds are excluded from Fixed Allocation Funds 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
Joint LifePay Plus 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 Funds or Other Funds, whether automatic or
	specifically directed by you; and
3)	withdrawals from the Fixed Allocation Funds or Other Funds.

Fixed Allocation Funds 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 Funds Automatic
Rebalancing will occur immediately after the automatic rebalancing to restore the required allocations. See
“Appendix I – Examples of Fixed Allocation Funds Automatic Rebalancing.”

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

Divorce. Generally, in the event of a divorce, the spouse who retains ownership of the contract will continue to
be entitled to all rights and benefits of the ING Joint LifePay Plus rider, while the ex-spouse will no longer have any
such rights or be entitled to any such benefits. In the event of a divorce during Lifetime Guaranteed Withdrawal
Status, the ING Joint LifePay Plus rider continues, and terminates upon the death of the owner (first owner in the
case of joint owners, or the annuitant in the case of a custodial IRA). Although spousal continuation may be
available under the Tax Code for a subsequent spouse, the ING Joint LifePay Plus rider cannot be continued by the
new spouse. As the result of the divorce, we may be required to withdraw assets for the benefit of an ex-spouse.
Any such withdrawal will be considered a withdrawal for purposes of the Maximum Annual Withdrawal amount. In
other words, if a withdrawal incident to a divorce exceeds the Maximum Annual Withdrawal amount, it will be
considered an excess withdrawal. See “Determination of the Maximum Annual Withdrawal,” above. As noted, in
the event of a divorce there is no change to the Maximum Annual Withdrawal and we will continue to deduct
charges for the ING Joint LifePay Plus rider.

In the event of a divorce during Lifetime Automatic Periodic Benefit Status, there will be no change to the periodic
payments made. Payments will continue until both spouses are deceased.

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Death of Owner. The death of the owner (or in the case of joint owners, the first owner, or for custodial IRAs,
the annuitant) may cause the termination of the ING Joint LifePay Plus rider and its charges, depending upon
whether one or both spouses are in active status at the time of death, as described below.

1)	If both spouses are in active status: If the surviving spouse elects to continue the contract and
	becomes the sole owner and annuitant, the ING Joint LifePay Plus rider will remain in effect pursuant
	to its original terms and ING Joint LifePay Plus coverage and charges will continue. As of the date the
	contract is continued, the Joint LifePay Plus Base will be reset to the current Contact value, if greater,
	and the Maximum Annual Withdrawal will recalculated as the Maximum Annual Withdrawal
	percentage multiplied by the new Joint LifePay Plus Base on the date the contract is continued.
	However, under no circumstances will this recalculation result in a reduction to the Maximum Annual
	Withdrawal.
	If the surviving spouse elects not to continue the contract, ING Joint LifePay Plus rider coverage and
	charges will cease upon the earlier of payment of the death benefit or notice that an alternative
	distribution option has been chosen.
2)	If the surviving spouse is in inactive status: The ING Joint LifePay Plus rider terminates and ING
	Joint LifePay Plus coverage and charges cease upon the date of death of the last Active Spouse.

Change of Owner or Annuitant. Other than as a result of spousal continuation, you may not change the
annuitant. The ING Joint LifePay Plus rider and rider charges will terminate upon change of owner, including
adding an additional owner, except for the following ownership changes:

1)	spousal continuation by an active spouse, as described above;
2)	change of owner from one custodian to another custodian for the benefit of the same individual;
3)	change of owner from a custodian for the benefit of an individual to the same individual (in order to
	avoid the owner’s spouse from being designated inactive, the owner’s spouse must be named sole
	beneficiary under the contract);
4)	change of owner from an individual to a custodian for the benefit of the same individual;
5)	collateral assignments;
6)	for nonqualified contracts only, the addition of a joint owner, provided that the additional joint owner
	is the original owner’s spouse and is active when added as joint owner;
7)	for nonqualified contracts, removal of a joint owner, provided the removed joint owner is active and
	becomes the primary contract beneficiary; and
8)	change of owner where the owner becomes the sole primary beneficiary and the sole primary
	beneficiary becomes the owner if both were active spouses at the time of the change.

Surrender Charges. If you elect the ING Joint LifePay Plus 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 Joint LifePay Plus rider are not subject to surrender charges, nor will these
amounts be subject to any other charges under the contract.

Federal Tax Considerations. For more information about the tax treatment of amounts paid to you under the
ING Joint LifePay Plus rider, see “Federal Tax Considerations – Tax Consequences of Living Benefits and Death
Benefit.”

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7.  Replace “APPENDIX H” with: 

APPENDIX H

ING LifePay Plus and ING Joint LifePay Plus 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 charges, 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 charges, 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 charges, 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 charges, 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 charges, 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 charges, 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.

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Opportunities – 144951

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).

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. 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 charges, 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 charges, 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 charges, 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 Occurs.

Assume the Maximum Annual Withdrawal is $5,000 and the Maximum Annual Withdrawal percentage is 5%.

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

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

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Opportunities – 144951

SUPPLEMENT Dated Aug 20, 2007

To The Prospectus Dated April 30, 2007 For

Your Variable Annuity Contract

Issued By ING USA Annuity and Life Insurance Company

Through Separate Account B of ING USA Annuity and Life Insurance Company 

(“GoldenSelect Access,” “GoldenSelect ESII,” “GoldenSelect Generations,” 

“GoldenSelect Landmark,” “GoldenSelect Premium Plus,” and “Architect”) 

This supplement updates the prospectus. Please read it carefully and keep it with your copy of the
prospectus for future reference. If you have any questions, please call our Customer Contact Center at
1-800-366-0066.

The following investment portfolio is available under your Contract and is hereby added to the list of
funds available in “Appendix B – The Investment Portfolios.” This fund is available effective August 20,
2007.
Fund Name and
Investment Adviser/Subadviser	Investment Objective
ING Investors Trust
7337 E. Doubletree Ranch Road, Scottsdale, AZ 85258
ING Focus 5 Portfolio	Seeks total return through capital appreciation and dividend
(Class S)	income. The Portfolio’s investment objective is not
	fundamental and may be changed without a shareholder vote.
Investment Adviser: Directed Services LLC
Investment Subadviser: ING Investment Management
Co.
These investment portfolio change, underlined in the following excerpt of “Appendix B –The Investment
Portfolios,” is effective August 20, 2007 – with all references in the prospectus changed accordingly:
ING Partners, Inc.
151 Farmington Avenue, Hartford, CT 06156-8962
ING Davis New York Venture Portfolio	A non-diversified portfolio that seeks long-term growth of
(Class S)	capital.
(formerly, ING Davis Venture Value Portfolio)
Investment Adviser: Directed Services LLC
Investment Subadviser: Davis Selected Advisers, L.P.

ING USA – 144964  08/20/07 

PART C - OTHER INFORMATION 

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

Financial Statements:
(a)(1) Included in Part A:
Condensed Financial Information

(2)	Included in Part B:
	Financial Statements of ING USA Annuity and Life Insurance Company:
	-	Report of Independent Registered Public Accounting Firm
	-	Statements of Operations for the years ended December 31, 2006, 2005, and 2004
	-	Balance Sheets as of December 31, 2006 and 2005
	-	Statements of Changes in Shareholder’s Equity for the years ended December 31,
		2006, 2005, and 2004
	-	Statements of Cash Flows for the years ended December 31, 2006, 2005, and 2004
	-	Notes to Financial Statements
	Financial Statements of Separate Account B:
	-	Report of Independent Registered Public Accounting Firm
	-	Statements of Assets and Liabilities as of December 31, 2006
	-	Statements of Operations for the year ended December 31, 2006
	-	Statements of Changes in Net Assets for the years ended December 31, 2006 and 2005
	-	Notes to Financial Statements

Exhibits:

(b) 

(1)		Resolution of the board of directors of Depositor authorizing the establishment of the Registrant,
		incorporated herein by reference to Post-Effective Amendment No. 29 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 30, 1999 (File Nos. 033-23351, 811-05626).
(2)		Not Applicable.
(3)	a.	Distribution Agreement between the Depositor and Directed Services, Inc., incorporated herein by
		reference to Post-Effective Amendment No. 29 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 30, 1999 (File Nos. 033-23351, 811-05626).
	b.	Form of Dealers Agreement, incorporated herein by reference to Post-Effective Amendment No. 29
		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 30, 1999 (File Nos. 033-
		23351, 811-05626).
	c.	Organizational Agreement, incorporated herein by reference to Post-Effective Amendment No. 29 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 30, 1999 (File Nos. 033-
		23351, 811-05626).

d.	Addendum to Organizational Agreement, incorporated herein by reference to Post-Effective
	Amendment No. 29 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 30, 1999
	(File Nos. 033-23351, 811-05626).
e.	Expense Reimbursement Agreement, incorporated herein by reference to Post-Effective Amendment
	No. 29 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 30, 1999 (File
	Nos. 033-23351, 811-05626).
f.	Form of Assignment Agreement for Organizational Agreement, incorporated herein by reference to
	Post-Effective Amendment No. 29 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 30, 1999 (File Nos. 033-23351, 811-05626).
g.	Amendment to the Distribution Agreement between ING USA and Directed Services Inc.,
	incorporated herein by reference to Post-Effective Amendment No. 26 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 13, 2004 (File Nos. 333-28755, 811-05626).
h.	Form of Rule 22c-2 Agreement, incorporated herein by reference to Post-Effective Amendment No.
	10 to a Registration Statement on Form N-4 for ReliaStar Life Insurance Company of New York
	Separate Account NY-B filed with the Securities and Exchange Commission on April 12, 2007 (File
	Nos. 333-115515, 811-07935).

(4)	a.	Individual Deferred Combination Variable and Fixed Annuity Contract (GA-IA-1074), incorporated
		herein by reference to Post-Effective Amendment No. 7 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 October 2, 2000 (File Nos. 333-28679, 811-5626).
	b.	Group Deferred Combination Variable and Fixed Annuity Contract (GA-MA-1074), incorporated
		herein by reference to Post-Effective Amendment No. 7 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 October 2, 2000 (File Nos. 333-28679, 811-5626).
	c.	Individual Deferred Variable Annuity Contract (GA-IA-1075), incorporated herein by reference to
		Post-Effective Amendment No. 7 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
		October 2, 2000 (File Nos. 333-28679, 811-05626).
	d.	Deferred Combination Variable and Fixed Annuity Certificate (GA-CA-1074), incorporated herein
		by reference to Post-Effective Amendment No. 7 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 October 2, 2000 (File Nos. 333-28679, 811-05626).
	e.	Individual Retirement Annuity Rider (GA-RA-1009) (12/02), 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, 811-05626).

f.	ROTH Individual Retirement Annuity Rider (GA-RA-1038) (12/02), 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, 811-05626).
g.	Minimum Guaranteed Income Benefit Rider (IU-RA-1047) (01/05), incorporated herein by reference
	to Post-Effective Amendment No. 31 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 or about April 20, 2005 (File Nos. 333-28755, 811-05626).
h.	Minimum Guaranteed Income Benefit Rider (IU-RA-1047) (08-06), incorporated herein by
	reference to 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 May 9, 2006
	(File Nos. 333-133944, 811-05626).
i.	Minimum Guaranteed Withdrawal Benefit Rider (GA-RA-1048) (01/02), 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, 811-05626).
j.	Minimum Guaranteed Withdrawal Benefit Rider with Reset Option (ING PrincipalGuard) (GA-RA-
	1046), 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 or about February 13, 2004 (File Nos. 333-
	28755, 811-05626).
k.	Minimum Guaranteed Withdrawal Benefit Rider with Reset Option (ING LifePay) (IU-RA-3023),
	incorporated herein by reference to Post-Effective Amendment No. 32 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 August 5, 2005 (File Nos. 333-28755, 811-05626).
l.	Minimum Guaranteed Withdrawal Benefit Rider with Reset Option (ING Joint LifePay) (IU-RA-
	3029), incorporated herein by reference to 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 May 9, 2006 (File Nos. 333-133944, 811-05626).
m.	Excluded Funds Endorsement (Inforce Riders), incorporated herein by reference to Post-Effective
	Amendment No.12 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, 2001
	(File Nos. 333-28769, 811-05626).
n.	Guaranteed Death Benefit Transfer Endorsement No. 1 (7% Solution Enhanced) (GA-RA-1044-1)
	(01/02), 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,
	811-05626).
o.	Guaranteed Death Benefit Transfer Endorsement No. 2 (Ratchet Enhanced) (GA-RA-1044-2)
	(10/03), 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,
	811-05626).

p.	Guaranteed Death Benefit Transfer Endorsement No. 3 (Standard) (GA-RA-1044-3) (01/02),
	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, 811-05626).
q.	Guaranteed Death Benefit Transfer Endorsement No. 4 (Max 7 Enhanced) (GA-RA-1044-4) (10/03),
	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, 811-05626).
r.	Guaranteed Death Benefit Transfer Endorsement No. 5 (Base Death Benefit), 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, 811-05626).
s.	Guaranteed Death Benefit Transfer Endorsement No. 6 (Inforce Contracts) (GA-RA-1044-6)
	(01/02), 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,
	811-05626).
t.	Earnings Enhancement Death Benefit Rider (GA-RA-1086), incorporated herein by reference to
	Post-Effective Amendment No. 10 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 24, 2001 (File Nos. 333-28679, 811-5626).
u.	Simple Retirement Account Rider (GA-RA-1026) (12/02), 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, 811-05626).
v.	403(b) Rider (GA-RA-1040), 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, 811-05626).
w.	Section 72 Rider (GA-RA-1001) (12/94), incorporated herein by reference to 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 May 9, 2006 (File Nos. 333-133944, 811-05626).
x.	Section 72 Rider (GA-RA-1002) (12/94), incorporated herein by reference to 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 May 9, 2006 (File Nos. 333-133944, 811-05626).
y.	Nursing Home Waiver for Group Certificates (GA-RA-1003) (12/94), incorporated herein by
	reference to 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 May 9, 2006
	(File Nos. 333-133944, 811-05626).
z.	Nursing Home Waiver for Individual Certificates (GA-RA-1004) (12/94), incorporated herein by
	reference to 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 May 9, 2006
	(File Nos. 333-133944, 811-05626).

aa.	Minimum Guaranteed Withdrawal Benefit Rider with Automatic Reset (ING LifePay Plus) (IU-RA-
	3061), attached.
bb.	Minimum Guaranteed Withdrawal Benefit Rider with Automatic Reset (ING Joint LifePay Plus)
	(IU-RA-3062), attached.

(5)	a.	Deferred Variable Annuity Application, incorporated herein by reference to Post-Effective
		Amendment No. 34 to a Registration Statement on Form N-4 for Variable Annuity Account C of
		ING Life Insurance and Annuity Company as filed with the Securities and Exchange Commission on
		October 26, 2005 (File Nos. 333-28755, 811-05626).
	b.	Group Deferred Combination Variable and Fixed Annuity Enrollment Form, incorporated herein by
		reference to Post-Effective Amendment No.4 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 January 27, 2000 (File Nos. 333-28679, 811-05626).
	c.	Deferred Variable Annuity Application (137098) (08-21-2006), incorporated herein by reference to
		Post-Effective Amendment No. 37 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 August 21, 2006 (File Nos. 333-28679, 811-05626).
(6)	a.	Amendment to Articles of Incorporation Providing for the Name Change of Golden American Life
Insurance Company, dated (11/21/03), incorporated herein by reference to Post-Effective
		Amendment No. 1 to a Registration Statement on Form S-1 for ING USA Annuity and Life
		Insurance Company filed with the Securities and Exchange Commission on April 9, 2007 (File
		Nos. 333-133076).
	b.	Amendment to Articles of Incorporation Providing for the Change in Purpose and Powers of ING
		USA Annuity and Life Insurance Company, dated (03/04/04), incorporated herein by reference to
		Post-Effective Amendment No. 1 to a Registration Statement on Form S-1 for ING USA Annuity
		and Life Insurance Company filed with the Securities and Exchange Commission on April 9, 2007
		(File Nos. 333-133076).
	c.	Amended and Restated By-Laws of ING USA Annuity and Life Insurance Company, dated
		(12/15/04), incorporated herein by reference to Post-Effective Amendment No. 1 to a Registration
		Statement on Form S-1 for ING USA Annuity and Life Insurance Company filed with the
		Securities and Exchange Commission on April 9, 2007 (File Nos. 333-133076).
	d.	Resolution of the board of directors for Power of Attorney, dated 04/23/99, incorporated herein by
		reference to Post-Effective Amendment No. 12 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. 033-59261, 811-05626).
	e.	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 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, 811-05626).

(7)  Not Applicable 

(8)	a.	Service Agreement by and between Golden American Life Insurance Company and Directed
		Services, Inc., incorporated herein by reference to Post-Effective Amendment No. 28 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 May 1, 1998 (File Nos. 033-
		23351, 811-05626).
	b.	Asset Management Agreement between Golden American Life Insurance Company and ING
		Investment Management LLC, incorporated herein by reference to Post-Effective Amendment No.
		29 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 30, 1999 (File Nos. 033-
		23351, 811-05626).
	c.	Participation Agreement by and between AIM Variable Insurance Funds, Inc., Golden American
		Life Insurance Company and Directed Services, 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 filed with the Securities and Exchange Commission on
		April 26, 2002 (File Nos. 033-23351, 811-05626).
	d.	Amendment to Participation Agreement by and between AIM Variable Insurance Funds, Inc.,
		Golden American Life Insurance Company and Directed Services, Inc., incorporated herein by
		reference to Post-Effective amendment No. 8 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 December 2, 2005 (File Nos. 333-33914, 811-05626).
	e.	Participation Agreement between Golden American Life Insurance Company, American Funds
		Insurance Series and Capital Research and Management Company, incorporated herein by reference
		to Pre-Effective Amendment No. 1 to a Registration Statement on Form N-6 for ReliaStar Life
		Insurance Company Select * Life Variable Account filed with the Securities and Exchange
		Commission on July 17, 2003 (File Number 333-105319).
	f.	Participation Agreement by and between ING Investors Trust, Golden American Life Insurance
Company and Directed Services, Inc., incorporated herein by reference to Post-Effective
		Amendment No. 6 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 21, 2005 (File Nos. 333-70600, 811-05626).
	g.	Participation Agreement by and between ING Variable Insurance Trust, Golden American Life
		Insurance Company and ING Mutual Funds Management Co. LLC and ING Funds Distributor, 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 filed with the
		Securities and Exchange Commission on April 26, 2002 (File Nos. 033-23351, 811-05626).
	h.	Participation Agreement by and between Pilgrim Variable Products Trust, Golden American Life
		Insurance Company and Directed Services, 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 filed with the Securities and Exchange Commission on April 26, 2002
		(File Nos. 033-23351, 811-05626).

i.	Amendment to Participation Agreement by and between ING Variable Products Trust, Golden
	American Life Insurance Company, ING Investments, LLC and ING Funds Distributor, Inc.,
	incorporated herein by reference to Post-Effective amendment No. 8 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 December 2, 2005 (File Nos. 333-33914, 811-05626).
j.	Participation Agreement by and between ING Variable Portfolios, Inc., 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 filed with the Securities and Exchange Commission on April 29, 2002
	(File Nos. 333-70600, 811-05626).
k.	Participation Agreement by and between Portfolio Partners, Inc., 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 filed with the Securities and Exchange Commission on April 29, 2002 (File
	Nos. 333-70600, 811-05626).
l.	Amendment to Participation Agreement by and between Portfolio Partners, Inc., 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 filed with the Securities and Exchange Commission on
	April 29, 2002 (File Nos. 333-70600, 811-05626).
m.	Second Amendment to Participation Agreement by and between ING Partners, Inc., Golden
	American Life Insurance Company, ING Life Insurance and Annuity Company and ING Financial
	Advisers, LLC, incorporated herein by reference to Post-Effective amendment No. 8 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 December 2, 2005 (File Nos. 333-
	33914, 811-05626).
n.	Participation Agreement by and between Fidelity Distributors Corporation, Golden American Life
	Insurance Company and Variable Insurance Products Funds, 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 filed with the Securities and Exchange Commission on
	April 26, 2002 (File Nos. 033-23351, 811-05626).
o.	Amendment to Participation Agreement by and between Fidelity Distributors Corporation and ING
	USA Annuity and Life Insurance Company, incorporated herein by reference to Post-Effective
	amendment No. 8 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
	December 2, 2005 (File Nos. 333-33914, 811-05626).
p.	Amended and Restated Participation Agreement as of December 30, 2005 by and among Franklin
	Templeton Variable Insurance Products Trust/Templeton Distributors, Inc., ING Life Insurance and
	Annuity Company, ING USA Annuity and Life Insurance Company, ReliaStar Life Insurance
	Company, ReliaStar Life Insurance Company of New York and Directed Services, Inc., incorporated
	herein by reference to Post Effective Amendment No. 17 of a Registration Statement on Form N-4
	for ReliaStar Life Insurance Company Separate Account NY-B filed with the Securities and
	Exchange Commission on February 1, 2007 (File Nos. 333-85618, 811-07935).

q.	Participation Agreement between Golden American Life Insurance Company, INVESCO Variable
	Investment Funds, Inc., INVESCO Funds Group, Inc. and INVESCO Distributors, Inc. incorporated
	herein by reference to Post-Effective amendment No. 1 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 29, 2002 (File Nos. 333-63692, 811-05626).
r.	Participation Agreement by and between PIMCO Variable Insurance Trust, Golden American Life
	Insurance Company and PIMCO Funds Distributors LLC, incorporated herein by reference to Pre-
	Effective Amendment No. 1 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
	June 23, 2000 (File Nos. 333-33914, 811-05626).
s.	Amendment to Participation Agreement by and between PIMCO Variable Insurance Trust, Golden
	American Life Insurance Company and PIMCO Funds Distributors LLC, incorporated herein by
	reference to Post-Effective Amendment No. 8 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 December 2, 2005 (File Nos. 333-33914, 811-05626).
t.	Participation Agreement by and between Pioneer Variable Contracts Trust, Golden American Life
	Insurance Company, Pioneer Investment Management, Inc. and Pioneer Funds Distributor, 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 filed with the
	Securities and Exchange Commission on April 26, 2002 (File Nos. 033-23351, 811-05626).
u.	Participation Agreement by and between Liberty Variable Investment Trust, Golden American Life
	Insurance Company, incorporated herein by reference to Post-Effective Amendment No. 8 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 December 2, 2005 (File Nos. 333-
	33914, 811-05626).
v.	Participation Agreement by and between PIMCO Variable Insurance Trust, Golden American Life
	Insurance Company, 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 filed with the Securities and Exchange Commission on June 24, 2000 (File Nos. 333-
	33914, 811-05626).
w.	Amendment to Participation Agreement by and between PIMCO Variable Insurance Trust, Golden
	American Life Insurance Company, incorporated herein by reference to Post-Effective Amendment
	No. 8 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 December 2, 2005 (File
	Nos. 333-33914, 811-05626).
x.	Participation Agreement by and between Pioneer Variable Contracts Trust, Golden American Life
	Insurance Company, 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 filed with the Securities and Exchange Commission on April 26, 2002 (File Nos. 033-
	23351, 811-05626).
y.	Participation Agreement by and between ProFunds, Golden American Life Insurance Company and
	ProFunds Advisors LLC, incorporated herein by reference to Post-Effective Amendment No. 8 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 December 2, 2005 (File Nos. 333-
	33914, 811-05626).

	z.	Amendment to Participation Agreement by and between ProFunds, Golden American Life Insurance
		Company and ProFunds Advisors LLC, incorporated herein by reference to Post-Effective
		Amendment No. 8 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
		December 2, 2005 (File Nos. 333-33914, 811-05626).
	aa.	Participation Agreement by and between Prudential Series Fund, Inc., Golden American Life
		Insurance Company Prudential Insurance Company of America and Prudential Investment
		Management Services LLC, incorporated herein by reference to Pre-Effective Amendment No. 1 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 June 23, 2000 (File Nos. 333-
		33914, 811-05626).
	bb.	Amendment to Participation Agreement by and between Prudential Series Fund, Inc., Golden
		American Life Insurance Company, Prudential Insurance Company of America and Prudential
		Investment Management Services LLC, incorporated herein by reference to Post-Effective
		Amendment No. 9 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 December 15,
		2000 (File Nos. 333-28679, 811-05626).
	cc.	Amendment to Participation Agreement as of June 5, 2007 by and between Franklin Templeton
		Variable Insurance Products Trust, Franklin/Templeton Distributors, Inc., ING Life Insurance and
		Annuity Company, ING USA Annuity and Life Insurance Company, ReliaStar Life Insurance
Company, ReliaStar Life Insurance Company of New York, and Directed Services, LLC,
		incorporated herein by reference to Pre-Effective Amendment No. 1 to a Registration Statement on
		Form N-4 for ReliaStar Life Insurance Company of New York Separate Account NY-B filed with
		the Securities and Exchange Commission on July 6, 2007 (File Nos. 333-139695, 811-07935).
(9)		Opinion and Consent of Counsel, attached.
(10)		Consent of Independent Registered Public Accounting Firm, attached.
(11)		Not Applicable.
(12)		Not Applicable.
(13)		Powers of Attorney, incorporated herein by reference to Post-Effective Amendment No. 38 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 17, 2007
		(File Nos. 333-28679, 811-05626).

ITEM 25: DIRECTORS AND OFFICERS OF THE DEPOSITOR
Name	Principal Business Address	Position(s) with Depositor
Harry N. Stout*	1475 Dunwoody Drive West Chester, PA 19380	President
Robert W. Crispin*	230 Park Avenue, 13th Floor, New York, NY 10169	Director
David A. Wheat*	5780 Powers Ferry Road Atlanta, GA 30327-4390	Chief Financial Officer,
		Director and Executive
		Vice President
Steven T. Pierson*	5780 Powers Ferry Road Atlanta, GA 30327-4390	Senior Vice President
		and Chief Accounting
		Officer
Kathleen A. Murphy*	151 Farmington Avenue Hartford, CT 06156	Director

Thomas J. McInerney*	151 Farmington Avenue Hartford, CT 06156	Director and Chairman
Catherine H. Smith*	151 Farmington Avenue Hartford, CT 06156	Director and Senior
		Vice President
Boyd G. Combs	5780 Powers Ferry Road Atlanta, GA 30327-4390	Senior Vice President,
		Tax
James R. McInnis	1475 Dunwoody Drive West Chester, PA 19380	Senior Vice President
Stephen J. Preston	1475 Dunwoody Drive West Chester, PA 19380	Senior Vice President
David S. Pendergrass	5780 Powers Ferry Road Atlanta, GA 30327-4390	Senior Vice President
		and Treasurer
Michel Perreault	1475 Dunwoody Drive West Chester, PA 19380	Senior Vice President
		and Appointed Actuary
Linda E. Senker	1475 Dunwoody Drive West Chester, PA 19380	Vice President and Chief
		Compliance Officer
Joy M. Benner	20 Washington Avenue South Minneapolis, MN 55401	Secretary

*Principal delegated legal authority to execute this registration statement pursuant to Powers of Attorney.

ITEM 26: PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE
DEPOSITOR OR REGISTRANT

ING GROEP

U.S. FINANCIAL SERVICES 

		ING GROEP N.V. (The Netherlands)
		No FEIN-Non-Insurer
		ING VERZEKERINGEN N.V. (The Netherlands)
		No FEIN Non-Insurer
	ING INSURANCE INTERNATIONAL B.V. (The Netherlands)
		No FEIN Non-Insurer EIN# 98-0159264
		Nederlandse Reassurantie	7
ING AMERICA INSURANCE HOLDINGS, INC.		Groep N.V. (The Netherlands)
(Delaware) Non-Insurer 52-1222820		No FEIN Non-Insurer
	ING North America Insurance Corporation	NRG America Holding Company
	Non-Insurer (Delaware) 52-1317217	(Delaware) 23-2074221 Non-Insurer
	ING Payroll Management, Inc.	Philadelphia Reinsurance Corporation
	Non-Insurer (Delaware) 52-2197204	(Pennsylvania) 23-1620930 (Insurer)
		NAIC# 12319
	ING Risk Management (Bermuda) Limited Non-Insurer	NRG America Management Corporation
	Non-US Taxpayer - No FEIN Assigned	(Pennsylvania) 23-1667532 Non-Insurer
	Lion II Custom Investments LLC (Delaware)
	Non-Insurer 52-1222820
	Lion Connecticut Holdings Inc.
	(Connecticut) Non-Insurer 02-0488491
06/30/07	Arrowhead, Ltd. (Non-Insurer)
	(Bermuda)
	ING Brokers Network, LLC (Delaware)
	Non-Insurer 52-2215129
Page 1	ING Insurance Agency, Inc.
	(California) Non-Insurer 84-1490645
	ING Insurance Agency, Inc. of
	Massachusetts Non-Insurer 04-3514565
	ING Insurance Agency, Inc. of Texas
	Non-Insurer 74-2946531
	Multi-Financial Group, LLC
	Non - Insurer 58-1827264 (Georgia)
	IFG Insurance Agency of Oklahoma, Inc.		1
	Non-Insurer (Oklahoma) 73-1514662
	IFG Insurance Services of Texas, Inc.		1
	Non-Insurer (Texas) 75-2473468

	Multi-Financial Securities Corporation
	(Colorado) Non-Insurer 84-0858799
	MFSC Insurance Services, Inc.
	Non-Insurer (California) 94-3145434
	MFSC Insurance Agency of Nevada,
	Inc. (Nevada) Non-Insurer 84-1482296
	IB Holdings LLC Non-Insurer
	(Virginia) 41-1983894
	The New Providence Ins. Co. LTD
	(Cayman Islands) Non-Insurer 98-0161114
	ING Capital Corporation, LLC
	(Delaware) Non-Insurer 86-1020892
ING Funds Services, LLC
	(Delaware) Non-Insurer 86-1020893
	ING Funds Distributor, LLC
	(Delaware) Non-Insurer 03-0485744
	ING Pilgrim Funding, Inc.
	(Delaware) Non-Insurer 06-1501895
	ING Investments, LLC
	(Arizona) Non-Insurer 03-0402099
	ING Financial Partners, Inc.
	(Minnesota) Non-Insurer 41-0945505
ING International Insurance Holdings, Inc.
Non-Insurer (Connecticut) 06-1028458
	ALICA Holdings, Inc. Non-Insurer	3
20-5299942 (Connecticut)
06/30/07	ILICA Inc.	4
	06-1067464 (Connecticut) Insurer
	ING Life Insurance Company Limited
	(Republic of China) Insurer
Page 2	ING International Nominee Holdings, Inc.
	06-0952776 (Connecticut) Non-Insurer
	AII 1, LLC
	Non-Insurer (Connecticut) No tax id
	AII 2 LLC
	Non-Insurer (Connecticut) No tax id
	AII 3 LLC
	Non-Insurer (Connecticut) No tax id
	AII 4 LLC
	Non-Insurer (Connecticut) No tax id
	ING Investment Management LLC (Delaware)
	Non-Insurer 58-2361003
	ING Investment Management Co.
	(Connecticut) Non-Insurer 06-0888148
	ING Investment Management
	(Bermuda) Holdings Limited Non-Insurer
	ING Investment Trust Co.
	Non-Insurer (Connecticut) 06-1440627
	ING Investment Management Alternative Assets LLC
	Non Insurer (Delaware) 13-4038444
	ING Alternative Asset Management LLC
	Non -Insurer (Delaware) 13-3863170
	Furman Selz Investments LLC
	Non-Insurer (Delaware) 13-3863171
	Furman Selz (SBIC) Investments LLC
	Non-Insurer (Delaware) 13-3863604
	Furman Selz Investment II LLC	5
	Non-Insurer (Delaware) 13-3929304
	Furman Selz Investments III LLC	6
	Non-Insurer (Delaware) 13-4127836
	Furman Selz Management (BVI) Limited
	Non-Insurer (British Virgin Islands)
06/30/07	ING Equity Holdings Inc.
	Non-Insurer 13-3778184
	ING Ghent Asset Management LLC
	Non-Insurer 13-4003969

	ING Investment Management Services LLC
	Non-Insurer 13-3856628
Page 3	ING Multi-Strategies (LUX) S.A.
Non-Insurer (Luxembourg)
ING Pomona Holdings LLC
	Non-Insurer 13-4152011
	Pomona G. P. Holdings LLC
	Non-Insurer (Delaware) 13-4150600
	Pomona Management LLC
	Non-Insurer (Delaware) 13-4197000
	ING Life Insurance and Annuity Company
	(Connecticut) Insurer 71-0294708 NAIC 86509
	Directed Services LLC
	(Delaware) Non-Insurer 14-1984144
	ING Financial Advisers, LLC
	(Delaware) Non-Insurer 06-1375177
	Northfield Windsor LLC
	(Connecticut) Non-Insurer 71-0294708
	ING National Trust Non-Insurer
	41-1966125
	ING Re Underwriters, Inc.
	(Tennessee) Non-Insurer 62-1505070
	ING Retail Holding Company, Inc.
	(Connecticut) Non-Insurer 06-1527984
	ING Insurance Services Holding Company, Inc.
	(Connecticut) Non-Insurer 06-1475329
	ING Insurance Services, Inc.
	(Connecticut) Non-Insurer 06-1465377
	ING Insurance Services of Alabama, Inc.
	(Alabama) Non-Insurer 72-1374488
	Aetna Insurance Agency of Texas, Inc.	1
	(Texas) Non-Insurer 74-2817537
	ING Insurance Services of Massachusetts, Inc.
	(Massachusetts) Non-Insurer 04-3370454
	FNI International, Inc.
	(California) Non-Insurer 33-0048439
	Financial Network Investment Corporation
	Honolulu, Inc. (Hawaii) Non-Insurer 52-2195734
	FN Insurance Services, Inc.
	(California) Non-Insurer 33-0232417
06/30/07	FN Insurance Services HI, Inc.
	(Hawaii) Non-Insurer 91-2041262
	FN Insurance Agency of New Jersey, Inc.
	(New Jersey) Non-Insurer 22-3693416
Page 4	FN Insurance Services of Nevada, Inc.
	(Nevada) Non-Insurer 88-0319907
	FN Insurance Agency of Kansas, Inc.
	(Kansas) Non-Insurer 43-1878293
	Financial Network Investment Corporation
	Non-Insurer (California) 95-3845382
	Financial Network Investment Corporation
	of Hawaii (Hawaii) Non-Insurer 99-0298275
	Financial Network Investment Corporation
	of Hilo (Hawaii) Non-Insurer 99-0335018
	Financial Network Investment Corporation
	of Kauai (Hawaii) Non-Insurer 99-0335020
	Financial Network Investment Corporation
	of Puerto Rico (Puerto Rico) Non-Insurer 52-2173808
	ING Services Holding Company, Inc.
	(Connecticut) Non-Insurer 06-1527982
Systematized Benefits Administrators, Inc.
(Connecticut) Non-Insurer 06-0889923
ING USA Annuity and Life Insurance Company (Iowa)
	Insurer NAIC #80942 41-0991508
	Draft Funding II LLC
	(Delaware) Non-Insurer

	PFP Holdings, L.P. (Georgia)	2
	Non-Insurer 58-1665825
	Powers Ferry Properties Investments, Inc.
	(Delaware) Non-Insurer
	PrimeVest Financial Services, Inc.
	(Minnesota) Non-Insurer 41-1483314
	Bancnorth Investment Group, Inc.
	(Minnesota) Non-Insurer 41-1735462
	Branson Insurance Agency, Inc.
	(Massachusetts) Non-Insurer 04-3116141
	Compulife, Inc. Non-Insurer
	(Virginia) 54-1252522
	Compulife Agency, Inc.
	Non-Insurer (Ohio) 34-1689987
	Compulife Insurance Agency of Massachusetts,
	Inc. (Massachusetts) 54-2004346 Non-Insurer
	Compulife Investor Services, Inc.
	Non-Insurer (Virginia) 54-1439322
06/30/07	Guaranty Brokerage Services, Inc.
	(California) Non-Insurer 68-0165121
	PrimeVest Insurance Agency of Alabama, Inc.
	(Alabama) Non-Insurer 41-1786871
	Primevest Insurance Agency of Nevada, Inc.
	(Nevada) Non-Insurer 61-1426263
Page 5	PrimeVest Insurance Agency of New Mexico, Inc.
	(New Mexico) Non-Insurer 85-0422391
	PrimeVest Insurance Agency of Ohio, Inc.
	(Ohio) Non-Insurer 31-1388789
	PrimeVest Insurance Agency of Oklahoma, Inc.		1
	(Oklahoma) Non-Insurer 73-1455177
	PrimeVest Insurance Agency of Texas, Inc.		1
	(Texas) Non-Insurer 74-2703790
	PrimeVest Insurance Agency of Wyoming, Inc.
	(Wyoming) Non-Insurer 41-1996927
	ReliaStar Investment Research, Inc.
	(Minnesota) Non-Insurer 41-1412933
	ReliaStar Life Insurance Company Insurer
	(Minnesota) 41-0451140 NAIC 67105
	ING Re (UK) Limited
	(United Kingdom) Insurer
	NWNL Benefits, LLC Non-Insurer
	(Minnesota) 41-2022146
	ReliaStar Life Insurance Company of New York
	(New York) Insurer 53-0242530 NAIC 61360
	Whisperingwind I, LLC
	(South Carolina) Insurer 14-1981620
	Whisperingwind II, LLC
	(South Carolina) Non-Insurer 32-0185577
	ReliaStar Payroll Agent, Inc. Non-Insurer
	(Minnesota) 41-1887594
	Successful Money Management Seminars, Inc.
	(Oregon) Non-Insurer 93-0791146
	Security Life Assignment Corp. (Colorado)
	84-1437826 Non-Insurer
	Security Life of Denver Insurance Company (Colorado)
	Insurer 84-0499703 NAIC #68713
	First Secured Mortgage Deposit Corporation (Colorado)
	Non-Insurer 84-1086427
	ING America Equities, Inc. (Colorado)
	Non-Insurer 84-1251388
06/30/07	Midwestern United Life Insurance Company (Indiana)
	Insurer NAIC #66109 35-0838945
	Draft Funding LLC
	Non-Insurer (Delaware)
Page 6	Whisperingwind III, LLC
	(South Carolina) Insurer 35-2282787

Security Life of Denver International Limited 

Insurer 98-0138339 (Bermuda) 

                             Lion Custom Investments LLC (Delaware) 

98-0138339 Non-Insurer

UC Mortgage Corp. (Delaware) 72-1329746 

Non-Insurer 

1 Company owned by individual pursuant to state law, Shareholder agreement with parent company. 

2 ING USA Annuity and Life Insurance Company is a 70% partner in this real estate management partnership. Nationale-Nederlanden Interest II, B.V. 

         is a 29% partner, and NNUS Realty Corporation is a 1% partner. 

3 ALICA Holdings, Inc. is 80% owned by ING International Insurance Holdings, Inc. and 20% owned by ING Insurance International B.V. 

4 ING International Insurance Holdings, Inc. owns 100% of the voting shares of ILICA Inc. and ALICA Holdings, Inc. owns 100% of the non-voting 

         shares of ILICA, Inc 

5 Furman Selz Investments II LLC owned 94% by ING Investment Management Alternative Assets LLC. 

6 Furman Selz Investments III LLC owned 8.5% by ING Investment Management Alternative Assets LLC. 

7 At the request of the Pennsylvania Insurance Department, Nederlandse Reassurantie Groep N.V. is being included in the organizational chart of ING 

         Groep N.V. NRG Group has been in runoff since 1993. It is distinctly separate from ING America Insurance Holdings, Inc. and its active 

         subsidiaries. 

ITEM 27: NUMBER OF CONTRACT OWNERS

As of June 29, 2007, there are 74,893 qualified contract owners and 42,348 non-qualified contract owners.

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.

A corporation may procure indemnification insurance on behalf of an individual who is or was a director of the
corporation. ING America Insurance Holdings, Inc. maintains a Professional Liability umbrella insurance
policy issued by an international insurer. The policy covers ING America Insurance Holdings, Inc. and any
company in which ING America Insurance Holdings, Inc. has a controlling interest of 50% or more. This would
encompass the principal underwriter as well as the depositor. Additionally, the parent company of ING America
Insurance Holdings, Inc., ING Groep N.V., maintains an excess umbrella cover with limits in excess of
$125,000,000. The policy provides for the following types of coverage: errors and omissions/professional
liability, directors and officers, employment practices, fiduciary and fidelity.

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 LLC, the Registrant's Distributor, serves as principal underwriter for all
contracts issued by ING USA Annuity and Life Insurance Company. Directed Services LLC is the principal
underwriter for Separate Account A, Separate Account B, ING USA Separate Account EQ, 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 LLC, the Registrant's Distributor. The principal business address for each officer and director
following is 1475 Dunwoody Drive, West Chester, PA 19380-1478, unless otherwise noted.

Name and Principal Business Address	Positions and Offices with Underwriter
James R. McInnis	Director and President
Robert J. Hughes	Director
Shaun P. Mathews	Director and Executive Vice President
10 State House Square, Hartford, CT 06103
Kimberly A. Anderson	Senior Vice President
7337 E Doubletree Ranch Road, Scottsdale, AZ 85258
Robert S. Naka	Senior Vice President and Assistant
7337 E Doubletree Ranch Road, Scottsdale, AZ 85258	Secretary
Michael J. Roland	Senior Vice President and Assistant
7337 E Doubletree Ranch Road, Scottsdale, AZ 85258	Secretary
Laurie M. Tillinghast	Senior Vice President
10 State House Square, Hartford, CT 06103
Stanley D. Vyner	Senior Vice President
230 Park Ave 13th Floor, New York, NY 10169
R.E.G. Gelfand	Chief Financial Officer
Beth G. Shanker	Broker Dealer Chief Compliance Officer
1290 Broadway Denver, CO. 80203
Joseph M. O’Donnell	Investment Advisor Chief Compliance
7337 E Doubletree Ranch Road, Scottsdale, AZ 85258	Officer and Senior Vice President
Julius A. Drelick, III	Vice President
7337 E Doubletree Ranch Road, Scottsdale, AZ 85258
William A. Evans	Vice President
151 Farmington Avenue Hartford, CT 06156
Todd R. Modic	Vice President
7337 E Doubletree Ranch Road, Scottsdale, AZ 85258
Alyce L. Shaw	Vice President
David S. Pendergrass	Vice President and Treasurer
7337 E Doubletree Ranch Road, Scottsdale, AZ 85258
Dawn M. Peck	Vice President, Assistant Treasurer and
7337 E Doubletree Ranch Road, Scottsdale, AZ 85258	Assistant Secretary
Joy M. Benner	Secretary
20 Washington Avenue South, Minneapolis, MN 55401
Diana R. Cavender	Assistant Secretary
20 Washington Avenue South, Minneapolis, MN 55401
Randall K. Price	Assistant Secretary
20 Washington Avenue South, Minneapolis, MN 55401
Edwina P.J. Steffer	Assistant Secretary

20 Washington Avenue South, Minneapolis, MN 55401
Susan M. Vega			Assistant Secretary
20 Washington Avenue South, Minneapolis, MN 55401
G. Stephen Wastek			Assistant Secretary
7337 E Doubletree Ranch Road, Scottsdale, AZ 85258
James A. Shuchart			General Counsel
Bruce Kuennen			Attorney-in-Fact
(c)
	2006 Net
	Underwriting
Name of Principal	Discounts and	Compensation	Brokerage
Underwriter	Commission	on Redemption	Commissions	Compensation
Directed Services LLC	$429,206,095	$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, PA 19380 and at 5780 Powers Ferry Road, N.W., Atlanta, GA 30327-4390.

ITEM 31: MANAGEMENT SERVICES

None.

ITEM 32: UNDERTAKINGS

(a) Registrant hereby undertakes 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) Registrant hereby undertakes to include either (1) as part of any application to purchase a contract offered by
the prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a
post card or similar written communication affixed to or included in the prospectus that the applicant can
remove to send for a Statement of Additional Information; and

(c) Registrant hereby undertakes 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.

REPRESENTATIONS

1. The account meets the definition of a "separate account" under federal securities laws. 

2. ING USA Annuity and Life Insurance Company hereby represents 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, ING USA
Annuity and Life Insurance Company Separate Account B, has duly caused this Post-Effective Amendment to
Registration Statement to be signed on its behalf in the City of West Chester, Commonwealth of Pennsylvania,
on the 25^th day of July, 2007.

	SEPARATE ACCOUNT B
	(Registrant)
By:	ING USA ANNUITY AND LIFE INSURANCE COMPANY
	(Depositor)
By:
	Harry N. Stout*
	President (principal executive officer)

By:	/s/ John S. Kreighbaum
	John S. (Scott) Kreighbaum as
	Attorney-in-Fact

As required by the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has
been signed by the following persons in the capacities indicated on July 25, 2007.

Signature	Title
	President
Harry N. Stout*	(principal executive officer)
	Chief Accounting Officer
Steven T. Pierson*
DIRECTORS
	Chief Financial Officer
David A. Wheat*
Robert W. Crispin*

Thomas J. McInerney* 

Kathleen A. Murphy* 

Catherine H. Smith* 

By: /s/ John S. Kreighbaum 

                   John S. (Scott) Kreighbaum as 

                   Attorney-in-Fact 

*Executed by John S. (Scott) Kreighbaum on behalf of those indicated pursuant to Powers of Attorney.

	EXHIBIT INDEX
ITEM	EXHIBIT	PAGE #
(4)(aa)	Minimum Guaranteed Withdrawal Benefit Rider with Automatic	EX-99.B4
	Reset (ING LifePay Plus) (IU-RA-3061)
(4)(bb)	Minimum Guaranteed Withdrawal Benefit Rider with Automatic	EX-99.B4
	Rest (ING Joint LIfePay Plus) (IU-RA-3062)
(9)	Opinion and Consent of Counsel	EX-99.B9
(10)	Consent of Independent Registered Public Accounting Firm	EX-99.B10

EX-99.B4

ING USA
ANNUITY AND LIFE	Minimum Guaranteed
INSURANCE COMPANY	Withdrawal Benefit Rider
ING USA is a stock company domiciled in Iowa	With Automatic Reset
(HEREINAFTER CALLED WE, US AND OUR)

The Contract to which this Minimum Guaranteed Withdrawal Benefit Rider With Automatic Reset (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. Any capitalized terms not defined
in this Rider shall have the meaning given to them in the Contract.

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

Subject to certain terms and conditions, this Rider guarantees that a certain amount may be withdrawn
annually, regardless of market performance and even if the Accumulation Value is zero, until the date of
the Annuitant’s death or the Rider is terminated.

IMPORTANT TERMS 

The Annuitant is the person upon whose life and age Rider benefits are determined. The Annuitant must
be the 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.

An Excess Withdrawal is an amount equal to the excess of the total Partial Withdrawals in any Contract
Year over the then current MAW.

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.

Investment Advisory Fees are fees or charges paid to a registered investment advisor for advice provided
on the selection and ongoing distribution of Accumulation Value among the funds underlying this
Contract.

The Maximum Annual Withdrawal or MAW 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 MGWB Base is a value used only for the purpose of calculating the charge for this Rider and the
MAW.

The MGWB Charge is a percentage of the MGWB Base as of the last Business Day immediately prior to
the date the MGWB Charge is deducted. The percentage is shown in the Contract Schedule.

MGWB Periodic Payments are payments that occur once the Rider enters Automatic Periodic Benefit
Status or Lifetime Automatic Periodic Benefit Status, as applicable.

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.

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1

The Withdrawal Phase begins as of the date of the first Partial Withdrawal occurring after the Rider
Date, other than withdrawals requested by the Owner for the payment of Investment Advisory Fees. 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.

INVESTMENT OPTION CLASSIFICATIONS 

Accepted Funds, applicable to this Rider and existing on the Rider Date, are defined in the Contract
Schedule. We may classify newly available investment options as Accepted Funds. We may reclassify an
existing investment option as an Accepted Fund or remove such designation upon prior notice to you.
Such reclassification will apply to amounts transferred or otherwise added to such investment option(s)
after the date of change.

Non-Accepted Funds, applicable to this Rider, are all investment options designated as Fixed Allocation
Funds or Other Funds.

Fixed Allocation Funds, applicable to this Rider and existing on the Rider Date, are defined in the
Contract Schedule. We may classify newly available investment options as Fixed Allocation Funds. We
may reclassify an existing investment option as a Fixed Allocation Fund or remove such designation upon
prior notice to you. Such reclassification will apply to amounts transferred or otherwise added to such
investment option(s) after the date of change.

Other Funds, applicable to this Rider, are any investment options not designated as Accepted Funds or
Fixed Allocation Funds. We may classify newly available investment options as Other Funds. We may
reclassify an existing investment option as an Other Fund or remove such designation upon prior notice
to you. Such reclassification will apply to amounts transferred or otherwise added to such investment
option(s) after the date of change. As discussed below in the “MGWB Rebalancing” section, Other Funds
are subject to restrictions as to amounts which may be invested or transferred into such divisions.

GROWTH PHASE 

MGWB Base Calculation
If this Rider is effective as of the Contract Date, the initial MGWB Base is the Initial Premium, excluding
any Credits, if applicable. If this Rider is added to the Contract after the Contract Date, the initial
MGWB Base is equal to the Accumulation Value on the Rider Date, excluding any Credits applied within
the prior 36 months, if applicable. Thereafter, during the Growth Phase, the MGWB Base is calculated
as follows:

(1) On the Ratchet Date that is also the first Contract Anniversary following one complete Contract
Year after the Rider Date and on each Ratchet Date that is also a Contract Anniversary for either
the 9 complete Contract Years thereafter, or until the Growth Phase ends, if sooner, the MGWB
Base equals the greatest of:
A.	The MGWB Base on the prior Contract Anniversary multiplied by the MGWB Base Step-
	up Factor shown in the Contract Schedule, plus any Premiums paid, excluding any
	Credits thereon if applicable, minus any Partial Withdrawals requested for the payment
	of Investment Advisory Fees, during the Contract Year then ending;
B.	The current MGWB Base plus any Premiums paid, excluding any Credits thereon if
	applicable, minus any Partial Withdrawals requested for the payment of Investment
	Advisory Fees on that Ratchet Date; or
C.	The current Accumulation Value, excluding any Credits applied within the prior 36
	months, if applicable.
For the purpose of the first calculation under this paragraph (1), if the Rider Date is the same as
the Contract Date, the initial MGWB Base will be deemed to be the MGWB Base on the prior
Contract Anniversary.
(2) On any Ratchet Date other than as specified in (1) above, the MGWB Base equals the greater of:

IU-RA-3061

2

A.	The current MGWB Base plus any Premiums paid, excluding any Credits thereon if
	applicable, minus any Partial Withdrawals requested for the payment of Investment
	Advisory Fees on that Ratchet Date; or
B.	The current Accumulation Value excluding any Credits applied within the prior 36
	months, if applicable.
(3) On any other date, the MGWB Base equals:
A.	The MGWB Base on the previous Ratchet Date; plus
B.	Premiums paid, excluding any Credits thereon if applicable, since the previous Ratchet
	Date; minus
C.	Any Partial Withdrawals requested for the payment of Investment Advisory Fees.
For the purpose of MGWB Base calculations on and prior to the first Ratchet Date, the Rider
Date will be deemed to be the previous Ratchet Date.

Ratchet Dates are defined in the Contract Schedule.

WITHDRAWAL PHASE 

During the Withdrawal Phase, the Rider may be in Guaranteed Withdrawal Status, Lifetime Guaranteed
Withdrawal Status, Automatic Periodic Benefit Status or Lifetime Automatic Periodic Benefit Status.
The guarantees provided under this Rider are dependent on the status, as described below.

Guaranteed Withdrawal Status
This Rider enters Guaranteed Withdrawal Status on the date of the first Partial Withdrawal taken after
the Rider Date but before the quarterly Contract Anniversary following the date the Annuitant attains
age 59 ½. The Rider will remain in Guaranteed Withdrawal Status until the earlier of:

(1) The date the Contract is surrendered or otherwise terminated, at which time this Rider will also 

         terminate; 

(2) The Annuitant’s death, at which time the Rider will terminate and no further Rider benefits will 

         be payable; 

(3) The Annuity Commencement Date, at which time you must choose one of the Annuity Options set 

         forth in the Contract under which to begin receiving any Accumulation Value remaining; 

(4) The date the MGWB Base is reduced to zero at which time the Rider will terminate and no 

         further Rider benefits will be payable; 

(5) The date the Contract’s Accumulation Value is reduced to zero (other than by an Excess 

         Withdrawal) at which time the Rider will be placed in Automatic Periodic Benefit Status provided 

         (3) above does not also apply; 

(6) The date the Accumulation Value is reduced to zero by an Excess Withdrawal, at which time the 

         Rider will terminate and no further Rider benefits will be payable; and 

(7) The quarterly Contract Anniversary on or following the date of the Annuitant attains age 59 ½ at 

         which time the Rider status will change to Lifetime Guaranteed Withdrawal Status; provided, 

         however, that the Owner has not rejected this change in status as described in the “Right to 

         Continue Guaranteed Withdrawal Status” section below. 

MGWB Base Calculation
On the day the Rider is placed in Guaranteed Withdrawal Status, the MGWB Base is set equal to the
greater of (1) or (2) where:

(1) Is the Accumulation Value on the last day of the Growth Phase, excluding any Credits applied 

         within the prior 36 months, if applicable; and 

(2) Is the MGWB Base on the last day of the Growth Phase. 

Thereafter, while the Rider remains in Guaranteed Withdrawal Status, Partial Withdrawals in any
Contract Year not exceeding the MAW will reduce the MGWB Base dollar for dollar. Any applicable
Market Value Adjustments, Surrender Charges and recaptures of Credit will not be included in the total
amount of the Partial Withdrawal that will reduce the MGWB Base dollar for dollar. Any Excess
Withdrawals will reduce the MGWB Base as described in the “Excess Withdrawals” section below.

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3

Maximum Annual Withdrawal Calculation
On the day the Rider is placed in Guaranteed Withdrawal Status, the initial MAW is set equal to (1)
multiplied by (2) where:

(1) Is the applicable MAW Percentage, as shown in the Contract Schedule, based on the Annuitant’s 

         age; and 

(2) Is the MGWB Base. 

Thereafter, while the Rider remains in Guaranteed Withdrawal Status, Partial Withdrawals in any
Contract Year not exceeding the MAW will not impact the MAW. Any Excess Withdrawals will reduce
the MAW as described in the “Excess Withdrawals” section below. However, while in Guaranteed
Withdrawal Status, the MAW will never be reduced to less than $100.

Annuity Commencement Date
If this Rider is in Guaranteed Withdrawal Status on the Annuity Commencement Date, you must choose
one of the Annuity Options set forth in the Contract to receive any Accumulation Value remaining and
this Rider will terminate.

Right to Continue Guaranteed Withdrawal Status
If this Rider is in Guaranteed Withdrawal Status as of the quarterly Contract Anniversary on or
following the date the Annuitant attains age 59 ½, we will recalculate the MGWB Base and MAW and
place the Rider in Lifetime Guaranteed Withdrawal Status as described in the “Lifetime Guaranteed
Withdrawal Status” section. At this time, 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 that the MGWB Charge
will not increase during the Reset Charge Lock Period shown in the Contract Schedule. We will provide
you not less than 30-days notice of this recalculation as well as the impact of the status change and
inform you of your options. You may elect to decline the change in status and continue the Rider in
Guaranteed Withdrawal Status by advising us in writing prior to the end of the 30-day notice period. If
you reject this status change, the Rider will continue in Guaranteed Withdrawal Status until the MGWB
Base is reduced to zero, at which time the Rider will terminate and no further Rider benefits will be
payable.

Lifetime Guaranteed Withdrawal Status
Subject to the “Right to Continue Guaranteed Withdrawal Status” section above, this Rider will enter
Lifetime Guaranteed Withdrawal Status on the later of the first day of the Withdrawal Phase or the
quarterly Contract Anniversary on or following the date the Annuitant attains age 59 ½. The Rider will
maintain Lifetime Guaranteed Withdrawal Status until the earlier of:

(1) The date the Contract is surrendered or otherwise terminated, at which time this Rider will also 

         terminate; 

(2) The Annuitant’s death, at which time the Rider will terminate and no further Rider benefits will 

         be payable; 

(3) The Annuity Commencement Date, at which time you must choose one of the Annuity Options set 

         forth in the Contract under which to begin receiving the Annuity Payments or elect the Lifetime 

         Income Annuity Option (as defined below) in lieu of any other Annuity Options available under 

         the Contract; 

(4) The date the Accumulation Value is reduced to zero by an Excess Withdrawal, at which time the 

         Rider will terminate and no further Rider benefits will be payable; and 

(5) The date the Accumulation Value is reduced to zero (other than by an Excess Withdrawal), at 

         which time the Rider will be placed in Lifetime Automatic Periodic Benefit Status. 

MGWB Base Calculation
If immediately preceded by Guaranteed Withdrawal Status, on the day the Rider is placed in Lifetime
Guaranteed Withdrawal Status, the MGWB Base is set equal to the greater of (1) or (2) where:

(1) Is the current Accumulation Value, excluding any Credits applied within the prior 36 months, if 

         applicable; and 

(2) Is the current MGWB Base. 

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4

If immediately preceded by the Growth Phase, on the day the Rider is placed in Lifetime Guaranteed
Withdrawal Status, the MGWB Base is set equal to the greater of (1) or (2) where:

(1) Is the Accumulation Value on the last day of the Growth Phase, excluding any Credits applied 

         within the prior 36 months, if applicable; and 

(2) Is the MGWB Base on the last day of the Growth Phase. 

Thereafter, while the Rider remains in Lifetime Guaranteed Withdrawal Status, the MGWB Base will be
recalculated at the time of any Excess Withdrawal or reset as described in the “Excess Partial
Withdrawals” and “MGWB Reset” sections below.

Maximum Annual Withdrawal Calculation
If immediately preceded by Guaranteed Withdrawal Status, on the day the Rider is placed in Lifetime
Guaranteed Withdrawal Status we will recalculate the MAW and set it equal to (1) multiplied by (2)
where:

(1) Is the applicable MAW Percentage, as shown in the Contract Schedule, based on the Annuitant’s 

         age as of the date of the first Partial Withdrawal taken after the Rider Date; and 

(2) Is the MGWB Base. 

If immediately preceded by the Growth Phase, on the day the Rider is placed in Lifetime Guaranteed
Withdrawal Status, the initial MAW is set equal to (1) multiplied (2) where:

(1) Is the applicable MAW Percentage, as shown in the Contract Schedule, based on the Annuitant’s 

         age as of such day; and 

(2) Is the MGWB Base. 

At any time after the day the Rider is placed in Lifetime Guaranteed Withdrawal Status, the MAW will
be recalculated at the time of any Excess Withdrawal or reset as described in the “Excess Withdrawals”
and “MGWB Reset” sections below.

MGWB Reset
On each Reset Date, as shown in the Contract Schedule, we will recalculate the MGWB Base equal to the
greater of (1) or (2) where:

(1) Is the then current Accumulation Value, excluding any Credits applied within the prior 36 

         months, if applicable; and 

(2) Is the current MGWB Base. 

After the MGWB Base is recalculated, as set forth above, we will reset the MAW to equal (1) multiplied
by (2) where:

(1) Is the applicable MAW Percentage, as shown in the Contract Schedule, based on the Annuitant’s 

         age as of the date of the first Partial Withdrawal taken after the Rider Date; and 

(2) Is the recalculated MGWB Base. 

Such reset is subject to the following:

(1) No reset will be made that would reduce the MGWB Base or the MAW; 

(2) At the time of each reset, 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 that the MGWB 

         Charge will not increase for any reset occurring during the Reset Charge Lock Period shown in 

         the Contract Schedule. 

(3) We will provide notice to you not less than 30 days in advance of any reset which would result in 

         an increase to the MGWB Charge. You may decline any such reset by providing written notice to 

         us within 30 days of the date of our notice to you. However, if you decline any such reset, such 

         action will terminate the reset feature of this Rider and no future resets will be applied. 

Lifetime Income Annuity Option
If this Rider is in Lifetime Guaranteed Withdrawal Status on the Annuity Commencement Date, you
must choose one of the Annuity Options set forth in the Contract under which to begin receiving the

IU-RA-3061

5

Annuity Payments or elect to receive lifetime income payments in lieu of any other Annuity Options
available under the Contract (the “Lifetime Income Annuity Option”). If you choose one of the Annuity
Options under the Contract, the amount of the Annuity Payments and any conditions imposed will be
those listed in the Contract.

If the Lifetime Income Annuity Option is chosen, payments are made to the person named in equal
payments for as long as the Annuitant is living. The amount of such payments are based on the
Annuitant’s sex and age on the Annuity Commencement Date. Upon the Annuitant’s death, all payments
cease.

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

Lifetime Income Annuity Factors
Annual Lifetime Income Annuity 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.
Lifetime Income Annuity Factors for other ages are available upon request.

	Table of Income for a Single Life
Age	Male	Female
55	[$42.76	$39.32
60	48.67	44.38
65	56.69	51.17
70	67.66	60.56
75	82.56	74.05
80	103.05	93.68
85	130.96	122.27
90	167.97	161.66]

Automatic Periodic Benefit Status
If the Accumulation Value is reduced to zero (other than by an Excess Withdrawal) while the Rider is in
Guaranteed Withdrawal Status and an MGWB Base remains, the Rider will be placed in Automatic
Periodic Benefit Status and the MGWB Periodic Payments will become payable. 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 Premiums will be accepted; and 

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

When this Rider is in Automatic Periodic Benefit Status, if the MAW exceeds the net Partial
Withdrawals for that Contract Year, including the Partial Withdrawal that caused the Rider to enter
Automatic Periodic Benefit Status, the excess of the MAW over such net Partial Withdrawals will be paid
immediately to the Owner. If at the time this Rider enters Automatic Periodic Benefit Status you are
receiving systematic Partial Withdrawals, the systematic Partial Withdrawals will continue until the
remaining MAW for the Contract Year has been reached.

While this Rider is in Automatic Periodic Benefit Status, the MGWB Periodic Payment is an annual
amount equal to the MAW in effect on the date the Rider enters Automatic Periodic Benefit Status.
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. After this Rider enters Automatic Periodic Benefit
Status, MGWB Periodic Payments will continue to be paid annually until the Contract and this Rider
terminates at the sooner of:

(1) The date the MGWB Base is reduced to zero; or 

(2) The death of the Owner. 

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If at the time this Rider enters Automatic Periodic Benefit Status, you are receiving systematic Partial
Withdrawals more frequently than annually, the MGWB 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 MGWB Periodic Payment. Such MGWB Periodic Payments will occur on the same dates as the
original systematic Partial Withdrawals would have occurred, rather than the last day of the first full
Contract Year following the date the Rider enters Automatic Periodic Benefit Status. If, at any time, the
MAW exceeds the MGWB Base, the last MGWB Periodic Payment will equal the remaining MGWB Base.

If the Contract is issued as a TSA/403(b) plan, we reserve the right to defer the MGWB Periodic
Payments in Automatic Periodic Benefit Status until such time that we have received written notice in a
form satisfactory to us that any withdrawal restrictions of that plan have been met.

If the Annuity Commencement Date is reached while the Rider is in Automatic Periodic Benefit Status,
the MGWB Periodic Payments continue and the Rider remains in Automatic Periodic Benefit Status until
the MGWB Base is reduced to zero.

Lifetime Automatic Periodic Benefit Status
If the Accumulation Value is reduced to zero (other than by an Excess Withdrawal) while the Rider is in
Lifetime Guaranteed Withdrawal Status, the Rider will be placed in Lifetime Automatic Periodic Benefit
Status and the MGWB Periodic Payments will become payable. When the Rider enters Lifetime
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 Premiums will be accepted; and 

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

When this Rider is in Lifetime Automatic Periodic Benefit Status, if the MAW exceeds the net Partial
Withdrawals for that Contract Year, including the Partial Withdrawal that caused the Rider to enter
Lifetime Automatic Periodic Benefit Status, the excess of the MAW over such net Partial Withdrawals
will be paid immediately to the Owner. If at the time this Rider enters Lifetime Automatic Periodic
Benefit Status you are receiving systematic Partial Withdrawals, the systematic Partial Withdrawals will
continue until the remaining MAW for the Contract Year has been reached. After this Rider enters
Lifetime Automatic Periodic Benefit Status, the Contract and this Rider will terminate when the
Annuitant dies.

While in Lifetime Automatic Periodic Benefit Status, the MGWB Periodic Payment is an annual amount
equal to the MAW in effect on the date the Rider enters Lifetime Automatic Periodic Benefit Status.
MGWB 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
until the Annuitant’s death. However, if at the time this Rider enters Lifetime Automatic Periodic
Benefit Status, you are receiving systematic Partial Withdrawals more frequently than annually, the
MGWB 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 MGWB Periodic Payment. Such MGWB Periodic
Payments will occur on the same dates as the original systematic Partial Withdrawals would have
occurred, rather than the last day of the first full Contract Year following the date the Rider enters
Lifetime Automatic Periodic Benefit Status. If MGWB Periodic Payments are disbursed after the
Annuitant’s date of death, but before we are notified of such death, we reserve the right to recover, and
you agree to repay to us, such MGWB Periodic Payments.

If the Annuity Commencement Date is reached while the Rider is in Lifetime Automatic Periodic Benefit
Status, the MGWB Periodic Payments continue and the Rider remains in Lifetime Automatic Periodic
Benefit Status until the date of the Annuitant’s death.

Excess Withdrawals
Total Partial Withdrawals in any Contract Year not exceeding the then current MAW will not impact the
MAW. However, an Excess Withdrawal will immediately reduce the MAW and MGWB Base on a pro-
rata basis. The proportion of any such pro-rata reduction will equal:

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A

{B – (C – A)} 

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

We will assess any applicable Surrender Charges, recapture of Credits or Market Value Adjustment on
Withdrawals taken less than or equal to the MAW for the Contract Year.

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

In no case, however, while this Rider is in Guaranteed Withdrawal Status, will the MAW be reduced to
less than $100.

If the Contract is required to satisfy the required minimum distribution rules of the Internal Revenue
Code of 1986, as amended, Partial Withdrawals taken from this Contract to satisfy such rules (the
“RMD”) that exceed the MAW for a specific Contract Year, will not be deemed Excess MGWB
Withdrawals in that Contract Year, subject to the following:

(1) If the Owner’s RMD for any calendar year, applicable to this Contract, is greater than the MAW, 

         an additional withdrawal amount (“AWA”) will be set equal to the portion of the RMD that 

         exceeds the MAW. Otherwise, the AWA for that calendar year will be set equal to zero. 

(2) Any Withdrawals taken during the then current Contract Year will count first against the MAW 

         for that Contract Year. 

(3) The amounts withdrawn in excess of the MAW will count first against any unused AWA 

         calculated for the previous calendar year followed by any unused AWA calculated for the current 

         calendar year. These Withdrawals are not considered Excess MGWB Withdrawals. 

(4) Any unused AWA will be set to zero at the end of the second calendar year from which it is 

         originally calculated. 

(5) Withdrawals in excess of the MAW and unused accumulated AWA in the Contract will reduce the 

         MGWB Base on a pro-rata basis which will result in a recalculation of the MAW, as described 

         above. 

If an Owner dies after beginning to receive RMDs, an AWA will continue to be calculated for any
Withdrawals that continue to the Beneficiary. If the Owner dies before beginning receipt of RMDs and
Withdrawals are paid to the Beneficiary based on the life expectancy of such Beneficiary, an AWA will
not be calculated for the difference between the MAW and any such life expectancy Withdrawals. Under
no circumstances will an AWA be calculated for payments under a Contract that is not required to take
an RMD.

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

MGWB REBALANCING 

If, on any MGWB Rebalancing Date (as defined below) the Accumulation Value in Fixed Allocation Funds
is less than the Minimum Fixed Allocation Fund Percentage, as shown in the Contract Schedule, of the
total Accumulation Value in Non-Accepted Funds, we will automatically rebalance the Accumulation
Value allocated to Non-Accepted Funds to restore the Minimum Fixed Allocation Fund Percentage
requirement.

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MGWB Rebalancing Dates are defined as the following:

(1) Each Automatic MGWB Rebalancing Date as defined in the Contract Schedule; 

(2) The day any Additional Premiums are allocated among Fixed Allocation Funds or other Funds; 

(3) The day any transfer/reallocation among Fixed Allocation Funds or Other Funds occurs, whether 

         automatic or specifically directed by you; and 

(4) The day of any Partial Withdrawal from Fixed Allocation Funds or Other Funds, other than 

         withdrawals made for the purpose of paying Rider charges or as requested by the Owner for the 

         payment of Investment Advisory Fees. 

Such rebalancing will occur, pro-rata, among Non-Accepted Funds and will be the last transaction
processed on that date. No rebalancing will occur if you are entirely invested in Accepted Funds.

We may, at our discretion, reduce the Minimum Fixed Allocation Fund Percentage, or eliminate this
requirement entirely, upon not less than 30-days prior notice to you. If any such change is made,
rebalancing will occur on subsequent MGWB Rebalancing Dates, as necessary, to restore the new
Minimum Fixed Allocation Fund Percentage requirement, if applicable.

TSA/403(b) LOANS 

If this Rider is attached to a Contract issued as a TSA/403(b) plan that allows loans, no loans may be
taken under the Contract while this Rider is in effect.

MGWB CHARGE 

The MGWB Charge is deducted on each quarterly Contract Anniversary, in arrears, from the
Accumulation Value in the Variable Separate Account Divisions, in the same proportion that the total
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 Rider is changed from Guaranteed Withdrawal Status to Lifetime
Guaranteed Withdrawal Status or at the time of any reset described in the “MGWB Reset” section,
charges for this rider will not exceed the MGWB Charge in effect on the Rider Date. If there is
insufficient Accumulation Value in the Variable Separate Account, charges will be deducted from the
Fixed Allocations(s) nearest maturity. A Market Value Adjustment may be applied to charges deducted
from the Fixed Allocation(s).

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

The MGWB Charge for this Rider will continue to be assessed so long as this Rider is in effect, unless the
Rider enters Automatic Periodic Benefit Status or Lifetime Automatic Periodic Benefit Status.

DEATH OR CHANGE OF OWNER/ANNUITANT 

Death of Owner/Annuitant
If this Rider is in the Growth Phase, Guaranteed Withdrawal Status or Lifetime 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 and all charges for the Rider will cease on the date of the
Owner’s death. Any charges for this Rider which are due but unpaid for any period of time the Rider was
in force prior to the date of death will be deducted at the next quarterly Contract Anniversary or on the
date the Contract is surrendered, if sooner.

However, if the Rider was in the Growth Phase, Guaranteed Withdrawal Status or Lifetime Guaranteed
Withdrawal Status on the date of the Owner’s death and the deceased Owner’s surviving spouse
continues the Contract as his or her own as provided in the Contract, the Rider will resume on the

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quarterly Contract Anniversary on or following the date the Contract is continued, subject to the
following conditions:

(1) The surviving spouse becomes the Annuitant and sole Owner; 

(2) The change from Guaranteed Withdrawal Status to Lifetime Guaranteed Withdrawal Status and 

         MAW percentages, as shown in the Contract Schedule, will be based on the continuing spouse’s 

         age; 

(3) MGWB Charges will resume and will be the same as were in effect on the date of the deceased 

         Owner’s death; 

(4) and only Credits applied on or after the Contract is continued, if applicable, will be considered as 

         Credits for purposes of calculations under this Rider. 

If this Rider was in the Growth Phase at the time of spousal continuation and no Partial Withdrawal was
made prior to the quarterly Contract Anniversary following the date the Rider resumes:

(1) The Rider will resume in the Growth Phase and will continue in the Growth Phase until the last
Business Day immediately preceding the beginning of the Withdrawal Phase;
(2) On the day the Rider resumes, if it is not on the Contract Anniversary following the date of the
Owner’s death, the MGWB Base will be recalculated to equal the greater of A. or B. where:
A.	Is the current Contract Accumulation Value, including any increase in the Accumulation
	Value to equal the excess of any applicable Death Benefit over the Accumulation Value
	and excluding any Credits applied since the date the Contract was continued; and
B.	Is the MGWB Base as of the date of the Owner’s death plus any Premiums paid,
	excluding any Credits thereon if applicable, minus any Partial Withdrawals requested for
the payment of Investment Advisory Fees since the date of the Owner’s death;
(3) On the day the Rider resumes, if it is on the Contract Anniversary following the date of the
Owner’s death, and there has been fewer than ten complete Contract Years since the Rider
Date, the MGWB Base will be recalculated to equal the greatest of A., B. or C. where:
A.	The MGWB Base on the prior Contract Anniversary multiplied by the MGWB Base Step-
	up Factor shown in the Contract Schedule, plus any Premiums paid, excluding any
	Credits thereon if applicable, minus any Partial Withdrawals requested for the payment
	of Investment Advisory Fees, during the Contract Year then ending;
B.	Is the current Contract Accumulation Value, including any increase in the Accumulation
	Value to equal the excess of any applicable Death Benefit over the Accumulation Value
	and excluding any Credits applied since the date the Contract was continued; and
C.	Is the MGWB Base as of the date of the Owner’s death plus any Premiums paid,
	excluding any Credits thereon if applicable, minus any Partial Withdrawals requested for
the payment of Investment Advisory Fees since the date of the Owner’s death.
(4) On any other day, after the Rider resumes, MGWB Base calculations will continue as stated in
the “Growth Phase” section subject to the following:
A.	If the date the Rider is continued is on or before the Contract Anniversary following the
	date of the Owner’s death, (1) the calculations under paragraph (1) of the “Growth Phase”
	section resume; and (2) such calculations will continue for the remaining number of
	complete Contract Years allowed under such paragraph or until the end of the Growth
	Phase, if sooner.
B.	If the date the Rider is continued is after the Contract Anniversary following the date of
	the Owner’s death, (1) the calculations under paragraph (1) of the “Growth Phase” section
	will not resume until the Ratchet Date that is a Contract Anniversary following the first
	complete Contract Year after the date the Rider resumed; and (2) such calculations will
	then continue for the remaining number of complete Contract Years allowed under such
	paragraph or until the end of the Growth Phase, if sooner.

If this Rider was in Guaranteed Withdrawal Status or Lifetime Guaranteed Withdrawal Status at the
time of spousal continuation or a Partial Withdrawal was made on or prior to the quarterly Contract
Anniversary following the date the Rider resumes, on the date the Rider resumes:
(1) The Rider will resume in the Withdrawal Phase;

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(2) If the surviving spouse is less than 59 ½ years of age, the Rider will be placed in Guaranteed
Withdrawal Status;
(3) If the surviving spouse is 59 ½ years of age or older, the Rider will be placed in Lifetime
Guaranteed Withdrawal Status;
(4) The MGWB Base will be set equal to the current Accumulation Value, including any increase in
the Accumulation Value to equal the excess of any applicable Death Benefit over the
Accumulation Value, except however, there will be no change in the MGWB Base if it results in a
reduction in the MGWB Base and the surviving spouse was both an Owner and the Annuitant at
the time of the Owner’s death;
(5) The MAW will be re-calculated to equal A. multiplied by B. where:
A.	Is the current MGWB Base; and
B.	Is the applicable MAW Percentage, as shown in the Contract Schedule, based on the
	surviving spouse’s then current age; and
(6) Any withdrawals taken in the Contract Year in which the Rider resumes will be included in
determining whether any Excess Withdrawals have been taken in that Contract Year as well as
used in calculating any pro-rata reductions of the MGWB Base and MAW as described in the
“Excess Withdrawals” section.

If the Rider is in Automatic Periodic Benefit Status upon death of the Owner, we will pay the remaining
MGWB Base in a lump sum to the Beneficiary and the Contract and Rider will terminate. If the Rider is
in Lifetime Automatic Periodic Benefit Status at the time of the Owner’s death and such Owner was not
also the Annuitant, this Rider will continue until death of Annuitant. If the Rider is in Lifetime
Automatic Periodic Benefit Status at the time of the Owner’s death and such Owner was also the
Annuitant, this Rider will terminate.

Regardless of the status, this Rider will terminate upon the date of death of an Owner if spousal
continuation is not possible. If spousal continuation is possible, but the surviving spouse chooses not to
continue the Contract, this Rider will terminate when we receive notice at our Customer Service Center,
in a form satisfactory to us, that an alternate distribution option has been chosen.

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 benefits under this Rider will thereafter be payable:

(1) A change of ownership pursuant to spousal continuation as set forth in the “Death of 

         Owner/Annuitant” section above; 

(2) A change of ownership from one custodian to another custodian for the benefit of the same 

         individual; 

(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 ownership from one trust to another trust where the individual Owner and the 

         grantor of both trusts 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. 

MISSTATEMENT OF AGE OR SEX 

If the age or sex used in determining any benefits provided by this Rider have been misstated, the
amounts payable or benefits provided will be those that this Rider would have provided at the correct age
or sex. We reserve the right to recover, and you agree to repay to us, the amounts overpaid. We also
reserve the right, alternatively, to recoup the amounts overpaid by reducing the MAW, future MGWB

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Periodic Payments, future payments under the Lifetime Income Annuity Option, or future Annuity
Payments under an Annuity Option.

RIDER TERMINATION 

This Rider may not be cancelled unless the Contract is surrendered or otherwise terminated, other than
as described in the “Guaranteed Withdrawal Status,” “Lifetime Guaranteed Withdrawal Status”,
“Automatic Periodic Benefit Status,” “Lifetime Automatic Periodic Benefit Status,” “Death of
Owner/Annuitant,” or “Change of Owner/Annuitant” sections.

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

Signed; 

/s/ Joy M. Benner 

Joy M. Benner 

Secretary 

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EX-99.B4

ING USA
ANNUITY AND LIFE	Minimum Guaranteed
INSURANCE COMPANY	Withdrawal Benefit Rider
ING USA is a stock company domiciled in Iowa	With Automatic Reset
(HEREINAFTER CALLED WE, US AND OUR)

The Contract to which this Minimum Guaranteed Withdrawal Benefit Rider With Automatic Reset (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. Any capitalized terms not defined
in this Rider shall have the meaning given to them in the Contract.

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

Subject to certain terms and conditions, this Rider guarantees that a certain amount may be withdrawn
annually, regardless of market performance and even if the Accumulation Value is zero, until the date of
death of the last Active Spouse (as defined below) or the Rider is terminated.

IMPORTANT TERMS 

An Active Spouse is the person/people upon whose life and age Rider benefits are determined. On the
Rider Date, there must be two Active Spouses who are married to each other and are either joint Owners
or one Active Spouse is an Owner and the other is the sole primary Beneficiary. The Annuitant must be
an Active Spouse. In order for an Active Spouse to maintain status as an Active Spouse, all of the
following conditions must be met:

(1) The person must be alive; 

(2) The person must be either an Owner or the sole primary Beneficiary on the Rider Date; 

(3) If the person is an Owner and is removed from being an Owner, the person must immediately 

         become the sole primary Beneficiary; and 

(4) If the person is the sole primary Beneficiary and is removed from such designation, the person 

         must immediately be named as an Owner. 

Once a person loses status as an Active Spouse, the person may not regain status as an Active Spouse.
No person can become an Active Spouse after the Rider Date. The Owner, in the case of single
ownership, may request that an Active Spouse no longer be deemed an Active Spouse by providing us
notice at our Customer Service Center in a form satisfactory to us. In the case of custodial ownership, the
custodial Beneficiary will be deemed to be the sole primary Beneficiary for purposes of this Rider. The
beneficial Owner of a custodial Contract must be the annuitant and be married to the custodial
Beneficiary. As used in this definition, “married” has the meaning given to it under federal law.

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.

An Excess Withdrawal is an amount equal to the excess of the total Partial Withdrawals in any Contract
Year over the then current MAW.

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.

Investment Advisory Fees are fees or charges paid to a registered investment advisor for advice provided
on the selection and ongoing distribution of Accumulation Value among the funds underlying this
Contract.

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The Maximum Annual Withdrawal or MAW 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 MGWB Base is a value used only for the purpose of calculating the charge for this Rider and the
MAW.

The MGWB Charge is a percentage of the MGWB Base as of the last Business Day immediately prior to
the date the MGWB Charge is deducted. The percentage is shown in the Contract Schedule.

MGWB Periodic Payments are payments that occur once the Rider enters Automatic Periodic Benefit
Status or Lifetime Automatic Periodic Benefit Status, as applicable.

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.

The Withdrawal Phase begins as of the date of the first Partial Withdrawal occurring after the Rider
Date, other than withdrawals requested by the Owner for the payment of Investment Advisory Fees. 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.

INVESTMENT OPTION CLASSIFICATIONS 

Accepted Funds, applicable to this Rider and existing on the Rider Date, are defined in the Contract
Schedule. We may classify newly available investment options as Accepted Funds. We may reclassify an
existing investment option as an Accepted Fund or remove such designation upon prior notice to you.
Such reclassification will apply to amounts transferred or otherwise added to such investment option(s)
after the date of change.

Non-Accepted Funds, applicable to this Rider, are all investment options designated as Fixed Allocation
Funds or Other Funds.

Fixed Allocation Funds, applicable to this Rider and existing on the Rider Date, are defined in the
Contract Schedule. We may classify newly available investment options as Fixed Allocation Funds. We
may reclassify an existing investment option as a Fixed Allocation Fund or remove such designation upon
prior notice to you. Such reclassification will apply to amounts transferred or otherwise added to such
investment option(s) after the date of change.

Other Funds, applicable to this Rider, are any investment options not designated as Accepted Funds or
Fixed Allocation Funds. We may classify newly available investment options as Other Funds. We may
reclassify an existing investment option as an Other Fund or remove such designation upon prior notice
to you. Such reclassification will apply to amounts transferred or otherwise added to such investment
option(s) after the date of change. As discussed below in the “MGWB Rebalancing” section, Other Funds
are subject to restrictions as to amounts which may be invested or transferred into such divisions.

GROWTH PHASE 

MGWB Base Calculation
If this Rider is effective as of the Contract Date, the initial MGWB Base is the Initial Premium, excluding
any Credits, if applicable. If this Rider is added to the Contract after the Contract Date, the initial
MGWB Base is equal to the Accumulation Value on the Rider Date, excluding any Credits applied within
the prior 36 months, if applicable. Thereafter, during the Growth Phase, the MGWB Base is calculated
as follows:

(1) On the Ratchet Date that is also the first Contract Anniversary following one complete Contract 

    Year after the Rider Date and on each Ratchet Date that is also a Contract Anniversary for either 

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the 9 complete Contract Years thereafter or until the Growth Phase ends, if sooner, the MGWB

Base equals the greatest of:

A.	The MGWB Base on the prior Contract Anniversary multiplied by the MGWB Base Step-
	up Factor shown in the Contract Schedule, plus any Premiums paid, excluding any
	Credits thereon if applicable, minus any Partial Withdrawals requested for the payment
	of Investment Advisory Fees, during the Contract Year then ending;
B.	The current MGWB Base plus any Premiums paid, excluding any Credits thereon if
	applicable, minus any Partial Withdrawals requested for the payment of Investment
	Advisory Fees on that Ratchet Date; or
C.	The current Accumulation Value, excluding any Credits applied within the prior 36
	months, if applicable.

For the purpose of the first calculation under this paragraph (1), if the Rider Date is the same as
the Contract Date, the initial MGWB Base will be deemed to be the MGWB Base on the prior
Contract Anniversary.

(2) On any Ratchet Date other than as specified in (1) above, the MGWB Base equals the greater of:
A.	The current MGWB Base plus any Premiums paid, excluding any Credits thereon if
	applicable, minus any Partial Withdrawals requested for the payment of Investment
	Advisory Fees on that Ratchet Date; or
B.	The current Accumulation Value excluding any Credits applied within the prior 36
	months, if applicable.
(3) On any other date, the MGWB Base equals:
A.	The MGWB Base on the previous Ratchet Date; plus
B.	Premiums paid, excluding any Credits thereon if applicable, since the previous Ratchet
	Date; minus
C.	Any Partial Withdrawals requested for the payment of Investment Advisory Fees.
For the purpose of MGWB Base calculations on and prior to the first Ratchet Date, the Rider
Date will be deemed to be the previous Ratchet Date.

Ratchet Dates are defined in the Contract Schedule.

WITHDRAWAL PHASE 

During the Withdrawal Phase, the Rider may be in Guaranteed Withdrawal Status, Lifetime Guaranteed
Withdrawal Status, Automatic Periodic Benefit Status or Lifetime Automatic Periodic Benefit Status.
The guarantees provided under this Rider are dependent on the status, as described below.

Guaranteed Withdrawal Status
This Rider enters Guaranteed Withdrawal Status on the date of the first Partial Withdrawal taken after
the Rider Date but before the quarterly Contract Anniversary following the 65th birthday of the youngest
Active Spouse (or if there is only one Active Spouse, following that spouse’s 65th birthday). The Rider
will remain in Guaranteed Withdrawal Status until the earlier of:

(1) The date the Contract is surrendered or otherwise terminated, at which time this Rider will also 

         terminate; 

(2) No Active Spouse remains, at which time the Rider will terminate and no further Rider benefits 

         will be payable; 

(3) The Annuity Commencement Date, at which time you must choose one of the Annuity Options set 

         forth in the Contract under which to begin receiving any Accumulation Value remaining; 

(4) The date the MGWB Base is reduced to zero at which time the Rider will terminate and no 

         further Rider benefits will be payable; 

(5) The date the Accumulation Value is reduced to zero (other than by an Excess Withdrawal), at 

         which time the Rider will be placed in Automatic Periodic Benefit Status provided (3) above does 

         not also apply; 

(6) The date the Accumulation Value is reduced to zero by an Excess Withdrawal, at which time the 

         Rider will terminate and no further Rider benefits will be payable; and 

(7) The quarterly Contract Anniversary on or following the date of the youngest Active Spouse’s 65th 

         birthday (or, if there is only one Active Spouse, the quarterly Contract Anniversary on or 

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following that spouse’s 65th birthday) at which time the Rider status will change to Lifetime
Guaranteed Withdrawal Status; provided, however, that the Owner has not rejected this change
in status as described in the “Right to Continue Guaranteed Withdrawal Status” section below.

MGWB Base Calculation
On the day the Rider is placed in Guaranteed Withdrawal Status, the MGWB Base is set equal to the
greater of (1) or (2) where:

(1) Is the Accumulation Value on the last day of the Growth Phase, excluding any Credits applied 

         within the prior 36 months, if applicable; and 

(2) Is the MGWB Base on the last day of the Growth Phase. 

Thereafter, while the Rider remains in Guaranteed Withdrawal Status, Partial Withdrawals in any
Contract Year not exceeding the MAW will reduce the MGWB Base dollar for dollar. Any applicable
Market Value Adjustments, Surrender Charges and recaptures of Credit will not be included in the total
amount of the Partial Withdrawal that will reduce the MGWB Base dollar for dollar. Any Excess
Withdrawals will reduce the MGWB Base as described in the “Excess Withdrawals” section below.

Maximum Annual Withdrawal Calculation
On the day the Rider is placed in Guaranteed Withdrawal Status, the initial MAW is set equal to (1)
multiplied by (2) where:

(1) Is the applicable MAW Percentage, as shown in the Contract Schedule, based on the age of the 

         youngest Active Spouse, or if there is only one Active Spouse, on that spouse’s age; and 

(2) Is the MGWB Base. 

Thereafter, while the Rider remains in Guaranteed Withdrawal Status, Partial Withdrawals in any
Contract Year not exceeding the MAW will not impact the MAW. Any Excess Withdrawals will reduce
the MAW as described in the “Excess Withdrawals” section below. However, while in Guaranteed
Withdrawal Status, the MAW will never be reduced to less than $100.

Annuity Commencement Date
If this Rider is in Guaranteed Withdrawal Status on the Annuity Commencement Date, you must choose
one of the Annuity Options set forth in the Contract to receive any Accumulation Value remaining and
this Rider will terminate.

Right to Continue Guaranteed Withdrawal Status
If this Rider is in Guaranteed Withdrawal Status as of the quarterly Contract Anniversary on or
following the date of the youngest Active Spouse’s 65th birthday (or, if there is only one Active Spouse, as
of the quarterly Contract Anniversary on or following that spouse’s 65th birthday) we will recalculate the
MGWB Base and MAW and place the Rider in Lifetime Guaranteed Withdrawal Status as described in
the “Lifetime Guaranteed Withdrawal Status” section. At this time, 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 that
the MGWB Charge will not increase during the Reset Charge Lock Period shown in the Contract
Schedule. We will provide you not less than 30-days notice of this recalculation as well as the impact of
the status change and inform you of your options. You may elect to decline the change in status and
continue the Rider in Guaranteed Withdrawal Status by advising us in writing prior to the end of the 30-
day notice period. If you reject this status change, the Rider will continue in Guaranteed Withdrawal
Status until the MGWB Base is reduced to zero, at which time the Rider will terminate and no further
Rider benefits will be payable.

Lifetime Guaranteed Withdrawal Status
Subject to the “Right to Continue Guaranteed Withdrawal Status” section above, this Rider will enter
Lifetime Guaranteed Withdrawal Status on the later of the first day of the Withdrawal Phase or the
quarterly Contract Anniversary on or following the 65th birthday of the youngest Active Spouse (or if
there is only one Active Spouse, on or following that spouse’s 65th birthday). The Rider will maintain
Lifetime Guaranteed Withdrawal Status until the earlier of:

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(1) The date the Contract is surrendered or otherwise terminated, at which time this Rider will also 

         terminate; 

(2) No Active Spouse remains, at which time the Rider will terminate and no further Rider benefits 

         will be payable; 

(3) The Annuity Commencement Date, at which time you must choose one of the Annuity Options set 

         forth in the Contract under which to begin receiving the Annuity Payments or elect the Lifetime 

         Income Annuity Option (as defined below) in lieu of any other Annuity Options available under 

         the Contract; 

(4) The date the Accumulation Value is reduced to zero by an Excess Withdrawal, at which time the 

         Rider will terminate and no further Rider benefits will be payable; and 

(5) The date the Accumulation Value is reduced to zero (other than by an Excess Withdrawal), at 

         which time the Rider will be placed in Lifetime Automatic Periodic Benefit Status. 

MGWB Base Calculation
If immediately preceded by Guaranteed Withdrawal Status, on the day the Rider is placed in Lifetime
Guaranteed Withdrawal Status, the MGWB Base is set equal to the greater of (1) or (2) where:

(1) Is the current Accumulation Value, excluding any Credits applied within the prior 36 months, if 

         applicable; and 

(2) Is the current MGWB Base. 

If immediately preceded by the Growth Phase, on the day the Rider is placed in Lifetime Guaranteed
Withdrawal Status, the MGWB Base is set equal to the greater of (1) or (2) where:

(1) Is the Accumulation Value on the last day of the Growth Phase, excluding any Credits applied 

         within the prior 36 months, if applicable; and 

(2) Is the MGWB Base on the last day of the Growth Phase. 

Thereafter, while the Rider remains in Lifetime Guaranteed Withdrawal Status, the MGWB Base will be
recalculated at the time of any Excess Withdrawal or reset as described in the “Excess Withdrawals” and
“MGWB Reset” sections below.

Maximum Annual Withdrawal Calculation
If immediately preceded by Guaranteed Withdrawal Status, on the day the Rider is placed in Lifetime
Guaranteed Withdrawal Status we will recalculate the MAW and set it equal to (1) multiplied by (2)
where:

(1) Is the applicable MAW Percentage, as shown in the Contract Schedule, based on the age of the 

         youngest Active Spouse (or, if there is only one Active Spouse, based on that spouse’s age) as of 

         the date of the first Partial Withdrawal taken after the Rider Date; and 

(2) Is the MGWB Base. 

If immediately preceded by the Growth Phase, on the day the Rider is placed in Lifetime Guaranteed
Withdrawal Status, the initial MAW is set equal to (1) multiplied (2) where:

(1) Is the applicable MAW Percentage, as shown in the Contract Schedule, based on the age of the 

         youngest Active Spouse (or, if there is only one Active Spouse, based on that spouse’s age) as of 

         such day; and 

(2) Is the MGWB Base. 

At any time after the day the Rider is placed in Lifetime Guaranteed Withdrawal Status, the MAW will
be recalculated at the time of any Excess Withdrawal or reset as described in the “Excess Withdrawals”
and “MGWB Reset” sections below.

MGWB Reset
On each Reset Date, as shown in the Contract Schedule, we will recalculate the MGWB Base equal to the
greater of (1) or (2) where:

(1) Is the then current Accumulation Value, excluding any Credits applied within the prior 36 

         months, if applicable; and 

(2) Is the current MGWB Base. 

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5

After the MGWB Base is recalculated, as set forth above, we will reset the MAW to equal (1) multiplied
by (2) where:

(1) Is the applicable MAW Percentage, as shown in the Contract Schedule, based on the age of the 

         youngest Active Spouse (or, if there is only one Active Spouse, based on that spouse’s age) as of 

         the date of the first Partial Withdrawal taken after the Rider Date; and 

(2) Is the recalculated MGWB Base. 

Such reset is subject to the following:

(1) No reset will be made that would reduce the MGWB Base or the MAW; 

(2) At the time of each reset, 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 that the MGWB 

         Charge will not increase for any reset occurring during the Reset Charge Lock Period shown in 

         the Contract Schedule. 

(3) We will provide notice to you not less than 30 days in advance of any reset which would result in 

         an increase to the MGWB Charge. You may decline any such reset by providing written notice to 

         us within 30 days of the date of our notice to you. However, if you decline any such reset, such 

         action will terminate the reset feature of this Rider and no future resets will be applied. 

Lifetime Income Annuity Option
If this Rider is in Lifetime Guaranteed Withdrawal Status on the Annuity Commencement Date, you
must choose one of the Annuity Options set forth in the Contract under which to begin receiving the
Annuity Payments or elect to receive lifetime income payments in lieu of any other Annuity Options
available under the Contract (the “Lifetime Income Annuity Option”). If you choose one of the Annuity
Options under the Contract, the amount of the Annuity Payments and any conditions imposed will be
those listed in the Contract.

If the Lifetime Income Annuity Option is chosen for the life of two Active Spouses, payments are made to
the person named in equal payments for as long as either Active Spouse is living. If the Lifetime Income
Annuity Option is chosen for the life of only one Active Spouse, payments are made to the person named
in equal payments for as long as the Active Spouse on whose life the option is based is living. The
amount of such payments are based on the sex and age of the Active Spouse(s) on whose lives the
payments are based, on the Annuity Commencement Date. Upon the death of the last Active Spouse on
whose life the payments are based, all payments cease.

Tables of minimum payment factors (“Lifetime Income Annuity Factors”) under the Lifetime Income
Annuity Option, for a single life and for joint lives, are shown below. Actual payments under the Lifetime
Income Annuity Option will never be less than the greater of those derived from the Lifetime Income
Annuity Factors in this Rider and those based on the MAW for the same frequency, as of the Annuity
Commencement Date.

Lifetime Income Annuity Factors
Annual Lifetime Income Annuity 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.
Lifetime Income Annuity Factors for other ages, or for joint lives with different ages, are available upon
request.

	Table of Income for a Single Life		Table of Income for Joint Lives
Age	Male	Female	Age	Income
55	[$42.76	$39.32	Male 55, Female 55	[$35.17
60	48.67	44.38	Male 60, Female 60	39.12
65	56.69	51.17	Male 65, Female 65	44.35
70	67.66	60.56	Male 70, Female 70	51.44
75	82.56	74.05	Male 75, Female 75	61.27
80	103.05	93.68	Male 80, Female 80	75.10
85	130.96	122.27	Male 85, Female 85	94.56
90	167.97	161.66]	Male 90, Female 90	121.03]

IU-RA-3062

6

Automatic Periodic Benefit Status
If the Accumulation Value is reduced to zero (other than by an Excess Withdrawal) while the Rider is in
Guaranteed Withdrawal Status and an MGWB Base remains, the Rider will be placed in Automatic
Periodic Benefit Status and the MGWB Periodic Payments will become payable. 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 Premiums will be accepted; and 

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

When this Rider is in Automatic Periodic Benefit Status, if the MAW exceeds the net Partial
Withdrawals for that Contract Year, including the Partial Withdrawal that caused the Rider to enter
Automatic Periodic Benefit Status, the excess of the MAW over such net Partial Withdrawals will be paid
immediately to the Owner. If at the time this Rider enters Automatic Periodic Benefit Status you are
receiving systematic Partial Withdrawals, the systematic Partial Withdrawals will continue until the
remaining MAW for the Contract Year has been reached.

While this Rider is in Automatic Periodic Benefit Status, the MGWB Periodic Payment is an annual
amount equal to the MAW in effect on the date the Rider enters Automatic Periodic Benefit Status.
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. After this Rider enters Automatic Periodic Benefit
Status, MGWB Periodic Payments will continue to be paid annually until the Contract and this Rider
terminates at the sooner of:

(1) The date the MGWB Base is reduced to zero; or 

(2) The death of the Owner. 

If at the time this Rider enters Automatic Periodic Benefit Status, you are receiving systematic Partial
Withdrawals more frequently than annually, the MGWB 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 MGWB Periodic Payment. Such MGWB Periodic Payments will occur on the same dates as the
original systematic Partial Withdrawals would have occurred, rather than the last day of the first full
Contract Year following the date the Rider enters Automatic Periodic Benefit Status. If, at any time, the
MAW exceeds the MGWB Base, the last MGWB Periodic Payment will equal the remaining MGWB Base.

If the Annuity Commencement Date is reached while the Rider is in Automatic Periodic Benefit Status,
the MGWB Periodic Payments continue and the Rider remains in Automatic Periodic Benefit Status until
the MGWB Base is reduced to zero.

Lifetime Automatic Periodic Benefit Status
If the Accumulation Value is reduced to zero (other than by an Excess Withdrawal) while the Rider is in
Lifetime Guaranteed Withdrawal Status, the Rider will be placed in Lifetime Automatic Periodic Benefit
Status and the MGWB Periodic Payments will become payable. When the Rider enters Lifetime
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 Premiums will be accepted; and 

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

When this Rider is in Lifetime Automatic Periodic Benefit Status, if the MAW exceeds the net Partial
Withdrawals for that Contract Year, including the Partial Withdrawal that caused the Rider to enter
Lifetime Automatic Periodic Benefit Status, the excess of the MAW over such net Partial Withdrawals
will be paid immediately to the Owner. If at the time this Rider enters Lifetime Automatic Periodic
Benefit Status you are receiving systematic Partial Withdrawals, the systematic Partial Withdrawals will
continue until the remaining MAW for the Contract Year has been reached. After this Rider enters
Lifetime Automatic Periodic Benefit Status, the Contract and this Rider will terminate when the last
Active Spouse dies.

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7

While in Lifetime Automatic Periodic Benefit Status, the MGWB Periodic Payment is an annual amount
equal to the MAW in effect on the date the Rider enters Lifetime Automatic Periodic Benefit Status.
MGWB 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
until the death of the last Active Spouse. However, if at the time this Rider enters Lifetime Automatic
Periodic Benefit Status, you are receiving systematic Partial Withdrawals more frequently than
annually, the MGWB 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 MGWB Periodic Payment. Such
MGWB Periodic Payments will occur on the same dates as the original systematic Partial Withdrawals
would have occurred, rather than the last day of the first full Contract Year following the date the Rider
enters Lifetime Automatic Periodic Benefit Status. If MGWB Periodic Payments are disbursed after the
date of death of the last Active Spouse, but before we are notified of such death, we reserve the right to
recover, and you agree to repay to us, such MGWB Periodic Payments.

If the Annuity Commencement Date is reached while the Rider is in Lifetime Automatic Periodic Benefit
Status, the MGWB Periodic Payments continue and the Rider remains in Lifetime Automatic Periodic
Benefit Status until the date of death of the last Active Spouse.

Excess Withdrawals
Total Partial Withdrawals in any Contract Year not exceeding the then current MAW will not impact the
MAW. However, an Excess Withdrawal will immediately reduce the MAW and MGWB Base on a pro-
rata basis. The proportion of any such pro-rata reduction will equal:

A

{B – (C – A)} 

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

We will assess any applicable Surrender Charges, recapture of Credits or Market Value Adjustment on
Withdrawals taken less than or equal to the MAW for the Contract Year.

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

In no case, however, while this Rider is in Guaranteed Withdrawal Status, will the MAW be reduced to
less than $100.

If the Contract is required to satisfy the required minimum distribution rules of the Internal Revenue
Code of 1986, as amended, Partial Withdrawals taken from this Contract to satisfy such rules (the
“RMD”) that exceed the MAW for a specific Contract Year, will not be deemed Excess MGWB
Withdrawals in that Contract Year, subject to the following:

(1) If the Owner’s RMD for any calendar year, applicable to this Contract, is greater than the MAW, 

         an additional withdrawal amount (“AWA”) will be set equal to the portion of the RMD that 

         exceeds the MAW. Otherwise, the AWA for that calendar year will be set equal to zero. 

(2) Any Withdrawals taken during the then current Contract Year will count first against the MAW 

         for that Contract Year. 

(3) The amounts withdrawn in excess of the MAW will count first against any unused AWA 

         calculated for the previous calendar year followed by any unused AWA calculated for the current 

         calendar year. These Withdrawals are not considered Excess MGWB Withdrawals. 

(4) Any unused AWA will be set to zero at the end of the second calendar year from which it is 

         originally calculated. 

IU-RA-3062

8

(5) Withdrawals in excess of the MAW and unused accumulated AWA in the Contract will reduce the 

     MGWB Base on a pro-rata basis which will result in a recalculation of the MAW, as described 

     above. 

If an Owner dies after beginning to receive RMDs, an AWA will continue to be calculated for any
Withdrawals that continue to the Beneficiary. If the Owner dies before beginning receipt of RMDs and
Withdrawals are paid to the Beneficiary based on the life expectancy of such Beneficiary, an AWA will
not be calculated for the difference between the MAW and any such life expectancy Withdrawals. Under
no circumstances will an AWA be calculated for payments under a Contract that is not required to take
an RMD.

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

MGWB REBALANCING 

If, on any MGWB Rebalancing Date (as defined below) the Accumulation Value in Fixed Allocation Funds
is less than the Minimum Fixed Allocation Fund Percentage, as shown in the Contract Schedule, of the
total Accumulation Value in Non-Accepted Funds, we will automatically rebalance the Accumulation
Value allocated to Non-Accepted Funds to restore the Minimum Fixed Allocation Fund Percentage
requirement.

MGWB Rebalancing Dates are defined as the following:

(1) Each Automatic MGWB Rebalancing Date as defined in the Contract Schedule; 

(2) The day any Additional Premiums are allocated among Fixed Allocation Funds or other Funds; 

(3) The day any transfer/reallocation among Fixed Allocation Funds or Other Funds occurs, whether 

         automatic or specifically directed by you; and 

(4) The day of any Partial Withdrawal from Fixed Allocation Funds or Other Funds, other than 

         withdrawals made for the purpose of paying Rider charges or as requested by the Owner for the 

         payment of Investment Advisory Fees. 

Such rebalancing will occur, pro-rata, among Non-Accepted Funds and will be the last transaction
processed on that date. No rebalancing will occur if you are entirely invested in Accepted Funds.

We may, at our discretion, reduce the Minimum Fixed Allocation Fund Percentage, or eliminate this
requirement entirely, upon not less than 30-days prior notice to you. If any such change is made,
rebalancing will occur on subsequent MGWB Rebalancing Dates, as necessary, to restore the new
Minimum Fixed Allocation Fund Percentage requirement, if applicable.

MGWB CHARGE 

The MGWB Charge is deducted on each quarterly Contract Anniversary, in arrears, from the
Accumulation Value in the Variable Separate Account Divisions, in the same proportion that the total
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 Rider is changed from Guaranteed Withdrawal Status to Lifetime
Guaranteed Withdrawal Status or at the time of any reset described in the “MGWB Reset” section,
charges for this rider will not exceed the MGWB Charge in effect on the Rider Date. If there is
insufficient Accumulation Value in the Variable Separate Account, charges will be deducted from the
Fixed Allocations(s) nearest maturity. A Market Value Adjustment may be applied to charges deducted
from the Fixed Allocation(s).

IU-RA-3062

9

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

The MGWB Charge for this Rider will continue to be assessed so long as this Rider is in effect, unless the
Rider enters Automatic Periodic Benefit Status or Lifetime Automatic Periodic Benefit Status.

CHANGE OF BENEFICIARY OR DEATH OR CHANGE OF OWNER 

Change of Beneficiary
You may change a designated Beneficiary at any time. However, you must provide us notice at our
Customer Service Center in a form satisfactory to us. If an Active Spouse who is not also a joint Owner is
removed as the sole primary Beneficiary, the change will result in such Active Spouse no longer being
classified as an Active Spouse. In such a case, this Rider will continue until the death of the remaining
Active Spouse or otherwise pursuant to its terms.

Death of Owner
Upon death of an Owner, the deceased Owner’s surviving spouse may continue the Contract as his or her
own, as provided in the Contract. If the surviving spouse elects to continue the Contract, this Rider also
continues, provided that both of the following conditions are met:

(1) The surviving spouse is an Active Spouse; and 

(2) The surviving spouse becomes the Annuitant and sole Owner. 

There will be no interruption of Rider benefits or charges when the preceding conditions are met and
spousal continuation of this Rider occurs, subject to the rules below.

If this Rider is in the Growth Phase at the time of spousal continuation meeting the preceding conditions,
the Rider will continue in the Growth Phase. If the Rider is in Guaranteed Withdrawal Status at the
time of spousal continuation meeting the preceding conditions and the quarterly contract anniversary on
or after the remaining Active Spouse’s 65th birthday has not been reached, the Rider continues in
Guaranteed Withdrawal Status. If the Rider is in Guaranteed Withdrawal Status at the time of spousal
continuation meeting the preceding conditions and the quarterly contract anniversary on or after the
remaining Active Spouse’s 65th birthday has been reached, the Rider changes to Lifetime Guaranteed
Withdrawal Status.

If this Rider is in the Growth Phase, Guaranteed Withdrawal Status or Lifetime Guaranteed Withdrawal
Status at the time of spousal continuation meeting the preceding conditions, on the date that the
Accumulation Value is increased to include the applicable Death Benefit under the Contract, the MGWB
Base will be recalculated to equal the greater of (1) or (2) where:

(1) Is the then current Accumulation Value; and 

(2) Is the current MGWB Base. 

If this Rider is in the Guaranteed Withdrawal Status or Lifetime Guaranteed Withdrawal Status at the
time of spousal continuation meeting the preceding conditions, after the MGWB Base is recalculated, as
set forth above, we will recalculate the MAW to equal (1) multiplied by (2) where:

(1) Is the applicable MAW Percentage, as shown in the Contract Schedule, based on the age of the 

         youngest Active Spouse (or, if there is only one Active Spouse, based on that spouse’s age) as of 

         the date of the first Partial Withdrawal taken after the Rider Date; and 

(2) Is the recalculated MGWB Base. 

However, we will not recalculate the MAW at this time if such recalculation would result in a reduction of
the MAW.

If the Rider is in Automatic Periodic Benefit Status upon death of an Owner, we will pay the remaining
MGWB Base in a lump sum to the Beneficiary and the Contract and Rider will terminate. If the Rider is

IU-RA-3062

10

in Lifetime Automatic Periodic Benefit Status at the time of spousal continuation meeting the preceding
conditions, this Rider will terminate upon the date of death of the last Active Spouse.

Regardless of the status, this Rider will terminate upon the date of death of an Owner if spousal
continuation is not possible. If spousal continuation is possible, but the surviving spouse chooses not to
continue the Contract, this Rider will terminate when we receive notice at our Customer Service Center,
in a form satisfactory to us, that an alternate distribution option has been chosen.

This Rider will terminate upon the date of death of the last Active Spouse.

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

(1) A change of ownership to an Active Spouse pursuant to spousal continuation as set forth in the 

         “Death of Owner” section above; 

(2) A change of ownership from one custodian to another custodian for the benefit of the same 

         individual; 

(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) Addition of an Active Spouse as a joint Owner; 

(7) Removal of an Active Spouse from joint ownership; and 

(8) A change of ownership in which the Owner becomes the sole primary Beneficiary and the sole 

         primary Beneficiary becomes the Owner, where both parties are Active Spouses. 

Note that (3), and (7) above may result in an Active Spouse losing status as an Active Spouse, as detailed
in the above sections.

MISSTATEMENT OF AGE, SEX, OR MARITAL STATUS 

If the age, sex, or marital status used in determining any benefits provided by this Rider have been
misstated, the amounts payable or benefits provided will be those that this Rider would have provided at
the correct age, sex, or marital status. We reserve the right to recover, and you agree to repay to us, the
amounts overpaid. We also reserve the right, alternatively, to recoup the amounts overpaid by reducing
the MAW, future MGWB Periodic Payments, future payments under the Lifetime Income Annuity
Option, or future Annuity Payments under an Annuity Option.

RIDER TERMINATION 

This Rider may not be cancelled unless the Contract is surrendered or otherwise terminated, other than
as described in the “Guaranteed Withdrawal Status,” “Lifetime Guaranteed Withdrawal Status”,
“Automatic Periodic Benefit Status,” “Lifetime Automatic Periodic Benefit Status,” “Death of Owner,” or
“Change of Owner” sections.

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

Signed; 

[

/s/ Joy M. Benner 

Joy M. Benner 

Secretary] 

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11

EX-99.B9

[ING STATIONERY]

July 25, 2007

Members of the Board of Directors 

ING USA Annuity and Life Insurance Company 

1475 Dunwoody Drive 

West Chester, PA 19380-1478 

Ladies and Gentlemen:

In my capacity as Counsel for ING USA Annuity and Life Insurance Company (the "Company"), I have
examined the Registration Statement on Form N-4 in connection with the registration under the Securities Act of
1933, as amended to the date hereof, of an indefinite number of units of interest in Separate Account B of the
Company (the "Account"). I am familiar with the proceedings taken and proposed to be taken in connection with
the authorization, issuance and sale of units.

Based upon my examination and upon my knowledge of the corporate activities relating to the Account, it is my
opinion that:

(1)	The Company was organized in accordance with the laws of the State of Iowa and is a duly
	authorized stock life insurance company under the laws of Iowa and the laws of those states in
	which the Company is admitted to do business;
(2)	The Account is a validly established separate investment account of the Company;
(3)	Under Iowa law, the portion of the assets to be held in the Account equals the reserve and other
	liabilities for variable benefits under variable annuity contracts to be issued by the Account, and
	such assets are not chargeable with liabilities arising out of any other business the Company
	conducts;
(4)	The units and the variable annuity contracts will, when issued and sold in the manner described
	in the registration statement, be legal and binding obligations of the Company and will be
	legally and validly issued, fully paid, and non-assessable.

I hereby consent to the filing of this opinion as an exhibit to the registration statement.

Sincerely,

/s/ John S. Kreighbaum
John S. (Scott) Kreighbaum
Counsel
1475 Dunwoody Drive	Tel: 610-425-3404
West Chester, PA 19380-1478	Fax: 610-425-3520

EX-99.B10

Exhibit 99-B.10 - Consent of Ernst and Young LLP, Independent Registered Public
Accounting Firm

We consent to the reference to our firm under the caption “Independent Registered Public
Accounting Firm” and to the use of our report dated March 23, 2007 with respect to the
financial statements of ING USA Annuity and Life Insurance Company as of December
31, 2006 and 2005, and for each of the three years in the period ended December 31,
2006, and to the use of our report dated March 23, 2007, with respect to the statements of
assets and liabilities of Separate Account B of ING USA Annuity and Life Insurance
Company as of December 31, 2006, and the related statements of operations and changes
in net assets for the periods disclosed in the financial statements, incorporated by
reference in Post-Effective Amendment No. 40 to the Registration Statement (Form N-4
333-28679), and the related Prospectus and Statement of Additional Information of
Separate Account B of ING USA Annuity and Life Insurance Company.

/s/ Ernst & Young LLP

Atlanta, Georgia
July 25, 2007