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

                               ING Rollover Choice^SM Variable Annuity

Supplement dated September 21, 2007 to the Contract Prospectus dated April 30, 2007, as amended

The information in this Supplement updates and amends certain information contained in your variable annuity
Contract Prospectus. Please read it carefully and keep it with your current variable annuity Contract Prospectus for
future reference.

1.  On July 12, 2007, the Board of Directors of ING Partners, Inc. approved a proposal to reorganize the ING
     Fundamental Research Portfolio into the ING VP Growth and Income Portfolio. In addition, on July 24, 2007, 
the Board of Directors of ING Variable Portfolios, Inc. approved a proposal to reorganize the ING VP 
International Equity Portfolio into the ING VP Index Plus International Equity Portfolio. Subject to approval 
by each Portfolio’s shareholders, after the close of business on November 9, 2007 the following Disappearing 
Portfolios will reorganize into and become part of the following Surviving Portfolios:

Disappearing Portfolio	Surviving Portfolio
ING Fundamental Research Portfolio (S Class)	ING VP Growth and Income Portfolio (Class S)
ING VP International Equity Portfolio (Class S)	ING VP Index Plus International Equity Portfolio (Class S)

Accordingly, effective after the close of business on November 9, 2007, investments in the Disappearing 
Portfolios will automatically become investments in the Surviving Portfolios. As a result, effective November 
12, 2007 all references to the Disappearing Portfolios in the Contract Prospectus are hereby deleted.

Unless you provide us with alternative allocation instructions, all future allocations directed to the Disappearing 
Portfolios after the date of the reorganizations will be automatically allocated to the Surviving Portfolios. You 
     may give us alternative allocation instructions at any time by contacting our service center at:

Customer Service Center
P.O. Box 9271
Des Moines, Iowa 50306-9271
1-800-366-0066

See also the Transfers Among Your Investments section of your Contract Prospectus for further
information about making fund allocation changes.

X.70600-07D 1 of 4 September 2007

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                       IMPORTANT INFORMATION REGARDING AN UPCOMING
                               CHANGE TO OUR EXCESSIVE TRADING POLICY

Effective October 16, 2007, our Excessive Trading Policy will change. Accordingly, the “Limits Imposed by
Underlying Funds,” the “Limits on Frequent or Disruptive Transfers,” the “The Company Intends to
Modify its Excessive Trading Policy in October 2007,” and the “Agreements to Share Information with
Funds,” subsections of the “Transfers Among Your Investments,” section of your Contract Prospectus will
be deleted in its entirety and replaced with the following:

Limits on Frequent or Disruptive Transfers

The contract is not designed to serve as a vehicle for frequent transfers. Frequent transfer activity can disrupt
management of a fund and raise its expenses through:
•  Increased trading and transaction costs;
•  Forced and unplanned portfolio turnover;
•  Lost opportunity costs; and
•  Large asset swings that decrease the fund’s ability to provide maximum investment return to all contract
     owners.

This in turn can have an adverse effect on fund performance. Accordingly, individuals or organizations that use
market-timing investment strategies or make frequent transfers should not purchase the contract.

Excessive Trading Policy. We and the other members of the ING family of companies that provide multi-fund
variable insurance and retirement products have adopted a common Excessive Trading Policy to respond to the
demands of the various fund families that make their funds available through our products to restrict excessive fund
trading activity and to ensure compliance with Rule 22c-2 of the 1940 Act.

We actively monitor fund transfer and reallocation activity within our variable insurance products to identify
violations of our Excessive Trading Policy. Our Excessive Trading Policy is violated if fund transfer and
reallocation activity:
•  Meets or exceeds our current definition of Excessive Trading, as defined below; or
•  Is determined, in our sole discretion, to be disruptive or not in the best interests of other owners of our variable
    insurance and retirement products.

We currently define “Excessive Trading” as:
•  More than one purchase and sale of the same fund (including money market funds) within a 60 calendar day
    period (hereinafter, a purchase and sale of the same fund is referred to as a “round-trip”). This means two or
    more round-trips involving the same fund within a 60 calendar day period would meet our definition of
    Excessive Trading; or
•  Six round-trips involving the same fund within a rolling twelve month period.

The following transactions are excluded when determining whether trading activity is excessive:
•  Purchases or sales of shares related to non-fund transfers (for example, new purchase payments, withdrawals
    and loans);
•  Transfers associated with scheduled dollar cost averaging, scheduled rebalancing, or scheduled asset allocation
    programs;
•  Purchases and sales of fund shares in the amount of $5,000 or less;
•  Purchases and sales of funds that affirmatively permit short-term trading in their fund shares, and movement
    between such funds and a money market fund; and
•  Transactions initiated by us, another member of the ING family of companies, or a fund.

X.70600-07D 2 of 4 September 2007

If we determine that an individual or entity has made a purchase of a fund within 60 days of a prior round-trip
involving the same fund, we will send them a letter (once per year) warning that another sale of that same fund
within 60 days of the beginning of the prior round-trip will be deemed to be Excessive Trading and result in a six
month suspension of their ability to initiate fund transfers or reallocations through the Internet, facsimile, Voice
Response Unit (VRU), telephone calls to the ING Customer Service Center, or other electronic trading medium
that we may make available from time to time (“Electronic Trading Privileges”). Likewise, if we determine that an
individual or entity has made five round-trips involving the same fund within a rolling twelve month period, we
will send them a letter warning that another purchase and sale of that same fund within twelve months of the initial
purchase in the first round-trip will be deemed to be Excessive Trading and result in a suspension of their
Electronic Trading Privileges. According to the needs of the various business units, a copy of any warning letters
may also be sent, as applicable, to the person(s) or entity authorized to initiate fund transfers or reallocations, the
agent/registered representative, or the investment adviser for that individual or entity. A copy of the warning letters
and details of the individual’s or entity’s trading activity may also be sent to the fund whose shares were involved
in the trading activity.

If we determine that an individual or entity has violated our Excessive Trading Policy, we will send them a letter
stating that their Electronic Trading Privileges have been suspended for a period of six months. Consequently, all
fund transfers or reallocations, not just those that involve the fund whose shares were involved in the activity that
violated our Excessive Trading Policy, will then have to be initiated by providing written instructions to us via
regular U.S. mail. Suspension of Electronic Trading Privileges may also extend to products other than the product
through which the Excessive Trading activity occurred. During the six month suspension period, electronic
“inquiry only” privileges will be permitted where and when possible. A copy of the letter restricting future transfer
and reallocation activity to regular U.S. mail and details of the individual’s or entity’s trading activity may also be
sent, as applicable, to the person(s) or entity authorized to initiate fund transfers or reallocations, the
agent/registered representative or investment adviser for that individual or entity, and the fund whose shares were
involved in the activity that violated our Excessive Trading Policy.

Following the six month suspension period during which no additional violations of our Excessive Trading Policy
are identified, Electronic Trading Privileges may again be restored. We will continue to monitor the fund transfer
and reallocation activity, and any future violations of our Excessive Trading Policy will result in an indefinite
suspension of Electronic Trading Privileges. A violation of our Excessive Trading Policy during the six month
suspension period will also result in an indefinite suspension of Electronic Trading Privileges.

We reserve the right to suspend Electronic Trading Privileges with respect to any individual or entity, with or
without prior notice, if we determine, in our sole discretion, that the individual’s or entity’s trading activity is
disruptive or not in the best interests of other owners of our variable insurance and retirement products, regardless
of whether the individual’s or entity’s trading activity falls within the definition of Excessive Trading set forth
above.

Our failure to send or an individual’s or entity’s failure to receive any warning letter or other notice contemplated
under our Excessive Trading Policy will not prevent us from suspending that individual’s or entity’s Electronic
Trading Privileges or taking any other action provided for in our Excessive Trading Policy.

The Company does not allow exceptions to our Excessive Trading Policy. We reserve the right to modify our
Excessive Trading Policy, or the policy as it relates to a particular fund, at any time without prior notice, depending
on, among other factors, the needs of the underlying fund(s), the best interests of contract owners and fund
investors, and/or state or federal regulatory requirements. If we modify our policy, it will be applied uniformly to
all contract owners or, as applicable, to all contract owners investing in the underlying fund.

X.70600-07D 3 of 4 September 2007

Our Excessive Trading Policy may not be completely successful in preventing market-timing or excessive trading
activity. If it is not completely successful, fund performance and management may be adversely affected, as noted
above.

Limits Imposed by the Funds. Each underlying fund available through the variable insurance and retirement
products offered by us and/or the other members of the ING family of companies, either by prospectus or stated
policy, has adopted or may adopt its own excessive/frequent trading policy, and orders for the purchase of fund
shares are subject to acceptance or rejection by the underlying fund. We reserve the right, without prior notice, to
implement fund purchase restrictions and/or limitations on an individual or entity that the fund has identified as
violating its excessive/frequent trading policy and to reject any allocation or transfer request to a subaccount if the
corresponding fund will not accept the allocation or transfer for any reason. All such restrictions and/or limitations
(which may include, but are not limited to, suspension of Electronic Trading Privileges and/or blocking of future
purchases of a fund or all funds within a fund family) will be done in accordance with the directions we receive
from the fund.

Agreements to Share Information with Fund Companies. As required by Rule 22c-2 under the 1940 Act, we
have entered into information sharing agreements with each of the fund companies whose funds are offered through
the contract. Contract owner trading information is shared under these agreements as necessary for the fund
companies to monitor fund trading and our implementation of our Excessive Trading Policy. Under these
agreements, the Company is required to share information regarding contract owner transactions, including but not
limited to information regarding fund transfers initiated by you. In addition to information about contract owner
transactions, this information may include personal contract owner information, including names and social security
numbers or other tax identification numbers.

As a result of this information sharing, a fund company may direct us to restrict a contract owner’s transactions if
the fund determines that the contract owner has violated the fund’s excessive/frequent trading policy. This could
include the fund directing us to reject any allocations of purchase payments or contract value to the fund or all
funds within the fund family.

X.70600-07D 4 of 4 September 2007