As filed with the Securities and Exchange	Registration No. 333-133944
Commission on July 26, 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. 3	[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. 2 to this Registration Statement, as filed on April 18, 2007 (Accession No.
0000836687-07-000117). 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 Architect 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
	Optional Surrender Charge Schedule rider:
	Current Annual Charge	Maximum Annual Charge
	0.45% of contract value	0.90% of contract value
	Premium Credit rider2 :
	Contract with Standard Surrender Charge Schedule
	Current Annual Charge	Maximum Annual Charge
	0.55% of contract value	0.57% of contract value
	Contract with Optional Surrender Charge Schedule rider
	Current Annual Charge	Maximum Annual Charge
	0.45% of contract value	0.50% of contract value
	Minimum Guaranteed Income Benefit rider:
	As an Annual Charge	Maximum Annual Charge
	(Charge Deducted Quarterly)
	0.75% of the MGIB Charge Base3	1.50% of the MGIB Charge Base3

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ING LifePay Plus Minimum Guaranteed Withdrawal Benefit rider:

As an Annual Charge - Currently	Maximum Annual Charge if Reset
(Charge Deducted Quarterly)	Benefit Elected4
0.60% of the ING LifePay Plus Base	2.00% of the ING LifePay Plus Base

ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit rider:

As an Annual Charge – Currently	Maximum Annual Charge if Reset
(Charge Deducted Quarterly)	Benefit Elected5
0.85% of the ING Joint LifePay Plus	2.50% of the ING Joint LifePay Plus Base
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 The charge depends on the surrender charge schedule for your Contract, is a percentage of average daily 

     assets in each subaccount, and is deducted daily. With the standard surrender charge schedule, the charge 

     lasts for your first seven contact years. With the optional surrender charge schedule, the charge lasts for 

     your first four contract years. 

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

     Optional Riders – Minimum Guaranteed Income Benefit Rider.” 

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

5 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. 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
	$1,498	$2,703	$3,479	$6,914
2)	If you do not surrender your contract:
	1 year	3 years	5 years	10 years
	$698	$2,103	$3,479	$6,914

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

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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%

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.”

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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 23, 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
·	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 30, 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 I – 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.

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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.

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.

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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.

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 (excluding any credit on the premium, or premium credit, available with
	your Contract).
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 (excluding any premium credits applied
	during the preceding 36 months).

During the Growth Phase, the initial ING LifePay Plus Base is increased dollar-for-dollar by any premiums
received, excluding any credits on premiums, or premium credits, applied to your Contract during the preceding 36
months (“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 (excluding any premium credits applied during the 36 months preceding the
	calculation). 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 (excluding any premium credits applied during the 36 months preceding the
	calculation); 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.” (Any premium credits applied during the preceding 36 months
	are excluded from the eligible premiums with a 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.

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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.”
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 (excluding any premium credits applied during
the preceding 36 months), 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 premium credit
deduction, 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
premium credit deduction, surrender charges and/or Market Value Adjustment are considered to be part of the
withdrawal. See Appendix G, Illustration 1 and 2 for examples of this concept.

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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.
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 G, 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.

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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.

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 (excluding any premium credits applied during the 36
months preceding the calculation), 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.

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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.

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 H – 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 H – 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.

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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;
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.

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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;
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.”

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6.	Also under the “LIVING BENEFITS RIDERS” section beginning on page 37, 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.

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.

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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.

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.

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Architect – 144948

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.

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.

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Architect – 144948

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 (excluding any credit on the premium, or premium credit,
	available with your Contract).
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
	(excluding any premium credits applied during the preceding 36 months).

During the Growth Phase, the initial ING Joint LifePay Plus Base is increased dollar-for-dollar by any premiums
received, excluding any credits on premiums, or premium credits, applied to your Contract during the preceding 36
months (“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 (excluding any premium credits applied during the 36 months preceding the
	calculation). This is referred to as a quarterly “ratchet.”

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 (excluding any premium credits applied during the 36 months preceding the
	calculation); 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.” (Any premium credits applied during the prior 36 months are
	excluded from the eligible premiums with a 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.

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Architect – 144948

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 (excluding any premium
credits applied during the preceding 36 months), 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.

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 premium credit
deduction, Market Value Adjustment or surrender charges will not be considered. However, for purposes of
determining the Maximum Annual Withdrawal reduction after an excess withdrawal, any premium credit
deduction, 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 G, Illustration
1 and 2 for examples of this concept.

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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 G, 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 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.

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Architect – 144948

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.

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.

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Architect – 144948

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 (excluding any premium credits applied
during the 36 months preceding the calculation), 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.

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.

Page 20 of 24

Architect – 144948

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 H – 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 H – 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.

Page 21 of 24

Architect – 144948

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.”

Page 22 of 24

Architect – 144948

7. Replace “APPENDIX G” with:

APPENDIX G

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.

Page 23 of 24

Architect – 144948

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%).

Page 24 of 24

Architect – 144948

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 DSI, 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.
		9 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 11, 2007 (File
		Nos. 333-115515, 811-07935).
(4)	a.	Flexible Premium Deferred Variable Annuity Group Master Contract (IU-MA-3040), incorporated
		herein by reference to Pre-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 August 4, 2006 (File Nos. 333-133944, 811-05626).
	b.	Flexible Premium Deferred Variable Annuity Certificate (IU-CA-3040), incorporated herein by
		reference 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 May 9,
		2006 (File Nos. 333-133944, 811-05626).
	c.	Flexible Premium Deferred Variable Annuity Contract (IU-IA-3040), incorporated herein by
		reference 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 May 9,
		2006 (File Nos. 333-133944, 811-05626).
	d.	Surrender Charge Reduction Endorsement (IU-RA-3042), incorporated herein by reference 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 May 9, 2006 (File
		Nos. 333-133944, 811-05626).
	e.	Premium Credit Rider 2% (IU-RA-3043), incorporated herein by reference 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 May 9, 2006 (File Nos. 333-133944,
		811-05626).
	f.	Premium Credit Rider 4% (IU-RA-3044), incorporated herein by reference 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 May 9, 2006 (File Nos. 333-133944,
		811-05626).

g.	Minimum Guaranteed Income Benefit Rider (IU-RA-1047) (08-06), incorporated herein by
	reference 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 May 9,
	2006 (File Nos. 333-133944, 811-05626).
h.	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 February 13, 2004 (File Nos. 333-28679,
	811-05626).
i.	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).
j.	Minimum Guaranteed Withdrawal Benefit Rider with Reset Option (ING Joint LifePay) (IU-RA-
	3029), incorporated herein by reference 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 May 9, 2006 (File Nos. 333-133944, 811-05626).
k.	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).
l.	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).
m.	Guaranteed Death Benefit and Transfer Endorsement (Standard Death Benefit) (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).
n.	Guaranteed Death Benefit and Transfer Endorsement (Quarterly Ratchet Death Benefit) (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).
o.	Guaranteed Death Benefit and Transfer Endorsement (Max 7 Death Benefit) (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).
p.	TSA without Loans 403(b) Rider (GA-RA-1039), 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 16, 2003
	(File Nos. 033-59261, 811-05626).

	q.	Section 72 Rider (GA-RA-1001) (12-94), incorporated herein by reference 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 May 9, 2006 (File Nos. 333-133944,
		811-05626).
	r.	Section 72 Rider (GA-RA-1002) (12-94), incorporated herein by reference 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 May 9, 2006 (File Nos. 333-133944,
		811-05626).
	s.	Nursing Home Waiver for Group Certificates (GA-RA-1003) (12-94), incorporated herein by
		reference 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 May 9,
		2006 (File Nos. 333-133944, 811-05626).
	t.	Nursing Home Waiver for Individual Certificates (GA-RA-1004) (12-94), incorporated herein
		by reference 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 May 9,
		2006 (File Nos. 333-133944, 811-05626).
	u.	Minimum Guaranteed Withdrawal Benefit Rider with Automatic Reset (ING LifePay Plus)(IU-
RA-3061), incorporated herein by reference to Post-Effective Amendment No. 40 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 July 25, 2007 (File
		Nos. 333-28679, 811-05626).
	v.	Minimum Guaranteed Withdrawal Benefit Rider with Automatic Reset (ING Joint LifePay Plus)
		(IU-RA-3062), incorporated herein by reference to Post-Effective Amendment No. 40 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 July 25, 2007 (File
		Nos. 333-28679, 811-05626).
(5)		Application (138187) (08/07/06), incorporated herein by reference to Pre-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 August 4, 2006 (File
		Nos. 333-133944, 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 Powers of Attorney, dated (04/23/99), 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.	Articles of Merger and Agreement and Plan of Merger of USGALC, ULAIC, ELICI into
		GALIC and renamed ING USA Annuity and Life Insurance Company, effective date (01/01/04),
		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 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 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).
	d.	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).
	e.	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).
	f.	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).

g.	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).
h.	Participation Agreement by and between ING 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).
i.	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).
j.	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).
k.	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).
l.	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).
m.	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).
n.	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).

	o.	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).
	p.	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)		Power of Attorney, Incorporated herein by reference to Post-Effective Amendment No. 2 to a
		Registration Statement on Form N-4 for ING USA Annuity and Life Insurance Company
		Separate Account B filed with the Securities and Exchange Commission on April 18, 2007 (File
		Nos. 333-133944, 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 Power of Attorney.

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

Incorporated herein by reference to Item 26 in Post Effective Amendment No. 40 to Registration Statement on
Form N-4 for ING USA Annuity and Life Insurance Company Separate Account B as filed with the Securities and
Exchange Commission on July 25, 2007 (File Nos. 333-28679, 811-05626).

ITEM 27: NUMBER OF CONTRACT OWNERS

As of June 29, 2007, there are 392 qualified contract owners and 509 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 Secretary
7337 E Doubletree Ranch Road, Scottsdale, AZ 85258
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 certifies that
it meets the requirement of Securities Act Rule 485(b) for effectiveness of this Post-Effective Amendment to its
Registration Statement on Form N-4 and has caused this Post-Effect Amendment to be signed on its behalf in
the City of West Chester and Commonwealth of Pennsylvania, on the 26^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 26, 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 Power of Attorney.

	EXHIBIT INDEX
ITEM	EXHIBIT	PAGE #
(9)	Opinion and Consent of Counsel	EX-99.B9
(10)	Consent of Independent Registered Public Accounting Firm	EX-99.B10