c497rc70600pea22refile.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

497 1 c497rc70600pea22refile.htm 497C FINAL DEFINITIVE FOR PEA 22 RC 333-70600 c497rc70600pea22refile.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

ING USA Annuity and Life Insurance Company

and its Separate Account B

ING Rollover Choice^SM Variable Annuity Contracts

Supplement dated April 28, 2008 to the Contract Prospectus dated April 28, 2008

The following information updates and amends certain information contained in your variable annuity Contract

Prospectus. Please read it carefully and keep it with your current Contract Prospectus for future reference.

IMPORTANT INFORMATION REGARDING UPCOMING FUND LIQUIDATION

On January 31, 2008, the Board of Trustees of ING Variable Products Trust approved a proposal to liquidate the ING
VP Financial Services Portfolio.

The proposed liquidation is subject to shareholder approval. If shareholder approval is obtained, it is expected that the
liquidation will take place on or about September 5, 2008 (the “Closing Date”).

Voluntary Transfers Before the Effective Date of the Liquidation. Anytime prior to the Closing Date you may
transfer amounts that you have allocated to the subaccount that invests in the ING VP Financial Services Portfolio to
any of the other available investment options. There will be no charge for any such transfer, and any such transfer will
not count as a transfer when imposing any applicable restriction or limit on transfers.

You may give us alternative allocation instructions at any time by contacting our Customer Service Center at:

P.O. Box 9271
Des Moines, Iowa 50306-9271

1-800-366-0066

See also the Transfers Among Your Investments section on page 44 of your Contract Prospectus for further
information about making allocation changes. More information about the funds available through your contract,
including information about the risks associated with investing in these funds, can be found in the current prospectus
for that fund. You may obtain these documents by contacting us at our Customer Service Center noted above.

Automatic Reallocation Upon Liquidation. After the Closing Date and our receipt of the proceeds from the
liquidation of the ING VP Financial Services Portfolio, amounts that were allocated to the subaccount that invested in
this portfolio will be automatically reallocated to the subaccount that invests in the ING Liquid Assets Portfolio. There
will be no charge for this automatic reallocation, and this automatic reallocation will not count as a transfer when
imposing any applicable restriction or limit on transfers. Furthermore, you will not incur any tax liability because of
this automatic reallocation, and your contract value immediately before the reallocation will equal your
contract value immediately after the reallocation.

Future Allocations. After the Closing Date, the subaccount that invested in the ING VP Financial Services Portfolio
will no longer be available through your Contract Prospectus. Any future allocations directed to a subaccount that
invested in this portfolio will be automatically allocated to the subaccount that invests in the ING Liquid Assets
Portfolio.

Information about the ING Liquid Assets Portfolio. Summary information about the ING Liquid Assets Portfolio
can be found in Appendix B–The Funds in your Contract Prospectus, and in the fund fact sheet for that fund. More
detailed information can be found in the current prospectus for that fund. You may obtain these documents by
contacting our Customer Service Center as noted above.

There will be no further disclosure regarding the ING VP Financial Services Portfolio in future Contract Prospectuses.

X.70600-08

April 2008

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

   Deferred Combination Variable and Fixed Annuity Prospectus

               RETIREMENT SOLUTIONS - ING ROLLOVER CHOICE^SM                                                                  VARIABLE ANNUITY

April 28, 2008

The Contract. The contract described in this prospectus is a group and individual deferred variable annuity contract
(the “contract”) offered by ING USA Annuity and Life Insurance Company (the “Company,” “we” or “our”) through
our Separate Account B (the “separate account”). The contract is currently available in connection with certain
retirement plans that qualify for special federal income tax treatment (“qualified contracts”) as well as those that do
not qualify for such treatment (“nonqualified contracts”). The contract may be purchased with funds from external
sources or by a transfer or rollover from an existing contract (the “prior contract”) issued by us or one of our affiliates
(“internal transfer”). A qualified contract may be issued as a traditional Individual Retirement Annuity (“IRA”) under
section 408(b) of the Internal Revenue Code of 1986 as amended (the “Tax Code”) or a Roth IRA under section 408A
of the Tax Code. The contract is not currently available as a Simplified Employer Pension (SEP) plan under Tax
Code section 408(k) or as a Simple IRA under Tax Code section 408(p). Prior to April 29, 2005, the contract was not
available as a nonqualified contract and could not be purchased with funds from external sources. Prior to September
17, 2007, the contract was available as a tax deferred annuity under Tax Code section 403(b).

The contract provides a means for you to allocate your premium payments in one or more subaccounts, each of which
invests in one of the mutual funds (“funds”) listed on the next page. You may also allocate premium payments to our
Fixed Account with guaranteed interest periods. Your contract value will vary daily to reflect the investment
performance of the subaccount(s) you select and any interest credited to your allocations in the Fixed Account. Some
guaranteed interest periods or subaccounts may not be available in all states. The funds available under the contract
are listed on the back of this cover.

You have a right to return a contract within 10 days after you receive it for a refund of the adjusted contract value
(which may be more or less than the premium payments you paid). For IRAs, or if otherwise required by your state,
we will refund the original amount of your premium payment. Longer free look periods apply in some states and in
certain situations.

Replacing an existing annuity with the contract may not be beneficial to you. Your existing annuity may be
subject to fees or penalties on surrender, and the contract may have new charges.

Compensation. We pay compensation to broker-dealers whose registered representatives sell the contracts. See
“Contract Distribution” for further information about the amount of compensation we pay.

This prospectus provides information that you should know before investing and should be kept for future reference.
A Statement of Additional Information (“SAI”) dated April 28, 2008 has been filed with the Securities and Exchange
Commission (“SEC”), as well as a registration statement for the Fixed Account II, also dated April 28, 2008. They
are available without charge upon request. To obtain a copy of these documents, write to our Customer Service
Center at P.O. Box 9271, Des Moines, Iowa 50306-9271 or call 1-800-366-0066, or access the SEC’s website
(http://www.sec.gov). When looking for information regarding the contracts offered through this prospectus, you may
find it useful to use the number assigned to the registration statement under the Securities Act of 1933. This number
is 333-70600. The number assigned to the registration statement for the Fixed Account II is 333-133156. The table
of contents of the SAI is on the last page of this prospectus and the SAI is made part of this prospectus by reference.

Additional Disclosure Information. Neither the SEC, nor any state securities commission, has approved or
disapproved the securities offered through this prospectus or passed on the accuracy or adequacy of this prospectus.
Any representation to the contrary is a criminal offense. We do not intend for this prospectus to be an offer to sell or a
solicitation of an offer to buy these securities in any state that does not permit their sale. We have not authorized
anyone to provide you with information that is different than that contained in this prospectus.

Allocations to a subaccount investing in a fund are not bank deposits and are not insured or guaranteed by
any bank or by the Federal Deposit Insurance Corporation or any other government agency.

PRO.70600-08

The funds available under your contract are^*:

   Fidelity^® VIP Contrafund^® Portfolio (Service Class 2)
   Fidelity^® VIP Equity-Income Portfolio (Service Class 2)
   Franklin Small Cap Value Securities Fund (Class 2)
   ING American Century Large Company Value Portfolio
         (S Class)
   ING American Century Small-Mid Cap Value Portfolio
         (S Class)
   ING American Funds Bond Portfolio⁽¹⁾
   ING American Funds Growth Portfolio⁽¹⁾
   ING American Funds Growth-Income Portfolio⁽¹⁾
   ING American Funds International Portfolio⁽¹⁾
   ING Baron Small Cap Growth Portfolio (S Class)
   ING BlackRock Global Science and Technology Portfolio
         (Class I)⁽²⁾
   ING BlackRock Large Cap Growth Portfolio (Class S)⁽³⁾
   ING Davis New York Venture Portfolio (S Class)⁽²⁾
   ING Evergreen Omega Portfolio (Class S)
   ING Franklin Templeton Founding Strategy Portfolio (Class S)
   ING GET U.S. Core Portfolio⁽⁴⁾
   ING Global Real Estate Portfolio (Class S)
   ING JPMorgan Emerging Markets Equity Portfolio (Class S)
   ING JPMorgan Mid Cap Value Portfolio (S Class)
   ING Legg Mason Partners Aggressive Growth Portfolio
         (S Class)
   ING Legg Mason Value Portfolio (Class S)
   ING Lehman Brothers U.S. Aggregate Bond Index^® Portfolio
         (Class S)
   ING Liquid Assets Portfolio (Class S)
   ING Marsico International Opportunities Portfolio (Class S)
   ING MFS Total Return Portfolio (Class S)
   ING MFS Utilities Portfolio (Class S)
   ING OpCap Balanced Value Portfolio (S Class)
   ING Oppenheimer Global Portfolio (S Class)⁽⁵⁾
   ING Oppenheimer Strategic Income Portfolio (S Class)
   ING Opportunistic Large Cap Growth Portfolio (Class S)⁽²⁾
   ING Opportunistic Large Cap Value Portfolio (Class S)⁽²⁾
   ING PIMCO Core Bond Portfolio (Class S)
   ING PIMCO High Yield Portfolio (Class S)
   ING PIMCO Total Return Portfolio (S Class)    ING Pioneer Fund Portfolio (Class S)
   ING Pioneer Mid Cap Value Portfolio (Class S)
   ING Solution Income Portfolio (S Class)⁽⁶⁾
   ING Solution 2015 Portfolio (S Class)⁽⁶⁾
   ING Solution 2025 Portfolio (S Class)⁽⁶⁾
   ING Solution 2035 Portfolio (S Class)⁽⁶⁾
   ING Solution 2045 Portfolio (S Class)⁽⁶⁾
   ING T. Rowe Price Capital Appreciation Portfolio (Class S)
   ING T. Rowe Price Diversified Mid Cap Growth Portfolio
         (S Class)
   ING T. Rowe Price Equity Income Portfolio (Class S)
   ING T. Rowe Price Growth Equity Portfolio (S Class)
   ING Templeton Foreign Equity Portfolio (S Class)
   ING Thornburg Value Portfolio (S Class)
   ING UBS U.S. Large Cap Equity Portfolio (S Class)
   ING Van Kampen Capital Growth Portfolio (Class S)
   ING Van Kampen Comstock Portfolio (S Class)
   ING Van Kampen Equity and Income Portfolio (S Class)⁽⁵⁾
   ING VP Balanced Portfolio, Inc. (Class S)
   ING VP Financial Services Portfolio (Class S)⁽⁷⁾
   ING VP Growth and Income Portfolio (Class S)
   ING VP Index Plus International Equity Portfolio (Class S)
   ING VP Index Plus LargeCap Portfolio (Class S)
   ING VP Index Plus MidCap Portfolio (Class S)
   ING VP Index Plus SmallCap Portfolio (Class S)
   ING VP Intermediate Bond Portfolio (Class S)
   ING VP International Value Portfolio (Class S)
   ING VP MidCap Opportunities Portfolio (Class S)
   ING VP Real Estate Portfolio (Class S)
   ING VP Small Company Portfolio (Class S)
   ING VP SmallCap Opportunities Portfolio (Class S)
   ING VP Strategic Allocation Conservative Portfolio (Class S)⁽⁶⁾
   ING VP Strategic Allocation Growth Portfolio (Class S)⁽⁶⁾
   ING VP Strategic Allocation Moderate Portfolio (Class S)⁽⁶⁾
   ING WisdomTree^SM Global High-Yielding Equity Index
         Portfolio (Class S)⁽⁸⁾ Oppenheimer Main Street Small Cap Fund^®/VA
         (Service Shares)
   PIMCO VIT Real Return Portfolio (Administrative Class)
   Pioneer Equity Income VCT Portfolio (Class II)

		*	The ING Diversified International Fund (Class R) was closed to new investments on April 26, 2007. There is no further information about this fund in this prospectus.
		(1)	These portfolios are “Master-Feeder” funds. See “The Funds” for additional information.
		(2)	This fund has changed its name to the name listed above. See Appendix B–The Funds for a complete list of former and current fund names.
		(3)	Class I shares of this fund are available only to those investors who were invested in the Initial Class shares of the ING American Century Select Portfolio as of April 29, 2005. On April 27, 2007, the ING American Century Select Portfolio merged into the ING BlackRock Large Cap Growth Portfolio.
		(4)	The ING GET U.S. Core Portfolio is not currently available for investment.
		(5)	As of April 29, 2005, Initial Class shares of this fund were closed for further investment.
		(6)	These portfolios are structured as fund of funds that invest directly in shares of underlying funds. See “The Funds” for additional information.
		(7)	As of April 28, 2008, this fund was closed to new investments. This fund is scheduled to be liquidated into the ING Liquid Assets Portfolio (Class S) on or about September 5, 2008.
		(8)	WisdomTree^SM is a service mark of WisdomTree Investments.

The above funds are purchased and held by corresponding divisions of our Separate Account B. We refer to the
divisions as “subaccounts” and the money you place in the Fixed Account’s guaranteed interest periods as “Fixed
Interest Allocations” in this prospectus.

PRO.70600-08

TABLE OF CONTENTS


	Page		Page
		Statement of Additional Information
Index of Special Terms.......................................................	ii	Table of Contents.......................................................	72

Fees and Expenses.............................................................	1	Appendix A
		Condensed Financial Information...........................	CFI 1
Condensed Financial Information..................................	5
		Appendix B
ING USA Annuity and Life Insurance Company.........	6	The Funds.......................................................	B1

ING USA Separate Account B.......................................	7	Appendix C
		Fixed Account II.......................................................	C1
The Funds.......................................................	8
		Appendix D
Covered Funds, Special Funds and Excluded Funds.....	9	Fixed Interest Division...........................................	D1

Charges and Fees................................................................	10	Appendix E
		Surrender Charge for Excess Withdrawals
The Annuity Contract...........................................................	16	Example.......................................................	E1

Optional Riders.................................................................	22	Appendix F
		Pro-Rata Withdrawal Adjustment for 5% Roll-up Death
Withdrawals......................................................................	41	Benefit Examples......................................................	F1

Transfers Among Your Investments...............................	44	Appendix G
		Special Funds 5% Roll-up Death Benefit Examples.........	G1
Death Benefit Choices.....................................................	49
		Appendix H
The Income Phase.......................................................	54	Examples of Minimum Guaranteed Income Benefit
		Calculation.......................................................	H1
Other Contract Provisions.............................................	58
		Appendix I
Contract Distribution....................................................	59	ING LifePay Plus and ING Joint LifePay Plus Partial
		Withdrawal Amount Examples...........................................	I1
Other Information.......................................................	61
		Appendix J
Federal Tax Considerations.......................................	62	Examples of Fixed Allocation Funds Automatic
		Rebalancing.......................................................	JI

		Appendix K
		ING LifePay Plus and ING Joint LifePay Plus
		Riders.......................................................	KI

		Appendix L
		ING LifePay and ING Joint LifePay Riders......................	L1


PRO.70600-08				i

INDEX OF SPECIAL TERMS

The following special terms are used throughout this prospectus. Refer to the page(s) listed for an explanation of
each term:

		Special Term Page
		Accumulation Unit		5
		Annual Ratchet 52
		Annuitant		16
		Income Phase Start Date 16
		Cash Surrender Value		20
		Contract Date 16
		Contract Owner		16
		Contract Value 20
		Contract Year		16
		Covered Fund 9
		Excluded Fund		9
		Free Withdrawal Amount 11
		ING LifePay Plus Base		27
		Net Investment Factor 5
		Net Rate of Return		5
		Quarterly Ratchet 28
		Restricted Funds		9
		5% Roll-up 51
		Special Funds		9
		Standard Death Benefit 50

The following terms as used in this prospectus have the same or substituted meanings as the corresponding terms
currently used in the contract:

		Term Used in This Prospectus Corresponding Term Used in the Contract
		Accumulation Unit Value		Index of Investment Experience
		Income Phase Start Date Annuity Commencement Date
		Contract Owner		Owner or Certificate Owner
		Contract Value Accumulation Value
		Transfer Charge		Excess Allocation Charge
		Fixed Interest Allocation Fixed Allocation
		Free Look Period		Right to Examine Period
		Guaranteed Interest Period Guarantee Period
		Subaccount(s)		Division(s)
		Net Investment Factor Experience Factor
		Regular Withdrawals		Conventional Partial Withdrawals
		Withdrawals Partial Withdrawals
		ING LifePay Base		MGWB Base
		MGIB Benefit Base MGIB Charge Base


PRO.70600-08				ii

FEES AND EXPENSES

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering
the contract. The first table describes the fees and expenses that you will pay at the time that you buy the
contract, surrender the contract, or transfer contract value between investment options. State premium taxes
which currently range from 0% to 4% of premium payments may also be deducted.

Contract Owner Transaction Expenses¹Surrender Charge

       Complete Years Elapsed
                     Since Premium Payment*
       Surrender Charge (as a percentage of
       premium payment withdrawn) 0

6%
1

6%
2

5%
3

4%
4

3%
5

2%
6

1%
7+

0%

           *For amounts transferred or rolled over into this contract as an internal transfer, see “Charges Deducted From
              Contract Value - Surrender Charge.”

                 Transfer Charge².................................................................................... $25
                 (per transfer, if you make more than 12 transfers in a contract year)

¹ If you are invested in a Fixed Interest Allocation, a Market Value Adjustment may apply to certain transactions.
                    This may increase or decrease your contract value and/or your transfer or surrender amount.
                 ² We currently do not impose this charge, but may do so in the future.

The next table describes the fees and expenses that you will pay periodically during the time that you own the
contract, not including fund fees and expenses.

Annual Contract Administrative Charge³

                 Administrative Charge ..................................................................................................   $30
                 (We waive this charge if the total of your premium payment is $50,000 or more or if your contract value at
                 the end of a contract year is $50,000 or more.)

³ We deduct this charge on each contract anniversary and on surrender.

Separate Account Annual Charges⁴

The following charges apply to contracts established prior to August 7, 2003, and contracts issued in Oregon:

Option
Package I Option
Package II Option
Package III

   Mortality & Expense Risk Charge
   Asset-Based Administrative Charge
Total 0.60%
0.15%
0.75% 0.80%
0.15%
0.95% 0.95%
0.15%
1.10%

   GET Fund series Guarantee Charge⁵ Total With GET Fund series Guarantee Charge     0.50%
1.25% 0.50%
1.45% 0.50%
1.60%

⁴ As a percentage of average daily assets in each subaccount. The Separate Account Annual Charges are deducted daily.

⁵ The ING GET U.S. Core Portfolio Guarantee Charge is deducted daily during the guarantee period from amounts
allocated to the ING GET U.S. Core Portfolio investment option. Please see “The Funds–ING GET U.S. Core
Portfolio” for a description of the ING GET U.S. Core Portfolio guarantee. The ING GET U.S. Core Portfolio is not
currently available for investment under the contract.

PRO.70600-08 1

The following charges apply to contracts established on or after August 7, 2003 (or upon state approval, if later):

	Option Package I	Option Package II	Option Package III

Mortality & Expense Risk Charge Asset-Based Administrative Charge Total	0.85% 0.15% 1.00%	1.05% 0.15% 1.20%	1.20% 0.15% 1.35%


GET Fund series Guarantee Charge⁶ Total With GET Fund series Guarantee Charge	0.50% 1.50%	0.50% 1.70%	0.50% 1.85%

⁶

The ING GET U.S. Core Portfolio Guarantee Charge is deducted daily during the guarantee period from amounts allocated
to the ING GET U.S. Core Portfolio investment option. Please see “The Funds–ING GET U.S. Core Portfolio” for a
description of the ING GET U.S. Core Portfolio guarantee. The ING GET U.S. Core Portfolio is not currently available for
investment under the contract.

Optional Rider Charges¹
     Minimum Guaranteed Income Benefit rider:

   As an Annual Charge
   (Charge Deducted Quarterly)

   0.60% of the MGIB Benefit Base²

ING LifePay Plus Minimum Guaranteed Withdrawal Benefit rider³:

		As an Annual Charge - Currently (Charge Deducted Quarterly)	Maximum Annual Charge

		0.55% of the ING LifePay Plus Base	1.30% of the ING LifePay Plus Base

ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit rider⁴:

		As an Annual Charge–Currently (Charge Deducted Quarterly)	Maximum Annual Charge

		0.80% of the ING Joint LifePay Plus Base	1.50% of the ING Joint LifePay Plus Base

1	Optional rider charges are expressed as a percentage, rounded to the nearest hundredth of one percent. The basis for an optional rider charge is sometimes a benefit base or contract value, as applicable. Optional rider charges are deducted from the contract value in your subaccount allocations (and/or your Fixed Interest Allocations if there is insufficient contract value in the subaccounts). These tables contain the charges for the current versions of these riders. For information about previous versions of these riders, including charges, see Appendix K and Appendix L
2	For more information about how the MGIB Benefit Base is determined, please see “Optional Riders–Minimum Guaranteed Income Benefit (MGIB) Rider–Determining the MGIB Benefit Base.”
3	The ING LifePay Plus Base is calculated based on premium if this rider is elected at contract issue. The ING LifePay Plus Base is calculated based on contract value if this rider is added after contract issue. The charge for this rider can increase upon a Quarterly Ratchet once the Lifetime Withdrawal Phase begins, subject to the maximum charge. We promise not to increase the charge for your first five rider years. For more information about the ING LifePay Plus Base and Quarterly Ratchet, please see “Charges and Fees–Optional Rider Charges–ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (ING LifePay Plus) Rider Charge” and “Optional Riders–ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING LifePay Plus”) Rider–Quarterly Ratchet.”
4	The ING LifePay Plus Base is calculated based on premium if this rider is elected at contract issue. The ING LifePay Plus Base is calculated based on contract value if this rider is added after contract issue. The charge for this rider can increase upon a Quarterly Ratchet once the Lifetime Withdrawal Phase begins, subject to the maximum charge. We promise not to increase the charge for your first five rider years. For more information about the ING LifePay Plus Base and Quarterly Ratchet, please see “Charges and Fees–Optional Rider Charges–ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (ING Joint LifePay Plus) Rider Charge” and “Optional Riders–ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING Joint LifePay Plus”) Rider– Quarterly Ratchet.”

PRO.70600-08 2

The next item shows the minimum and maximum total operating expenses charged by a fund that you may pay
periodically during the time that you own the contract. More detail concerning each fund’s fees and expenses
is contained in the prospectus for each fund.

Total Annual Fund Operating Expenses	Minimum	Maximum
(expenses that are deducted from fund assets, including management fees, distribution and/or service (12b-1) fees, and other expenses):	0.53%	1.52%

Examples:

These Examples are intended to help you compare the cost of investing in the contract with the cost of investing in
other variable annuity contracts. These costs include contract owner transaction expenses, contract fees, separate
account annual expenses, and fund fees and expenses.

Premium taxes (which currently range from 0% to 4% of premium payments) may apply, but are not reflected in the
examples below.

A. This example assumes that you invest $10,000 in the contract for the time periods indicated. The example also
assumes that your investment has a 5% return each year and assumes the maximum fees and expenses of any of the
funds. Specifically, the example assumes election of Option Package III for contracts established on or after August
7, 2003. The example reflects the deduction of a mortality and expense risk charge, an asset-based administrative
charge, and the annual contract administrative charge as an annual charge of 0.048% of assets. The example also
assumes you elected the Minimum Guaranteed Income Benefit rider with an assumed annual charge of 0.60% of the
MGIB Benefit Base, and the rider charge is assessed each quarter on a base equal to the hypothetical $10,000
premium increasing at 5% per year. If you elect different options, your expenses may be lower. If some or all of the
amounts held under the contract are transfer amounts or otherwise not subject to surrender charge, the actual
surrender charge will be lower than that represented in the example. Surrender charges may apply if you choose to
begin receiving income phase payments within the first contract year and, under certain circumstances, within the first
7 contract years.

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

1) If you surrender your contract at the end of the applicable time period:
1 year $966	3 years $1,677	5 years $2,402	10 years $4,998

2) If you annuitize at the end of the applicable time period:
1 year $966	3 years $1,677	5 years $2,402	10 years $4,998

3) If you do not surrender your contract:
1 year $366	3 years $1,177	5 years $2,102	10 years $4,998

B. This example assumes that you invest $10,000 in the contract for the time periods indicated. The example also
assumes that your investment has a 5% return each year and assumes the maximum fees and expenses of any of the
funds. Specifically, the example assumes election of Option Package III for contracts established on or after
August 7, 2003. The example reflects the deduction of a mortality and expense risk charge, an asset-based
administrative charge, and the annual contract administrative charge as an annual charge of 0.048% of assets. The
example also assumes the election of the ING LifePay Plus rider, and reflects the maximum ING LifePay Plus rider
charge of 1.30% of the ING LifePay Plus Base. If you elect different options, your expenses may be lower. If some
or all of the amounts held under the contract are transfer amounts or otherwise not subject to surrender charge, the
actual surrender charge will be lower than that represented in the example. Surrender charges may apply if you
choose to begin receiving income phase payments within the first contract year and, under certain circumstances,
within the first 7 contract years.

PRO.70600-08 3

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

1) If you surrender your contract at the end of the applicable time period:

1 year
$1,036 3 years
$1,883 5 years
$2,739 10 years
$5,630

2) If you annuitize at the end of the applicable time period:

1 year
$1,036 3 years
$1,883 5 years
$2,739 10 years
$5,630

3) If you do not surrender your contract:

1 year
$436 3 years
$1,383 5 years
$2,439 10 years
$5,630

C. This example assumes that you invest $10,000 in the contract for the time periods indicated. The example also
assumes that your investment has a 5% return each year and assumes the maximum fees and expenses of any of the
funds. Specifically, the example assumes election of Option Package III for contracts established on or after
August 7, 2003. The example reflects the deduction of a mortality and expense risk charge, an asset-based
administrative charge, and the annual contract administrative charge as an annual charge of 0.048% of assets. The
example also assumes the election of the ING Joint LifePay Plus rider, and reflects the maximum ING Joint LifePay
Plus rider charge of 1.50% of the ING Joint LifePay Plus Base. If you elect different options, your expenses may be
lower. If some or all of the amounts held under the contract are transfer amounts or otherwise not subject to surrender
charge, the actual surrender charge will be lower than that represented in the example. Surrender charges may apply
if you choose to begin receiving income phase payments within the first contract year and, under certain
circumstances, within the first 7 contract years.

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

1) If you surrender your contract at the end of the applicable time period:

1 year
$1,052 3 years
$1,931 5 years
$2,819 10 years
$5,795

2) If you annuitize at the end of the applicable time period:

1 year
$1,052 3 years
$1,931 5 years
$2,819 10 years
$5,795

3) If you do not surrender your contract:

1 year
$452 3 years
$1,431 5 years
$2,519 10 years
$5,795

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

Fees Deducted by the Funds

Using This Information. The fund prospectuses show the investment advisory fees, 12b-1 fees and other expenses
including service fees (if applicable) charged annually by each fund. See the “Charges and Fees” section of this
prospectus, and the fund prospectuses, for further information. Fund fees are one factor that impacts the value of a
fund share. To learn about additional factors, refer to the fund prospectuses.

The Company may receive compensation from each of the funds or the funds’ affiliates based on an annual
percentage of the average net assets held in that fund by the Company. The percentage paid may vary from one fund
company to another. For certain funds, some of this compensation may be paid out of 12b-1 fees or service fees that
are deducted from fund assets. Any such fees deducted from fund assets are disclosed in the fund prospectuses. The
Company may also receive additional compensation from certain funds for administrative, recordkeeping or other
services provided by the Company to the funds or the funds’ affiliates. These additional payments may also be used
by the Company to finance distribution. These additional payments are made by the funds or the funds’ affiliates to
the Company and do not increase, directly or indirectly, the fund fees and expenses. See “Charges and Fees–Fund
Expenses” for additional information.

PRO.70600-08 4

In the case of fund companies affiliated with the Company, where an affiliated investment adviser employs
subadvisers to manage the funds, no direct payments are made to the Company or the affiliated investment adviser by
the subadvisers. Subadvisers may provide reimbursement for employees of the Company or its affiliates to attend
business meetings or training conferences. Investment management fees are apportioned between the affiliated
investment adviser and subadviser. This apportionment varies by subadviser, resulting in varying amounts of revenue
retained by the affiliated investment adviser. This apportionment of the investment advisory fee does not increase,
directly or indirectly, fund fees and expenses. See “Charges and Fees–Fund Expenses” for additional information.

How Fees are Deducted. Fees are deducted from the value of the fund shares on a daily basis, which in turn affects
the value of each subaccount that purchases fund shares.

CONDENSED FINANCIAL INFORMATION

Understanding Condensed Financial Information. In Appendix A, we provide condensed financial information
about Separate Account B subaccounts available under the contracts. The tables show the value of the subaccounts
over the past 10 years. For subaccounts that were not available 10 years ago, we give a history from the date of first
availability or the date purchase payments were first received in the subaccount under the contract.

Financial Statements. The statements of assets and liabilities, the statements of operations, the statements of changes
in net assets and the related notes to financial statements for Separate Account B and the financial statements and the
related notes to financial statements for ING USA Annuity and Life Insurance Company are included in the
Statement of Additional Information.

Accumulation Unit
We use accumulation units to calculate the value of a contract. Each subaccount of Separate Account B has its own
accumulation unit value. The accumulation units are valued each business day that the New York Stock Exchange is
open for trading. Their values may increase or decrease from day to day according to a Net Investment Factor, which
is primarily based on the investment performance of the applicable fund. Shares in the funds are valued at their net
asset value.

The Net Investment Factor
The Net Investment Factor is an index number which reflects certain charges under the contract and the investment
performance of the subaccount. The Net Investment Factor is calculated for each subaccount as follows:

1)	We take the net asset value of the subaccount at the end of each business day.
2)	We add to 1) the amount of any dividend or capital gains distribution declared for the subaccount and reinvested in such subaccount. We subtract from that amount a charge for our taxes, if any.
3)	We divide 2) by the net asset value of the subaccount at the end of the preceding business day.
4)	We then subtract the applicable daily mortality and expense risk charge, the daily asset-based administrative charge, and any optional rider charges that may be deducted daily from the subaccount and, for the GET Fund subaccount only, the daily GET Fund guarantee charge.

Calculations for the subaccounts are made on a per share basis.

The Net Rate of Return equals the Net Investment Factor minus one.

Performance Information
From time to time, we may advertise or include in reports to contract owners performance information for the
subaccounts of Separate Account B, including the average annual total return performance, yields and other
nonstandard measures of performance. Such performance data will be computed, or accompanied by performance
data computed, in accordance with standards defined by the SEC.

PRO.70600-08 5

Standard total average annual return performance will include average annual rates of total return for 1, 5 and 10 year
periods, or lesser periods depending on how long Separate Account B has been investing in the fund. We may show
other total returns for periods of less than one year. Total return figures will be based on the actual historic
performance of the subaccounts of Separate Account B, assuming an investment at the beginning of the period when
the separate account first invested in the fund (or when the fund was first made available through the Separate
Account) and withdrawal of the investment at the end of the period, adjusted to reflect the deduction of all applicable
fund and current contract charges. We may also show rates of total return on amounts invested at the beginning of the
period with no withdrawal at the end of the period. Total return figures which assume no withdrawals at the end of the
period will reflect all recurring charges, but will not reflect the surrender charge. In addition, we may present historic
performance data for the funds since their inception reduced by some or all of the fees and charges under the contract.
Such adjusted historic performance includes data that precedes the inception dates of the subaccounts of Separate
Account B. This data is designed to show the performance that would have resulted if the contract had been in
existence before the separate account began investing in the funds.

Performance information reflects only the performance of a hypothetical contract and should be considered in light of
other factors, including the investment objective of the fund and market conditions. Please keep in mind that past
performance is not a guarantee of future results.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

ING USA Annuity and Life Insurance Company (“the Company”) is an Iowa stock life insurance company, which
was originally incorporated in Minnesota on January 2, 1973. The Company is a wholly owned subsidiary of Lion
Connecticut Holdings Inc. (“Lion Connecticut”), which in turn is a wholly owned subsidiary of ING Groep N.V.
(“ING”), a global financial services holding company based in The Netherlands. The Company is authorized to sell
insurance and annuities in all states, except the state of New York, and the District of Columbia. The Company’s
financial statements appear in the Statement of Additional Information.

Lion Connecticut is the holding company for Directed Services LLC, the investment manager of the ING Investors
Trust and ING Partners, Inc., and the distributor of the contracts, and other interests. ING Investments, LLC and ING
Investment Management, Co., portfolio managers of the ING Investors Trust, and the investment managers of the
ING Variable Insurance Trust, ING Variable Products Trust, and ING Variable Product Portfolios, respectively, are
affiliates of the Company.

Our principal office is located at 1475 Dunwoody Drive, West Chester, Pennsylvania 19380.

Regulatory Developments - the Company and the Industry. As with many financial services companies, the
Company and its affiliates have received informal and formal requests for information from various state and federal
governmental agencies and self-regulatory organizations in connection with inquiries and investigations of the
products and practices of the financial services industry. In each case, the Company and its affiliates have been and
are providing full cooperation.

Insurance and Retirement Plan Products and Other Regulatory Matters. Federal and state regulators and self-
regulatory agencies are conducting broad inquiries and investigations involving the insurance and retirement
industries. These initiatives currently focus on, among other things, compensation, revenue sharing, and other sales
incentives; potential conflicts of interest; potential anti-competitive activity; reinsurance; sales and marketing
practices (including sales to seniors); specific product types (including group annuities and indexed annuities); and
disclosure. It is likely that the scope of these industry investigations will further broaden before they conclude. The
Company and certain of its U.S. affiliates have received formal and informal requests in connection with such
investigations, and are cooperating fully with each request for information. Some of these matters could result in
regulatory action involving the Company.

These initiatives also may result in new legislation and regulation that could significantly affect the financial services
industry, including businesses in which the Company is engaged.

In light of these and other developments, U.S. affiliates of ING, including the Company, periodically review whether
modifications to their business practices are appropriate.

PRO.70600-08 6

Investment Product Regulatory Issues. Since 2002, there has been increased governmental and regulatory activity
relating to mutual funds and variable insurance products. This activity has primarily focused on inappropriate trading
of fund shares; directed brokerage; compensation; sales practices, suitability, and supervision; arrangements with
service providers; pricing; compliance and controls; adequacy of disclosure; and document retention.

In addition to responding to governmental and regulatory requests on fund trading issues, ING management, on its
own initiative, conducted, through special counsel and a national accounting firm, an extensive internal review of
mutual fund trading in ING insurance, retirement, and mutual fund products. The goal of this review was to identify
any instances of inappropriate trading in those products by third parties or by ING investment professionals and other
ING personnel.

The internal review identified several isolated arrangements allowing third parties to engage in frequent trading of
mutual funds within the variable insurance and mutual fund products of certain affiliates of the Company, and
identified other circumstances where frequent trading occurred despite measures taken by ING intended to combat
market timing. Each of the arrangements has been terminated and disclosed to regulators, to the independent trustees
of ING Funds (U.S.) and in Company reports previously filed with the Securities and Exchange Commission (“SEC”)
pursuant to the Securities Exchange Act of 1934, as amended.

Action may be taken by regulators with respect to certain ING affiliates before investigations relating to fund trading
are completed. The potential outcome of such action is difficult to predict but could subject certain affiliates to
adverse consequences, including, but not limited to, settlement payments, penalties, and other financial liability. It is
not currently anticipated, however, that the actual outcome of any such action will have a material adverse effect on
ING or ING’s U.S. based operations, including the Company.

ING has agreed to indemnify and hold harmless the ING Funds from all damages resulting from wrongful conduct by
ING or its employees or from ING’s internal investigation, any investigations conducted by any governmental or self-
regulatory agencies, litigation or other formal proceedings, including any proceedings by the SEC. Management
reported to the ING Funds Board that ING management believes that the total amount of any indemnification
obligations will not be material to ING or ING’s U.S. based operations, including the Company.

Product Regulation. Our products are subject to a complex and extensive array of state and federal tax, securities
and insurance laws, and regulations, which are administered and enforced by a number of governmental and self-
regulatory authorities. Specifically, U.S. federal income tax law imposes requirements relating to nonqualified
annuity product design, administration, and investments that are conditions for beneficial tax treatment of such
products under the Tax Code. (See “Federal Tax Considerations” for further discussion of some of these
requirements.) Failure to administer certain nonqualified contract features (for example, contractual income phase
dates in nonqualified annuities) could affect such beneficial tax treatment. In addition, state and federal securities
and insurance laws impose requirements relating to insurance and annuity product design, offering and distribution,
and administration. Failure to meet any of these complex tax, securities, or insurance requirements could subject the
Company to administrative penalties, unanticipated remediation, or other claims and costs.

ING USA SEPARATE ACCOUNT B

ING USA Separate Account B (“Separate Account B”) was established as a separate account of the Company on July
14, 1988. It is registered with the SEC as a unit investment trust under the Investment Company Act of 1940 as
amended (the “1940 Act”). Separate Account B is a separate investment account used for our variable annuity
contracts. We own all the assets in Separate Account B but such assets are kept separate from our other accounts.

Separate Account B is divided into subaccounts. Each subaccount invests exclusively in shares of one fund of a fund.
Each fund has its own distinct investment objectives and policies. Income, gains and losses, realized or unrealized, of
a portfolio are credited to or charged against the corresponding subaccount of Separate Account B without regard to
any other income, gains or losses of the Company. Assets equal to the reserves and other contract liabilities with
respect to each are not chargeable with liabilities arising out of any other business of the Company. They may,
however, be subject to liabilities arising from subaccounts whose assets we attribute to other variable annuity
contracts supported by Separate Account B. If the assets in Separate Account B exceed the required reserves and
other liabilities, we may transfer the excess to our general account. We are obligated to pay all benefits and make all
payments provided under the contracts.

PRO.70600-08 7

Note: We currently offer other variable annuity contracts that invest in Separate Account B but are not discussed in
this prospectus. Separate Account B may also invest in other funds which are not available under your contract.
Under certain circumstances, we may make certain changes to the subaccounts. For more information, see “The
Annuity Contract–Addition, Deletion, or Substitution of Subaccounts and Other Changes.”

THE FUNDS

You will find information about the funds currently available under your contract in Appendix B–The Funds.
A prospectus containing more complete information on each fund may be obtained by calling our Customer
Service Center at 1-800-366-0066. You should read the prospectus carefully before investing.

Certain funds may be structured as “fund of funds” (including the ING Solutions portfolios and the ING VP Strategic
Allocation portfolios) or “Master-Feeder” funds (including the ING American Funds portfolios). The funds may have
higher fees and expenses than a fund that invests directly in debt and equity securities because they also incur the fees
and expenses of the underlying funds in which they invest. These funds are affiliated funds, and the underlying funds
in which they invest may be affiliated as well. The fund prospectuses disclose the aggregate annual operating
expenses of each fund and its corresponding underlying fund or funds. These funds are identified in the fund list on
the inside front cover of this prospectus.

If, due to differences in tax treatment or other considerations, the interests of the contract owners of various contracts
participating in the funds conflict, we, the Board of Trustees or Directors of the funds, and any other insurance
companies participating in the funds will monitor events to identify and resolve any material conflicts that may arise.

ING GET U.S. Core Portfolio
An ING GET U.S. Core Portfolio (“GET Fund series”) may be available during the accumulation phase of the
contract. We make a guarantee, as described below, when you allocate money into a GET Fund series. Each GET
Fund series has an offering period of three months or longer, which precedes the guarantee period. The GET Fund
series investment option may not be available under your contract or in your state.

Various series of the GET Fund series may be offered from time to time, and additional charges will apply if you
elect to invest in one of these series. We are not currently offering any series of the ING GET Fund series for
investment. The Company makes a guarantee when you direct money into a GET Fund series. We guarantee that the
value of an accumulation unit of the GET Fund series subaccount for that series under the contract on the maturity
date will not be less than its value as determined after the close of business on the last day of the offering period for
that GET Fund series. If the value on the maturity date is lower than it was on the last day of the offering period, we
will add funds to the GET Fund series subaccount for that series to make up the difference. This means that if you
remain invested in the GET Fund series until the maturity date, at the maturity date, you will receive no less than the
value of your separate account investment directed to the GET Fund series as of the last day of the offering period,
less charges not reflected in the accumulation unit value, and any amounts you transfer or withdraw from the GET
Fund series subaccount for that series. The value of dividends and distributions made by the GET Fund series
throughout the guarantee period is taken into account in determining whether, for purposes of the guarantee, the value
of your GET Fund series investment on the maturity date is no less than its value as of the last day of the offering
period. If you withdraw or transfer funds from a GET Fund series prior to the maturity date, we will process the
transactions at the actual unit value next determined after we receive your request. The GET Fund series subaccount
is not available for dollar cost averaging or automatic rebalancing.

Before the maturity date, we will send a notice to each contract owner who has allocated amounts to the GET Fund
series. This notice will remind you that the maturity date is approaching and that you must choose other investment
options for your GET Fund series amounts. If you do not make a choice, on the maturity date we will transfer your
GET Fund series amounts to another available series of the GET Fund series that is then accepting deposits. If no
GET Fund series is then available, we will transfer your GET Fund series amounts to the fund or funds that we
designate.

Please see the ING GET U.S. Core Portfolio prospectus for a complete description of the GET Fund series investment
option, including charges and expenses.

PRO.70600-08 8

Restricted Funds
We may designate any investment option as a Restricted Fund and limit the amount you may allocate or transfer to a
Restricted Fund. We may establish any such limitation, at our discretion, as a percentage of premium or contract
value or as a specified dollar amount and change the limitation at any time. Currently, we have not designated any
investment option as a Restricted Fund. We may, with 30 days notice to you, designate any fund as a Restricted Fund
or change the limitations on existing contracts with respect to new premiums added to such fund and also with respect
to new transfers to such fund. If a change is made with regard to designation as a Restricted Fund or applicable
limitations, such change will apply only to transactions effected after such change.

We limit your investment in the Restricted Funds on both an aggregate basis for all Restricted Funds and for each
individual Restricted Fund. The aggregate limits for investment in all Restricted Funds are expressed as a percentage
of contract value, percentage of premium and maximum dollar amount. Currently, your investment in two or more
Restricted Funds would be subject to each of the following three limitations: no more than 30 percent of contract
value, up to 100 percent of each premium and no more than $999,999,999. We may change these limits, at our
discretion, for new contracts, premiums, transfers or withdrawals.

We also limit your investment in each individual Restricted Fund. The limits for investment in each Restricted Fund
are expressed as a percentage of contract value, percentage of premium and maximum dollar amount. Currently, the
limits for investment in an individual Restricted Fund are the same as the aggregate limits set forth above. We may
change these limits, in our discretion, for new contracts, premiums, transfers or withdrawals.

We monitor the aggregate and individual limits on investments in Restricted Funds for each transaction (e.g. premium
payments, reallocations, withdrawals, dollar cost averaging). If the contract value in the Restricted Fund has
increased beyond the applicable limit due to market growth, we will not require the reallocation or withdrawal of
contract value from the Restricted Fund. However, if an aggregate limit has been exceeded, withdrawals must be
taken either from the Restricted Funds or taken pro-rata from all investment options in which contract value is
allocated, so that the percentage of contract value in the Restricted Funds following the withdrawal is less than or
equal to the percentage of contract value in the Restricted Funds prior to the withdrawal.

We will allocate pro-rata the portion of any premium payment that exceeds the limits with a Restricted Fund to your
other investment option choices not designated as Restricted Funds, or to a specially designated subaccount if there
are none (currently, the ING Liquid Assets Portfolio), unless you instruct us otherwise.

We will not permit a transfer to the Restricted Funds to the extent that it would increase the contract value in the
Restricted Fund or in all Restricted Funds to more than the applicable limits set forth above. We will not limit
transfers from Restricted Funds. If the result of multiple reallocations is to lower the percentage of total contract
value in Restricted Funds, the reallocation will be permitted even if the percentage of contract value in a Restricted
Fund is greater than its limit.

Please see “Withdrawals” and “Transfers Among Your Investments” in this prospectus for more information on the
effect of Restricted Funds.

COVERED FUNDS, SPECIAL FUNDS AND EXCLUDED FUNDS

For purposes of determining death benefits, we assign the investment options to one of three categories of funds. The
categories are:

1)	Covered Funds;
2)	Special Funds; and
3)	Excluded Funds.

Allocations to Covered Funds participate fully in all guaranteed benefits. Allocations to Special Funds could affect
the death benefit guarantee that may otherwise be provided. Allocations to Excluded Funds do not participate in any
guaranteed benefits due to their potential for volatility.

PRO.70600-08 9

Designation of investment options under these categories may vary by benefit. For example, we may designate an
investment option a Special Fund for purposes of calculating one death benefit and not another. We may, with 30
days notice to you, designate any investment option as a Special or Excluded Fund with respect to new premiums
added to such investment option, with respect to new transfers to such investment option and with respect to the death
benefits to which such designation applies. Selecting a Special or Excluded Fund may limit or reduce the death
benefit. (See “Death Benefit Choices” in this prospectus for more information.)

CHARGES AND FEES

We deduct the contract charges described below to compensate us for our cost and expenses, services provided and
risks assumed under the contracts. We incur certain costs and expenses for distributing and administering the
contracts, including compensation and expenses paid in connection with sales of the contracts, for paying the benefits
payable under the contracts, and for bearing various risks associated with the contracts. Some of the charges are for
optional riders, so they are only deducted if you elect to purchase the rider. The amount of a contract charge will not
always correspond to the actual costs associated with the charge. For example, the surrender charge collected may not
fully cover all of the distribution expenses incurred by us with the service or benefits provided. In the event there are
any profits from fees and charges deducted under the contract, including the mortality and expense risk charge and
rider and benefit charges, we may use such profits to finance the distribution of contracts.

Charge Deduction Subaccount
You may elect to have all charges against your contract value (except daily charges) deducted directly from a single
subaccount designated by the Company. Currently we use the ING Liquid Assets Portfolio subaccount for this
purpose. If you do not elect this option, or if the amount of the charges is greater than the amount in the designated
subaccount, the charges will be deducted as discussed below. You may cancel this option at any time by sending
notice to our Customer Service Center in a form satisfactory to us.

Charges Deducted from the Contract Value
We deduct the following charges from your contract value:

      Internal transfers when the prior contract or arrangement either imposed a front end load or had no
applicable surrender charge: There is no surrender charge under this contract on amounts transferred or rolled over
from a prior contract as an internal transfer when the prior contract imposed a front end load, there was no applicable
surrender charge under the prior contract, or if the prior contract would not have assessed a surrender charge if the
money had been transferred to a contract issued by a non-affiliated company.

      Transfers from external sources, internal transfers when the prior contract had an applicable surrender
charge and/or additional premium payments not part of an internal transfer: We deduct a surrender charge if
you surrender your contract or withdraw an amount exceeding the free withdrawal amount. The free withdrawal
amount for a contract year is the greater of: 1) 10% of contract value, based on the contract value on the date of
withdrawal, less any prior withdrawals in that contract year; or 2) your required minimum distribution (“RMD”)
attributable to amounts held under your contract. Under Option Package III, any unused free withdrawal amount may
carry forward to successive contract years, but in no event would the free withdrawal amount at any time exceed 30%
of contract value.

The following table shows the schedule of the surrender charge that will apply, based on the total amount withdrawn.
The surrender charge is deducted from the amount requested for withdrawal. The surrender charge is a percent of
each premium payment withdrawn. For internal transfers, the amount subject to surrender charge is the lesser of
premium payments paid under the prior contract or the initial contract value.

       Complete Years Elapsed
                     Since Premium Payment*
       Surrender Charge 0

6% 1

6% 2

5% 3

4% 4

3% 5

2% 6

1% 7+

0%

*  For amounts transferred or rolled over into this contract as an internal transfer, the “Complete Years Elapsed” are
    calculated from the date of the first premium payment made under the prior contract or, if earlier, the effective date
    of the prior contract.

PRO.70600-08 10

Waiver of Surrender Charge for Extended Medical Care. We will waive the surrender charge in most states in
the following events: (i) you begin receiving qualified extended medical care on or after the first contract anniversary
for at least 45 days during a 60-day period and your request for the surrender or withdrawal, together with all required
documentation is received at our Customer Service Center during the term of your care or within 90 days after the last
day of your care; or (ii) you are first diagnosed by a qualifying medical professional, on or after the first contract
anniversary, as having a qualifying terminal illness. We have the right to require an examination by a physician of our
choice. If we require such an examination, we will pay for it. You are required to send us satisfactory written proof
of illness. See your contract for more information. The waiver of surrender charge may not be available in all states.

Free Withdrawal Amount. The Free Withdrawal Amount in any contract year is the greater of: 1) 10% of contract
value, based on the contract value on the date of the withdrawal; and 2) your RMD attributable to amounts held under
the contract. The Free Withdrawal Amount does not include your RMD for the tax year containing the contract date
of this contract. Under Option Package III, any unused percentage of the 10% Free Withdrawal Amount from a
contract year will carry forward into successive contract years, based on the percentage remaining at the time of the
last withdrawal in that contract year. In no event will the free withdrawal amount at any time exceed 30% of contract
value.

Surrender Charge for Excess Withdrawals. We will deduct a surrender charge for excess withdrawals, which may
include a withdrawal you make to satisfy required minimum distributions under the Tax Code. We consider a
withdrawal to be an “excess withdrawal” when the amount you withdraw in any contract year exceeds the Free
Withdrawal Amount. Where you are receiving systematic withdrawals, any combination of regular withdrawals taken
and any systematic withdrawals expected to be received in a contract year will be included in determining the amount
of the excess withdrawal. Such a withdrawal will be considered a partial surrender of the contract and we will impose
a surrender charge and any associated premium tax. We will deduct such charges from the contract value in
proportion to the contract value in each subaccount or Fixed Interest Allocation from which the excess withdrawal
was taken. In instances where the excess withdrawal equals the entire contract value in such subaccounts or Fixed
Interest Allocations, we will deduct charges proportionately from all other subaccounts and Fixed Interest Allocations
in which you are invested. Any withdrawal from a Fixed Interest Allocation more than 30 days before its
maturity date will trigger a Market Value Adjustment. See Appendix C and the Fixed Account II prospectus for
more information.

For the purpose of calculating the surrender charge for an excess withdrawal: a) we treat premiums as being
withdrawn on a first-in, first-out basis; and b) amounts withdrawn that are not considered an excess withdrawal are
not considered a withdrawal of any premium payments. We have included an example of how this works in Appendix
E. Although we treat premium payments as being withdrawn before earnings for purposes of calculating the surrender
charge for excess withdrawals, the federal tax law treats earnings as withdrawn first.

Surrender Charges and the ING LifePay and ING Joint LifePay Riders. If you elect the ING LifePay Plus or
ING Joint LifePay Plus rider, withdrawals up to the Maximum Annual Withdrawal taken during the Lifetime
Withdrawal Phase will not incur surrender charges. See “Optional Riders–ING Life Pay Plus Minimum Contract
Withdrawal Benefit Rider (“ING LifePay Plus”)–Surrender Charges” and “Optional Riders–ING Joint LifePay Plus
Minimum Guaranteed Withdrawal Benefit Rider (“ING Joint LifePay Plus”)–Surrender Charges.”

Premium Taxes. We may make a charge for state and local premium taxes depending on your state of residence.
The tax can range from 0% to 4% of the premium payment. We have the right to change this amount to conform with
changes in the law or if you change your state of residence.

We deduct the premium tax from your contract value (or from the MGIB Benefit Base, if exercised) on the income
phase payment start date. However, some jurisdictions impose a premium tax at the time that initial and additional
premiums are paid, regardless of when the income phase payments begin. In those states we may defer collection of
the premium taxes from your contract value and deduct it when you surrender the contract, when you take an excess
withdrawal, or on the income phase start date.

PRO.70600-08 11

Administrative Charge. We deduct an annual administrative charge on each contract anniversary, or if you
surrender your contract prior to a contract anniversary, at the time we determine the cash surrender value payable to
you. The amount deducted is $30 per contract unless waived under conditions we establish. We deduct the charge
proportionately from all subaccounts in which you are invested. If there is no contract value in those subaccounts, we
will deduct the charge from your Fixed Interest Allocations starting with the guaranteed interest periods nearest their
maturity dates until the charge has been paid.

Transfer Charge. We currently do not deduct any charges for transfers made during a contract year. We have the
right, however, to assess up to $25 for each transfer after the twelfth transfer in a contract year. If such a charge is
assessed, we would deduct the charge from the subaccounts and the Fixed Interest Allocations from which each such
transfer is made in proportion to the amount being transferred from each such subaccount and Fixed Interest
Allocation unless you have chosen to have all charges deducted from a single subaccount. The charge will not apply
to any transfers due to the election of dollar cost averaging, automatic rebalancing and transfers we make to and from
any subaccount specially designated by the Company for such purpose.

Redemption Fees. Certain funds may deduct redemption fees as a result of withdrawals, transfers, or other fund
transactions you initiate. If applicable, we may deduct the amount of any redemption fees imposed by the underlying
mutual funds as a result of withdrawals, transfers or other fund transactions you initiate. Redemption fees, if any, are
separate and distinct from any transaction charges or other charges deducted from your contract value. For a more
complete description of the funds’ fees and expenses, review each fund’s prospectus.

Charges Deducted from the Subaccounts

Mortality and Expense Risk Charge. The amount of the mortality and expense risk charge depends on the option
package you have elected. The charge is deducted on each business day based on the assets you have in each
subaccount. In the event there is any profit from the mortality and expense risk charge, we may use such profit to
finance the distribution of contracts.

Option Packages

The following option packages apply to contracts established prior to August 7, 2003, and contracts issued in Oregon:

Option Package I Option Package II Option Package III

Annual Charge

0.60% Annual Charge

0.80% Annual Charge

0.95%

The following option packages apply to contracts established on or after August 7, 2003 (or upon state approval, if
later):

Option Package I Option Package II Option Package III

Annual Charge

0.85%
Annual Charge

1.05%
Annual Charge

1.20%

Asset-Based Administrative Charge. The amount of the asset-based administrative charge, on an annual basis, is
equal to 0.15% of the assets you have in each subaccount. This charge is deducted daily from your assets in each
subaccount.

ING GET U.S. Core Portfolio Guarantee Charge. The ING GET U.S. Core Portfolio guarantee charge is deducted
each business day during the guarantee period if you elect to invest in the ING GET U.S. Core Portfolio. The amount
of the ING GET U.S. Core Portfolio guarantee charge is 0.50% and is deducted from amounts allocated to the ING
GET U.S. Core Portfolio investment option. This charge compensates us for the cost of providing a guarantee of
accumulation unit values of the ING GET U.S. Core Portfolio subaccount. See “The Funds–ING GET U.S. Core
Portfolio.”

PRO.70600-08 12

Optional Rider Charges. Subject to state availability, you may purchase one of three optional benefit riders for an
additional charge. Please check your contract application to determine which riders may be available to you. Once
elected, a rider cannot be canceled independently of the contract. So long as a rider is in effect, we will deduct a
separate quarterly charge for the optional benefit rider through a pro-rata reduction of the contract value of the
subaccounts in which you are invested. If there is insufficient contract value in the subaccounts, we will deduct the
charge from your Fixed Interest Allocations nearest their maturity date. We deduct each rider charge on the quarterly
contract anniversary in arrears, meaning we deduct the first charge on the first quarterly anniversary following the
rider date. If the rider is added to an existing contract, the first quarter’s charge will be reduced proportionally for the
portion of the quarter that the rider was not in effect. For a description of riders and the defined terms used in
connection with the riders, see “Optional Riders.”

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

Minimum Guaranteed Income Benefit (MGIB). The charge for the MGIB Rider, a living benefit, is deducted
quarterly as follows:

	As an Annual Charge
	0.60% of the MGIB Benefit Base

Please see “Optional Riders–Minimum Guaranteed Income Benefit Rider” for a description of the MGIB Benefit
Base and the MGIB Rate.

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
	1.30%	0.55%

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 elected at contract issue, the rider effective date is the same as the
contract date. If the rider is added after contract issue, the rider and charges will begin on the next following quarterly
contract anniversary. A quarterly contract anniversary occurs each quarter of a contract year from the contract date.
The charge will be pro-rated when the rider is terminated. Charges will no longer be deducted once your rider enters
Lifetime Automatic Periodic Benefit Status. Lifetime Automatic Periodic Benefit Status occurs if your contract value
is reduced to zero and other conditions are met. We reserve the right to increase the charge for the ING LifePay Plus
rider upon a Quarterly Ratchet once the Lifetime Withdrawal Phase begins. You will never pay more than new issues
of this rider, subject to the maximum annual charge. We will not increase the charge for your first five years after the
effective date of the rider. For more information about how this rider works, including when Lifetime Automatic
Periodic Benefit Status begins, please see “Optional Riders–ING LifePay Plus Minimum Guaranteed Withdrawal
Benefit Rider.”

If the contract value in the subaccounts is insufficient for the charge, then we deduct it from any Fixed Interest
Allocations, in which case a Market Value Adjustment may apply. 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.

PRO.70600-08 13

Please Note: For contracts issued on and after August 20, 2007 through April 28, 2008 with the ING LifePay Plus
rider, please see Appendix K for more information. For contracts issued prior to August 20, 2007 with the ING
LifePay rider, please see Appendix L for more information.

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
		1.50%	0.80%

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 elected at contract issue, the rider effective date is the same as the
contract date. If the rider is added after contract issue, the rider and charges will begin on the next following quarterly
contract anniversary. A quarterly contract anniversary occurs each quarter of a contract year from the contract date.
The charge will be pro-rated when the rider is terminated. Charges will no longer be deducted once your rider enters
Lifetime Automatic Periodic Benefit Status. Lifetime Automatic Periodic Benefit Status occurs if your contract value
is reduced to zero and other conditions are met. We reserve the right to increase the charge for the ING LifePay Plus
rider upon a Quarterly Ratchet once the Lifetime Withdrawal Phase begins. You will never pay more than new issues
of this rider, subject to the maximum annual charge. We will not increase the charge for the first five years after the
effective date of the rider. You will never pay more than new issues of this rider, subject to the maximum annual
charge. For more information about how this rider works, including when Lifetime Automatic Periodic Benefit
Status begins, please see “Optional Riders–ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit Rider.”

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

Please Note: For contracts issued on and after August 20, 2007 through April 28, 2008 with the ING Joint LifePay
Plus rider, please see Appendix K for more information. For contracts issued prior to August 20, 2007 with the ING
Joint LifePay rider, please see Appendix L for more information.

Fund Expenses
As shown in the fund prospectuses, each fund deducts management fees from the amounts allocated to the fund. In
addition, each fund deducts other expenses, which may include service fees that may be used to compensate service
providers, including the Company and its affiliates, for administrative and contract owner services provided on behalf
of the fund. Furthermore, certain funds deduct a distribution or 12b-1 fee, which is used to finance any activity that is
primarily intended to result in the sale of fund shares. For a more complete description of the funds’ fees and
expenses, review each fund’s prospectus.

The Company or its U.S. affiliates receive substantial revenue from each of the funds or the funds’ affiliates, although
the amount and types of revenue vary with respect to each of the funds offered through the contract. This revenue is
one of several factors we consider when determining contract fees and charges and whether to offer a fund through
our contracts. Fund revenue is important to the Company’s profitability, and it is generally more profitable for
us to offer affiliated funds than to offer unaffiliated funds.

In terms of total dollar amounts received, the greatest amount of revenue generally comes from assets allocated to
funds managed by Directed Services LLC or other Company affiliates, which funds may or may not also be
subadvised by a Company affiliate. Assets allocated to funds managed by a Company affiliate but subadvised by
unaffiliated third parties generally generate the next greatest amount of revenue. Finally, assets allocated to
unaffiliated funds generate the least amount of revenue. The Company expects to make a profit from this revenue to
the extent it exceeds the Company’s expenses, including the payment of sales compensation to our distributors.

PRO.70600-08 14

Types of Revenue Received from Affiliated Funds
Affiliated funds are (a) funds managed by Directed Services LLC or other Company affiliates, which may or may not
also be subadvised by another Company affiliate; and (b) funds managed by a Company affiliate but that are
subadvised by unaffiliated third parties.

Revenues received by the Company from affiliated funds may include:

A share of the management fee deducted from fund assets;
Service fees that are deducted from fund assets;
For certain share classes, the Company or its affiliates may also receive compensation paid out of 12b-1 fees
that are deducted from fund assets; and
Other revenues that may be based either on an annual percentage of average net assets held in the fund by the
Company or a percentage of the fund’s management fees.

These revenues may be received as cash payments or according to a variety of financial accounting techniques that
are used to allocate revenue and profits across the organization. In the case of affiliated funds subadvised by
unaffiliated third parties, any sharing of the management fee between the Company and the affiliated investment
adviser is based on the amount of such fee remaining after the subadvisory fee has been paid to the unaffiliated
subadviser. Because subadvisory fees vary by subadviser, varying amounts of revenue are retained by the affiliated
investment adviser and ultimately shared with the Company.

Types of Revenue Received from Unaffiliated Funds
Revenue received from each of the unaffiliated funds or their affiliates is based on an annual percentage of the
average net assets held in that fund by the Company. Some unaffiliated funds or their affiliates pay us more than
others and some of the amounts we receive may be significant.

Revenues received by the Company or its affiliates from unaffiliated funds include:

For certain funds, compensation paid from 12b-1 fees or service fees that are deducted from fund assets; and
Additional payments for administrative, recordkeeping or other services that we provide to the funds or their
affiliates, such as processing purchase and redemption requests, and mailing fund prospectuses, periodic reports
and proxy materials. These additional payments do not increase directly or indirectly the fees and expenses
shown in each fund prospectus. These additional payments may be used by us to finance distribution of the
contract.

These revenues are received as cash payments, and if the unaffiliated fund families currently offered through the
contract were individually ranked according to the total amount they paid to the Company or its affiliates in 2007, in
connection with the registered variable annuity contracts issued by the Company, that ranking would be as follows:

1)	Fidelity^®Variable Insurance Products
2)	Franklin Templeton Variable Insurance Products Trust
3)	Pioneer Variable Contracts Trust
4)	PIMCO VIT
5)	Oppenheimer Variable Account Funds

Some of the fund families listed above may not have paid any such amounts during 2007. If the revenues received
from affiliated funds were included in the table above, payments from Directed Services LLC and other Company
affiliates would be at the top of the list.

In addition to the types of revenue received from affiliated and unaffiliated funds described above, affiliated and
unaffiliated funds and their investment advisers, subadvisers or affiliates may participate at their own expense in
Company sales conferences or educational and training meetings. In relation to such participation, a fund’s
investment adviser, subadviser or affiliate may help offset the cost of the meetings or sponsor events associated with
the meetings. In exchange for these expense offset or sponsorship arrangements, the investment adviser, subadviser or
affiliate may receive certain benefits and access opportunities to Company sales representatives and wholesalers
rather than monetary benefits. These benefits and opportunities include, but are not limited to co-branded marketing
materials; targeted marketing sales opportunities; training opportunities at meetings; training modules for sales
personnel; and opportunity to host due diligence meetings for representatives and wholesalers.

PRO.70600-08 15

Certain funds may be structured as “fund of funds” (including the ING Solution portfolios and ING Strategic
Allocation portfolios) or “Master-Feeder” funds (including the ING American Funds portfolios). These funds may
have higher fees and expenses than a fund that invests directly in debt and equity securities because they also incur
the fees and expenses of the underlying funds in which they invest. These funds are affiliated funds, and the
underlying funds in which they invest may be affiliated as well. The fund prospectuses disclose the aggregate annual
operating expenses of each portfolio and its corresponding underlying fund or funds. These funds are identified in the
fund list on the inside front cover of this prospectus.

Please note certain management personnel and other employees of the Company or its affiliates may receive a portion
of their total employment compensation based on the amount of net assets allocated to affiliated funds. (See “Other
Contract Provisions–Selling the Contract.”)

THE ANNUITY CONTRACT

The contract described in this prospectus is a deferred combination variable and fixed annuity contract. The contract
provides a means for you to invest in one or more of the available funds through Separate Account B. It also provides
a means for you to invest in a Fixed Interest Allocation through the Fixed Account. See Appendix C and the Fixed
Account II prospectus for more information on the Fixed Interest Allocation and Fixed Account.

When considering whether to purchase or participate in the contract, you should consult with your financial
representative about your financial goals, investment time horizon and risk tolerance.

Contract Date and Contract Year
The date the contract became effective is the contract date. Each 12-month period following the contract date is a
contract year.

Contract Owner
You are the contract owner. You are also the annuitant unless another annuitant is named in the application. You have
the rights and options described in the contract.

The death benefit becomes payable when you die. In the case of a sole contract owner who dies before the income
phase begins, we will pay the beneficiary the death benefit then due. The sole contract owner’s estate will be the
beneficiary if no beneficiary has been designated or the beneficiary has predeceased the contract owner. If the
contract owner is a trust and a beneficial owner of the trust has been designated, the beneficial owner will be treated
as the contract owner for determining the death benefit. If a beneficial owner is changed or added after the contract
date, this will be treated as a change of contract owner for determining the death benefit (likely a taxable event). If no
beneficial owner of the trust has been designated, the availability of Option II or Option III will be based on the age
of the annuitant at the time you purchase the contract. In the event a selected death benefit is not available, the
Standard Death Benefit will apply.

Income Phase Start Date
The income phase start date is the date you start receiving income phase payments under your contract. The contract,
like all deferred variable annuity contracts, has two phases: the accumulation phase and the income phase. The
accumulation phase is the period between the contract date and the income phase start date. The income phase begins
when you start receiving regular income phase payments from your contract on the income phase start date.

Annuitant
The annuitant is the person designated by you to be the measuring life in determining income phase payments. The
annuitant’s age determines when the income phase must begin and the amount of the income phase payments to be
paid. You are the annuitant unless you choose to name another person. The annuitant may not be changed after the
contract is in effect.

The contract owner will receive the income phase benefits of the contract if the annuitant is living on the income
phase start date. If the annuitant dies before the income phase start date and a contingent annuitant has been named,
the contingent annuitant becomes the annuitant (unless the contract owner is not an individual, in which case the
death benefit becomes payable).

PRO.70600-08 16

When the annuitant dies before the income phase start date, the contract owner will become the annuitant. The
contract owner may designate a new annuitant within 60 days of the death of the annuitant.

When the annuitant dies before the income phase start date and the contract owner is not an individual, we will pay
the designated beneficiary the death benefit then due. If a beneficiary has not been designated, or if there is no
designated beneficiary living, the contract owner will be the beneficiary. If the annuitant was the sole contract owner
and there is no beneficiary designation, the annuitant’s estate will be the beneficiary.

Regardless of whether a death benefit is payable, if the annuitant dies and any contract owner is not an individual,
distribution rules under federal tax law will apply. You should consult your tax advisor for more information if the
contract owner is not an individual.

Beneficiary
The beneficiary is named by you in a written request. The beneficiary is the person who receives any death benefit
proceeds. The beneficiary may become the successor contract owner if the contract owner who is a spouse (or the
annuitant if the contract owner is other than an individual) dies before the income phase start date. We pay death
benefits to the primary beneficiary.

If the beneficiary dies before the annuitant or the contract owner, the death benefit proceeds are paid to the contingent
beneficiary, if any. If there is no surviving beneficiary, we pay the death benefit proceeds to the contract owner’s
estate.

One or more persons may be a beneficiary or contingent beneficiary. In the case of more than one beneficiary, we will
assume any death benefit proceeds are to be paid in equal shares to the surviving beneficiaries.

All requests for changes must be in writing and submitted to our Customer Service Center in good order. The change
will be effective as of the day you sign the request. The change will not affect any payment made or action taken by
us before recording the change.

Change of Contract Owner or Beneficiary. During the annuitant’s lifetime, you may transfer ownership of a
nonqualified contract. A change in ownership may affect the amount of the death benefit, the guaranteed minimum
death benefit and/or the death benefit option applied to the contract. The new owner’s age, as of the date of the
change, will be used as the basis for determining the applicable benefits and charges. The new owner’s death will
determine when a death benefit is payable. A change in owner or beneficiary may also impact any optional riders that
have been elected.

A change of owner likely has tax consequences. See “Federal Tax Considerations” in this prospectus.

You have the right to change beneficiaries during the annuitant’s lifetime unless you have designated an irrevocable
beneficiary. If you have designated an irrevocable beneficiary, you and the irrevocable beneficiary may have to act
together to exercise some of the rights and options under the contract. In the event of a death claim, we will honor the
form of payment of the death benefit specified by the beneficiary to the extent permitted under Section 72(s) of the
Tax Code. You may also restrict a beneficiary’s right to elect an annuity option or receive a lump sum payment. If
so, such rights or options will not be available to the beneficiary.

All requests for changes must be in writing and submitted to our Customer Service Center. Please date your request.
The change will be effective as of the day we receive the request. The change will not affect any payment made or
action taken by us before recording the change.

Purchase and Availability of the Contract
The minimum initial payment to purchase the contract is $5,000. Currently, this payment may be made either by
funds from qualified or nonqualified external sources (“external sources”) or by a transfer or rollover from an existing
qualified or nonqualified contract or arrangement (the “prior contract”) issued by us or one of our affiliates (“internal
transfer”). Prior to April 29, 2005, the initial payment was required to be made as an internal transfer and the contract
was not available as a nonqualified contract.

PRO.70600-08 17

There are three option packages available under the contract. You select an option package at time of application.
Each option package is unique. The maximum age at which you may purchase the contract is age 80. For Option
Package I, we may allow you to purchase the contract up to age 85, provided you are purchasing the contract as an
internal transfer where you will receive credit for the surrender charge period accrued under the prior contract, or
where there will be no surrender charge under this contract because your prior contract has no surrender charge. We
reserve the right to modify these issue age limitations in a nondiscriminatory manner. See “Surrender Charge.”

You may make additional premium payments up to the contract anniversary after your 86^th birthday. The minimum
additional premium payment we will accept is $50 regardless of the option package you select. Under certain
circumstances, we may waive the minimum premium payment requirement. We may also change the minimum initial
or additional premium requirements for certain group or sponsored arrangements. Any initial or additional premium
payment that would cause the contract value of all annuities that you maintain with us to exceed $1,000,000 requires
our prior approval.

The contract may currently be purchased by individuals as a nonqualified contract, as a traditional Individual
Retirement Annuity (“IRA”) under Section 408(b) of the Tax Code or as a Roth IRA under Section 408A of the Tax
Code. The contract is not currently available as a Simplified Employer Pension (SEP) Plan under 408(k), a Simple
IRA under Section 408(P), or a tax deferred annuity under Section 403(b) of the Tax Code.

Factors to Consider in the Purchase Decision
The contract is designed for people seeking long-term tax-deferred accumulation of assets, generally for retirement or
other long-term purposes. The tax-deferred feature is more attractive to people in high federal and state tax brackets.
You should not buy this contract: (1) if you are looking for a short-term investment; (2) if you cannot risk
getting back less money than you put in; or (3) if your assets are in a plan which provides for tax-deferral and
you see no other reason to purchase this contract. The decision to purchase or participate in a contract should be
discussed with your financial representative. Make sure that you understand the investment options it provides, its
other features, the risks and potential benefits you will face, and the fees and expenses you will incur when, together
with your financial representative, you consider an investment in the contract. You should pay attention to the
following issues, among others:

1)	Long-Term Investment - This contract is a long-term investment, and is typically most useful as part of a personal retirement plan. Early withdrawals may be restricted by the Tax Code or your plan or may expose you to early withdrawal charges or tax penalties. The value of deferred taxation on earnings grows with the amount of time funds are left in the contract. You should not participate in this contract if you are looking for a short- term investment or expect to need to make withdrawals before you are 59½.
2)	Investment Risk - The value of investment options available under this contract may fluctuate with the markets and interest rates. You should not participate in this contract in order to invest in these options if you cannot risk getting back less money than you put in.
3)	Features and Fees - The fees for this contract reflect costs associated with the features and benefits it provides. As you consider this contract, you should determine the value that these various benefits and features have for you, given your particular circumstances, and consider the charges for those features.
4)	Exchanges - Replacing an existing insurance contract with this contract may not be beneficial to you. If this contract will be a replacement for another annuity contract or mutual fund option under the plan, you should compare the two options carefully, compare the costs associated with each, and identify additional benefits available under this contract. You should consider whether these additional benefits justify incurring a new schedule of early withdrawal charges or any increased charges that might apply under this contract. Also, be sure to talk to your financial professional or tax adviser to make sure that the exchange will be handled so that it is tax-free.

IRAs and other qualified plans already have the tax-deferral feature found in this contract. For an additional cost, the
contract provides other features and benefits including death benefits and the ability to receive a lifetime income. You
should not purchase a qualified contract unless you want these other features and benefits, taking into account their
cost. See “Fees and Expenses” in this prospectus. If you are considering Option II or Option III and your
contract will be an IRA, see “Federal Tax Considerations–Individual Retirement Annuities” and “Federal Tax
Considerations–Tax Consequences of Living Benefits and Death Benefits” in this prospectus.

PRO.70600-08 18

Crediting of Premium Payments
We will process your initial premium within 2 business days after receipt and allocate the payment according to the
instructions you specify at the accumulation unit value next determined, if the application and all information
necessary for processing the contract are complete. Subsequent premium payments will be processed within 1
business day if we receive all information necessary. In certain states we also accept additional premium payments
by wire order. Wire transmittals must be accompanied by sufficient electronically transmitted data. We may retain
your initial premium payment for up to 5 business days while attempting to complete an incomplete application. If the
application cannot be completed within this period, we will inform you of the reasons for the delay. We will also
return the premium payment immediately unless you direct us to hold the premium payment until the application is
completed. If you choose to have us hold the premium payment, it will be held in a non-interest bearing account.

If a subaccount is not available or requested in error, we will make inquiry about a replacement subaccount. If we are
unable to reach you or your representative within 5 days, we will consider the application incomplete. Once the
completed application is received, we will allocate the payment to the subaccounts and/or Fixed Interest Allocation of
Separate Account B specified by you within 2 business days.

If your premium payment was transmitted by wire order from your broker-dealer, we will follow one of the following
two procedures after we receive and accept the wire order and investment instructions. The procedure we follow
depends on state availability and the procedures of your broker-dealer.

If either your state or broker-dealer do not permit us to issue a contract without an application, we reserve
the right to rescind the contract if we do not receive and accept a properly completed application or
enrollment form within 5 days of the premium payment. If we do not receive the application or form
within 5 days of the premium payment, we will refund the contract value plus any charges we deducted,
and the contract will be voided. Some states require that we return the premium paid.

If your state and broker-dealer allow us to issue a contract without an application, we will issue and mail
the contract to you or your representative, together with a Contract Acknowledgement and Delivery
Statement for your execution. Until our Customer Service Center receives the executed Contract
Acknowledgement and Delivery Statement, neither you nor the broker-dealer may execute any financial
transactions on your contract unless they are requested in writing by you. We may require additional
information before complying with your request (e.g., signature guarantee).

We will ask about any missing information related to subsequent payments. We will allocate the subsequent
payment(s) pro-rata according to the current variable subaccount allocation unless you specify otherwise. Any fixed
allocation(s) will not be considered in the pro-rata calculations. If a subaccount is no longer available (including due
to a fund purchase restriction) or requested in error, we will allocate the subsequent payments proportionally among
the other subaccounts in your contract allocations. For any subsequent premium payments, the payment designated
for a subaccount of Separate Account B will be credited at the accumulation unit value next determined after receipt
of your premium payment and instructions.

Once we allocate your premium payment if applicable, to the subaccounts selected by you, we convert the premium
payment into accumulation units. We divide the amount of the premium payment allocated to a particular subaccount
by the value of an accumulation unit for the subaccount to determine the number of accumulation units of the
subaccount to be held in Separate Account B with respect to your contract. The net investment results of each
subaccount vary with its investment performance.

In some states, we may require that an initial premium designated for a subaccount of Separate Account B or the
Fixed Account be allocated to a subaccount specially designated by the Company (currently, the ING Liquid Assets
Portfolio subaccount) during the free look period. After the free look period, we will convert your contract value
(your initial premium plus any earnings less any expenses) into accumulation units of the subaccounts you previously
selected. The accumulation units will be allocated based on the accumulation unit value next computed for each
subaccount. Initial premiums designated for Fixed Interest Allocations will be allocated to a Fixed Interest Allocation
with the guaranteed interest period you have chosen; however, in the future we may allocate the premiums to the
specially designated subaccount during the free look period.

PRO.70600-08 19

We may also refuse to accept certain forms of premium payments or loan repayments, if applicable, (traveler’s
checks, for example) or restrict the amount of certain forms of premium payments or loan repayments. In addition,
we may require information as to why a particular form of payment was used (third party checks, for example) and
the source of the funds of such payment in order to determine whether or not we will accept it. Use of an
unacceptable form of payment may result in us returning your premium payment and not issuing the contract.

Administrative Procedures
We may accept a request for contract service in writing, by telephone, or other approved electronic means, subject to
our administrative procedures, which vary depending on the type of service requested and may include proper
completion of certain forms, providing appropriate identifying information, and/or other administrative requirements.
We will process your request at the contract value next determined only after you have met all administrative
requirements. Please be advised that the risk of a fraudulent transaction is increased with telephonic or electronic
instructions (for example, a facsimile withdrawal request form), even if appropriate identifying information is
provided.

Sending Forms and Written Requests in Good Order
If you are writing to change your beneficiary, request a withdrawal, or for any other purpose, contact your local
representative or the Customer Service Center to learn what information is required in order for the request to be in
“good order.” By contacting us, we can provide you with the appropriate administrative form for your requested
transaction.

Contract Value
We determine your contract value on a daily basis beginning on the contract date. Your contract value is the sum of
(a) the contract value in the Fixed Interest Allocations, and (b) the contract value in each subaccount in which you are
invested.

Contract Value in the Subaccounts. On the contract date, the contract value in the subaccount in which you are
invested is equal to the initial premium paid that was designated to be allocated to the subaccount. On the contract
date, we allocate your contract value to each subaccount and/or a Fixed Interest Allocation specified by you, unless
the contract is issued in a state that requires the return of premium payments during the free look period, in which
case, the portion of your initial premium not allocated to a Fixed Interest Allocation may be allocated to a subaccount
specially designated by the Company during the free look period for this purpose (currently, the ING Liquid Assets
Portfolio subaccount).

On each business day after the contract date, we calculate the amount of contract value in each subaccount as follows:

(1)	We take the contract value in the subaccount at the end of the preceding business day.

(2)	We multiply (1) by the subaccount’s Net Rate of Return since the preceding business day.

(3)	We add (1) and (2).

(4)	We add to (3) any additional premium payments and then add or subtract any transfers to or from that subaccount.

(5)	We subtract from (4) any withdrawals and any related charges, and then subtract any contract fees (including any optional rider charges) and premium taxes.

Cash Surrender Value
The cash surrender value is the amount you receive when you surrender the contract. The cash surrender value will
fluctuate daily based on the investment results of the subaccounts in which you are invested and interest credited to
Fixed Interest Allocations and any Market Value Adjustment. See the Fixed Account II prospectus for a description
of the calculation of values under any Fixed Interest Allocation. We do not guarantee any minimum cash surrender
value. On any date during the accumulation phase, we calculate the cash surrender value as follows: we start with
your contract value, then we adjust for any Market Value Adjustment, then we deduct any surrender charge, any
charge for premium taxes, the annual contract administrative fee, and any other charges incurred but not yet deducted.

PRO.70600-08 20

Surrendering to Receive the Cash Surrender Value
You may surrender the contract at any time while the annuitant is living and before the income phase start date. A
surrender will be effective on the date your written request and the contract are received at our Customer Service
Center. We will determine and pay the cash surrender value at the price next determined after receipt of all paperwork
required in order for us to process your surrender. Once paid, all benefits under the contract will be terminated. For
administrative purposes, we will transfer your money to a specially designated subaccount (currently the ING Liquid
Assets Portfolio subaccount) prior to processing the surrender. This transfer will have no effect on your cash
surrender value. You may receive the cash surrender value in a single sum payment or apply it under one or more
annuity options. We will usually pay the cash surrender value within 7 days.

Consult your tax advisor regarding the tax consequences associated with surrendering your contract. A surrender
made before you reach age 59½ may result in a 10% tax penalty. See “Federal Tax Considerations” for more details.

The Subaccounts
Each of the subaccounts of Separate Account B offered under this prospectus invests in a fund with its own distinct
investment objectives and policies.

Addition, Deletion or Substitution of Subaccounts and Other Changes
We may make additional subaccounts available to you under the contract. These subaccounts will invest in funds we
find suitable for your contract. We may also withdraw or substitute funds, subject to the conditions in your contract
and compliance with regulatory requirements.

We may amend the contract to conform to applicable laws or governmental regulations. If we feel that investment in
any of the funds has become inappropriate to the purposes of the contract, we may, with approval of the SEC (and
any other regulatory agency, if required) combine two or more subaccounts or substitute another portfolio for existing
and future investments. If you have elected the dollar cost averaging, systematic withdrawals, or automatic
rebalancing programs or if you have other outstanding instructions, and we substitute or otherwise eliminate a
portfolio which is subject to those instructions, we will execute your instructions using the substitute or proposed
replacement portfolio unless you request otherwise. The substitute or proposed replacement portfolio may have
higher fees and charges than any portfolio it replaces.

We also reserve the right to: (i) deregister Separate Account B under the 1940 Act; (ii) operate Separate Account B as
a management company under the 1940 Act if it is operating as a unit investment trust; (iii) operate Separate Account
B as a unit investment trust under the 1940 Act if it is operating as a managed separate account; (iv) restrict or
eliminate any voting rights as to Separate Account B; and (v) combine Separate Account B with other accounts.

We will, of course, provide you with written notice before any of these changes are effected.

The Fixed Account
The Fixed Account is a segregated asset account which contains the assets that support a contract owner’s Fixed
Interest Allocations. See Appendix C and the Fixed Account II prospectus for more information. To obtain a copy of
the Fixed Account II prospectus, write to our Customer Service Center at P.O. Box 9271, Des Moines, Iowa 50306-
9271 or call 1-800-366-0066, or access the SEC’s website (http://www.sec.gov).

State Variations
Contracts issued in your state may provide different features and benefits from, and impose different costs than, those
described in this prospectus. This prospectus provides a general description of the contract. Your actual contract, any
endorsements and riders are the controlling documents.

Other Products
We and our affiliates offer various other products with different features and terms than the contracts, and that may
offer some or all of the same funds. These products have different benefits, fees and charges, and may or may not
better match your needs. Please note that some of the Company’s management personnel and certain other employees
may receive a portion of their employment compensation based on the amount of contract values allocated to funds
affiliated with ING. You should be aware that there are alternative options available, and, if you are interested in
learning more about these other products, contact our Customer Service Center or your registered representative.
Also, broker/dealers selling the contract may limit its availability or the availability of an optional feature (for
example, by imposing restrictions on eligibility), or decline to make an optional feature available. Please talk to your
registered representative for further details.

PRO.70600-08 21

OPTIONAL RIDERS

Some features and benefits of the contract, if available, are available by rider for an additional charge. Once elected,
the riders generally may not be cancelled. You may not remove a rider and charges will be assessed regardless of the
performance of your contract. Please see “Charges and Fees–Optional Rider Charges” for more information on rider
charges.

Subject to state availability and the conditions noted below, 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 during the income phase of 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 add only one of these three riders to your
contract. Each rider has a separate charge. We do, however, reserve the right to allow the purchase of more than
one optional living benefit rider in the future, as well as the right to allow contract owners to replace the ING LifePay
Plus rider with the ING Joint LifePay Plus rider. Once elected, the riders generally may not be cancelled. You may
not remove the rider and charges will be assessed regardless of the performance of your contract. Please see “Charges
and Fees–Optional Rider Charges” for information on rider charges.

The optional riders may not be available for all investors. Please check your contract application to determine
if any are available to you. You should analyze each rider thoroughly and understand it completely before you
elect to purchase one. The optional riders do not guarantee any return of principal or premium payments and
do not guarantee performance of any specific fund under the contract. You should not purchase the ING
LifePay Plus rider with multiple owners, unless the owners are spouses. You should consult a qualified
financial adviser in evaluating the riders. Our Customer Service Center may be able to answer your questions.
The telephone number is 1-800-366-0066.

No Cancellation. Once you purchase a rider, you may not cancel it unless you a) cancel the contract during the
contract’s free look period; b) surrender; c) begin income phase payments; or d) otherwise terminate the contract
pursuant to its terms. These events automatically cancel any rider. Once the contract continues beyond the free look
period, you may not cancel the rider. The Company may, at its discretion, cancel and/or replace a rider at your request
in order to renew or reset a rider.

Termination. The optional riders are “living benefits,” which means the guaranteed benefits offered by the riders are
intended to be available to you while you are living and while your contract is in the accumulation phase. Generally,
the optional riders automatically terminate if you:

1)	Terminate your contract pursuant to its terms during the accumulation phase, surrender, or begin receiving income phase payments in lieu of payments under the 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 or if you have selected the ING Joint LifePay rider; or
3)	Change the owner of the contract.

Other circumstances that may cause a rider to terminate automatically are discussed below with each rider.

Minimum Guaranteed Income Benefit (MGIB) Rider. The MGIB rider is an optional benefit which guarantees a
minimum amount of income phase income will be available to you if you initiate income phase payments on the
MGIB Date (defined below), regardless of fluctuating market conditions. The minimum guaranteed amount of
income phase income will depend on the amount of premiums you pay during the first rider year, the amount of
contract value you allocate or transfer to Special Funds or Excluded Funds, and any withdrawals you take while the
rider is in effect. Thus, investing in Special Funds or Excluded Funds may limit the MGIB benefit.

PRO.70600-08 22

Purchase. To purchase the MGIB rider, you must be age 70 or younger on the rider date and the ten-year
waiting period must end at or prior to the latest income phase start date. Some broker dealers may limit availability of
the rider to younger ages. Generally, the MGIB rider must be purchased (i) on the contract date, or (ii) within thirty
days after the contract date. We may allow election at other times at our discretion. There is a ten-year waiting
period before you can elect income phase payments under the MGIB rider.

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

      Special Funds. The following investment options are designated as Special Funds for purposes of calculating
the MGIB Benefit Base: the American Funds Bond Portfolio, the ING Lehman Brothers U.S. Aggregate Bond Index
Portfolio, the ING Liquid Assets Portfolio, the ING Oppenheimer Strategic Income Portfolio, the ING PIMCO Core
Bond Portfolio, the ING PIMCO Total Return Portfolio, the ING Solution Income Portfolio, the PIMCO VIT Real
Return Portfolio, the ING VP Intermediate Bond Portfolio, the Fixed Account, and the Fixed Interest Division.
Please see “Covered Funds, Special Funds, and Excluded Funds.” No investment options are currently designated as
Excluded Funds.

       Charges. The charge we deduct under the MGIB Rider is 0.60% annually of the MGIB Benefit Base. The
calculation of the MGIB Benefit Base is described in “Determining the MGIB Annuity Income,” below.

How the MGIB Rider Works. Ordinarily, the amount of income that will be available to you on the income phase
start date is based on your contract value, the income phase option you selected and the guaranteed income factors in
effect on the date you start receiving income phase payments. If you purchase the MGIB rider, the amount of income
that will be available to you upon starting income phase payments on the MGIB Date is the greatest of:

1)	Your income phase income based on your contract value on the MGIB Date adjusted for any Market Value Adjustment (see Appendix C and the Fixed Account II prospectus) applied to the guaranteed income factors specified in your contract for the income phase option you selected;

2)	Your income phase income based on your contract value on the MGIB Date adjusted for any Market Value Adjustment (see Appendix C and the Fixed Account II prospectus) applied to the then-current income factors in effect for the income phase option you selected; or

3)	The MGIB annuity income based on your MGIB Benefit Base on the MGIB Date applied to the MGIB income factors specified in your rider for the MGIB annuity option you selected. Prior to applying the MGIB income factors, we will adjust the MGIB Benefit Base for any surrender charge, premium tax recovery and Market Value Adjustment (see Appendix C and the Fixed Account II prospectus) that would otherwise apply when starting the income phase.

The guaranteed factors contained in the MGIB rider generally provide lower payout per $1,000 of value applied than
the guaranteed factors found in your contract. Although the minimum income provided under the rider can be
determined in advance, the contract value in the future is unknown, so the income provided under a contract with the
MGIB rider attached may be greater or less than the income that would be provided under the contract without the
rider. Generally, the income calculated under the rider will be greater than the income provided under the contract
whenever the MGIB Benefit Base (greater of the Rollup and Ratchet Bases) is sufficiently in excess of the contract
value to offset the additional conservatism reflected in the rider’s income factors compared to those in the contract.
The income factors in the MGIB rider generally reflect a lower interest rate and more conservative mortality than the
income factors in the contract. The degree of relative excess that the income factors require to produce more income
will vary for each individual circumstance. If the contract value exceeds the MGIB Benefit Base at the time the
income phase starts, the contract will generally produce greater income than the rider. Please see Appendix H–
Examples of Minimum Guaranteed Income Benefit Calculation.

PRO.70600-08 23

The MGIB Benefit Base is only a calculation used to determine the MGIB annuity income. The MGIB Benefit Base
does not represent a contract value, nor does it guarantee performance of the subaccounts in which you are invested.
It is also not used in determining the amount of your cash surrender value and death benefits. The MGIB Benefit
Base is tracked separately for Covered, Special and Excluded Funds, based on initial allocation of eligible premium
(or contract value, if applicable) and subsequently allocated eligible premiums, withdrawals and transfers. Contract
value, rather than eligible premium is used as the initial value if the rider is added after the contract date.

Prior to your latest income phase start date, you may choose to exercise your right to receive payments under the
MGIB rider. Payments under the rider begin on the MGIB Date. We require a 10-year waiting period before you
can elect to receive payments under the MGIB rider benefit. The MGIB must be exercised in the 30-day period
prior to the end of the waiting period or any subsequent contract anniversary. At your request, the Company may in
its discretion extend the latest contract income phase start date without extending the MGIB Date.

Determining the MGIB Annuity Income. On the MGIB Date, we calculate your MGIB annuity income as
follows:

1)	We first determine your MGIB Benefit Base: The MGIB Benefit Base is equal to the greater of the MGIB Rollup Base and the MGIB Ratchet Base, which may be reduced by an amount equal to the ratio of any outstanding loan balance (where applicable) to the contract value multiplied by the MGIB Base.

	a)	Calculation of MGIB Rollup Base

		The MGIB Rollup Base is equal to the lesser of the Maximum MGIB Base and the sum of (a), (b), and (c) where:

		(a)	is the MGIB Rollup Base for Covered Funds;
		(b)	is the MGIB Rollup Base for Special Funds; and
		(c)	is the contract value of Excluded Funds.

		The Maximum MGIB Base applicable to the MGIB Rollup Base is 300% of eligible premiums adjusted pro-rata for withdrawals. This means that the Maximum MGIB Base is reduced for withdrawals by the same proportion that the withdrawal reduces the contract value. The Maximum MGIB Base is not allocated by fund category.

		The MGIB Rollup Base allocated to Covered Funds equals the eligible premiums allocated to Covered Funds, adjusted for subsequent withdrawals and transfers taken or made while the MGIB rider is in effect, accumulated at the MGIB Rate to the earlier of the oldest owner reaching age 80 and the MGIB Rollup Base reaching the Maximum MGIB Base. The MGIB Rollup Base accumulates at 0% thereafter. The MGIB Rate is currently 5%. The MGIB Rate is an annual effective rate. We may, at our discretion, discontinue offering this rate. The MGIB Rate will not change for those contracts that have already purchased the MGIB rider.

		The MGIB Rollup Base allocated to Special Funds equals the eligible premiums allocated to Special Funds, adjusted for subsequent withdrawals and transfers taken or made while the MGIB rider is in effect. The MGIB Rate does not apply to the MGIB Rollup Base allocated to Special Funds, so the MGIB Rollup Base allocated to Special Funds does not accumulate.

		The MGIB Rollup Base allocated to Excluded Funds equals the eligible premiums allocated to Excluded Funds, adjusted for subsequent withdrawals and transfers taken or made while the MGIB rider is in effect, accumulated at the MGIB rate to the earlier of the oldest owner reaching age 80 and the MGIB Rollup Base reaching the Maximum MGIB Base, and at 0% thereafter. The MGIB Rollup Base allocated to Excluded Funds is used only for transfer adjustments and rider charges. It is not included in the MGIB Rollup Base used to determine benefits.

		Eligible premiums are those premiums paid within one year of purchasing the MGIB rider. Premiums paid after that date are excluded from the MGIB Rollup Base.

PRO.70600-08 24

                 Withdrawals reduce the MGIB Rollup Base on a pro-rata basis. The percentage reduction in the MGIB
Rollup Base for each fund category (i.e. Covered, Special or Excluded) equals the percentage reduction
in contract value in that fund category resulting from the withdrawal. This means that the MGIB Rollup
Base for Covered Funds, Special Funds or Excluded Funds is reduced for withdrawals by the same
proportion that the withdrawal reduces the contract value allocated to Covered Funds, Special Funds or
Excluded Funds. For example, if the contract value in Covered Funds is reduced by 25% as the result of
a withdrawal, the MGIB Rollup Base allocated to Covered Funds is also reduced by 25% (rather than by
the amount of the withdrawal).

Because the MGIB Rollup Base is tracked separately for Covered, Special and Excluded Funds, when
you make transfers between Covered, Special Funds and Excluded Funds, there is an impact on the
MGIB Rollup Base. Net transfers between Covered Funds and Special Funds will reduce the MGIB
Rollup Base allocated to Covered Funds or Special Funds, as applicable, on a pro-rata basis. This
means that the MGIB Rollup Base allocated to Covered Funds or Special Funds will be reduced by the
same percentage as the transfer bears to the contract value allocated to Covered Funds or Special Funds.
For example, if the contract value in Covered Funds is reduced by 25% as the result of the transfer, the
MGIB Rollup Base allocated to Covered Funds is also reduced by 25% (rather than by the amount of the
transfer). The resulting increase in the MGIB Rollup Base allocated to Special or Excluded Funds, as
applicable, will equal the reduction in the MGIB Rollup Base allocated to Covered Funds. Transfers
from Special Funds to Covered Funds are treated in the same way.

Net transfers from Excluded Funds will reduce the MGIB Rollup Base allocated to Excluded Funds on a
pro-rata basis. The resulting increase in the MGIB Rollup Base allocated to Covered or Special Funds,
as applicable, will equal the lesser of the contract value transferred and the reduction in the MGIB
Rollup Base allocated to Excluded Funds.

             b)   Calculation of MGIB Ratchet Benefit Base

The MGIB Ratchet Benefit Base is equal to the sum of (a) and (b) where:

(a) is the MGIB Ratchet Base for Covered Funds and Special Funds; and

(b)   is the contract value for Excluded Funds.

The MGIB Ratchet Base for Covered Funds, Special Funds and Excluded Funds equals:

· On the rider date, eligible premiums or the contract value (if the rider is added after the contract
date) allocated to Covered Funds, Special Funds and Excluded Funds;

· On each contract anniversary date prior to attainment of age 90, the MGIB Ratchet Base for
Covered Funds, Special Funds and Excluded Funds is set equal to the greater of:



1) the current contract value allocated to Covered Funds, Special Funds and Excluded Funds
(after any deductions occurring on that date); and

2) the MGIB Ratchet Base for Covered Funds, Special Funds and Excluded Funds from the prior
contract anniversary date, adjusted for any new eligible premiums and withdrawals attributable
to Covered Funds, Special Funds or Excluded Funds and transfers.

· At other times, the MGIB Ratchet Base for Covered Funds, Special Funds and Excluded Funds is
the MGIB Ratchet Base from the prior contract anniversary date, adjusted for subsequent eligible
premiums and withdrawals attributable to Covered Funds, Special Funds or Excluded Funds and
transfers.

The MGIB Ratchet Base allocated to Excluded Funds is used only for transfer adjustments and
rider charges. It is not included in the MGIB Ratchet Benefit Base used to determine benefits.

PRO.70600-08 25

2)	Then we determine the MGIB income phase income by multiplying your MGIB Benefit Base (adjusted for any Market Value Adjustment (see Appendix C and the Fixed Account II prospectus), surrender charge and premium taxes) by the income factor, and then divide by $1,000.

MGIB Income Options
The following are the MGIB Income Options available under the MGIB Rider:

(i)	Income for Life (Single Life or Joint with 100% Survivor) and 10-20 years certain;

(ii)	Income for 20-30 years certain; and

(iii)	Any other income option offered by the Company in conjunction with the MGIB rider on the MGIB Date.

Once during the life of the contract, you have the option to elect to apply up to 50% of the MGIB Benefit Base to one
of the MGIB Income Options available under the rider. This option may only be exercised on a contract anniversary
at or after the end of the waiting period. The portion of the MGIB Benefit Base so applied will be used to determine
the MGIB income, as is otherwise described in the prospectus. The contract value will be reduced on a pro-rata basis.
Any subsequent exercise of your right to receive payments under the MGIB rider must be for 100% of the remaining
value. The election of partial payments under the MGIB Benefit Base does not affect your right to initiate the income
phase under the contract without regard to the rider. The amount applied to these partial payments will be treated as a
withdrawal for purposes of adjusting contract and rider values.

Please note that if you elect partial income payments, they will be tax reported as withdrawals. Please consult your tax
adviser before making this election, as the taxation of this election is uncertain.

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

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

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

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

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

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

PRO.70600-08 26

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

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.

Please Note: For contracts issued on and after August 20, 2007 through April 28, 2008 with the ING LifePay Plus
rider, please see Appendix K for more information. For contracts issued before August 20, 2007 with the ING
LifePay rider, please see Appendix L for more information.

Purchase. Beginning on or after April 28, 2008, subject to state approval, you may purchase the ING LifePay Plus
rider. 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 (owner and annuitant
must age qualify). 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 rider effective date. The ING LifePay Plus rider is subject to broker/dealer availability. The ING
LifePay Plus rider will not be issued until your contract value is allocated in accordance with the investment
option restrictions described in “Investment Option Restrictions,” below.

Contracts issued on and after January 1, 2008 are eligible for the ING LifePay Plus rider, subject to the conditions,
requirements and limitations of the prior paragraph, provided a living benefit rider has not been issued under such
contracts. If your contract already has a prior version of the ING LifePay or ING LifePay Plus rider, you may be
eligible to elect this version of the ING LifePay Plus rider for a limited time. There is an election form for this
purpose. Please contact the Customer Service Center for more information.

    Rider Effective Date. The rider effective date is the date coverage under the ING LifePay Plus rider begins. If you
    purchase the ING LifePay Plus rider when the contract is issued, the rider effective date is also the contract date. If
    you purchase the ING LifePay Plus rider after contract issue, the rider effective date will be the date of the
    contract’s next following quarterly contract anniversary. A quarterly contract anniversary occurs each quarter of a
    contract year from the contract date

Highlights. This paragraph introduces the terminology used with the ING LifePay Plus rider and how its components
generally work together. Benefits and guarantees are subject to the terms, conditions and limitations of the ING
LifePay Plus rider. More detailed information follows below, with capitalized words that are underlined indicating
headings for ease of reference. The ING LifePay Plus rider guarantees an amount available for withdrawal from the
contract in any contract year once the Lifetime Withdrawal Phase begins -- we use the ING LifePay Plus Base as part
of the calculation of the Maximum Annual Withdrawal. The guarantee continues when the ING LifePay Plus rider
enters Lifetime Automatic Periodic Benefit Status, at which time we will pay you periodic payments in an annual
amount equal to the Maximum Annual Withdrawal (since contract value would be zero) until the annuitant’s death.
The ING LifePay Plus Base is eligible for Quarterly Ratchets and 7% Compounding Step-Ups, and subject to
adjustment for any Excess Withdrawals. The ING LifePay Plus rider has an allowance for withdrawals from a
contract subject to the Required Minimum Distribution rules of the Tax Code that would otherwise be Excess
Withdrawals. The ING LifePay Plus rider has a death benefit that is payable upon the contract owner’s death only
when the ING LifePay Plus Death Benefit Base is greater than the contract’s death benefit. The ING LifePay Plus
rider allows for spousal continuation.

     ING LifePay Plus Base. The ING LifePay Plus Base is first calculated when you purchase the ING LifePay Plus
rider: (a) On the contract date, it is equal to the initial premium; and (b) After the contract date, it is equal to the
contract value on the effective date of the rider.

PRO.70600-08 27

The ING LifePay Plus Base is increased, dollar for dollar, by any subsequent premiums. We refer to the ING LifePay
Plus Base as the MGWB Base in the ING LifePay Plus rider.

     Withdrawals and Excess Withdrawals. Once the Lifetime Withdrawal Phase begins, withdrawals within a
contract year up to the Maximum Annual Withdrawal, including for payment of third-party investment advisory fees,
have no impact on the ING LifePay Plus Base. These withdrawals will not incur surrender charges or a negative
Market Value Adjustment associated with any Fixed Account allocations. For example, assume the current contract
value is $90,000 on a contract with the ING LifePay Plus rider in the Lifetime Withdrawal Phase. The ING LifePay
Plus Base is $100,000, and the Maximum Annual Withdrawal is $5,000. Even though a withdrawal of $5,000 would
reduce the contract value to $85,000, the ING LifePay Plus Base would remain at its current level (as would the
Maximum Annual Withdrawal as well) since the withdrawal did not exceed the Maximum Annual Withdrawal. See
below for more information about the Maximum Annual Withdrawal.

An Excess Withdrawal is either a) a withdrawal before the Lifetime Withdrawal Phase begins (except for payment of
third-party investment advisory fees); or b) once the Lifetime Withdrawal Phase begins, any portion of a withdrawal
during a contract year that exceeds the Maximum Annual Withdrawal. An Excess Withdrawal will cause a pro-rate
reduction of the ING LifePay Plus Base -- in the same proportion as contract value is reduced by the portion of the
withdrawal that is considered excess, inclusive of surrender charges or Market Value Adjustment associated with any
Fixed Account allocations (rather than the total amount of the withdrawal). An Excess Withdrawal will also cause the
Maximum Annual Withdrawal to be recalculated. See Appendix I, Illustration 1, 2, and 6 for examples of the
consequences of an excess withdrawal.

Please not that any withdrawals before the rider effective date in the same contract year when the ING LifePay Plus
rider is added after contract issue are counted in calculating your withdrawals in that contract year to determine
whether the Maximum Annual Withdrawal has been exceeded.

     Quarterly Ratchet. The ING LifePay Plus Base is recalculated on each quarterly contract anniversary (once each
quarter of a contract year from the contract date) -- to equal the greater of: a) the current ING LifePay Plus Base; or b)
the current contract value. We call this recalculation a Quarterly Ratchet.

Once the Lifetime Withdrawal Phase begins, we reserve the right to increase the charge for the ING LifePay Plus
rider upon a Quarterly Ratchet. You will never pay more than new issues of the ING LifePay Plus rider, subject to the
maximum annual charge, and we will not increase this charge for your first five years after the rider effective date.
We will notify you in writing not less than 30 days before a charge increase. You may avoid the charge increase by
canceling the forthcoming Quarterly Ratchet. Our written notices will outline the procedure you will need to follow to
do so. Please note, however, that from then on the ING LifePay Plus Base would no longer be eligible for any
Quarterly Ratchets, so the Maximum Annual Withdrawal percentage would not be eligible to increase. More
information about the Maximum Annual Withdrawal Percentage is below under “Maximum Annual Withdrawal.”
Our written notice will also remind you of the consequences of canceling the forthcoming Quarterly Ratchet.

     7% Compounding Step-Up. The ING LifePay Plus Base is recalculated on each of the first ten contract
anniversaries after the rider effective date SO LONG AS no withdrawals were taken during the preceding contract
year. The recalculated ING LifePay Plus Base will equal the greatest of a) the current ING Life Pay Plus Base; b) the
current contract value; and c) the ING LifePay Plus Base on the previous contract anniversary, increased by 7%, plus
any premiums received and minus any withdrawals for payment of third-party investment advisory fees since the
previous contract anniversary. We call this recalculation a 7% Compounding Step-Up.

Please note there are no partial 7% Compounding Step-Ups. The 7% Compounding Step-Up is not pro-rated. For
riders added to existing contracts (a post contract issuance election), the first opportunity for a 7% Compounding
Step-Up will not be until the first contract anniversary after a full contract year has elapsed since the rider effective
date.

For example, assume a contract owner decides to add the ING LifePay Plus rider on March 15, 2008 to a contract that
was purchased on January 1, 2008. The rider effective date is April 1, 2008, which is the date of the contract’s next
following quarterly contract anniversary. Because on January 1, 2009 a full contract year will not have elapsed since
the rider effective date, the ING LifePay Plus Base will not be eligible for a step-up. Rather, the first opportunity for
a step-up with this contract will be on January 1, 2010.

PRO.70600-08 28

Lifetime Withdrawal Phase. The Lifetime Withdrawal Phase begins on the date of your first withdrawal (except
those for payment of third-party investment advisory fees), SO LONG AS the annuitant is age 59½. On this date, the
ING LifePay Plus Base is recalculated to equal the greater of the current ING LifePay Plus Base or the current
contract value. The Lifetime Withdrawal Phase will continue until the earliest of:

1)	the date income phase payments begin (see “The Income Phase”);

2)	reduction of the contract value to zero by an Excess Withdrawal;

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

4)	the surrender 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.

The ING LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status in the even contract value is reduced to
zero other than by an Excess Withdrawal. Please see “Lifetime Automatic Periodic Benefit Status” below for more
information.

Maximum Annual Withdrawal. The Maximum Annual Withdrawal is the amount that the ING LifePay Plus rider
guarantees to be available for withdrawal from the contract in any contract year. The Maximum Annual Withdrawal
is first calculated when the Lifetime Withdrawal Phase begins and equals the Maximum Annual Withdrawal
percentage of 5% multiplied by the ING LifePay Plus Base. The Maximum Annual Withdrawal is thereafter
recalculated whenever the ING LifePay Plus Base is recalculated (for example, upon a Quarterly Ratchet or 7%
Compounding Step-Up).

In the event that on the date the Lifetime Withdrawal Phase begins the contract value is greater than the ING LifePay
Plus Base, then before the Maximum Annual Withdrawal is first calculated, the ING LifePay Plus Base will be set
equal to the contract value. The greater the ING LifePay Plus Base, the greater the amount will be available to you for
withdrawal under the ING LifePay Plus rider in calculating the Maximum Annual Withdrawal for the first time. In
addition, if the contract’s income phase commencement date is reached while the ING LifePay Plus rider is in the
Lifetime Withdrawal Phase, you may elect a life only income phase option, in lieu of the contract’s other income
phase options, under which we will pay the greater of the income phase payout under the contract and the equal
payments of the Maximum Annual Withdrawal. For more information about the contract’s income phase options, see
“The Income Phase.”

Required Minimum Distributions. The ING LifePay Plus rider allows for withdrawals from a contract subject to
the Required Minimum Distribution rules of the Tax Code that exceed the Maximum Annual Withdrawal without
causing a pro-rata reduction of the ING LifePay Plus Base and recalculation of the Maximum Annual Withdrawal. 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, then an Additional
Withdrawal Amount will be set equal to that portion of the Required Minimum Distribution that exceeds the
Maximum Annual Withdrawal. Once you have taken the Maximum Annual Withdrawal for the then current contract
year, the dollar amount of any additional withdrawals 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 -- without constituting an Excess Withdrawal.

See Appendix I, Illustration 3.

PRO.70600-08 29

Withdrawals that exceed the Maximum Annual Withdrawal and all available Additional Withdrawal Amounts are
Excess Withdrawals that will cause a pro-rata reduction of the ING LifePay Plus Base and the Maximum Annual
Withdrawal to be recalculated. See Appendix I, Illustration 5 for an example of the consequences of an Excess
Withdrawal with an Additional Withdrawal Amount. The Additional Withdrawal Amount is available on a calendar
year basis and recalculated every January, reset to equal that portion of the Required Minimum Distribution for that
calendar year that exceeds the Maximum Annual Withdrawal on that date. Any unused amount of the Additional
Withdrawal Amount carries over into the next calendar year and is available through the end of that year, at which
time any amount remaining will expire. See Appendix H, Illustration 4 for an example of the Additional Withdrawal
Amount being carried over. Please note that there is no adjustment to the Additional Withdrawal Amount for
Quarterly Ratchets or upon spousal continuation of the ING LifePay Plus Rider.

Lifetime Automatic Periodic Benefit Status. The ING LifePay Plus rider enters Lifetime Automatic Periodic
Benefit Status when your contract value is reduced to zero other than by an Excess Withdrawal (a withdrawal in
excess of the Maximum Annual Withdrawal that causes your contract value to be reduced to zero will terminate the
ING LifePay Plus rider). You will no longer be entitled to make withdrawals, but instead will begin 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 (including death benefits) other than as provided under the ING LifePay Plus rider;

2)	No further premium payments will be accepted; and

3)	Any other riders issued with 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.

If, when the ING LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status, your net withdrawals to date
are less than the Maximum Annual Withdrawal for that contract year, then we will pay you the difference
immediately. The periodic payments will begin on the first contract anniversary following the date the rider enters
Lifetime Automatic Periodic Benefit Status and will continue to be paid annually thereafter.

In the event contract value is reduced to zero before the Lifetime Withdrawal Phase begins, Lifetime Automatic
Periodic Benefit Status is deferred until the contract anniversary on or after the annuitant is age 59½. During this
time, the ING LifePay Plus rider’s death benefit remains payable upon the annuitant’s death, and the ING LifePay
Plus rider remains eligible for the 7% Compounding Step-Ups. Once the ING LifePay Plus rider enters the Lifetime
Automatic Periodic Benefit Status, periodic payments will begin in an annual amount equal to 5% (the Maximum
Annual Withdrawal percentage) multiplied by the ING LifePay Plus Base.

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 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 annually, then the payments will be made on each following contract anniversary.

PRO.70600-08 30

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. We impose these investment option restrictions in order to lesser
the likelihood we would have to make payments under this rider. We require these allocations regardless of your
investment instructions under the contract. The ING LifePay Plus rider will not be issued until your contract value is
allocated in accordance with these investment option restrictions. The timing of when and how we apply these
investment option restrictions is discussed further below.

Accepted Funds. Currently, the Accepted Funds are:

ING Franklin Templeton Founding Strategy Portfolio
ING Liquid Assets Portfolio
ING Solution Income Portfolio
ING Solution 2015 Portfolio
ING Solution 2025 Portfolio
ING Solution 2035 Portfolio
ING T. Rowe Price Capital Appreciation Portfolio
ING WisdomTree^SMGlobal High-Yielding Equity Index Portfolio
Fixed Account II
Fixed Interest Division.

         No rebalancing is necessary if the contract value is allocated entirely to Allocated Funds. 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. Currently, the Fixed Allocation Funds are:

ING American Funds Bond Portfolio
ING Lehman Brothers U.S. Aggregate Bond Index Portfolio
ING VP Intermediate Bond Portfolio.

You must allocate your contract value to one or more Fixed Allocated Funds. We consider the ING VP
Intermediate Bond Portfolio to be the default Fixed Allocation Fund in connection with Fixed Allocation Funds
Automatic Rebalancing.

If the rider is not continued under the spousal continuation right when available, a 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;

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

PRO.70600-08 31

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 J–
Examples of Fixed Allocation Fund Automatic Rebalancing.” You will be notified that Fixed Allocation Funds
Automatic Rebalancing has occurred, along with your new allocations, by a confirmation statement that will be
mailed to you after Fixed Allocation Funds Automatic Rebalancing has occurred.

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

      Death of Owner or Annuitant. The ING LifePay Plus rider terminates (with the rider’s charges pro-rated) 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. Also, an ING LifePay Plus rider that is in Lifetime Automatic Periodic Benefit Status terminates on
the date of the annuitant’s death.

      ING LifePay Plus Death Benefit Base. The ING LifePay Plus rider has a death benefit that is payable upon
the owner’s death only when the ING LifePay Plus Death Benefit Base is greater than the contract’s death benefit.
The ING LifePay Plus Death Benefit Base is first calculated when you purchase the ING LifePay Plus rider. If the
ING LifePay Plus rider is purchased on the contract date, the initial ING LifePay Plus Death Benefit Base is equal
to the initial premium. If the ING LifePay Plus rider as purchased after the contract date, the initial ING LifePay
Plus Death Benefit Base is equal to the contract value on the rider effective date.

The ING LifePay Plus Death Benefit Base is increased by the dollar amount of any subsequent premiums and
subject to any withdrawal adjustments. The ING LifePay Plus Death Benefit Base is reduced by the dollar amount
of any withdrawals for the payment of third-party investment advisory fees before the Lifetime Withdrawal Phase
beings, and for any withdrawals once the Lifetime Withdrawal Phase begins that are not Excess Withdrawals,
including withdrawals for payment of third-party investment advisory fees. The ING LifePay Plus Death Benefit
Base is subject to a pro-rata reduction for an Excess Withdrawal. Please see “Withdrawals and Excess
Withdrawals” for more information.

There is no additional charge for the death benefit associated with the ING LifePay Plus rider. Please note that the
ING LifePay Plus Death Benefit Base is not eligible to participate in Quarterly Ratchets or 7% Compounding Step-
Ups.

In the event the ING LifePay Plus Death Benefit Base is greater than zero when the ING LifePay Plus rider enters
Lifetime Automatic Periodic Benefit Status, each periodic payment reduces the ING LifePay Plus Death Benefit
Base dollar for dollar until the earlier of the ING LifePay Plus Death Benefit Base being reduced to zero or the
annuitant’s death. Upon the annuitant’s death, any remaining ING LifePay Plus death benefit is payable to the
beneficiary in a lump sum.

      Spousal Continuation. 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. At that date, the ING LifePay Plus Base is
recalculated to equal the contract value, inclusive of the guaranteed death benefit -- UNLESS the continuing spouse
is a joint owner and the original annuitant, OR the Lifetime Withdrawal Phase has not yet begun. In these cases, the
ING LifePay Plus Base is recalculated to equal the greater of a) the contract value, inclusive of the guaranteed
death benefit; and b) the last-calculated ING LifePay Plus Base, subject to pro-rata adjustment for any withdrawals
before spousal continuation.

PRO.70600-08 32

The Maximum Annual Withdrawal is also recalculated; however, there is no Maximum Annual Withdrawal upon
spousal continuation until the Lifetime Withdrawal Phase begins on the date of the first withdrawal after spousal
continuation, SO LONG AS the annuitant is age 59½. The Maximum Annual Withdrawal is recalculated to equal
5% (the Maximum Annual Withdrawal percentage) multiplied by the ING LifePay Plus Base. There is no
adjustment to the Additional Withdrawal Amount upon spousal continuation of the ING LifePay Plus rider for a
contract subject to the Required Minimum Distribution rules of the Tax Code. Any withdrawals before the contract
owner’s death and spousal continuation are counted in calculating you withdrawals in that contract year to
determine whether the Maximum Annual Withdrawal has been exceeded.

Please note, if the contract value is greater than the ING LifePay Plus Base on the date the Lifetime Withdrawal
Phase begins, then the ING LifePay Plus Base will be set equal to the contract value before the Maximum Annual
Withdrawal is first calculated. Also, upon spousal continuation, the ING LifePay Plus Death Benefit Base equals
the ING LifePay Plus Death Benefit Base before the contract owner’s death, subject to any pro-rata adjustment for
withdrawals before spousal continuation of the rider.

Contrary to the ING Joint LifePay Plus rider, spousal continuation of the ING LifePay Plus rider would likely NOT
take effect at the same time as the contract is continued. As noted above, the ING LifePay Plus rider provides for
spousal continuation only on a quarterly contract anniversary (subject to the spouse becoming the annuitant and
sole owner). So if you are concerned about the availability of benefits being interrupted with spousal continuation
of the ING LifePay Plus rider, you might instead want to purchase the ING Joint LifePay Plus rider.

Change of Owner or Annuitant. The ING LifePay Plus rider terminates (with the rider’s charge pro-rated) upon
an ownership change or change of annuitant, except for:

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;

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

9)	change of owner pursuant to a court order.

      Surrender Charges. Once the Lifetime Withdrawal Phase begins, your withdrawals within a contract year up to
the Maximum Annual Withdrawal (and any applicable Additional Withdrawal Amount) are not subject to surrender
charges. We waive any surrender charges otherwise applicable to your withdrawal in a contract year that are less than
or equal to the Maximum Annual Withdrawal. Excess Withdrawals are subject to surrender charges, whether or not
the Lifetime Withdrawal Phase has begun. Once your contract value is reduced to zero, any periodic payments under
the ING LifePay Plus rider are not subject to surrender charges. Moreover, with no contract value, none of your
contract level recurring charges (e.g., the Mortality and Expense Risk Charge) would be deducted.

      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.”

PRO.70600-08 33

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.

Please Note: For contracts issued on and after August 20, 2007 through April 28, 2008 with the ING Joint LifePay
Plus rider, please see Appendix K for more information. For contracts issued before August 20, 2007 with the ING
Joint LifePay rider, please see Appendix L for more information.

Purchase. Beginning on and after April 28, 2008, subject to state approval, you may purchase the ING Joint
LifePay Plus rider. The ING Joint LifePay Plus rider is only available for purchase by individuals who are married at
the time of purchase (spouses) and eligible to elect spousal continuation (as defined by the Tax Code) of the contract
when the death benefit becomes payable, subject to the owner, annuitant, and beneficiary requirements below. The
maximum issue age is 80. Both spouses must meet these issue age requirements. The issue age is the age of the
owners on the rider effective date. The ING Joint LifePay Plus rider is subject to broker/dealer availability. Please
note that the ING Joint LifePay Plus rider will not be issued unless the required owner, annuitant, and
beneficiary designations are met, and until your contract value is allocated in accordance with the investment
option restrictions described in “Investment Option Restrictions,” below.

Contracts issued on or after January 1, 2008 are eligible for the ING Joint LifePay Plus rider, subject to the
conditions, requirements, and limitations of the prior paragraph, provided a living benefit rider has not been issued
under such contracts. If your contract already has a prior version of the ING Joint LifePay or ING Joint LifePay Plus
rider, you may be eligible to elect this version of the ING Joint LifePay Plus rider for a limited time. There is an
election form for this purpose. Please contact the 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.

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 beneficial owner of the custodial IRA. We
require the custodian to provide us the name and date of birth of both the owner and the owner’s spouse.

Rider Effective Date. The rider effective date is the date coverage under the ING Joint LifePay Plus rider
begins. If you purchase the ING Joint LifePay Plus rider when the contract is issued, the ING Joint LifePay Plus rider
effective date is also the contract date. If the ING LifePay Plus rider is added after contract issue, the rider effective
date is the date of the contract’s next following quarterly contract anniversary. A quarterly contract anniversary
occurs each quarter of a contract year from the contract date.

PRO.70600-08 34

Active Spouse. An Active Spouse is the person (people) upon whose life and age the guarantees are calculated
under the ING Joint LifePay Plus rider. There must be two Active Spouses when you purchase the ING Joint LifePay
Plus rider, who are married to each other and are joint owners, or, for a contract with only one owner, the spouse must
be the sole primary beneficiary. You cannot add an Active Spouse after the rider effective date. In general, changes to
the ownership of the contract, or changes to the annuitant and/or beneficiary designations, will result in one spouse
being deactivated (the spouse is thereafter “inactive”). An inactive spouse is not eligible to exercise any rights or
receive any benefits under the ING Joint LifePay Plus rider, including continuing the ING Joint LifePay Plus rider
upon spousal continuation of the contract. Once an Active Spouse is deactivated, the spouse may not become an
Active Spouse again. Specific situations that will result in an Active Spouse being deactivated include:

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); and

3)	A spouse’s death.

An owner may also request that one spouse be treated as inactive. Both contract owners must agree to such a request
when there are joint owners. However, all charges for the ING Joint LifePay Plus rider will continue to apply,
even after a spouse is deactivated, 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.

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

     Highlights. This paragraph introduces the terminology used with the ING Joint LifePay Plus rider and how its
components generally work together. Benefits and guarantees are subject to the terms, conditions and limitations of
the ING Joint LifePay Plus rider. More detailed information follows below, with capitalized words that are
underlined indicating headings for ease of reference. The ING Joint LifePay Plus rider guarantees an amount
available for withdrawal from the contract in any contract year once the Lifetime Withdrawal Phase begins -- we use
the ING Joint LifePay Plus Base as part of the calculation of the Maximum Annual Withdrawal. The guarantee
continues when the ING Joint LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status, at which time we
will pay you periodic payments in an annual amount equal to the Maximum Annual Withdrawal (since contract value
would be zero) until the last Active Spouse’s death. The ING Joint LifePay Plus Base is eligible for Quarterly
Ratchets and 7% Compounding Step-Ups, and subject to adjustment for any Excess Withdrawals. The ING Joint
LifePay Plus rider has an allowance for withdrawals from a contract subject to the Required Minimum Distribution
rules of the Tax Code that would otherwise be Excess Withdrawals. The ING Joint LifePay Plus rider has a death
benefit that is payable upon the contract owner’s death only when the ING Joint LifePay Plus Death Benefit Base is
greater than the contract’s death benefit. The ING Joint LifePay Plus rider allows for spousal continuation.

     ING Joint LifePay Plus Base. The ING Joint LifePay Plus Base is first calculated when you purchase the ING
Joint LifePay Plus rider: (a) On the contract date, it is equal to the initial premium; and (b) After the contract date, it
is equal to the contract value on the effective date of the rider.

The ING Joint LifePay Plus Base is increased, dollar for dollar, by any subsequent premiums. We refer to the ING
Joint LifePay Plus Base as the MGWB Base in the ING Joint LifePay Plus rider.

     Withdrawals and Excess Withdrawals. Once the Lifetime Withdrawal Phase begins, withdrawals within a
contract year up to the Maximum Annual Withdrawal, including for payment of third-party investment advisory fees,
have no impact on the ING Joint LifePay Plus Base. These withdrawals will not incur surrender charges or a negative
Market Value Adjustment associated with any Fixed Account allocations. For example, assume the current contract
value is $90,000 on a contract with the ING Joint LifePay Plus rider in the Lifetime Withdrawal Phase. The ING Joint
LifePay Plus Base is $100,000, and the Maximum Annual Withdrawal is $5,000. Even though a withdrawal of $5,000
would reduce the contract value to $85,000, the ING Joint LifePay Plus Base would remain at its current level (as
would the Maximum Annual Withdrawal as well) since the withdrawal did not exceed the Maximum Annual
Withdrawal. See below for more information about the Maximum Annual Withdrawal.

PRO.70600-08 35

An Excess Withdrawal is a withdrawal either before the Lifetime Withdrawal Phase begins (except for payment of
third-party investment advisory fees), or once the Lifetime Withdrawal Phase begins, any portion of a withdrawal
during a contract year that exceeds the Maximum Annual Withdrawal. An Excess Withdrawal will cause a pro-rate
reduction of the ING Joint LifePay Plus Base -- in the same proportion as contract value is reduced by the portion of
the withdrawal that is considered excess, inclusive of surrender charges, or Market Value Adjustment associated with
any Fixed Account allocations (rather than the total amount of the withdrawal). An Excess Withdrawal will also cause
the Maximum Annual Withdrawal to be recalculated. See Appendix I, Illustration 1, 2, and 6 for examples of the
consequences of an Excess Withdrawal.

Please note that any withdrawals before the rider effective date in the same contract year when the ING Joint LifePay
Plus rider is added after contract issue are counted in calculating your withdrawals in that contract year to determine
whether the Maximum Annual Withdrawal has been exceeded.

     Quarterly Ratchet. The ING Joint LifePay Plus Base is recalculated on each quarterly contract anniversary (once
each quarter of a contract year from the contract date) -- to equal the greater of: a) the current ING Joint LifePay Plus
Base; or b) the current contract value. We call this recalculation a Quarterly Ratchet.

Once the Lifetime Withdrawal Phase begins, we reserve the right to increase the charge for the ING Joint LifePay
Plus rider upon a Quarterly Ratchet. You will never pay more than new issues of the ING Joint LifePay Plus rider,
subject to the maximum annual charge, and we will not increase this charge for your first five years after the rider
effective date. We will notify you in writing not less than 30 days before a charge increase. Our written notice will
outline the procedure you will need to follow to do so. You may avoid the charge increase by canceling the
forthcoming Quarterly Ratchet. Please note, however, that from then on the ING Joint LifePay Plus Base would no
longer be eligible for any Quarterly Ratchets, so the Maximum Annual Withdrawal percentage would not be eligible
to increase. More information about the Maximum Annual Percentage is below under “Maximum Annual
Withdrawal.” Our written notice will also remind you of the consequences of canceling the forthcoming Quarterly
Ratchet.

     7% Compounding Step-Up. The ING Joint LifePay Plus Base is recalculated on each of the first ten contract
anniversaries after the rider effective date, SO LONG AS no withdrawals were taken during the preceding contract
year. The recalculated ING Joint LifePay Plus Base will equal the greatest of a) The current ING Joint LifePay Plus
Base; b) The current contract value; and c) The ING Joint LifePay Plus Base on the previous contract anniversary,
increased by 7%, plus any premiums received and minus any withdrawals for payment of third-party investment
advisory fees since the previous contract anniversary. We call this recalculation a 7% Compounding Step-Up.

Please note there are no partial 7% Compounding Step-Ups. The 7% Compounding Step-Up is not pro-rated. For
riders added to existing contracts (a post contract issuance election), the first opportunity for a 7% Compounding
Step-Up will not be until the first contract anniversary after a full contract year has elapsed since the rider effective
date.

For example, assume a contract owner decides to add the ING Joint LifePay Plus rider on March 15, 2008 to a
contract that was purchased on January 1, 2008. The rider effective date is April 1, 2008, which is the date of the
contract’s next following quarterly contract anniversary. Because on January 1, 2009 a full contract year will not have
elapsed since the rider effective date, the ING Joint LifePay Plus Base will not be eligible for a step-up. Rather, the
first opportunity for a step-up with this contract will be on January 1, 2010.

     Lifetime Withdrawal Phase. The Lifetime Withdrawal Phase begins on the date of your first withdrawal (except
those for payment of third-party investment advisory fees), SO LONG AS the youngest Active Spouse is age 65. On
this date, the ING Joint LifePay Plus Base is recalculated to equal the greater of the current ING Joint LifePay Plus
Base or the current contract value. The Lifetime Withdrawal Phase will continue until the earliest of:

1)	the date income phase payments begin (see “The Income Phase);

2)	reduction of the contract value to zero by an Excess Withdrawal;

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

PRO.70600-08 36

4)	the surrender 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 is an Active Spouse who elects to continue the contract; or

6)	the last Active Spouse dies.

The ING Joint LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status in the even contract value is
reduced to zero other than by an Excess Withdrawal. Please see “Lifetime Automatic Periodic Benefit Status” below
for more information.

Maximum Annual Withdrawal. The Maximum Annual Withdrawal is the amount that the ING Joint LifePay Plus
rider guarantees to be available for withdrawal from the contract in any contract year. The Maximum Annual
Withdrawal is first calculated when the Lifetime Withdrawal Phase begins and equals the Maximum Annual
Withdrawal percentage of 5% multiplied by the ING Joint LifePay Plus Base. The Maximum Annual Withdrawal is
thereafter recalculated whenever the ING Joint LifePay Plus Base is recalculated (for example, upon a Quarterly
Ratchet or 7% Compounding Step-Ups).

In the event on the date the Lifetime Withdrawal Phase begins the contract value is greater than the ING Joint LifePay
Plus Base, then before the Maximum Annual Withdrawal is first calculated, the ING Joint LifePay Plus Base will be
set equal to the contract value. The greater the ING Joint LifePay Plus Base, the greater the amount will be available
to you for withdrawal under the ING Joint LifePay Plus rider in calculating the Maximum Annual Withdrawal for the
first time. In addition, if the contract’s income phase commencement date is reached while the ING Joint LifePay Plus
rider is in the Lifetime Withdrawal Phase, you may elect a life only income phase option, in lieu of the contract’s
other income phase options, under which we will pay the greater of the income phase payout under the contract and
the equal payments of the Maximum Annual Withdrawal. For more information about the contract’s income phase
options, see “The Income Phase.”

Required Minimum Distributions. The ING Joint LifePay Plus rider allows for withdrawals from a contract
subject to the Required Minimum Distribution rules of the Tax Code that exceed the Maximum Annual Withdrawal
without causing a pro-rata reduction of the ING Joint LifePay Plus Base and recalculation of the Maximum Annual
Withdrawal. 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, then an
Additional Withdrawal Amount will be set equal to that portion of the Required Minimum Distribution that exceeds
the Maximum Annual Withdrawal. Once you have taken the Maximum Annual Withdrawal for the then current
contract year, the dollar amount of any additional withdrawals 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 -- without constituting an Excess Withdrawal.

See Appendix I, Illustration 3 for an example.

Withdrawals that exceed the Maximum Annual Withdrawal and all available Additional Withdrawal Amounts are
Excess Withdrawals that will cause a pro-rata reduction of the ING Joint LifePay Plus Base and the Maximum
Annual Withdrawal to be recalculated. See Appendix I, Illustration 5 for an example of the consequences of an
Excess Withdrawal with an Additional Withdrawal Amount. The Additional Withdrawal Amount is available on a
calendar year basis and recalculated every January, reset to equal that portion of the Required Minimum Distribution
for that calendar year that exceeds the Maximum Annual Withdrawal on that date. Any unused amount of the
Additional Withdrawal Amount carries over into the next calendar year and is available through the end of that year,
at which time any amount remaining will expire. See Appendix I, Illustration 4 for an example of the Additional
Withdrawal Amount being carried over. Please note that there is no adjustment to the Additional Withdrawal
Amount for Quarterly Ratchets or upon spousal continuation of the ING Joint LifePay Plus Rider.

PRO.70600-08 37

Lifetime Automatic Periodic Benefit Status. The ING Joint LifePay Plus rider enters Lifetime Automatic
Periodic Benefit Status when your contract value is reduced to zero other than by an Excess Withdrawal (a
withdrawal in excess of the Maximum Annual Withdrawal that causes your contract value to be reduced to zero will
terminate the ING Joint LifePay Plus rider). You will no longer be entitled to make withdrawals, but instead will
begin 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 (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 issued with 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 last Active Spouse’s death.

If, when the ING Joint LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status, your net withdrawals to
date are less than the Maximum Annual Withdrawal for that contract year, then we will pay you the difference
immediately. The periodic payments will begin on the first contract anniversary following the date the rider enters
Lifetime Automatic Periodic Benefit Status and will continue to be paid annually thereafter.

In the event contract value is reduced to zero before the Lifetime Withdrawal Phase begins, Lifetime Automatic
Periodic Benefit Status is deferred until the contract anniversary on or after the youngest Active Spouse is age 65.
During this time, the ING Joint LifePay Plus rider’s death benefit remains payable upon the last Active Spouse’s
death, and the ING Joint LifePay Plus rider remains eligible for the 7% Compounding Step-Ups. Once the ING Joint
LifePay Plus rider enters the Lifetime Automatic Periodic Benefit Status, periodic payments will begin in an annual
amount equal to 5% (the Maximum Annual Withdrawal percentage) multiplied by the ING Joint LifePay Plus Base.

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 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 annually, then the payments will be made on each following contract anniversary.

Investment Option Restrictions. 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. We impose these investment option restrictions in order to
lessen the likelihood we would have to make payments under this rider. We require these allocations regardless of
your investment instructions to the contract. The ING Joint LifePay Plus rider will not be issued until your contract
value is allocated in accordance with these investment options restrictions. The timing of when and how we apply
these restrictions is discussed further below.

PRO.70600-08 38

Accepted Funds. Currently, the Accepted Funds are:

ING Franklin Templeton Founding Strategy Portfolio
ING Liquid Assets Portfolio
ING Solution Income Portfolio
ING Solution 2015 Portfolio
ING Solution 2025 Portfolio
ING Solution 2035 Portfolio
ING T. Rowe Price Capital Appreciation Portfolio
ING WisdomTree^SM Global High-Yielding Equity Index Portfolio
Fixed Account II
Fixed Interest Division.

No rebalancing is necessary if the contract value is allocated entirely to Allocated Funds. We may change these
designations at any time upon 30 days notice to you. If a change is made, the change will apply to contract value
allocated to such portfolios after the date of the change.

Fixed Allocation Fund. Currently, the Fixed Allocation Funds are:

ING American Funds Bond Portfolio
ING Lehman Brothers U.S. Aggregate Bond Index Portfolio
ING VP Intermediate Bond Portfolio.

You may allocate your contract value to one or more Fixed Allocation Funds. We consider the ING VP
Intermediate Bond Portfolio to be the default Fixed Allocation Fund in connection with Fixed Allocation Funds
Automatic Rebalancing.

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

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

1)	receipt of additional premiums;

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

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

PRO.70600-08 39

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 the Lifetime Withdrawal Phase, the
ING Joint LifePay Plus rider will continue until the owner’s death (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 ING Joint LifePay Plus Base. See “Withdrawals” and “Excess
Withdrawal,” above. In the event of a divorce during Lifetime Automatic Periodic Benefit Status, there will be no
change in the amount of your periodic payments. Payments will continue until both spouses are deceased.

    Death of Owner or Annuitant. The ING Joint LifePay Plus rider terminates (with the rider’s charges pro-rated)
on the earlier of the date of death of the last Active Spouse, or when the surviving spouse decides not to continue the
contract.

        ING Joint LifePay Plus Death Benefit Base. The ING Joint LifePay Plus rider has a death benefit that is
payable upon the owner’s death only when the ING Joint LifePay Plus Death Benefit Base is greater than the
contract’s death benefit. The ING Joint LifePay Plus Death Benefit Base is first calculated when you purchase the
ING Joint LifePay Plus rider. If the ING Joint LifePay Plus rider is purchased on the contract date, the initial ING
Joint LifePay Plus Death Benefit Base is equal to the initial premium. If the ING Joint LifePay Plus rider as
purchased after the contract date, the initial ING Joint LifePay Plus Death Benefit Base is equal to the contract
value on the rider effective date.

The ING Joint LifePay Plus Death Benefit Base is increased by the dollar amount of any subsequent premiums and
subject to any withdrawal adjustments. The ING Joint LifePay Plus Death Benefit Base is reduced by the dollar
amount of any withdrawals for the payment of third-party investment advisory fees before the Lifetime Withdrawal
Phase beings, and for any withdrawals once the Lifetime Withdrawal Phase begins that are not Excess
Withdrawals, including withdrawals for payment of third-party investment advisory fees. The ING Joint LifePay
Plus Death Benefit Base is subject to a pro-rata reduction for an Excess Withdrawal. Please see “Withdrawals and
Excess Withdrawals” for more information.

There is no additional charge for the death benefit associated with the ING Joint LifePay Plus rider. Please note that
the ING Joint LifePay Plus Death Benefit Base is not eligible to participate in Quarterly Ratchets or 7%
Compounding Step-Ups.

In the event the ING Joint LifePay Plus Death Benefit Base is greater than zero when the ING Joint LifePay Plus
rider enters Lifetime Automatic Periodic Benefit Status, each periodic payment reduces the ING Joint LifePay Plus
Death Benefit Base dollar for dollar until the earlier of the ING Joint LifePay Plus Death Benefit Base being
reduced to zero or the last Active Spouse’s death. Upon the last Active Spouse’s death, any remaining ING Joint
LifePay Plus death benefit is payable to the beneficiary in a lump sum.

        Spousal Continuation. If the surviving spouse of the deceased owner continues the contract (see “Death
Benefit Choices–Continuation After Death–Spouse”), the rider will continue, SO LONG AS the surviving spouse is
an Active Spouse. At that time, the ING Joint LifePay Plus Base is recalculated to equal the greater of a) the
contract value, inclusive of the guaranteed death benefit; and b) the last-calculated ING Joint LifePay Plus Base,
subject to pro-rata adjustment for any withdrawals before spousal continuation.

The Maximum Annual Withdrawal is also recalculated; however, there is no Maximum Annual Withdrawal upon
spousal continuation until the Lifetime Withdrawal Phase begins on the date of the first withdrawal after spousal
continuation, SO LONG AS the annuitant is age 65. The Maximum Annual Withdrawal is recalculated to equal 5%
(the Maximum Annual Withdrawal percentage) multiplied by the ING Joint LifePay Plus Base. There is no
adjustment to the Additional Withdrawal Amount upon spousal continuation of the ING Joint LifePay Plus rider for
a contract subject to the Required Minimum Distribution rules of the Tax Code. Any withdrawals before the
contract owner’s death and spousal continuation are counted in calculating you withdrawals in that contract year to
determine whether the Maximum Annual Withdrawal has been exceeded.

PRO.70600-08 40

Please note, if the contract value is greater than the ING Joint LifePay Plus Base on the date the Lifetime
Withdrawal Phase begins, then the ING Joint LifePay Plus Base will be set equal to the contract value before the
Maximum Annual Withdrawal is first calculated. Also, upon spousal continuation, the ING Joint LifePay Plus
Death Benefit Base equals the ING Joint LifePay Plus Death Benefit Base before the contract owner’s death,
subject to any pro-rata adjustment for withdrawals before spousal continuation of the rider.

Change of Owner or Annuitant. The ING Joint LifePay Plus rider terminates (with the rider’s charge pro-
rated) upon an ownership change or change of annuitant, except for:

1)	spousal continuation by an Active Spouse, 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 (’the owner’s spouse must be named sole beneficiary under the contract to remain an Active Spouse);

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 an Active Spouse when added as joint owner;

7)	for nonqualified contracts only, the removal of a joint owner, provided the removed joint owner is an Active Spouse and becomes the sole primary beneficiary; and

8)	change of owner where the owner becomes the sole primary beneficiary and the sole primary beneficiary becomes the owner, provided both spouses are Active Spouses at the time of the change.

Surrender Charges. Once the Lifetime Withdrawal Phase begins, your withdrawals within a contract year up to
the Maximum Annual Withdrawal (and any applicable Additional Withdrawal Amount) are not subject to surrender
charges. We waive any surrender charges otherwise applicable to your withdrawal in a contract year that are less than
or equal to the Maximum Annual Withdrawal. Excess Withdrawals are subject to surrender charges, whether or not
the Lifetime Withdrawal Phase has begun. Once your contract value is reduced to zero, any periodic payments under
the ING Joint LifePay Plus rider are not subject to surrender charges. Moreover, with no contract value, none of your
contract level recurring charges (e.g., the Mortality and Expense Risk Charge) would be deducted.

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.”

WITHDRAWALS

You may withdraw all or part of your money at any time during the accumulation phase and before the death of the
contract owner, except under certain qualified contracts. If you request a withdrawal for more than 90% of the cash
surrender value, and the remaining cash surrender value after the withdrawal is less than $100, we may treat it as a
request to surrender the contract. If any single withdrawal or the sum of withdrawals exceeds the Free Withdrawal
Amount, you may incur a surrender charge. There is no surrender charge if, during each contract year, the amount
withdrawn is equal to or less than the greater of: 1) 10% or less of your contract value on the date of the withdrawal,
less prior withdrawals during that contract year; or 2) your RMD attributable to amounts held under the contract. The
Free Withdrawal Amount does not include your RMD for the tax year containing the contract date of this contract.
Under Option Package III, any unused percentage of the 10% Free Withdrawal Amount from a contract year will
carry forward into successive contract years, based on the percentage remaining at the time of the last withdrawal in
that contract year. In no event will the Free Withdrawal Amount at any time exceed 30% of contract value, subject to
state approval.

PRO.70600-08 41

You must submit a written request to us specifying the Fixed Interest Allocations or subaccounts from which amounts
are to be withdrawn, otherwise the withdrawal will be made on a pro-rata basis from all of the subaccounts in which
you are invested. If there is not enough contract value in the subaccounts, we will deduct the balance of the
withdrawal from your Fixed Interest Allocations starting with the guaranteed interest periods nearest their maturity
dates until we have honored your request. We will determine the contract value as of the close of business on the day
we receive your withdrawal request at our Customer Service Center. The contract value may be more or less than the
premium payments made.

We will apply a Market Value Adjustment to any withdrawal from your Fixed Interest Allocation taken more than 30
days before its maturity date. Definitive guidance on the proper federal tax treatment of the Market Value Adjustment
has not been issued. You may want to discuss the potential tax consequences of a Market Value Adjustment with your
tax adviser. If any limitation on allocations to the Restricted Funds has been exceeded, subsequent withdrawals must
be taken so that the percentage of contract value in the Restricted Funds following the withdrawal would not be
greater than the percentage of contract value in the Restricted Funds prior to the withdrawal. In this event, the
subsequent withdrawals must be taken from the Restricted Funds or taken pro-rata from all variable subaccounts.

For administrative purposes, we will transfer your money to a specially designated subaccount (currently, the ING
Liquid Assets Portfolio subaccount) prior to processing the withdrawal. This transfer will not affect the withdrawal
amount you receive.

Please be aware that benefit we pay under certain optional benefit riders may be reduced by any withdrawals taken
while the optional benefit rider is in effect. See “Optional Riders.”

Other than surrender charges and market value adjustment, if applicable, there is no additional charge for these
features.

We offer the following three withdrawal options:

Regular Withdrawals
After the free look period, you may make regular withdrawals. Each withdrawal must be a minimum of $100. We will
apply a Market Value Adjustment to any regular withdrawal from a Fixed Interest Allocation that is taken more than
30 days before its maturity date. See Appendix C and the Fixed Account II prospectus for more information on the
application of Market Value adjustment.

Systematic Withdrawals
You may choose to receive automatic systematic withdrawal payments (1) from the contract value in the subaccounts
in which you are invested, or (2) from the interest earned in your Fixed Interest Allocations. Systematic withdrawals
may be taken monthly, quarterly or annually. If you have contract value allocated to one or more Restricted Funds
and you elect to receive systematic withdrawals from the subaccounts in which you are invested, the systematic
withdrawals must be taken pro-rata from all subaccounts in which contract value is invested. If you do not have
contract value allocated to a Restricted Fund and choose systematic withdrawals on a non pro-rata basis, we will
monitor the withdrawals annually. If you subsequently allocate contract value to one or more Restricted Funds, we
will require you to take your systematic withdrawals on a pro-rata basis from all subaccounts in which contract value
is invested.

You decide when you would like systematic payments to start as long as it starts at least 28 days after your contract
date. You also select the date on which the systematic withdrawals will be made, but this date cannot be later than the
28th day of the month. If you have elected to receive systematic withdrawals but have not chosen a date, we will
make the withdrawals on the same calendar day of each month as your contract date. If your contract date is after the
28th day of the month, your systematic withdrawal will be made on the 28th day of each month.

PRO.70600-08 42

Each systematic withdrawal amount must be a minimum of $100. The amount of your systematic withdrawal can
either be (1) a fixed dollar amount, or (2) an amount based on a percentage of the contract value. Both forms of
systematic withdrawals are subject to the following maximum, which is calculated on each withdrawal date:

		Frequency	Maximum Percentage of Contract Value

		Monthly Quarterly Annually	0.83% 2.50% 10.00%

If your systematic withdrawal is a fixed dollar amount and the amount to be withdrawn would exceed the applicable
maximum percentage of your contract value on any withdrawal date, we will automatically reduce the amount
withdrawn so that it equals such percentage. Thus, your fixed dollar systematic withdrawals will never exceed the
maximum percentage. If you want fixed dollar systematic withdrawals to exceed the maximum percentage and are
willing to incur associated surrender charges, consider the Fixed Dollar Systematic Withdrawal Feature which you
may add to your regular systematic withdrawal program.

If your systematic withdrawal is based on a percentage of contract value and the amount to be withdrawn based on
that percentage would be less than $100, we will automatically increase the amount to $100 as long as it does not
exceed the maximum percentage. If the systematic withdrawal would exceed the maximum percentage, we will send
the amount, and then automatically cancel your systematic withdrawal option.

Systematic withdrawals from Fixed Interest Allocations are limited to interest earnings during the prior month,
quarter, or year, depending on the frequency you chose. Systematic withdrawals are not subject to a Market Value
Adjustment, unless you have added the Fixed Dollar Systematic Withdrawal Feature discussed below and the
payments exceed interest earnings. Systematic withdrawals from Fixed Interest Allocations under the Fixed Dollar
Systematic Withdrawal Feature are available only in connection with Section 72(t) or Section 72(q) distributions. A
Fixed Interest Allocation may not participate in both the systematic withdrawal option and the dollar cost averaging
program at the same time.

You may change the amount or percentage of your systematic withdrawal once each contract year or cancel this
option at any time by sending satisfactory notice to our Customer Service Center at least 7 days before the next
scheduled withdrawal date. If you submit a subsequent premium payment after you have applied for systematic
withdrawals, we will not adjust future withdrawals under the systematic withdrawal program unless you specifically
request that we do so.

The systematic withdrawal option may commence in a contract year where a regular withdrawal has been taken but
you may not change the amount or percentage of your withdrawals in any contract year during which you have
previously taken a regular withdrawal. You may not elect the systematic withdrawal option if you are taking IRA
withdrawals.

Subject to availability, a spousal or non-spousal beneficiary may elect to receive death benefits as payments over the
beneficiary’s lifetime (“stretch”). “Stretch” payments will be subject to the same limitations as systematic
withdrawals, and nonqualified “stretch” payments will be reported on the same basis as other systematic withdrawals.

Fixed Dollar Systematic Withdrawal Feature. You may add the Fixed Dollar Systematic Withdrawal Feature to
your regular fixed dollar systematic withdrawal program. This feature allows you to receive a systematic withdrawal
in a fixed dollar amount regardless of any surrender charges or Market Value Adjustments. Systematic withdrawals
from Fixed Interest Allocations under the Fixed Dollar Systematic Withdrawal Feature are available only in
connection with Section 72(t) or Section 72(q) distributions. You choose the amount of the fixed systematic
withdrawals, which may total up to an annual maximum of 10% of your contract value as determined on the day we
receive your election of this feature. The maximum limit will not be recalculated when you make additional premium
payments, unless you instruct us to do so. We will assess a surrender charge on the withdrawal date if the withdrawal
exceeds the maximum limit as calculated on the withdrawal date. We will assess a Market Value Adjustment on the
withdrawal date if the withdrawal from a Fixed Interest Allocation exceeds your interest earnings on the withdrawal
date. We will apply the surrender charge and any Market Value Adjustment directly to your contract value (rather
than to the systematic withdrawal) so that the amount of each systematic withdrawal remains fixed.

PRO.70600-08 43

Flat dollar systematic withdrawals which are intended to satisfy the requirements of Section 72(t) of the Tax Code
may exceed the maximum. Such withdrawals are subject to surrender charges and Market Value Adjustment when
they exceed the applicable maximum percentage.

IRA Withdrawals
If you have a traditional IRA contract and will be at least age 70½ during the current calendar year, you may elect to
have distributions made to you to satisfy requirements imposed by federal tax law. IRA withdrawals provide payout
of amounts required to be distributed by the Internal Revenue Service (“IRS”) rules governing mandatory
distributions under qualified plans. We will send you a notice before your distributions commence. You may elect to
take IRA withdrawals at that time, or at a later date. You may not elect IRA withdrawals and participate in systematic
withdrawals at the same time. If you do not elect to take IRA withdrawals, and distributions are required by federal
tax law, distributions adequate to satisfy the requirements imposed by federal tax law may be made. Thus, if you are
participating in systematic withdrawals, distributions under that option must be adequate to satisfy the mandatory
distribution rules imposed by federal tax law.

You may choose to receive IRA withdrawals on a monthly, quarterly or annual basis. Under this option, you may
elect payments to start as early as 28 days after the contract date. You select the day of the month when the
withdrawals will be made, but it cannot be later than the 28th day of the month. If no date is selected, we will make
the withdrawals on the same calendar day of the month as the contract date. If your contract date is after the 28^th day
of the month, your IRA withdrawal will be made on the 28^th day of the month.

You may request that we calculate for you the amount that is required to be withdrawn from your contract each year
based on the information you give us and various choices you make. For information regarding the calculation and
choices you have to make, see the SAI. We will also accept your written instructions regarding the calculated amount
required to be withdrawn from your contract each year. The minimum dollar amount you can withdraw is $100.
When we determine the required IRA withdrawal amount for a taxable year based on the frequency you select, if that
amount is less than $100, we will pay $100. At any time where the IRA withdrawal amount is greater than the
contract value, we will cancel the contract and send you the amount of the cash surrender value.

You may change the payment frequency of your IRA withdrawals once each contract year or cancel this option at any
time by sending satisfactory notice to our Customer Service Center at least 7 days before the next scheduled
withdrawal date.

An IRA withdrawal from a Fixed Interest Allocation in excess of the amount allowed under systematic withdrawals
will be subject to a Market Value Adjustment.

Consult your tax adviser regarding the tax consequences associated with taking withdrawals. You are
responsible for determining that withdrawals comply with applicable law. A withdrawal made before the taxpayer
reaches age 59½ may result in a 10% penalty tax. See “Federal Tax Considerations” for more details.

TRANSFERS AMONG YOUR INVESTMENTS

Between the end of the free look period and the income phase start date, you may transfer your contract value among
the subaccounts in which you are invested and your Fixed Interest Allocations. Transfers to a GET Fund series may
only be made during the offering period for that GET Fund series. We currently do not charge you for transfers made
during a contract year, but reserve the right to charge $25 for each transfer after the twelfth transfer in a contract year.
We also reserve the right to limit the number of transfers you may make and may otherwise modify or
terminate transfer privileges if required by our business judgment or in accordance with applicable law. We
will apply a Market Value Adjustment to transfers from a Fixed Interest Allocation taken more than 30 days before its
maturity date, unless the transfer is made under the dollar cost averaging program. Keep in mind that transfers
between Special or Excluded Funds and other funds may negatively impact your death benefit or optional rider
benefits.

PRO.70600-08 44

If you allocate contract value to an investment option that has been designated as a Restricted Fund, your ability to
transfer contract value to the Restricted Fund may be limited. A transfer to the Restricted Funds will not be permitted
to the extent that it would increase the contract value in the Restricted Fund to more than the applicable limits
following the transfer. We do not limit transfers from Restricted Funds. If the result of multiple reallocations is to
lower the percentage of total contract value in the Restricted Fund, the reallocation will be permitted even if the
percentage of contract value in the Restricted Fund is greater than the limit.

Please be aware that the benefits we pay under an optional benefit rider may be affected by certain transfers you may
make while the rider is in effect. Transfers, including those involving Special Funds or Excluded Funds, may also
affect your optional rider base. See “Optional Riders.”

The minimum amount that you may transfer is $100 or, if less, your entire contract value held in a subaccount or a
Fixed Interest Allocation. To make a transfer, you must notify our Customer Service Center and all other
administrative requirements must be met. Transfers will be based on values at the end of the business day in which
the transfer request is received at our Customer Service Center. Any transfer request received after 4:00 p.m. eastern
time or the close of regular trading of the New York Stock Exchange will be effected on the next business day.

Separate Account B and the Company will not be liable for following instructions communicated by telephone or
other approved electronic means that we reasonably believe to be genuine. We may require personal identifying
information to process a request for transfer made over the telephone, over the Internet or other approved electronic
means. Please be advised that the risk of a fraudulent transaction is increased with telephonic or electronic
instructions, even if appropriate identifying information is provided.

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.

PRO.70600-08 45

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.

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.

PRO.70600-08 46

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.

Dollar Cost Averaging
You may elect to participate in our dollar cost averaging program if you have at least $1,200 of contract value in the
(i) ING Liquid Assets Portfolio subaccount, or (ii) a Fixed Interest Allocation with either a 6-month or a 1-year
guaranteed interest period (subject to availability). This subaccount or these Fixed Interest Allocations serve as the
source accounts from which we will, on a monthly basis, automatically transfer a set dollar amount of money to other
subaccounts selected by you. We also may offer DCA Fixed Interest Allocations, which are 6-month and 1-year
Fixed Interest Allocations available exclusively for use with the dollar cost averaging program. The DCA Fixed
Interest Allocations require a minimum premium payment of $1,200 directed into a DCA Fixed Interest Allocation.
Transfers made pursuant to a dollar cost averaging program do not count toward the 12 transfer limit on free transfers.

The dollar cost averaging program is designed to lessen the impact of market fluctuation on your investment. Since
we transfer the same dollar amount to other subaccounts each month, more units of a subaccount are purchased if the
value of its unit is low and fewer units are purchased if the value of its unit is high. Therefore, a lower than average
value per unit may be achieved over the long term. However, we cannot guarantee this. When you elect the dollar
cost averaging program, you are continuously investing in securities regardless of fluctuating price levels. You should
consider your tolerance for investing through periods of fluctuating price levels.

Unless you have a DCA Fixed Interest Allocation, you elect the dollar amount you want transferred under this
program. Each monthly transfer must be at least $100. If your source account is the ING Liquid Assets Portfolio
subaccount or a 1-year Fixed Interest Allocation, the maximum amount that can be transferred each month is your
contract value in such source account divided by 12. If your source account is a 6-month Fixed Interest Allocation,
the maximum amount that can be transferred each month is your contract value in such source account divided by 6.
You may change the transfer amount once each contract year. If you have a DCA Fixed Interest Allocation, there is
no minimum or maximum transfer amount; we will transfer all your money allocated to that source account into the
subaccount(s) in equal payments over the selected 6-month or 1-year period. The last payment will include earnings
accrued over the course of the selected period. If you make an additional premium payment into a Fixed Interest
Allocation subject to dollar cost averaging, the amount of your transfers under the dollar cost averaging program
remains the same, unless you instruct us to increase the transfer amount.

PRO.70600-08 47

Transfers from a Fixed Interest Allocation or a DCA Fixed Interest Allocation under the dollar cost averaging
program are not subject to a Market Value Adjustment. However, if you terminate the dollar cost averaging program
for a DCA Fixed Interest Allocation and there is money remaining in the DCA Fixed Interest Allocation, we will
transfer the remaining money to the ING Liquid Assets Portfolio subaccount. Such transfer will trigger a Market
Value Adjustment if the transfer is made more than 30 days before the maturity date of the DCA Fixed Interest
Allocation.

If you do not specify the subaccounts to which the dollar amount of the source account is to be transferred, we will
transfer the money to the subaccounts in which you are invested on a proportional basis. The transfer date is the same
day each month as your contract date. If, on any transfer date, your contract value in a source account is equal to or
less than the amount you have elected to have transferred, the entire amount will be transferred and the program will
end. You may terminate the dollar cost averaging program at any time by sending satisfactory notice to our Customer
Service Center at least 7 days before the next transfer date. A Fixed Interest Allocation or DCA Fixed Interest
Allocation may not participate in the dollar cost averaging program and in systematic withdrawals at the same time.

You are permitted to transfer contract value to a Restricted Fund, subject to the limitations described above in this
section and in “Appendix B–The Funds.” Compliance with the individual and aggregate Restricted Fund limits will
be reviewed when the dollar cost averaging program is established. Transfers under the dollar cost averaging
program must be within those limits. We will not review again your dollar cost averaging election for compliance
with the individual and aggregate limits for investment in the Restricted Funds except in the case of the transactions
described below.

·	Amount added to source account: If you add amounts to the source account which would increase the amount to be transferred under the dollar cost averaging program, we will review the amounts to be transferred to ensure that the individual and aggregate limits are not being exceeded. If such limits would be exceeded, we will require that the dollar cost averaging transfer amounts be changed to ensure that the transfers are within the limits based on the then current allocation of contract value to the Restricted Fund(s) and the then current value of the amount designated to be transferred to that Restricted Fund(s).
·	Additional premium paid: Up to the individual Restricted Fund percentage limit may be allocated to a Restricted Fund. If more than the individual limit has been requested to be allocated to a Restricted Fund, we will look at the aggregate limit, subtract the current allocation to Restricted Funds, and subtract the current value of amounts to be transferred under the dollar cost averaging program to Restricted Funds. The excess, if any, is the maximum that may be allocated pro-rata to Restricted Funds.
·	Reallocation request is made while the dollar cost averaging program is active: If the reallocation would increase the amount allocated to Restricted Funds, the maximum that may be so allocated is the individual Restricted Fund percentage limit, less the current allocation to Restricted Funds and less the current value of any remaining amounts to be transferred under the dollar cost averaging program to the Restricted Funds.

We may in the future offer additional subaccounts or withdraw any subaccount or Fixed Interest Allocation to or from
the dollar cost averaging program, stop offering DCA Fixed Interest Allocations or otherwise modify, suspend or
terminate this program. Of course, such changes will not affect any dollar cost averaging programs in operation at the
time.

Automatic Rebalancing
If you have at least $10,000 of contract value invested in the subaccounts of Separate Account B, you may elect to
have your investments in the subaccounts automatically rebalanced. Transfers made pursuant to automatic
rebalancing do not count toward the 12 transfer limit on free transfers. Automatic rebalancing is not available if you
participate in dollar cost averaging. Automatic rebalancing will not take place during the free look period.

You are permitted to reallocate between Restricted and non-Restricted Funds, subject to the limitations described
above in this section and in “Appendix B–The Funds.” If the reallocation would increase the amount allocated to the
Restricted Funds, the maximum that may be so allocated is the individual Restricted Fund percentage limit, less the
current allocation to all Restricted Funds.

PRO.70600-08 48

We will transfer funds under your contract on a quarterly, semi-annual, or annual calendar basis among the
subaccounts to maintain the investment blend of your selected subaccounts. The minimum size of any allocation must
be in full percentage points. Rebalancing does not affect any amounts that you have allocated to the Fixed Account.
The program may be used in conjunction with the systematic withdrawal option only if withdrawals are taken pro-
rata.

To participate in automatic rebalancing, send satisfactory notice to our Customer Service Center. We will begin the
program on the last business day of the period in which we receive the notice. You may cancel the program at any
time. The program will automatically terminate if you choose to reallocate your contract value among the
subaccounts or if you make an additional premium payment or partial withdrawal on other than a pro-rata basis.
Additional premium payments and partial withdrawals made on a pro-rata basis will not cause the automatic
rebalancing program to terminate.

DEATH BENEFIT CHOICES

Death Benefit during the Accumulation Phase
During the accumulation phase, a death benefit is payable when either the contract owner or the annuitant (when a
contract owner is not an individual) dies. Assuming you are the contract owner, your beneficiary will receive a death
benefit unless the beneficiary is your surviving spouse and elects to continue the contract. If there are joint owners
and any owner dies, we will pay the surviving owner(s) the death benefit. Upon receipt of due proof of the owner’s
death in writing (i.e. a certified copy of the death certificate), we will calculate the guaranteed death benefit based on
the Benefit Option Package elected and in effect on the date of death. If the guaranteed death benefit as of the date we
receive due proof of death, minus the contract value, also as of that date, is greater than zero, we will add such
difference to the contract value. Such addition will be allocated to the funds then available in the same proportion as
the contract value in each available fund bears to the contract value in all such funds. If there is no contract value in
any fund then available, the addition will be allocated to the ING Liquid Assets Division, or its successor. Such
addition will fulfill our obligations under the Benefit Option Package, and all amounts will remain invested in the
contract until we receive a request for payment of the death benefit in good order.

We will pay the death benefit upon receipt at our Customer Service Center of due proof of the owner’s death and any
other information required by us to pay the death benefit or otherwise administer the claim, including election of the
manner in which the death benefit is to be paid.

If we do not receive a request to apply the death benefit proceeds to an income phase option, we will make a single
sum distribution. Unless your beneficiary elects otherwise, the distribution will be made into an interest bearing
account backed by our general account, that is accessed by the beneficiary through a checkbook feature. The
beneficiary may access death benefit proceeds at any time without penalty. Interest paid on this account may be less
than interest paid on other settlement options. We will generally distribute death benefit proceeds within 7 calendar
days after our Customer Service Center has received sufficient information to make the payment. For information on
required distributions under federal income tax laws, you should see “Required Distributions upon Death.”

You may select one of the option packages described below, which will determine the death benefit payable. Option
Package I is available only if the Contract owner and the annuitant are not more than 80 years old at the time of
purchase. A change in ownership of the contract may affect the amount of the death benefit payable.

The death benefit may be subject to certain mandatory distribution rules required by federal tax law.

PRO.70600-08 49

The death benefit depends upon the option package in effect on the date the contract owner dies.

The differences are summarized as follows:

	Option Package I		Option Package II	Option Package III
	The greater of:		The greatest of:	The greatest of:
Death Benefit on	(1)	the Standard Death Benefit; and	(1) the Standard Death Benefit; and	(1) the Standard Death Benefit; and

Death of the	(2)	the contract value.	(2) the contract value; and	(2) the contract value; and
Owner:			(3) the Annual Ratchet death benefit.	(3) the Annual Ratchet death benefit; and

				(4) the 5% Roll-Up death benefit.

For purposes of calculating the 5% Rollup Death Benefit, the following investment options are designated as “Special
Funds”:

Fixed Account
Fixed Interest Division
ING American Bonds Fund Portfolio*
ING Lehman Brothers U.S. Aggregate Bond Index Portfolio*
ING Liquid Assets Portfolio
ING Oppenheimer Strategic Income Portfolio
ING PIMCO Core Bond Portfolio
ING PIMCO Total Return Portfolio
ING Solution Income Portfolio
ING VP Intermediate Bond Portfolio*
PIMCO VIT Real Return Portfolio

* These funds are not designated as Special Funds for purposes of calculating the 5% Rollup Death Benefit
if the ING LifePay or ING Joint LifePay rider has been selected.

No investment options are currently designated as Excluded Funds. The death benefit for Excluded Funds is the
contract value allocated to Excluded Funds and is tracked for transfer purposes only.

We may, with 30 days notice to you, designate any fund as a Special or Excluded Fund on existing contracts with
respect to new premiums added to such fund, with respect to new transfers to such fund and with respect to the death
benefits to which such designation applies. Selecting a Special or Excluded Fund may limit or reduce the death
benefit.

For the period during which a portion of the contract value is allocated to a Special or Excluded Fund, we may at our
discretion reduce the mortality and expense risk charge attributable to that portion of the contract value. The reduced
mortality and expense risk charge will be applicable only during that period.

We use the Base Death Benefit to help determine the minimum death benefit payable under each of the death benefits
described below. You do not elect the Base Death Benefit. The Base Death Benefit is equal to the greater of:

1)	the contract value; or

2)	the cash surrender value.

The Standard Death Benefit equals the greater of the Base Death Benefit or the sum of 1) and 2),:

1)	the contract value allocated to Excluded Funds; and

2)	the Standard Minimum Guaranteed Death Benefit for amounts allocated to Covered or Special Funds.

PRO.70600-08 50

The Standard Minimum Guaranteed Death Benefit equals:

1)	premium payments allocated to Covered, Special and Excluded Funds, respectively;
2)	reduced by a pro-rata adjustment for any withdrawal or transfer taken from Covered, Special and Excluded Funds, respectively.

In the event of transfers from Excluded to Covered or Special Funds, the increase in the Minimum Guaranteed Death
Benefit for Covered Funds and/or Special Funds will equal the lesser of the reduction in the Minimum Guaranteed
Death Benefit for Excluded Funds and the contract value transferred. In the event of transfers from Covered or
Special Funds to Excluded Funds, the increase in the Minimum Guaranteed Death Benefit for Excluded Funds will
equal the reduction in the Minimum Guaranteed Death Benefit for Covered or Special Funds.

Currently, no investment options are designated as Special Funds for purposes of calculating the Standard Death
Benefit.

The 5% Roll-Up Death Benefit, equals the greater of:

1)	the Standard Death Benefit; or
2)	the sum of the contract value allocated to Excluded Funds and the 5% Roll-Up Minimum Guaranteed Death Benefit for Covered Funds and Special Funds.

The 5% Roll-Up Minimum Guaranteed Death Benefit for Covered Funds, Special Funds and Excluded Funds equals
the lesser of:

1)	premiums, adjusted for withdrawals and transfers, accumulated at 5% on a daily basis for Covered Funds or Excluded Funds and 0% for Special Funds until the earlier of attainment of age 90 or reaching the cap (equal to 3 times all premium payments, as reduced by adjustments for withdrawals) and thereafter at 0%, or
2)	the cap.

A pro-rata adjustment to the 5% Roll-Up Minimum Guaranteed Death Benefit is made for any withdrawals. The
amount of the pro-rata adjustment for withdrawals will equal (a) divided by (b) times (c): where (a) is the contract
value of the withdrawal; (b) is the contract value immediately prior to the withdrawal; and (c) is the 5% Roll-Up
Minimum Guaranteed Death Benefit for Covered, Special and Excluded Funds, respectively, immediately prior to the
withdrawal.

Transfers from Excluded to Covered or Special Funds will reduce the 5% Roll-Up Minimum Guaranteed Death
Benefit for Excluded Funds on a pro-rata basis. The resulting increase in the 5% Roll-Up Minimum Guaranteed
Death Benefit for Covered or Special Funds will equal the lesser of the reduction in the 5% Roll-Up Minimum
Guaranteed Death Benefit for Excluded Funds and the contract value transferred. Transfers from Covered or Special
Funds to Excluded Funds will reduce the 5% Roll-Up Minimum Guaranteed Death Benefit for Covered or Special
Funds on a pro-rata basis. The resulting increase in the 5% Roll-Up Minimum Guaranteed Death Benefit for
Excluded Funds will equal the reduction in the 5% Roll-Up Minimum Guaranteed Death Benefit for Covered or
Special Funds, respectively.

Transfers from Special to Covered Funds will reduce the 5% Roll-Up Minimum Guaranteed Death Benefit for
Special Funds on a pro-rata basis. The resulting increase in the 5% Roll-Up Minimum Guaranteed Death Benefit for
Covered Funds will equal the reduction in the 5% Roll-Up Minimum Guaranteed Death Benefit for Special Funds.

Transfers from Covered to Special Funds will reduce the 5% Roll-Up Minimum Guaranteed Death Benefit for
Covered Funds on a pro-rata basis. The resulting increase in the 5% Roll-Up Minimum Guaranteed Death Benefit for
Special Funds will equal the reduction in the 5% Roll-Up Minimum Guaranteed Death Benefit for Covered Funds.

The calculation of the cap is not affected by allocation to Covered, Special or Excluded Funds.

PRO.70600-08 51

The Annual Ratchet Enhanced Death Benefit equals the greater of:

1)	the Standard Death Benefit; or
2)	the sum of the contract value allocated to Excluded Funds and the Annual Ratchet Minimum Guaranteed Death Benefit allocated to Covered or Special Funds.

The Annual Ratchet Minimum Guaranteed Death Benefit equals:

1)	the initial premium allocated at issue to Covered, Special or Excluded Funds, respectively;
2)	increased dollar for dollar by any premium allocated after issue to Covered, Special or Excluded Funds, respectively;
3)	adjusted on each anniversary that occurs on or prior to attainment of age 90 to the greater of the Annual Ratchet Minimum Guaranteed Death Benefit for Covered, Special or Excluded Funds from the prior anniversary (adjusted for new premiums, partial withdrawals and transfers between Covered, Special and Excluded Funds) and the current contract value. A pro-rata adjustment to the Annual Ratchet Minimum Guaranteed Death Benefit is made for any withdrawals. The amount of the pro-rata adjustment for withdrawals will equal (a) divided by (b) times (c): where (a) is the contract value of the withdrawal; (b) is the contract value immediately prior to the withdrawal; and (c) is the Annual Ratchet Minimum Guaranteed Death Benefit for Covered, Special and Excluded Funds, respectively, immediately prior to the withdrawal. Please see Appendix F for examples of the pro-rata withdrawal adjustment for withdrawals.

Transfers from Excluded to Covered or Special Funds will reduce the Annual Ratchet Minimum Guaranteed Death
Benefit for Excluded Funds on a pro-rata basis. The resulting increase in the Annual Ratchet Minimum Guaranteed
Death Benefit for Covered or Special Funds will equal the lesser of the reduction in the Annual Ratchet Minimum
Guaranteed Death Benefit for Excluded Funds and the contract value transferred.

Transfers from Covered or Special Funds to Excluded Funds will reduce the Annual Ratchet Minimum Guaranteed
Death Benefit for Covered or Special Funds on a pro-rata basis. The resulting increase in the Annual Ratchet
Minimum Guaranteed Death Benefit for Excluded Funds will equal the reduction in the Annual Ratchet Minimum
Guaranteed Death Benefit for Covered or Special Funds, respectively.

Currently, no investment options are designated as Special Funds for purposes of calculating the Annual Ratchet
Death Benefit.

Examples of how the designation of certain funds as Special Funds affects the calculation of the 5% Roll-up Death
Benefit is included in Appendix G to this prospectus.

Transfers Between Option Packages. You may transfer from one option package to another on each contract
anniversary. A written request for such transfer must be received at our Customer Service Center within 60 days
prior to the contract anniversary. No transfers between option packages are permitted after you attain age 80.

If you transfer from Option I to Option II or Option III, the minimum guaranteed death benefit for Special and Non-
Special Funds will equal the contract value for Special and Non-Special Funds, respectively, on the effective date of
the transfer. On a transfer to Option Package III, the then current roll-up cap will be allocated to Special and Non-
Special Funds in the same percentage as the allocation of contract value on the effective date of the transfer. A
change of owner may cause an option package transfer on other than a contract anniversary.

Death Benefit During the Income Phase
If any contract owner or the annuitant dies after the income phase start date, we will pay the beneficiary any certain
benefit remaining under the annuity in effect at the time.

Continuation After Death–Spouse
If at the contract owner’s death, the surviving spouse of the deceased contract owner is the beneficiary and such
surviving spouse elects to continue the contract as his or her own the following will apply:

PRO.70600-08 52

If the guaranteed death benefit as of the date we receive due proof of death, minus the contract value also on that date,
is greater than zero, we will add such difference to the contract value. We will allocate such addition to the variable
subaccounts in proportion to the contract value in the subaccounts, unless you direct otherwise. If there is no contract
value in any subaccount, the addition will be allocated to the ING Liquid Assets Portfolio subaccount, or its
successor. Such addition to the contract value will not affect the guaranteed death benefit. If the guaranteed death
benefit is less than or equal to the contract value, the contract value will not change.

The death benefits under each of the available options will continue based on the surviving spouse’s age on the date
that ownership changes. At subsequent surrender, any surrender charge applicable to premiums paid prior to the date
we receive due proof of death of the contract owner will be waived. Any premiums paid later will be subject to any
applicable surrender charge.

Any addition to contract value, as described above, is available only to the spouse of the owner as of the date of death
of the owner if such spouse under the provisions of the contract elects to continue the contract as his or her own.

Continuation After Death - Non Spouse
If the beneficiary is not the spouse of the owner, the contract may continue in force subject to the required distribution
rules of the Tax Code.

If the guaranteed death benefit as of the date we receive due proof of death, minus the contract value also on that date,
is greater than zero, we will add such difference to the contract value. We will allocate such addition to the variable
subaccounts in proportion to the contract value in the subaccounts, unless you direct otherwise. If there is no contract
value in any subaccount, the addition will be allocated to the ING Liquid Assets Portfolio subaccount, or its
successor.

The death benefit will then terminate. At subsequent surrender, any surrender charge applicable to premiums paid
prior to the date we receive due proof of death of the contract owner will be waived. No additional premium
payments may be made.

Required Distributions Upon Contract Owner’s Death
We will not allow any payment of benefits provided under a nonqualified contract which do not satisfy the
requirements of Section 72(s) of the Tax Code.

If any contract owner of a nonqualified contract dies before the income phase payment start date, the death benefit
payable to the beneficiary (calculated as described under “Death Benefit Choices” in this prospectus) will be
distributed as follows: (a) the death benefit must be completely distributed within 5 years of the contract owner’s date
of death; or (b) the beneficiary may elect, within the 1-year period after the contract owner’s date of death, to receive
the death benefit in the form of an annuity from us, provided that (i) such annuity is distributed in substantially equal
installments over the life of such beneficiary or over a period not extending beyond the life expectancy of such
beneficiary; and (ii) such distributions begin not later than 1 year after the contract owner’s date of death.

Notwithstanding (a) and (b) above, if the sole contract owner’s beneficiary is the deceased owner’s surviving spouse,
then such spouse may elect to continue the contract under the same terms as before the contract owner’s death. Upon
receipt of such election from the spouse at our Customer Service Center: (1) all rights of the spouse as contract
owner’s beneficiary under the contract in effect prior to such election will cease; (2) the spouse will become the
owner of the contract and will also be treated as the contingent annuitant, if none has been named and only if the
deceased owner was the annuitant; and (3) all rights and privileges granted by the contract or allowed by the
Company will belong to the spouse as contract owner of the contract. This election will be deemed to have been
made by the spouse if such spouse makes a premium payment to the contract or fails to make a timely election as
described in this paragraph. If the owner’s beneficiary is a non-spouse, the distribution provisions described in
subparagraphs (a) and (b) above, will apply even if the annuitant and/or contingent annuitant are alive at the time of
the contract owner’s death.

Subject to availability, and our then current rules, a spousal or non-spousal beneficiary may elect to receive death
benefits as payments over the life expectancy of the beneficiary (“stretch”). “Stretch” payments will be subject to the
same limitations as systematic withdrawals, and nonqualified “stretch” payments will be reported on the same basis
as other systematic withdrawals.

PRO.70600-08 53

If we do not receive an election from a non-spouse owner’s beneficiary within the 1-year period after the contract
owner’s date of death, then we will pay the death benefit to the owner’s beneficiary in a cash payment within five
years from date of death. We will determine the death benefit as of the date we receive proof of death. We will make
payment of the proceeds on or before the end of the 5-year period starting on the owner’s date of death. Such cash
payment will be in full settlement of all our liability under the contract.

If a contract owner dies after the income phase payment start date, we will continue to distribute any benefit payable
at least as rapidly as under the annuity option then in effect. All of the contract owner’s rights granted under the
contract or allowed by us will pass to the contract owner’s beneficiary.

If a contract has joint owners we will consider the date of death of the first joint owner as the death of the contract
owner and the surviving joint owner will become the beneficiary of the contract. If any contract owner is not an
individual, the death of an annuitant shall be treated as the death of the owner.

Effect of ING LifePay Plus and ING Joint LifePay Plus Riders on Death Benefit. Please see “ING LifePay Plus
Minimum Guaranteed Withdrawal Benefit Rider–Death of Owner or Annuitant,” “ING Joint LifePay Plus Minimum
Guaranteed Withdrawal Benefit Rider–Death of Owner or Annuitant,” “ING LifePay Plus Minimum Guaranteed
Withdrawal Benefit Rider–Effect of ING LifePay Plus Rider on Death Benefit” and “ING Joint LifePay Plus
Minimum Guaranteed Withdrawal Benefit Rider–Effect of ING Joint LifePay Plus Rider on Death Benefit” for
information about the effect of the ING LifePay Plus or the ING Joint LifePay Plus rider on the death benefit under
your contract and a description of the impact of the owner’s or annuitant’s death on the ING LifePay Plus or the ING
Joint LifePay Plus rider.

THE INCOME PHASE

During the income phase, you stop contributing dollars to your contract and start receiving payments from your
accumulated contract value. Living benefit riders automatically terminate when the income phase of your contract
begins.

Initiating Payments. At least 30 days prior to the date you want to start receiving payments, you must notify us in
writing of all of the following:

	·	Payment start date;
	·	Income phase payment option (see the income phase payment options table in this section);
	·	Payment frequency (i.e., monthly, quarterly, semi-annually or annually);
	·	Choice of fixed, and, if available at the time an income phase payment option is selected, variable or a combination of both fixed and variable payments; and
	·	Selection of an assumed net investment rate (only if variable payments are elected).

Your contract will continue in the accumulation phase until you properly start income phase payments. Once an
income phase payment option is selected, it may not be changed. Our current income phase payment options
provide only for fixed payments.

What Affects Payment Amounts? Some of the factors that may affect the amount of your income phase payments
include: your age; gender; contract value; the income phase payment option selected; the number of guaranteed
payments (if any) selected; whether you select fixed, variable or a combination of both fixed and variable payments;
and, for variable payments, the assumed net investment rate selected. Variable payments are not currently available.

Fixed Payments. Amounts funding fixed income phase payments will be held in the Company’s general account.
The amount of fixed payments does not vary with investment performance over time.

Variable Payments. Amounts funding your variable income phase payments will be held in the subaccount(s) you
select. Not all subaccounts available during the accumulation phase may be available during the income phase.
Payment amounts will vary depending upon the performance of the subaccounts you select. For variable income
phase payments, you must select an assumed net investment rate. Variable payments are not currently available.

PRO.70600-08 54

Assumed Net Investment Rate. If you select variable income phase payments, you must also select an assumed net
investment rate of either 6%, 5% or 3.5% . If you select a 6% rate, for example, your first income phase payment will
be higher, but subsequent payments will increase only if the investment performance of the subaccounts you selected
is greater than 6% annually, after deduction of fees. Payment amounts will decline if the investment performance is
less than 6%, after deduction of fees.

If you select a 3.5% rate, for example, your first income phase payment will be lower and subsequent payments will
increase more rapidly or decline more slowly depending upon changes to the net investment rate of the subaccounts
you selected. For more information about selecting an assumed net investment rate, call us for a copy of the SAI.

Minimum Payment Amounts. The income phase payment option you select must result in:

A first income phase payment of at least $50; and
Total yearly income phase payments of at least $250.

If your contract value is too low to meet these minimum payment amounts, you will receive one lump-sum payment.
Unless prohibited by law, we reserve the right to increase the minimum payment amount based on increases reflected
in the Consumer Price Index-Urban (CPI-U) since July 1, 1993.

Restrictions on Start Dates and the Duration of Payments. Income phase payments may not begin during the first
contract year, or, unless we consent, later than the later of:

The first day of the month following the annuitant’s 90^thbirthday; or
The tenth anniversary of the last premium payment made to your contract.

Income phase payments will not begin until you have selected an income phase payment option. Surrender charges
may apply if income phase payments begin within the first five contract years. Failure to select an income phase
payment option by the later of the annuitant’s 90th birthday or the tenth anniversary of your last premium payment
may have adverse tax consequences. You should consult with a qualified tax adviser if you are considering delaying
the selection of an income phase payment option before the later of these dates.

Income phase payments may not extend beyond:

a)	The life of the annuitant;
b)	The joint lives of the annuitant and beneficiary;
c)	A guaranteed period greater than the annuitant’s life expectancy; or
d)	A guaranteed period greater than the joint life expectancies of the annuitant and beneficiary.

When income phase payments start, the age of the annuitant plus the number of years for which payments are
guaranteed may not exceed 100.

If income phase payments start when the annuitant is at an advanced age, such as over 90, it is possible that the
contract will not be considered an annuity for federal tax purposes.

See “Federal Tax Considerations” for further discussion of rules relating to income phase payments.

PRO.70600-08 55

Charges Deducted

If variable income phase payments are selected, we make a daily deduction for mortality and expense risks
from amounts held in the subaccounts. Therefore, if you choose variable income phase payments and a
nonlifetime income phase payment option, we still make this deduction from the subaccounts you select,
even though we no longer assume any mortality risks. The amount of this charge, on an annual basis, is
equal to 1.50% of amounts invested in the subaccounts. See “Fees and Expenses.”
There is currently no administrative expense charge during the income phase. We reserve the right,
however, to charge an administrative expense charge of up to 0.15% during the income phase. If imposed,
we deduct this charge daily from the subaccounts corresponding to the funds you select. If we are imposing
this charge when you enter the income phase, the charge will apply to you during the entire income phase.
See “Fees and Expenses.”

Death Benefit during the Income Phase. The death benefits that may be available to a beneficiary are outlined in
the income phase payment options table below. If we do not receive a request to apply the death benefit proceeds to
an annuity option, we will make a single sum distribution. Unless you elect otherwise, the distribution will be made
into an interest bearing account, backed by our general account, that is accessed by the beneficiary through a
checkbook feature. The beneficiary may access death benefit proceeds at any time without penalty. Interest paid on
this account may be less than interest paid on other settlement options. We will generally distribute death benefit
proceeds within 7 days after our Customer Service Center has received sufficient information to make the payment.

If continuing income phase payments are elected, the beneficiary may not elect to receive a lump sum at a future date
unless the income phase payment option specifically allows a withdrawal right. We will calculate the value of any
death benefit at the next valuation after we receive proof of death and a request for payment. Such value will be
reduced by any payments made after the date of death.

Beneficiary Rights. A beneficiary’s right to elect an income phase payment option or receive a lump-sum payment
may have been restricted by the contract owner. If so, such rights or options will not be available to the beneficiary.

Partial Entry into the Income Phase. You may elect an income phase payment option for a portion of your contract
value, while leaving the remaining portion invested in the accumulation phase. Whether the Tax Code considers such
payments taxable as income phase payments or as withdrawals is currently unclear; therefore, you should consult
with a qualified tax adviser before electing this option. The same or different income phase payment option may be
selected for the portion left invested in the accumulation phase.

Taxation. To avoid certain tax penalties, you or your beneficiary must meet the distribution rules imposed by the
Tax Code. Additionally, when selecting an income phase payment option, the Tax Code requires that your expected
payments will not exceed certain durations. See “Federal Tax Considerations”.

Payment Options
The following table lists the income phase payment options and accompanying death benefits available during the
income phase. We may offer additional income phase payment options under the contract from time to time. Once
income phase payments begin, the income phase payment option selected may not be changed.

PRO.70600-08 56

Terms to understand:

Annuitant(s): The person(s) on whose life expectancy(ies) the income phase payments are based.

Beneficiary(ies): The person(s) or entity(ies) entitled to receive a death benefit, if any, under the income phase
payment option selected.

Lifetime Income Phase Payment Options

Life Income Length of Payments: For as long as the annuitant lives. It is possible that only one
payment will be made if the annuitant dies prior to the second payment’s due date.
Death Benefit-None: All payments end upon the annuitant’s death.

Life Income-
Guaranteed
Payments* Length of Payments: For as long as the annuitant lives, with payments guaranteed for
your choice of 5 to 30 years or as otherwise specified in the contract.
Death Benefit-Payment to the Beneficiary: If the annuitant dies before we have made
all the guaranteed payments, we will continue to pay the beneficiary the remaining
payments.

Life Income-
Two Livse Length of Payments: For as long as either annuitant lives. It is possible that only one
payment will be made if both annuitants die before the second payment’s due date.
Continuing Payments: When you select this option you choose for:
a) 100%, 66⅔% or 50% of the payment to continue to the surviving annuitant after the
first death; or
b) 100% of the payment to continue to the annuitant on the second annuitant’s death, and
50% of the payment to continue to the second annuitant on the annuitant’s death.
Death Benefit-None: All payments end upon the death of both annuitants.

Life Income-
Two Lives
Guaranteed
Payments* Length of Payments: For as long as either annuitant lives, with payments guaranteed
from 5 to 30 years or as otherwise specified in the contract.
Continuing Payments: 100% of the payment to continue to the surviving annuitant after
the first death.
Death Benefit-Payment to the Beneficiary: If both annuitants die before we have made
all the guaranteed payments, we will continue to pay the beneficiary the remaining
payments.

Life Income- Cash
Refund Option
(limited availability-
fixed payments
only) Length of Payments: For as long as the annuitant lives.
Death Benefit-Payment to the Beneficiary: Following the annuitant’s death, we will pay
a lump sum payment equal to the amount originally applied to the income phase payment
option (less any applicable premium tax) and less the total amount of income payments
paid.

Life Income-Two
Lives-Cash Refund
Option (limited
availability-fixed
payments only) Length of Payments: For as long as either annuitant lives.
Continuing Payments: 100% of the payment to continue after the first death.
Death Benefit-Payment to the Beneficiary: When both annuitants die we will pay a
lump-sum payment equal to the amount applied to the income phase payment option (less
any applicable premium tax) and less the total amount of income payments paid.

Nonlifetime Income Phase Payment Option

Nonlifetime-
Guaranteed
Payments* Length of Payments: You may select payments for 5 to 30 years. In certain cases a lump-
sum payment may be requested at any time (see below).
Death Benefit-Payment to the Beneficiary: If the annuitant dies before we make all the
guaranteed payments, we will continue to pay the beneficiary the remaining payments.

Lump-Sum Payment: If the “Nonlifetime-Guaranteed Payments” option is elected with variable payments, you
may request at any time that all or a portion of the present value of the remaining payments be paid in one lump
sum. Any such lump-sum payments will be treated as a withdrawal during the accumulation phase and we will
charge any applicable surrender charge. Lump-sum payments will be sent within seven calendar days after we
receive the request for payment in good order at our Customer Service Center. We do not currently offer variable
payouts.

*Guaranteed period payments may not extend beyond the shorter of your life expectancy or until your age 95.

PRO.70600-08 57

OTHER CONTRACT PROVISIONS

Reports to Contract Owners
We will send you a quarterly report within 31 days after the end of each calendar quarter. The report will show the
contract value, cash surrender value, and the death benefit as of the end of the calendar quarter. The report will also
show the allocation of your contract value and reflect the amounts deducted from or added to the contract value since
the last report. You have 30 days to notify our Customer Service Center of any errors or discrepancies contained in
the report or in any confirmation notices. We will also send you copies of any shareholder reports of the funds in
which Separate Account B invests, as well as any other reports, notices or documents we are required by law to
furnish to you.

Suspension of Payments
The Company reserves the right to suspend or postpone the date of any payment or determination of values, beyond
the 7 permitted days, on any business day; (1) when the New York Stock Exchange is closed; (2) when trading on the
New York Stock Exchange is restricted; (3) when an emergency exists as determined by the SEC so that the sale of
securities held in Separate Account B may not reasonably occur or so that the Company may not reasonably
determine the value of Separate Account B’s net assets; or (4) during any other period when the SEC so permits for
the protection of security holders. We have the right to delay payment of amounts from a Fixed Interest Allocation for
up to 6 months.

In Case of Errors in Your Application
If an age or gender given in the application or enrollment form is misstated, the amounts payable or benefits provided
by the contract shall be those that the premium payment would have bought at the correct age or sex.

Assigning the Contract as Collateral
You may assign a non-qualified contract as collateral security for a loan but you should understand that your rights
and any beneficiary’s rights may be subject to the terms of the assignment. An assignment likely has federal tax
consequences. You should consult a tax adviser for tax advice. You must give us satisfactory written notice at our
Customer Service Center in order to make or release an assignment. We are not responsible for the validity of any
assignment.

Contract Changes - Applicable Tax Law
We have the right to make changes in the contract to continue to qualify the contract as an annuity under applicable
federal tax law. You will be given advance notice of such changes.

Free Look
If you cancel your contract within 7 days after you receive it, we will return your premium payment. You may cancel
your contract within your 10-day free look period. We deem the free look period to expire 15 days after we mail the
contract to you. Some states may require a longer free look period. To cancel, you need to send your contract to our
Customer Service Center or to the agent from whom you purchased it. We will refund the contract value. For
purposes of the refund during the free look period, (i) we adjust your contract value for any Market Value Adjustment
(if you have invested in the Fixed Account), and (ii) then we include a refund of any charges deducted from your
contract value. Because of the market risks associated with investing in the funds and the potential positive or
negative effect of the market value adjustment, the contract value returned may be greater or less than the premium
payment you paid. In the case of IRA’s cancelled within 7 days of receipt of the contract and in some states, we are
required to return to you the amount of the paid premium (rather than the contract value) in which case you will not
be subject to investment risk during the free look period. In these circumstances, your premiums designated for
investment in the subaccounts may be allocated during the free look period to a subaccount specially designated by
the Company for this purpose (currently, the ING Liquid Assets Portfolio subaccount). We may, in our discretion,
require that premiums designated for investment in the subaccounts from all other states as well as premiums
designated for a Fixed Interest Allocation be allocated to the specially designated subaccount during the free look
period. Your free look rights depend on the laws of the state in which you purchase your contract. Your contract is
void as of the day we receive your contract and cancellation request. We determine your contract value at the close of
business on the day we receive your written request. If you keep your contract after the free look period and the
investment is allocated to a subaccount specially designated by the Company, we will put your money in the
subaccount(s) chosen by you, based on the accumulation unit value next computed for each subaccount, and/or in the
Fixed Interest Allocation chosen by you.

PRO.70600-08 58

Special Arrangements
We may reduce or waive any contract, rider, or benefit fees or charges for certain group or sponsored arrangements,
under special programs, and for certain employees, agents, and related persons of our parent corporation and its
affiliates. We reduce or waive these items based on expected economies, and the variations are based on differences
in costs or services.

CONTRACT DISTRIBUTION

Selling the Contract
Our affiliate, Directed Services LLC, 1475 Dunwoody Drive, West Chester, PA 19380 is the principal underwriter
and distributor of the contract as well as for other Company contracts. Directed Services LLC, a Delaware limited
liability company, is registered with the SEC as a broker-dealer under the Securities Exchange Act of 1934, and is a
member of the Financial Industry Regulatory Authority (“FINRA”).

Directed Services LLC does not retain any commissions or compensation paid to it by the Company for contract
sales. Directed Services LLC enters into selling agreements with affiliated and unaffiliated broker-dealers to sell the
contracts through their registered representatives who are licensed to sell securities and variable insurance products
(“selling firms”). Selling firms are also registered with the SEC and are FINRA member firms.

The following is a list of broker/dealers that are affiliated with the Company:

•	Bancnorth Investment Group, Inc.	•	ING Financial Partners, Inc.
•	Directed Services LLC	•	ING Funds Distributor, LLC
•	Financial Network Investment Corporation	•	ING Investment Management Services LLC
•	Guaranty Brokerage Services, Inc.	•	ING Private Wealth Management LLC
•	ING America Equities, Inc.	•	Multi-Financial Securities Corporation
•	ING DIRECT Securities, Inc.	•	PrimeVest Financial Services, Inc.
•	ING Financial Advisers, LLC	•	ShareBuilder Securities Corporation
•	ING Financial Markets LLC	•	Systematized Benefits Administrators, Inc.

Directed Services LLC pays selling firms compensation for the promotion and sale of the contracts. Registered
representatives of the selling firms who solicit sales of the contracts typically receive a portion of the compensation
paid by Directed Services LLC to the selling firm in the form of commissions or other compensation, depending on
the agreement between the selling firm and the registered representative. This compensation, as well as other
incentives or payments, is not paid directly by contract owners or the Separate Account. We intend to recoup this
compensation and other sales expenses paid to selling firms through fees and charges imposed under the contracts.

Directed Services LLC pays selling firms for contract sales according to one or more schedules. This compensation is
generally based on a percentage of premium payments. Selling firms may receive commissions of up to 7.0% of
premium payments. In addition, selling firms may receive ongoing annual compensation of up to 0.55% of all, or a
portion, of values of contracts sold through the firm. Individual representatives may receive all or a portion of
compensation paid to their selling firm, depending on the firm’s practices. Commissions and annual compensation,
when combined, could exceed 7.0% of total premium payments. These other promotional incentives or payments
may not be offered to all distributors, and may be limited only to ING Financial Advisers, LLC and other distributors
affiliated with the Company.

Directed Services LLC has special compensation arrangements with certain selling firms based on those firms’
aggregate or anticipated sales of the contracts or other criteria. These arrangements may include commission specials,
in which additional commissions may be paid in connection with premium payments received for a limited time
period, within the maximum 7.0% commission rate noted above. These special compensation arrangements will not
be offered to all selling firms, and the terms of such arrangements may differ among selling firms based on various
factors. These special compensation arrangements may be limited only to ING Financial Advisers, LLC and other
distributors affiliated with the Company. Any such compensation payable to a selling firm will not result in any
additional direct charge to you by us.

PRO.70600-08 59

In addition to the direct cash compensation for sales of contracts described above, Directed Services LLC may also
pay selling firms additional compensation or reimbursement of expenses for their efforts in selling the contracts to
you and other customers. These amounts may include:

Marketing/distribution allowances which may be based on the percentages of premium received, the aggregate
commissions paid and/or the aggregate assets held in relation to certain types of designated insurance products
issued by the Company and/or its affiliates during the year;
Loans or advances of commissions in anticipation of future receipt of premiums (a form of lending to
agents/registered representatives). These loans may have advantageous terms such as reduction or elimination
of the interest charged on the loan and/or forgiveness of the principal amount of the loan, which terms may be
conditioned on sales;
Education and training allowances to facilitate our attendance at certain educational and training meetings to
provide information and training about our products. We also hold training programs from time to time at our
expense;
Sponsorship payments or reimbursements for broker/dealers to use in sales contests and/or meetings for their
agents/registered representatives who sell our products. We do not hold contests based solely on the sales of
this product;
Certain overrides and other benefits that may include cash compensation based on the amount of earned
commissions, agent/representative recruiting or other activities that promote the sale of policies; and
Additional cash or noncash compensation and reimbursements permissible under existing law. This may
include, but is not limited to, cash incentives, merchandise, trips, occasional entertainment, meals and tickets to
sporting events, client appreciation events, business and educational enhancement items, payment for travel
expenses (including meals and lodging) to pre-approved training and education seminars, and payment for
advertising and sales campaigns.

We may pay commissions, dealer concessions, wholesaling fees, overrides, bonuses, other allowances and benefits
and the costs of all other incentives or training programs from our resources, which include the fees and charges
imposed under the Contract.

The following is a list of the top 25 selling firms that, during 2007, received the most compensation, in the aggregate,
from us in connection with the sale of registered annuity contracts issued by us, ranked by total dollars received:

1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13.	LPL Financial Corporation ING Financial Partners, Inc. Citigroup Global Markets, Inc. ING Financial Partners, Inc. - CAREER Morgan Stanley & Co. Incorporated PrimeVest Financial Services, Inc. Merrill Lynch, Pierce, Fenner & Smith, Inc. UBS Financial Services, Inc. A. G. Edwards & Sons, Inc. Financial Network Investment Corporation Wachovia Securities, LLC Multi-Financial Securities Corporation Wachovia Securities, LLC – Bank	14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25.	Wells Fargo Investments, LLC Raymond James Financial Services, Inc. ING Financial Advisers, LLC Chase Investment Services Corporation Woodbury Financial Services Inc. Morgan Keegan and Company Inc. Royal Alliance Associates, Inc. Securities America, Inc. National Planning Corporation Banc of America Investment Services Inc. Centaurus Financial Inc. MML Investors Services, Inc.

Directed Services LLC may also compensate wholesalers/distributors, and their sales management personnel, for
contract sales within the wholesale/distribution channel. This compensation may be based on a percentage of
premium payments and/or a percentage of contract values. Directed Services LLC may, at its discretion, pay
additional cash compensation to wholesalers/distributors for sales by certain broker-dealers or “focus firms.”

We do not pay any additional compensation on the sale or exercise of any of the contract’s optional benefit riders
offered in this prospectus.

PRO.70600-08 60

This is a general discussion of the types and levels of compensation paid by us for sales of our variable annuity
contracts. It is important for you to know that the payment of volume- or sales-based compensation to a selling firm
or registered representative may provide that registered representative a financial incentive to promote our contracts
over those of another company, and may also provide a financial incentive to promote one of our contracts over
another.

OTHER INFORMATION

Loans. We do not currently permit loans under Section 403(b) contracts that are subject to the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”). Loans may be available if you purchased your contract in
connection with a non-ERISA 403(b) plan. If your contract was issued in connection with a 403(b) plan and the
terms of your plan permit, you may take a loan, using your surrender value as collateral for the loan. Loans are
subject to the terms of the contract, your 403(b) plan, the Tax Code and other federal and state regulations. The
amount and number of loans outstanding at any one time under your tax-deferred annuity are limited, whether under
our contracts or those of other carriers. Tax-deferred annuity loans are not available for contracts issued in the
Commonwealth of Massachusetts. We may modify the terms of a loan to comply with changes in applicable law.
Various mandatory repayment requirements apply to loans, and failure to repay generally will result in income to you
and the potential application of tax penalties. We urge you to consult with a qualified tax advisor prior to effecting a
loan transaction under your contract. We may apply additional restrictions or limitations on loans, and you must
make loan requests in accordance with our administrative practices and loan requests procedures in effect at the time
you submit your request. Read the terms of the loan agreement before submitting any request. We reserve the right
not to grant a loan request if the participant has an outstanding loan in default.

Any outstanding loan balance impacts the following:

Withdrawal and Charges: We determine amounts available for maximum withdrawal amounts, free partial
withdrawals, systematic withdrawals and waiver of administrative charges by reducing the otherwise
applicable amounts by the amount of any outstanding loan balance.
Death Benefits, Annuitization and Surrenders: We deduct the outstanding loan balance from any amounts
otherwise payable and in determining the amount available for annuitization.

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

Voting Rights
We will vote the shares of a fund owned by Separate Account B according to your instructions. However, if the 1940
Act or any related regulations should change, or if interpretations of it or related regulations should change, and we
decide that we are permitted to vote the shares of a fund in our own right, we may decide to do so.

We determine the number of shares that you have in a subaccount by dividing the contract’s contract value in that
subaccount by the net asset value of one share of the fund in which a subaccount invests. We count fractional votes.
We will determine the number of shares you can instruct us to vote 180 days or less before a fund shareholder
meeting. We will ask you for voting instructions by mail at least 10 days before the meeting. If we do not receive
your instructions in time, we will vote the shares in the same proportion as the instructions received from all contracts
in that subaccount. We will also vote shares we hold in Separate Account B which are not attributable to contract
owners in the same proportion.

State Regulation
We are regulated by the Insurance Department of the State of Iowa. We are also subject to the insurance laws and
regulations of all jurisdictions where we do business. The variable contract offered by this prospectus has been
approved where required by those jurisdictions. We are required to submit annual statements of our operations,
including financial statements, to the Insurance Departments of the various jurisdictions in which we do business to
determine solvency and compliance with state insurance laws and regulations.

PRO.70600-08 61

Legal Proceedings
We are not aware of any pending legal proceedings which involve Separate Account B as a party.

The Company is involved in threatened or pending lawsuits/arbitrations arising from the normal conduct of business.
Due to the climate in insurance and business litigation/arbitrations, suits against the Company sometimes include
claims for substantial compensatory, consequential, or punitive damages and other types of relief. Moreover, certain
claims are asserted as class actions, purporting to represent a group of similarly situated individuals. While it is not
possible to forecast the outcome of such lawsuits/arbitrations, in light of existing insurance, reinsurance, and
established reserves, it is the opinion of management that the disposition of such lawsuits/arbitrations will not have a
materially adverse effect on the Company’s operations or financial position.

Directed Services LLC, the principal underwriter and distributor of the contract, is a party to threatened or pending
lawsuits/arbitration that generally arise from the normal conduct of business. Some of these suits may seek class
action status and sometimes include claims for substantial compensatory, consequential or punitive damages and
other types of relief. Directed Services LLC is not involved in any legal proceeding which, in the opinion of
management, is likely to have a material adverse effect on its ability to distribute the contract.

FEDERAL TAX CONSIDERATIONS

Introduction
This section discusses our understanding of current federal income tax laws affecting the contract. You should keep
the following in mind when reading it:

Your tax position (or the tax position of the designated beneficiary, as applicable) determines federal taxation
of amounts held or paid out under the contract;
Tax laws change. It is possible that a change in the future could affect contracts issued in the past;
This section addresses federal income tax rules and does not discuss federal estate and gift tax implications,
state and local taxes, or any other tax provisions; and
We do not make any guarantee about the tax treatment of the contract or transactions involving the contract.

We do not intend this information to be tax advice. For advice about the effect of federal income taxes or any other
taxes on amounts held or paid out under the contract, consult a tax adviser. No attempt is made to provide more than
general information about the use of the contracts with tax-qualified retirement arrangements.

For more comprehensive information, contact the Internal Revenue Service (IRS).

Types of Contracts: Nonqualified or Qualified
The contract may be purchased on a non-tax-qualified basis (nonqualified contracts) or purchased on a tax-qualified
basis (qualified contracts).

Nonqualified contracts are purchased with after tax contributions and are not related to retirement plans or programs
that receive special income tax treatment under the Tax Code.

Qualified contracts are designed for use by individuals and/or employers whose premium payments are comprised
solely of proceeds from and/or contributions under retirement plans or programs intended to qualify for special
income tax treatment under Sections 403(b), 408, or 408A of the Tax Code.

Taxation of Nonqualified Contracts

Taxation of Gains Prior to Distribution
Tax Code section 72 governs taxation of annuities in general. We believe that if you are a natural person you will
generally not be taxed on increases in the value of a nonqualified contract until a distribution occurs or until income
phase payments begin. This assumes that the contract will qualify as an annuity contract for federal income tax
purposes. For these purposes, the agreement to assign or pledge any portion of the contract value generally will be
treated as a distribution. In order to be eligible to receive deferral of taxation, the following requirements must be
satisfied:

PRO.70600-08 62

     Investor Control. Although earnings under nonqualified contracts are generally not taxed until withdrawn, the
IRS has stated in published rulings that a variable contract owner will be considered the owner of separate account
assets if the contract owner possesses incidents of investment control over the assets. In these circumstances, income
and gains from the separate account assets would be currently includible in the variable contract owner’s gross
income. Future guidance regarding the extent to which contract owners could direct their investments among
subaccounts without being treated as owners of the underlying assets of the separate account may adversely affect the
tax treatment of existing contracts. The Company therefore reserves the right to modify the contract as necessary to
attempt to prevent the contract holder from being considered the federal tax owner of a pro rata share of the assets of
the separate account.

     Required Distributions. In order to be treated as an annuity contract for federal income tax purposes, the Tax
Code requires any nonqualified contract to contain certain provisions specifying how your interest in the contract will
be distributed in the event of your death. The nonqualified contracts contain provisions that are intended to comply
with these Tax Code requirements, although no regulations interpreting these requirements have yet been issued. We
intend to review such distribution provisions and modify them if necessary to assure that they comply with the
applicable requirements when such requirements are clarified by regulation or otherwise.

     Non-Natural Holders of a Nonqualified Contract. If you are not a natural person, a nonqualified contract
generally is not treated as an annuity for income tax purposes and the income on the contract for the taxable year is
currently taxable as ordinary income. Income on the contract is any increase over the year in the excess of the
contract value over the “investment in the contract” (generally, the premiums or other consideration you paid for the
contract less any nontaxable withdrawals) during the taxable year. There are some exceptions to this rule and a non-
natural person should consult with its tax adviser prior to purchasing the contract. A non-natural person exempt from
federal income taxes should consult with its tax adviser regarding treatment of income on the contract for purposes of
the unrelated business income tax. When the contract owner is not a natural person, a change in the annuitant is
treated as the death of the contract owner.

     Delayed Income Phase Starting Date. If the contract’s income phase start date occurs (or is scheduled to
occur) at a time when the annuitant has reached an advanced age (e.g., age 85), it is possible that the contract would
not be treated as an annuity for federal income tax purposes. In that event, the income and gains under the contract
could be currently includible in your income.

     Diversification. Tax Code section 817(h) requires that in a nonqualified contract the investments of the funds be
“adequately diversified” in accordance with Treasury Regulations in order for the contract to qualify as an annuity
contract under federal tax law. The separate account, through the funds, intends to comply with the diversification
requirements prescribed by Tax Code section 817(h) and by the Treasury in Reg. Sec. 1.817 -5, which affects how the
funds’ assets may be invested. If it is determined, however, that your contract does not satisfy the applicable
diversification regulations and rulings because a subaccount’s corresponding fund fails to be adequately diversified
for whatever reason, we will take appropriate and reasonable steps to bring your contract into compliance with such
regulations and rulings, and we reserve the right to modify your contract as necessary in order to do so.

Taxation of Distributions
     General. When a withdrawal from a nonqualified contract occurs, the amount received will be treated as
ordinary income subject to tax up to an amount equal to the excess (if any) of the contract value (unreduced by the
amount of any surrender charge) immediately before the distribution over the contract owner’s investment in the
contract at that time. Investment in the contract is generally equal to the amount of all contributions to the contract,
plus amounts previously included in your gross income as the result of certain loans, assignments or gifts, less the
aggregate amount of non-taxable distributions previously made.

In the case of a surrender under a nonqualified contract, the amount received generally will be taxable only to the
extent it exceeds the contract owner’s cost basis in the contract.

     10% Penalty Tax. A 10% penalty tax applies to the taxable portion of a distribution from a nonqualified
deferred annuity contract unless certain exceptions apply including one or more of the following:

(a)	You have attained age 59½;
(b)	You or (the annuitant if the contract owner is a non-natural person) have died;
(c)	You have become disabled as defined in the Tax Code;
(d)	The distribution is made in substantially equal periodic payments (at least annually)over your life or life expectancy or the joint lives or joint life expectancies of you and your designated beneficiary; or
(e)	The distribution is allocable to investment in the contract before August 14, 1982.

PRO.70600-08 63

The 10% penalty does not apply to distributions from an immediate annuity as defined in the Tax Code. Other
exceptions may be applicable under certain circumstances and special rules may be applicable in connection with the
exceptions enumerated above. A tax adviser should be consulted with regard to exceptions from the penalty tax.

Tax-Free Exchanges. Section 1035 of the Tax Code permits the exchange of a life insurance, endowment or
annuity contract for an annuity contract on a tax-free basis. In such instance, the “investment in the contract” in the
old contract will carry over to the new contract. You should consult with your tax advisor regarding procedures for
making Section 1035 exchanges.

If your contract is purchased through a tax-free exchange of a life insurance, endowment or annuity contract that was
purchased prior to August 14, 1982, then any distributions other than income phase payments will be treated, for tax
purposes, as coming:

First, from any remaining “investment in the contract” made prior to August 14, 1982 and exchanged into
the contract;
Next, from any “income on the contract” attributable to the investment made prior to August 14, 1982;
Then, from any remaining “income on the contract;” and
Lastly, from any remaining “investment in the contract.”

The IRS has concluded that in certain instances, the partial exchange of a portion of one annuity contract for another
contract will be tax-free. However, the IRS has reserved the right to treat transactions it considers abusive as
ineligible for favorable partial 1035 tax-free exchange treatment. It is not certain whether the IRS would treat an
immediate withdrawal or annuitization after a partial exchange as abusive. In addition, it is unclear how the IRS will
treat a partial exchange from a life insurance, endowment, or annuity contract directly into an immediate annuity.
Currently, we will accept a partial 1035 exchange from a nonqualified annuity into a deferred annuity or an
immediate annuity as a tax-free transaction unless we believe that we would be expected to treat the transaction as
abusive. We are not responsible for the manner in which any other insurance company, for tax-reporting purposes, or
the IRS, with respect to the ultimate tax treatment, recognizes or reports a partial exchange. We strongly advise you
to discuss any proposed 1035 exchange with your tax advisor prior to proceeding with the transaction.

Taxation of Income Phase Payments. Although tax consequences may vary depending on the payment option
elected under an annuity contract, a portion of each income phase payment is generally not taxed and the remainder is
taxed as ordinary income. The non-taxable portion of an income phase payment is generally determined in a manner
that is designed to allow you to recover your investment in the contract ratably on a tax-free basis over the expected
stream of income phase payments, as determined when income phase payments start. Once your investment in the
contract has been fully recovered, however, the full amount of each subsequent income phase payment is subject to
tax as ordinary income. The tax treatment of partial annuitizations is unclear. We currently treat any partial
annuitizations as withdrawals rather than as income phase payments. Please consult your tax adviser before electing a
partial annuitization.

Death Benefits. Amounts may be distributed from a contract because of your death or the death of the annuitant.
Generally, such amounts are includible in the income of the recipient as follows: (i) if distributed in a lump sum,
such amounts are taxed in the same manner as a surrender of the contract, or (ii) if distributed under a payment
option, they are taxed in the same way as income phase payments. Special rules may apply to amounts distributed
after a beneficiary has elected to maintain contract value and receive payments.

Different distribution requirements apply if your death occurs:

·	After you begin receiving income phase payments under the contract; or
·	Before you begin receiving such distributions.

If your death occurs after you begin receiving income phase payments, distributions must be made at least as rapidly
as under the method in effect at the time of your death.

PRO.70600-08 64

If your death occurs before you begin receiving income phase payments, your entire balance must be distributed
within five years after the date of your death. For example, if you died on September 1, 2008, your entire balance
must be distributed by August 31, 2013. However, if distributions begin within one year of your death, then payments
may be made over one of the following timeframes:

·	Over the life of the designated beneficiary; or
·	Over a period not extending beyond the life expectancy of the designated beneficiary.

If the designated beneficiary is your spouse, the contract may be continued with the surviving spouse as the new
contract owner. If the contract owner is a non-natural person and the primary annuitant dies, the same rules apply on
the death of the primary annuitant as outlined above for death of a contract owner.

The contract offers a death benefit that may exceed the greater of the premium payments and the contract value.
Certain charges are imposed with respect to the death benefit. It is possible that these charges (or some portion
thereof) could be treated for federal tax purposes as a distribution from the contract.

Assignments and Other Transfers. A transfer, pledge or assignment of ownership of a nonqualified contract,
the selection of certain annuity dates, or the designation of an annuitant or payee other than an owner may result in
certain tax consequences to you that are not discussed herein. The assignment, pledge or agreement to assign or
pledge any portion of the contract value generally will be treated as a distribution. Anyone contemplating any such
transfer, selection, assignment, designation or exchange, should consult a tax adviser regarding the potential tax
effects of such a transaction.

Immediate Annuities. Under section 72 of the Tax Code, an immediate annuity means an annuity (i) that is
purchased with a single premium, (ii) with income phase payments starting within one year from the date of purchase,
and (iii) that provides a series of substantially equal periodic payments made annually or more frequently. While this
contract is not designed as an immediate annuity, treatment as an immediate annuity would have significance with
respect to exceptions from the 10% early withdrawal penalty, to contracts owned by non-natural persons, and for
certain exchanges.

Multiple Contracts. Tax laws require that all deferred nonqualified annuity contracts that are issued by a company
or its affiliates to the same contract owner during any calendar year be treated as one annuity contract for purposes of
determining the amount includible in gross income under Tax Code section 72(e). In addition, the Treasury
Department has specific authority to issue regulations that prevent the avoidance of Tax Code section 72(e) through
the serial purchase of annuity contracts or otherwise.

Withholding. We will withhold and remit to the IRS a part of the taxable portion of each distribution made under a
contract unless the distributee notifies us at or before the time of the distribution that he or she elects not to have any
amounts withheld. Withholding is mandatory, however, if the distributee fails to provide a valid taxpayer
identification number or if we are notified by the IRS that the taxpayer identification number we have on file is
incorrect. The withholding rates applicable to the taxable portion of periodic income phase payments are the same as
the withholding rates generally applicable to payments of wages. In addition, a 10% withholding rate applies to the
taxable portion of non-periodic payments. Regardless of whether you elect not to have federal income tax withheld,
you are still liable for payment of federal income tax on the taxable portion of the payment.

If you or your designated beneficiary is a non-resident alien, then any withholding is governed by Tax Code section
1441 based on the individual’s citizenship, the country of domicile and treaty status.

PRO.70600-08 65

Taxation of Qualified Contracts

General
The contracts are primarily designed for use with IRAs under Tax Code section 408 and 408A and Tax Code section
403(b) plans (We refer to all of these as “qualified plans”). The tax rules applicable to participants in these qualified
plans vary according to the type of plan and the terms and conditions of the plan itself. The ultimate effect of federal
income taxes on the amounts held under a contract, or on income phase payments, depends on the type of retirement
plan or program, the tax and employment status of the individual concerned, and on your tax status. Special favorable
tax treatment may be available for certain types of contributions and distributions. In addition, certain requirements
must be satisfied in purchasing a qualified contract with proceeds from a tax-qualified plan in order to continue
receiving favorable tax treatment.

Adverse tax consequences may result from: contributions in excess of specified limits; distributions before age 59½
(subject to certain exceptions); distributions that do not conform to specified commencement and minimum
distribution rules; and in other specified circumstances. Some qualified plans may be subject to additional
distribution or other requirements that are not incorporated into the contract. No attempt is made to provide more
than general information about the use of the contracts with qualified plans. Contract owners, annuitants, and
beneficiaries are cautioned that the rights of any person to any benefits under these qualified plans may be subject to
the terms and conditions of the plans themselves, regardless of the terms and conditions of the contract. The
Company is not bound by the terms and conditions of such plans to the extent such terms contradict the contract,
unless we consent.

Generally, contract owners and beneficiaries are responsible for determining that contributions, distributions and
other transactions with respect to the contract comply with applicable law. Therefore, you should seek competent
legal and tax advice regarding the suitability of a contract for your particular situation. The following discussion
assumes that qualified contracts are purchased with proceeds from and/or contributions under retirement plans or
programs that qualify for the intended special federal tax treatment.

Tax Deferral
Under the federal tax laws, earnings on amounts held in annuity contracts are generally not taxed until they are
withdrawn. However, in the case of a qualified plan (as defined in this prospectus), an annuity contract is not
necessary to obtain this favorable tax treatment and does not provide any tax benefits beyond the deferral already
available to the qualified plan itself. Annuities do provide other features and benefits (such as guaranteed living
benefits and/or death benefits or the option of lifetime income phase options at established rates) that may be valuable
to you. You should discuss your alternatives with your financial representative taking into account the additional fees
and expenses you may incur in an annuity.

Section 403(b) Tax-Deferred Annuities. Prior to September 17, 2007, the contracts were available as Tax Code
section 403(b) tax-deferred annuities. Section 403(b) of the Tax Code allows employees of certain Tax Code section
501(c)(3) organizations and public schools to exclude from their gross income the premium payments made, within
certain limits, to a contract that will provide an annuity for the employee’s retirement.

In July 2007, the Treasury Department issued final regulations that are generally effective January 1, 2009. These
final regulations may be relied upon prior to that date as long as reliance is on a reasonable and consistent basis. We
reserve the right to modify the contracts to comply with these regulations where allowed, or where required by law.
The final regulations include: (a) a written plan requirement; (b) the ability to terminate a 403(b) plan, which would
entitle a participant to a distribution; (c) the replacement of IRS Revenue Ruling 90-24 with new exchange rules
effective September 25, 2007 and requiring information sharing between the 403(b) plan sponsor and/or its delegate
and the product provider as well as new plan-to-plan transfer rules (under these new exchange and transfer rules, the
403(b) plan sponsor can elect not to permit exchanges or transfers); and (d) new distribution rules for 403(b)(1)
annuities that would impose withdrawal restrictions on non-salary reduction contribution amounts in addition to
salary reduction contribution amounts, as well as other changes.

PRO.70600-08 66

     Individual Retirement Annuities. Section 408 of the Tax Code permits eligible individuals to contribute to an
individual retirement program known as an Individual Retirement Annuity (“IRA”). IRAs are subject to limits on the
amounts that can be contributed, the deductible amount of the contribution, the persons who may be eligible, and the
time when distributions commence. Also, distributions from IRAs, individual retirement accounts, and other types of
retirement plans may be “rolled over” on a tax-deferred basis into an IRA. If you make a tax-free rollover of a
distribution from an IRA you may not make another tax-free rollover from the IRA within a 1-year period. Sales of
the contract for use with IRAs may be subject to special requirements of the IRS.

The IRS has not reviewed the contracts described in this prospectus for qualification as IRAs and has not addressed,
in a ruling of general applicability, whether the contract’s death benefit provisions comply with IRS qualification
requirements.

     Roth IRAs. Section 408A of the Tax Code permits certain eligible individuals to contribute to a Roth IRA.
Contributions to a Roth IRA are subject to limits on the amount of contributions and the persons who may be eligible
to contribute, are not deductible, and must be made in cash or as a rollover or transfer from another Roth IRA or other
IRA. Certain qualifying individuals may convert an IRA, SEP, or a SIMPLE (Savings Incentive Match Plan for
Employees) to a Roth IRA. Such rollovers and conversions are subject to tax, and other special rules may apply. If
you make a tax-free rollover of a distribution from a Roth IRA to another Roth IRA, you may not make another tax-
free rollover from the Roth IRA from which the rollover was made within a 1-year period. A 10% penalty may apply
to amounts attributable to a conversion to a Roth IRA if the amounts are distributed during the five taxable years
beginning with the year in which the conversion was made.

Sales of a contract for use with a Roth IRA may be subject to special requirements of the IRS. The IRS has not
reviewed the contracts described in this prospectus for qualification as IRAs and has not addressed, in a ruling of
general applicability, whether the contract’s death benefit provisions comply with IRS qualification requirements.

Contributions
In order to be excludable from gross income for federal income tax purposes, total annual contributions to certain
qualified plans are limited by the Tax Code. You should consult with your tax adviser in connection with
contributions to a qualified contract.

Distributions–General
Certain tax rules apply to distributions from the contract. A distribution is any amount taken from a contract
including withdrawals, income phase payments, rollovers, exchanges and death benefit proceeds. We report the
taxable portion of all distributions to the IRS.

       403(b) Plans. All distributions from these plans are taxed as received unless one of the following is true:

The distribution is an eligible rollover distribution and is rolled over to another plan eligible to receive
rollovers or to a traditional IRA in accordance with the Tax Code;
You made after-tax contributions to the plan. In this case, depending upon the type of distribution, the
amount will be taxed according to the rules detailed in the Tax Code; or
The distribution is a qualified health insurance premium of a retired public safety officer as defined in the
Pension Protection Act of 2006.

A payment is an eligible rollover distribution unless it is:

Part of a series of substantially equal periodic payments (at least one per year) made over the life expectancy
of the participant or the joint life expectancy of the participant and his designated beneficiary or for a
specified period of 10 years or more;
A required minimum distribution under Tax Code section 401(a)(9);
A hardship withdrawal;
Otherwise excludable from income; or
Not recognized under applicable regulations as eligible for rollover.

PRO.70600-08 67

The Tax Code imposes a 10% penalty tax on the taxable portion of any distribution from a contract used with a
403(b) plan, unless certain exceptions, including one or more of the following, have occurred.

a)	You have attained age 59½;
b)	You have become disabled, as defined in the Tax Code;
c)	You have died and the distribution is to your beneficiary;
d)	You have separated from service with the sponsor at or after age 55;
e)	The distribution amount is rolled over into another eligible retirement plan or to an IRA in accordance with the terms of the Tax Code;
f)	You have separated from service with the plan sponsor and the distribution amount is made in substantially equal periodic payments (at least annually) over your life or the life expectancy or the joint lives or joint life expectancies of you and your designated beneficiary;
g)	The distribution is made due to an IRS levy upon your plan;
h)	The withdrawal amount is paid to an alternate payee under a Qualified Domestic Relations Order (QDRO); or
i)	The distribution is a qualified reservist distribution as defined under the Pension Protection Act of 2006 (403(b) plans only).

In addition, the 10% penalty tax does not apply to the amount of a distribution equal to unreimbursed medical
expenses incurred by you during the taxable year that qualify for deduction as specified in the Tax Code. The Tax
Code may provide other exceptions or impose other penalty taxes in other circumstances.

Effective January 1, 2009, and for any contracts or participant accounts established on or after that date, the new
403(b) regulations prohibit the distribution of amounts attributable to employer contributions before the earlier of
your severance from employment or prior to the occurrence of some event, such as after a fixed number of years, the
attainment of a stated age, or disability.

Distribution of amounts restricted under Tax Code section 403(b)(11) may only occur upon your death, attainment of
age 59½, severance from employment, disability or financial hardship, or under other exceptions as provided for by
the Tax Code or regulations. Such distributions remain subject to other applicable restrictions under the Tax Code.

If the Company agrees to accept amounts exchanged from a Tax Code section 403(b)(7) custodial account, such
amounts will be subject to the withdrawal restrictions set forth in Tax Code section 403(b)(7)(A)(ii).

Individual Retirement Annuities. All distributions from an IRA are taxed as received unless either one of the
following is true:

▷ The distribution is rolled over to another IRA or to a plan eligible to receive rollovers as permitted under the Tax
Code; or

▷ You made after-tax contributions to the IRA. In this case, the distribution will be taxed according to rules
detailed in the Tax Code.

The Tax Code imposes a 10% penalty tax on the taxable portion of any distribution from an IRA unless an exception
applies. In general, except for the exception for separation from service, the exceptions for 403(b) plans listed above
also apply to distributions from an IRA including the qualified reservist distribution. The 10% penalty tax does not
apply to a distribution made from an IRA to pay for health insurance premiums for certain unemployed individuals, a
qualified first-time home purchase, or for higher education expenses.

     Roth IRAs. A qualified distribution from a Roth IRA is not taxed when it is received. A qualified distribution is
a distribution:

▷    Made after the five-taxable year period beginning with the first taxable year for which a contribution was made to
a Roth IRA of the owner; and

▷    Made after you attain age 59½, die, become disabled as defined in the Tax Code, or for a qualified first-time
home purchase.

If a distribution is not qualified, it will be taxable to the extent of the accumulated earnings. A partial distribution will
first be treated as a return of contributions which is not taxable and then as taxable accumulated earnings.

PRO.70600-08 68

The Tax Code imposes a 10% penalty tax on the taxable portion of any distribution from a Roth IRA that is not a
qualified distribution unless certain exceptions have occurred. In general, the exceptions for an IRA described above
also apply to a distribution from a Roth IRA that is not a qualified distribution or a rollover to a Roth IRA that is not a
qualified rollover contribution. The 10% penalty tax is also waived on a distribution made from a Roth IRA to pay for
health insurance premiums for certain unemployed individuals, used for a qualified first-time home purchase, or for
higher education expenses.

Special Hurricane-Related Relief. The Katrina Emergency Tax Relief Act and the Gulf Opportunity Zone Act
provide tax relief to victims of Hurricanes Katrina, Rita and Wilma. The relief includes a waiver of the 10% penalty
tax on qualified hurricane distributions from eligible retirement plans (IRA and 403(b)). In addition, the 20%
mandatory withholding rules do not apply to these distributions and the tax may be spread out ratably over a three-
year period. A recipient of qualified hurricane distribution may also elect to re-contribute all or a portion of the
distribution to an eligible retirement plan within three (3) years of receipt without tax consequences. Other relief may
also apply. You should consult a competent tax adviser for further information.

Lifetime Required Minimum Distributions (IRA and 403(b) only). To avoid certain tax penalties, you and
any designated beneficiary must also meet the minimum distribution requirements imposed by the Tax Code. The
requirements do not apply to Roth IRA contracts while the owner is living. These rules may dictate the following:

Start date for distributions;
The time period in which all amounts in your contract(s) must be distributed; and
Distribution amounts.

Start Date and Time Period. Generally, you must begin receiving distributions from a traditional IRA by April
1 of the calendar year following the calendar year in which you attain age 70½. We must pay out distributions from
the contract over a period not extending beyond one of the following time periods:

Over your life or the joint lives of you and your designated beneficiary; or
Over a period not greater than your life expectancy or the joint life expectancies of you and your designated
beneficiary.

     Distribution Amounts. The amount of each required distribution must be calculated in accordance with Tax
Code section 401(a)(9). The entire interest in the account includes the amount of any outstanding rollover, transfer,
recharacterization, if applicable, and the actuarial present value of any other benefits provided under the account, such
as guaranteed death benefits.

     50% Excise Tax. If you fail to receive the minimum required distribution for any tax year, a 50% excise tax
may be imposed on the required amount that was not distributed.

Lifetime Required Minimum Distributions are not applicable to Roth IRAs. Further information regarding required
minimum distributions may be found in your contract.

Required Distributions Upon Death (Section 403(b), IRAs and Roth IRAs Only). Different distribution
requirements apply after your death, depending upon if you have been receiving required minimum distributions.
Further information regarding required distributions upon death may be found in your contract.

If your death occurs on or after you begin receiving minimum distributions under the contract, distributions generally
must be made at least as rapidly as under the method in effect at the time of your death. Tax Code section 401(a)(9)
provides specific rules for calculating the required minimum distributions after your death.

If your death occurs before you begin receiving minimum distributions under the contract, your entire balance must
be distributed by December 31 of the calendar year containing the fifth anniversary of the date of your death. For
example, if you died on September 1, 2008, your entire balance must be distributed to the designated beneficiary by
December 31, 2013. However, if distributions begin by December 31 of the calendar year following the calendar
year of your death, and you have named a designated beneficiary, then payments may be made within one of the
following timeframes:

▷    Over the life of the designated beneficiary; or

▷    Over a period not extending beyond the life expectancy of the designated beneficiary.

PRO.70600-08 69

     Start Dates for Spousal Beneficiaries. If the designated beneficiary is your spouse, distributions must begin on
or before the later of the following:

▷   December 31 of the calendar year following the calendar year of your death; or

▷    December 31 of the calendar year in which you would have attained age 70½.

     No Designated Beneficiary. If there is no designated beneficiary, the entire interest generally must be
distributed by the end of the calendar containing the fifth anniversary of the contract owner’s death.

     Special Rule for IRA Spousal Beneficiaries (IRAs and Roth IRAs Only). In lieu of taking a distribution under
these rules, if the sole designated beneficiary is the contract owner’s surviving spouse, the spousal beneficiary may
elect to treat the contract as his or her own IRA and defer taking a distribution until his or her own start date. The
surviving spouse is deemed to have made such an election if the surviving spouse makes a rollover to or from the
contract or fails to take a distribution within the required time period.

Withholding
Any taxable distributions under the contract are generally subject to withholding. Federal income tax liability rates
vary according to the type of distribution and the recipient’s tax status.

     403(b) Plans. Generally, distributions from these plans are subject to a mandatory 20% federal income tax
withholding. However, mandatory withholding will not be required if you elect a direct rollover of the distributions to
an eligible retirement plan or in the case of certain distributions described in the Tax Code.

     IRAs and Roth IRAs. Generally, you or, if applicable, a designated beneficiary may elect not to have tax
withheld from distributions.

     Non-resident Aliens. If you or your designated beneficiary is a non-resident alien, then any withholding is
governed by Tax Code section 1441 based on the individual’s citizenship, the country of domicile and treaty status.

Assignment and Other Transfers

Section 403(b) Plans. Adverse tax consequences to the plan and/or to you may result if your beneficial interest
in the contract is assigned or transferred to persons other than:

A plan participant as a means to provide benefit payments;
An alternate payee under a qualified domestic relations order in accordance with Tax Code section 414(p); or
The Company as collateral for a loan.

IRAS and Roth IRAs. The Tax Code does not allow a transfer or assignment of your rights under the contracts
except in limited circumstances. Adverse tax consequences may result if you assign or transfer your interest in the
contract to persons other than your spouse incident to a divorce. Anyone contemplating such an assignment or
transfer should contact a qualified tax adviser regarding the potential tax effects of such a transaction.

Tax Consequences of Living Benefits and Death Benefits

Living Benefits. Except as otherwise noted below, when a withdrawal from a nonqualified contract occurs
under a minimum guaranteed withdrawal benefit rider (including the ING LifePay/ING Joint LifePay riders or the
ING LifePay Plus/ING Joint LifePay Plus riders), the amount received will be treated as ordinary income subject to
tax up to an amount equal to the excess (if any) of the contract value (unreduced by the amount of any deferred sales
charge) immediately before the distribution over the contract owner’s investment in the contract at that time.

PRO.70600-08 70

Investment in the contract is generally equal to the amount of all contributions to the contract, plus amounts
previously included in your gross income as the result of certain loans, assignments, or gifts, less the aggregate
amount of non-taxable distributions previously made. For nonqualified contracts, the income on the contract for
purposes of calculating the taxable amount of a distribution may be unclear. For example, the living benefits
provided under a MGWB rider (including the ING LifePay/ING Joint Life Pay riders or the ING LifePay Plus/ING
Joint LifePay Plus riders), or the MGIB rider, as well as the market value adjustment, could increase the contract
value that applies. Thus, the income on the contract could be higher than the amount of income that would be
determined without regard to such a benefit. As a result, you could have higher amounts of income than will be
reported to you. In addition, payments under any guaranteed payment phase of such riders after the contract value
has been reduced to zero may be subject to the exclusion ratio rules under Tax Code section 72(b) for tax purposes.

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

Enhanced Death Benefits. The contract offers a death benefit that may exceed the greater of the premium
payments and the contract value. It is possible that the IRS could characterize such a death benefit as an incidental
death benefit. There are limitations on the amount of incidental benefits that may be provided under pension and
profit sharing plans. In addition, the provision of such benefits may result in currently taxable income to contract
owners, and the presence of the death benefit could affect the amount of required minimum distributions. Finally,
certain charges are imposed with respect to some of the available death benefits. It is possible those charges (or some
portion thereof) could be treated for federal tax purposes as a distribution from the contract.

Possible Changes in Taxation

Although the likelihood of legislative change and tax reform is uncertain, there is always the possibility that the tax
treatment of the contracts could change by legislation or other means. It is also possible that any change could be
retroactive (that is, effective before the date of the change). The Pension Protection Act of 2006 made permanent
pension and IRA provisions under the Economic Growth and Tax Relief Reconciliation Act of 2001. You should
consult a tax adviser with respect to legislative developments and their effect on the contract.

Taxation of the Company

We are taxed as a life insurance company under the Tax Code. The separate account is not a separate entity from us.
Therefore, it is not taxed separately as a “regulated investment company,” but is taxed as part of the Company.

We automatically apply investment income and capital gains attributable to the separate account to increase reserves
under the contracts. Because of this, under existing federal tax law we believe that any such income and gains will
not be taxed to the extent that such income and gains are applied to increase reserves under the contracts. In addition,
any foreign tax credits attributable to the separate account will be first used to reduce any income taxes imposed on
the separate account before being used by the Company.

In summary, we do not expect that we will incur any federal income tax liability attributable to the separate account
and we do not intend to make any provision for such taxes. However, changes in federal tax laws and/or their
interpretation may result in our being taxed on income or gains attributable to the separate account. In this case, we
may impose a charge against the separate account (with respect to some or all of the contracts) to set aside provisions
to pay such taxes. We may deduct this amount from the separate account, including from your contract value
invested in the subaccounts.

PRO.70600-08 71

STATEMENT OF ADDITIONAL INFORMATION

Table of Contents
Introduction
Description of ING USA Annuity and Life Insurance Company
Separate Account B
Safekeeping of Assets
Independent Registered Public Accounting Firm
Distribution of Contracts
IRA Partial Withdrawal Option
Other Information
Financial Statements of Separate Account B
Financial Statements of ING USA Annuity and Life Insurance Company

________________________________________________________________________________________

Please tear off, complete and return the form below to order a free Statement of Additional Information for the
contracts offered under the prospectus, free of charge. Address the form to our Customer Service Center; the
address is shown on the prospectus cover.
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PLEASE SEND ME:

¨ A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION FOR SEPARATE
ACCOUNT B

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Name

__________________________________________________
Social Security Number

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Street Address

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City, State, Zip

04/28/2008
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PRO.70600-08 72

APPENDIX A

CONDENSED FINANCIAL INFORMATION

Except for subaccounts which did not commence operations as of December 31, 2007, the following tables give (1) the accumulation unit value (“AUV”) at the
beginning of the period, (2) the AUV at the end of the period and (3) the total number of accumulation units outstanding at the end of the period for each
subaccount of ING USA Separate Account B available under the Contract for the indicated periods.

Separate Account Annual Charges of 0.75 %

	2007	2006	2005	2004	2003	2002
FIDELITY^®VIP CONTRAFUND^®PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$16.27 $18.94 754,188	$14.71 $16.27 913,687	$12.70 $14.71 599,653	$11.11 $12.70 337,248	$8.73 $11.11 234,386	$9.74 $8.73 18,395




FIDELITY^®VIP EQUITY-INCOME PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.06 $14.13 344,699	$11.81 $14.06 382,560	$11.27 $11.81 339,023	$10.21 $11.27 351,282	$7.91 $10.21 321,037	$9.62 $7.91 21,034




FRANKLIN SMALL CAP VALUE SECURITIES FUND (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$18.15 $17.58 87,893	$15.63 $18.15 115,207	$14.48 $15.63 65,724	$11.79 $14.48 19,788	$8.99 $11.79 11,105	$9.98 $8.99 1,802




ING AMERICAN CENTURY LARGE COMPANY VALUE PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.90 $12.54 15,715	$10.89 $12.90 25,095	$10.84 $10.89 21,354	$9.92 $10.84 36,068	$7.61 $9.92 32,122	$9.94 $7.61 487





ING AMERICAN CENTURY SMALL-MID CAP VALUE PORTFOLIO (Fund first available during May 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$16.11 $15.53 3,944	$14.06 $16.11 11,558	$13.14 $14.06 10,939	$10.91 $13.14 12,505	$8.11 $10.91 11,451	$10.00 $8.11 0





ING AMERICAN FUNDS GROWTH PORTFOLIO (Funds were first received in this option during September 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.53 $12.79 219,886	$10.60 $11.53 260,069	$9.95 $10.60 16,580




ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO (Funds were first received in this option during September 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.52 $11.95 121,485	$10.13 $11.52 149,129	$9.76 $10.13 17,020

CFI 1

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003	2002
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO (Funds were first received in this option during September 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.94 $15.33 271,710	$11.01 $12.94 214,094	$10.14 $11.01 64,347




ING BARON SMALL CAP GROWTH PORTFOLIO (Fund first available during May 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$17.87 $18.82 109,066	$15.62 $17.87 136,753	$14.66 $15.62 86,471	$11.54 $14.66 38,600	$8.72 $11.54 53,076	$10.00 $8.72 0




ING BLACKROCK GLOBAL SCIENCE AND TECHNOLOGY PORTFOLIO (Funds were first received in this option during August 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$13.64 $16.09 10,631	$12.87 $13.64 11,674	$11.70 $12.87 3,984





ING BLACKROCK LARGE CAP GROWTH PORTFOLIO (CLASS I) (Funds were first received in this option during April 2007) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.03 $9.81 15,122





ING BLACKROCK LARGE CAP GROWTH PORTFOLIO (CLASS S) (Funds were first received in this option during December 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.38 $11.00 8,339	$10.49 $10.38 2,667





ING DAVIS NEW YORK VENTURE PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.98 $13.41 22,458	$11.48 $12.98 32,878	$11.14 $11.48 30,426	$10.35 $11.14 40,561	$7.41 $10.35 44,075	$9.99 $7.41 1,232




ING DIVERSIFIED INTERNATIONAL FUND (Funds were first received in this option during February 2007) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.97 $11.86 2,325




ING EVERGREEN OMEGA PORTFOLIO (Funds were first received in this option during September 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.89 $13.17 1,063	$11.34 $11.89 3,613	$11.05 $11.34 4,478

CFI 2

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003	2002
ING FMR^SMLARGE CAP GROWTH PORTFOLIO (Funds were first received in this option during April 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$9.94 $10.21 89,842	$9.97 $9.94 122,452




ING JPMORGAN INTERNATIONAL PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$16.24 $17.69 30,342	$13.42 $16.24 24,983	$12.32 $13.42 31,334	$10.46 $12.32 31,522	$8.14 $10.46 21,669	$10.04 $8.14 534




ING JPMORGAN MID CAP VALUE PORTFOLIO (Fund first available during May 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$17.70 $17.98 84,163	$15.31 $17.70 87,571	$14.21 $15.31 50,519	$11.88 $14.21 19,960	$9.20 $11.88 13,543	$10.00 $9.20 0




ING LEGG MASON PARTNERS AGGRESSIVE GROWTH PORTFOLIO (Funds were first received in this option during November 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$13.08 $12.73 6,628	$11.98 $13.08 7,816	$11.70 $11.98 4,707





ING LEGG MASON VALUE PORTFOLIO (Funds were first received in this option during September 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.22 $11.40 26,023	$11.56 $12.22 33,854	$10.90 $11.56 15,922




ING LIQUID ASSETS PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$18.40 $19.17 298,024	$17.72 $18.40 153,120	$17.37 $17.72 34,025	$17.34 $17.37 31,348	$17.34 $17.34 23,815	$17.22 $17.34 25,089




ING MFS TOTAL RETURN PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$29.43 $30.38 76,172	$26.49 $29.43 104,135	$25.94 $26.49 139,054	$23.52 $25.94 101,092	$20.30 $23.52 66,352	$21.55 $20.30 24,145




ING OPCAP BALANCED VALUE PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.34 $11.76 14,367	$11.25 $12.34 22,445	$11.04 $11.25 35,128	$10.08 $11.04 37,831	$7.80 $10.08 36,432	$9.97 $7.80 16,208




ING OPPENHEIMER GLOBAL PORTFOLIO (I CLASS) (Funds were first received in this option during April 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.12 $14.94 158,013	$12.06 $14.12 231,483	$10.06 $12.06 335,304

CFI 3

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003	2002
ING OPPENHEIMER GLOBAL PORTFOLIO (S CLASS) (Fund first available during May 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$16.36 $17.27 200,451	$14.02 $16.36 271,980	$12.47 $14.02 125,557	$10.92 $12.47 11,617	$8.35 $10.92 3,128	$10.00 $8.35 223




ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO (Funds were first received in this option during April 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.87 $11.72 256,666	$10.12 $10.87 158,225	$10.01 $10.12 129,252




ING OPPORTUNISTIC LARGE CAP GROWTH PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.47 $12.21 16,606	$10.30 $10.47 14,239	$9.52 $10.30 18,523	$8.96 $9.52 22,728	$6.94 $8.96 23,795	$9.87 $6.94 6,569





ING OPPORTUNISTIC LARGE CAP VALUE PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.86 $11.08 17,776	$9.45 $10.86 36,700	$8.92 $9.45 26,676	$8.18 $8.92 28,400	$6.63 $8.18 29,877	$9.05 $6.63 8,767




ING PIMCO CORE BOND PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$15.28 $16.53 32,054	$14.76 $15.28 18,781	$14.51 $14.76 19,134	$13.94 $14.51 15,494	$13.41 $13.94 22,526	$12.43 $13.41 11,209




ING PIMCO HIGH YIELD PORTFOLIO (Funds were first received in this option during May 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.41 $11.65 177,314	$10.56 $11.41 195,700	$10.20 $10.56 67,117




ING PIMCO TOTAL RETURN PORTFOLIO (Fund first available during May 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.03 $13.06 130,180	$11.65 $12.03 126,334	$11.50 $11.65 135,399	$11.11 $11.50 102,583	$10.75 $11.11 131,991	$10.00 $10.75 55,182




ING PIONEER FUND PORTFOLIO (Funds were first received in this option during September 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.78 $13.33 38,535	$11.03 $12.78 47,686	$10.74 $11.03 40,290




ING PIONEER MID CAP VALUE PORTFOLIO (Funds were first received in this option during May 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.20 $12.78 103,549	$10.94 $12.20 139,643	$10.27 $10.94 118,868

CFI 4

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003	2002
ING SOLUTION 2015 PORTFOLIO (Funds were first received in this option during August 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.78 $12.23 53,038	$10.72 $11.78 82,464	$10.51 $10.72 3,654




ING SOLUTION 2025 PORTFOLIO (Funds were first received in this option during August 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.23 $12.70 64,247	$10.94 $12.23 52,414	$10.61 $10.94 4,318




ING SOLUTION 2035 PORTFOLIO (Funds were first received in this option during July 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.58 $13.14 9,762	$11.10 $12.58 24,237	$10.75 $11.10 1,474




ING SOLUTION 2045 PORTFOLIO (Funds were first received in this option during May 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.92 $13.56 8,606	$12.16 $12.92 1,606




ING SOLUTION INCOME PORTFOLIO (Funds were first received in this option during February 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.02 $11.50 52,437	$10.39 $11.02 16,951




ING T. ROWE PRICE DIVERSIFIED MID CAP GROWTH PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.41 $13.92 56,820	$11.48 $12.41 74,242	$10.61 $11.48 37,655	$9.85 $10.61 27,168	$6.86 $9.85 32,473	$9.90 $6.86 0





ING T. ROWE PRICE EQUITY INCOME PORTFOLIO (Funds were first received in this option during May 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.65 $12.94 38,381	$10.70 $12.65 29,680	$10.33 $10.70 10,509




ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.52 $13.62 133,890	$11.16 $12.52 153,128	$10.62 $11.16 174,765	$9.75 $10.62 166,665	$7.52 $9.75 173,019	$9.91 $7.52 18,694




ING THORNBURG VALUE PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.29 $11.99 52,491	$9.76 $11.29 59,105	$9.71 $9.76 22,881	$8.69 $9.71 31,110	$6.85 $8.69 35,846	$9.91 $6.85 10,569

CFI 5

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003	2002
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.68 $12.70 29,474	$11.18 $12.68 33,090	$10.33 $11.18 13,249	$9.08 $10.33 9,007	$7.35 $9.08 7,245	$9.91 $7.35 0




ING VAN KAMPEN COMSTOCK PORTFOLIO (Fund first available during May 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.68 $14.24 128,460	$12.77 $14.68 166,991	$12.43 $12.77 180,683	$10.73 $12.43 142,628	$8.34 $10.73 89,527	$10.00 $8.34 4,738




ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (I CLASS) (Funds were first received in this option during April 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.22 $12.56 230,012	$10.93 $12.22 249,753	$10.06 $10.93 305,069





ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (S CLASS) (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.45 $12.76 356,547	$11.16 $12.45 365,656	$10.43 $11.16 132,381	$9.50 $10.43 10,731	$7.54 $9.50 7,594	$9.88 $7.54 297





ING VP BALANCED PORTFOLIO, INC. (Fund first available during September 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$13.78 $14.41 71,174	$12.67 $13.78 112,784	$12.27 $12.67 103,794	$11.34 $12.27 104,648	$10.00 $11.34 71,914




ING VP FINANCIAL SERVICES PORTFOLIO (Funds were first received in this option during December 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$13.53 $11.73 3,582	$11.64 $13.53 4,610	$11.70 $11.64 849




ING VP GROWTH AND INCOME PORTFOLIO (Fund first available during September 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$15.75 $16.75 145,542	$13.95 $15.75 150,140	$13.02 $13.95 110,132	$12.14 $13.02 93,560	$10.00 $12.14 124,019




ING VP INDEX PLUS INTERNATIONAL EQUITY PORTFOLIO (Funds were first received in this option during April 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.95 $11.76 140,156	$10.02 $10.95 71,104

CFI 6

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003	2002
ING VP INDEX PLUS LARGECAP PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.82 $12.29 589,242	$10.42 $11.82 706,796	$9.99 $10.42 699,498	$9.13 $9.99 642,836	$7.31 $9.13 714,143	$9.41 $7.31 71,090




ING VP INDEX PLUS MIDCAP PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$15.58 $16.28 296,035	$14.39 $15.58 390,173	$13.08 $14.39 317,559	$11.32 $13.08 264,296	$8.64 $11.32 258,278	$9.92 $8.64 22,538




ING VP INDEX PLUS SMALLCAP PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$17.01 $15.79 142,060	$15.10 $17.01 190,380	$14.17 $15.10 158,913	$11.73 $14.17 125,338	$8.70 $11.73 128,985	$10.12 $8.70 18,192




ING VP INTERMEDIATE BOND PORTFOLIO (Fund first available during September 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.29 $12.89 423,111	$11.93 $12.29 453,380	$11.68 $11.93 207,458	$11.25 $11.68 102,679	$10.00 $11.25 113,933




ING VP INTERNATIONAL VALUE PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$17.53 $19.57 164,410	$13.71 $17.53 147,019	$12.67 $13.71 92,086	$10.91 $12.67 51,621	$8.47 $10.91 38,096	$10.01 $8.47 4,649




ING VP MIDCAP OPPORTUNITIES PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.65 $15.75 35,218	$11.84 $12.65 38,945	$10.83 $11.84 34,310	$9.82 $10.83 33,260	$7.24 $9.82 28,402	$9.85 $7.24 1,700




ING VP REAL ESTATE PORTFOLIO (Funds were first received in this option during May 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$15.63 $12.98 102,022	$11.59 $15.63 143,696	$10.00 $11.59 25,807




ING VP SMALL COMPANY PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.72 $15.44 37,156	$12.78 $14.72 43,693	$11.70 $12.78 39,462	$10.33 $11.70 48,702	$7.56 $10.33 52,291	$9.95 $7.56 16,504




ING VP SMALLCAP OPPORTUNITIES PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$8.44 $9.20 27,152	$7.57 $8.44 33,355	$7.00 $7.57 25,336	$6.42 $7.00 16,344	$4.67 $6.42 19,261	$8.37 $4.67 3,071

CFI 7

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003	2002
ING VP STRATEGIC ALLOCATION CONSERVATIVE PORTFOLIO (Funds were first received in this option during November 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.44 $15.12 28,152	$13.45 $14.44 20,424	$13.27 $13.45 3,111





ING VP STRATEGIC ALLOCATION GROWTH PORTFOLIO (Funds were first received in this option during October 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$17.46 $18.15 10,802	$15.58 $17.46 10,153	$14.79 $15.58 883





ING VP STRATEGIC ALLOCATION MODERATE PORTFOLIO (Funds were first received in this option during November 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$15.92 $16.63 16,838	$14.48 $15.92 14,341	$14.24 $14.48 351





OPPENHEIMER MAIN STREET SMALL CAP FUND^®/VA (Funds were first received in this option during July 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$19.32 $18.90 25,199	$16.97 $19.32 20,003	$16.32 $16.97 2,471




PIMCO VIT REAL RETURN PORTFOLIO (Funds were first received in this option during July 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.06 $11.03 64,973	$10.05 $10.06 52,652	$10.01 $10.05 18,256




PIONEER EQUITY INCOME VCT PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.69 $14.66 232,135	$12.12 $14.69 216,456	$11.58 $12.12 134,598	$10.05 $11.58 70,739	$8.28 $10.05 55,947	$9.94 $8.28 15,836

Separate Account Annual Charges of 0.95 %

	2007	2006	2005	2004	2003	2002
FIDELITY^®VIP CONTRAFUND^®PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$16.09 $18.69 1,081,788	$14.57 $16.09 1,102,341	$12.61 $14.57 801,875	$11.06 $12.61 551,666	$8.71 $11.06 40,201	$9.73 $8.71 4,124

CFI 8

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003	2002
FIDELITY^®VIP EQUITY-INCOME PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$13.90 $13.94 458,954	$11.70 $13.90 453,901	$11.19 $11.70 537,653	$10.16 $11.19 519,515	$7.89 $10.16 6,929	$9.61 $7.89 2,414




FRANKLIN SMALL CAP VALUE SECURITIES FUND (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$17.96 $17.37 19,781	$15.50 $17.96 24,704	$14.39 $15.50 12,027	$11.74 $14.39 10,156	$8.97 $11.74 8,955	$9.98 $8.97 137




ING AMERICAN CENTURY LARGE COMPANY VALUE PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.77 $12.39 1,292	$10.80 $12.77 2,300	$10.41 $10.80 3,269			$9.94 $7.60 0





ING AMERICAN CENTURY SMALL-MID CAP VALUE PORTFOLIO (Fund first available during May 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$15.96 $15.35 3,080	$13.96 $15.96 3,124	$13.07 $13.96 3,737	$10.87 $13.07 2,297	$8.10 $10.87 864	$10.00 $8.10 215





ING AMERICAN FUNDS GROWTH PORTFOLIO (Funds were first received in this option during November 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.50 $12.73 1,169,947	$10.59 $11.50 1,185,983	$10.47 $10.59 954,760




ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO (Funds were first received in this option during November 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.49 $11.89 39,397	$10.12 $11.49 961,105	$10.09 $10.12 816,775





ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO (Funds were first received in this option during October 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.90 $15.26 683,634	$11.00 $12.90 643,796	$9.76 $11.00 543,376




ING BARON SMALL CAP GROWTH PORTFOLIO (Fund first available during May 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$17.70 $18.61 2,030,746	$15.51 $17.70 182,234	$14.58 $15.51 92,016	$11.51 $14.58 11,022	$8.70 $11.51 12,488	$10.00 $8.70 0

CFI 9

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003	2002
ING BLACKROCK GLOBAL SCIENCE AND TECHNOLOGY PORTFOLIO (Funds were first received in this option during October 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$13.60 $16.01 4,787	$12.85 $13.60 3,893	$11.98 $12.85 519





ING BLACKROCK LARGE CAP GROWTH PORTFOLIO (CLASS S) (Funds were first received in this option during December 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.38 $10.98 171,396	$10.49 $10.38 174,139





ING DAVIS NEW YORK VENTURE PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.85 $13.25 116,972	$11.39 $12.85 58,623	$11.07 $11.39 3,442	$10.31 $11.07 13	$7.40 $10.31 124	$9.99 $7.40 0




ING EVERGREEN OMEGA PORTFOLIO (Funds were first received in this option during September 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.85 $13.10 48,771	$11.33 $11.85 55,227	$11.04 $11.33 57,738




ING FMR^SMLARGE CAP GROWTH PORTFOLIO (Funds were first received in this option during April 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$9.92 $10.18 204,097	$9.97 $9.92 254,921




ING JPMORGAN INTERNATIONAL PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$16.08 $17.48 69,640	$13.31 $16.08 63,803	$12.24 $13.31 91,194	$10.42 $12.24 63,463	$8.13 $10.42 708	$10.04 $8.13 385




ING JPMORGAN MID CAP VALUE PORTFOLIO (Fund first available during May 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$17.53 $17.77 116,454	$15.19 $17.53 133,617	$14.14 $15.19 155,270	$11.84 $14.14 110,487	$9.19 $11.84 1,977	$10.00 $9.19 0




ING LEGG MASON PARTNERS AGGRESSIVE GROWTH PORTFOLIO (Funds were first received in this option during June 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$13.03 $12.67 46,282	$11.98 $13.03 66,411

CFI 10

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003	2002
ING LEGG MASON VALUE PORTFOLIO (Funds were first received in this option during September 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.17 $11.33 295,570	$11.54 $12.17 425,241	$10.72 $11.54 331,355




ING LIQUID ASSETS PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$17.75 $18.45 882,906	$17.12 $17.75 404,335	$16.82 $17.12 392,748	$16.82 $16.82 298,469	$16.86 $16.82 1,754	$16.78 $16.86 0




ING MFS TOTAL RETURN PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$28.71 $29.58 429,880	$25.90 $28.71 446,311	$25.41 $25.90 449,947	$23.09 $25.41 288,602	$19.96 $23.09 231	$21.24 $19.96 414




ING OPCAP BALANCED VALUE PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.21 $11.61 2,612	$11.16 $12.21 7,602	$10.97 $11.16 7,322	$10.64 $10.97 4,880		$9.97 $7.78 0




ING OPPENHEIMER GLOBAL PORTFOLIO (I CLASS) (Funds were first received in this option during April 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.07 $14.86 127,705	$12.04 $14.07 143,733	$10.06 $12.04 161,425




ING OPPENHEIMER GLOBAL PORTFOLIO (S CLASS) (Fund first available during May 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$16.21 $17.07 222,722	$13.91 $16.21 206,864	$12.40 $13.91 80,754	$10.89 $12.40 46,615	$8.34 $10.89 1,761	$10.00 $8.34 0




ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO (Funds were first received in this option during April 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.83 $11.65 44,914	$10.11 $10.83 24,203	$10.01 $10.11 13,963




ING OPPORTUNISTIC LARGE CAP GROWTH PORTFOLIO (Funds were first received in this option during October 2007) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.26 $12.07 5,428





ING OPPORTUNISTIC LARGE CAP VALUE PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.74 $10.93 98,415	$9.37 $10.74 105,239	$8.86 $9.37 119,627	$8.14 $8.86 68,299	$6.62 $8.14 158	$9.04 $6.62 0

CFI 11

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003	2002
ING PIMCO CORE BOND PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.91 $16.09 865,440	$14.43 $14.91 729,381	$14.22 $14.43 677,488	$13.68 $14.22 530,901	$13.19 $13.68 4,579	$12.25 $13.19 7,405




ING PIMCO HIGH YIELD PORTFOLIO (Funds were first received in this option during October 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.37 $11.59 468,548	$10.54 $11.37 494,461	$10.36 $10.54 449,879




ING PIMCO TOTAL RETURN PORTFOLIO (Fund first available during May 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.91 $12.91 3,723	$11.57 $11.91 3,891	$11.44 $11.57 3,981

				$11.07 $11.44 2,727	$10.74 $11.07 3,443	$10.00 $10.74 0


ING PIONEER FUND PORTFOLIO (Funds were first received in this option during September 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.74 $13.26 75,350	$11.01 $12.74 94,320	$10.68 $11.01 46,834




ING PIONEER MID CAP VALUE PORTFOLIO (Funds were first received in this option during September 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.16 $12.71 150,075	$10.93 $12.16 78,868	$10.63 $10.93 50,406




ING SOLUTION 2015 PORTFOLIO (Funds were first received in this option during March 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.74 $12.17 10,544	$11.00 $11.74 7,325




ING SOLUTION 2025 PORTFOLIO (Funds were first received in this option during May 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.19 $12.63 6,311	$11.63 $12.19 11,103




ING SOLUTION 2035 PORTFOLIO (Funds were first received in this option during May 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.54 $13.07 20,767	$11.45 $12.54 29,966




ING SOLUTION INCOME PORTFOLIO (Funds were first received in this option during June 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.98 $11.44 10,639	$10.27 $10.98 6,916

CFI 12

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003	2002
ING T. ROWE PRICE DIVERSIFIED MID CAP GROWTH PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.29 $13.76 11,373	$11.39 $12.29 15,576	$10.76 $11.39 841	$9.81 $9.81 0	$6.85 $9.8 1,721	$9.90 $6.85 0





ING T. ROWE PRICE EQUITY INCOME PORTFOLIO (Funds were first received in this option during July 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.61 $12.87 295,700	$10.69 $12.61 277,537	$10.34 $10.69 262,026




ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.40 $13.46 58,035	$11.07 $12.40 19,402	$10.55 $11.07 19,420	$9.71 $10.55 23,973	$7.51 $9.71 20,178	$9.91 $7.51 391




ING THORNBURG VALUE PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.18 $11.85 6,625	$9.83 $11.18 5,538				$9.91 $6.84 0




ING UBS U.S. LARGE CAP EQUITY PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.55 $12.55 12,795	$11.09 $12.55 51,607	$10.12 $11.09 9,737			$9.91 $7.33 0




ING VAN KAMPEN COMSTOCK PORTFOLIO (Fund first available during May 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.54 $14.08 263,658	$12.67 $14.54 293,925	$12.36 $12.67 238,674	$10.69 $12.36 160,272	$8.32 $10.69 7,937	$10.00 $8.32 0




ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (I CLASS) (Funds were first received in this option during April 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.18 $12.49 15,409	$10.91 $12.18 21,170	$10.06 $10.91 21,519





ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (S CLASS) (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.33 $12.61 172,197	$11.07 $12.33 141,670	$10.37 $11.07 66,380	$9.83 $10.37 3,976		$9.88 $7.52 0

CFI 13

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003	2002
ING VP BALANCED PORTFOLIO, INC. (Funds were first received in this option during October 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$13.68 $14.27 70,387	$12.60 $13.68 103,173	$12.22 $12.60 5,025




ING VP FINANCIAL SERVICES PORTFOLIO (Funds were first received in this option during December 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$13.48 $11.66 82,693	$11.62 $13.48 113,214	$11.64 $11.62 89,933




ING VP GROWTH AND INCOME PORTFOLIO (Funds were first received in this option during November 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$15.63 $16.59 10,818	$13.88 $15.63 12,489	$14.06 $13.88 9,277




ING VP INDEX PLUS INTERNATIONAL EQUITY PORTFOLIO (Funds were first received in this option during April 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.94 $11.72 89,662	$10.02 $10.94 90,038





ING VP INDEX PLUS LARGECAP PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.69 $12.13 1,699,281	$10.33 $11.69 452,786	$9.92 $10.33 450,474	$9.08 $9.92 418,924	$7.28 $9.08 31,451	$9.40 $7.28 2,369




ING VP INDEX PLUS MIDCAP PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$15.41 $16.07 447,606	$14.26 $15.41 537,641	$12.99 $14.26 553,807	$11.27 $12.99 517,452	$8.61 $11.27 32,539	$9.91 $8.61 5,073




ING VP INDEX PLUS SMALLCAP PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$16.82 $15.58 299,368	$14.97 $16.82 350,784	$14.07 $14.97 397,971	$11.67 $14.07 336,053	$8.68 $11.67 3,911	$10.11 $8.68 1,382




ING VP INTERMEDIATE BOND PORTFOLIO (Fund first available during September 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.18 $12.75 463,401	$11.84 $12.18 383,919	$11.62 $11.84 147,290	$11.21 $11.62 3,636	$10.00 $11.21 3,638




ING VP INTERNATIONAL VALUE PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$17.35 $19.35 27,043	$13.60 $17.35 32,902	$12.59 $13.60 18,570	$10.86 $12.59 917	$8.45 $10.86 1,154	$10.01 $8.45 289

CFI 14

Condensed Financial Information (continued)


	2007	2006	2005	2004	2003	2002
ING VP MIDCAP OPPORTUNITIES PORTFOLIO (Funds were first received in this option during May 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.52 $15.56 1,331	$12.19 $12.52 409




ING VP REAL ESTATE PORTFOLIO (Funds were first received in this option during August 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$15.58 $12.91 14,240	$11.58 $15.58 29,985	$11.03 $11.58 9,922




ING VP SMALL COMPANY PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.57 $15.25 6,268	$12.68 $14.57 6,377	$11.63 $12.68 1,625	$10.29 $11.63 543	$7.54 $10.29 4,207	$9.95 $7.54 4,208




ING VP SMALLCAP OPPORTUNITIES PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$8.34 $9.07 5,858	$7.49 $8.34 6,013	$6.95 $7.49 0	$5.82 $6.95 94		$8.36 $4.66 0




ING VP STRATEGIC ALLOCATION CONSERVATIVE PORTFOLIO (Funds were first received in this option during November 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.39 $15.04 19,112	$13.43 $14.39 6,577	$13.28 $13.43 4,946





ING VP STRATEGIC ALLOCATION MODERATE PORTFOLIO (Funds were first received in this option during August 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$15.87 $16.54 985	$14.46 $15.87 1,120	$14.37 $14.46 1,272





OPPENHEIMER MAIN STREET SMALL CAP FUND^®/VA (Funds were first received in this option during November 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$19.25 $18.80 4,585	$16.95 $19.25 5,385	$16.71 $16.95 1,918




PIMCO VIT REAL RETURN PORTFOLIO (Funds were first received in this option during August 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.02 $10.97 18,399	$10.04 $10.02 24,624	$9.98 $10.04 7,579

CFI 15

Condensed Financial Information (continued)


	2007	2006	2005	2004	2003	2002
PIONEER EQUITY INCOME VCT PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.55 $14.49 37,918	$12.03 $14.55 36,105	$11.51 $12.03 30,986	$10.01 $11.51 31,860	$8.27 $10.01 27,693	$9.94 $8.27 5,737

Separate Account Annual Charges of 1.00%


	2006	2006	2005	2004	2003
FIDELITY^®VIP CONTRAFUND^®PORTFOLIO (Fund first available during December 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$16.87 $19.59 1,755,582	$15.29 $16.87 865,538	$13.24 $15.29 385,118	$11.62 $13.24 271,256	$10.00 $11.62 56,254




FIDELITY^®VIP EQUITY-INCOME PORTFOLIO (Fund first available during November 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$16.03 $16.08 531,780	$13.50 $16.03 313,852	$12.92 $13.50 189,793	$11.73 $12.92 212,082	$10.00 $11.73 33,633




FRANKLIN SMALL CAP VALUE SECURITIES FUND (Fund first available during January 2004) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$18.63 $18.00 227,462	$16.08 $18.63 82,464	$14.94 $16.08 36,876	$12.29 $14.94 23,539




ING AMERICAN CENTURY LARGE COMPANY VALUE PORTFOLIO (Fund first available during December 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.99 $14.54 15,883	$12.69 $14.99 21,039	$12.66 $12.69 23,574	$11.62 $12.66 12,503	$10.00 $11.62 2,220





ING AMERICAN CENTURY SMALL-MID CAP VALUE PORTFOLIO (Fund first available during November 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$17.34 $16.66 22,503	$15.17 $17.34 19,910	$14.21 $15.17 15,825	$11.83 $14.21 12,366	$10.00 $11.83 1,839





ING AMERICAN FUNDS GROWTH PORTFOLIO (Funds were first received in this option during October 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.49 $12.72 1,926,941	$10.59 $11.49 492,190	$9.62 $10.59 64,458

CFI 16

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO (Funds were first received in this option during September 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.48 $11.88 1,404,115	$10.12 $11.48 277,011	$9.89 $10.12 55,034





ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO (Funds were first received in this option during October 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.89 $15.24 1,549,134	$11.00 $12.89 542,505	$10.15 $11.00 59,588




ING BARON SMALL CAP GROWTH PORTFOLIO (Fund first available during November 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$17.66 $18.55 345,918	$15.48 $17.66 115,673	$14.56 $15.48 48,843	$11.49 $14.56 37,769	$10.00 $11.49 15,936




ING BLACKROCK GLOBAL SCIENCE AND TECHNOLOGY PORTFOLIO (Funds were first received in this option during August 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$13.58 $15.98 35,920	$12.85 $13.58 3,233	$11.72 $12.85 495





ING BLACKROCK LARGE CAP GROWTH PORTFOLIO (CLASS I) (Funds were first received in this option during April 2007) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.03 $9.80 7,756





ING BLACKROCK LARGE CAP GROWTH PORTFOLIO (CLASS S) (Funds were first received in this option during December 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.05 $11.68 90,749	$11.17 $11.05 14,335





ING DAVIS NEW YORK VENTURE PORTFOLIO (Fund first available during November 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.75 $15.21 164,167	$13.09 $14.75 28,964	$12.72 $13.09 24,007	$11.85 $12.72 25,625	$10.00 $11.85 11,591




ING EVERGREEN OMEGA PORTFOLIO (Funds were first received in this option during September 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.84 $13.08 5,798	$11.32 $11.84 570	$11.03 $11.32 571

CFI 17

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003
ING FMR^SMLARGE CAP GROWTH PORTFOLIO (Funds were first received in this option during April 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$9.92 $10.17 38,916	$9.97 $9.92 42,245




ING JPMORGAN INTERNATIONAL PORTFOLIO (Fund first available during September 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$18.86 $20.50 88,099	$15.63 $18.86 20,343	$14.38 $15.63 9,793	$12.24 $14.38 7,662	$10.00 $12.24 6,943




ING JPMORGAN MID CAP VALUE PORTFOLIO (Fund first available during December 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$16.92 $17.15 186,009	$14.67 $16.92 76,899	$13.66 $14.67 20,517	$11.44 $13.66 12,422	$10.00 $11.44 1,331




ING LEGG MASON PARTNERS AGGRESSIVE GROWTH PORTFOLIO (Funds were first received in this option during March 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$13.02 $12.65 26,560	$12.63 $13.02 14,758





ING LEGG MASON VALUE PORTFOLIO (Funds were first received in this option during September 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.16 $11.32 53,912	$11.54 $12.16 37,048	$10.72 $11.54 21,528




ING LIQUID ASSETS PORTFOLIO (Fund first available during December 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.52 $10.93 2,985,077	$10.15 $10.52 639,276	$9.98 $10.15 334,813	$9.99 $9.98 407,476	$10.00 $9.99 33,869




ING MFS TOTAL RETURN PORTFOLIO (Fund first available during September 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$13.56 $13.96 444,017	$12.24 $13.56 283,588	$12.01 $12.24 268,091	$10.92 $12.01 284,682	$10.00 $10.92 60,823




ING OPCAP BALANCED VALUE PORTFOLIO (Fund first available during November 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$13.70 $13.02 24,090	$12.53 $13.70 19,492	$12.32 $12.53 37,912	$11.28 $12.32 36,999	$10.00 $11.28 2,527




ING OPPENHEIMER GLOBAL PORTFOLIO (I CLASS) (Funds were first received in this option during April 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.06 $14.84 138,312	$12.04 $14.06 191,418	$10.06 $12.04 268,702

CFI 18

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003
ING OPPENHEIMER GLOBAL PORTFOLIO (S CLASS) (Fund first available during February 2004) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$17.69 $18.62 455,990	$15.19 $17.69 198,530	$13.54 $15.19 39,128	$12.42 $13.54 2,676




ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO (Funds were first received in this option during April 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.83 $11.64 459,240	$10.10 $10.83 142,071	$10.01 $10.10 111,177




ING OPPORTUNISTIC LARGE CAP GROWTH PORTFOLIO (Fund first available during November 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$13.32 $15.50 15,795	$13.13 $13.32 8,920	$12.16 $13.13 6,753	$11.49 $12.16 6,239	$10.00 $11.49 1,580





ING OPPORTUNISTIC LARGE CAP VALUE PORTFOLIO (Fund first available during April 2004) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$15.12 $15.39 29,474	$13.20 $15.12 7,639	$12.48 $13.20 9,749	$11.73 $12.48 2,015




ING PIMCO CORE BOND PORTFOLIO (Fund first available during December 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.18 $12.06 873,987	$10.82 $11.18 103,260	$10.67 $10.82 78,592	$10.41 $10.67 89,251	$10.00 $10.41 1,063




ING PIMCO HIGH YIELD PORTFOLIO (Funds were first received in this option during July 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.36 $11.57 293,870	$10.54 $11.36 135,191	$10.44 $10.54 72,101




ING PIMCO TOTAL RETURN PORTFOLIO (Fund first available during September 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.99 $11.91 187,300	$10.68 $10.99 74,753	$10.56 $10.68 57,541	$10.23 $10.56 48,780	$10.00 $10.23 8,451




ING PIONEER FUND PORTFOLIO (Funds were first received in this option during September 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.73 $13.24 84,369	$11.01 $12.73 46,727	$10.68 $11.01 9,665




ING PIONEER MID CAP VALUE PORTFOLIO (Funds were first received in this option during May 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.15 $12.69 489,899	$10.93 $12.15 170,651	$10.34 $10.93 349,935

CFI 19

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003
ING SOLUTION 2015 PORTFOLIO (Funds were first received in this option during October 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.73 $12.15 474,713	$10.70 $11.73 95,392	$10.37 $10.70 14,962




ING SOLUTION 2025 PORTFOLIO (Funds were first received in this option during March 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.18 $12.62 311,792	$11.18 $12.18 115,424




ING SOLUTION 2035 PORTFOLIO (Funds were first received in this option during July 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.52 $13.06 412,432	$11.08 $12.52 63,845	$10.66 $11.08 272




ING SOLUTION 2045 PORTFOLIO (Funds were first received in this option during November 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.86 $13.47 40,722	$11.29 $12.86 4,265	$10.96 $11.29 429




ING SOLUTION INCOME PORTFOLIO (Funds were first received in this option during March 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.97 $11.43 245,892	$10.45 $10.97 14,781




ING T. ROWE PRICE DIVERSIFIED MID CAP GROWTH PORTFOLIO (Fund first available during November 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$15.06 $16.84 73,768	$13.96 $15.06 38,635	$12.94 $13.96 17,356	$12.04 $12.94 17,517	$10.00 $12.04 17,688





ING T. ROWE PRICE EQUITY INCOME PORTFOLIO (Funds were first received in this option during May 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.60 $12.85 275,482	$10.68 $12.60 1,153,867	$10.24 $10.68 1,282,187




ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO (Fund first available during August 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.68 $15.93 192,788	$13.12 $14.68 96,215	$12.51 $13.12 54,334	$11.51 $12.51 43,509	$10.00 $11.51 23,821




ING THORNBURG VALUE PORTFOLIO (Fund first available during November 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.56 $15.42 42,012	$12.62 $14.56 10,044	$12.59 $12.62 3,259	$11.29 $12.59 10,060	$10.00 $11.29 7,006

CFI 20

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO (Fund first available during September 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$15.59 $15.57 49,509	$13.77 $15.59 23,441	$12.76 $13.77 5,459	$11.25 $12.76 2,607	$10.00 $11.25 376




ING VAN KAMPEN COMSTOCK PORTFOLIO (Fund first available during October 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$15.73 $15.22 302,990	$13.71 $15.73 225,087	$13.39 $13.71 186,953	$11.58 $13.39 159,722	$10.00 $11.58 68,495




ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (I CLASS) (Funds were first received in this option during April 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.17 $12.48 20,963	$10.91 $12.17 29,556	$10.06 $10.91 33,096





ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (S CLASS) (Fund first available during November 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.92 $15.26 732,769	$13.41 $14.92 342,082	$12.57 $13.41 78,983	$11.48 $12.57 7,449	$10.00 $11.48 758





ING VP BALANCED PORTFOLIO, INC. (Fund first available during September 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$13.33 $13.89 191,757	$12.28 $13.33 123,350	$11.93 $12.28 119,146	$11.05 $11.93 136,377	$10.00 $11.05 33,289




ING VP FINANCIAL SERVICES PORTFOLIO (Funds were first received in this option during August 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$13.47 $11.65 25,853	$11.62 $13.47 7,437	$10.67 $11.62 833




ING VP GROWTH AND INCOME PORTFOLIO (Fund first available during September 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.88 $15.78 220,031	$13.22 $14.88 113,210	$12.37 $13.22 40,801	$11.55 $12.37 36,511	$10.00 $11.55 11,076




ING VP INDEX PLUS INTERNATIONAL EQUITY PORTFOLIO (Funds were first received in this option during April 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.94 $11.71 283,811	$10.02 $10.94 84,640

CFI 21

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003
ING VP INDEX PLUS LARGECAP PORTFOLIO (Fund first available during August 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.76 $15.31 346,923	$13.05 $14.76 273,492	$12.53 $13.05 190,007	$11.48 $12.53 176,155	$10.00 $11.48 82,960




ING VP INDEX PLUS MIDCAP PORTFOLIO (Fund first available during November 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$16.21 $16.90 388,151	$15.01 $16.21 285,666	$13.68 $15.01 182,262	$11.87 $13.68 167,574	$10.00 $11.87 34,454




ING VP INDEX PLUS SMALLCAP PORTFOLIO (Fund first available during November 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$17.26 $15.97 230,636	$15.36 $17.26 167,714	$14.45 $15.36 116,762	$11.99 $14.45 102,531	$10.00 $11.99 23,838




ING VP INTERMEDIATE BOND PORTFOLIO (Fund first available during September 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.23 $11.75 3,133,336	$10.93 $11.23 841,886	$10.72 $10.93 196,383	$10.36 $10.72 115,446	$10.00 $10.36 12,127




ING VP INTERNATIONAL VALUE PORTFOLIO (Fund first available during September 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$19.23 $21.52 308,600	$15.08 $19.23 121,448	$13.97 $15.08 64,182	$12.05 $13.97 33,591	$10.00 $12.05 8,311




ING VP MIDCAP OPPORTUNITIES PORTFOLIO (Fund first available during November 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.90 $18.51 46,761	$13.99 $14.90 8,988	$12.83 $13.99 5,663	$11.66 $12.83 8,666	$10.00 $11.66 121




ING VP REAL ESTATE PORTFOLIO (Funds were first received in this option during May 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$15.56 $12.89 327,553	$11.57 $15.56 148,738	$10.32 $11.57 9,410




ING VP SMALL COMPANY PORTFOLIO (Fund first available during September 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$16.75 $17.52 69,019	$14.57 $16.75 48,264	$13.37 $14.57 29,546	$11.84 $13.37 28,245	$10.00 $11.84 11,108




ING VP SMALLCAP OPPORTUNITIES PORTFOLIO (Fund first available during October 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$15.69 $17.06 20,519	$14.11 $15.69 12,443	$13.09 $14.11 11,873	$12.02 $13.09 15,225	$10.00 $12.02 12,567

CFI 22

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003
ING VP STRATEGIC ALLOCATION CONSERVATIVE PORTFOLIO (Funds were first received in this option during August 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.38 $15.02 35,099	$13.43 $14.38 10,595	$13.29 $13.43 727





ING VP STRATEGIC ALLOCATION GROWTH PORTFOLIO (Funds were first received in this option during August 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$17.38 $18.03 9,397	$15.55 $17.38 2,534	$15.13 $15.55 639





ING VP STRATEGIC ALLOCATION MODERATE PORTFOLIO (Funds were first received in this option during October 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$15.86 $16.52 19,320	$14.46 $15.86 13,646	$14.02 $14.46 12,107





OPPENHEIMER MAIN STREET SMALL CAP FUND^®/VA (Funds were first received in this option during August 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$19.24 $18.78 33,785	$16.95 $19.24 14,877	$16.21 $16.95 825




PIMCO VIT REAL RETURN PORTFOLIO (Funds were first received in this option during July 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.01 $10.96 106,006	$10.03 $10.01 33,775	$9.89 $10.03 4,131




PIONEER EQUITY INCOME VCT PORTFOLIO (Fund first available during August 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$16.47 $16.39 522,403	$13.62 $16.47 187,682	$13.04 $13.62 59,289

				$11.35 $13.04 11,729	$10.00 $11.35 2,083

CFI 23

Condensed Financial Information (continued)

Separate Account Annual Charges of 1.10 %

	2007	2006	2005	2004	2003	2002
FIDELITY^®VIP CONTRAFUND^®PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$15.96 $18.51 110,156	$14.48 $15.96 121,820	$12.55 $14.48 31,128	$11.02 $12.55 8,167	$8.69 $11.02 9,123	$9.72 $8.69 538




FIDELITY^®VIP EQUITY-INCOME PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$13.79 $13.81 37,783	$11.62 $13.79 36,354	$11.13 $11.62 23,542	$10.12 $11.13 3,418	$7.87 $10.12 3,417	$9.60 $7.87 749




FRANKLIN SMALL CAP VALUE SECURITIES FUND (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$17.83 $17.21 11,590	$15.41 $17.83 12,150	$15.27 $15.41 11,321			$9.98 $8.96 0




ING AMERICAN CENTURY LARGE COMPANY VALUE PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.67 $12.28 304	$10.74 $12.67 303	$10.72 $10.74 0	$9.85 $10.72 1,106	$7.58 $9.85 1,097	$9.94 $7.58 0





ING AMERICAN FUNDS GROWTH PORTFOLIO (Funds were first received in this option during October 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.80 $16.36 64,971	$13.65 $14.80 78,726	$12.62 $13.65 25,553




ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO (Funds were first received in this option during October 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.10 $14.57 58,561	$12.44 $14.10 63,105	$11.84 $12.44 7,933





ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO (Funds were first received in this option during December 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$19.10 $22.56 13,046	$16.32 $19.10 13,379	$15.62 $16.32 824




ING BARON SMALL CAP GROWTH PORTFOLIO (Fund first available during May 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$17.58 $18.45 7,298	$15.42 $17.58 12,438	$14.53 $15.42 7,212	$11.48 $14.53 463	$8.70 $11.48 501	$10.00 $8.70 0

CFI 24

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003	2002
ING BLACKROCK GLOBAL SCIENCE AND TECHNOLOGY PORTFOLIO (Funds were first received in this option during December 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$13.56 $15.94 10,654	$12.84 $13.56 12,983	$12.73 $12.84 447





ING BLACKROCK LARGE CAP GROWTH PORTFOLIO (CLASS S) (Funds were first received in this option during December 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.38 $10.96 11,316	$10.49 $10.38 1,732





ING DAVIS NEW YORK VENTURE PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.75 $13.13 352	$11.32 $12.75 516	$11.41 $11.32 204			$9.99 $7.38 0




ING EVERGREEN OMEGA PORTFOLIO (Funds were first received in this option during December 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.82 $13.05 323	$11.32 $11.82 343	$11.51 $11.32 317




ING FMR^SMLARGE CAP GROWTH PORTFOLIO (Funds were first received in this option during April 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$9.91 $10.15 1,437	$9.97 $9.91 1,444




ING JPMORGAN INTERNATIONAL PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$15.96 $17.32 3,978	$13.23 $15.96 4,208	$13.02 $13.23 162			$10.04 $8.12 0




ING JPMORGAN MID CAP VALUE PORTFOLIO (Fund first available during May 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$17.41 $17.62 10,630	$15.11 $17.41 9,961	$15.09 $15.11 3,129			$10.00 $9.18 0




ING LEGG MASON PARTNERS AGGRESSIVE GROWTH PORTFOLIO (Funds were first received in this option during October 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of perio	$14.02 $13.60 4,525	$12.88 $14.02 5,341	$12.33 $12.88 1,138

CFI 25

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003	2002
ING LEGG MASON VALUE PORTFOLIO (Funds were first received in this option during August 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.70 $9.94 3,882	$10.16 $10.70 15,696	$9.77 $10.16 7,230




ING LIQUID ASSETS PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$17.28 $17.93 19,582	$16.69 $17.28 12,197	$16.50 $16.69 1,000			$16.45 $16.51 0




ING MFS TOTAL RETURN PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$28.19 $28.99 21,039	$25.46 $28.19 23,098	$25.02 $25.46 12,268	$22.77 $25.02 4,413	$19.72 $22.77 3,200	$21.01 $19.72 0




ING OPCAP BALANCED VALUE PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.12 $11.51 1,825	$11.10 $12.12 1,847	$10.68 $11.10 534			$9.97 $7.77 0




ING OPPENHEIMER GLOBAL PORTFOLIO (I CLASS) (Funds were first received in this option during April 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.04 $14.79 1,261	$12.03 $14.04 4,171	$10.06 $12.03 6,672




ING OPPENHEIMER GLOBAL PORTFOLIO (S CLASS) (Fund first available during May 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$16.09 $16.93 38,005	$13.84 $16.09 49,555	$12.23 $13.84 25,663			$10.00 $8.33 0




ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO (Funds were first received in this option during April 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.81 $11.61 8,147	$10.10 $10.81 9,614	$10.01 $10.10 5,235




ING OPPORTUNISTIC LARGE CAP GROWTH PORTFOLIO (Funds were first received in this option during January 2007) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.57 $11.96 2,183





ING PIMCO CORE BOND PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.64 $15.78 1,735	$14.20 $14.64 1,799				$12.12 $13.03 0

CFI 26

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003	2002
ING PIMCO HIGH YIELD PORTFOLIO (Funds were first received in this option during November 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.35 $11.54 17,386	$10.53 $11.35 15,686	$10.40 $10.53 1,439




ING PIMCO TOTAL RETURN PORTFOLIO (Fund first available during May 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.83 $12.80 5,609	$11.50 $11.83 5,380	$11.39 $11.50 2,507	$11.04 $11.39 1,151	$10.73 $11.04 1,151	$10.00 $10.73 0




ING PIONEER FUND PORTFOLIO (Funds were first received in this option during June 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.71 $13.20 435	$11.00 $12.71 1,163	$10.43 $11.00 807




ING PIONEER MID CAP VALUE PORTFOLIO (Funds were first received in this option during September 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.13 $12.66 18,770	$10.92 $12.13 17,805	$10.86 $10.92 17,745




ING SOLUTION 2015 PORTFOLIO (Funds were first received in this option during October 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.71 $12.12 36,351	$10.69 $11.71 36,516	$10.39 $10.69 15,279




ING SOLUTION 2025 PORTFOLIO (Funds were first received in this option during July 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.16 $12.58 877	$11.16 $12.16 888




ING SOLUTION 2045 PORTFOLIO (Funds were first received in this option during September 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.84 $13.44 0	$12.00 $12.84 10,191




ING SOLUTION INCOME PORTFOLIO (Funds were first received in this option during October 2007) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.53 $11.40 2,796




ING T. ROWE PRICE DIVERSIFIED MID CAP GROWTH PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.20 $13.63 3,457	$11.95 $12.20 3,522		$9.78 $9.90 0	$6.84 $9.78 439	$9.90 $6.84 0

CFI 27

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003	2002
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO (Funds were first received in this option during October 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.58 $12.82 56,464	$10.68 $12.58 50,900	$10.25 $10.68 11,952




ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.30 $13.34 20,025	$11.01 $12.30 11,264	$10.51 $11.01 1,294	$9.68 $10.51 1,607	$7.50 $9.68 1,595	$9.91 $7.50 0




ING THORNBURG VALUE PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.09 $11.74 4,078	$9.77 $11.09 4,200				$9.91 $6.83 0




ING UBS U.S. LARGE CAP EQUITY PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.46 $12.44 17,301	$11.02 $12.46 18,074	$10.22 $11.02 8,461	$9.02 $10.22 2,042	$7.32 $9.02 2,041	$9.91 $7.32 0




ING VAN KAMPEN COMSTOCK PORTFOLIO (Fund first available during May 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.44 $13.96 21,660	$12.60 $14.44 24,727	$12.31 $12.60 4,552	$11.27 $12.31 1,637		$10.00 $8.32 0




ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (I CLASS) (Funds were first received in this option during April 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.15 $12.44 5,416	$10.90 $12.15 5,415	$10.06 $10.90 5,416





ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (S CLASS) (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.23 $12.50 48,789	$11.00 $12.23 57,352	$10.74 $11.00 34,481			$9.88 $7.51 0





ING VP BALANCED PORTFOLIO, INC. (Fund first available during September 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$13.61 $14.17 15,208	$12.55 $13.61 17,742	$12.20 $12.55 13,357	$11.31 $12.20 1,296	$10.00 $11.31 1,273

CFI 28

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003	2002
ING VP FINANCIAL SERVICES PORTFOLIO (Funds were first received in this option during November 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$13.45 $11.62 948	$11.61 $13.45 952	$11.72 $11.61 668




ING VP GROWTH AND INCOME PORTFOLIO (Funds were first received in this option during October 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$15.55 $16.47 13,618	$13.82 $15.55 14,396	$13.22 $13.82 5,517




ING VP INDEX PLUS INTERNATIONAL EQUITY PORTFOLIO (Funds were first received in this option during April 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.93 $11.69 12,180	$10.02 $10.93 9,405





ING VP INDEX PLUS LARGECAP PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.59 $12.01 17,231	$10.26 $11.59 16,698	$9.86 $10.26 2,654	$9.05 $9.86 2,520	$7.27 $9.05 10,670	$9.39 $7.27 564




ING VP INDEX PLUS MIDCAP PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$15.28 $15.91 13,262	$14.16 $15.28 17,014	$12.92 $14.16 7,027	$11.23 $12.92 2,520	$8.59 $11.23 1,568	$9.90 $8.59 481




ING VP INDEX PLUS SMALLCAP PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$16.69 $15.43 4,701	$14.87 $16.69 5,994	$14.05 $14.87 836	$11.63 $12.24 0	$8.66 $11.63 542	$10.11 $8.66 0




ING VP INTERMEDIATE BOND PORTFOLIO (Fund first available during October 2004) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.09 $12.64 43,725	$11.78 $12.09 38,570	$11.57 $11.78 4,476	$11.53 $11.57 925




ING VP INTERNATIONAL VALUE PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$17.22 $19.26 18,517	$13.52 $17.22 19,176	$12.53 $13.52 2,353	$11.81 $12.53 568		$10.01 $8.44 0




ING VP MIDCAP OPPORTUNITIES PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.43 $15.42 1,213	$12.95 $12.43 1,179				$9.85 $7.21 0

CFI 29

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003	2002
ING VP REAL ESTATE PORTFOLIO (Funds were first received in this option during August 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$15.54 $12.85 5,853	$11.56 $15.54 4,232	$10.99 $11.56 2,859




ING VP SMALL COMPANY PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.46 $15.12 3,743	$12.60 $14.46 3,843	$11.58 $12.60 2,162	$10.26 $11.58 2,964	$7.53 $10.26 3,101	$9.95 $7.53 0




ING VP STRATEGIC ALLOCATION CONSERVATIVE PORTFOLIO (Funds were first received in this option during October 2007) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$15.09 $14.98 2,137





ING VP STRATEGIC ALLOCATION GROWTH PORTFOLIO (Funds were first received in this option during December 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$17.35 $17.98 932	$15.54 $17.35 946	$15.61 $15.54 322





ING VP STRATEGIC ALLOCATION MODERATE PORTFOLIO (Funds were first received in this option during October 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$15.83 $16.48 3,724	$14.45 $15.83 5,714	$13.88 $14.45 2,644





OPPENHEIMER MAIN STREET SMALL CAP FUND^®/VA (Funds were first received in this option during December 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$19.20 $18.73 980	$16.93 $19.20 1,482	$17.10 $16.93 123




PIMCO VIT REAL RETURN PORTFOLIO (Funds were first received in this option during November 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.00 $10.93 2,308	$10.03 $10.00 2,268	$9.99 $10.03 3,823




PIONEER EQUITY INCOME VCT PORTFOLIO (Fund first available during January 2002) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.44 $14.36 27,908	$11.95 $14.44 24,210	$11.45 $11.95 9,715	$9.98 $11.45 4,026	$8.25 $9.98 3,655	$9.94 $8.25 0

CFI 30

Condensed Financial Information (continued)

Separate Account Annual Charges of 1.20%

	2007	2006	2005	2004	2003
FIDELITY^®VIP CONTRAFUND^®PORTFOLIO (Fund first available during December 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$16.76 $19.42 509,400	$15.22 $16.76 360,881	$13.21 $15.22 158,399	$11.61 $13.21 102,926	$10.00 $11.61 30,076




FIDELITY^®VIP EQUITY-INCOME PORTFOLIO (Fund first available during November 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$15.92 $15.93 68,774	$13.44 $15.92 32,915	$12.88 $13.44 23,551	$11.72 $12.88 19,567	$10.00 $11.72 608




FRANKLIN SMALL CAP VALUE SECURITIES FUND (Fund first available during February 2004) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$18.50 $17.84 117,874	$16.01 $18.50 56,765	$14.89 $16.01 18,533	$12.45 $14.89 11,429




ING AMERICAN CENTURY LARGE COMPANY VALUE PORTFOLIO (Fund first available during December 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.89 $14.41 3,405	$12.63 $14.89 3,506	$12.62 $12.63 5,592	$11.61 $12.62 4,665	$10.00 $11.61 614





ING AMERICAN CENTURY SMALL-MID CAP VALUE PORTFOLIO (Fund first available during November 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$17.22 $16.52 1,038	$15.10 $17.22 621	$14.17 $15.10 1,351	$11.82 $14.17 1,351	$10.00 $11.82 495





ING AMERICAN FUNDS GROWTH PORTFOLIO (Funds were first received in this option during December 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.46 $12.66 400,872	$10.58 $11.46 147,470	$10.57 $10.58 1,962




ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO (Funds were first received in this option during February 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.45 $11.82 150,001	$10.21 $11.45 84,792





ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO (Funds were first received in this option during September 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.86 $15.17 185,259	$10.99 $12.86 49,006	$10.13 $10.99 1,722

CFI 31

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003
ING BARON SMALL CAP GROWTH PORTFOLIO (Fund first available during November 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$17.54 $18.38 142,690	$15.40 $17.54 56,329	$14.52 $15.40 13,234	$11.48 $14.52 11,139	$10.00 $11.48 6,977




ING BLACKROCK GLOBAL SCIENCE AND TECHNOLOGY PORTFOLIO (Funds were first received in this option during April 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$13.54 $15.90 5,569	$13.90 $13.54 4,084





ING BLACKROCK LARGE CAP GROWTH PORTFOLIO (CLASS S) (Funds were first received in this option during December 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.38 $10.94 1,113	$10.49 $10.38 289





ING DAVIS NEW YORK VENTURE PORTFOLIO (Fund first available during February 2004) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.65 $15.08 4,671	$13.02 $14.65 4,863	$12.69 $13.02 1,002	$12.58 $12.69 1,001




ING EVERGREEN OMEGA PORTFOLIO (Funds were first received in this option during June 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.80 $13.01 457	$11.31 $11.80 457	$10.74 $11.31 601




ING FMR^SMLARGE CAP GROWTH PORTFOLIO (Funds were first received in this option during April 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$9.91 $10.14 5,866	$9.97 $9.91 11,810




ING JPMORGAN INTERNATIONAL PORTFOLIO (Fund first available during January 2004) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$18.74 $20.32 10,066	$15.55 $18.74 8,231	$14.34 $15.55 3,057	$12.48 $14.34 3,033




ING JPMORGAN MID CAP VALUE PORTFOLIO (Fund first available during December 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$16.81 $16.99 68,220	$14.60 $16.81 57,811	$13.62 $14.60 30,370	$11.43 $13.62 11,367	$10.00 $11.43 2,830

CFI 32

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003
ING LEGG MASON PARTNERS AGGRESSIVE GROWTH PORTFOLIO (Funds were first received in this option during February 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.98 $12.58 6,286	$12.31 $12.98 7,257





ING LEGG MASON VALUE PORTFOLIO (Funds were first received in this option during September 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.12 $11.26 0	$11.52 $12.12 2,591	$10.71 $11.52 2,591




ING LIQUID ASSETS PORTFOLIO (Fund first available during December 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.45 $10.83 123,786	$10.10 $10.45 24,130	$9.95 $10.10 40,551	$9.98 $9.95 1,668	$10.00 $9.98 1,668




ING MFS TOTAL RETURN PORTFOLIO (Fund first available during September 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$13.47 $13.84 71,516	$12.18 $13.47 85,526	$11.98 $12.18 56,708	$10.91 $11.98 32,200	$10.00 $10.91 12,607




ING OPCAP BALANCED VALUE PORTFOLIO (Fund first available during December 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$13.61 $12.91 2,741	$12.47 $13.61 2,055	$12.29 $12.47 1,446	$11.27 $12.29 7,466	$10.00 $11.27 2,527




ING OPPENHEIMER GLOBAL PORTFOLIO (I CLASS) (Funds were first received in this option during April 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.01 $14.75 54,370	$12.02 $14.01 59,156	$10.06 $12.02 87,171




ING OPPENHEIMER GLOBAL PORTFOLIO (S CLASS) (Fund first available during September 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$17.56 $18.456 172,735	$15.12 $17.56 120,893	$13.51 $15.12 32,951	$11.89 $13.51 2,348	$10.00 $11.89 2,102




ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO (Funds were first received in this option during April 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.79 $11.58 68,289	$10.09 $10.79 35,991	$10.01 $10.09 34,020

CFI 33

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003
ING OPPORTUNISTIC LARGE CAP GROWTH PORTFOLIO (Funds were first received in this option during December 2007) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$15.62 $15.36 4,081





ING OPPORTUNISTIC LARGE CAP VALUE PORTFOLIO (Fund first available during February 2004) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$15.02 $15.25 2,523	$13.13 $15.02 1,858	$12.45 $13.13 1,859	$11.89 $12.45 2,690




ING PIMCO CORE BOND PORTFOLIO (Fund first available during November 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.10 $11.95 3,730	$10.77 $11.10 5,591	$10.64 $10.77 6,180	$10.27 $10.64 5,051	$10.00 $10.27 3,244




ING PIMCO HIGH YIELD PORTFOLIO (Funds were first received in this option during August 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.33 $11.51 23,496	$10.52 $11.33 6,814	$10.44 $10.52 1,705




ING PIMCO TOTAL RETURN PORTFOLIO (Fund first available during September 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.92 $11.80 45,568	$10.62 $10.92 43,588	$10.53 $10.62 45,286	$10.22 $10.53 33,200	$10.00 $10.22 28,461




ING PIONEER FUND PORTFOLIO (Funds were first received in this option during September 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.68 $13.17 9,553	$11.00 $12.68 9,743	$10.67 $11.00 1,989




ING PIONEER MID CAP VALUE PORTFOLIO (Funds were first received in this option during May 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.11 $12.63 175,655	$10.91 $12.11 54,643	$10.36 $10.91 21,587




ING SOLUTION 2015 PORTFOLIO (Funds were first received in this option during April 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.69 $12.08 111,208	$11.03 $11.69 31,400




ING SOLUTION 2025 PORTFOLIO (Funds were first received in this option during August 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.14 $12.55 89,335	$11.19 $12.14 7,323

CFI 34

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003
ING SOLUTION 2035 PORTFOLIO (Funds were first received in this option during June 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.48 $12.99 93,362	$11.01 $12.48 2,606




ING SOLUTION 2045 PORTFOLIO (Funds were first received in this option during August 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.82 $13.40 32,484	$11.51 $12.82 8,211




ING SOLUTION INCOME PORTFOLIO (Funds were first received in this option during April 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.93 $11.37 76,366	$10.37 $10.93 12,936




ING T. ROWE PRICE DIVERSIFIED MID CAP GROWTH PORTFOLIO (Fund first available during February 2004) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.95 $16.70 36,910	$13.89 $14.95 15,707	$12.90 $13.89 883	$12.48 $12.90 883





ING T. ROWE PRICE EQUITY INCOME PORTFOLIO (Funds were first received in this option during June 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.55 $12.78 38,076	$10.67 $12.55 10,049	$10.31 $10.67 6,730




ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO (Fund first available during August 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.58 $15.79 30,690	$13.05 $14.58 27,293	$12.47 $13.05 25,275	$11.50 $12.47 26,407	$10.00 $11.50 10,630




ING THORNBURG VALUE PORTFOLIO (Fund first available during February 2004) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.46 $15.29 19,082	$12.56 $14.46 8,738	$12.55 $12.56 1,025	$11.65 $12.55 1,213




ING UBS U.S. LARGE CAP EQUITY PORTFOLIO (Funds were first received in this option during August 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$15.48 $15.44 5,169	$14.12 $15.48 1,219




ING VAN KAMPEN COMSTOCK PORTFOLIO (Fund first available during October 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$15.62 $15.08 88,287	$13.65 $15.62 84,377	$13.35 $13.65 76,315	$11.57 $13.35 61,837	$10.00 $11.57 24,259

CFI 35

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (I CLASS) (Funds were first received in this option during April 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.13 $12.41 10,434	$10.89 $12.13 14,260	$10.06 $10.89 14,265





ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (S CLASS) (Funds were first received in this option during March 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.82 $15.12 94,506	$13.34 $14.82 45,723	$12.66 $13.34 7,064





ING VP BALANCED PORTFOLIO, INC. (Fund first available during September 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$13.24 $13.77 41,378	$12.22 $13.24 16,674	$11.89 $12.22 10,588	$11.04 $11.89 14,207	$10.00 $11.04 3,014




ING VP FINANCIAL SERVICES PORTFOLIO (Funds were first received in this option during March 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$13.42 $11.58 14,800	$12.06 $13.42 14,610




ING VP GROWTH AND INCOME PORTFOLIO (Fund first available during September 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.78 $15.64 17,604	$13.15 $14.78 17,612	$12.33 $13.15 11,403	$11.54 $12.33 8,635	$10.00 $11.54 7,751




ING VP INDEX PLUS INTERNATIONAL EQUITY PORTFOLIO (Funds were first received in this option during April 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.92 $11.67 90,330	$10.02 $10.92 22,745





ING VP INDEX PLUS LARGECAP PORTFOLIO (Fund first available during August 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.66 $15.18 97,961	$12.99 $14.66 84,322	$12.50 $12.99 75,466	$11.47 $12.50 56,191	$10.00 $11.47 39,178




ING VP INDEX PLUS MIDCAP PORTFOLIO (Fund first available during November 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$16.10 $16.75 109,533	$14.94 $16.10 78,990	$13.64 $14.94 45,744	$11.86 $13.64 38,504	$10.00 $11.86 13,062

CFI 36

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003
ING VP INDEX PLUS SMALLCAP PORTFOLIO (Fund first available during November 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$17.14 $15.83 36,877	$15.29 $17.14 27,290	$14.41 $15.29 17,733	$11.98 $14.41 12,943	$10.00 $11.98 396




ING VP INTERMEDIATE BOND PORTFOLIO (Fund first available during February 2004) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.15 $11.64 657,328	$10.87 $11.15 238,379	$10.69 $10.87 45,661	$10.45 $10.69 25,257




ING VP INTERNATIONAL VALUE PORTFOLIO (Fund first available during September 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$19.10 $21.33 90,266	$15.00 $19.10 49,957	$13.93 $15.00 19,032	$12.04 $13.93 7,334	$10.00 $12.04 460




ING VP MIDCAP OPPORTUNITIES PORTFOLIO (Fund first available during December 2004) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.80 $18.35 4,517	$13.92 $14.80 32	$12.79 $13.92 32	$11.30 $12.79 32




ING VP REAL ESTATE PORTFOLIO (Funds were first received in this option during August 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$15.51 $12.82 128,482	$11.56 $15.51 52,654	$11.14 $11.56 6,247




ING VP SMALL COMPANY PORTFOLIO (Fund first available during September 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$16.63 $17.36 48,294	$14.50 $16.63 30,105	$13.34 $14.50 18,321	$11.83 $13.34 17,641	$10.00 $11.83 10,452




ING VP SMALLCAP OPPORTUNITIES PORTFOLIO (Fund first available during December 2004) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$15.58 $16.91 1,373	$14.04 $15.58 699	$13.05 $14.04 31	$11.34 $13.05 31




ING VP STRATEGIC ALLOCATION CONSERVATIVE PORTFOLIO (Funds were first received in this option during March 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.33 $14.94 11,480	$13.69 $14.33 12,184

CFI 37

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003
ING VP STRATEGIC ALLOCATION GROWTH PORTFOLIO (Funds were first received in this option during August 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$17.32 $17.93 4,050	$16.10 $17.32 4,075





ING VP STRATEGIC ALLOCATION MODERATE PORTFOLIO (Funds were first received in this option during June 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$15.80 $16.43 5,401	$14.44 $15.80 5,402	$14.00 $14.44 8,170





OPPENHEIMER MAIN STREET SMALL CAP FUND^®/VA (Funds were first received in this option during January 2007) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$19.56 $18.68 2,907




PIMCO VIT REAL RETURN PORTFOLIO (Funds were first received in this option during August 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$9.98 $10.90 20,344	$10.02 $9.98 9,642	$9.96 $10.02 1,271




PIONEER EQUITY INCOME VCT PORTFOLIO (Fund first available during August 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$16.35 $16.24 170,555	$13.55 $16.35 71,803	$13.00 $13.55 31,852	$11.34 $13.00 19,187	$10.00 $11.34 8,986

Separate Account Annual Charges of 1.35%

	2007	2006	2005	2004	2003
FIDELITY^®VIP CONTRAFUND^®PORTFOLIO (Fund first available during December 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$16.67 $19.29 177,948	$15.16 $16.67 86,945	$13.18 $15.16 33,320	$11.60 $13.18 10,652	$10.00 $11.60 4,897




FIDELITY^®VIP EQUITY-INCOME PORTFOLIO (Fund first available during January 2004) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$15.84 $15.83 47,424	$13.39 $15.84 30,363	$12.86 $13.39 15,549	$11.92 $12.86 8,399

CFI 38

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003
FRANKLIN SMALL CAP VALUE SECURITIES FUND (Fund first available during May 2004) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$18.41 $17.72 14,831	$15.95 $18.41 12,305	$14.86 $15.95 7,663	$12.52 $14.86 4,242




ING AMERICAN CENTURY LARGE COMPANY VALUE PORTFOLIO (Fund first available during February 2004) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.81 $14.32 2,092	$12.58 $14.81 3,442	$12.60 $12.58 3,424	$12.28 $12.60 2,478





ING AMERICAN CENTURY SMALL-MID CAP VALUE PORTFOLIO (Funds were first received in this option during June 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$17.13 $16.41 1,125	$15.04 $17.13 1,125	$14.09 $15.04 1,125





ING AMERICAN FUNDS GROWTH PORTFOLIO (Funds were first received in this option during November 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.44 $12.61 176	$10.57 $11.44 71,492	$10.05 $10.57 1,758




ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO (Funds were first received in this option during November 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.42 $11.78 145,191	$10.10 $11.42 69,546	$9.78 $10.10 694





ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO (Funds were first received in this option during November 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.83 $15.11 101,347	$10.99 $12.83 26,181	$10.40 $10.99 1,057




ING BARON SMALL CAP GROWTH PORTFOLIO (Fund first available during November 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$17.45 $18.26 30,669	$15.35 $17.45 18,310	$14.49 $15.35 4,222	$11.48 $14.49 230	$10.00 $11.48 239




ING BLACKROCK GLOBAL SCIENCE AND TECHNOLOGY PORTFOLIO (Funds were first received in this option during July 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$13.50 $15.83 3,794	$12.82 $13.50 4,660	$11.78 $12.82 650

CFI 39

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO (CLASS I) (Funds were first received in this option during April 2007) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.03 $9.77 2,032





ING BLACKROCK LARGE CAP GROWTH PORTFOLIO (CLASS S) (Funds were first received in this option during January 2007) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.60 $10.92 5,692





ING DAVIS NEW YORK VENTURE PORTFOLIO (Fund first available during November 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.58 $14.98 2,676	$12.98 $14.58 2,275	$12.66 $12.98 1,432	$11.84 $12.66 1,450	$10.00 $11.84 475




ING EVERGREEN OMEGA PORTFOLIO (Funds were first received in this option during September 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.77 $12.96 1,244	$11.06 $11.77 132




ING FMR^SMLARGE CAP GROWTH PORTFOLIO (Funds were first received in this option during April 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$9.90 $10.11 7,243	$9.97 $9.90 5,092




ING JPMORGAN INTERNATIONAL PORTFOLIO (Fund first available during January 2004) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$18.64 $20.18 17,334	$15.50 $18.64 12,498	$14.31 $15.50 8,289	$12.47 $14.31 2,042




ING JPMORGAN MID CAP VALUE PORTFOLIO (Funds were first received in this option during February 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$16.72 $16.88 18,159	$14.55 $16.72 12,533	$13.79 $14.55 2,866




ING LEGG MASON PARTNERS AGGRESSIVE GROWTH PORTFOLIO (Funds were first received in this option during February 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.94 $12.53 14,669	$12.30 $12.94 7,143

CFI 40

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003
ING LEGG MASON VALUE PORTFOLIO (Funds were first received in this option during October 2007) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.55 $11.21 1,514




ING LIQUID ASSETS PORTFOLIO (Funds were first received in this option during June 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.39 $10.76 76,909	$10.07 $10.39 44,130	$9.97 $10.07 26,607




ING MFS TOTAL RETURN PORTFOLIO (Fund first available during September 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$13.40 $13.75 19,874	$12.14 $13.40 34,593	$11.95 $12.14 21,902	$10.90 $11.95 10,752	$10.00 $10.90 2,757




ING OPCAP BALANCED VALUE PORTFOLIO (Fund first available during March 2004) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$13.54 $12.82 4,272	$12.42 $13.54 3,253	$12.26 $12.42 1,576	$11.55 $12.26 1,020




ING OPPENHEIMER GLOBAL PORTFOLIO (I CLASS) (Funds were first received in this option during April 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$13.98 $14.69 14,853	$12.01 $13.98 21,200	$10.06 $12.01 22,573




ING OPPENHEIMER GLOBAL PORTFOLIO (S CLASS) (Funds were first received in this option during February 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$17.47 $18.33 46,482	$15.06 $17.47 25,446	$13.22 $15.06 5,611




ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO (Funds were first received in this option during April 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.76 $11.53 24,538	$10.08 $10.76 14,118	$10.01 $10.08 12,368




ING OPPORTUNISTIC LARGE CAP GROWTH PORTFOLIO (Fund first available during November 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$13.16 $15.26 1,755	$13.02 $13.16 423	$12.10 $13.02 440	$11.47 $12.10 458	$10.00 $11.47 475





ING OPPORTUNISTIC LARGE CAP VALUE PORTFOLIO (Funds were first received in this option during February 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.94 $15.15 349	$13.08 $14.94 0	$12.64 $13.08 993

CFI 41

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003
ING PIMCO CORE BOND PORTFOLIO (Funds were first received in this option during August 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.04 $11.87 10,988	$10.84 $11.04 8,892




ING PIMCO HIGH YIELD PORTFOLIO (Funds were first received in this option during July 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.30 $11.46 23,498	$10.51 $11.30 10,889	$10.42 $10.51 6,583




ING PIMCO TOTAL RETURN PORTFOLIO (Fund first available during September 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.86 $11.72 13,258	$10.59 $10.86 5,074	$10.51 $10.59 2,634	$10.21 $10.51 2,623	$10.00 $10.21 2,303




ING PIONEER FUND PORTFOLIO (Funds were first received in this option during February 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.65 $13.11 8,107	$11.15 $12.65 5,967




ING PIONEER MID CAP VALUE PORTFOLIO (Funds were first received in this option during June 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.08 $12.58 35,938	$10.90 $12.08 22,205	$10.47 $10.90 15,240




ING SOLUTION 2015 PORTFOLIO (Funds were first received in this option during March 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.66 $12.04 79,827	$10.94 $11.66 24,993




ING SOLUTION 2025 PORTFOLIO (Funds were first received in this option during March 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.11 $12.50 43,662	$11.28 $12.11 20,250




ING SOLUTION 2035 PORTFOLIO (Funds were first received in this option during September 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.45 $12.93 58,326	$11.44 $12.45 5,667




ING SOLUTION 2045 PORTFOLIO (Funds were first received in this option during July 2007) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$13.26 $13.35 2,567

CFI 42

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003
ING SOLUTION INCOME PORTFOLIO (Funds were first received in this option during January 2007) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.92 $11.32 19,583




ING T. ROWE PRICE DIVERSIFIED MID CAP GROWTH PORTFOLIO (Fund first available during November 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.88 $16.58 11,673	$13.84 $14.88 3,882	$12.87 $13.84 2,387	$12.02 $12.87 217	$10.00 $12.02 225





ING T. ROWE PRICE EQUITY INCOME PORTFOLIO (Funds were first received in this option during November 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.52 $12.73 47,163	$10.66 $12.52 37,470	$10.44 $10.66 21,829




ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO (Fund first available during February 2004) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.50 $15.68 16,099	$13.00 $14.50 12,540	$12.44 $13.00 6,578	$11.73 $12.44 5,495




ING THORNBURG VALUE PORTFOLIO (Funds were first received in this option during October 2007) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$16.44 $15.19 1,155




ING UBS U.S. LARGE CAP EQUITY PORTFOLIO (Fund first available during September 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$15.40 $15.33 7,912	$13.66 $15.40 6,888	$12.70 $13.66 1,241	$11.23 $12.70 731	$10.00 $11.23 731




ING VAN KAMPEN COMSTOCK PORTFOLIO (Fund first available during September 2004) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$15.54 $14.98 15,763	$13.60 $15.54 14,718	$13.32 $13.60 6,785	$12.08 $13.32 1,652




ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (I CLASS) (Funds were first received in this option during April 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$12.10 $12.36 764	$10.88 $12.10 797	$10.06 $10.88 830

CFI 43

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (S CLASS) (Fund first available during November 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.74 $15.02 51,925	$13.30 $14.74 15,850	$12.51 $13.30 707	$11.46 $12.51 705	$10.00 $11.46 732





ING VP BALANCED PORTFOLIO, INC. (Fund first available during November 2004) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$13.17 $13.68 13,229	$12.18 $13.17 4,351	$11.87 $12.18 2,548	$11.51 $11.87 2,054




ING VP FINANCIAL SERVICES PORTFOLIO (Funds were first received in this option during September 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$13.39 $11.54 6,783	$12.12 $13.39 5,480




ING VP GROWTH AND INCOME PORTFOLIO (Funds were first received in this option during August 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.70 $15.54 5,501	$13.66 $14.70 1,971




ING VP INDEX PLUS INTERNATIONAL EQUITY PORTFOLIO (Funds were first received in this option during April 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$10.91 $11.64 24,941	$10.02 $10.91 3,148





ING VP INDEX PLUS LARGECAP PORTFOLIO (Fund first available during August 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.59 $15.08 37,141	$12.94 $14.59 29,608	$12.47 $12.94 15,362	$11.47 $12.47 4,711	$10.00 $11.47 487




ING VP INDEX PLUS MIDCAP PORTFOLIO (Fund first available during November 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$16.02 $16.63 36,246	$14.88 $16.02 30,594	$13.61 $14.88 14,911	$11.86 $13.61 7,578	$10.00 $11.86 2,057




ING VP INDEX PLUS SMALLCAP PORTFOLIO (Fund first available during January 2004) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$17.05 $15.73 14,805	$15.23 $17.05 11,648	$14.38 $15.23 2,836	$12.41 $14.38 2,336




ING VP INTERMEDIATE BOND PORTFOLIO (Fund first available during September 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$11.09 $11.57 251,998	$10.83 $11.09 102,008	$10.67 $10.83 17,331	$10.34 $10.67 5,720	$10.00 $10.34 1,523

CFI 44

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003
ING VP INTERNATIONAL VALUE PORTFOLIO (Funds were first received in this option during April 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$19.00 $21.19 23,621	$14.95 $19.00 9,309	$13.69 $14.95 3,079




ING VP MIDCAP OPPORTUNITIES PORTFOLIO (Funds were first received in this option during March 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.73 $18.23 1,693	$13.87 $14.73 534	$12.36 $13.87 508




ING VP REAL ESTATE PORTFOLIO (Funds were first received in this option during March 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$15.47 $12.77 21,545	$13.31 $15.47 12,246




ING VP SMALL COMPANY PORTFOLIO (Fund first available during September 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$16.55 $17.25 1,731	$14.45 $16.55 3,019	$13.31 $14.45 3,143	$11.83 $13.31 3,281	$10.00 $11.83 460




ING VP SMALLCAP OPPORTUNITIES PORTFOLIO (Funds were first received in this option during November 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$15.50 $16.79 636	$15.17 $15.50 558




ING VP STRATEGIC ALLOCATION CONSERVATIVE PORTFOLIO (Funds were first received in this option during February 2007) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$14.41 $14.88 86





ING VP STRATEGIC ALLOCATION MODERATE PORTFOLIO (Funds were first received in this option during November 2005) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$15.76 $16.37 5,872	$14.42 $15.76 3,475	$14.13 $14.42 480





OPPENHEIMER MAIN STREET SMALL CAP FUND^®/VA (Funds were first received in this option during September 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$19.12 $18.60 2,892	$17.86 $19.12 916




PIMCO VIT REAL RETURN PORTFOLIO (Funds were first received in this option during November 2006) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$9.95 $10.85 9,512	$10.11 $9.95 6,798

CFI 45

Condensed Financial Information (continued)

	2007	2006	2005	2004	2003
PIONEER EQUITY INCOME VCT PORTFOLIO (Fund first available during August 2003) Value at beginning of period Value at end of period Number of accumulation units outstanding at end of period	$16.27 $16.14 40,514	$13.50 $16.27 14,602	$12.97 $13.50 5,174	$11.33 $12.97 1,888	$10.00 $11.33 735

CFI 46

APPENDIX B

The Funds

During the accumulation phase, you may allocate your premium payments and contract value to any of the funds
available under this contract. They are listed in this appendix. You bear the entire investment risk for amounts you
allocate to any fund, and you may lose your principal.

List of Fund Name Changes

Current Fund Name	Former Fund Name
ING BlackRock Global Science and Technology Portfolio	ING VP Global Science and Technology Portfolio
ING Davis New York Venture Portfolio	ING Davis Venture Value Portfolio
ING Opportunistic Large Cap Growth Portfolio	ING VP Growth Portfolio
ING Opportunistic Large Cap Value Portfolio	ING VP Value Opportunity Portfolio

The investment results of the mutual funds (funds) are likely to differ significantly and there is no assurance
that any of the funds will achieve their respective investment objectives. You should consider the investment
objectives, risks and charges, and expenses of the funds carefully before investing. Please refer to the fund
prospectuses for additional information. Shares of the funds will rise and fall in value and you could lose money
by investing in the funds. Shares of the funds are not bank deposits and are not guaranteed, endorsed or insured
by any financial institution, the Federal Deposit Insurance Corporation or any other government agency. Except
as noted, all funds are diversified, as defined under the Investment Company Act of 1940. Fund prospectuses
may be obtained free of charge by contacting our Customer Service Center at the address and telephone
number listed on the first page of this contract prospectus, by accessing the SEC’s website or by contacting the
SEC Public Reference Branch.

Certain funds offered under the contracts have investment objectives and policies similar to other funds
managed by the fund’s investment adviser. The investment results of a fund may be higher or lower than those
of other funds managed by the same adviser. There is no assurance and no representation is made that the
investment results of any fund will be comparable to those of another fund managed by the same investment
adviser.

For the share class of each fund offered through your contract, please see the cover page.

Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)

Fidelity^® Variable Insurance Products – Fidelity^® VIP Contrafund^® Portfolio	Fidelity Management & Research Company Subadvisers: FMR Co., Inc.; Fidelity Research & Analysis Company; Fidelity Management & Research (U.K.) Inc.; Fidelity International Investment Advisors; Fidelity International Investment Advisors (U.K.) Limited; Fidelity Investments Japan Limited	Seeks long-term capital appreciation.

PRO.70600-08 B1

Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)

Fidelity^® Variable Insurance Products – Fidelity^® VIP Equity-Income Portfolio	Fidelity Management & Research Company Subadviser: FMR Co., Inc.; Fidelity Research & Analysis Company; Fidelity Management & Research (U.K.) Inc.; Fidelity International Investment Advisors; Fidelity International Investment Advisors (U.K.) Limited; Fidelity Investments Japan Limited	Seeks reasonable income. Also considers the potential for capital appreciation. Seeks to achieve a yield which exceeds the composite yield on the securities comprising the Standard & Poor’s 500^SM Index (S&P 500^® ).













Franklin Templeton Variable Insurance Products Trust – Franklin Small Cap Value Securities Fund	Franklin Advisory Services, LLC	Seeks long-term total return.



ING Partners, Inc. – ING American Century Large Company Value Portfolio	Directed Services LLC Subadviser: American Century Investment Management, Inc. (American Century)	Seeks long-term capital growth; income is a secondary objective.





ING Partners, Inc. – ING American Century Small-Mid Cap Value Portfolio	Directed Services LLC Subadviser: American Century Investment Management, Inc. (American Century)	Seeks long-term capital growth; income is a secondary objective.





ING Investors Trust – ING American Funds Bond Portfolio	ING Investments, LLC Investment Adviser to the Master Fund: Capital Research Management Company (“CRMC”)	Seeks to maximize your level of current income and preserve your capital.





ING Investors Trust - ING American Funds Growth Portfolio	ING Investments, LLC Investment Adviser to Master Funds: Capital Research Management Company	Seeks to make your investment grow. The Portfolio’s investment objective is not fundamental and may be changed without a shareholder vote.





ING Investors Trust - ING American Funds Growth- Income Portfolio	ING Investments, LLC Investment Adviser to Master Funds: Capital Research Management Company	Seeks to make your investment grow and provide you with income over time.

PRO.70600-08 B2

Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)

ING Investors Trust - ING American Funds International Portfolio	ING Investments, LLC Investment Adviser to Master Funds: Capital Research Management Company	Seeks to make your investment grow over time.





ING Partners, Inc. – ING Baron Small Cap Growth Portfolio	Directed Services LLC Subadviser: BAMCO, Inc. (BAMCO)	Seeks capital appreciation.



ING Variable Portfolios, Inc. – ING BlackRock Global Science and Technology Portfolio	ING Investments, LLC Subadviser: BlackRock Advisors, LLC	Seeks long-term capital appreciation.



ING Investors Trust – ING BlackRock Large Cap Growth Portfolio	Directed Services LLC Subadviser: BlackRock Investment Management, LLC	Seeks long-term growth of capital.




ING Partners, Inc. – ING Davis New York Venture Portfolio	Directed Services LLC Subadviser: Davis Selected Advisers, L.P. (Davis)	A non-diversified portfolio that seeks long-term growth of capital.



ING Investors Trust - ING Evergreen Omega Portfolio	Directed Services LLC Subadviser: Evergreen Investment Management Company, LLC	Seeks long-term capital growth.




ING Investors Trust – ING Franklin Templeton Founding Strategy Portfolio	Directed Services LLC	Seeks capital appreciation and secondarily, income.


ING Variable Insurance Trust – ING GET U.S. Core Portfolio	ING Investments, LLC Subadviser: ING Investment Management Co. (ING IM)	Seeks to achieve maximum total return and minimal exposure of the Series’ assets to a market value loss by participating, to the extent possible, in favorable equity market performance during the guarantee period.




ING Investors Trust – ING Global Real Estate Portfolio	ING Investments, LLC Subadviser: ING Clarion Real Estate Securities L.P.	A non-diversified Portfolio that seeks high total return, consisting of capital appreciation and current income.

PRO.70600-08 B3

Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)

ING Investors Trust – ING JPMorgan Emerging Markets Equity Portfolio	Directed Services LLC Subadviser: J.P. Morgan Investment Management Inc.	Seeks capital appreciation.




ING Partners, Inc. – ING JPMorgan Mid Cap Value Portfolio	Directed Services LLC Subadviser: J.P. Morgan Investment Management Inc. (JPMIM)	A non-diversified portfolio that seeks growth from capital appreciation.




ING Partners, Inc. – ING Legg Mason Partners Aggressive Growth Portfolio	Directed Services LLC Subadviser: ClearBridge Advisors, LLC (ClearBridge)	Seeks long-term growth of capital.




ING Investors Trust - ING Legg Mason Value Portfolio	Directed Services LLC Subadviser: Legg Mason Capital Management, Inc.	A non-diversified portfolio that seeks long-term growth of capital.



ING Variable Portfolios, Inc. – ING Lehman Brothers U.S. Aggregate Bond Index^® Portfolio	ING Investments, LLC Subadviser: Lehman Brothers Asset Management LLC	Seeks investment results (before fees and expenses) that correspond to the total return of the Lehman Brothers U.S. Aggregate Bond Index^®




ING Investors Trust - ING Liquid Assets Portfolio	Directed Services LLC Subadviser: ING Investment Management Co.	Seeks high level of current income consistent with the preservation of capital and liquidity.




ING Investors Trust - ING Marsico International Opportunities Portfolio	Directed Services LLC Subadviser: Marsico Capital Management, LLC	Seeks long-term growth of capital.



ING Investors Trust - ING MFS Total Return Portfolio	Directed Services LLC Subadviser: Massachusetts Financial Services Company	Seeks above-average income (compared to a portfolio entirely invested in equity securities) consistent with the prudent employment of capital. Secondarily seeks reasonable opportunity for growth of capital and income.




ING Investors Trust - ING MFS Utilities Portfolio	Directed Services LLC Subadviser: Massachusetts Financial Services Company	Seeks total return.



ING Partners, Inc. – ING OpCap Balanced Value Portfolio	Directed Services LLC Subadviser: Oppenheimer Capital LLC (OpCap)	Seeks capital growth, and secondarily, investment income.

PRO.70600-08 B4

Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)

ING Partners, Inc. – ING Oppenheimer Global Portfolio	Directed Services LLC Subadviser: OppenheimerFunds, Inc. (Oppenheimer)	Seeks capital appreciation.




ING Partners, Inc. – ING Oppenheimer Strategic Income Portfolio	Directed Services LLC Subadviser: OppenheimerFunds, Inc. (Oppenheimer)	Seeks a high level of current income principally derived from interest on debt securities.




ING Variable Portfolios, Inc. – ING Opportunistic Large Cap Growth Portfolio	ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks growth of capital through investment in a diversified portfolio consisting primarily of common stocks and securities convertible into common stocks believed to offer growth potential.




ING Variable Portfolios, Inc. – ING Opportunistic Large Cap Value Portfolio	ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks growth of capital primarily through investment in a diversified portfolio of common stocks.




ING Investors Trust - ING PIMCO Core Bond Portfolio	Directed Services LLC Subadviser: Pacific Investment Management Company LLC	Seeks maximum total return, consistent with preservation of capital and prudent investment management.




ING Investors Trust - ING PIMCO High Yield Portfolio	Directed Services LLC Subadviser: Pacific Investment Management Company LLC	Seeks maximum total return, consistent with preservation of capital and prudent investment management.




ING Partners, Inc. – ING PIMCO Total Return Portfolio	Directed Services LLC Subadviser: Pacific Investment Management Company LLC (PIMCO)	Seeks maximum total return, consistent with capital preservation and prudent investment management.




ING Investors Trust - ING Pioneer Fund Portfolio	Directed Services LLC Subadviser: Pioneer Investment Management, Inc.	Seeks reasonable income and capital growth.




ING Investors Trust - ING Pioneer Mid Cap Value Portfolio	Directed Services LLC Subadviser: Pioneer Investment Management, Inc.	Seeks capital appreciation.




ING Partners, Inc. – ING Solution Income Portfolio	Directed Services LLC Consultant: ING Investment Management Co.	Seeks to provide a combination of total return and stability of principal consistent with an asset allocation targeted to retirement.

PRO.70600-08 B5

Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)

ING Partners, Inc. – ING Solution 2015 Portfolio	Directed Services LLC Consultant: ING Investment Management Co.	Until the day prior to its Target Date, the Portfolio will seek to provide total return consistent with an asset allocation targeted at retirement in approximately 2015. On the Target Date, the investment objective will be to seek to provide a combination of total return and stability of principal consistent with an asset allocation targeted to retirement.







ING Partners, Inc. – ING Solution 2025 Portfolio	Directed Services LLC Consultant: ING Investment Management Co.	Until the day prior to its Target Date, the Portfolio will seek to provide total return consistent with an asset allocation targeted at retirement in approximately 2025. On the Target Date, the investment objective will be to seek to provide a combination of total return and stability of principal consistent with an asset allocation targeted to retirement.







ING Partners, Inc. – ING Solution 2035 Portfolio	Directed Services LLC Consultant: ING Investment Management Co.	Until the day prior to its Target Date, the Portfolio will seek to provide total return consistent with an asset allocation targeted at retirement in approximately 2035. On the Target Date, the investment objective will be to seek to provide a combination of total return and stability of principal consistent with an asset allocation targeted to retirement.







ING Partners, Inc. – ING Solution 2045 Portfolio	Directed Services LLC Consultant: ING Investment Management Co.	Until the day prior to its Target Date, the Portfolio will seek to provide total return consistent with an asset allocation targeted at retirement in approximately 2045. On the Target Date, the investment objective will be to seek to provide a combination of total return and stability of principal consistent with an asset allocation targeted to retirement.







ING Investors Trust - ING T. Rowe Price Capital Appreciation Portfolio	Directed Services LLC Subadviser: T. Rowe Price Associates, Inc.	Seeks, over the long-term, a high total investment return, consistent with the preservation of capital and prudent investment risk.



ING Partners, Inc. – ING T. Rowe Price Diversified Mid Cap Growth Portfolio	Directed Services LLC Subadviser: T. Rowe Price Associates, Inc. (T. Rowe Price)	Seeks long-term capital appreciation.




ING Investors Trust - ING T. Rowe Price Equity Income Portfolio	Directed Services LLC Subadviser: T. Rowe Price Associates, Inc.	Seeks substantial dividend income as well as long-term growth of capital.



ING Partners, Inc. – ING T. Rowe Price Growth Equity Portfolio	Directed Services LLC Subadviser: T. Rowe Price Associates, Inc. (T. Rowe Price)	Seeks long-term capital growth, and secondarily, increasing dividend income.

PRO.70600-08 B6

Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)

ING Partners, Inc. – ING Templeton Foreign Equity Portfolio	Directed Services LLC Subadviser: Templeton Investment Counsel, LLC (Templeton)	Seeks long-term capital growth.




ING Partners, Inc. – ING Thornburg Value Portfolio	Directed Services LLC Subadviser: Thornburg Investment Management (Thornburg)	Seeks capital appreciation.




ING Partners, Inc. – ING UBS U.S. Large Cap Equity Portfolio	Directed Services LLC Subadviser: UBS Global Asset Management (Americas) Inc. (UBS Global AM)	Seeks long-term growth of capital and future income.





ING Investors Trust - ING Van Kampen Capital Growth Portfolio	Directed Services LLC Subadviser: Van Kampen	Seeks long-term capital appreciation.


ING Partners, Inc. – ING Van Kampen Comstock Portfolio	Directed Services LLC Subadviser: Van Kampen	Seeks capital growth and income.


ING Partners, Inc. – ING Van Kampen Equity and Income Portfolio	Directed Services LLC Subadviser: Van Kampen	Seeks total return, consisting of long-term capital appreciation and current income.


ING VP Balanced Portfolio, Inc.	ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks to maximize investment return, consistent with reasonable safety of principal, by investing in a diversified portfolio of one or more of the following asset classes: stocks, bonds and cash equivalents, based on the judgment of the Portfolio’s management, of which of those sectors or mix thereof offers the best investment prospects.







ING Variable Products Trust – ING VP Financial Services Portfolio	ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks long-term capital appreciation.




ING Variable Funds – ING VP Growth and Income Portfolio	ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks to maximize total return through investments in a diversified portfolio of common stocks and securities convertible into common stock.




ING Investors Trust – ING VP Index Plus International Equity Portfolio	ING Investments, LLC Subadviser: ING Investment Management Advisors, B.V.	Seeks to outperform the total return performance of the Morgan Stanley Capital International Europe Australasia and Far East^®Index (“MSCI EAFE^®Index”), while maintaining a market level of risk.

PRO.70600-08 B7

Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)

ING Variable Portfolios, Inc. – ING VP Index Plus LargeCap Portfolio	ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks to outperform the total return performance of the Standard & Poor’s 500 Composite Stock Price Index (S&P 500 Index), while maintaining a market level of risk.




ING Variable Portfolios, Inc. – ING VP Index Plus MidCap Portfolio	ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks to outperform the total return performance of the Standard & Poor’s MidCap 400 Index (S&P MidCap 400 Index), while maintaining a market level of risk.




ING Variable Portfolios, Inc. – ING VP Index Plus SmallCap Portfolio	ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks to outperform the total return performance of the Standard and Poor’s SmallCap 600 Index (S&P SmallCap 600 Index), while maintaining a market level of risk.




ING VP Intermediate Bond Portfolio	ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks to maximize total return consistent with reasonable risk, through investment in a diversified portfolio consisting primarily of debt securities.




ING Variable Products Trust – ING VP International Value Portfolio	ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks long-term capital appreciation.




ING Variable Products Trust – ING VP MidCap Opportunities Portfolio	ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks long-term capital appreciation.




ING Variable Products Trust – ING VP Real Estate Portfolio	ING Investments, LLC Subadviser: ING Clarion Real Estate Securities L.P.	A non-diversified portfolio that seeks total return.



ING Variable Portfolios, Inc. – ING VP Small Company Portfolio	ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks growth of capital primarily through investment in a diversified portfolio of common stocks and securities of companies with smaller market capitalizations.




ING Variable Products Trust – ING VP SmallCap Opportunities Portfolio	ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks long-term capital appreciation.




ING Strategic Allocation Portfolios, Inc. – ING VP Strategic Allocation Conservative Portfolio	ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks to provide total return consistent with preservation of capital.

PRO.70600-08 B8

Fund Name	Investment Adviser/ Subadviser	Investment Objective(s)

ING Strategic Allocation Portfolios, Inc. – ING VP Strategic Allocation Growth Portfolio	ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks to provide capital appreciation.




ING Strategic Allocation Portfolios, Inc. – ING VP Strategic Allocation Moderate Portfolio	ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks to provide total return (i.e., income and capital appreciation, both realized and unrealized).




ING Variable Portfolios, Inc. – ING WisdomTree^SMGlobal High-Yielding Equity Index Portfolio* WisdomTree^SMis a servicemark of WisdomTree Investments*	ING Investments, LLC Subadviser: ING Investment Management Co.	Seeks investment returns that closely correspond to the price and yield performance, before fees and expenses, of the WisdomTree^SMGlobal High-Yielding Equity Index (“Index”).






Oppenheimer Variable Account Funds – Oppenheimer Main Street Small Cap Fund^®/VA	OppenheimerFunds, Inc.	Seeks capital appreciation.



PIMCO Variable Insurance Trust – Real Return Portfolio	Pacific Investment Management Company LLC (PIMCO)	Seeks maximum real return, consistent with preservation of real capital and prudent investment management.


Pioneer Variable Contracts Trust – Pioneer Equity Income VCT Portfolio	Pioneer Investment Management, Inc.	Seeks current income and long-term growth of capital from a portfolio consisting primarily of income producing equity securities of U.S. corporations.

PRO.70600-08 B9

APPENDIX C

Fixed Account II

Fixed Account II (“Fixed Account”) is an optional fixed interest allocation offered during the accumulation phase of
your variable annuity contract between you and ING USA Annuity and Life Insurance Company (“ING USA,” the
“Company,” “we” or “our”). The Fixed Account, which is a segregated asset account of ING USA, provides a means for
you to invest on a tax-deferred basis and earn a guaranteed interest for guaranteed interest periods (Fixed Interest
Allocation(s)). We will credit your Fixed Interest Allocation(s) with a fixed rate of interest. We currently offer Fixed
Interest Allocations with guaranteed interest periods of 5, 7 and 10 years. In addition, we may offer DCA Fixed Interest
Allocations, which are 6-month and 1-year Fixed Interest Allocations available exclusively in connection with our dollar
cost averaging program. We may offer additional guaranteed interest periods in some or all states, may not offer all
guaranteed interest periods on all contracts or in all states and the rates for a given guaranteed interest period may vary
among contracts. We set the interest rates periodically. We may credit a different interest rate for each interest period.
The interest you earn in the Fixed Account as well as your principal is guaranteed by ING USA, as long as you do not
take your money out before the maturity date for the applicable interest period. If you take your money out from a Fixed
Interest Allocation more than 30 days before the applicable maturity date, we will apply a market value adjustment
(“Market Value Adjustment”). A Market Value Adjustment could increase or decrease your contract value and/or the
amount you take out. A surrender charge may also apply to withdrawals from your contract. You bear the risk that you
may receive less than your principal because of the Market Value Adjustment.

For contracts sold in some states, not all Fixed Interest Allocations are available. You have a right to return a contract for
a refund as described in the prospectus. To obtain a copy of the Fixed Account II prospectus, please write or call us at the
address and phone number listed on the front page of the prospectus.

The Fixed Account
You may allocate premium payments and transfer your contract value to the guaranteed interest periods of the Fixed
Account during the accumulation period as described in the prospectus. Every time you allocate money to the Fixed
Account, we set up a Fixed Interest Allocation for the guaranteed interest period you select. We will credit your Fixed
Interest Allocation with a guaranteed interest rate for the interest period you select, so long as you do not withdraw
money from that Fixed Interest Allocation before the end of the guaranteed interest period. Each guaranteed interest
period ends on its maturity date which is the last day of the month in which the interest period is scheduled to expire.

Your contract value in the Fixed Account is the sum of your Fixed Interest Allocations and the interest credited as
adjusted for any withdrawals, transfers or other charges we may impose, including any Market Value Adjustment. Your
Fixed Interest Allocation will be credited with the guaranteed interest rate in effect for the guaranteed interest period you
selected when we receive and accept your premium or reallocation of contract value. We will credit interest daily at a
rate that yields the quoted guaranteed interest rate.

If you surrender, withdraw, transfer or annuitize your investment in a Fixed Interest Allocation more than 30 days before
the end of the guaranteed interest period, we will apply a Market Value Adjustment to the transaction. A Market Value
Adjustment could increase or decrease the amount you surrender, withdraw, transfer or annuitize, depending on current
interest rates at the time of the transaction. You bear the risk that you may receive less than your principal because of the
Market Value Adjustment.

Guaranteed Interest Rates
Each Fixed Interest Allocation will have an interest rate that is guaranteed as long as you do not take your money out
until its maturity date. We do not have a specific formula for establishing the guaranteed interest rates for the different
guaranteed interest periods. We determine guaranteed interest rates at our sole discretion. We cannot predict the level of
future interest rates. For more information see the prospectus for the Fixed Account.

PRO.70600-08 C1

Transfers from a Fixed Interest Allocation
You may transfer your contract value in a Fixed Interest Allocation to one or more new Fixed Interest Allocations with
new guaranteed interest periods, or to any of the subaccounts of ING USA’s Separate Account B as described in the
prospectus on the maturity date of a guaranteed interest period. The minimum amount that you can transfer to or from
any Fixed Interest Allocation is $100. Transfers from a Fixed Interest Allocation may be subject to a Market Value
Adjustment. If you have a special Fixed Interest Allocation that was offered exclusively with our dollar cost averaging
program, canceling dollar cost averaging will cause a transfer of the entire contract value in such Fixed Interest Allocation
to the ING Liquid Assets Portfolio subaccount, and such a transfer will be subject to a Market Value Adjustment.

Withdrawals from a Fixed Interest Allocation
During the accumulation phase, you may withdraw a portion of your contract value in any Fixed Interest Allocation. You
may make systematic withdrawals of only the interest earned during the prior month, quarter or year, depending on the
frequency chosen, from a Fixed Interest Allocation under our systematic withdrawal option. A withdrawal from a Fixed
Interest Allocation may be subject to a Market Value Adjustment and a contract surrender charge. Be aware that
withdrawals may have federal income tax consequences, including a 10% penalty tax, as well as state income tax
consequences.

Market Value Adjustment
A Market Value Adjustment may decrease, increase or have no effect on your contract value. We will apply a Market
Value Adjustment (i) whenever you withdraw or transfer money from a Fixed Interest Allocation (unless made within 30
days before the maturity date of the applicable guaranteed interest period, or under the systematic withdrawal or dollar
cost averaging program) and (ii) if on the income phase payment start date a guaranteed interest period for any Fixed
Interest Allocation does not end on or within 30 days of the income phase payment start date.

A Market Value Adjustment may be positive, negative or result in no change. In general, if interest rates are rising, you
bear the risk that any Market Value Adjustment will likely be negative and reduce your contract value. On the other hand,
if interest rates are falling, it is more likely that you will receive a positive Market Value Adjustment that increases your
contract value. In the event of a full surrender, transfer or annuitization from a Fixed Interest Allocation, we will add or
subtract any Market Value Adjustment from the amount surrendered, transferred or annuitized. In the event of a partial
withdrawal, transfer or annuitization, we will add or subtract any Market Value Adjustment from the total amount
withdrawn, transferred or annuitized in order to provide the amount requested. If a negative Market Value Adjustment
exceeds your contract value in the Fixed Interest Allocation, we will consider your request to be a full surrender, transfer
or annuitization of the Fixed Interest Allocation.

Contract Value in the Fixed Interest Allocations
On the contract date, the contract value in any Fixed Interest Allocation in which you are invested is equal to the portion
of the initial premium paid and designated for allocation to the Fixed Interest Allocation. On each business day after the
contract date, we calculate the amount of contract value in each Fixed Interest Allocation as follows:

1)	We take the contract value in the Fixed Interest Allocation at the end of the preceding business day;
2)	We credit a daily rate of interest on 1) at the guaranteed rate since the preceding business day;
3)	We add 1) and 2);
4)	We subtract from 3) any transfers from that Fixed Interest Allocation; and
5)	We subtract from 4) any withdrawals, and then subtract any contract fees (including any rider charges) and premium taxes.

Additional premium payments and transfers allocated to the Fixed Account will be placed in a new Fixed Interest
Allocation. The contract value on the date of allocation will be the amount allocated. Several examples which illustrate
how the Market Value Adjustment works are included in the prospectus for Fixed Account II.

Cash Surrender Value
The cash surrender value is the amount you receive when you surrender the contract. The cash surrender value of amounts
allocated to the Fixed Account will fluctuate daily based on the interest credited to Fixed Interest Allocations, any Market
Value Adjustment, and any surrender charge. We do not guarantee any minimum cash surrender value. On any date
during the accumulation phase, we calculate the cash surrender value as follows: we start with your contract value, then
we adjust for any Market Value Adjustment, and then we deduct any surrender charge, any charge for premium taxes, the
annual contract administrative fee (unless waived), and any optional benefit rider charge, and any other charges incurred
but not yet deducted.

PRO.70600-08 C2

Dollar Cost Averaging from Fixed Interest Allocations
You may elect to participate in our dollar cost averaging program if you have at least $1,200 of contract value in Fixed
Account Interest Allocations with a guaranteed interest period of 1 year or less. The Fixed Interest Allocations serve as
the source accounts from which we will, on a monthly basis, automatically transfer a set dollar amount of money to other
Fixed Interest Allocations or funds selected by you.

The dollar cost averaging program is designed to lessen the impact of market fluctuation on your investment. Since we
transfer the same dollar amount to subaccounts each month, more units of a subaccount are purchased if the value of
its unit is low and fewer units are purchased if the value of its unit is high. Therefore, a lower than average value per
unit may be achieved over the long term. However, we cannot guarantee this. When you elect the dollar cost averaging
program, you are continuously investing in securities regardless of fluctuating price levels. You should consider your
tolerance for investing through periods of fluctuating price levels. You elect the dollar amount you want transferred
under this program. Each monthly transfer must be at least $100. You may change the transfer amount once each
contract year.

Transfers from a Fixed Interest Allocation under the dollar cost averaging program are not subject to a Market Value
Adjustment.

We may in the future offer additional subaccounts or withdraw any subaccount or Fixed Interest Allocation to or from
the dollar cost averaging program or otherwise modify, suspend or terminate this program. Of course, such changes
will not affect any dollar cost averaging programs in operation at the time.

Suspension of Payments
We have the right to delay payment of amounts from a Fixed Interest Allocation for up to 6 months.

More Information
See the prospectus for Fixed Account II.

PRO.70600-08 C3

APPENDIX D

Fixed Interest Division

A Fixed Interest Division option is available through the group and individual deferred variable annuity contracts
offered by ING USA Annuity and Life Insurance Company. The Fixed Interest Division is part of the ING USA
General Account. Interests in the Fixed Interest Division have not been registered under the Securities Act of 1933,
and neither the Fixed Interest Division nor the General Account are registered under the Investment Company Act of
1940.

Interests in the Fixed Interest Division are offered in certain states through an Offering Brochure, dated
April 28, 2008. The Fixed Interest Division is different from the Fixed Account which is described in the prospectus
but which is not available in your state. If you are unsure whether the Fixed Account is available in your state, please
contact our Customer Service Center at 1-800-366-0066. When reading through the Prospectus, the Fixed Interest
Division should be counted among the various investment options available for the allocation of your premiums, in
lieu of the Fixed Account. The Fixed Interest Division may not be available in some states. Some restrictions may
apply.

You will find more complete information relating to the Fixed Interest Division in the Offering Brochure. Please read
the Offering Brochure carefully before you invest in the Fixed Interest Division.

PRO.70600-08 D1

APPENDIX E

Surrender Charge for Excess Withdrawals Example

The following assumes you made an initial premium payment of $25,000 and additional premium payments of
$25,000 in each of the second and third contract years, for total premium payments under the contract of $75,000. It
also assumes a withdrawal at the beginning of the fifth contract year of 30% of the contract value of $90,000.

In this example, $9,000 (10% of $90,000) is maximum free withdrawal amount that you may withdraw during the
contract year without a surrender charge. The total amount withdrawn from the contract would be $27,000 ($90,000 x
.30). Therefore, $18,000 ($27,000 - $9,000) is considered an excess withdrawal and would be subject to a 3%
surrender charge of $540 ($18,000 x .03). This example does not take into account any Market Value Adjustment or
deduction of any premium taxes.

PRO.70600-08 E1

APPENDIX F

Pro-Rata Withdrawal Adjustment for 5% Roll-Up Death Benefit Examples

Example #1: The Contract Value (AV) is Lower than the Death Benefit

Assume a premium payment of $100,000, AV at the time of withdrawal of $80,000 and a 5% Roll-Up
minimum guarantee death benefit (“MGDB”) at the time of withdrawal of $120,000. A total withdrawal of $20,000 is
made.

Calculate the Effect of the Withdrawal

Pro-rata Withdrawal Adjustment to MGDB = $30,000 ($120,000 * ($20,000 / $80,000))

MGDB after Pro-rata Withdrawal = $90,000 ($120,000 - $30,000)

AV after Withdrawal = $60,000 ($80,000 - $20,000)

Example #2: The Contract Value (AV) is Greater than the Death Benefit

Assume a premium payment of $100,000, AV at the time of withdrawal of $160,000 and a 5% Roll-Up
minimum guarantee death benefit (“MGDB”) at the time of withdrawal of $120,000. A total withdrawal of $20,000 is
made.

Calculate the Effect of the Withdrawal

Pro-rata Withdrawal Adjustment to MGDB = $15,000 ($120,000 * ($20,000 / $160,000))

MGDB after Pro-rata Withdrawal = $105,000 ($120,000 - $15,000)

AV after Withdrawal = $140,000 ($160,000 - $20,000)

Example #3: The Contract Value (AV) is Equal to the Death Benefit

Assume a premium payment of $100,000, AV at the time of withdrawal of $120,000 and a 5% Roll-Up
minimum guarantee death benefit (“MGDB”) at the time of withdrawal of $120,000. A total withdrawal of $20,000 is
made.

Calculate the Effect of the Withdrawal

Pro-rata Withdrawal Adjustment to MGDB = $20,000 ($120,000 * ($20,000 / $120,000))

MGDB after Pro-rata Withdrawal = $100,000 ($120,000 - $20,000)

AV after Pro-rata Withdrawal = $100,000 ($120,000 - $20,000)

PRO.70600-08 F1

APPENDIX G

Special Funds 5% Roll-up Death Benefit Examples

*MGDB if 50% invested in Special Funds**				*MGDB if 0% invested in Special Funds**				*MGDB if 100% invested in Special Funds**
*MGDB if 50% invested in Special Funds**				*MGDB if 0% invested in Special Funds**				*MGDB if 100% invested in Special Funds**
end of yr	Covered	Special	Total	end of yr	Covered	Special	Total	end of yr	Covered	Special	Total
0	500	500	1,000	0	1,000	-	1,000	0	0	1000	1000
1	525	500	1,025	1	1,050	-	1,050	1	0	1000	1000
2	551	500	1,051	2	1,103	-	1,103	2	0	1000	1000
3	579	500	1,079	3	1,158	-	1,158	3	0	1000	1000
4	608	500	1,108	4	1,216	-	1,216	4	0	1000	1000
5	638	500	1,138	5	1,276	-	1,276	5	0	1000	1000
6	670	500	1,170	6	1,340	-	1,340	6	0	1000	1000
7	704	500	1,204	7	1,407	-	1,407	7	0	1000	1000
8	739	500	1,239	8	1,477	-	1,477	8	0	1000	1000
9	776	500	1,276	9	1,551	-	1,551	9	0	1000	1000
10	814	500	1,314	10	1,629	-	1,629	10	0	1000	1000

*MGDB if transferred to Special Funds**				*MGDB if transferred to Covered Funds**
*MGDB if transferred to Special Funds**				*MGDB if transferred to Covered Funds**
at the beginning of year 6				at the beginning of year 6
end of yr	Covered	Special	Total	end of yr	Covered	Special	Total
0	1,000	-	1,000	0	-	1,000	1,000
1	1,050	-	1,050	1	-	1,000	1,000
2	1,103	-	1,103	2	-	1,000	1,000
3	1,158	-	1,158	3	-	1,000	1,000
4	1,216	-	1,216	4	-	1,000	1,000
5	1,276	-	1,276	5	-	1,000	1,000
6	-	1,276	1,276	6	1,050	-	1,050
7	-	1,276	1,276	7	1,103	-	1,103
8	-	1,276	1,276	8	1,158	-	1,158
9	-	1,276	1,276	9	1,216	-	1,216
10	-	1,276	1,276	10	1,276	-	1,276

* MGDB is the 5% Roll-up Minimum Guaranteed Death Benefit

PRO.70600-08 G1

APPENDIX H

Examples of Minimum Guaranteed Income Benefit Calculation
Example 1
Age		Contract without the MGIB Rider	Contract with the MGIB Rider
		Contract without the MGIB Rider	Contract with the MGIB Rider
55	Initial Value	$100,000	$100,000
	Accumulation Rate	0.0%	0.00%
	Rider Charge	0.0%	0.60%
65	Contract Value	$100,000	$92,219
	Contract Annuity Factor	4.71	4.71
	Monthly Income	$471.00	$434.35
	MGIB Rollup	n/a	$162,889
	MGIB Ratchet	n/a	$100,000
	MGIB Annuity Factor	n/a	4.43
	MGIB Income	n/a	$721.60
	Income	$471.00	$721.60
Example 2
Age		Contract without the MGIB Rider	Contract with the MGIB Rider
		Contract without the MGIB Rider	Contract with the MGIB Rider
55	Initial Value	$100,000	$100,000
	Accumulation Rate	3.0%	3.0%
	Rider Charge	0.0%	0.60%
65	Contract Value	$134,392	$125,479
	Contract Annuity Factor	4.71	4.71
	Monthly Income	$632.98	$591.01
	MGIB Rollup	n/a	$162,889
	MGIB Ratchet	n/a	$125,479
	MGIB Annuity Factor	n/a	4.43
	MGIB Income	n/a	$721.60
	Income	$632.98	$721.60
Example 3
Age		Contract without the MGIB Rider	Contract with the MGIB Rider
Age		Contract without the MGIB Rider	Contract with the MGIB Rider
55	Initial Value	$100,000	$100,000
	Accumulation Rate	8.0%	8.0%
	Rider Charge	0.0%	0.60%
65	Contract Value	$215,892	$203,808
	Contract Annuity Factor	4.71	4.71
	Monthly Income	$1,016.85	$959.93
	MGIB Rollup	n/a	$162,889
	MGIB Ratchet	n/a	$203,808
	MGIB Annuity Factor	n/a	4.43
	MGIB Income	n/a	$902.87
	Income	$1,016.85	$959.93

The Accumulation Rates shown are hypothetical and intended to illustrate various market conditions. These rates
are assumed to be net of all fees and charges. Fees and charges are not assessed against the MGIB Rollup Rate.

PRO.70600-08 H1

APPENDIX I

ING LifePay Plus and ING Joint LifePay Plus Partial Withdrawal Amount Examples

(For riders issued on or after April 28, 2008, subject to state approval)

The following examples show the adjustment to the Maximum Annual Withdrawal amount for a withdrawal before the
Lifetime Withdrawal Phase has begun.

Illustration 1: Adjustment to the ING LifePay Plus Base for a withdrawal taken prior to the Lifetime
Withdrawal Phase.

Assume the Annuitant is age 55 and the first withdrawal taken during the contract year is $3,000 net, with $0 of
surrender charges. Because the ING LifePay Plus Rider is not yet eligible to enter the Lifetime Withdrawal Phase,
there is no Maximum Annual Withdrawal and the entire withdrawal is considered excess.

If the ING LifePay Plus Base and contract value before the withdrawal are $100,000 and $90,000, respectively, then
the ING LifePay Plus Base will be reduced by 3.33% ($3,000 / $90,000) to $96,667 ((1 – 3.33%) * $100,000).

Any additional withdrawals taken prior to the Annuitant reaching age 59½ will also result in an immediate pro-rata
reduction to the ING LifePay Plus Base.

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

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 no surrender 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. 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. Because total net
withdrawals taken, $6,000, exceed the Maximum Annual Withdrawal, $5,000, there is an adjustment to the Maximum
Annual Withdrawal. However, because only $4,500 in gross withdrawals was taken during the contract year prior to
this withdrawal, $500 of the $1,500 gross withdrawal is not considered excess.

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 contract value before this withdrawal is $50,000, and the contract value is $49,500 after the part of the gross
withdrawal that was within the Maximum Annual Withdrawal, $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).

PRO.70600-08 I1

The first withdrawal taken during the contract year is $3,000 net, with $0 of surrender 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. 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. 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 Additional Withdrawal Amount at the end of the calendar year before it is withdrawn.

Assume the most recent contract date was July 1, 2008 and the Maximum Annual Withdrawal is $5,000. Also assume
RMDs, applicable to this contract, are $6,000 and $5,000 for 2008 and 2009 calendar years respectively.

Between July 1, 2008 and December 31, 2008, a withdrawal of $5,000 is taken which exhausts the Maximum Annual
Withdrawal.

On January 1, 2009, the Additional Withdrawal Amount is set equal to the excess of the 2009 RMD above the existing
Maximum Annual Withdrawal, $1,000 ($6,000 - $5,000). Note that while the Maximum Annual Withdrawal has been
exhausted, it is still used to calculate the Additional Withdrawal Amount.

The owner now has until December 31, 2010 to take the newly calculated Additional Withdrawal Amount of $1,000.
The owner decides not to take the Additional Withdrawal Amount of $1,000 in 2009.

On January 1, 2010, the Additional Withdrawal Amount is set equal to the excess of the 2010 RMD above the existing
Maximum Annual Withdrawal, $0 ($5,000 - $5,000). Note that the Additional Withdrawal Amount of $1,000 from the
2008 calendar year carries over into the 2010 calendar year and is available for withdrawal.

Illustration 5: A withdrawal exceeds the Maximum Annual Withdrawal amount and 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. The Maximum Annual
Withdrawal is not exceeded.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender 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 $3,500 net, with $0 of surrender charges. Total net withdrawals
taken, $8,000, exceed the sum of the Maximum Annual Withdrawal and the Additional Withdrawal Amount, $6,000,
and there is an adjustment to the Maximum Annual Withdrawal.

Total gross withdrawals during the contract year are $8,000 ($3,000 + $1,500 + $3,500). The adjustment is the lesser
of the amount by which the total gross withdrawals for the year exceed the sum of the Maximum Annual Withdrawal
and the Additional Withdrawal Amount ($8,000 - $6,000 = $2,000), and the amount of the current gross withdrawal
($3,500).

If the contract value before this withdrawal is $50,000, then the Maximum Annual Withdrawal is reduced by 4.00%
($2,000 / $50,000) to $4,800 ((1 - 4.00%) * $5,000).

PRO.70600-08 I2

Illustration 6: 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.

PRO.70600-08 I3

APPENDIX J

Examples of Fixed Allocation Funds Automatic Rebalancing

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

I.	Subsequent Payments

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

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

II.	Partial Withdrawals

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

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

PRO.70600-08 J1

APPENDIX K

ING LifePay Plus and Joint LifePay Plus Riders

(For contracts issued on and after August 20, 2007 through April 28, 2008, subject to state approval)

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 rider date. Some broker-
dealers may limit the availability of the rider to younger ages. The ING LifePay Plus rider was available for contracts
issued on and after August 20, 2007 through April 28, 2008 (subject to availability and state approvals) that did 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.

   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.

   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%	0.50%

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.

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 the Fixed Account. With the Fixed Account, we deduct the charge from
the Fixed Interest Allocation having the nearest maturity. For more information about the Fixed Account, 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.

No Cancellation. Once you purchase the ING LifePay Plus rider, you may not cancel it unless you cancel the
contract during the contract’s free look period, surrender, begin income phase payments 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.

PRO.70600-08 K1

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)	begin income phase payments, 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 59½ has not yet passed. While the ING LifePay Plus rider is
in guaranteed withdrawal status, withdrawals in a contract year up to the Maximum Guaranteed Withdrawal will reduce
the ING LifePay Plus Base dollar-for-dollar. This status will then continue until the earliest of:

1)	quarterly contract anniversary following the annuitant reaching age 59½, 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 income phase 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 of the contract, or the election to begin income phase payments; 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.

     Please note that withdrawals while the ING LifePay Plus rider is in Guaranteed Withdrawal status are not guaranteed
     for the lifetime of the annuitant.

     Lifetime Guaranteed Withdrawal Status. This status begins on the date of your first withdrawal, provided the
quarterly contract anniversary following the annuitant’s age 59½ 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 59½. This status continues until the earliest of:

1)	the income phase 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 the election to begin income phase payments; 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.

PRO.70600-08 K2

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 income phase 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 income phase 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.

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

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

·	The current ING LifePay Plus Base; or
·	The current contract value. This is referred to as a quarterly “ratchet.”

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

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

Please note that if this rider is added after the contract date, then the first opportunity for a step-up will be on the first
contract anniversary following a complete contract year after the rider date. You may sometimes see the step-up
referred to as the Minimum Annual Deferral Enhancement (or MADE).

The ING LifePay Plus Base has no additional impact on the calculation of income phase payments or withdrawal
benefits.

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

Determination of the Maximum Annual Withdrawal. The Maximum Annual Withdrawal is determined on
the date the Withdrawal Phase begins. It equals 5% 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.

If the Withdrawal Phase begins before the quarterly contract anniversary on or after the annuitant reaches age 59½,
withdrawals in a contract year up to the Maximum Annual Withdrawal will reduce the ING LifePay Plus Base dollar-
for-dollar, under what we refer to as the “Standard Withdrawal Benefit.” Then, on the quarterly contract anniversary
on or after the annuitant reaches age 59½, the ING LifePay Plus Base will automatically be reset to the current
contract value, if greater, and the Maximum Annual Withdrawal will be recalculated.

PRO.70600-08 K3

If the contract’s income phase commencement date is reached while you are in the ING LifePay Plus rider’s Lifetime
Guaranteed Withdrawal Status, then you may elect a life only income phase option, in lieu of the contract’s other
income phase options, under which we will pay the greater of the income phase payout under the contract and equal
annual payments of the Maximum Annual Withdrawal.

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

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

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

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

Required Minimum Distributions. Withdrawals taken from the contract to satisfy the Required Minimum
Distribution rules of the Tax Code, that exceed the Maximum Annual Withdrawal for a specific contract year, will
not be deemed excess withdrawals in that contract year for purposes of the ING LifePay Plus rider, subject to the
following rules:

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

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

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

4)	Once the Maximum Annual Withdrawal for the then current contract year has been taken, additional amounts withdrawn in excess of the Maximum Annual Withdrawal will count first against and reduce any unused Additional Withdrawal Amount for the previous calendar year followed by any Additional Withdrawal Amount for the current calendar year.

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

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 Illustration 3, below.

PRO.70600-08 K4

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

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

When the rider enters Automatic Periodic Benefit Status:

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

2)	no further premium payments will be accepted; and

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

During Automatic Periodic Benefit Status, we will pay you periodic payments in an annual amount that is equal to
the Maximum Annual Withdrawal. These payments will continue until the ING LifePay Plus Base is reduced to
zero, at which time the rider will terminate without value.

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

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

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

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.

PRO.70600-08 K5

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

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

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

Accepted Funds. Currently, Accepted Funds are: ING Franklin Templeton Founding Strategy Portfolio, ING Liquid
Assets Portfolio, ING Solution Income Portfolio, ING Solution 2015 Portfolio, ING Solution 2025 Portfolio, ING
Solution 2035 Portfolio, ING T. Rowe Price Capital Appreciation Portfolio, ING WisdomTree^SMGlobal High-
Yielding Equity Index Portfolio, the 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 American Funds Bond Portfolio, the ING Lehman Brothers U.S. Aggregate Bond
Index Portfolio and the ING VP Intermediate Bond Portfolio are designated as the Fixed Allocation Funds. 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, a 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 Fund will be considered a
Covered Fund allocation while the rider is in effect.

     Other Funds. All portfolios available under the contract other than Accepted Funds or the Fixed Allocation
Fund 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;

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

PRO.70600-08 K6

In certain circumstances, Fixed Allocation Funds Automatic Rebalancing may result in a reallocation into the Fixed
Allocation Fund even if you have not previously been invested in it. See “Appendix J–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 Fund. You should not purchase the ING LifePay Plus rider if you do not wish to
have your contract value reallocated in this manner.

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

Continuation After Death–Spouse. If the surviving spouse of the deceased owner continues the contract (see
“Death Benefit Choices–Continuation After Death–Spouse”), the rider will also continue on the next quarterly
contract anniversary, provided the spouse becomes the annuitant and sole owner.

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

1)	The rider will continue in the Growth Phase;

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

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

4)	Ratchets, which stop on the claim date, are restarted, effective on the date the rider is continued;

5)	Any remaining step-ups will be available, and if the rider is continued before an annual contract anniversary when a step-up would have been available, then that step-up will be available; and

6)	The rider’s Standard Withdrawal Benefit will be available until the quarterly contract anniversary on or after the spouse is age 59½.

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 5%. 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 5%. Withdrawals are permitted pursuant to the other provisions of the rider.

4)	The rider charges will restart on the quarter contract anniversary that the rider is continued and will be the same as were in effect prior to the claim date.

Effect of ING LifePay Plus Rider on Death Benefit. If you die before Lifetime Automatic Periodic Benefit
Status begins under the ING LifePay Plus rider, the death benefit is payable, but the rider terminates. However, if the
beneficiary is the owner’s spouse, and the spouse elects to continue the contract, the death benefit is not payable until
the spouse’s death. Thus, you should not purchase this rider with multiple owners, unless the owners are
spouses. See “Death of Owner or Annuitant” and “Continuation After Death–Spouse,” above for further
information.

PRO.70600-08 K7

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.”

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 date 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 was available for contracts issued on and after August 20, 2007 through
April 28, 2008 (subject to availability and state approvals) that did 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.

PRO.70600-08 K8

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

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

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

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

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

     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%	0.75%

PRO.70600-08 K9

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 income phase 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.

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. While the ING Joint
LifePay Plus rider is in Guaranteed Withdrawal Status, withdrawals in a contract year up to the Maximum Annual
Withdrawal will reduce the ING Joint LifePay Plus Base dollar-for-dollar. This status will then continue until the
earliest of:

1)	quarterly contract anniversary following the youngest active spouse’s 65^thbirthday, 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 income phase 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 of the contract or the election to begin receiving income phase payments; 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.

PRO.70600-08 K10

Please note that withdrawals while the ING Joint LifePay Plus rider is in Guaranteed Withdrawal Status are not
guaranteed for the lifetime of the annuitant.

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 income phase 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. 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 income phase 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 income phase commencement date, whichever occurs
first.

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

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

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

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

The current ING Joint LifePay Plus Base; or
The current contract value. This is referred to as a quarterly “ratchet.”

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

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

PRO.70600-08 K11

The ING Joint LifePay Plus Base has no additional impact on the calculation of income phase payments or withdrawal
benefits.

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

Determination of the Maximum Annual Withdrawal. The Maximum Annual Withdrawal is determined on
the date the Withdrawal Phase begins. It equals 5% 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.

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 we refer to as the “Standard Withdrawal Benefit.” Then, on the quarterly contract
anniversary on or after the younger spouse reaches age 65, the ING Joint LifePay Plus Base will automatically be
reset to the current contract value, if greater, and the Maximum Annual Withdrawal will be recalculated.

If the contract’s income phase commencement date is reached while you are in the ING Joint LifePay Plus rider’s
Lifetime Guaranteed Withdrawal Status, then you may elect a life only income phase option, in lieu of the contract’s
other income phase options, under which we will pay the greater of the income phase 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 income phase 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 Market Value Adjustment or surrender charges
will not be considered. However, for purposes of determining the Maximum Annual Withdrawal reduction after an
excess withdrawal, surrender charges and/or Market Value Adjustment are considered to be part of the withdrawal,
and will be included in the pro-rata adjustment to the Maximum Annual Withdrawal. See Illustration 1 and 2 below
for examples of this concept.

Required Minimum Distributions. Withdrawals taken from the contract to satisfy the Required Minimum
Distribution rules of the Tax Code are considered withdrawals for purposes of the ING Joint LifePay Plus rider, and
will begin the Withdrawal Phase if the Withdrawal Phase has not already started. Any such withdrawal which
exceeds the Maximum Annual Withdrawal for a specific contract year will not be deemed excess withdrawals in that
contract year for purposes of the ING Joint LifePay Plus rider, subject to the following:

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

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

PRO.70600-08 K12

	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 Illustration 3, below.

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

When the rider enters Automatic Periodic Benefit Status:

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

	2)	no further premium payments will be accepted; and

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

During Automatic Periodic Benefit Status, we will pay you periodic payments in an annual amount that is equal to
the Maximum Annual Withdrawal. These payments will continue until the ING Joint LifePay Plus Base is reduced
to zero, at which time the rider will terminate without value.

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

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

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

PRO.70600-08 K13

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.

You may elect to receive systematic withdrawals pursuant to the terms of the contract. Under a systematic
withdrawal, either a fixed amount or an amount based upon a percentage of the contract value will be withdrawn
from your contract and paid to you on a scheduled basis, either monthly, quarterly or annually. If, at the time the
ING Joint LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status, you are receiving systematic
withdrawals under the contract more frequently than annually, the periodic payments will be made at the same
frequency in equal amounts such that the sum of the payments in each contract year will equal the annual Maximum
Annual Withdrawal. Such payments will be made on the same payment dates as previously set up, if the payments
were being made monthly or quarterly. If the payments were being made semi-annually or annually, the payments
will be made at the end of the half-contract year or contract year, as applicable.

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

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

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

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

PRO.70600-08 K14

       Accepted Funds. Currently the Accepted Funds are: the Franklin Templeton Founding Strategy Portfolio, ING
Liquid Assets Portfolio, ING Solution Income Portfolio, ING Solution 2015 Portfolio, ING Solution 2025 Portfolio,
ING Solution 2035 Portfolio, ING T. Rowe Price Capital Appreciation Portfolio, ING WisdomTree^SMGlobal High-
Yielding Equity Index Portfolio, the 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 American Funds Bond Portfolio, the ING Lehman Brothers U.S. Aggregate
Bond Index Portfolio, and the ING VP Intermediate Bond Portfolio are designated as the Fixed Allocation Funds.
You may allocate your contract value to one or more of the 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
Fund are considered Other Funds.

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

	1)	receipt of additional premiums;

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

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

PRO.70600-08 K15

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 5% 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.”

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.

PRO.70600-08 K16

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 contract 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.

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 contract 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 RMD 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.

PRO.70600-08 K17

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%).

PRO.70600-08 K18

APPENDIX L

ING LifePay and Joint LifePay Riders

(Available for contracts issued through August 20, 2007, subject to state approval)

ING LifePay Minimum Guaranteed Withdrawal Benefit (ING LifePay) Rider. The ING LifePay 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 rider, the annuitant must be the owner or one of the owners, unless
the owner is a non-natural person. Joint annuitants are not allowed. The minimum issue age is 50 and the maximum
issue age is 80. The issue age is the age of the owner (or the annuitant if there are joint owners or the owner is non-
natural) on the contract anniversary on which the rider is effective. Some broker-dealers may limit availability of the
rider to ages younger than 80, but in no event less than 50. The ING LifePay rider will not be issued if the initial
allocation to investment options is not in accordance with the investment option restrictions described in “Investment
Option Restrictions,” below. The Company in its discretion may allow the rider to be elected during the 30-day
period preceding a contract anniversary. Such election must be received in good order, including compliance with
the investment option restrictions described below. The rider will be effective as of that contract anniversary.

Rider Date. The rider date is the date the ING LifePay rider becomes effective. The rider date is also the contract
date if you purchased the ING LifePay rider when the contract was issued.

Charge. The charge for the ING LifePay rider is deducted quarterly from your contract value as follows:

As an Annual Charge (Charge Deducted Quarterly)	As a Quarterly Charge	Maximum Annual Charge if Reset Option Elected
As an Annual Charge (Charge Deducted Quarterly)	As a Quarterly Charge	Maximum Annual Charge if Reset Option Elected
0.40% of contract value	0.10% of contract value	1.20% of contract value

The charge is deducted during the period starting on the rider date and up to your rider’s Lifetime Automatic
Periodic Benefit status. Lifetime Automatic Periodic Benefit Status will occur if your contract value is reduced to
zero and other conditions are met. The charge may be subject to change if you elect the reset option, subject to the
maximum annual charge. For more information on this rider, including when Lifetime Automatic Periodic Benefit
status begins, please see “ING LifePay Minimum Guaranteed Withdrawal Benefit Rider” below. If you surrender
your contract or begin receiving income phase payments, the charge is pro-rated based upon the amount owed at
the time. 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 this change.

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. 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.

No Cancellation. Once you purchase the ING LifePay rider, you may not cancel it unless you a) cancel the
contract during the contract’s free look period, b) surrender, c) begin income phase payments, or d) otherwise
terminate the contract pursuant to its terms. These events automatically cancel the ING LifePay rider. Once the
contract continues beyond the free look period, you may not cancel the rider. The Company may, at its discretion,
cancel and/or replace a rider at your request in order to renew or reset a rider.

PRO.70600-08 L1

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

	1)	Terminate your contract pursuant to its terms during the accumulation phase, surrender, or begin receiving income phase payments in lieu of payments under the 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; or

	3)	Change the owner of the contract.

Other circumstances that may cause a rider to terminate automatically are discussed below with each rider.

Lifetime Guaranteed Withdrawal Status. This status begins on the rider date and continues until the earliest
of:

	1)	the income phase start 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;

	4)	the surrender of the contract; or

	5)	the death of the contract owner (or in the case of joint owners, the first contract owner, or the annuitant in the case of a custodial IRA) unless your spouse beneficiary elects to continue the contract.

For more information about the effect of a withdrawal reducing the contract value to zero, please see “Lifetime
Automatic Periodic Benefit Status” below.

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

How the ING LifePay Rider Works. The ING LifePay Withdrawal Benefit rider has two phases. The first
phase, called the Growth Phase, begins on the rider date and ends as of the business day before the first withdrawal is
taken (or when the income phase start date is reached). The second phase is called the Withdrawal Phase. This
phase begins as of the date of the first withdrawal (other than investment advisory fees, as described below) or the
income phase start date, whichever occurs first.

During the accumulation phase of the contract, the ING LifePay rider may be in either the Growth Phase or the
Withdrawal Phase. The ING LifePay rider is initially in Lifetime Guaranteed Withdrawal Status. While in this status
you may terminate the ING LifePay rider by electing to enter the income phase and begin receiving income phase
payments. However, if you have not elected to begin receiving income phase payments, and the ING LifePay rider
enters Lifetime Automatic Periodic Benefit Status because the contract value has been reduced to zero, the ING
LifePay rider and contract terminate (other than those provisions regarding the payment of the Maximum Annual
Withdrawal, as described below) and you can no longer elect to receive income phase payments.

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

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

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

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

PRO.70600-08 L2

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

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

If the ING LifePay rider is in the Growth Phase, and the income phase commencement date is reached, the rider will
enter the Withdrawal Phase and the income phase will begin. In lieu of the income phase payment options available
under the contract, you may elect a life-only income phase payment option under which we will pay the greater of the
income phase payout under the contract and annual payments equal to the Maximum Annual Withdrawal.

Withdrawals in a contract year that do not exceed the Maximum Annual Withdrawal do not reduce the Maximum
Annual Withdrawal. However, if withdrawals in any contract year exceed the Maximum Annual Withdrawal, the
Maximum Annual Withdrawal will be reduced on a pro-rata basis. This means that the Maximum Annual
Withdrawal will be reduced by the same proportion that 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 the withdrawal taken causes the total withdrawals in that year to exceed the
current Maximum Annual Withdrawal, that withdrawal is considered excess. For purposes of determining whether
the Maximum Annual Withdrawal has been exceeded, any applicable Market Value Adjustment or surrender charges
will not be applied to the withdrawal. However, for purposes of determining the Maximum Annual Withdrawal
reduction after an excess withdrawal, any surrender charges and/or Market Value Adjustment are considered to be
part of the withdrawal. See Illustration 1 and 2 below for an example of this concept.

Required Minimum Distributions. Withdrawals taken from this contract to satisfy the Required Minimum
Distribution rules of the Tax Code are considered withdrawals for the purposes of the rider, and will begin the
Withdrawal Phase if the Withdrawal Phase has not already started. Any such withdrawal that 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 LifePay 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, other than Required Minimum Distributions will count against and reduce any Additional Withdrawal Amount.
	5)	Withdrawals that exceed the Additional Withdrawal Amount are excess withdrawals and will reduce the Maximum Annual Withdrawal on a pro-rata basis, as described above.

PRO.70600-08 L3

	6)	The Additional Withdrawal Amount is reset to zero at the end of each calendar year, and remains at zero until it is reset in January of the following calendar year, even if, pursuant to the Tax Code, the contract owner may take a Required Minimum Distribution for that calendar year after the end of the calendar year. The Additional Withdrawal Amount when recalculated, will not include your Required Minimum Distribution for a calendar year, or any portion thereof, that may otherwise be taken after that calendar year’s end.
	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 set equal to the amount in excess of the Additional Withdrawal Amount necessary to satisfy the Required Minimum Distribution (if any).

	See Appendix Illustration 3, below.

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

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

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 no longer entitled to make withdrawals. Instead, under the rider, you will begin
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 in the ING LifePay rider;
	2)	no further premium payments will be accepted; and
	3)	any other riders attached to the contract will terminate, unless otherwise specified in the rider.

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

If the Maximum Annual Withdrawal exceeds the net withdrawals taken the contract year when the ING LifePay 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 rider enters Lifetime Automatic Periodic Benefit
Status and will continue to be paid annually thereafter.

You may elect to receive systematic withdrawals pursuant to the terms of the contract. Under a systematic
withdrawal, either a fixed amount or an amount based upon a percentage of the contract value will be withdrawn
from your contract and paid to you on a scheduled basis, either monthly, quarterly or annually. If, at the time the
rider enters Lifetime Automatic Periodic Benefit Status, you are receiving systematic withdrawals under the contract
more frequently than annually, the periodic payments will be made at the same frequency in equal amounts such that
the sum of the payments in each contract year will equal the annual Maximum Annual Withdrawal. Such payments
will be made on the same payment dates as previously set up, if the payments were being made monthly or quarterly.
If the payments were being made semi-annually or annually, the payments will be made at the end of the half-
contract year or contract year, as applicable.

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

PRO.70600-08 L4

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

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

Investment Option Restrictions. In order to mitigate the insurance risk inherent in our guarantee to provide you
with lifetime payments (subject to the terms and restrictions of the ING LifePay 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 such contract value be invested in the Fixed Allocation Fund. See “Fixed
Allocation Fund Automatic Rebalancing” below.

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

        Accepted Funds. Currently the Accepted Funds are: the Franklin Templeton Founding Strategy Portfolio, ING
Liquid Assets Portfolio, ING Solution Income Portfolio, ING Solution 2015 Portfolio, ING Solution 2025 Portfolio,
ING Solution 2035 Portfolio, ING T. Rowe Price Capital Appreciation Portfolio, the ING WisdomTree^SMGlobal
High-Yielding Equity Index Portfolio, the 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 American Funds Bond Portfolio, the ING Lehman Brothers U.S. Aggregate
Bond Index Portfolio and the ING VP Intermediate Bond Portfolio are designated as the Fixed Allocation Funds. If
the rider is not continued under the spousal continuation right when available, the Fixed Allocation Fund will be
reclassified as a Special Fund as of the contract continuation date if it would otherwise be designated as a Special
Fund for the 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 a Fixed Allocation Fund will be considered a Covered Fund allocation while the rider is in effect.

        Other Funds. All portfolios available under the contract other than Accepted Funds and the Fixed Allocation
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 contract value allocated to the Fixed Allocation Funds and Other Funds on any ING LifePay
Rebalancing Date, we will automatically rebalance the contract value allocated to 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 Fixed
Allocation Funds and Other Funds and will be the last transaction processed on that date. The ING LifePay
Rebalancing Dates occur on each contract anniversary and after the following transactions:

	1)	receipt of additional premiums;
	2)	transfer or reallocation among Fixed Allocation Funds or Other Funds, whether automatic or specifically directed by you; and
	3)	withdrawals from a Fixed Allocation Fund or Other Fund.

PRO.70600-08 L5

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

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

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

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

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

	1)	The spouse is at least 50 years old on the date the contract is continued; and
	2)	The spouse becomes the annuitant and sole contract owner.

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

	1)	The rider will continue in the Growth Phase;
	2)	On the date the rider is continued, the ING LifePay Base will be reset to equal the then current contract value; and
	3)	The ING LifePay charges will restart and be the same as were in effect prior to the notice date.

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

1)	The rider will continue in the Withdrawal Phase;

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

	(a)	If the surviving spouse had not been the annuitant before the owner’s death, the Maximum Annual Withdrawal is recalculated by multiplying the contract value on that contract anniversary by 5%, and the Maximum Annual Withdrawal is considered to be zero from the notice date to that contract anniversary. Withdrawals are permitted pursuant to the other provisions of the contract. Withdrawals causing the contract value to fall to zero will terminate the contract and rider.
	(b)	If the surviving spouse was the annuitant before the owner’s death, the Maximum Annual Withdrawal is recalculated as the greater of the Maximum Annual Withdrawal on the notice date (adjusted for excess withdrawals thereafter) and the Maximum Annual Withdrawal resulting from multiplying the contract value on that contract anniversary by 5%. The Maximum Annual Withdrawal does not go to zero on the notice date, and withdrawals may continue under the rider provisions.

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

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

PRO.70600-08 L6

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

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

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

     Effect of ING LifePay Rider on Death Benefit. If you die before Lifetime Automatic Periodic Benefit Status
begins under the ING LifePay rider, the death benefit is payable, but the rider terminates. However, if the
beneficiary is the owner’s spouse, and the spouse elects to continue the contract, the death benefit is not payable
until the spouse’s death. Thus, you should not purchase this rider with multiple owners, unless the owners are
spouses. See “ING LifePay Minimum Guaranteed Withdrawal Benefit Rider–Death of Owner or Annuitant” 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 rider to the annuitant. 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.

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

ING Joint LifePay Minimum Guaranteed Withdrawal Benefit (ING Joint LifePay) Rider. The ING Joint
LifePay rider generally provides, subject to the restrictions and limitations below, that we will guarantee a minimum
level of annual withdrawals you may take from the contract for the lifetime of both you and your spouse, even if
these withdrawals deplete your contract value to zero. Annual withdrawals in excess of the annual withdrawal
amount allowed under the rider will reduce the amount of allowable future annual withdrawals, and may result in
your inability to receive lifetime payments under the rider. 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 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 rider. See “Ownership, Annuitant, and Beneficiary Designation
Requirements” below.

The minimum issue age is 60 and the maximum issue age is 80. Both spouses must meet these issue age
requirements on the contract anniversary on which the ING Joint LifePay 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 60. We reserve the
right to change the minimum or maximum issue ages on a nondiscriminatory basis. The ING Joint LifePay rider is
currently only available if you have not already purchased an optional living benefit rider. We do, however, reserve
the right to allow the purchase of more than one optional living benefit rider in the future, as well as the right to
allow contract owners to replace the ING LifePay rider with the ING Joint LifePay rider. The ING Joint LifePay
rider will not be issued if the initial allocation to investment options is not in accordance with the investment option
restrictions described in “Investment Option Restrictions” below. The Company in its discretion may allow the ING
Joint LifePay rider to be elected during the 30-day period preceding a contract anniversary. 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 rider will be effective as of that contract
anniversary.

PRO.70600-08 L7

        Ownership, Annuitant, and Beneficiary Designation Requirements. Certain ownership, annuitant, and
beneficiary designations are required in order to purchase the ING Joint LifePay rider. These designations depend
upon whether the contract is issued as a nonqualified contract or as an IRA. In both 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 of a contract issued as an IRA, who must also be the annuitant. The
      owner’s spouse must be the sole primary beneficiary.

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

             Rider Date. The rider date is the date the ING Joint LifePay rider becomes effective. The rider date is also
      the contract date if you purchased the ING Joint LifePay rider when the contract was issued.

             Charge. The charge for the ING Joint LifePay rider is deducted quarterly from your contract value as
       follows:

As an Annual Charge (Charge Deducted Quarterly)	As a Quarterly Charge	Maximum Annual Charge if Reset Option Elected
As an Annual Charge (Charge Deducted Quarterly)	As a Quarterly Charge	Maximum Annual Charge if Reset Option Elected
0.65% of contract value	0.1625% of contract value	1.50% of contract value

The charge is deducted during the period starting on the rider date and up to your rider’s Lifetime Automatic
Periodic Benefit status. Lifetime Automatic Periodic Benefit Status will occur if your contract value is reduced
to zero and other conditions are met. The charge may be subject to change if you elect the reset option, subject
to the maximum annual charge. For more information on this rider, including when Lifetime Automatic
Periodic Benefit status begins, please see “ING Joint LifePay Minimum Guaranteed Withdrawal Benefit Rider”
below. If you surrender your contract or begin receiving income phase payments, the charge is pro-rated based
upon the amount owed at the time. 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 this change.

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. 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.

No Cancellation. Once you purchase the ING Joint LifePay rider, you may not cancel it unless you a) cancel
the contract during the contract’s free look period, b) surrender, c) begin income phase payments, or d)
otherwise terminate the contract pursuant to its terms. These events automatically cancel the ING Joint LifePay
rider. Once the contract continues beyond the free look period, you may not cancel the rider. The Company
may, at its discretion, cancel and/or replace a rider at your request in order to renew or reset a rider.

PRO.70600-08 L8

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

	1)	Terminate your contract pursuant to its terms during the accumulation phase, surrender, or begin receiving income phase payments in lieu of payments under the 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 rider); or
	3)	Change the owner of the contract (other than a spousal continuation by an active spouse).

Other circumstances that may cause a rider to terminate automatically are discussed below with each rider.

Active Status. Once the ING Joint LifePay 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 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 rider after the death of the other spouse. Once designated
“inactive,” a spouse may not regain active status under the ING Joint LifePay 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 rider. However, all charges for the ING Joint LifePay 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 rider prior to requesting any such
changes.

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

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

	1)	the income phase 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;

	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.

For more information on the impact of a withdrawal reducing the contract value to zero on the Maximum Annual
Withdrawal, please see “Lifetime Automatic Periodic Benefit Status” below. As described below, certain features
of the ING Joint LifePay rider may differ depending upon whether you are in Lifetime Guaranteed Withdrawal
Status.

PRO.70600-08 L9

How the ING Joint LifePay Rider Works. The ING Joint LifePay rider has two phases. The first phase, called
the Growth Phase, begins on the effective date of the ING Joint LifePay rider and ends as of the business day before
the first withdrawal is taken (or when the income phase 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 investment advisory fees, as described below), or the income phase commencement date, whichever
occurs first. During the accumulation phase of the contract, the ING Joint LifePay rider may be in either the Growth
Phase or the Withdrawal Phase. During the income phase of the contract, the rider may only be in the Withdrawal
Phase. The rider is initially in Lifetime Guaranteed Withdrawal Status. While in this status you may terminate the
rider by electing to enter the income phase and begin receiving income phase payments. However, if you have not
elected to begin receiving income phase payments, and the rider enters Lifetime Automatic Periodic Benefit Status
because the contract value has been reduced to zero, the rider and contract terminate (other than those provisions
regarding the payment of the Maximum Annual Withdrawal, as described below) and you can no longer elect to
receive income phase payments.

Benefits paid under the ING Joint LifePay rider require the calculation of the Maximum Annual Withdrawal. The
ING Joint LifePay 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 rider on the contract date, the initial ING Joint LifePay Base is equal to the initial premium.

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

	3)	The initial ING Joint LifePay Base is increased dollar-for-dollar by any premiums received during the Growth Phase (“eligible premiums”). The ING Joint LifePay Base is also increased to equal the contract value if the contract value is greater then the current ING Joint LifePay Base, valued on each quarterly contract anniversary after the effective date of the ING Joint LifePay rider during the Growth Phase. The ING Joint LifePay Base has no additional impact on the calculation of income phase 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 Base or the Maximum Annual Withdrawal; however, we reserve the right to treat
such premiums as eligible premiums at our discretion, in a nondiscriminatory manner. Premiums received during the
Withdrawal Phase do increase the contract value used to determine the reset Maximum Annual Withdrawal if you
choose to reset the ING Joint LifePay rider (see “ING Joint LifePay Reset Option,” below). We reserve the right to
discontinue allowing premium payments during the Withdrawal Phase.

Determination of the Maximum Annual Withdrawal. The Maximum Annual Withdrawal is determined on
the date the Withdrawal Phase begins. It equals 5% of the greater of the contract value and the ING Joint LifePay
Base, as of the last day of the Growth Phase. The first withdrawal after the effective date of the ING Joint LifePay
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.

If the ING Joint LifePay rider is in the Growth Phase, and the income phase commencement date is reached, the ING
Joint LifePay rider will enter the Withdrawal Phase and income phase payments will begin. In lieu of the income
phase options under the Contract, you may elect a life only income phase option under which we will pay the greater
of the income phase 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 income phase 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 Maximum Annual Withdrawal will be reduced on a pro-rata basis. This means that the
Maximum Annual Withdrawal will be reduced by the same proportion as the excess withdrawal is of the contract
value determined after the deduction for the amount withdrawn up to the Maximum Annual Withdrawal but before
the deduction of the excess withdrawal.

PRO.70600-08 L10

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

Required Minimum Distributions. Withdrawals taken from the contract to satisfy the Required Minimum
Distribution rules of the Tax Code are considered withdrawals for purposes of the 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 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 against and reduce any Additional Withdrawal Amount.

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

	6)	The Additional Withdrawal Amount is reset to zero at the end of each calendar year, and remains at zero until it is reset in January of the following calendar year, even if, pursuant to the Tax Code, the contract owner may take a Required Minimum Distribution for that calendar year after the end of the calendar year. The Additional Withdrawal Amount, when recalculated, will not include your Required Minimum Distribution for a calendar year, or any portion thereof, that may otherwise be taken after that calendar year’s end.

	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 Illustration 3, below.

Investment Advisory Fees. Withdrawals taken pursuant to a program established by the contract 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 Base on a pro-rata basis, and during the Withdrawal Phase, these withdrawals are treated as
any other withdrawal.

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

PRO.70600-08 L11

When the ING Joint LifePay 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 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 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 rider at the time this status begins. If both spouses
are active under the ING Joint LifePay rider, these payments will cease upon the death of the second spouse, at which
time both the ING Joint LifePay rider and the contract will terminate without further value. If only one spouse is
active under the ING Joint LifePay rider, the payments will cease upon the death of the active spouse, at which time
both the ING Joint LifePay 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
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 rider enters Lifetime Automatic
Periodic Benefit Status and will continue to be paid annually thereafter.

You may elect to receive systematic withdrawals pursuant to the terms of the contract. Under a systematic
withdrawal, either a fixed amount or an amount based upon a percentage of the contract value will be withdrawn
from your contract and paid to you on a scheduled basis, either monthly, quarterly, or annually. If, at the time the
ING Joint LifePay 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 Reset Option. Beginning one year after the Withdrawal Phase begins, you may choose to reset
the Maximum Annual Withdrawal, if 5% of the contract value would be greater than your current Maximum Annual
Withdrawal. You must elect to reset by a request in a form satisfactory to us. On the date the request is received (the
“Reset Effective Date”), the Maximum Annual Withdrawal will increase to be equal to 5% of the contract value on
the Reset Effective Date. The reset option is only available when the ING Joint LifePay rider is in Lifetime
Guaranteed Withdrawal Status. We reserve the right to limit resets to the contract anniversary.

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

If the reset option is exercised, the charge for the ING Joint LifePay rider will be equal to the charge then in effect for
a newly purchased rider but will not exceed the maximum annual charge of 1.50% . However, we guarantee that the
ING Joint LifePay rider charge will not increase for resets exercised within the first five contract years. See
Illustration 4, below.

       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 rider, as
described in this supplement), 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 Fund. We will require this allocation regardless of your investment
instructions to the contrary, as described further below.

       Accepted Funds. Currently the Accepted Funds are: the ING Franklin Templeton Founding Strategy Portfolio,
ING Liquid Assets Portfolio, ING Solution Income Portfolio, the ING Solution 2015 Portfolio, ING Solution 2025
Portfolio, ING Solution 2035 Portfolio, ING T. Rowe Price Capital Appreciation Portfolio, the ING WisdomTree^SM
Global High-Yielding Equity Index Portfolio, the 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.

PRO.70600-08 L12

     Fixed Allocation Funds. The ING American Funds Bond Portfolio, the ING Lehman Brothers U.S. Aggregate
Bond Index Portfolio and the ING VP Intermediate Bond Portfolio are designated as the Fixed Allocation Funds.
The ING VP Intermediate Bond Portfolio is the default Fixed Allocation Fund used in connection with Fixed
Allocation Funds Automatic Rebalancing. To the extent that we are imposing these asset allocation requirements, the
Fixed Allocation Funds will not be designated as a Special Fund for purposes of determing the MGIB Benefit Base.
If the rider is not continued under the spousal continuation right when available, the Fixed Allocation Fund will be
reclassified as a Special Fund as of the contract continuation date if it would otherwise be designated as a Special
Fund for the purposes of the contract’s death benefits.

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

      Fixed Allocation Funds Automatic Rebalancing. If the contract value in the Fixed Allocation Funds is less than
20% of the total contract value allocated to the Fixed Allocation Funds and Other Funds on any ING Joint LifePay
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 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.

PRO.70600-08 L13

Death of Owner. The death of the owner (in the case of joint owners, the first owner, or for custodial IRAs, the
annuitant) during Lifetime Guaranteed Withdrawal Status may cause the termination of the ING Joint LifePay 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 owner and annuitant, the ING Joint LifePay rider will remain in effect pursuant to its original terms and ING Joint LifePay coverage and charges will continue. As of the date the contract is continued, the Maximum Annual Withdrawal will be set to the greater of the existing Maximum Annual Withdrawal or 5% of the contract value on the date the contract is continued. Such a reset will not count as an exercise of the ING Joint LifePay Reset Option, and rider charges will not increase.

		If the surviving spouse elects not to continue the contract, ING Joint LifePay 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 rider terminates and ING Joint LifePay coverage and charges cease upon proof of death.

Change of Owner or Annuitant. Other than as a result of spousal continuation, you may not change the
annuitant. The ING Joint LifePay 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)	for nonqualified contracts, 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 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 rider are not subject to surrender charges, nor will these amounts be subject to any other
charges under the contract.

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

         ING LifePay and ING Joint LifePay Partial Withdrawal Amount Examples

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

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

Assume the Maximum Annual Withdrawal is $5,000.

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

PRO.70600-08 L14

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

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

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

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

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

Assume the Maximum Annual Withdrawal is $5,000.

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

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

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

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

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

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

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

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

PRO.70600-08 L15

Illustration 4: The Reset Option is utilized.

Assume the Maximum Annual Withdrawal is $5,000.

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

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

PRO.70600-08 L16

ING USA Annuity and Life Insurance Company
ING USA Annuity and Life Insurance Company is a stock company domiciled in Iowa.

PRO.70600-08

Statement of Additional Information

RETIREMENT SOLUTIONS — ING ROLLOVER CHOICE^SM

DEFERRED COMBINATION VARIABLE

AND FIXED ANNUITY CONTRACT

ISSUED BY

SEPARATE ACCOUNT B

ING USA ANNUITY AND LIFE INSURANCE COMPANY

This Statement of Additional Information is not a prospectus. The information contained herein should be read in
conjunction with the Prospectus for the ING USA Annuity and Life Insurance Company Deferred Variable
Annuity Contract, which is referred to herein. The Prospectus sets forth information that a prospective investor
ought to know before investing. For a copy of the Prospectus, send a written request to ING USA Annuity and
Life Insurance Company, Customer Service Center, P.O. Box 9271, Des Moines, IA 50306-9271 or telephone
1-800-366-0066.

DATE OF PROSPECTUS
AND
STATEMENT OF ADDITIONAL INFORMATION:

April 28, 2008


Table of Contents
Item		Page
Introduction Description of ING USA Annuity and Life Insurance Company Separate Account B Safekeeping of Assets Independent Registered Public Accounting Firm Distribution of Contracts IRA Partial Withdrawal Option Other Information Financial Statements of Separate Account B Financial Statements of ING USA Annuity and Life Insurance Company		1 1 1 1 1 1 3 3 4 4


SAI.70600-08			i

Introduction

This Statement of Additional Information provides background information regarding Separate Account B.

Description of ING USA Annuity and Life Insurance Company

ING USA Annuity and Life Insurance Company (“ING USA”) is an Iowa stock life insurance company, which
was originally incorporated in Minnesota on January 2, 1973. ING USA is a wholly owned subsidiary of Lion
Connecticut Holdings Inc. (“Lion Connecticut”), which in turn is a wholly owned subsidiary of ING Groep N.V.
(“ING”), a global financial services holding company based in The Netherlands. ING USA is authorized to sell
insurance and annuities in all states, except New York, and the District of Columbia. ING USA is authorized to
sell insurance and annuities in all states, except New York, and the District of Columbia. ING USA’s
consolidated financial statements appear in the Statement of Additional Information.

As of December 31, 2007, ING USA had approximately $3,119.0 million in stockholder’s equity and
approximately $81,276.2 billion in total assets, including approximately $44,477.8 billion of separate account
assets. ING USA is authorized to do business in all jurisdictions except New York. ING USA offers variable
insurance products. ReliaStar Life Insurance Company of New York (“RLNY”), an affiliate of ING USA, is
licensed to do variable annuity business in the state of New York.

Separate Account B

Separate Account B is a separate account established by the Company for the purpose of funding variable annuity
contracts issued by the Company. The separate account is registered with the Securities and Exchange
Commission (“SEC”) as a unit investment trust under the Investment Company act of 1940, as amended.
Purchase payments to accounts under the contract may be allocated to one or more of the subaccounts. Each
subaccount invests in the shares of only one of the funds offered under the contracts. We may make additions to,
deletions from or substitutions of available investment options as permitted by law and subject to the conditions
of the contract. The availability of the funds is subject to applicable regulatory authorization. Not all funds are
available in all jurisdictions or under all contracts.

Safekeeping of Assets

ING USA acts as its own custodian for Separate Account B.

Independent Registered Public Accounting Firm

Ernst & Young LLP, 55 Ivan Allen Jr. Boulevard, Suite 1000, Atlanta, GA 30308, an Independent Registered
Public Accounting Firm, performs annual audits of ING USA Annuity and Life Insurance Company and Separate
Account B.

Distribution of Contracts

The offering of contracts under the prospectus associated with this Statement of Additional Information is
continuous. Directed Services LLC, an affiliate of ING USA, acts as the principal underwriter (as defined in the
Securities Act of 1933 and the Investment Company Act of 1940, as amended) of the variable insurance products
(the “variable insurance products”) issued by ING USA. The contracts are distributed through registered
representatives of other broker-dealers who have entered into selling agreements with Directed Services LLC.
For the years ended 2007, 2006 and 2005 commissions paid by ING USA, including amounts paid by its affiliated
Company, RLNY, to Directed Services LLC aggregated $553.818,186, $429,206,095 and $378,135,000,
respectively. All commissions received by the distributor were passed through to the broker-dealers who sold the
contracts. Directed Services LLC is located at 1475 Dunwoody Drive, West Chester, Pennsylvania 19380-1478.


SAI.70600-08			1

Under a management services agreement, last amended in 1995, ING USA provides to Directed Services LLC
certain of its personnel to perform management, administrative and clerical services and the use of certain
facilities. ING USA charges Directed Services LLC for such expenses and all other general and administrative
costs, first on the basis of direct charges when identifiable, and the remainder allocated based on the estimated
amount of time spent by ING USA’s employees on behalf of Directed Services LLC. In the opinion of
management, this method of cost allocation is reasonable. This fee, calculated as a percentage of average assets in
the variable separate accounts, was $109,907,841, $70,763,649 and $42,969,000 for the years ended 2007, 2006
and 2005, respectively.

Published Ratings
From time to time, the rating of ING USA as an insurance company by A.M. Best may be referred to in
advertisements or in reports to contract owners. Each year the A.M. Best Company reviews the financial status of
thousands of insurers, culminating in the assignment of Best’s Ratings. These ratings reflect their current opinion
of the relative financial strength and operating performance of an insurance company in comparison to the norms
of the life/health insurance industry. Best’s ratings range from A+ + to F. An A++ and A+ ratings mean, in the
opinion of A.M. Best, that the insurer has demonstrated the strongest ability to meet its respective policyholder
and other contractual obligations.

Accumulation Unit Value
The calculation of the Accumulation Unit Value (“AUV”) is discussed in the prospectus for the Contracts under
Condensed Financial Information. Note that in your Contract, accumulation unit value is referred to as the Index
of Investment Experience. The following illustrations show a calculation of a new AUV and the purchase of
Units (using hypothetical examples). Note that the examples below are calculated for a Contract issued with the
death benefit option with the highest mortality and expense risk charge. The mortality and expense risk charge
associated with other death benefit options are lower than that used in the examples and would result in higher
AUV’s or contract values.



Illustration of Calculation of AUV
	Example 1.
	1.	AUV, beginning of period	$10.00
	2.	Value of securities, beginning of period	$10.00
	3.	Change in value of securities	$0.10
	4.	Gross investment return (3) divided by (2)	0.01
	5.	Less daily mortality and expense charge	0.00004280
	6.	Less asset based administrative charge	0.00000411
	7.	Net investment return (4) minus (5) minus (6)	0.009953092
	8.	Net investment factor (1.000000) plus (7)	1.009953092
	9.	AUV, end of period (1) multiplied by (8)	$10.09953092


SAI.70600-08			2


Illustration of Purchase of Units (Assuming no state premium tax)
	Example 2.

	1.	Initial premium payment	$ 1,000
	2.	AUV on effective date of purchase (see Example 1)	$ 10.00
	3.	Number of units purchased (1) divided by (2)	100
	4.	AUV for valuation date following purchase (see Example 1)	$10.09953092
	5.	Contract Value in account for valuation date following purchase (3) multiplied by (4)	$1,009.95
	5.		$1,009.95

IRA Partial Withdrawal Option

If the contract owner has an IRA contract and will attain age 70½ in the current calendar year, distributions will
be made in accordance with the requirements of Federal tax law. This option is available to assure that the
required minimum distributions from qualified plans under the Internal Revenue Code (the “Code”) are made.
Under the Code, distributions must begin no later than April 1st of the calendar year following the calendar year
in which the contract owner attains age 70½. If the required minimum distribution is not withdrawn, there may be
a penalty tax in an amount equal to 50% of the difference between the amount required to be withdrawn and the
amount actually withdrawn. Even if the IRA Partial Withdrawal Option is not elected, distributions must
nonetheless be made in accordance with the requirements of Federal tax law.

ING USA notifies the contract owner of these regulations with a letter mailed in the calendar year in which the
contract owner reaches age 70½ which explains the IRA Partial Withdrawal Option and supplies an election form.
If electing this option, the owner specifies whether the withdrawal amount will be based on a life expectancy
calculated on a single life basis (contract owner’s life only) or, if the contract owner is married, on a joint life
basis (contract owner’s and spouse’s lives combined). The contract owner selects the payment mode on a
monthly, quarterly or annual basis. If the payment mode selected on the election form is more frequent than
annually, the payments in the first calendar year in which the option is in effect will be based on the amount of
payment modes remaining when ING USA receives the completed election form. ING USA calculates the IRA
Partial Withdrawal amount each year based on the minimum distribution rules. We do this by dividing the
contract value by the life expectancy. In the first year withdrawals begin; we use the contract value as of the date
of the first payment. Thereafter, we use the contract value on December 31st of each year. The life expectancy is
recalculated each year. Certain minimum distribution rules govern payouts if the designated beneficiary is other
than the contract owner’s spouse and the beneficiary is more than ten years younger than the contract owner.

Other Information

Registration statements have been filed with the SEC under the Securities Act of 1933, as amended, with respect
to the contracts discussed in this Statement of Additional Information. Not all of the information set forth in the
registration statements, amendments and exhibits thereto has been included in this Statement of Additional
Information. Statements contained in this Statement of Additional Information concerning the content of the
contracts and other legal instruments are intended to be summaries. For a complete statement of the terms of
these documents, reference should be made to the instruments filed with the SEC.


SAI.70600-08			3

Financial Statements of Separate Account B

The audited financial statements of Separate Account B are listed below and are included in this Statement of
Additional Information:

              Report of Independent Registered Public Accounting Firm
              Audited Financial Statements of Separate Account B of ING USA Annuity and Life Insurance Company
                      Statements of Assets and Liabilities as of December 31, 2007
                      Statements of Operations for the year ended December 31, 2007
                      Statements of Changes in Net Assets for the years ended December 31, 2007 and 2006
              Notes to Financial Statements

Financial Statements of ING USA Annuity and Life Insurance Company

The audited financial statements of ING USA Annuity and Life Insurance Company are listed below and are
included in this Statement of Additional Information:

              Report of Independent Registered Public Accounting Firm
              Audited Financial Statements of ING USA Annuity and Life Insurance Company
                      Statements of Operations for the years ended December 31, 2007, 2006 and 2005
                      Balance Sheets as of December 31, 2006 and 2005
                      Statements of Changes in Shareholder’s Equity for the years ended December 31, 2007, 2006 and
                              2005
                      Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005
              Notes to Financial Statements


SAI.70600-08			4

FINANCIAL STATEMENTS
ING USA Annuity and Life Insurance Company
Separate Account B
Year ended December 31, 2007
with Report of Independent Registered Public Accounting Firm

This page intentionally left blank.

		ING USA ANNUITY AND LIFE INSURANCE COMPANY
		SEPARATE ACCOUNT B
		Financial Statements
		Year ended December 31, 2007

Contents

Report of Independent Registered Public Accounting Firm 1

Audited Financial Statements

Statements of Assets and Liabilities 4

Statements of Operations 42

Statements of Changes in Net Assets 85

Notes to Financial Statements 138

This page intentionally left blank.

Report of Independent Registered Public Accounting Firm

The Board of Directors and Participants
ING USA Annuity and Life Insurance Company

We have audited the accompanying statements of assets and liabilities of the Divisions constituting ING
USA Annuity and Life Insurance and Annuity Company Separate Account B (the “Account”) as of December 31,
2007, and the related statements of operations and changes in net assets for the periods disclosed in the
financial statements. These financial statements are the responsibility of the Account’s management. Our
responsibility is to express an opinion on these financial statements based on our audits. The Account is
comprised of the following Divisions:

AIM Variable Insurance Funds:
       AIM V.I. Leisure Fund - Series I Shares
Columbia Funds Variable Insurance Trust:
       Columbia Asset Allocation Fund, Variable Series - Class A
       Columbia Federal Securities Fund, Variable Series - Class A
       Columbia Large Cap Growth Fund, Variable Series - Class A
       Columbia Small Cap Value Fund, Variable Series - Class B
       Columbia Small Company Growth Fund, Variable Series -
              Class A
Fidelity® Variable Insurance Products:
       Fidelity® VIP Equity-Income Portfolio - Service Class 2
Fidelity® Variable Insurance Products II:
       Fidelity® VIP Contrafund® Portfolio - Service Class 2
Franklin Templeton Variable Insurance Products Trust:
       Franklin Small Cap Value Securities Fund - Class 2
       Mutual Shares Securities Fund - Class 2
ING GET Fund:
       ING GET Fund - Series Q
       ING GET Fund - Series R
       ING GET Fund - Series S
       ING GET Fund - Series T
       ING GET Fund - Series U
       ING GET Fund - Series V
ING Investors Trust:
       ING AllianceBernstein Mid Cap Growth Portfolio - Service Class
       ING AllianceBernstein Mid Cap Growth Portfolio - Service 2
              Class
       ING American Funds Growth Portfolio
       ING American Funds Growth-Income Portfolio
       ING American Funds International Portfolio
       ING BlackRock Large Cap Growth Portfolio - Institutional Class
       ING BlackRock Large Cap Growth Portfolio - Service Class
       ING BlackRock Large Cap Value Portfolio - Service Class
       ING BlackRock Large Cap Value Portfolio - Service 2 Class
       ING Capital Guardian Small/Mid Cap Portfolio - Service Class
       ING Capital Guardian Small/Mid Cap Portfolio - Service 2 Class
       ING Capital Guardian U.S. Equities Portfolio - Service Class
       ING Capital Guardian U.S. Equities Portfolio - Service 2 Class
       ING EquitiesPlus Portfolio - Service Class
       ING EquitiesPlus Portfolio - Service 2 Class
       ING Evergreen Health Sciences Portfolio - Service Class
       ING Evergreen Omega Portfolio - Service Class
       ING Evergreen Omega Portfolio - Service 2 Class
       ING FMR^SMDiversified Mid Cap Portfolio - Service Class

ING Investors Trust (continued):
       ING FMR^SMDiversified Mid Cap Portfolio - Service 2 Class
       ING FMR^SMLarge Cap Growth Portfolio - Service Class
       ING FMR^SMMid Cap Growth Portfolio - Service Class
       ING FMR^SMMid Cap Growth Portfolio - Service 2 Class
       ING Focus 5 Portfolio - Service Class
       ING Franklin Income Portfolio - Service Class
       ING Franklin Income Portfolio - Service 2 Class
       ING Franklin Mutual Shares Portfolio - Service Class
       ING Franklin Templeton Founding Strategy Portfolio - Service
              Class
       ING Global Real Estate Portfolio - Service Class
       ING Global Real Estate Portfolio - Service 2 Class
       ING Global Resources Portfolio - Service Class
       ING Global Resources Portfolio - Service 2 Class
       ING Global Technology Portfolio - Service Class
       ING Global Technology Portfolio - Service 2 Class
       ING International Growth Opportunities Portfolio - Service Class
       ING International Growth Opportunities Portfolio - Service 2
              Class
       ING Janus Contrarian Portfolio - Service Class
       ING Janus Contrarian Portfolio - Service 2 Class
       ING JPMorgan Emerging Markets Equity Portfolio - Adviser
              Class
       ING JPMorgan Emerging Markets Equity Portfolio - Service
              Class
       ING JPMorgan Small Cap Core Equity Portfolio - Service Class
       ING JPMorgan Small Cap Core Equity Portfolio - Service 2 Class
       ING JPMorgan Value Opportunities Portfolio - Service Class
       ING JPMorgan Value Opportunities Portfolio - Service 2 Class
       ING Julius Baer Foreign Portfolio - Service Class
       ING Julius Baer Foreign Portfolio - Service 2 Class
       ING Legg Mason Partners All Cap Portfolio - Service Class
       ING Legg Mason Partners All Cap Portfolio - Service 2 Class
       ING Legg Mason Value Portfolio - Service Class
       ING Legg Mason Value Portfolio - Service 2 Class
       ING LifeStyle Aggressive Growth Portfolio - Service Class
       ING LifeStyle Aggressive Growth Portfolio - Service 2 Class
       ING LifeStyle Growth Portfolio - Service Class
       ING LifeStyle Growth Portfolio - Service 2 Class
       ING LifeStyle Moderate Growth Portfolio - Service Class
       ING LifeStyle Moderate Growth Portfolio - Service 2 Class
       ING LifeStyle Moderate Portfolio - Service Class
       ING LifeStyle Moderate Portfolio - Service 2 Class

ING Investors Trust (continued):
       ING Limited Maturity Bond Portfolio - Service Class
       ING Liquid Assets Portfolio - Service Class
       ING Liquid Assets Portfolio - Service 2 Class
       ING Lord Abbett Affiliated Portfolio - Service Class
       ING Lord Abbett Affiliated Portfolio - Service 2 Class
       ING MarketPro Portfolio - Service Class
       ING MarketPro Portfolio - Service 2 Class
       ING MarketStyle Growth Portfolio - Service Class
       ING MarketStyle Growth Portfolio - Service 2 Class
       ING MarketStyle Moderate Growth Portfolio - Service Class
       ING MarketStyle Moderate Growth Portfolio - Service 2 Class
       ING Marsico Growth Portfolio - Service Class
       ING Marsico Growth Portfolio - Service 2 Class
       ING Marsico International Opportunities Portfolio - Service
              Class
       ING MFS Total Return Portfolio - Service Class
       ING MFS Total Return Portfolio - Service 2 Class
       ING MFS Utilities Portfolio - Service Class
       ING Oppenheimer Main Street Portfolio® - Service Class
       ING Oppenheimer Main Street Portfolio® - Service 2 Class
       ING PIMCO Core Bond Portfolio - Service Class
       ING PIMCO Core Bond Portfolio - Service 2 Class
       ING PIMCO High Yield Portfolio - Service Class
       ING Pioneer Fund Portfolio - Service Class
       ING Pioneer Mid Cap Value Portfolio - Service Class
       ING T. Rowe Price Capital Appreciation Portfolio - Service
              Class
       ING T. Rowe Price Capital Appreciation Portfolio - Service 2
              Class
       ING T. Rowe Price Equity Income Portfolio - Service Class
       ING T. Rowe Price Equity Income Portfolio - Service 2 Class
       ING Templeton Global Growth Portfolio - Service Class
       ING Templeton Global Growth Portfolio - Service 2 Class
       ING UBS U.S. Allocation Portfolio - Service Class
       ING UBS U.S. Allocation Portfolio - Service 2 Class
       ING Van Kampen Capital Growth Portfolio - Service Class
       ING Van Kampen Capital Growth Portfolio - Service 2 Class
       ING Van Kampen Global Franchise Portfolio - Service Class
       ING Van Kampen Global Franchise Portfolio - Service 2 Class
       ING Van Kampen Growth and Income Portfolio - Service Class
       ING Van Kampen Growth and Income Portfolio - Service 2 Class
       ING Van Kampen Real Estate Portfolio - Service Class
       ING Van Kampen Real Estate Portfolio - Service 2 Class
       ING VP Index Plus International Equity Portfolio - Service Class
       ING VP Index Plus International Equity Portfolio - Service 2
              Class
       ING Wells Fargo Disciplined Value Portfolio - Service Class
       ING Wells Fargo Disciplined Value Portfolio - Service 2 Class
       ING Wells Fargo Small Cap Disciplined Portfolio - Service Class
       ING Wells Fargo Small Cap Disciplined Portfolio - Service 2
              Class
ING Mutual Funds:
       ING Diversified International Fund - Class R
ING Partners, Inc.:
       ING American Century Large Company Value Portfolio - Service
              Class
       ING American Century Select Portfolio - Initial Class
       ING American Century Select Portfolio - Service Class
       ING American Century Small-Mid Cap Value Portfolio - Service
              Class

ING Partners, Inc. (continued):
       ING Columbia Small Cap Value II Portfolio - Service Class
       ING Davis New York Venture Portfolio - Service Class
       ING Fundamental Research Portfolio - Initial Class
       ING Fundamental Research Portfolio - Service Class
       ING Goldman Sachs® Capital Growth Portfolio - Service Class
       ING JPMorgan International Portfolio - Service Class
       ING JPMorgan Mid Cap Value Portfolio - Service Class
       ING Legg Mason Partners Aggressive Growth Portfolio - Service
              Class
       ING Neuberger Berman Partners Portfolio - Service Class
       ING Neuberger Berman Regency Portfolio - Service Class
       ING OpCap Balanced Value Portfolio - Service Class
       ING Oppenheimer Global Portfolio - Initial Class
       ING Oppenheimer Global Portfolio - Service Class
       ING Oppenheimer Strategic Income Portfolio - Service Class
       ING PIMCO Total Return Portfolio - Service Class
       ING Solution 2015 Portfolio - Service Class
       ING Solution 2025 Portfolio - Service Class
       ING Solution 2035 Portfolio - Service Class
       ING Solution 2045 Portfolio - Service Class
       ING Solution Income Portfolio - Service Class
       ING T. Rowe Price Diversified Mid Cap Growth Portfolio -
              Service Class
       ING T. Rowe Price Growth Equity Portfolio - Service Class
       ING Templeton Foreign Equity Portfolio - Service Class
       ING Thornburg Value Portfolio - Initial Class
       ING Thornburg Value Portfolio - Service Class
       ING UBS U.S. Large Cap Equity Portfolio - Service Class
       ING UBS U.S. Small Cap Growth Portfolio - Service Class
       ING Van Kampen Comstock Portfolio - Service Class
       ING Van Kampen Equity and Income Portfolio - Initial Class
       ING Van Kampen Equity and Income Portfolio - Service Class
ING Strategic Allocation Portfolios, Inc.:
       ING VP Strategic Allocation Conservative Portfolio - Class S
       ING VP Strategic Allocation Growth Portfolio - Class S
       ING VP Strategic Allocation Moderate Portfolio - Class S
ING Variable Funds:
       ING VP Growth and Income Portfolio - Class I
       ING VP Growth and Income Portfolio - Class S
ING Variable Insurance Trust:
       ING GET U.S. Core Portfolio - Series 1
       ING GET U.S. Core Portfolio - Series 2
       ING GET U.S. Core Portfolio - Series 3
       ING GET U.S. Core Portfolio - Series 4
       ING GET U.S. Core Portfolio - Series 5
       ING GET U.S. Core Portfolio - Series 6
       ING GET U.S. Core Portfolio - Series 7
       ING GET U.S. Core Portfolio - Series 8
       ING GET U.S. Core Portfolio - Series 9
       ING GET U.S. Core Portfolio - Series 10
       ING GET U.S. Core Portfolio - Series 11
       ING GET U.S. Core Portfolio - Series 12
       ING GET U.S. Core Portfolio - Series 13
       ING GET U.S. Core Portfolio - Series 14
       ING VP Global Equity Dividend Portfolio
ING Variable Portfolios, Inc.:
       ING VP Global Science and Technology Portfolio - Class S
       ING VP Growth Portfolio - Class S
       ING VP Index Plus LargeCap Portfolio - Class S

ING Variable Portfolios, Inc. (continued):
       ING VP Index Plus MidCap Portfolio - Class S
       ING VP Index Plus SmallCap Portfolio - Class S
       ING VP International Equity Portfolio - Class S
       ING VP Small Company Portfolio - Class S
       ING VP Value Opportunity Portfolio - Class S
ING Variable Products Trust:
       ING VP Financial Services Portfolio - Class S
       ING VP International Value Portfolio - Class S
       ING VP MidCap Opportunities Portfolio - Class S
       ING VP Real Estate Portfolio - Class S
       ING VP SmallCap Opportunities Portfolio - Class S
ING VP Balanced Portfolio, Inc.:
       ING VP Balanced Portfolio - Class S
ING VP Intermediate Bond Portfolio:
       ING VP Intermediate Bond Portfolio - Class S
Legg Mason Partners Variable Equity Trust:
       Legg Mason Partners Variable International All Cap Opportunity
              Portfolio
       Legg Mason Partners Variable Investors Portfolio
       Legg Mason Partners Variable Large Cap Value Portfolio
Legg Mason Partners Variable Income Trust:
       Legg Mason Partners Variable High Income Portfolio
       Legg Mason Partners Variable Money Market Portfolio

Oppenheimer Variable Account Funds:
       Oppenheimer Main Street Small Cap Fund®/VA - Service Class
PIMCO Variable Insurance Trust:
       PIMCO Real Return Portfolio - Administrative Class
Pioneer Variable Contracts Trust:
       Pioneer Equity Income VCT Portfolio - Class II
       Pioneer Small Cap Value VCT Portfolio - Class II
ProFunds:
       ProFund VP Bull
       ProFund VP Europe 30
       ProFund VP Rising Rates Opportunity
       ProFund VP Small-Cap
Wells Fargo Funds Trust:
       Wells Fargo Advantage Asset Allocation Fund
       Wells Fargo Advantage C&B Large Cap Value Fund
       Wells Fargo Advantage Equity Income Fund
       Wells Fargo Advantage Large Company Growth Fund
       Wells Fargo Advantage Money Market Fund
       Wells Fargo Advantage Small Cap Growth Fund
       Wells Fargo Advantage Total Return Bond Fund

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. We were not
engaged to perform an audit of the Account’s internal control over financial reporting. Our audits
include consideration of internal control over financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Account’s internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation. Our procedures
included confirmation of securities owned as of December 31, 2007, by correspondence with the transfer
agents. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the
financial position of each of the respective Divisions constituting ING USA Annuity and Life Insurance
Company Separate Account B at December 31, 2007, the results of their operations and changes in their
net assets for the periods disclosed in the financial statements, in conformity with U.S. generally accepted
accounting principles.

/s/ Ernst and Young LLP

Atlanta, Georgia
March 21, 2008

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2007
(Dollars in thousands)

			Columbia	Columbia
		Columbia Asset	Federal	Large Cap	Columbia Small
	AIM V.I.	Allocation	Securities	Growth Fund,	Cap Value
	Leisure Fund -	Fund, Variable	Fund, Variable	Variable Series	Fund, Variable
	Series I Shares	Series - Class A	Series - Class A	- Class A	Series - Class B
Assets
Investments in mutual funds
at fair value	$ 42,311	$ 668	$ 80	$ 484	$ 256,926
Total assets	42,311	668	80	484	256,926
Liabilities
Payable to related parties	6	-	-	-	37
Total liabilities	6	-	-	-	37
Net assets	$ 42,305	$ 668	$ 80	$ 484	$ 256,889
Net assets
Accumulation units	$ 42,305	$ 668	$ 80	$ 484	$ 256,889
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 42,305	$ 668	$ 80	$ 484	$ 256,889
Total number of mutual fund shares	3,339,440	43,814	7,598	15,431	14,265,714
Cost of mutual fund shares	$ 39,576	$ 565	$ 83	$ 370	$ 245,007

The accompanying notes are an integral part of these financial statements.

4

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2007
(Dollars in thousands)

	Columbia Small
	Company	Fidelity® VIP	Fidelity® VIP	Franklin Small
	Growth Fund,	Equity-Income	Contrafund®	Cap Value
	Variable Series	Portfolio -	Portfolio -	Securities Fund	ING GET Fund
	- Class A	Service Class 2	Service Class 2	- Class 2	- Series U
Assets
Investments in mutual funds
at fair value	$ 91	$ 373,427	$ 922,669	$ 8,548	$ 70,793
Total assets	91	373,427	922,669	8,548	70,793
Liabilities
Payable to related parties	-	40	82	-	17
Total liabilities	-	40	82	-	17
Net assets	$ 91	$ 373,387	$ 922,587	$ 8,548	$ 70,776
Net assets
Accumulation units	$ 91	$ 373,387	$ 922,587	$ 8,548	$ 70,776
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 91	$ 373,387	$ 922,587	$ 8,548	$ 70,776
Total number of mutual fund shares	6,247	15,843,314	33,600,460	499,894	7,065,149
Cost of mutual fund shares	$ 59	$ 385,837	$ 1,025,841	$ 9,177	$ 70,181

The accompanying notes are an integral part of these financial statements.

5

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2007
(Dollars in thousands)

		ING	ING
		AllianceBernstein	AllianceBernstein		ING American
		Mid Cap Growth	Mid Cap Growth	ING American	Funds Growth-
	ING GET Fund	Portfolio - Service	Portfolio - Service 2	Funds Growth	Income
	- Series V	Class	Class	Portfolio	Portfolio
Assets
Investments in mutual funds
at fair value	$ 95,748	$ 431,753	$ 18,870	$ 2,456,018	$ 1,595,165
Total assets	95,748	431,753	18,870	2,456,018	1,595,165
Liabilities
Payable to related parties	23	71	2	252	157
Total liabilities	23	71	2	252	157
Net assets	$ 95,725	$ 431,682	$ 18,868	$ 2,455,766	$ 1,595,008
Net assets
Accumulation units	$ 95,725	$ 431,682	$ 18,868	$ 2,455,766	$ 1,595,008
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 95,725	$ 431,682	$ 18,868	$ 2,455,766	$ 1,595,008
Total number of mutual fund shares	9,268,923	24,601,309	1,085,080	34,533,443	35,806,172
Cost of mutual fund shares	$ 92,494	$ 390,134	$ 18,265	$ 1,857,047	$ 1,347,120

The accompanying notes are an integral part of these financial statements.

6

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2007
(Dollars in thousands)


		ING BlackRock
		Large Cap	ING BlackRock		ING BlackRock
	ING American	Growth	Large Cap	ING BlackRock	Large Cap
	Funds	Portfolio -	Growth	Large Cap	Value Portfolio
	International	Institutional	Portfolio -	Value Portfolio	- Service 2
	Portfolio	Class	Service Class	- Service Class	Class
Assets
Investments in mutual funds
at fair value	$ 1,548,147	$ 244	$ 153,527	$ 57,559	$ 4,303
Total assets	1,548,147	244	153,527	57,559	4,303
Liabilities
Payable to related parties	147	-	20	7	-
Total liabilities	147	-	20	7	-
Net assets	$ 1,548,000	$ 244	$ 153,507	$ 57,552	$ 4,303
Net assets
Accumulation units	$ 1,548,000	$ 244	$ 153,507	$ 57,552	$ 4,303
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 1,548,000	$ 244	$ 153,507	$ 57,552	$ 4,303
Total number of mutual fund shares	58,954,580	19,726	12,451,490	4,105,474	308,698
Cost of mutual fund shares	$ 1,125,424	$ 248	$ 138,997	$ 54,016	$ 3,819

The accompanying notes are an integral part of these financial statements.

7

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2007
(Dollars in thousands)

	ING Capital	ING Capital
	Guardian U.S.	Guardian U.S.	ING	ING	ING Evergreen
	Equities	Equities	EquitiesPlus	EquitiesPlus	Health Sciences
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service 2 Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 465,502	$ 8,502	$ 102,423	$ 33	$ 205,661
Total assets	465,502	8,502	102,423	33	205,661
Liabilities
Payable to related parties	66	1	21	-	26
Total liabilities	66	1	21	-	26
Net assets	$ 465,436	$ 8,501	$ 102,402	$ 33	$ 205,635
Net assets
Accumulation units	$ 465,436	$ 8,501	$ 102,402	$ 33	$ 205,635
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 465,436	$ 8,501	$ 102,402	$ 33	$ 205,635
Total number of mutual fund shares	41,158,415	753,705	10,031,588	3,248	16,168,335
Cost of mutual fund shares	$ 409,454	$ 8,288	$ 101,111	$ 32	$ 179,964

The accompanying notes are an integral part of these financial statements.

8

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2007
(Dollars in thousands)

					ING FMR^SM
	ING Evergreen	ING Evergreen	ING FMR^SM	ING FMR^SM	Large Cap
	Omega	Omega	Diversified Mid	Diversified Mid	Growth
	Portfolio -	Portfolio -	Cap Portfolio -	Cap Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service 2 Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 8,528	$ 1,301	$ 1,062,157	$ 47,077	$ 160,666
Total assets	8,528	1,301	1,062,157	47,077	160,666
Liabilities
Payable to related parties	1	-	161	5	23
Total liabilities	1	-	161	5	23
Net assets	$ 8,527	$ 1,301	$ 1,061,996	$ 47,072	$ 160,643
Net assets
Accumulation units	$ 8,527	$ 1,301	$ 1,061,991	$ 47,072	$ 160,643
Contracts in payout (annuitization)	-	-	5	-	-
Total net assets	$ 8,527	$ 1,301	$ 1,061,996	$ 47,072	$ 160,643
Total number of mutual fund shares	666,270	102,154	69,695,358	3,105,355	14,306,897
Cost of mutual fund shares	$ 7,597	$ 1,103	$ 952,453	$ 41,023	$ 155,558

The accompanying notes are an integral part of these financial statements.

9

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2007
(Dollars in thousands)

	ING FMR^SM	ING FMR^SM
	Mid Cap	Mid Cap		ING Franklin	ING Franklin
	Growth	Growth	ING Focus 5	Income	Income
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service Class	Service 2 Class
Assets
Investments in mutual funds
at fair value	$ 377,647	$ 17,921	$ 99,547	$ 342,106	$ 9,020
Total assets	377,647	17,921	99,547	342,106	9,020
Liabilities
Payable to related parties	86	2	6	30	-
Total liabilities	86	2	6	30	-
Net assets	$ 377,561	$ 17,919	$ 99,541	$ 342,076	$ 9,020
Net assets
Accumulation units	$ 377,537	$ 17,919	$ 99,541	$ 342,076	$ 9,020
Contracts in payout (annuitization)	24	-	-	-	-
Total net assets	$ 377,561	$ 17,919	$ 99,541	$ 342,076	$ 9,020
Total number of mutual fund shares	29,759,421	1,423,452	9,562,673	30,572,451	807,523
Cost of mutual fund shares	$ 263,881	$ 15,557	$ 101,857	$ 338,670	$ 9,034

The accompanying notes are an integral part of these financial statements.

10

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2007
(Dollars in thousands)

		ING Franklin
		Templeton
	ING Franklin	Founding	ING Global	ING Global	ING Global
	Mutual Shares	Strategy	Real Estate	Real Estate	Resources
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Service Class	Service 2 Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 199,501	$ 520,622	$ 145,410	$ 2,736	$ 828,140
Total assets	199,501	520,622	145,410	2,736	828,140
Liabilities
Payable to related parties	16	32	15	-	93
Total liabilities	16	32	15	-	93
Net assets	$ 199,485	$ 520,590	$ 145,395	$ 2,736	$ 828,047
Net assets
Accumulation units	$ 199,485	$ 520,590	$ 145,395	$ 2,736	$ 828,013
Contracts in payout (annuitization)	-	-	-	-	34
Total net assets	$ 199,485	$ 520,590	$ 145,395	$ 2,736	$ 828,047
Total number of mutual fund shares	20,652,314	53,672,396	12,047,251	225,761	31,620,449
Cost of mutual fund shares	$ 199,956	$ 531,247	$ 161,516	$ 3,047	$ 672,171

The accompanying notes are an integral part of these financial statements.

11

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2007
(Dollars in thousands)

				ING	ING
				International	International
	ING Global	ING Global	ING Global	Growth	Growth
	Resources	Technology	Technology	Opportunities	Opportunities
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service 2 Class	Service Class	Service 2 Class
Assets
Investments in mutual funds
at fair value	$ 41,173	$ 129,572	$ 7,297	$ 142,402	$ 10,824
Total assets	41,173	129,572	7,297	142,402	10,824
Liabilities
Payable to related parties	4	15	1	24	1
Total liabilities	4	15	1	24	1
Net assets	$ 41,169	$ 129,557	$ 7,296	$ 142,378	$ 10,823
Net assets
Accumulation units	$ 41,169	$ 129,557	$ 7,296	$ 142,378	$ 10,823
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 41,169	$ 129,557	$ 7,296	$ 142,378	$ 10,823
Total number of mutual fund shares	1,582,975	16,893,412	958,853	13,745,357	1,049,824
Cost of mutual fund shares	$ 30,786	$ 123,690	$ 6,772	$ 130,048	$ 9,885

The accompanying notes are an integral part of these financial statements.

12

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2007
(Dollars in thousands)

			ING JPMorgan	ING JPMorgan
	ING Janus	ING Janus	Emerging	Emerging	ING JPMorgan
	Contrarian	Contrarian	Markets Equity	Markets Equity	Small Cap Core
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Equity Portfolio
	Service Class	Service 2 Class	Adviser Class	Service Class	- Service Class
Assets
Investments in mutual funds
at fair value	$ 784,716	$ 39,417	$ 47,817	$ 867,448	$ 236,412
Total assets	784,716	39,417	47,817	867,448	236,412
Liabilities
Payable to related parties	101	4	4	98	25
Total liabilities	101	4	4	98	25
Net assets	$ 784,615	$ 39,413	$ 47,813	$ 867,350	$ 236,387
Net assets
Accumulation units	$ 784,615	$ 39,413	$ 47,813	$ 867,335	$ 236,387
Contracts in payout (annuitization)	-	-	-	15	-
Total net assets	$ 784,615	$ 39,413	$ 47,813	$ 867,350	$ 236,387
Total number of mutual fund shares	44,334,234	2,242,174	1,798,969	32,391,619	17,815,551
Cost of mutual fund shares	$ 717,553	$ 36,823	$ 25,933	$ 563,021	$ 236,034

The accompanying notes are an integral part of these financial statements.

13

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2007
(Dollars in thousands)

	ING JPMorgan	ING JPMorgan	ING JPMorgan
	Small Cap Core	Value	Value	ING Julius	ING Julius
	Equity	Opportunities	Opportunities	Baer Foreign	Baer Foreign
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service 2 Class	Service Class	Service 2 Class
Assets
Investments in mutual funds
at fair value	$ 50,964	$ 41,474	$ 1,674	$ 908,481	$ 74,254
Total assets	50,964	41,474	1,674	908,481	74,254
Liabilities
Payable to related parties	5	4	-	88	7
Total liabilities	5	4	-	88	7
Net assets	$ 50,959	$ 41,470	$ 1,674	$ 908,393	$ 74,247
Net assets
Accumulation units	$ 50,959	$ 41,470	$ 1,674	$ 908,393	$ 74,247
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 50,959	$ 41,470	$ 1,674	$ 908,393	$ 74,247
Total number of mutual fund shares	3,872,661	3,529,675	143,440	49,400,827	4,053,186
Cost of mutual fund shares	$ 47,595	$ 43,905	$ 1,706	$ 725,336	$ 54,140

The accompanying notes are an integral part of these financial statements.

14

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2007
(Dollars in thousands)

			ING LifeStyle	ING LifeStyle
	ING Legg	ING Legg	Aggressive	Aggressive	ING LifeStyle
	Mason Value	Mason Value	Growth	Growth	Growth
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service 2 Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 352,742	$ 25,417	$ 1,326,112	$ 4,329	$ 3,874,407
Total assets	352,742	25,417	1,326,112	4,329	3,874,407
Liabilities
Payable to related parties	45	3	216	1	-
Total liabilities	45	3	216	1	-
Net assets	$ 352,697	$ 25,414	$ 1,325,896	$ 4,328	$ 3,874,407
Net assets
Accumulation units	$ 352,697	$ 25,414	$ 1,325,896	$ 4,328	$ 3,874,407
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 352,697	$ 25,414	$ 1,325,896	$ 4,328	$ 3,874,407
Total number of mutual fund shares	33,722,969	2,443,956	94,993,661	310,742	286,568,532
Cost of mutual fund shares	$ 310,921	$ 24,015	$ 1,169,584	$ 4,325	$ 3,527,603

The accompanying notes are an integral part of these financial statements.

15

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2007
(Dollars in thousands)

		ING LifeStyle	ING LifeStyle
	ING LifeStyle	Moderate	Moderate	ING LifeStyle	ING LifeStyle
	Growth	Growth	Growth	Moderate	Moderate
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service 2 Class	Service Class	Service 2 Class
Assets
Investments in mutual funds
at fair value	$ 12,287	$ 2,954,262	$ 16,309	$ 1,290,741	$ 13,610
Total assets	12,287	2,954,262	16,309	1,290,741	13,610
Liabilities
Payable to related parties	1	307	1	127	1
Total liabilities	1	307	1	127	1
Net assets	$ 12,286	$ 2,953,955	$ 16,308	$ 1,290,614	$ 13,609
Net assets
Accumulation units	$ 12,286	$ 2,953,955	$ 16,308	$ 1,290,614	$ 13,609
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 12,286	$ 2,953,955	$ 16,308	$ 1,290,614	$ 13,609
Total number of mutual fund shares	911,504	228,304,621	1,263,299	102,765,974	1,087,048
Cost of mutual fund shares	$ 12,030	$ 2,689,395	$ 16,255	$ 1,202,933	$ 13,354

The accompanying notes are an integral part of these financial statements.

16

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2007
(Dollars in thousands)

				ING Lord	ING Lord
	ING Limited		ING Liquid	Abbett	Abbett
	Maturity Bond	ING Liquid	Assets Portfolio	Affiliated	Affiliated
	Portfolio -	Assets Portfolio	- Service 2	Portfolio -	Portfolio -
	Service Class	- Service Class	Class	Service Class	Service 2 Class
Assets
Investments in mutual funds
at fair value	$ 176,497	$ 1,050,129	$ 24,215	$ 122,023	$ 3,428
Total assets	176,497	1,050,129	24,215	122,023	3,428
Liabilities
Payable to related parties	31	111	2	17	-
Total liabilities	31	111	2	17	-
Net assets	$ 176,466	$ 1,050,018	$ 24,213	$ 122,006	$ 3,428
Net assets
Accumulation units	$ 176,438	$ 1,050,012	$ 24,213	$ 122,006	$ 3,428
Contracts in payout (annuitization)	28	6	-	-	-
Total net assets	$ 176,466	$ 1,050,018	$ 24,213	$ 122,006	$ 3,428
Total number of mutual fund shares	15,872,020	1,050,129,420	24,215,149	9,623,272	271,872
Cost of mutual fund shares	$ 180,330	$ 1,050,129	$ 24,215	$ 100,191	$ 3,159

The accompanying notes are an integral part of these financial statements.

17

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2007
(Dollars in thousands)

			ING Marsico
	ING Marsico	ING Marsico	International	ING MFS Total	ING MFS Total
	Growth	Growth	Opportunities	Return	Return
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service Class	Service 2 Class
Assets
Investments in mutual funds
at fair value	$ 758,343	$ 26,448	$ 294,987	$ 1,114,949	$ 49,371
Total assets	758,343	26,448	294,987	1,114,949	49,371
Liabilities
Payable to related parties	149	2	31	168	5
Total liabilities	149	2	31	168	5
Net assets	$ 758,194	$ 26,446	$ 294,956	$ 1,114,781	$ 49,366
Net assets
Accumulation units	$ 758,194	$ 26,446	$ 294,956	$ 1,114,781	$ 49,366
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 758,194	$ 26,446	$ 294,956	$ 1,114,781	$ 49,366
Total number of mutual fund shares	40,060,391	1,407,563	17,301,288	61,160,133	2,730,690
Cost of mutual fund shares	$ 467,493	$ 20,017	$ 246,454	$ 1,024,426	$ 49,347

The accompanying notes are an integral part of these financial statements.

18

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2007
(Dollars in thousands)

		ING	ING
	ING MFS	Oppenheimer	Oppenheimer	ING PIMCO	ING PIMCO
	Utilities	Main Street	Main Street	Core Bond	Core Bond
	Portfolio -	Portfolio® -	Portfolio® -	Portfolio -	Portfolio -
	Service Class	Service Class	Service 2 Class	Service Class	Service 2 Class
Assets
Investments in mutual funds
at fair value	$ 499,767	$ 379,380	$ 4,861	$ 963,420	$ 47,663
Total assets	499,767	379,380	4,861	963,420	47,663
Liabilities
Payable to related parties	63	76	-	91	4
Total liabilities	63	76	-	91	4
Net assets	$ 499,704	$ 379,304	$ 4,861	$ 963,329	$ 47,659
Net assets
Accumulation units	$ 499,704	$ 379,304	$ 4,861	$ 963,329	$ 47,659
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 499,704	$ 379,304	$ 4,861	$ 963,329	$ 47,659
Total number of mutual fund shares	28,013,873	18,524,425	238,649	83,994,806	4,177,270
Cost of mutual fund shares	$ 407,599	$ 244,810	$ 3,883	$ 914,857	$ 45,291

The accompanying notes are an integral part of these financial statements.

19

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2007
(Dollars in thousands)

				ING T. Rowe	ING T. Rowe
	ING PIMCO		ING Pioneer	Price Capital	Price Capital
	High Yield	ING Pioneer	Mid Cap Value	Appreciation	Appreciation
	Portfolio -	Fund Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Service Class	Service Class	Service 2 Class
Assets
Investments in mutual funds
at fair value	$ 575,031	$ 89,782	$ 648,963	$ 2,707,224	$ 111,821
Total assets	575,031	89,782	648,963	2,707,224	111,821
Liabilities
Payable to related parties	524	10	78	350	10
Total liabilities	524	10	78	350	10
Net assets	$ 574,507	$ 89,772	$ 648,885	$ 2,706,874	$ 111,811
Net assets
Accumulation units	$ 574,507	$ 89,772	$ 648,885	$ 2,706,397	$ 111,811
Contracts in payout (annuitization)	-	-	-	477	-
Total net assets	$ 574,507	$ 89,772	$ 648,885	$ 2,706,874	$ 111,811
Total number of mutual fund shares	58,142,683	6,843,168	52,675,563	109,648,614	4,556,691
Cost of mutual fund shares	$ 594,412	$ 77,777	$ 582,065	$ 2,349,567	$ 108,750

The accompanying notes are an integral part of these financial statements.

20

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2007
(Dollars in thousands)

	ING T. Rowe	ING T. Rowe
	Price Equity	Price Equity	ING Templeton	ING Templeton	ING UBS U.S.
	Income	Income	Global Growth	Global Growth	Allocation
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service 2 Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 945,632	$ 34,718	$ 448,129	$ 8,170	$ 84,491
Total assets	945,632	34,718	448,129	8,170	84,491
Liabilities
Payable to related parties	128	4	57	1	12
Total liabilities	128	4	57	1	12
Net assets	$ 945,504	$ 34,714	$ 448,072	$ 8,169	$ 84,479
Net assets
Accumulation units	$ 945,196	$ 34,714	$ 448,007	$ 8,169	$ 84,479
Contracts in payout (annuitization)	308	-	65	-	-
Total net assets	$ 945,504	$ 34,714	$ 448,072	$ 8,169	$ 84,479
Total number of mutual fund shares	62,130,859	2,296,135	31,141,711	571,696	8,332,447
Cost of mutual fund shares	$ 761,291	$ 30,748	$ 343,534	$ 7,202	$ 75,664

The accompanying notes are an integral part of these financial statements.

21

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2007
(Dollars in thousands)

		ING Van	ING Van	ING Van	ING Van
	ING UBS U.S.	Kampen	Kampen	Kampen Global	Kampen Global
	Allocation	Capital Growth	Capital Growth	Franchise	Franchise
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service 2 Class	Service Class	Service 2 Class
Assets
Investments in mutual funds
at fair value	$ 4,575	$ 54,241	$ 14,457	$ 339,669	$ 86,803
Total assets	4,575	54,241	14,457	339,669	86,803
Liabilities
Payable to related parties	1	8	2	38	9
Total liabilities	1	8	2	38	9
Net assets	$ 4,574	$ 54,233	$ 14,455	$ 339,631	$ 86,794
Net assets
Accumulation units	$ 4,574	$ 54,233	$ 14,455	$ 339,631	$ 86,794
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 4,574	$ 54,233	$ 14,455	$ 339,631	$ 86,794
Total number of mutual fund shares	453,400	3,893,849	1,044,566	20,015,872	5,145,378
Cost of mutual fund shares	$ 4,331	$ 43,850	$ 10,877	$ 285,176	$ 65,140

The accompanying notes are an integral part of these financial statements.

22

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2007
(Dollars in thousands)

	ING Van	ING Van
	Kampen	Kampen		ING Van	ING VP Index
	Growth and	Growth and	ING Van	Kampen Real	Plus
	Income	Income	Kampen Real	Estate Portfolio	International
	Portfolio -	Portfolio -	Estate Portfolio	- Service 2	Equity Portfolio
	Service Class	Service 2 Class	- Service Class	Class	- Service Class
Assets
Investments in mutual funds
at fair value	$ 739,325	$ 77,102	$ 578,927	$ 30,572	$ 41,033
Total assets	739,325	77,102	578,927	30,572	41,033
Liabilities
Payable to related parties	120	7	93	3	4
Total liabilities	120	7	93	3	4
Net assets	$ 739,205	$ 77,095	$ 578,834	$ 30,569	$ 41,029
Net assets
Accumulation units	$ 739,141	$ 77,095	$ 578,758	$ 30,569	$ 41,029
Contracts in payout (annuitization)	64	-	76	-	-
Total net assets	$ 739,205	$ 77,095	$ 578,834	$ 30,569	$ 41,029
Total number of mutual fund shares	27,545,649	2,888,792	20,377,576	1,081,062	2,905,990
Cost of mutual fund shares	$ 646,440	$ 70,375	$ 598,743	$ 31,066	$ 39,582

The accompanying notes are an integral part of these financial statements.

23

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2007
(Dollars in thousands)

	ING VP Index		ING Wells
	Plus	ING Wells	Fargo	ING Wells	ING Wells
	International	Fargo	Disciplined	Fargo Small	Fargo Small
	Equity Portfolio	Disciplined	Value Portfolio	Cap Disciplined	Cap Disciplined
	- Service 2	Value Portfolio	- Service 2	Portfolio -	Portfolio -
	Class	- Service Class	Class	Service Class	Service 2 Class
Assets
Investments in mutual funds
at fair value	$ 800	$ 207,971	$ 4,132	$ 14,312	$ 641
Total assets	800	207,971	4,132	14,312	641
Liabilities
Payable to related parties	-	45	-	2	-
Total liabilities	-	45	-	2	-
Net assets	$ 800	$ 207,926	$ 4,132	$ 14,310	$ 641
Net assets
Accumulation units	$ 800	$ 207,823	$ 4,132	$ 14,310	$ 641
Contracts in payout (annuitization)	-	103	-	-	-
Total net assets	$ 800	$ 207,926	$ 4,132	$ 14,310	$ 641
Total number of mutual fund shares	56,552	12,284,175	245,517	1,304,694	58,633
Cost of mutual fund shares	$ 753	$ 140,607	$ 3,509	$ 14,959	$ 665

The accompanying notes are an integral part of these financial statements.

24

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2007
(Dollars in thousands)

		ING American	ING American	ING Baron	ING Columbia
		Century Large	Century Small-	Small Cap	Small Cap
	ING Diversified	Company Value	Mid Cap Value	Growth	Value II
	International	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Fund - Class R	Service Class	Service Class	Service Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 398	$ 527	$ 519	$ 240,630	$ 144,110
Total assets	398	527	519	240,630	144,110
Liabilities
Payable to related parties	-	-	-	-	12
Total liabilities	-	-	-	-	12
Net assets	$ 398	$ 527	$ 519	$ 240,630	$ 144,098
Net assets
Accumulation units	$ 398	$ 527	$ 519	$ 240,630	$ 144,098
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 398	$ 527	$ 519	$ 240,630	$ 144,098
Total number of mutual fund shares	29,588	36,404	45,529	12,371,745	13,803,650
Cost of mutual fund shares	$ 378	$ 535	$ 575	$ 225,443	$ 142,343

The accompanying notes are an integral part of these financial statements.

25

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2007
(Dollars in thousands)

				ING Legg
				Mason Partners	ING Neuberger
	ING Davis New	ING JPMorgan	ING JPMorgan	Aggressive	Berman
	York Venture	International	Mid Cap Value	Growth	Partners
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Service Class	Service Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 182,886	$ 179,394	$ 23,167	$ 152,220	$ 148,908
Total assets	182,886	179,394	23,167	152,220	148,908
Liabilities
Payable to related parties	14	18	2	21	25
Total liabilities	14	18	2	21	25
Net assets	$ 182,872	$ 179,376	$ 23,165	$ 152,199	$ 148,883
Net assets
Accumulation units	$ 182,872	$ 179,376	$ 23,165	$ 152,199	$ 148,883
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 182,872	$ 179,376	$ 23,165	$ 152,199	$ 148,883
Total number of mutual fund shares	8,969,414	10,245,258	1,478,455	3,199,236	13,236,273
Cost of mutual fund shares	$ 177,212	$ 155,414	$ 20,995	$ 128,644	$ 144,998

The accompanying notes are an integral part of these financial statements.

26

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2007
(Dollars in thousands)

					ING
	ING Neuberger				Oppenheimer
	Berman	ING OpCap	ING	ING	Strategic
	Regency	Balanced Value	Oppenheimer	Oppenheimer	Income
	Portfolio -	Portfolio -	Global Portfolio	Global Portfolio	Portfolio -
	Service Class	Service Class	- Initial Class	- Service Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 12,883	$ 624	$ 14,308	$ 160,051	$ 10,045
Total assets	12,883	624	14,308	160,051	10,045
Liabilities
Payable to related parties	1	-	1	15	-
Total liabilities	1	-	1	15	-
Net assets	$ 12,882	$ 624	$ 14,307	$ 160,036	$ 10,045
Net assets
Accumulation units	$ 12,882	$ 624	$ 14,307	$ 160,036	$ 10,045
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 12,882	$ 624	$ 14,307	$ 160,036	$ 10,045
Total number of mutual fund shares	1,192,909	49,218	848,156	9,723,632	896,095
Cost of mutual fund shares	$ 13,620	$ 679	$ 10,580	$ 150,422	$ 9,575

The accompanying notes are an integral part of these financial statements.

27

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2007
(Dollars in thousands)

	ING PIMCO
	Total Return	ING Solution	ING Solution	ING Solution	ING Solution
	Portfolio -	2015 Portfolio -	2025 Portfolio -	2035 Portfolio -	2045 Portfolio -
	Service Class	Service Class	Service Class	Service Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 4,744	$ 9,290	$ 6,508	$ 7,753	$ 1,135
Total assets	4,744	9,290	6,508	7,753	1,135
Liabilities
Payable to related parties	-	-	-	-	-
Total liabilities	-	-	-	-	-
Net assets	$ 4,744	$ 9,290	$ 6,508	$ 7,753	$ 1,135
Net assets
Accumulation units	$ 4,744	$ 9,290	$ 6,508	$ 7,753	$ 1,135
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 4,744	$ 9,290	$ 6,508	$ 7,753	$ 1,135
Total number of mutual fund shares	404,075	751,603	507,678	583,370	82,530
Cost of mutual fund shares	$ 4,481	$ 9,095	$ 6,383	$ 7,722	$ 1,127

The accompanying notes are an integral part of these financial statements.

28

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2007
(Dollars in thousands)

		ING T. Rowe
		Price
	ING Solution	Diversified Mid	ING T. Rowe	ING Templeton
	Income	Cap Growth	Price Growth	Foreign Equity	ING Thornburg
	Portfolio -	Portfolio -	Equity Portfolio	Portfolio -	Value Portfolio
	Service Class	Service Class	- Service Class	Service Class	- Initial Class
Assets
Investments in mutual funds
at fair value	$ 4,657	$ 3,215	$ 35,825	$ 110,588	$ 2,633
Total assets	4,657	3,215	35,825	110,588	2,633
Liabilities
Payable to related parties	-	-	2	9	-
Total liabilities	-	-	2	9	-
Net assets	$ 4,657	$ 3,215	$ 35,823	$ 110,579	$ 2,633
Net assets
Accumulation units	$ 4,657	$ 3,215	$ 35,823	$ 110,579	$ 2,633
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 4,657	$ 3,215	$ 35,823	$ 110,579	$ 2,633
Total number of mutual fund shares	400,440	343,133	583,937	8,113,600	77,454
Cost of mutual fund shares	$ 4,556	$ 3,121	$ 36,096	$ 108,430	$ 1,947

The accompanying notes are an integral part of these financial statements.

29

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2007
(Dollars in thousands)

			ING UBS U.S.	ING Van	ING Van
		ING UBS U.S.	Small Cap	Kampen	Kampen Equity
	ING Thornburg	Large Cap	Growth	Comstock	and Income
	Value Portfolio	Equity Portfolio	Portfolio -	Portfolio -	Portfolio -
	- Service Class	- Service Class	Service Class	Service Class	Initial Class
Assets
Investments in mutual funds
at fair value	$ 13,461	$ 14,104	$ 2,556	$ 222,006	$ 3,549
Total assets	13,461	14,104	2,556	222,006	3,549
Liabilities
Payable to related parties	1	-	-	22	7
Total liabilities	1	-	-	22	7
Net assets	$ 13,460	$ 14,104	$ 2,556	$ 221,984	$ 3,542
Net assets
Accumulation units	$ 13,460	$ 14,104	$ 2,556	$ 221,984	$ 3,542
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 13,460	$ 14,104	$ 2,556	$ 221,984	$ 3,542
Total number of mutual fund shares	398,841	1,345,809	267,060	17,774,681	93,998
Cost of mutual fund shares	$ 13,030	$ 13,800	$ 2,738	$ 212,493	$ 3,152

The accompanying notes are an integral part of these financial statements.

30

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2007
(Dollars in thousands)

		ING VP	ING VP	ING VP
	ING Van	Strategic	Strategic	Strategic	ING VP
	Kampen Equity	Allocation	Allocation	Allocation	Growth and
	and Income	Conservative	Growth	Moderate	Income
	Portfolio -	Portfolio - Class	Portfolio - Class	Portfolio - Class	Portfolio - Class
	Service Class	S	S	S	I
Assets
Investments in mutual funds
at fair value	$ 102,113	$ 1,445	$ 455	$ 862	$ 150
Total assets	102,113	1,445	455	862	150
Liabilities
Payable to related parties	-	-	-	-	-
Total liabilities	-	-	-	-	-
Net assets	$ 102,113	$ 1,445	$ 455	$ 862	$ 150
Net assets
Accumulation units	$ 102,113	$ 1,445	$ 455	$ 862	$ 150
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 102,113	$ 1,445	$ 455	$ 862	$ 150
Total number of mutual fund shares	2,723,011	107,521	27,584	57,066	6,060
Cost of mutual fund shares	$ 101,148	$ 1,414	$ 451	$ 837	$ 150

The accompanying notes are an integral part of these financial statements.

31

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2007
(Dollars in thousands)

	ING VP
	Growth and
	Income	ING GET U.S.	ING GET U.S.	ING GET U.S.	ING GET U.S.
	Portfolio - Class	Core Portfolio -	Core Portfolio -	Core Portfolio -	Core Portfolio -
	S	Series 1	Series 2	Series 3	Series 4
Assets
Investments in mutual funds
at fair value	$ 7,420	$ 73,463	$ 51,534	$ 49,389	$ 35,867
Total assets	7,420	73,463	51,534	49,389	35,867
Liabilities
Payable to related parties	-	11	4	9	7
Total liabilities	-	11	4	9	7
Net assets	$ 7,420	$ 73,452	$ 51,530	$ 49,380	$ 35,860
Net assets
Accumulation units	$ 7,420	$ 73,452	$ 51,530	$ 49,380	$ 35,860
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 7,420	$ 73,452	$ 51,530	$ 49,380	$ 35,860
Total number of mutual fund shares	301,267	7,091,017	4,979,138	4,668,140	3,393,311
Cost of mutual fund shares	$ 6,835	$ 70,954	$ 49,744	$ 46,727	$ 34,159

The accompanying notes are an integral part of these financial statements.

32

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2007
(Dollars in thousands)

	ING GET U.S.	ING GET U.S.	ING GET U.S.	ING GET U.S.	ING GET U.S.
	Core Portfolio -	Core Portfolio -	Core Portfolio -	Core Portfolio -	Core Portfolio -
	Series 5	Series 6	Series 7	Series 8	Series 9
Assets
Investments in mutual funds
at fair value	$ 23,313	$ 24,950	$ 16,213	$ 9,957	$ 7,522
Total assets	23,313	24,950	16,213	9,957	7,522
Liabilities
Payable to related parties	3	3	3	2	1
Total liabilities	3	3	3	2	1
Net assets	$ 23,310	$ 24,947	$ 16,210	$ 9,955	$ 7,521
Net assets
Accumulation units	$ 23,310	$ 24,947	$ 16,210	$ 9,955	$ 7,521
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 23,310	$ 24,947	$ 16,210	$ 9,955	$ 7,521
Total number of mutual fund shares	2,201,384	2,353,757	1,509,614	927,106	695,858
Cost of mutual fund shares	$ 22,273	$ 23,795	$ 15,258	$ 9,398	$ 7,051

The accompanying notes are an integral part of these financial statements.

33

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2007
(Dollars in thousands)

	ING GET U.S.	ING GET U.S.	ING GET U.S.	ING GET U.S.	ING GET U.S.
	Core Portfolio -	Core Portfolio -	Core Portfolio -	Core Portfolio -	Core Portfolio -
	Series 10	Series 11	Series 12	Series 13	Series 14
Assets
Investments in mutual funds
at fair value	$ 6,095	$ 8,828	$ 4,014	$ 36,195	$ 88,504
Total assets	6,095	8,828	4,014	36,195	88,504
Liabilities
Payable to related parties	-	1	-	2	18
Total liabilities	-	1	-	2	18
Net assets	$ 6,095	$ 8,827	$ 4,014	$ 36,193	$ 88,486
Net assets
Accumulation units	$ 6,095	$ 8,827	$ 4,014	$ 36,193	$ 88,486
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 6,095	$ 8,827	$ 4,014	$ 36,193	$ 88,486
Total number of mutual fund shares	560,160	843,192	355,545	3,414,646	8,501,847
Cost of mutual fund shares	$ 5,680	$ 8,546	$ 3,616	$ 34,875	$ 86,568

The accompanying notes are an integral part of these financial statements.

34

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2007
(Dollars in thousands)

		ING VP Global
	ING VP Global	Science and	ING VP	ING VP Index	ING VP Index
	Equity	Technology	Growth	Plus LargeCap	Plus MidCap
	Dividend	Portfolio - Class	Portfolio - Class	Portfolio - Class	Portfolio - Class
	Portfolio	S	S	S	S
Assets
Investments in mutual funds
at fair value	$ 50,631	$ 1,140	$ 629	$ 303,225	$ 232,877
Total assets	50,631	1,140	629	303,225	232,877
Liabilities
Payable to related parties	8	-	-	29	24
Total liabilities	8	-	-	29	24
Net assets	$ 50,623	$ 1,140	$ 629	$ 303,196	$ 232,853
Net assets
Accumulation units	$ 50,623	$ 1,140	$ 629	$ 303,196	$ 232,853
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 50,623	$ 1,140	$ 629	$ 303,196	$ 232,853
Total number of mutual fund shares	6,020,354	210,355	50,740	16,855,177	12,844,864
Cost of mutual fund shares	$ 43,926	$ 1,038	$ 560	$ 275,160	$ 236,045

The accompanying notes are an integral part of these financial statements.

35

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2007
(Dollars in thousands)

				ING VP
	ING VP Index	ING VP Small	ING VP Value	Financial	ING VP
	Plus SmallCap	Company	Opportunity	Services	International
	Portfolio - Class	Portfolio - Class	Portfolio - Class	Portfolio - Class	Value Portfolio
	S	S	S	S	- Class S
Assets
Investments in mutual funds
at fair value	$ 171,850	$ 2,803	$ 22,945	$ 70,497	$ 13,183
Total assets	171,850	2,803	22,945	70,497	13,183
Liabilities
Payable to related parties	17	-	4	9	-
Total liabilities	17	-	4	9	-
Net assets	$ 171,833	$ 2,803	$ 22,941	$ 70,488	$ 13,183
Net assets
Accumulation units	$ 171,833	$ 2,803	$ 22,941	$ 70,488	$ 13,183
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 171,833	$ 2,803	$ 22,941	$ 70,488	$ 13,183
Total number of mutual fund shares	11,449,032	144,575	1,440,348	6,545,647	916,122
Cost of mutual fund shares	$ 190,363	$ 2,925	$ 20,051	$ 77,181	$ 13,313

The accompanying notes are an integral part of these financial statements.

36

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2007
(Dollars in thousands)

	ING VP		ING VP
	MidCap		SmallCap	ING VP	ING VP
	Opportunities	ING VP Real	Opportunities	Balanced	Intermediate
	Portfolio - Class	Estate Portfolio	Portfolio - Class	Portfolio - Class	Bond Portfolio -
	S	- Class S	S	S	Class S
Assets
Investments in mutual funds
at fair value	$ 26,416	$ 7,728	$ 100,322	$ 9,902	$ 1,068,263
Total assets	26,416	7,728	100,322	9,902	1,068,263
Liabilities
Payable to related parties	4	-	15	1	102
Total liabilities	4	-	15	1	102
Net assets	$ 26,412	$ 7,728	$ 100,307	$ 9,901	$ 1,068,161
Net assets
Accumulation units	$ 26,412	$ 7,728	$ 100,307	$ 9,901	$ 1,068,161
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 26,412	$ 7,728	$ 100,307	$ 9,901	$ 1,068,161
Total number of mutual fund shares	2,615,458	506,073	4,627,409	689,526	81,298,546
Cost of mutual fund shares	$ 16,704	$ 9,552	$ 73,240	$ 9,555	$ 1,069,798

The accompanying notes are an integral part of these financial statements.

37

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2007
(Dollars in thousands)

	Legg Mason
	Partners
	Variable	Legg Mason	Legg Mason	Legg Mason	Oppenheimer
	International	Partners	Partners	Partners	Main Street
	All Cap	Variable	Variable High	Variable Money	Small Cap
	Opportunity	Investors	Income	Market	Fund®/VA -
	Portfolio	Portfolio	Portfolio	Portfolio	Service Class
Assets
Investments in mutual funds
at fair value	$ 104	$ 169	$ 110	$ 166	$ 1,323
Total assets	104	169	110	166	1,323
Liabilities
Payable to related parties	-	-	-	-	-
Total liabilities	-	-	-	-	-
Net assets	$ 104	$ 169	$ 110	$ 166	$ 1,323
Net assets
Accumulation units	$ 104	$ 169	$ 110	$ 166	$ 1,323
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 104	$ 169	$ 110	$ 166	$ 1,323
Total number of mutual fund shares	11,567	10,211	16,452	165,777	73,399
Cost of mutual fund shares	$ 137	$ 178	$ 116	$ 166	$ 1,376

The accompanying notes are an integral part of these financial statements.

38

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2007
(Dollars in thousands)

	PIMCO Real
	Return	Pioneer Equity	Pioneer Small
	Portfolio -	Income VCT	Cap Value VCT
	Administrative	Portfolio - Class	Portfolio - Class	ProFund VP	ProFund VP
	Class	II	II	Bull	Europe 30
Assets
Investments in mutual funds
at fair value	$ 2,430	$ 16,339	$ 4,874	$ 30,068	$ 23,424
Total assets	2,430	16,339	4,874	30,068	23,424
Liabilities
Payable to related parties	-	1	1	6	3
Total liabilities	-	1	1	6	3
Net assets	$ 2,430	$ 16,338	$ 4,873	$ 30,062	$ 23,421
Net assets
Accumulation units	$ 2,430	$ 16,338	$ 4,873	$ 30,062	$ 23,421
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 2,430	$ 16,338	$ 4,873	$ 30,062	$ 23,421
Total number of mutual fund shares	193,355	683,935	380,182	973,064	659,261
Cost of mutual fund shares	$ 2,365	$ 16,755	$ 6,133	$ 29,029	$ 19,572

The accompanying notes are an integral part of these financial statements.

39

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2007
(Dollars in thousands)

				Wells Fargo
			Wells Fargo	Advantage	Wells Fargo
	ProFund VP		Advantage	C&B Large	Advantage
	Rising Rates	ProFund VP	Asset Allocation	Cap Value	Equity Income
	Opportunity	Small-Cap	Fund	Fund	Fund
Assets
Investments in mutual funds
at fair value	$ 30,234	$ 64,800	$ 3,282	$ 489	$ 1,004
Total assets	30,234	64,800	3,282	489	1,004
Liabilities
Payable to related parties	4	10	-	-	-
Total liabilities	4	10	-	-	-
Net assets	$ 30,230	$ 64,790	$ 3,282	$ 489	$ 1,004
Net assets
Accumulation units	$ 30,230	$ 64,790	$ 3,282	$ 489	$ 1,004
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 30,230	$ 64,790	$ 3,282	$ 489	$ 1,004
Total number of mutual fund shares	1,632,491	2,110,050	224,148	44,455	53,583
Cost of mutual fund shares	$ 34,864	$ 74,093	$ 2,870	$ 419	$ 868

The accompanying notes are an integral part of these financial statements.

40

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2007
(Dollars in thousands)

	Wells Fargo
	Advantage	Wells Fargo	Wells Fargo	Wells Fargo
	Large	Advantage	Advantage	Advantage
	Company	Money Market	Small Cap	Total Return
	Growth Fund	Fund	Growth Fund	Bond Fund
Assets
Investments in mutual funds
at fair value	$ 2,681	$ 127	$ 884	$ 1,314
Total assets	2,681	127	884	1,314
Liabilities
Payable to related parties	-	-	-	-
Total liabilities	-	-	-	-
Net assets	$ 2,681	$ 127	$ 884	$ 1,314
Net assets
Accumulation units	$ 2,681	$ 127	$ 884	$ 1,314
Contracts in payout (annuitization)	-	-	-	-
Total net assets	$ 2,681	$ 127	$ 884	$ 1,314
Total number of mutual fund shares	259,814	126,959	91,272	132,215
Cost of mutual fund shares	$ 2,201	$ 127	$ 698	$ 1,313

The accompanying notes are an integral part of these financial statements.

41

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

			Columbia	Columbia
		Columbia Asset	Federal	Large Cap	Columbia Small
	AIM V.I.	Allocation	Securities	Growth Fund,	Cap Value
	Leisure Fund -	Fund, Variable	Fund, Variable	Variable Series	Fund, Variable
	Series I Shares	Series - Class A	Series - Class A	- Class A	Series - Class B
Net investment income (loss)
Income:
Dividends	$ 749	$ 15	$ 5	$ 2	$ 787
Total investment income	749	15	5	2	787
Expenses:
Mortality, expense risk
and other charges	859	9	1	8	5,305
Annual administrative charges	12	-	-	-	69
Minimum death benefit guarantee charges	-	-	-	-	-
Contingent deferred sales charges	11	-	-	-	80
Other contract charges	255	-	-	-	1,699
Amortization of deferred charges	-	-	-	-	-
Total expenses	1,137	9	1	8	7,153
Net investment income (loss)	(388)	6	4	(6)	(6,366)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	2,691	15	-	25	20,019
Capital gains distributions	2,641	51	-	-	31,780
Total realized gain (loss) on investments
and capital gains distributions	5,332	66	-	25	51,799
Net unrealized appreciation
(depreciation) of investments	(5,956)	(32)	1	48	(57,677)
Net realized and unrealized gain (loss)
on investments	(624)	34	1	73	(5,878)
Net increase (decrease) in net assets
resulting from operations	$ (1,012)	$ 40	$ 5	$ 67	$ (12,244)

The accompanying notes are an integral part of these financial statements.

42

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

	Columbia Small
	Company	Fidelity® VIP	Fidelity® VIP	Franklin Small
	Growth Fund,	Equity-Income	Contrafund®	Cap Value	Mutual Shares
	Variable Series	Portfolio -	Portfolio -	Securities Fund	Securities Fund
	- Class A	Service Class 2	Service Class 2	- Class 2	- Class 2
Net investment income (loss)
Income:
Dividends	$ -	$ 6,221	$ 6,438	$ 50	$ 1,862
Total investment income	-	6,221	6,438	50	1,862
Expenses:
Mortality, expense risk
and other charges	1	6,542	11,836	79	1,291
Annual administrative charges	-	75	145	1	3
Minimum death benefit guarantee charges	-	-	-	-	-
Contingent deferred sales charges	-	111	148	-	17
Other contract charges	-	1,622	2,761	13	304
Amortization of deferred charges	-	-	-	-	-
Total expenses	1	8,350	14,890	93	1,615
Net investment income (loss)	(1)	(2,129)	(8,452)	(43)	247
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	6	15,654	4,305	162	205
Capital gains distributions	-	31,363	219,650	510	4,558
Total realized gain (loss) on investments
and capital gains distributions	6	47,017	223,955	672	4,763
Net unrealized appreciation
(depreciation) of investments	5	(48,769)	(120,604)	(1,114)	(5,098)
Net realized and unrealized gain (loss)
on investments	11	(1,752)	103,351	(442)	(335)
Net increase (decrease) in net assets
resulting from operations	$ 10	$ (3,881)	$ 94,899	$ (485)	$ (88)

The accompanying notes are an integral part of these financial statements.

43

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

	ING GET Fund	ING GET Fund	ING GET Fund	ING GET Fund	ING GET Fund
	- Series Q	- Series R	- Series S	- Series T	- Series U
Net investment income (loss)
Income:
Dividends	$ 2,557	$ 2,738	$ 3,074	$ 3,490	$ 1,828
Total investment income	2,557	2,738	3,074	3,490	1,828
Expenses:
Mortality, expense risk
and other charges	250	622	1,039	1,455	1,579
Annual administrative charges	1	7	13	22	26
Minimum death benefit guarantee charges	-	-	-	-	-
Contingent deferred sales charges	20	58	89	94	77
Other contract charges	-	-	-	1	5
Amortization of deferred charges	-	-	-	-	-
Total expenses	271	687	1,141	1,572	1,687
Net investment income (loss)	2,286	2,051	1,933	1,918	141
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(1,857)	(679)	(4,155)	(5,780)	161
Capital gains distributions	789	2,147	6,554	5,788	1,456
Total realized gain (loss) on investments
and capital gains distributions	(1,068)	1,468	2,399	8	1,617
Net unrealized appreciation
(depreciation) of investments	(1,323)	(1,525)	(2,649)	(957)	(288)
Net realized and unrealized gain (loss)
on investments	(2,391)	(57)	(250)	(949)	1,329
Net increase (decrease) in net assets
resulting from operations	$ (105)	$ 1,994	$ 1,683	$ 969	$ 1,470

The accompanying notes are an integral part of these financial statements.

44

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

		ING	ING
		AllianceBernstein	AllianceBernstein
		Mid Cap Growth	Mid Cap Growth	ING American
	ING GET Fund	Portfolio - Service	Portfolio - Service 2	Funds Growth
	- Series V	Class	Class	Portfolio
Net investment income (loss)
Income:
Dividends	$ 2,475	$ -	$ -	$ 5,745
Total investment income	2,475	-	-	5,745
Expenses:
Mortality, expense risk
and other charges	2,134	6,998	344	38,855
Annual administrative charges	38	138	4	465
Minimum death benefit guarantee charges	-	-	-	-
Contingent deferred sales charges	161	114	2	578
Other contract charges	2	1,111	116	10,781
Amortization of deferred charges	-	-	-	1
Total expenses	2,335	8,361	466	50,680
Net investment income (loss)	140	(8,361)	(466)	(44,935)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	484	37,817	394	23,972
Capital gains distributions	-	26,096	1,262	17,171
Total realized gain (loss) on investments
and capital gains distributions	484	63,913	1,656	41,143
Net unrealized appreciation
(depreciation) of investments	2,246	(22,763)	272	184,268
Net realized and unrealized gain (loss)
on investments	2,730	41,150	1,928	225,411
Net increase (decrease) in net assets
resulting from operations	$ 2,870	$ 32,789	$ 1,462	$ 180,476

The accompanying notes are an integral part of these financial statements.

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

			ING BlackRock
			Large Cap	ING BlackRock
	ING American	ING American	Growth	Large Cap	ING BlackRock
	Funds Growth-	Funds	Portfolio -	Growth	Large Cap
	Income	International	Institutional	Portfolio -	Value Portfolio
	Portfolio	Portfolio	Class	Service Class	- Service Class
Net investment income (loss)
Income:
Dividends	$ 14,791	$ 11,518	$ -	$ -	$ 265
Total investment income	14,791	11,518	-	-	265
Expenses:
Mortality, expense risk
and other charges	26,496	22,127	2	2,667	1,239
Annual administrative charges	297	266	-	40	13
Minimum death benefit guarantee charges	-	-	-	-	-
Contingent deferred sales charges	395	276	-	60	17
Other contract charges	6,804	5,662	-	626	332
Amortization of deferred charges	-	2	-	-	-
Total expenses	33,992	28,333	2	3,393	1,601
Net investment income (loss)	(19,201)	(16,815)	(2)	(3,393)	(1,336)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	13,874	31,610	-	3,017	5,844
Capital gains distributions	29,721	20,817	-	-	2,238
Total realized gain (loss) on investments
and capital gains distributions	43,595	52,427	-	3,017	8,082
Net unrealized appreciation
(depreciation) of investments	221	153,243	(4)	6,394	(4,970)
Net realized and unrealized gain (loss)
on investments	43,816	205,670	(4)	9,411	3,112
Net increase (decrease) in net assets
resulting from operations	$ 24,615	$ 188,855	$ (6)	$ 6,018	$ 1,776

The accompanying notes are an integral part of these financial statements.

46

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

	ING BlackRock	ING Capital	ING Capital	ING Capital	ING Capital
	Large Cap	Guardian	Guardian	Guardian U.S.	Guardian U.S.
	Value Portfolio	Small/Mid Cap	Small/Mid Cap	Equities	Equities
	Value Portfolio	Small/Mid Cap	Small/Mid Cap	Equities	Equities
	- Service 2	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Class	Service Class	Service 2 Class	Service Class	Service 2 Class
Net investment income (loss)
Income:
Dividends	$ 10	$ 459	$ -	$ 2,888	$ 33
Total investment income	10	459	-	2,888	33
Expenses:
Mortality, expense risk
and other charges	83	2,219	53	9,174	174
Annual administrative charges	1	(25)	-	135	2
Minimum death benefit guarantee charges	-	-	-	-	-
Contingent deferred sales charges	1	39	-	161	1
Other contract charges	29	358	18	1,864	61
Amortization of deferred charges	-	-	-	-	-
Total expenses	114	2,591	71	11,334	238
Net investment income (loss)	(104)	(2,132)	(71)	(8,446)	(205)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	164	151,837	2,169	27,154	805
Capital gains distributions	140	-	-	45,746	813
Total realized gain (loss) on investments
and capital gains distributions	304	151,837	2,169	72,900	1,618
Net unrealized appreciation
(depreciation) of investments	(118)	(123,647)	(1,522)	(74,174)	(1,587)
Net realized and unrealized gain (loss)
on investments	186	28,190	647	(1,274)	31
Net increase (decrease) in net assets
resulting from operations	$ 82	$ 26,058	$ 576	$ (9,720)	$ (174)

The accompanying notes are an integral part of these financial statements.

47

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

	ING	ING		ING Evergreen	ING Evergreen	ING Evergreen
	EquitiesPlus	EquitiesPlus		Health Sciences	Omega	Omega
	Portfolio -	Portfolio -		Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class		Service Class	Service Class	Service 2 Class
Net investment income (loss)
Income:
Dividends	$ 4,170	$ 1		$ 254	$ 8	$ -
Total investment income	4,170		1	254	8	-
Expenses:
Mortality, expense risk
and other charges	1,913		1	3,447	155	25
Annual administrative charges	42		-	48	2	-
Minimum death benefit guarantee charges	-		-	-	-	-
Contingent deferred sales charges	25		-	68	7	-
Other contract charges	142		-	937	36	9
Amortization of deferred charges	-		-	-	-	-
Total expenses	2,122		1	4,500	200	34
Net investment income (loss)	2,048		-	(4,246)	(192)	(34)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	2,340		-	6,715	408	47
Capital gains distributions	5,869		2	7,094	75	12
Total realized gain (loss) on investments
and capital gains distributions	8,209		2	13,809	483	59
Net unrealized appreciation
(depreciation) of investments	(8,556)		(2)	1,835	486	87
Net realized and unrealized gain (loss)
on investments	(347)		-	15,644	969	146
Net increase (decrease) in net assets
resulting from operations	$ 1,701	$ -		$ 11,398	$ 777	$ 112

The accompanying notes are an integral part of these financial statements.

48

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

			ING FMR^SM	ING FMR^SM	ING FMR^SM
	ING FMR^SM	ING FMR^SM	Large Cap	Mid Cap	Mid Cap
	Diversified Mid	Diversified Mid	Growth	Growth	Growth
	Cap Portfolio -	Cap Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service Class	Service 2 Class
Net investment income (loss)
Income:
Dividends	$ 1,273	$ 2	$ 67	$ -	$ -
Total investment income	1,273	2	67	-	-
Expenses:
Mortality, expense risk
and other charges	15,826	794	2,956	7,234	346
Annual administrative charges	338	10	46	171	4
Minimum death benefit guarantee charges	-	-	-	-	-
Contingent deferred sales charges	226	5	62	141	2
Other contract charges	3,202	280	858	1,077	123
Amortization of deferred charges	1	-	-	1	-
Total expenses	19,593	1,089	3,922	8,624	475
Net investment income (loss)	(18,320)	(1,087)	(3,855)	(8,624)	(475)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	53,959	1,588	1,259	45,430	651
Capital gains distributions	4,304	197	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	58,263	1,785	1,259	45,430	651
Net unrealized appreciation
(depreciation) of investments	47,387	3,712	4,782	(37,664)	(407)
Net realized and unrealized gain (loss)
on investments	105,650	5,497	6,041	7,766	244
Net increase (decrease) in net assets
resulting from operations	$ 87,330	$ 4,410	$ 2,186	$ (858)	$ (231)

The accompanying notes are an integral part of these financial statements.

49

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

					ING Franklin
					Templeton
		ING Franklin	ING Franklin	ING Franklin	Founding
	ING Focus 5	Income	Income	Mutual Shares	Strategy
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Service 2 Class	Service Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 321	$ 2,948	$ 76	$ -	$ -
Total investment income	321	2,948	76	-	-
Expenses:
Mortality, expense risk
and other charges	288	4,806	122	1,364	2,442
Annual administrative charges	7	54	1	27	40
Minimum death benefit guarantee charges	-	-	-	-	-
Contingent deferred sales charges	1	71	-	19	17
Other contract charges	53	920	41	318	533
Amortization of deferred charges	-	-	-	-	-
Total expenses	349	5,851	164	1,728	3,032
Net investment income (loss)	(28)	(2,903)	(88)	(1,728)	(3,032)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	-	4,531	116	(65)	(165)
Capital gains distributions	126	393	10	67	-
Total realized gain (loss) on investments
and capital gains distributions	126	4,924	126	2	(165)
Net unrealized appreciation
(depreciation) of investments	(2,310)	(5,414)	(205)	(455)	(10,625)
Net realized and unrealized gain (loss)
on investments	(2,184)	(490)	(79)	(453)	(10,790)
Net increase (decrease) in net assets
resulting from operations	$ (2,212)	$ (3,393)	$ (167)	$ (2,181)	$ (13,822)

The accompanying notes are an integral part of these financial statements.

50

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

	ING Global	ING Global	ING Global	ING Global	ING Global
	Real Estate	Real Estate	Resources	Resources	Technology
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service 2 Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 3,928	$ 75	$ 88	$ -	$ -
Total investment income	3,928	75	88	-	-
Expenses:
Mortality, expense risk
and other charges	2,228	52	11,064	648	1,623
Annual administrative charges	28	1	165	8	27
Minimum death benefit guarantee charges	-	-	1	-	-
Contingent deferred sales charges	38	-	221	2	30
Other contract charges	609	18	2,772	237	440
Amortization of deferred charges	-	-	-	-	-
Total expenses	2,903	71	14,223	895	2,120
Net investment income (loss)	1,025	4	(14,135)	(895)	(2,120)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	5,664	114	32,449	1,902	1,629
Capital gains distributions	99	2	62,791	3,658	1,008
Total realized gain (loss) on investments
and capital gains distributions	5,763	116	95,240	5,560	2,637
Net unrealized appreciation
(depreciation) of investments	(23,323)	(481)	83,891	4,867	4,125
Net realized and unrealized gain (loss)
on investments	(17,560)	(365)	179,131	10,427	6,762
Net increase (decrease) in net assets
resulting from operations	$ (16,535)	$ (361)	$ 164,996	$ 9,532	$ 4,642

The accompanying notes are an integral part of these financial statements.

51

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

		ING	ING
		International	International
	ING Global	Growth	Growth	ING Janus	ING Janus
	Technology	Opportunities	Opportunities	Contrarian	Contrarian
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service 2 Class	Service Class	Service 2 Class
Net investment income (loss)
Income:
Dividends	$ -	$ 1,684	$ 108	$ -	$ -
Total investment income	-	1,684	108	-	-
Expenses:
Mortality, expense risk
and other charges	118	2,499	189	9,292	529
Annual administrative charges	2	47	2	212	9
Minimum death benefit guarantee charges	-	-	-	-	-
Contingent deferred sales charges	1	40	1	157	2
Other contract charges	46	315	70	2,114	182
Amortization of deferred charges	-	-	-	-	-
Total expenses	167	2,901	262	11,775	722
Net investment income (loss)	(167)	(1,217)	(154)	(11,775)	(722)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	88	9,010	355	15,840	1,399
Capital gains distributions	86	27,129	1,944	11,664	675
Total realized gain (loss) on investments
and capital gains distributions	174	36,139	2,299	27,504	2,074
Net unrealized appreciation
(depreciation) of investments	414	(12,310)	(598)	37,721	1,190
Net realized and unrealized gain (loss)
on investments	588	23,829	1,701	65,225	3,264
Net increase (decrease) in net assets
resulting from operations	$ 421	$ 22,612	$ 1,547	$ 53,450	$ 2,542

The accompanying notes are an integral part of these financial statements.

52

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

	ING JPMorgan	ING JPMorgan		ING JPMorgan	ING JPMorgan
	Emerging	Emerging	ING JPMorgan	Small Cap Core	Value
	Markets Equity	Markets Equity	Small Cap Core	Equity Portfolio	Opportunities
	Portfolio -	Portfolio -	Equity Portfolio	- Service 2	Portfolio -
	Adviser Class	Service Class	- Service Class	Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 371	$ 6,085	$ 317	$ -	$ 769
Total investment income	371	6,085	317	-	769
Expenses:
Mortality, expense risk
and other charges	724	10,883	4,368	992	998
Annual administrative charges	9	168	47	11	8
Minimum death benefit guarantee charges	-	-	-	-	-
Contingent deferred sales charges	3	147	63	5	32
Other contract charges	255	2,685	1,211	359	129
Amortization of deferred charges	-	(28)	-	-	-
Total expenses	991	13,855	5,689	1,367	1,167
Net investment income (loss)	(620)	(7,770)	(5,372)	(1,367)	(398)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	2,904	46,992	11,070	1,867	7,530
Capital gains distributions	95	1,398	13,402	2,995	3,514
Total realized gain (loss) on investments
and capital gains distributions	2,999	48,390	24,472	4,862	11,044
Net unrealized appreciation
(depreciation) of investments	9,866	148,973	(29,037)	(5,755)	(11,103)
Net realized and unrealized gain (loss)
on investments	12,865	197,363	(4,565)	(893)	(59)
Net increase (decrease) in net assets
resulting from operations	$ 12,245	$ 189,593	$ (9,937)	$ (2,260)	$ (457)

The accompanying notes are an integral part of these financial statements.

53

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

	ING JPMorgan			ING Legg	ING Legg
	Value	ING Julius	ING Julius	Mason Partners	Mason Partners
	Opportunities	Baer Foreign	Baer Foreign	All Cap	All Cap
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service 2 Class	Service Class	Service 2 Class
Net investment income (loss)
Income:
Dividends	$ 23	$ 631	$ -	$ 5,023	$ 328
Total investment income	23	631	-	5,023	328
Expenses:
Mortality, expense risk
and other charges	34	13,440	1,278	2,013	150
Annual administrative charges	-	156	13	(20)	(1)
Minimum death benefit guarantee charges	-	-	-	-	-
Contingent deferred sales charges	-	170	5	42	-
Other contract charges	12	3,591	453	379	51
Amortization of deferred charges	-	(6)	-	-	-
Total expenses	46	17,351	1,749	2,414	200
Net investment income (loss)	(23)	(16,720)	(1,749)	2,609	128
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	113	28,292	2,275	95,381	3,996
Capital gains distributions	103	50,681	4,703	32,653	2,392
Total realized gain (loss) on investments
and capital gains distributions	216	78,973	6,978	128,034	6,388
Net unrealized appreciation
(depreciation) of investments	(246)	31,339	3,452	(113,907)	(5,324)
Net realized and unrealized gain (loss)
on investments	(30)	110,312	10,430	14,127	1,064
Net increase (decrease) in net assets
resulting from operations	$ (53)	$ 93,592	$ 8,681	$ 16,736	$ 1,192

The accompanying notes are an integral part of these financial statements.

54

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

			ING LifeStyle	ING LifeStyle
	ING Legg	ING Legg	Aggressive	Aggressive	ING LifeStyle
	Mason Value	Mason Value	Growth	Growth	Growth
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service 2 Class	Service Class
Net investment income (loss)
Income:
Dividends	$ -	$ -	$ 7,322	$ 17	$ 30,167
Total investment income	-	-	7,322	17	30,167
Expenses:
Mortality, expense risk
and other charges	6,778	515	22,776	58	58,890
Annual administrative charges	86	5	393	1	690
Minimum death benefit guarantee charges	-	-	-	-	-
Contingent deferred sales charges	118	5	543	-	942
Other contract charges	1,665	175	7,374	17	17,532
Amortization of deferred charges	-	-	-	-	1
Total expenses	8,647	700	31,086	76	78,055
Net investment income (loss)	(8,647)	(700)	(23,764)	(59)	(47,888)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	20,964	943	17,587	114	11,741
Capital gains distributions	4,852	352	45,073	107	78,834
Total realized gain (loss) on investments
and capital gains distributions	25,816	1,295	62,660	221	90,575
Net unrealized appreciation
(depreciation) of investments	(47,024)	(2,876)	(34,818)	(180)	(22,052)
Net realized and unrealized gain (loss)
on investments	(21,208)	(1,581)	27,842	41	68,523
Net increase (decrease) in net assets
resulting from operations	$ (29,855)	$ (2,281)	$ 4,078	$ (18)	$ 20,635

The accompanying notes are an integral part of these financial statements.

55

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

		ING LifeStyle	ING LifeStyle
	ING LifeStyle	Moderate	Moderate	ING LifeStyle	ING LifeStyle
	Growth	Growth	Growth	Moderate	Moderate
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service 2 Class	Service Class	Service 2 Class
Net investment income (loss)
Income:
Dividends	$ 115	$ 30,803	$ 133	$ 16,365	$ 166
Total investment income	115	30,803	133	16,365	166
Expenses:
Mortality, expense risk
and other charges	208	45,128	194	19,725	195
Annual administrative charges	3	563	3	238	2
Minimum death benefit guarantee charges	-	-	-	-	-
Contingent deferred sales charges	-	790	-	336	-
Other contract charges	66	11,585	58	4,522	61
Amortization of deferred charges	-	-	-	-	-
Total expenses	277	58,066	255	24,821	258
Net investment income (loss)	(162)	(27,263)	(122)	(8,456)	(92)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	163	8,055	110	11,764	244
Capital gains distributions	290	56,532	231	19,890	200
Total realized gain (loss) on investments
and capital gains distributions	453	64,587	341	31,654	444
Net unrealized appreciation
(depreciation) of investments	(235)	6,214	(212)	2,555	(178)
Net realized and unrealized gain (loss)
on investments	218	70,801	129	34,209	266
Net increase (decrease) in net assets
resulting from operations	$ 56	$ 43,538	$ 7	$ 25,753	$ 174

The accompanying notes are an integral part of these financial statements.

56

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

				ING Lord	ING Lord
	ING Limited		ING Liquid	Abbett	Abbett
	Maturity Bond	ING Liquid	Assets Portfolio	Affiliated	Affiliated
	Portfolio -	Assets Portfolio	- Service 2	Portfolio -	Portfolio -
	Service Class	- Service Class	Class	Service Class	Service 2 Class
Net investment income (loss)
Income:
Dividends	$ 3,903	$ 43,865	$ 925	$ 2,298	$ 58
Total investment income	3,903	43,865	925	2,298	58
Expenses:
Mortality, expense risk
and other charges	3,117	15,185	350	2,420	66
Annual administrative charges	63	820	12	32	1
Minimum death benefit guarantee charges	-	2	-	-	-
Contingent deferred sales charges	67	43,488	1,029	38	1
Other contract charges	248	2,733	138	465	19
Amortization of deferred charges	-	13	-	-	-
Total expenses	3,495	62,241	1,529	2,955	87
Net investment income (loss)	408	(18,376)	(604)	(657)	(29)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(2,858)	-	-	8,582	114
Capital gains distributions	-	-	-	3,335	87
Total realized gain (loss) on investments
and capital gains distributions	(2,858)	-	-	11,917	201
Net unrealized appreciation
(depreciation) of investments	9,780	-	-	(7,851)	(104)
Net realized and unrealized gain (loss)
on investments	6,922	-	-	4,066	97
Net increase (decrease) in net assets
resulting from operations	$ 7,330	$ (18,376)	$ (604)	$ 3,409	$ 68

The accompanying notes are an integral part of these financial statements.

57

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

				ING
			ING	MarketStyle	ING
			MarketStyle	Moderate	MarketStyle
	ING MarketPro	ING MarketPro	Growth	Growth	Moderate
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 610	$ 133	$ 187	$ 220	$ 77
Total investment income	610	133	187	220		77
Expenses:
Mortality, expense risk
and other charges	541	147	172	170		49
Annual administrative charges	2	-	1	-		-
Minimum death benefit guarantee charges	-	-	-	-		-
Contingent deferred sales charges	4	1	3	1		-
Other contract charges	133	41	-	-		-
Amortization of deferred charges	-	-	-	-		-
Total expenses	680	189	176	171		49
Net investment income (loss)	(70)	(56)	11	49		28
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(752)	148	(172)	50		(26)
Capital gains distributions	3,767	776	1,123	954		241
Total realized gain (loss) on investments
and capital gains distributions	3,015	924	951	1,004		215
Net unrealized appreciation
(depreciation) of investments	(1,760)	(488)	(733)	(763)		(175)
Net realized and unrealized gain (loss)
on investments	1,255	436	218	241		40
Net increase (decrease) in net assets
resulting from operations	$ 1,185	$ 380	$ 229	$ 290	$ 68

The accompanying notes are an integral part of these financial statements.

58

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

			ING Marsico
	ING Marsico	ING Marsico	International	ING MFS Total	ING MFS Total
	Growth	Growth	Opportunities	Return	Return
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service Class	Service 2 Class
Net investment income (loss)
Income:
Dividends	$ -	$ -	$ 2,069	$ 33,145	$ 1,476
Total investment income	-	-	2,069	33,145	1,476
Expenses:
Mortality, expense risk
and other charges	12,329	467	3,713	20,090	969
Annual administrative charges	291	5	56	336	9
Minimum death benefit guarantee charges	-	-	-	-	-
Contingent deferred sales charges	180	1	57	362	3
Other contract charges	1,910	159	961	3,188	318
Amortization of deferred charges	1	-	-	1	-
Total expenses	14,711	632	4,787	23,977	1,299
Net investment income (loss)	(14,711)	(632)	(2,718)	9,168	177
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	59,940	1,091	12,677	21,461	1,050
Capital gains distributions	-	-	12,545	61,965	2,864
Total realized gain (loss) on investments
and capital gains distributions	59,940	1,091	25,222	83,426	3,914
Net unrealized appreciation
(depreciation) of investments	36,011	2,297	11,924	(66,389)	(3,319)
Net realized and unrealized gain (loss)
on investments	95,951	3,388	37,146	17,037	595
Net increase (decrease) in net assets
resulting from operations	$ 81,240	$ 2,756	$ 34,428	$ 26,205	$ 772

The accompanying notes are an integral part of these financial statements.

59

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

		ING	ING
	ING MFS	Oppenheimer	Oppenheimer		ING PIMCO	ING PIMCO
	Utilities	Main Street	Main Street		Core Bond	Core Bond
	Portfolio -	Portfolio® -	Portfolio® -		Portfolio -	Portfolio -
	Service Class	Service Class	Service 2 Class		Service Class	Service 2 Class
Net investment income (loss)
Income:
Dividends	$ 2,822	$ 4,020	$ 47		$ 22,307	$ 1,448
Total investment income	2,822	4,020		47	22,307	1,448
Expenses:
Mortality, expense risk
and other charges	6,607	6,857		94	12,101	783
Annual administrative charges	110	152		1	169	7
Minimum death benefit guarantee charges	-	-		-	-	-
Contingent deferred sales charges	141	119		-	209	6
Other contract charges	1,688	820		31	1,972	248
Amortization of deferred charges	-	-		-	1	-
Total expenses	8,546	7,948		126	14,452	1,044
Net investment income (loss)	(5,724)	(3,928)		(79)	7,855	404
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	23,066	35,251		267	3,259	120
Capital gains distributions	12,599	-		-	-	-
Total realized gain (loss) on investments
and capital gains distributions	35,665	35,251		267	3,259	120
Net unrealized appreciation
(depreciation) of investments	45,230	(19,974)		(83)	39,023	2,173
Net realized and unrealized gain (loss)
on investments	80,895	15,277		184	42,282	2,293
Net increase (decrease) in net assets
resulting from operations	$ 75,171	$ 11,349	$ 105		$ 50,137	$ 2,697

The accompanying notes are an integral part of these financial statements.

60

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

				ING T. Rowe	ING T. Rowe
	ING PIMCO		ING Pioneer	Price Capital	Price Capital
	High Yield	ING Pioneer	Mid Cap Value	Appreciation	Appreciation
	Portfolio -	Fund Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Service Class	Service Class	Service 2 Class
Net investment income (loss)
Income:
Dividends	$ 42,213	$ 947	$ 3,358	$ 47,823	$ 1,934
Total investment income	42,213	947	3,358	47,823	1,934
Expenses:
Mortality, expense risk
and other charges	10,753	1,650	11,737	46,098	2,115
Annual administrative charges	265	20	152	670	21
Minimum death benefit guarantee charges	-	-	-	1	-
Contingent deferred sales charges	213	27	169	727	10
Other contract charges	2,053	421	3,346	9,881	734
Amortization of deferred charges	-	-	-	1	-
Total expenses	13,284	2,118	15,404	57,378	2,880
Net investment income (loss)	28,929	(1,171)	(12,046)	(9,555)	(946)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	1,108	4,433	11,594	49,687	3,358
Capital gains distributions	3,174	2,208	33,347	260,038	11,387
Total realized gain (loss) on investments
and capital gains distributions	4,282	6,641	44,941	309,725	14,745
Net unrealized appreciation
(depreciation) of investments	(30,644)	(2,725)	(13,818)	(245,301)	(11,696)
Net realized and unrealized gain (loss)
on investments	(26,362)	3,916	31,123	64,424	3,049
Net increase (decrease) in net assets
resulting from operations	$ 2,567	$ 2,745	$ 19,077	$ 54,869	$ 2,103

The accompanying notes are an integral part of these financial statements.

61

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

	ING T. Rowe	ING T. Rowe
	Price Equity	Price Equity	ING Templeton	ING Templeton	ING UBS U.S.
	Income	Income	Global Growth	Global Growth	Allocation
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service 2 Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 13,656	$ 471	$ 4,698	$ 75	$ 1,885
Total investment income	13,656	471	4,698	75	1,885
Expenses:
Mortality, expense risk
and other charges	17,078	651	7,898	156	1,625
Annual administrative charges	251	7	110	1	24
Minimum death benefit guarantee charges	2	-	-	-	-
Contingent deferred sales charges	273	1	105	-	29
Other contract charges	3,731	230	1,513	56	312
Amortization of deferred charges	7	-	-	-	-
Total expenses	21,342	889	9,626	213	1,990
Net investment income (loss)	(7,686)	(418)	(4,928)	(138)	(105)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	37,786	1,188	16,843	298	4,865
Capital gains distributions	36,222	1,307	10,380	190	7,176
Total realized gain (loss) on investments
and capital gains distributions	74,008	2,495	27,223	488	12,041
Net unrealized appreciation
(depreciation) of investments	(55,478)	(1,826)	(20,872)	(368)	(11,739)
Net realized and unrealized gain (loss)
on investments	18,530	669	6,351	120	302
Net increase (decrease) in net assets
resulting from operations	$ 10,844	$ 251	$ 1,423	$ (18)	$ 197

The accompanying notes are an integral part of these financial statements.

62

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

		ING Van	ING Van	ING Van	ING Van
	ING UBS U.S.	Kampen	Kampen	Kampen Global	Kampen Global
	Allocation	Capital Growth	Capital Growth	Franchise	Franchise
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service 2 Class	Service Class	Service 2 Class
Net investment income (loss)
Income:
Dividends	$ 98	$ -	$ -	$ -	$ -
Total investment income	98	-	-	-	-
Expenses:
Mortality, expense risk
and other charges	97	983	252	5,953	1,579
Annual administrative charges	1	15	3	74	19
Minimum death benefit guarantee charges	-	-	-	-	-
Contingent deferred sales charges	-	18	2	88	8
Other contract charges	32	279	88	1,706	547
Amortization of deferred charges	-	-	-	-	-
Total expenses	130	1,295	345	7,821	2,153
Net investment income (loss)	(32)	(1,295)	(345)	(7,821)	(2,153)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	157	4,213	659	22,199	2,899
Capital gains distributions	396	1,897	467	10,376	2,562
Total realized gain (loss) on investments
and capital gains distributions	553	6,110	1,126	32,575	5,461
Net unrealized appreciation
(depreciation) of investments	(539)	4,882	1,534	(2,719)	2,458
Net realized and unrealized gain (loss)
on investments	14	10,992	2,660	29,856	7,919
Net increase (decrease) in net assets
resulting from operations	$ (18)	$ 9,697	$ 2,315	$ 22,035	$ 5,766

The accompanying notes are an integral part of these financial statements.

63

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

	ING Van	ING Van
	Kampen	Kampen		ING Van	ING VP Index
	Growth and	Growth and	ING Van	Kampen Real	Plus
	Income	Income	Kampen Real	Estate Portfolio	International
	Portfolio -	Portfolio -	Estate Portfolio	- Service 2	Equity Portfolio
	Service Class	Service 2 Class	- Service Class	Class	- Service Class
Net investment income (loss)
Income:
Dividends	$ 12,053	$ 1,078	$ 9,149	$ 376	$ -
Total investment income	12,053	1,078	9,149	376	-
Expenses:
Mortality, expense risk
and other charges	13,547	1,463	14,299	681	761
Annual administrative charges	241	14	189	7	10
Minimum death benefit guarantee charges	-	-	-	-	-
Contingent deferred sales charges	197	8	319	3	15
Other contract charges	1,850	474	3,383	243	177
Amortization of deferred charges	1	-	1	-	-
Total expenses	15,836	1,959	18,191	934	963
Net investment income (loss)	(3,783)	(881)	(9,042)	(558)	(963)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	20,524	2,378	166,034	2,711	4,666
Capital gains distributions	52,337	5,133	84,942	3,897	132
Total realized gain (loss) on investments
and capital gains distributions	72,861	7,511	250,976	6,608	4,798
Net unrealized appreciation
(depreciation) of investments	(61,555)	(6,569)	(393,403)	(13,709)	(280)
Net realized and unrealized gain (loss)
on investments	11,306	942	(142,427)	(7,101)	4,518
Net increase (decrease) in net assets
resulting from operations	$ 7,523	$ 61	$ (151,469)	$ (7,659)	$ 3,555

The accompanying notes are an integral part of these financial statements.

64

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

	ING VP Index		ING Wells
	Plus	ING Wells	Fargo	ING Wells	ING Wells
	International	Fargo	Disciplined	Fargo Small	Fargo Small
	Equity Portfolio	Disciplined	Value Portfolio	Cap Disciplined	Cap Disciplined
	- Service 2	Value Portfolio	- Service 2	Portfolio -	Portfolio -
	Class	- Service Class	Class	Service Class	Service 2 Class
Net investment income (loss)
Income:
Dividends	$ -	$ 2,532	$ 43	$ -	$ -
Total investment income	-	2,532	43	-	-
Expenses:
Mortality, expense risk
and other charges	17	4,105	86	367	13
Annual administrative charges	-	92	1	3	-
Minimum death benefit guarantee charges	-	-	-	-	-
Contingent deferred sales charges	-	71	-	6	-
Other contract charges	6	421	29	102	5
Amortization of deferred charges	-	1	-	-	-
Total expenses	23	4,690	116	478	18
Net investment income (loss)	(23)	(2,158)	(73)	(478)	(18)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	69	28,889	201	1,287	53
Capital gains distributions	3	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	72	28,889	201	1,287	53
Net unrealized appreciation
(depreciation) of investments	(5)	(37,758)	(402)	(1,634)	(86)
Net realized and unrealized gain (loss)
on investments	67	(8,869)	(201)	(347)	(33)
Net increase (decrease) in net assets
resulting from operations	$ 44	$ (11,027)	$ (274)	$ (825)	$ (51)

The accompanying notes are an integral part of these financial statements.

65

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

		ING American			ING American
		Century Large	ING American	ING American	Century Small-
	ING Diversified	Company Value	Century Select	Century Select	Mid Cap Value
	International	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Fund - Class R	Service Class	Initial Class	Service Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 6	$ 9	$ 2	$ 1	$ 3
Total investment income	6	9	2	1	3
Expenses:
Mortality, expense risk
and other charges	4	6	1	1	6
Annual administrative charges	-	-	-	-	-
Minimum death benefit guarantee charges	-	-	-	-	-
Contingent deferred sales charges	-	-	-	-	-
Other contract charges	1	-	-	-	-
Amortization of deferred charges	-	-	-	-	-
Total expenses	5	6	1	1	6
Net investment income (loss)	1	3	1	-	(3)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	13	36	47	15	15
Capital gains distributions	3	48	-	-	85
Total realized gain (loss) on investments
and capital gains distributions	16	84	47	15	100
Net unrealized appreciation
(depreciation) of investments	20	(100)	(22)	(1)	(116)
Net realized and unrealized gain (loss)
on investments	36	(16)	25	14	(16)
Net increase (decrease) in net assets
resulting from operations	$ 37	$ (13)	$ 26	$ 14	$ (19)

The accompanying notes are an integral part of these financial statements.

66

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

	ING Baron	ING Columbia		ING		ING
	Small Cap	Small Cap	ING Davis New	Fundamental		Fundamental
	Growth	Value II	York Venture	Research		Research
	Portfolio -	Portfolio -	Portfolio -	Portfolio -		Portfolio -
	Service Class	Service Class	Service Class	Initial Class		Service Class
Net investment income (loss)
Income:
Dividends	$ -	$ 131	$ 357	$ 5		$ 10
Total investment income	-	131	357		5		10
Expenses:
Mortality, expense risk
and other charges	3,305	1,971	2,374		4		13
Annual administrative charges	33	22	24		-		-
Minimum death benefit guarantee charges	-	-	-		-		-
Contingent deferred sales charges	31	19	19		-		-
Other contract charges	845	515	523		-		4
Amortization of deferred charges	-	-	-		-		-
Total expenses	4,214	2,527	2,940		4		17
Net investment income (loss)	(4,214)	(2,396)	(2,583)		1		(7)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	6,003	2,279	803		5		26
Capital gains distributions	-	-	536		23		83
Total realized gain (loss) on investments
and capital gains distributions	6,003	2,279	1,339		28		109
Net unrealized appreciation
(depreciation) of investments	2,621	(2,362)	1,618		(13)		(81)
Net realized and unrealized gain (loss)
on investments	8,624	(83)	2,957		15		28
Net increase (decrease) in net assets
resulting from operations	$ 4,410	$ (2,479)	$ 374	$ 16		$ 21

The accompanying notes are an integral part of these financial statements.

67

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

				ING Legg
	ING Goldman			Mason Partners	ING Neuberger
	Sachs® Capital	ING JPMorgan	ING JPMorgan	Aggressive	Berman
	Growth	International	Mid Cap Value	Growth	Partners
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Service Class	Service Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 1	$ 3,035	$ 137	$ -	$ 379
Total investment income	1	3,035	137	-	379
Expenses:
Mortality, expense risk
and other charges	-	2,971	389	2,872	2,732
Annual administrative charges	-	33	3	37	51
Minimum death benefit guarantee charges	-	-	-	-	-
Contingent deferred sales charges	-	40	11	44	38
Other contract charges	-	821	26	922	341
Amortization of deferred charges	-	-	-	-	-
Total expenses	-	3,865	429	3,875	3,162
Net investment income (loss)	1	(830)	(292)	(3,875)	(2,783)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	4	14,517	1,212	6,867	1,094
Capital gains distributions	-	-	1,233	-	7,538
Total realized gain (loss) on investments
and capital gains distributions	4	14,517	2,445	6,867	8,632
Net unrealized appreciation
(depreciation) of investments	(4)	(2,554)	(1,909)	(9,689)	4,985
Net realized and unrealized gain (loss)
on investments	-	11,963	536	(2,822)	13,617
Net increase (decrease) in net assets
resulting from operations	$ 1	$ 11,133	$ 244	$ (6,697)	$ 10,834

The accompanying notes are an integral part of these financial statements.

68

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

					ING
	ING Neuberger				Oppenheimer
	Berman	ING OpCap	ING	ING	Strategic
	Regency	Balanced Value Oppenheimer		Oppenheimer	Income
	Portfolio -	Portfolio -	Global Portfolio	Global Portfolio	Portfolio -
	Service Class	Service Class	- Initial Class	- Service Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 81	$ 8	$ 170	$ 1,296	$ 315
Total investment income	81	8	170	1,296		315
Expenses:
Mortality, expense risk
and other charges	155	6	204	2,162		64
Annual administrative charges	2	-	2	26		-
Minimum death benefit guarantee charges	-	-	-	-		-
Contingent deferred sales charges	1	-	6	29		-
Other contract charges	34	-	5	515		2
Amortization of deferred charges	-	-	-	-		-
Total expenses	192	6	217	2,732		66
Net investment income (loss)	(111)	2	(47)	(1,436)		249
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	563	36	1,111	2,773		37
Capital gains distributions	19	69	636	5,407		-
Total realized gain (loss) on investments
and capital gains distributions	582	105	1,747	8,180		37
Net unrealized appreciation
(depreciation) of investments	(905)	(135)	(842)	(2,887)		208
Net realized and unrealized gain (loss)
on investments	(323)	(30)	905	5,293		245
Net increase (decrease) in net assets
resulting from operations	$ (434)	$ (28)	$ 858	$ 3,857	$ 494

The accompanying notes are an integral part of these financial statements.

69

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

	ING PIMCO
	Total Return	ING Solution	ING Solution	ING Solution	ING Solution
	Portfolio -	2015 Portfolio -	2025 Portfolio -	2035 Portfolio -	2045 Portfolio -
	Service Class	Service Class	Service Class	Service Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 125	$ 32	$ 17	$ 19	$ 1
Total investment income	125	32	17	19	1
Expenses:
Mortality, expense risk
and other charges	34	62	47	45	6
Annual administrative charges	-	-	1	1	-
Minimum death benefit guarantee charges	-	-	-	-	-
Contingent deferred sales charges	-	1	1	-	-
Other contract charges	1	16	9	12	1
Amortization of deferred charges	-	-	-	-	-
Total expenses	35	79	58	58	7
Net investment income (loss)	90	(47)	(41)	(39)	(6)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	20	100	80	231	39
Capital gains distributions	-	10	14	12	1
Total realized gain (loss) on investments
and capital gains distributions	20	110	94	243	40
Net unrealized appreciation
(depreciation) of investments	207	27	32	(86)	(11)
Net realized and unrealized gain (loss)
on investments	227	137	126	157	29
Net increase (decrease) in net assets
resulting from operations	$ 317	$ 90	$ 85	$ 118	$ 23

The accompanying notes are an integral part of these financial statements.

70

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

			ING T. Rowe
			Price
	ING Solution		Diversified Mid	ING T. Rowe	ING Templeton
	Income		Cap Growth	Price Growth	Foreign Equity	ING Thornburg
	Portfolio -		Portfolio -	Equity Portfolio	Portfolio -	Value Portfolio
	Service Class		Service Class	- Service Class	Service Class	- Initial Class
Net investment income (loss)
Income:
Dividends	$ 17		$ -	$ 28	$ 840	$ 13
Total investment income		17	-	28	840	13
Expenses:
Mortality, expense risk
and other charges		24	24	220	1,170	46
Annual administrative charges		-	-	4	16	1
Minimum death benefit guarantee charges		-	-	-	-	-
Contingent deferred sales charges		-	-	2	20	3
Other contract charges		1	3	39	260	1
Amortization of deferred charges		-	-	-	-	-
Total expenses		25	27	265	1,466	51
Net investment income (loss)		(8)	(27)	(237)	(626)	(38)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		11	100	848	4,815	304
Capital gains distributions		2	222	613	835	-
Total realized gain (loss) on investments
and capital gains distributions		13	322	1,461	5,650	304
Net unrealized appreciation
(depreciation) of investments		76	(52)	(982)	160	(91)
Net realized and unrealized gain (loss)
on investments		89	270	479	5,810	213
Net increase (decrease) in net assets
resulting from operations	$ 81		$ 243	$ 242	$ 5,184	$ 175

The accompanying notes are an integral part of these financial statements.

71

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

			ING UBS U.S.	ING Van	ING Van
		ING UBS U.S.	Small Cap	Kampen	Kampen Equity
	ING Thornburg	Large Cap	Growth	Comstock	and Income
	Value Portfolio	Equity Portfolio	Portfolio -	Portfolio -	Portfolio -
	- Service Class	- Service Class	Service Class	Service Class	Initial Class
Net investment income (loss)
Income:
Dividends	$ 76	$ 123	$ -	$ 2,761	$ 92
Total investment income	76	123	-	2,761	92
Expenses:
Mortality, expense risk
and other charges	281	323	81	4,013	31
Annual administrative charges	4	4	1	43	13
Minimum death benefit guarantee charges	-	-	-	-	-
Contingent deferred sales charges	4	18	1	43	9
Other contract charges	62	71	21	1,111	250
Amortization of deferred charges	-	-	-	-	-
Total expenses	351	416	104	5,210	303
Net investment income (loss)	(275)	(293)	(104)	(2,449)	(211)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	1,028	1,645	194	5,345	70
Capital gains distributions	-	-	170	6,121	104
Total realized gain (loss) on investments
and capital gains distributions	1,028	1,645	364	11,466	174
Net unrealized appreciation
(depreciation) of investments	214	(1,277)	(103)	(19,509)	(133)
Net realized and unrealized gain (loss)
on investments	1,242	368	261	(8,043)	41
Net increase (decrease) in net assets
resulting from operations	$ 967	$ 75	$ 157	$ (10,492)	$ (170)

The accompanying notes are an integral part of these financial statements.

72

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

		ING VP	ING VP	ING VP
	ING Van	Strategic	Strategic	Strategic	ING VP
	Kampen Equity	Allocation	Allocation	Allocation	Growth and
	and Income	Conservative	Growth	Moderate	Income
	Portfolio -	Portfolio - Class	Portfolio - Class	Portfolio - Class	Portfolio - Class
	Service Class	S	S	S	I
Net investment income (loss)
Income:
Dividends	$ 1,565	$ 27	$ 5	$ 16	$ 2
Total investment income	1,565	27	5	16	2
Expenses:
Mortality, expense risk
and other charges	1,145	10	3	8	-
Annual administrative charges	-	-	-	-	-
Minimum death benefit guarantee charges	-	-	-	-	-
Contingent deferred sales charges	-	1	-	-	-
Other contract charges	7	14	-	1	-
Amortization of deferred charges	-	-	-	-	-
Total expenses	1,152	25	3	9	-
Net investment income (loss)	413	2	2	7	2
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	763	3	4	6	-
Capital gains distributions	1,924	21	18	29	-
Total realized gain (loss) on investments
and capital gains distributions	2,687	24	22	35	-
Net unrealized appreciation
(depreciation) of investments	(2,862)	4	(17)	(12)	-
Net realized and unrealized gain (loss)
on investments	(175)	28	5	23	-
Net increase (decrease) in net assets
resulting from operations	$ 238	$ 30	$ 7	$ 30	$ 2

The accompanying notes are an integral part of these financial statements.

73

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

	ING VP
	Growth and
	Income	ING GET U.S.	ING GET U.S.	ING GET U.S.	ING GET U.S.
	Portfolio - Class	Core Portfolio -	Core Portfolio -	Core Portfolio -	Core Portfolio -
	S	Series 1	Series 2	Series 3	Series 4
Net investment income (loss)
Income:
Dividends	$ 100	$ 2,099	$ 1,680	$ 1,440	$ 1,254
Total investment income	100	2,099	1,680	1,440	1,254
Expenses:
Mortality, expense risk
and other charges	54	1,689	1,170	1,160	894
Annual administrative charges	-	26	16	17	12
Minimum death benefit guarantee charges	-	-	-	-	-
Contingent deferred sales charges	-	132	77	76	42
Other contract charges	4	1	1	-	2
Amortization of deferred charges	-	-	-	-	-
Total expenses	58	1,848	1,264	1,253	950
Net investment income (loss)	42	251	416	187	304
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	213	954	539	964	1,145
Capital gains distributions	-	1,481	466	20	974
Total realized gain (loss) on investments
and capital gains distributions	213	2,435	1,005	984	2,119
Net unrealized appreciation
(depreciation) of investments	43	(1,124)	(14)	401	(1,606)
Net realized and unrealized gain (loss)
on investments	256	1,311	991	1,385	513
Net increase (decrease) in net assets
resulting from operations	$ 298	$ 1,562	$ 1,407	$ 1,572	$ 817

The accompanying notes are an integral part of these financial statements.

74

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

	ING GET U.S.	ING GET U.S.	ING GET U.S.	ING GET U.S.	ING GET U.S.
	Core Portfolio -	Core Portfolio -	Core Portfolio -	Core Portfolio -	Core Portfolio -
	Series 5	Series 6	Series 7	Series 8	Series 9
Net investment income (loss)
Income:
Dividends	$ 462	$ 680	$ 497	$ 237	$ 228
Total investment income	462	680	497	237	228
Expenses:
Mortality, expense risk
and other charges	563	577	408	212	172
Annual administrative charges	7	7	5	3	2
Minimum death benefit guarantee charges	-	-	-	-	-
Contingent deferred sales charges	32	49	32	6	23
Other contract charges	-	-	-	-	-
Amortization of deferred charges	-	-	-	-	-
Total expenses	602	633	445	221	197
Net investment income (loss)	(140)	47	52	16	31
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	519	510	702	117	255
Capital gains distributions	1,189	1,499	647	460	235
Total realized gain (loss) on investments
and capital gains distributions	1,708	2,009	1,349	577	490
Net unrealized appreciation
(depreciation) of investments	(1,500)	(1,723)	(1,071)	(422)	(329)
Net realized and unrealized gain (loss)
on investments	208	286	278	155	161
Net increase (decrease) in net assets
resulting from operations	$ 68	$ 333	$ 330	$ 171	$ 192

The accompanying notes are an integral part of these financial statements.

75

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

	ING GET U.S.	ING GET U.S.	ING GET U.S.	ING GET U.S.	ING GET U.S.
	Core Portfolio -	Core Portfolio -	Core Portfolio -	Core Portfolio -	Core Portfolio -
	Series 10	Series 11	Series 12	Series 13	Series 14
Net investment income (loss)
Income:
Dividends	$ 147	$ 325	$ 57	$ 291	$ -
Total investment income	147	325	57	291	-
Expenses:
Mortality, expense risk
and other charges	163	217	89	889	1,187
Annual administrative charges	2	2	1	13	26
Minimum death benefit guarantee charges	-	-	-	-	-
Contingent deferred sales charges	19	12	14	89	216
Other contract charges	-	-	-	-	-
Amortization of deferred charges	-	-	-	-	-
Total expenses	184	231	104	991	1,429
Net investment income (loss)	(37)	94	(47)	(700)	(1,429)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	240	188	116	557	296
Capital gains distributions	159	179	109	1	-
Total realized gain (loss) on investments
and capital gains distributions	399	367	225	558	296
Net unrealized appreciation
(depreciation) of investments	(241)	(446)	(135)	1,491	1,936
Net realized and unrealized gain (loss)
on investments	158	(79)	90	2,049	2,232
Net increase (decrease) in net assets
resulting from operations	$ 121	$ 15	$ 43	$ 1,349	$ 803

The accompanying notes are an integral part of these financial statements.

76

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

		ING VP Global
	ING VP Global	Science and	ING VP	ING VP Index	ING VP Index
	Equity	Technology	Growth	Plus LargeCap	Plus MidCap
	Dividend	Portfolio - Class	Portfolio - Class	Portfolio - Class	Portfolio - Class
	Portfolio	S	S	S	S
Net investment income (loss)
Income:
Dividends	$ 2,560	$ -	$ 1	$ 1,733	$ 1,096
Total investment income	2,560	-	1	1,733	1,096
Expenses:
Mortality, expense risk
and other charges	991	7	3	3,774	3,962
Annual administrative charges	15	-	-	48	47
Minimum death benefit guarantee charges	-	-	-	-	-
Contingent deferred sales charges	36	-	-	216	71
Other contract charges	242	2	-	888	908
Amortization of deferred charges	-	-	-	-	-
Total expenses	1,284	9	3	4,926	4,988
Net investment income (loss)	1,276	(9)	(2)	(3,193)	(3,892)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	5,151	16	21	13,187	6,753
Capital gains distributions	4,803	-	-	-	16,305
Total realized gain (loss) on investments
and capital gains distributions	9,954	16	21	13,187	23,058
Net unrealized appreciation
(depreciation) of investments	(10,566)	92	29	(4,826)	(13,818)
Net realized and unrealized gain (loss)
on investments	(612)	108	50	8,361	9,240
Net increase (decrease) in net assets
resulting from operations	$ 664	$ 99	$ 48	$ 5,168	$ 5,348

The accompanying notes are an integral part of these financial statements.

77

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

					ING VP
	ING VP Index	ING VP	ING VP Small	ING VP Value	Financial
	Plus SmallCap	International	Company	Opportunity	Services
	Portfolio - Class	Equity Portfolio	Portfolio - Class	Portfolio - Class	Portfolio - Class
	S	- Class S	S	S	S
Net investment income (loss)
Income:
Dividends	$ 233	$ 41	$ -	$ 368	$ 1,173
Total investment income	233	41	-	368	1,173
Expenses:
Mortality, expense risk
and other charges	3,255	10	25	420	1,415
Annual administrative charges	33	-	-	7	18
Minimum death benefit guarantee charges	-	-	-	-	-
Contingent deferred sales charges	64	-	-	16	31
Other contract charges	769	2	2	71	379
Amortization of deferred charges	-	-	-	-	-
Total expenses	4,121	12	27	514	1,843
Net investment income (loss)	(3,888)	29	(27)	(146)	(670)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	4,771	(25)	48	735	4,276
Capital gains distributions	18,715	160	341	-	4,518
Total realized gain (loss) on investments
and capital gains distributions	23,486	135	389	735	8,794
Net unrealized appreciation
(depreciation) of investments	(35,463)	(119)	(286)	(334)	(19,968)
Net realized and unrealized gain (loss)
on investments	(11,977)	16	103	401	(11,174)
Net increase (decrease) in net assets
resulting from operations	$ (15,865)	$ 45	$ 76	$ 255	$ (11,844)

The accompanying notes are an integral part of these financial statements.

78

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

		ING VP		ING VP
	ING VP	MidCap		SmallCap	ING VP
	International	Opportunities	ING VP Real	Opportunities	Balanced
	Value Portfolio	Portfolio - Class	Estate Portfolio	Portfolio - Class	Portfolio - Class
	- Class S	S	- Class S	S	S
Net investment income (loss)
Income:
Dividends	$ 158	$ -	$ 230	$ -	$ 251
Total investment income	158	-	230	-	251
Expenses:
Mortality, expense risk
and other charges	100	446	83	1,951	134
Annual administrative charges	1	8	-	31	1
Minimum death benefit guarantee charges	-	-	-	-	-
Contingent deferred sales charges	-	6	-	37	6
Other contract charges	13	115	1	562	6
Amortization of deferred charges	-	-	-	-	-
Total expenses	114	575	84	2,581	147
Net investment income (loss)	44	(575)	146	(2,581)	104
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	184	1,752	227	13,167	106
Capital gains distributions	1,726	-	328	-	401
Total realized gain (loss) on investments
and capital gains distributions	1,910	1,752	555	13,167	507
Net unrealized appreciation
(depreciation) of investments	(904)	4,194	(2,423)	(1,917)	(233)
Net realized and unrealized gain (loss)
on investments	1,006	5,946	(1,868)	11,250	274
Net increase (decrease) in net assets
resulting from operations	$ 1,050	$ 5,371	$ (1,722)	$ 8,669	$ 378

The accompanying notes are an integral part of these financial statements.

79

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

		Legg Mason
		Partners
		Variable		Legg Mason		Legg Mason	Legg Mason
	ING VP	International		Partners		Partners	Partners
	Intermediate	All Cap		Variable		Variable Large	Variable High
	Bond Portfolio -	Opportunity		Investors		Cap Value	Income
	Class S	Portfolio		Portfolio		Portfolio	Portfolio
Net investment income (loss)
Income:
Dividends	$ 38,141	$ 1		$ 2		$ 1	$ 10
Total investment income	38,141		1		2	1	10
Expenses:
Mortality, expense risk
and other charges	14,782		2		2	1	2
Annual administrative charges	171		-		-	-	-
Minimum death benefit guarantee charges	-		-		-	-	-
Contingent deferred sales charges	222		-		-	-	-
Other contract charges	3,874		-		-	-	-
Amortization of deferred charges	1		-		-	-	-
Total expenses	19,050		2		2	1	2
Net investment income (loss)	19,091		(1)		-	-	8
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(1,995)		(9)		-	62	4
Capital gains distributions	-		52		5	-	-
Total realized gain (loss) on investments
and capital gains distributions	(1,995)		43		5	62	4
Net unrealized appreciation
(depreciation) of investments	12,314		(36)		(9)	(49)	(13)
Net realized and unrealized gain (loss)
on investments	10,319		7		(4)	13	(9)
Net increase (decrease) in net assets
resulting from operations	$ 29,410	$ 6		$ (4)		$ 13	$ (1)

The accompanying notes are an integral part of these financial statements.

80

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

	Legg Mason	Oppenheimer	PIMCO Real
	Partners	Main Street	Return		Pioneer Equity	Pioneer Small
	Variable Money	Small Cap	Portfolio -		Income VCT	Cap Value VCT
	Market	Fund®/VA -	Administrative		Portfolio - Class	Portfolio - Class
	Portfolio	Service Class	Class		II	II
Net investment income (loss)
Income:
Dividends	$ 2	$ 2	$ 79		$ 341	$ 30
Total investment income	2	2		79	341	30
Expenses:
Mortality, expense risk
and other charges	1	11		17	138	95
Annual administrative charges	-	-		-	1	1
Minimum death benefit guarantee charges	-	-		-	-	-
Contingent deferred sales charges	33	-		-	-	4
Other contract charges	-	3		1	18	3
Amortization of deferred charges	-	-		-	-	-
Total expenses	34	14		18	157	103
Net investment income (loss)	(32)	(12)		61	184	(73)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	-	12		(25)	339	(156)
Capital gains distributions	-	33		5	430	1,371
Total realized gain (loss) on investments
and capital gains distributions	-	45		(20)	769	1,215
Net unrealized appreciation
(depreciation) of investments	-	(100)		127	(1,434)	(1,600)
Net realized and unrealized gain (loss)
on investments	-	(55)		107	(665)	(385)
Net increase (decrease) in net assets
resulting from operations	$ (32)	$ (67)	$ 168		$ (481)	$ (458)

The accompanying notes are an integral part of these financial statements.

81

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

					Wells Fargo
			ProFund VP		Advantage
	ProFund VP	ProFund VP	Rising Rates	ProFund VP	Asset Allocation
	Bull	Europe 30	Opportunity	Small-Cap	Fund
Net investment income (loss)
Income:
Dividends	$ 193	$ 542	$ 2,073	$ 551	$ 76
Total investment income	193	542	2,073	551	76
Expenses:
Mortality, expense risk
and other charges	737	471	706	1,441	60
Annual administrative charges	11	6	8	18	1
Minimum death benefit guarantee charges	-	-	-	-	-
Contingent deferred sales charges	18	8	12	32	1
Other contract charges	160	124	144	386	21
Amortization of deferred charges	-	-	-	-	-
Total expenses	926	609	870	1,877	83
Net investment income (loss)	(733)	(67)	1,203	(1,326)	(7)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	3,163	2,315	71	2,821	64
Capital gains distributions	425	221	-	10,698	54
Total realized gain (loss) on investments
and capital gains distributions	3,588	2,536	71	13,519	118
Net unrealized appreciation
(depreciation) of investments	(1,667)	796	(3,446)	(14,654)	53
Net realized and unrealized gain (loss)
on investments	1,921	3,332	(3,375)	(1,135)	171
Net increase (decrease) in net assets
resulting from operations	$ 1,188	$ 3,265	$ (2,172)	$ (2,461)	$ 164

The accompanying notes are an integral part of these financial statements.

82

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

	Wells Fargo			Wells Fargo
	Advantage	Wells Fargo		Advantage		Wells Fargo		Wells Fargo
	C&B Large	Advantage		Large		Advantage		Advantage
	Cap Value	Equity Income		Company		Money Market		Small Cap
	Fund	Fund		Growth Fund		Fund		Growth Fund
Net investment income (loss)
Income:
Dividends	$ 6	$ 16		$ -		$ 10		$ -
Total investment income	6		16		-		10	-
Expenses:
Mortality, expense risk
and other charges	10		21		54		4	17
Annual administrative charges	-		-		-		-	-
Minimum death benefit guarantee charges	-		-		-		-	-
Contingent deferred sales charges	-		-		1		2	-
Other contract charges	3		5		16		1	5
Amortization of deferred charges	-		-		-		-	-
Total expenses	13		26		71		7	22
Net investment income (loss)	(7)		(10)		(71)		3	(22)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	15		33		65		-	43
Capital gains distributions	-		70		-		-	137
Total realized gain (loss) on investments
and capital gains distributions	15		103		65		-	180
Net unrealized appreciation
(depreciation) of investments	(25)		(87)		143		-	(66)
Net realized and unrealized gain (loss)
on investments	(10)		16		208		-	114
Net increase (decrease) in net assets
resulting from operations	$ (17)	$ 6		$ 137		$ 3		$ 92

The accompanying notes are an integral part of these financial statements.

83

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Operations
For the year ended December 31, 2007
(Dollars in thousands)

		Wells Fargo
		Advantage
		Total Return
		Bond Fund
Net investment income (loss)
Income:
Dividends		$ 62
Total investment income		62
Expenses:
Mortality, expense risk
and other charges		24
Annual administrative charges		-
Minimum death benefit guarantee charges		-
Contingent deferred sales charges		1
Other contract charges		7
Amortization of deferred charges		-
Total expenses		32
Net investment income (loss)		30
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(4)
Capital gains distributions		-
Total realized gain (loss) on investments
and capital gains distributions		(4)
Net unrealized appreciation
(depreciation) of investments		23
Net realized and unrealized gain (loss)
on investments		19
Net increase (decrease) in net assets
resulting from operations		$ 49

The accompanying notes are an integral part of these financial statements.

84

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

			Columbia	Columbia
		Columbia Asset	Federal	Large Cap
	AIM V.I.	Allocation	Securities Fund,	Growth Fund,
	Leisure Fund -	Fund, Variable	Variable Series	Variable Series
	Series I Shares	Series - Class A	- Class A	- Class A
Net assets at January 1, 2006	$ 53,911	$ 523	$ 85	$ 515
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(608)	5	4	(6)
Total realized gain (loss) on investments
and capital gains distributions	5,757	40	-	3
Net unrealized appreciation (depreciation)
of investments	4,848	5	(1)	45
Net increase (decrease) in net assets from operations	9,997	50	3	42
Changes from principal transactions:
Premiums	2,335	-	-	-
Surrenders and withdrawals	(13,353)	(27)	(6)	(8)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(463)	(8)	-	(2)
Transfers between Divisions
(including fixed account), net	(10)	2	(1)	-
Increase (decrease) in net assets derived from
principal transactions	(11,491)	(33)	(7)	(10)
Total increase (decrease) in net assets	(1,494)	17	(4)	32
Net assets at December 31, 2006	52,417	540	81	547
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(388)	6	4	(6)
Total realized gain (loss) on investments
and capital gains distributions	5,332	66	-	25
Net unrealized appreciation (depreciation)
of investments	(5,956)	(32)	1	48
Net increase (decrease) in net assets from operations	(1,012)	40	5	67
Changes from principal transactions:
Premiums	78	-	-	-
Surrenders and withdrawals	(8,809)	98	(5)	(118)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(375)	(10)	-	(12)
Transfers between Divisions
(including fixed account), net	6	-	(1)	-
Increase (decrease) in net assets derived from
principal transactions	(9,100)	88	(6)	(130)
Total increase (decrease) in net assets	(10,112)	128	(1)	(63)
Net assets at December 31, 2007	$ 42,305	$ 668	$ 80	$ 484

The accompanying notes are an integral part of these financial statements.

85

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

		Columbia Small
	Columbia Small	Company	Fidelity® VIP	Fidelity® VIP
	Cap Value	Growth Fund,	Equity-Income	Contrafund®
	Fund, Variable	Variable Series	Portfolio -	Portfolio -
	Series - Class B	- Class A	Service Class 2	Service Class 2
Net assets at January 1, 2006	$ 348,817	$ 78	$ 276,545	$ 267,908
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(7,205)	(1)	2,725	(4,188)
Total realized gain (loss) on investments
and capital gains distributions	33,762	2	45,209	51,769
Net unrealized appreciation (depreciation)
of investments	25,822	7	3,831	(10,078)
Net increase (decrease) in net assets from operations	52,379	8	51,765	37,503
Changes from principal transactions:
Premiums	24,729	-	34,881	206,130
Surrenders and withdrawals	(88,211)	(3)	15,791	51,996
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(2,488)	-	(2,948)	(2,360)
Transfers between Divisions
(including fixed account), net	(49)	(1)	(11)	74
Increase (decrease) in net assets derived from
principal transactions	(66,019)	(4)	47,713	255,840
Total increase (decrease) in net assets	(13,640)	4	99,478	293,343
Net assets at December 31, 2006	335,177	82	376,023	561,251
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(6,366)	(1)	(2,129)	(8,452)
Total realized gain (loss) on investments
and capital gains distributions	51,799	6	47,017	223,955
Net unrealized appreciation (depreciation)
of investments	(57,677)	5	(48,769)	(120,604)
Net increase (decrease) in net assets from operations	(12,244)	10	(3,881)	94,899
Changes from principal transactions:
Premiums	324	-	54,218	205,156
Surrenders and withdrawals	(64,022)	(2)	(50,474)	65,907
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(2,329)	-	(2,523)	(4,754)
Transfers between Divisions
(including fixed account), net	(17)	1	24	128
Increase (decrease) in net assets derived from
principal transactions	(66,044)	(1)	1,245	266,437
Total increase (decrease) in net assets	(78,288)	9	(2,636)	361,336
Net assets at December 31, 2007	$ 256,889	$ 91	$ 373,387	$ 922,587

The accompanying notes are an integral part of these financial statements.

86

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

	Franklin Small
	Cap Value	Mutual Shares
	Securities Fund	Securities Fund	ING GET Fund	ING GET Fund
	- Class 2	- Class 2	- Series Q	- Series R
Net assets at January 1, 2006	$ 2,400	$ -	$ 80,727	$ 83,419
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(15)	(406)	1,366	1,052
Total realized gain (loss) on investments
and capital gains distributions	268	139	226	2,044
Net unrealized appreciation (depreciation)
of investments	258	5,098	641	193
Net increase (decrease) in net assets from operations	511	4,831	2,233	3,289
Changes from principal transactions:
Premiums	2,732	29,138	(41)	(38)
Surrenders and withdrawals	(78)	43,288	(18,031)	(15,583)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	-	(109)	(1,320)	(1,184)
Transfers between Divisions
(including fixed account), net	(2)	(2)	(1)	(2)
Increase (decrease) in net assets derived from
principal transactions	2,652	72,315	(19,393)	(16,807)
Total increase (decrease) in net assets	3,163	77,146	(17,160)	(13,518)
Net assets at December 31, 2006	5,563	77,146	63,567	69,901
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(43)	247	2,286	2,051
Total realized gain (loss) on investments
and capital gains distributions	672	4,763	(1,068)	1,468
Net unrealized appreciation (depreciation)
of investments	(1,114)	(5,098)	(1,323)	(1,525)
Net increase (decrease) in net assets from operations	(485)	(88)	(105)	1,994
Changes from principal transactions:
Premiums	4,368	27,427	(26)	(36)
Surrenders and withdrawals	(883)	(103,889)	(62,947)	(71,815)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(16)	(599)	(488)	(44)
Transfers between Divisions
(including fixed account), net	1	3	(1)	-
Increase (decrease) in net assets derived from
principal transactions	3,470	(77,058)	(63,462)	(71,895)
Total increase (decrease) in net assets	2,985	(77,146)	(63,567)	(69,901)
Net assets at December 31, 2007	$ 8,548	$ -	$ -	$ -

The accompanying notes are an integral part of these financial statements.

87

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

	ING GET Fund	ING GET Fund	ING GET Fund	ING GET Fund
	- Series S	- Series T	- Series U	- Series V
Net assets at January 1, 2006	$ 96,724	$ 104,417	$ 117,807	$ 177,886
Increase (decrease) in net assets
Operations:
Net investment income (loss)	824	814	442	254
Total realized gain (loss) on investments
and capital gains distributions	1,168	1,750	602	(798)
Net unrealized appreciation (depreciation)
of investments	2,037	1,143	3,532	3,194
Net increase (decrease) in net assets from operations	4,029	3,707	4,576	2,650
Changes from principal transactions:
Premiums	(30)	(58)	(43)	(119)
Surrenders and withdrawals	(22,780)	(25,045)	(35,648)	(58,931)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(737)	(1,510)	(1,639)	(2,685)
Transfers between Divisions
(including fixed account), net	2	(2)	8	1
Increase (decrease) in net assets derived from
principal transactions	(23,545)	(26,615)	(37,322)	(61,734)
Total increase (decrease) in net assets	(19,516)	(22,908)	(32,746)	(59,084)
Net assets at December 31, 2006	77,208	81,509	85,061	118,802
Increase (decrease) in net assets
Operations:
Net investment income (loss)	1,933	1,918	141	140
Total realized gain (loss) on investments
and capital gains distributions	2,399	8	1,617	484
Net unrealized appreciation (depreciation)
of investments	(2,649)	(957)	(288)	2,246
Net increase (decrease) in net assets from operations	1,683	969	1,470	2,870
Changes from principal transactions:
Premiums	(86)	(154)	(58)	(113)
Surrenders and withdrawals	(78,090)	(81,353)	(14,178)	(24,758)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(712)	(968)	(1,528)	(1,074)
Transfers between Divisions
(including fixed account), net	(3)	(3)	9	(2)
Increase (decrease) in net assets derived from
principal transactions	(78,891)	(82,478)	(15,755)	(25,947)
Total increase (decrease) in net assets	(77,208)	(81,509)	(14,285)	(23,077)
Net assets at December 31, 2007	$ -	$ -	$ 70,776	$ 95,725

The accompanying notes are an integral part of these financial statements.

88

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

	ING	ING
	AllianceBernstein	AllianceBernstein		ING American
	Mid Cap Growth	Mid Cap Growth	ING American	Funds Growth-
	Portfolio - Service	Portfolio - Service 2	Funds Growth	Income
	Class	Class	Portfolio	Portfolio
Net assets at January 1, 2006	$ 465,921	$ 17,341	$ 1,516,773	$ 1,031,247
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(9,053)	(457)	(36,606)	(18,454)
Total realized gain (loss) on investments
and capital gains distributions	97,959	2,845	9,422	7,901
Net unrealized appreciation (depreciation)
of investments	(94,836)	(2,701)	150,937	149,603
Net increase (decrease) in net assets from operations	(5,930)	(313)	123,753	139,050
Changes from principal transactions:
Premiums	36,365	2,756	408,391	261,877
Surrenders and withdrawals	(65,404)	(844)	(58,627)	(48,049)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(7,471)	(125)	(11,198)	(10,033)
Transfers between Divisions
(including fixed account), net	(23)	(8)	(73)	26
Increase (decrease) in net assets derived from
principal transactions	(36,533)	1,779	338,493	203,821
Total increase (decrease) in net assets	(42,463)	1,466	462,246	342,871
Net assets at December 31, 2006	423,458	18,807	1,979,019	1,374,118
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(8,361)	(466)	(44,935)	(19,201)
Total realized gain (loss) on investments
and capital gains distributions	63,913	1,656	41,143	43,595
Net unrealized appreciation (depreciation)
of investments	(22,763)	272	184,268	221
Net increase (decrease) in net assets from operations	32,789	1,462	180,476	24,615
Changes from principal transactions:
Premiums	28,496	396	410,477	290,323
Surrenders and withdrawals	(43,890)	(1,516)	(96,580)	(80,753)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(9,281)	(273)	(17,665)	(13,629)
Transfers between Divisions
(including fixed account), net	110	(8)	39	334
Increase (decrease) in net assets derived from
principal transactions	(24,565)	(1,401)	296,271	196,275
Total increase (decrease) in net assets	8,224	61	476,747	220,890
Net assets at December 31, 2007	$ 431,682	$ 18,868	$ 2,455,766	$ 1,595,008

The accompanying notes are an integral part of these financial statements.

89

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

		ING BlackRock
		Large Cap	ING BlackRock
	ING American	Growth	Large Cap	ING BlackRock
	Funds	Portfolio -	Growth	Large Cap
	International	Institutional	Portfolio -	Value Portfolio
	Portfolio	Class	Service Class	- Service Class
Net assets at January 1, 2006	$ 683,490	$ -	$ 151,911	$ 42,124
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(13,251)	-	(3,154)	(1,017)
Total realized gain (loss) on investments
and capital gains distributions	13,394	-	11,812	3,666
Net unrealized appreciation (depreciation)
of investments	129,485	-	(1,992)	4,627
Net increase (decrease) in net assets from operations	129,628	-	6,666	7,276
Changes from principal transactions:
Premiums	228,593	-	7,522	13,483
Surrenders and withdrawals	44,708	-	(18,705)	8,166
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(8,234)	-	(1,836)	(503)
Transfers between Divisions
(including fixed account), net	124	-	(35)	(7)
Increase (decrease) in net assets derived from
principal transactions	265,191	-	(13,054)	21,139
Total increase (decrease) in net assets	394,819	-	(6,388)	28,415
Net assets at December 31, 2006	1,078,309	-	145,523	70,539
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(16,815)	(2)	(3,393)	(1,336)
Total realized gain (loss) on investments
and capital gains distributions	52,427	-	3,017	8,082
Net unrealized appreciation (depreciation)
of investments	153,243	(4)	6,394	(4,970)
Net increase (decrease) in net assets from operations	188,855	(6)	6,018	1,776
Changes from principal transactions:
Premiums	285,023	-	18,670	3,244
Surrenders and withdrawals	5,307	250	(15,086)	(17,295)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(9,664)	-	(1,619)	(703)
Transfers between Divisions
(including fixed account), net	170	-	1	(9)
Increase (decrease) in net assets derived from
principal transactions	280,836	250	1,966	(14,763)
Total increase (decrease) in net assets	469,691	244	7,984	(12,987)
Net assets at December 31, 2007	$ 1,548,000	$ 244	$ 153,507	$ 57,552

The accompanying notes are an integral part of these financial statements.

90

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

	ING BlackRock	ING Capital	ING Capital	ING Capital
	Large Cap	Guardian	Guardian	Guardian U.S.
	Value Portfolio	Small/Mid Cap	Small/Mid Cap	Equities
	- Service 2	Portfolio -	Portfolio -	Portfolio -
	Class	Service Class	Service 2 Class	Service Class
Net assets at January 1, 2006	$ 3,132	$ 455,371	$ 9,138	$ 595,801
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(74)	(6,968)	(197)	(9,638)
Total realized gain (loss) on investments
and capital gains distributions	154	34,105	306	59,337
Net unrealized appreciation (depreciation)
of investments	383	16,487	774	(5,967)
Net increase (decrease) in net assets from operations	463	43,624	883	43,732
Changes from principal transactions:
Premiums	657	9,367	416	18,090
Surrenders and withdrawals	351	(84,331)	(979)	(89,374)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(44)	(6,389)	(59)	(6,942)
Transfers between Divisions
(including fixed account), net	-	(39)	(4)	7
Increase (decrease) in net assets derived from
principal transactions	964	(81,392)	(626)	(78,219)
Total increase (decrease) in net assets	1,427	(37,768)	257	(34,487)
Net assets at December 31, 2006	4,559	417,603	9,395	561,314
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(104)	(2,132)	(71)	(8,446)
Total realized gain (loss) on investments
and capital gains distributions	304	151,837	2,169	72,900
Net unrealized appreciation (depreciation)
of investments	(118)	(123,647)	(1,522)	(74,174)
Net increase (decrease) in net assets from operations	82	26,058	576	(9,720)
Changes from principal transactions:
Premiums	32	117	-	12,772
Surrenders and withdrawals	(358)	(441,375)	(9,966)	(91,416)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(11)	(2,406)	(4)	(7,506)
Transfers between Divisions
(including fixed account), net	(1)	3	(1)	(8)
Increase (decrease) in net assets derived from
principal transactions	(338)	(443,661)	(9,971)	(86,158)
Total increase (decrease) in net assets	(256)	(417,603)	(9,395)	(95,878)
Net assets at December 31, 2007	$ 4,303	$ -	$ -	$ 465,436

The accompanying notes are an integral part of these financial statements.

91

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

	ING Capital
	Guardian U.S.	ING	ING		ING Evergreen
	Equities	EquitiesPlus	EquitiesPlus		Health Sciences
	Portfolio -	Portfolio -	Portfolio -		Portfolio -
	Service 2 Class	Service Class	Service 2 Class		Service Class
Net assets at January 1, 2006	$ 10,963	$ -	$ -		$ 160,600
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(222)	(1,622)		-	(3,977)
Total realized gain (loss) on investments
and capital gains distributions	1,214	223		-	4,245
Net unrealized appreciation (depreciation)
of investments	(206)	9,868		3	18,675
Net increase (decrease) in net assets from operations	786	8,469		3	18,943
Changes from principal transactions:
Premiums	362	646		30	22,996
Surrenders and withdrawals	(856)	119,036		-	(8,484)
Cost of insurance and administrative charges	-	-		-	-
Benefit payments	(154)	(1,724)		-	(1,839)
Transfers between Divisions
(including fixed account), net	(2)	-		-	10
Increase (decrease) in net assets derived from
principal transactions	(650)	117,958		30	12,683
Total increase (decrease) in net assets	136	126,427		33	31,626
Net assets at December 31, 2006	11,099	126,427		33	192,226
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(205)	2,048		-	(4,246)
Total realized gain (loss) on investments
and capital gains distributions	1,618	8,209		2	13,809
Net unrealized appreciation (depreciation)
of investments	(1,587)	(8,556)		(2)	1,835
Net increase (decrease) in net assets from operations	(174)	1,701		-	11,398
Changes from principal transactions:
Premiums	92	1,752		-	23,085
Surrenders and withdrawals	(2,442)	(23,425)		-	(19,590)
Cost of insurance and administrative charges	-	-		-	-
Benefit payments	(72)	(4,054)		-	(1,463)
Transfers between Divisions
(including fixed account), net	(2)	1		-	(21)
Increase (decrease) in net assets derived from
principal transactions	(2,424)	(25,726)		-	2,011
Total increase (decrease) in net assets	(2,598)	(24,025)		-	13,409
Net assets at December 31, 2007	$ 8,501	$ 102,402	$ 33		$ 205,635

The accompanying notes are an integral part of these financial statements.

92

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

	ING Evergreen	ING Evergreen	ING FMR^SM	ING FMR^SM
	Omega	Omega	Diversified Mid Diversified Mid
	Portfolio -	Portfolio -	Cap Portfolio -	Cap Portfolio -
	Service Class	Service 2 Class	Service Class	Service 2 Class
Net assets at January 1, 2006	$ 7,994	$ 961	$ 569,837	$ 28,369
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(177)	(29)	(13,132)	(829)
Total realized gain (loss) on investments
and capital gains distributions	411	13	81,755	4,422
Net unrealized appreciation (depreciation)
of investments	117	52	(14,480)	(859)
Net increase (decrease) in net assets from operations	351	36	54,143	2,734
Changes from principal transactions:
Premiums	1,181	269	72,508	4,384
Surrenders and withdrawals	1,042	66	(61,575)	756
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(42)	-	(7,752)	(145)
Transfers between Divisions
(including fixed account), net	6	(1)	(82)	(8)
Increase (decrease) in net assets derived from
principal transactions	2,187	334	3,099	4,987
Total increase (decrease) in net assets	2,538	370	57,242	7,721
Net assets at December 31, 2006	10,532	1,331	627,079	36,090
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(192)	(34)	(18,320)	(1,087)
Total realized gain (loss) on investments
and capital gains distributions	483	59	58,263	1,785
Net unrealized appreciation (depreciation)
of investments	486	87	47,387	3,712
Net increase (decrease) in net assets from operations	777	112	87,330	4,410
Changes from principal transactions:
Premiums	460	44	63,636	733
Surrenders and withdrawals	(3,181)	(174)	294,810	6,060
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(60)	(11)	(10,999)	(213)
Transfers between Divisions
(including fixed account), net	(1)	(1)	140	(8)
Increase (decrease) in net assets derived from
principal transactions	(2,782)	(142)	347,587	6,572
Total increase (decrease) in net assets	(2,005)	(30)	434,917	10,982
Net assets at December 31, 2007	$ 8,527	$ 1,301	$ 1,061,996	$ 47,072

The accompanying notes are an integral part of these financial statements.

93

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

	ING FMR^SM	ING FMR^SM	ING FMR^SM
	Large Cap	Mid Cap	Mid Cap
	Growth	Growth	Growth	ING Focus 5
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Service 2 Class	Service Class
Net assets at January 1, 2006	$ 9,242	$ 552,840	$ 19,172	$ -
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(2,871)	(9,924)	(477)	-
Total realized gain (loss) on investments
and capital gains distributions	(1,314)	41,215	570	-
Net unrealized appreciation (depreciation)
of investments	147	(20,014)	230	-
Net increase (decrease) in net assets from operations	(4,038)	11,277	323	-
Changes from principal transactions:
Premiums	2,558	16,994	1,682	-
Surrenders and withdrawals	178,052	(99,221)	(1,363)	-
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(771)	(8,319)	(92)	-
Transfers between Divisions
(including fixed account), net	(18)	(40)	(4)	-
Increase (decrease) in net assets derived from
principal transactions	179,821	(90,586)	223	-
Total increase (decrease) in net assets	175,783	(79,309)	546	-
Net assets at December 31, 2006	185,025	473,531	19,718	-
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(3,855)	(8,624)	(475)	(28)
Total realized gain (loss) on investments
and capital gains distributions	1,259	45,430	651	126
Net unrealized appreciation (depreciation)
of investments	4,782	(37,664)	(407)	(2,310)
Net increase (decrease) in net assets from operations	2,186	(858)	(231)	(2,212)
Changes from principal transactions:
Premiums	4,533	4,388	327	68,220
Surrenders and withdrawals	(29,905)	(92,081)	(1,774)	33,534
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(1,229)	(7,528)	(121)	-
Transfers between Divisions
(including fixed account), net	33	109	-	(1)
Increase (decrease) in net assets derived from
principal transactions	(26,568)	(95,112)	(1,568)	101,753
Total increase (decrease) in net assets	(24,382)	(95,970)	(1,799)	99,541
Net assets at December 31, 2007	$ 160,643	$ 377,561	$ 17,919	$ 99,541

The accompanying notes are an integral part of these financial statements.

94

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

				ING Franklin
				Templeton
	ING Franklin	ING Franklin	ING Franklin	Founding
	Income	Income	Mutual Shares	Strategy
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service Class
Net assets at January 1, 2006	$ -	$ -	$ -	$ -
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(1,106)	(27)	-	-
Total realized gain (loss) on investments
and capital gains distributions	70	2	-	-
Net unrealized appreciation (depreciation)
of investments	8,850	191	-	-
Net increase (decrease) in net assets from operations	7,814	166	-	-
Changes from principal transactions:
Premiums	48,899	1,511	-	-
Surrenders and withdrawals	100,071	1,240	-	-
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(182)	-	-	-
Transfers between Divisions
(including fixed account), net	91	(1)	-	-
Increase (decrease) in net assets derived from
principal transactions	148,879	2,750	-	-
Total increase (decrease) in net assets	156,693	2,916	-	-
Net assets at December 31, 2006	156,693	2,916	-	-
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(2,903)	(88)	(1,728)	(3,032)
Total realized gain (loss) on investments
and capital gains distributions	4,924	126	2	(165)
Net unrealized appreciation (depreciation)
of investments	(5,414)	(205)	(455)	(10,625)
Net increase (decrease) in net assets from operations	(3,393)	(167)	(2,181)	(13,822)
Changes from principal transactions:
Premiums	109,305	872	53,844	408,324
Surrenders and withdrawals	82,850	5,448	148,367	126,300
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(3,427)	(48)	(623)	(178)
Transfers between Divisions
(including fixed account), net	48	(1)	78	(34)
Increase (decrease) in net assets derived from
principal transactions	188,776	6,271	201,666	534,412
Total increase (decrease) in net assets	185,383	6,104	199,485	520,590
Net assets at December 31, 2007	$ 342,076	$ 9,020	$ 199,485	$ 520,590

The accompanying notes are an integral part of these financial statements.

95

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

	ING Global	ING Global	ING Global	ING Global
	Real Estate	Real Estate	Resources	Resources
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service 2 Class
Net assets at January 1, 2006	$ -	$ -	$ 373,920	$ 22,547
Increase (decrease) in net assets
Operations:
Net investment income (loss)	862	12	(9,663)	(678)
Total realized gain (loss) on investments
and capital gains distributions	658	21	87,114	4,633
Net unrealized appreciation (depreciation)
of investments	7,217	170	(7,594)	347
Net increase (decrease) in net assets from operations	8,737	203	69,857	4,302
Changes from principal transactions:
Premiums	19,642	722	98,219	4,741
Surrenders and withdrawals	47,849	881	(8,387)	283
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(111)	-	(3,829)	(85)
Transfers between Divisions
(including fixed account), net	(4)	1	29	(7)
Increase (decrease) in net assets derived from
principal transactions	67,376	1,604	86,032	4,932
Total increase (decrease) in net assets	76,113	1,807	155,889	9,234
Net assets at December 31, 2006	76,113	1,807	529,809	31,781
Increase (decrease) in net assets
Operations:
Net investment income (loss)	1,025	4	(14,135)	(895)
Total realized gain (loss) on investments
and capital gains distributions	5,763	116	95,240	5,560
Net unrealized appreciation (depreciation)
of investments	(23,323)	(481)	83,891	4,867
Net increase (decrease) in net assets from operations	(16,535)	(361)	164,996	9,532
Changes from principal transactions:
Premiums	65,604	780	117,060	964
Surrenders and withdrawals	20,835	509	21,380	(961)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(633)	-	(5,246)	(141)
Transfers between Divisions
(including fixed account), net	11	1	48	(6)
Increase (decrease) in net assets derived from
principal transactions	85,817	1,290	133,242	(144)
Total increase (decrease) in net assets	69,282	929	298,238	9,388
Net assets at December 31, 2007	$ 145,395	$ 2,736	$ 828,047	$ 41,169

The accompanying notes are an integral part of these financial statements.

96

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

			ING	ING
			International	International
	ING Global	ING Global	Growth	Growth
	Technology	Technology	Opportunities	Opportunities
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service 2 Class
Net assets at January 1, 2006	$ 73,104	$ 5,748	$ 160,706	$ 10,090
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(1,687)	(157)	(484)	(93)
Total realized gain (loss) on investments
and capital gains distributions	9,774	760	30,734	1,940
Net unrealized appreciation (depreciation)
of investments	(3,019)	(258)	(2,607)	(117)
Net increase (decrease) in net assets from operations	5,068	345	27,643	1,730
Changes from principal transactions:
Premiums	10,444	493	180	2
Surrenders and withdrawals	(7,885)	249	(29,893)	(1,343)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(358)	(3)	(2,678)	(30)
Transfers between Divisions
(including fixed account), net	(16)	(3)	(14)	-
Increase (decrease) in net assets derived from
principal transactions	2,185	736	(32,405)	(1,371)
Total increase (decrease) in net assets	7,253	1,081	(4,762)	359
Net assets at December 31, 2006	80,357	6,829	155,944	10,449
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(2,120)	(167)	(1,217)	(154)
Total realized gain (loss) on investments
and capital gains distributions	2,637	174	36,139	2,299
Net unrealized appreciation (depreciation)
of investments	4,125	414	(12,310)	(598)
Net increase (decrease) in net assets from operations	4,642	421	22,612	1,547
Changes from principal transactions:
Premiums	18,087	195	76	2
Surrenders and withdrawals	27,350	(116)	(33,044)	(1,113)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(872)	(32)	(3,233)	(54)
Transfers between Divisions
(including fixed account), net	(7)	(1)	23	(8)
Increase (decrease) in net assets derived from
principal transactions	44,558	46	(36,178)	(1,173)
Total increase (decrease) in net assets	49,200	467	(13,566)	374
Net assets at December 31, 2007	$ 129,557	$ 7,296	$ 142,378	$ 10,823

The accompanying notes are an integral part of these financial statements.

97

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

			ING JPMorgan	ING JPMorgan
	ING Janus	ING Janus	Emerging	Emerging
	Contrarian	Contrarian	Markets Equity Markets Equity
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Adviser Class	Service Class
Net assets at January 1, 2006	$ 81,462	$ 3,755	$ 19,778	$ 305,326
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(1,994)	(108)	(542)	(6,573)
Total realized gain (loss) on investments
and capital gains distributions	12,369	347	1,464	41,525
Net unrealized appreciation (depreciation)
of investments	11,261	755	6,821	73,947
Net increase (decrease) in net assets from operations	21,636	994	7,743	108,899
Changes from principal transactions:
Premiums	26,712	1,531	6,330	88,616
Surrenders and withdrawals	21,032	987	1,537	4,616
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(1,277)	(31)	(105)	(4,716)
Transfers between Divisions
(including fixed account), net	101	(2)	(6)	26
Increase (decrease) in net assets derived from
principal transactions	46,568	2,485	7,756	88,542
Total increase (decrease) in net assets	68,204	3,479	15,499	197,441
Net assets at December 31, 2006	149,666	7,234	35,277	502,767
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(11,775)	(722)	(620)	(7,770)
Total realized gain (loss) on investments
and capital gains distributions	27,504	2,074	2,999	48,390
Net unrealized appreciation (depreciation)
of investments	37,721	1,190	9,866	148,973
Net increase (decrease) in net assets from operations	53,450	2,542	12,245	189,593
Changes from principal transactions:
Premiums	104,170	863	1,489	125,911
Surrenders and withdrawals	481,718	28,911	(958)	54,416
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(4,382)	(127)	(224)	(5,565)
Transfers between Divisions
(including fixed account), net	(7)	(10)	(16)	228
Increase (decrease) in net assets derived from
principal transactions	581,499	29,637	291	174,990
Total increase (decrease) in net assets	634,949	32,179	12,536	364,583
Net assets at December 31, 2007	$ 784,615	$ 39,413	$ 47,813	$ 867,350

The accompanying notes are an integral part of these financial statements.

98

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

		ING JPMorgan	ING JPMorgan	ING JPMorgan
	ING JPMorgan	Small Cap Core	Value	Value
	Small Cap Core	Equity Portfolio	Opportunities	Opportunities
	Equity Portfolio	- Service 2	Portfolio -	Portfolio -
	- Service Class	Class	Service Class	Service 2 Class
Net assets at January 1, 2006	$ 177,486	$ 45,409	$ 40,813	$ 864
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(4,782)	(1,245)	(726)	(21)
Total realized gain (loss) on investments
and capital gains distributions	13,087	2,732	1,650	21
Net unrealized appreciation (depreciation)
of investments	17,579	4,850	7,757	195
Net increase (decrease) in net assets from operations	25,884	6,337	8,681	195
Changes from principal transactions:
Premiums	39,631	6,055	7,539	352
Surrenders and withdrawals	(2,278)	(3,454)	13,509	298
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(1,225)	(234)	(622)	-
Transfers between Divisions
(including fixed account), net	(15)	(11)	26	1
Increase (decrease) in net assets derived from
principal transactions	36,113	2,356	20,452	651
Total increase (decrease) in net assets	61,997	8,693	29,133	846
Net assets at December 31, 2006	239,483	54,102	69,946	1,710
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(5,372)	(1,367)	(398)	(23)
Total realized gain (loss) on investments
and capital gains distributions	24,472	4,862	11,044	216
Net unrealized appreciation (depreciation)
of investments	(29,037)	(5,755)	(11,103)	(246)
Net increase (decrease) in net assets from operations	(9,937)	(2,260)	(457)	(53)
Changes from principal transactions:
Premiums	40,480	857	3,373	47
Surrenders and withdrawals	(31,253)	(1,226)	(30,858)	(31)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(2,366)	(503)	(542)	-
Transfers between Divisions
(including fixed account), net	(20)	(11)	8	1
Increase (decrease) in net assets derived from
principal transactions	6,841	(883)	(28,019)	17
Total increase (decrease) in net assets	(3,096)	(3,143)	(28,476)	(36)
Net assets at December 31, 2007	$ 236,387	$ 50,959	$ 41,470	$ 1,674

The accompanying notes are an integral part of these financial statements.

99

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

			ING Legg	ING Legg
	ING Julius	ING Julius	Mason Partners	Mason Partners
	Baer Foreign	Baer Foreign	All Cap	All Cap
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service 2 Class
Net assets at January 1, 2006	$ 356,543	$ 39,182	$ 370,733	$ 21,049
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(10,809)	(1,280)	(4,942)	(397)
Total realized gain (loss) on investments
and capital gains distributions	7,461	518	15,159	792
Net unrealized appreciation (depreciation)
of investments	114,470	12,502	42,449	2,977
Net increase (decrease) in net assets from operations	111,122	11,740	52,666	3,372
Changes from principal transactions:
Premiums	107,892	9,945	12,085	1,918
Surrenders and withdrawals	59,160	3,761	(60,290)	300
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(4,098)	(149)	(5,092)	(177)
Transfers between Divisions
(including fixed account), net	(1)	(10)	(29)	(6)
Increase (decrease) in net assets derived from
principal transactions	162,953	13,547	(53,326)	2,035
Total increase (decrease) in net assets	274,075	25,287	(660)	5,407
Net assets at December 31, 2006	630,618	64,469	370,073	26,456
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(16,720)	(1,749)	2,609	128
Total realized gain (loss) on investments
and capital gains distributions	78,973	6,978	128,034	6,388
Net unrealized appreciation (depreciation)
of investments	31,339	3,452	(113,907)	(5,324)
Net increase (decrease) in net assets from operations	93,592	8,681	16,736	1,192
Changes from principal transactions:
Premiums	177,018	2,735	3,091	124
Surrenders and withdrawals	12,612	(1,023)	(388,100)	(27,714)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(5,418)	(602)	(1,800)	(55)
Transfers between Divisions
(including fixed account), net	(29)	(13)	-	(3)
Increase (decrease) in net assets derived from
principal transactions	184,183	1,097	(386,809)	(27,648)
Total increase (decrease) in net assets	277,775	9,778	(370,073)	(26,456)
Net assets at December 31, 2007	$ 908,393	$ 74,247	$ -	$ -

The accompanying notes are an integral part of these financial statements.

100

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

			ING LifeStyle	ING LifeStyle
	ING Legg	ING Legg	Aggressive	Aggressive
	Mason Value	Mason Value	Growth	Growth
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service 2 Class
Net assets at January 1, 2006	$ 399,134	$ 27,151	$ 672,396	$ -
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(8,749)	(691)	(20,814)	(20)
Total realized gain (loss) on investments
and capital gains distributions	7,771	804	29,597	13
Net unrealized appreciation (depreciation)
of investments	17,735	981	122,890	184
Net increase (decrease) in net assets from operations	16,757	1,094	131,673	177
Changes from principal transactions:
Premiums	61,177	3,931	307,014	706
Surrenders and withdrawals	(54,286)	(2,008)	28,785	1,647
Cost of insurance and administrative charges	-	-	(4,052)	-
Benefit payments	(3,042)	(174)	-	-
Transfers between Divisions
(including fixed account), net	(20)	(5)	(252)	(1)
Increase (decrease) in net assets derived from
principal transactions	3,829	1,744	331,495	2,352
Total increase (decrease) in net assets	20,586	2,838	463,168	2,529
Net assets at December 31, 2006	419,720	29,989	1,135,564	2,529
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(8,647)	(700)	(23,764)	(59)
Total realized gain (loss) on investments
and capital gains distributions	25,816	1,295	62,660	221
Net unrealized appreciation (depreciation)
of investments	(47,024)	(2,876)	(34,818)	(180)
Net increase (decrease) in net assets from operations	(29,855)	(2,281)	4,078	(18)
Changes from principal transactions:
Premiums	28,936	392	239,353	120
Surrenders and withdrawals	(62,050)	(2,412)	(42,652)	1,696
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(4,092)	(313)	(10,423)	-
Transfers between Divisions
(including fixed account), net	38	39	(24)	1
Increase (decrease) in net assets derived from
principal transactions	(37,168)	(2,294)	186,254	1,817
Total increase (decrease) in net assets	(67,023)	(4,575)	190,332	1,799
Net assets at December 31, 2007	$ 352,697	$ 25,414	$ 1,325,896	$ 4,328

The accompanying notes are an integral part of these financial statements.

101

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

			ING LifeStyle	ING LifeStyle
	ING LifeStyle	ING LifeStyle	Moderate	Moderate
	Growth	Growth	Growth	Growth
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service 2 Class
Net assets at January 1, 2006	$ 1,373,807	$ -	$ 1,239,629	$ -
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(37,086)	(46)	(23,549)	(28)
Total realized gain (loss) on investments
and capital gains distributions	39,963	20	29,960	11
Net unrealized appreciation (depreciation)
of investments	247,306	492	172,167	266
Net increase (decrease) in net assets from operations	250,183	466	178,578	249
Changes from principal transactions:
Premiums	964,919	5,693	664,943	3,717
Surrenders and withdrawals	144,765	1,928	61,829	1,214
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(14,164)	-	(13,261)	-
Transfers between Divisions
(including fixed account), net	(188)	204	(312)	-
Increase (decrease) in net assets derived from
principal transactions	1,095,332	7,825	713,199	4,931
Total increase (decrease) in net assets	1,345,515	8,291	891,777	5,180
Net assets at December 31, 2006	2,719,322	8,291	2,131,406	5,180
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(47,888)	(162)	(27,263)	(122)
Total realized gain (loss) on investments
and capital gains distributions	90,575	453	64,587	341
Net unrealized appreciation (depreciation)
of investments	(22,052)	(235)	6,214	(212)
Net increase (decrease) in net assets from operations	20,635	56	43,538	7
Changes from principal transactions:
Premiums	1,177,534	2,042	787,313	2,287
Surrenders and withdrawals	(21,042)	2,028	14,453	8,836
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(22,170)	(130)	(22,819)	-
Transfers between Divisions
(including fixed account), net	128	(1)	64	(2)
Increase (decrease) in net assets derived from
principal transactions	1,134,450	3,939	779,011	11,121
Total increase (decrease) in net assets	1,155,085	3,995	822,549	11,128
Net assets at December 31, 2007	$ 3,874,407	$ 12,286	$ 2,953,955	$ 16,308

The accompanying notes are an integral part of these financial statements.

102

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

	ING LifeStyle	ING LifeStyle	ING Limited
	Moderate	Moderate	Maturity Bond	ING Liquid
	Portfolio -	Portfolio -	Portfolio -	Assets Portfolio
	Service Class	Service 2 Class	Service Class	- Service Class
Net assets at January 1, 2006	$ 515,732	$ -	$ 269,644	$ 582,359
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(7,934)	(25)	4,189	(25,079)
Total realized gain (loss) on investments
and capital gains distributions	15,781	71	(5,005)	-
Net unrealized appreciation (depreciation)
of investments	56,088	434	5,334	-
Net increase (decrease) in net assets from operations	63,935	480	4,518	(25,079)
Changes from principal transactions:
Premiums	256,513	1,767	279	357,166
Surrenders and withdrawals	73,286	5,472	(52,201)	(186,145)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(5,996)	-	(5,919)	(18,320)
Transfers between Divisions
(including fixed account), net	207	(1)	(30)	136
Increase (decrease) in net assets derived from
principal transactions	324,010	7,238	(57,871)	152,837
Total increase (decrease) in net assets	387,945	7,718	(53,353)	127,758
Net assets at December 31, 2006	903,677	7,718	216,291	710,117
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(8,456)	(92)	408	(18,376)
Total realized gain (loss) on investments
and capital gains distributions	31,654	444	(2,858)	-
Net unrealized appreciation (depreciation)
of investments	2,555	(178)	9,780	-
Net increase (decrease) in net assets from operations	25,753	174	7,330	(18,376)
Changes from principal transactions:
Premiums	283,841	592	124	494,064
Surrenders and withdrawals	94,425	5,128	(41,957)	(116,872)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(17,481)	-	(5,358)	(20,192)
Transfers between Divisions
(including fixed account), net	399	(3)	36	1,277
Increase (decrease) in net assets derived from
principal transactions	361,184	5,717	(47,155)	358,277
Total increase (decrease) in net assets	386,937	5,891	(39,825)	339,901
Net assets at December 31, 2007	$ 1,290,614	$ 13,609	$ 176,466	$ 1,050,018

The accompanying notes are an integral part of these financial statements.

103

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

		ING Lord	ING Lord
	ING Liquid	Abbett	Abbett
	Assets Portfolio	Affiliated	Affiliated	ING MarketPro
	- Service 2	Portfolio -	Portfolio -	Portfolio -
	Class	Service Class	Service 2 Class	Service Class
Net assets at January 1, 2006	$ 11,307	$ 126,090	$ 2,804	$ 2,308
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(676)	(1,727)	(44)	(287)
Total realized gain (loss) on investments
and capital gains distributions	-	15,045	433	123
Net unrealized appreciation (depreciation)
of investments	-	6,210	42	1,731
Net increase (decrease) in net assets from operations	(676)	19,528	431	1,567
Changes from principal transactions:
Premiums	5,653	11,296	506	26,454
Surrenders and withdrawals	(830)	22	(29)	(95)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(19)	(1,310)	(25)	-
Transfers between Divisions
(including fixed account), net	(5)	26	(2)	(1)
Increase (decrease) in net assets derived from
principal transactions	4,799	10,034	450	26,358
Total increase (decrease) in net assets	4,123	29,562	881	27,925
Net assets at December 31, 2006	15,430	155,652	3,685	30,233
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(604)	(657)	(29)	(70)
Total realized gain (loss) on investments
and capital gains distributions	-	11,917	201	3,015
Net unrealized appreciation (depreciation)
of investments	-	(7,851)	(104)	(1,760)
Net increase (decrease) in net assets from operations	(604)	3,409	68	1,185
Changes from principal transactions:
Premiums	612	4,042	85	4,745
Surrenders and withdrawals	8,784	(39,694)	(379)	(35,076)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(4)	(1,409)	(29)	(1,088)
Transfers between Divisions
(including fixed account), net	(5)	6	(2)	1
Increase (decrease) in net assets derived from
principal transactions	9,387	(37,055)	(325)	(31,418)
Total increase (decrease) in net assets	8,783	(33,646)	(257)	(30,233)
Net assets at December 31, 2007	$ 24,213	$ 122,006	$ 3,428	$ -

The accompanying notes are an integral part of these financial statements.

104

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

			ING
		ING	MarketStyle	ING
		MarketStyle	Moderate	MarketStyle
	ING MarketPro	Growth	Growth	Moderate
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service Class	Service Class
Net assets at January 1, 2006	$ 66	$ 2,652	$ 3,206	$ 906
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(96)	(112)	(113)	(30)
Total realized gain (loss) on investments
and capital gains distributions	5	25	19	4
Net unrealized appreciation (depreciation)
of investments	488	721	714	172
Net increase (decrease) in net assets from operations	397	634	620	146
Changes from principal transactions:
Premiums	7,018	5,033	4,831	1,095
Surrenders and withdrawals	1,246	174	52	(36)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	-	-	-	-
Transfers between Divisions
(including fixed account), net	-	(1)	(1)	1
Increase (decrease) in net assets derived from
principal transactions	8,264	5,206	4,882	1,060
Total increase (decrease) in net assets	8,661	5,840	5,502	1,206
Net assets at December 31, 2006	8,727	8,492	8,708	2,112
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(56)	11	49	28
Total realized gain (loss) on investments
and capital gains distributions	924	951	1,004	215
Net unrealized appreciation (depreciation)
of investments	(488)	(733)	(763)	(175)
Net increase (decrease) in net assets from operations	380	229	290	68
Changes from principal transactions:
Premiums	1,054	2,190	1,987	764
Surrenders and withdrawals	(10,162)	(10,867)	(10,941)	(2,941)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	-	(45)	(43)	(3)
Transfers between Divisions
(including fixed account), net	1	1	(1)	-
Increase (decrease) in net assets derived from
principal transactions	(9,107)	(8,721)	(8,998)	(2,180)
Total increase (decrease) in net assets	(8,727)	(8,492)	(8,708)	(2,112)
Net assets at December 31, 2007	$ -	$ -	$ -	$ -

The accompanying notes are an integral part of these financial statements.

105

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

			ING Marsico
	ING Marsico	ING Marsico	International	ING MFS Total
	Growth	Growth	Opportunities	Return
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service Class
Net assets at January 1, 2006	$ 818,414	$ 22,546	$ 123,938	$ 1,266,332
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(15,094)	(575)	(3,384)	4,022
Total realized gain (loss) on investments
and capital gains distributions	48,809	693	6,377	67,865
Net unrealized appreciation (depreciation)
of investments	(14,354)	376	26,050	41,708
Net increase (decrease) in net assets from operations	19,361	494	29,043	113,595
Changes from principal transactions:
Premiums	43,046	3,560	28,713	62,555
Surrenders and withdrawals	(134,505)	(1,708)	(1,226)	(193,155)
Cost of insurance and administrative charges	(14,115)	(101)	-	-
Benefit payments	-	-	(1,234)	(21,586)
Transfers between Divisions
(including fixed account), net	64	(7)	(14)	29
Increase (decrease) in net assets derived from
principal transactions	(105,510)	1,744	26,239	(152,157)
Total increase (decrease) in net assets	(86,149)	2,238	55,282	(38,562)
Net assets at December 31, 2006	732,265	24,784	179,220	1,227,770
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(14,711)	(632)	(2,718)	9,168
Total realized gain (loss) on investments
and capital gains distributions	59,940	1,091	25,222	83,426
Net unrealized appreciation (depreciation)
of investments	36,011	2,297	11,924	(66,389)
Net increase (decrease) in net assets from operations	81,240	2,756	34,428	26,205
Changes from principal transactions:
Premiums	44,055	603	44,830	56,305
Surrenders and withdrawals	(84,479)	(1,496)	38,034	(173,300)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(15,477)	(196)	(1,566)	(22,415)
Transfers between Divisions
(including fixed account), net	590	(5)	10	216
Increase (decrease) in net assets derived from
principal transactions	(55,311)	(1,094)	81,308	(139,194)
Total increase (decrease) in net assets	25,929	1,662	115,736	(112,989)
Net assets at December 31, 2007	$ 758,194	$ 26,446	$ 294,956	$ 1,114,781

The accompanying notes are an integral part of these financial statements.

106

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

			ING	ING
	ING MFS Total	ING MFS	Oppenheimer	Oppenheimer
	Return	Utilities	Main Street	Main Street
	Portfolio -	Portfolio -	Portfolio® -	Portfolio® -
	Service 2 Class	Service Class	Service Class	Service 2 Class
Net assets at January 1, 2006	$ 48,425	$ 151,085	$ 447,401	$ 4,350
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(106)	(3,920)	(3,651)	(67)
Total realized gain (loss) on investments
and capital gains distributions	3,224	4,033	10,318	120
Net unrealized appreciation (depreciation)
of investments	1,306	48,519	45,385	493
Net increase (decrease) in net assets from operations	4,424	48,632	52,052	546
Changes from principal transactions:
Premiums	3,789	39,170	13,712	459
Surrenders and withdrawals	(3,270)	28,264	(67,328)	(171)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(570)	(2,155)	(10,127)	(25)
Transfers between Divisions
(including fixed account), net	(11)	(14)	(22)	(1)
Increase (decrease) in net assets derived from
principal transactions	(62)	65,265	(63,765)	262
Total increase (decrease) in net assets	4,362	113,897	(11,713)	808
Net assets at December 31, 2006	52,787	264,982	435,688	5,158
Increase (decrease) in net assets
Operations:
Net investment income (loss)	177	(5,724)	(3,928)	(79)
Total realized gain (loss) on investments
and capital gains distributions	3,914	35,665	35,251	267
Net unrealized appreciation (depreciation)
of investments	(3,319)	45,230	(19,974)	(83)
Net increase (decrease) in net assets from operations	772	75,171	11,349	105
Changes from principal transactions:
Premiums	848	92,266	13,517	151
Surrenders and withdrawals	(4,733)	69,950	(72,242)	(551)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(299)	(2,711)	(9,061)	-
Transfers between Divisions
(including fixed account), net	(9)	46	53	(2)
Increase (decrease) in net assets derived from
principal transactions	(4,193)	159,551	(67,733)	(402)
Total increase (decrease) in net assets	(3,421)	234,722	(56,384)	(297)
Net assets at December 31, 2007	$ 49,366	$ 499,704	$ 379,304	$ 4,861

The accompanying notes are an integral part of these financial statements.

107

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

	ING PIMCO	ING PIMCO	ING PIMCO
	Core Bond	Core Bond	High Yield	ING Pioneer
	Portfolio -	Portfolio -	Portfolio -	Fund Portfolio -
	Service Class	Service 2 Class	Service Class	Service Class
Net assets at January 1, 2006	$ 619,526	$ 35,739	$ 624,247	$ 82,253
Increase (decrease) in net assets
Operations:
Net investment income (loss)	2,923	61	28,652	(1,873)
Total realized gain (loss) on investments
and capital gains distributions	2,524	(10)	8,071	1,147
Net unrealized appreciation (depreciation)
of investments	8,390	662	4,784	12,451
Net increase (decrease) in net assets from operations	13,837	713	41,507	11,725
Changes from principal transactions:
Premiums	49,773	3,440	61,412	8,838
Surrenders and withdrawals	(36,819)	2,236	(68,454)	(3,989)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(17,204)	(151)	(9,486)	(541)
Transfers between Divisions
(including fixed account), net	46	(7)	(24)	(11)
Increase (decrease) in net assets derived from
principal transactions	(4,204)	5,518	(16,552)	4,297
Total increase (decrease) in net assets	9,633	6,231	24,955	16,022
Net assets at December 31, 2006	629,159	41,970	649,202	98,275
Increase (decrease) in net assets
Operations:
Net investment income (loss)	7,855	404	28,929	(1,171)
Total realized gain (loss) on investments
and capital gains distributions	3,259	120	4,282	6,641
Net unrealized appreciation (depreciation)
of investments	39,023	2,173	(30,644)	(2,725)
Net increase (decrease) in net assets from operations	50,137	2,697	2,567	2,745
Changes from principal transactions:
Premiums	210,870	438	42,149	10,637
Surrenders and withdrawals	83,660	3,132	(111,114)	(20,692)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(10,536)	(569)	(8,402)	(1,194)
Transfers between Divisions
(including fixed account), net	39	(9)	105	1
Increase (decrease) in net assets derived from
principal transactions	284,033	2,992	(77,262)	(11,248)
Total increase (decrease) in net assets	334,170	5,689	(74,695)	(8,503)
Net assets at December 31, 2007	$ 963,329	$ 47,659	$ 574,507	$ 89,772

The accompanying notes are an integral part of these financial statements.

108

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

		ING T. Rowe	ING T. Rowe	ING T. Rowe
	ING Pioneer	Price Capital	Price Capital	Price Equity
	Mid Cap Value	Appreciation	Appreciation	Income
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Service 2 Class	Service Class
Net assets at January 1, 2006	$ 592,996	$ 2,239,487	$ 91,512	$ 940,116
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(12,410)	(21,753)	(1,364)	(7,215)
Total realized gain (loss) on investments
and capital gains distributions	5,572	186,248	8,352	59,652
Net unrealized appreciation (depreciation)
of investments	63,540	115,365	4,726	97,107
Net increase (decrease) in net assets from operations	56,702	279,860	11,714	149,544
Changes from principal transactions:
Premiums	66,523	317,506	12,711	56,442
Surrenders and withdrawals	(82,910)	(220,251)	157	(107,600)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(5,560)	(29,000)	(461)	(12,945)
Transfers between Divisions
(including fixed account), net	(89)	(79)	(26)	(69)
Increase (decrease) in net assets derived from
principal transactions	(22,036)	68,176	12,381	(64,172)
Total increase (decrease) in net assets	34,666	348,036	24,095	85,372
Net assets at December 31, 2006	627,662	2,587,523	115,607	1,025,488
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(12,046)	(9,555)	(946)	(7,686)
Total realized gain (loss) on investments
and capital gains distributions	44,941	309,725	14,745	74,008
Net unrealized appreciation (depreciation)
of investments	(13,818)	(245,301)	(11,696)	(55,478)
Net increase (decrease) in net assets from operations	19,077	54,869	2,103	10,844
Changes from principal transactions:
Premiums	70,735	353,350	1,689	65,288
Surrenders and withdrawals	(63,793)	(257,732)	(7,044)	(143,016)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(4,768)	(31,204)	(519)	(13,286)
Transfers between Divisions
(including fixed account), net	(28)	68	(25)	186
Increase (decrease) in net assets derived from
principal transactions	2,146	64,482	(5,899)	(90,828)
Total increase (decrease) in net assets	21,223	119,351	(3,796)	(79,984)
Net assets at December 31, 2007	$ 648,885	$ 2,706,874	$ 111,811	$ 945,504

The accompanying notes are an integral part of these financial statements.

109

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

	ING T. Rowe
	Price Equity	ING Templeton	ING Templeton	ING UBS U.S.
	Income	Global Growth	Global Growth	Allocation
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service 2 Class	Service Class
Net assets at January 1, 2006	$ 31,279	$ 373,570	$ 6,468	$ 115,813
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(379)	(4,323)	(115)	(784)
Total realized gain (loss) on investments
and capital gains distributions	2,418	51,562	1,068	3,916
Net unrealized appreciation (depreciation)
of investments	3,010	25,931	347	5,580
Net increase (decrease) in net assets from operations	5,049	73,170	1,300	8,712
Changes from principal transactions:
Premiums	2,158	43,010	759	1,941
Surrenders and withdrawals	(1,885)	(16,674)	71	(20,908)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(150)	(6,891)	(120)	(1,825)
Transfers between Divisions
(including fixed account), net	(7)	(18)	1	(10)
Increase (decrease) in net assets derived from
principal transactions	116	19,427	711	(20,802)
Total increase (decrease) in net assets	5,165	92,597	2,011	(12,090)
Net assets at December 31, 2006	36,444	466,167	8,479	103,723
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(418)	(4,928)	(138)	(105)
Total realized gain (loss) on investments
and capital gains distributions	2,495	27,223	488	12,041
Net unrealized appreciation (depreciation)
of investments	(1,826)	(20,872)	(368)	(11,739)
Net increase (decrease) in net assets from operations	251	1,423	(18)	197
Changes from principal transactions:
Premiums	595	54,677	383	36
Surrenders and withdrawals	(2,327)	(68,290)	(666)	(18,225)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(246)	(6,221)	(6)	(1,241)
Transfers between Divisions
(including fixed account), net	(3)	316	(3)	(11)
Increase (decrease) in net assets derived from
principal transactions	(1,981)	(19,518)	(292)	(19,441)
Total increase (decrease) in net assets	(1,730)	(18,095)	(310)	(19,244)
Net assets at December 31, 2007	$ 34,714	$ 448,072	$ 8,169	$ 84,479

The accompanying notes are an integral part of these financial statements.

110

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

		ING Van	ING Van	ING Van
	ING UBS U.S.	Kampen	Kampen	Kampen Global
	Allocation	Capital Growth	Capital Growth	Franchise
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service 2 Class	Service Class
Net assets at January 1, 2006	$ 4,708	$ 60,887	$ 12,815	$ 213,710
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(61)	(1,270)	(321)	(1,633)
Total realized gain (loss) on investments
and capital gains distributions	133	6,346	905	16,567
Net unrealized appreciation (depreciation)
of investments	341	(4,210)	(385)	28,719
Net increase (decrease) in net assets from operations	413	866	199	43,653
Changes from principal transactions:
Premiums	679	7,338	1,207	44,943
Surrenders and withdrawals	(396)	(12,388)	(672)	7,409
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(70)	(338)	(143)	(1,504)
Transfers between Divisions
(including fixed account), net	(1)	(8)	(1)	(33)
Increase (decrease) in net assets derived from
principal transactions	212	(5,396)	391	50,815
Total increase (decrease) in net assets	625	(4,530)	590	94,468
Net assets at December 31, 2006	5,333	56,357	13,405	308,178
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(32)	(1,295)	(345)	(7,821)
Total realized gain (loss) on investments
and capital gains distributions	553	6,110	1,126	32,575
Net unrealized appreciation (depreciation)
of investments	(539)	4,882	1,534	(2,719)
Net increase (decrease) in net assets from operations	(18)	9,697	2,315	22,035
Changes from principal transactions:
Premiums	(2)	1,552	121	57,919
Surrenders and withdrawals	(738)	(12,667)	(1,384)	(45,318)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	-	(698)	-	(3,178)
Transfers between Divisions
(including fixed account), net	(1)	(8)	(2)	(5)
Increase (decrease) in net assets derived from
principal transactions	(741)	(11,821)	(1,265)	9,418
Total increase (decrease) in net assets	(759)	(2,124)	1,050	31,453
Net assets at December 31, 2007	$ 4,574	$ 54,233	$ 14,455	$ 339,631

The accompanying notes are an integral part of these financial statements.

111

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

		ING Van	ING Van
	ING Van	Kampen	Kampen
	Kampen Global	Growth and	Growth and	ING Van
	Franchise	Income	Income	Kampen Real
	Portfolio -	Portfolio -	Portfolio -	Estate Portfolio
	Service 2 Class	Service Class	Service 2 Class	- Service Class
Net assets at January 1, 2006	$ 66,237	$ 791,655	$ 70,383	$ 683,995
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(592)	(6,091)	(1,019)	(7,896)
Total realized gain (loss) on investments
and capital gains distributions	4,789	82,064	8,700	97,862
Net unrealized appreciation (depreciation)
of investments	8,492	29,973	1,513	151,765
Net increase (decrease) in net assets from operations	12,689	105,946	9,194	241,731
Changes from principal transactions:
Premiums	10,729	44,176	5,889	118,102
Surrenders and withdrawals	(5,116)	(73,642)	(4,263)	(65,353)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(474)	(16,693)	(591)	(8,031)
Transfers between Divisions
(including fixed account), net	(19)	(57)	(18)	(42)
Increase (decrease) in net assets derived from
principal transactions	5,120	(46,216)	1,017	44,676
Total increase (decrease) in net assets	17,809	59,730	10,211	286,407
Net assets at December 31, 2006	84,046	851,385	80,594	970,402
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(2,153)	(3,783)	(881)	(9,042)
Total realized gain (loss) on investments
and capital gains distributions	5,461	72,861	7,511	250,976
Net unrealized appreciation (depreciation)
of investments	2,458	(61,555)	(6,569)	(393,403)
Net increase (decrease) in net assets from operations	5,766	7,523	61	(151,469)
Changes from principal transactions:
Premiums	1,827	35,284	1,121	85,266
Surrenders and withdrawals	(4,385)	(139,852)	(4,320)	(317,355)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(438)	(15,177)	(385)	(8,036)
Transfers between Divisions
(including fixed account), net	(22)	42	24	26
Increase (decrease) in net assets derived from
principal transactions	(3,018)	(119,703)	(3,560)	(240,099)
Total increase (decrease) in net assets	2,748	(112,180)	(3,499)	(391,568)
Net assets at December 31, 2007	$ 86,794	$ 739,205	$ 77,095	$ 578,834

The accompanying notes are an integral part of these financial statements.

112

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)
			ING VP Index
	ING Van	ING VP Index	Plus	ING Wells
	Kampen Real	Plus	International	Fargo
	Estate Portfolio	International	Equity Portfolio	Disciplined
	- Service 2	Equity Portfolio	- Service 2	Value Portfolio
	Class	- Service Class	Class	- Service Class
Net assets at January 1, 2006	$ 28,990	$ 240	$ -	$ 277,690
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(443)	56	(4)	(3,468)
Total realized gain (loss) on investments
and capital gains distributions	4,119	870	23	19,094
Net unrealized appreciation (depreciation)
of investments	6,615	1,731	52	17,884
Net increase (decrease) in net assets from operations	10,291	2,657	71	33,510
Changes from principal transactions:
Premiums	4,101	10,579	403	8,393
Surrenders and withdrawals	(2,078)	19,170	215	(38,231)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(313)	(81)	-	(6,062)
Transfers between Divisions
(including fixed account), net	(10)	7	(1)	(32)
Increase (decrease) in net assets derived from
principal transactions	1,700	29,675	617	(35,932)
Total increase (decrease) in net assets	11,991	32,332	688	(2,422)
Net assets at December 31, 2006	40,981	32,572	688	275,268
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(558)	(963)	(23)	(2,158)
Total realized gain (loss) on investments
and capital gains distributions	6,608	4,798	72	28,889
Net unrealized appreciation (depreciation)
of investments	(13,709)	(280)	(5)	(37,758)
Net increase (decrease) in net assets from operations	(7,659)	3,555	44	(11,027)
Changes from principal transactions:
Premiums	823	9,158	40	2,680
Surrenders and withdrawals	(3,388)	(4,106)	87	(52,671)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(178)	(178)	(59)	(6,380)
Transfers between Divisions
(including fixed account), net	(10)	28	-	56
Increase (decrease) in net assets derived from
principal transactions	(2,753)	4,902	68	(56,315)
Total increase (decrease) in net assets	(10,412)	8,457	112	(67,342)
Net assets at December 31, 2007	$ 30,569	$ 41,029	$ 800	$ 207,926

The accompanying notes are an integral part of these financial statements.

113

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)
	ING Wells
	Fargo	ING Wells	ING Wells
	Disciplined	Fargo Small	Fargo Small
	Value Portfolio	Cap Disciplined	Cap Disciplined	ING Diversified
	- Service 2	Portfolio -	Portfolio -	International
	Class	Service Class	Service 2 Class	Fund - Class R
Net assets at January 1, 2006	$ 4,007	$ 71	$ -	$ -
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(84)	(182)	(11)	-
Total realized gain (loss) on investments
and capital gains distributions	177	662	36	-
Net unrealized appreciation (depreciation)
of investments	417	989	62	-
Net increase (decrease) in net assets from operations	510	1,469	87	-
Changes from principal transactions:
Premiums	358	7,962	220	76
Surrenders and withdrawals	(49)	15,210	1,007	-
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(90)	(97)	-	-
Transfers between Divisions
(including fixed account), net	1	(1)	(1)	-
Increase (decrease) in net assets derived from
principal transactions	220	23,074	1,226	76
Total increase (decrease) in net assets	730	24,543	1,313	76
Net assets at December 31, 2006	4,737	24,614	1,313	76
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(73)	(478)	(18)	1
Total realized gain (loss) on investments
and capital gains distributions	201	1,287	53	16
Net unrealized appreciation (depreciation)
of investments	(402)	(1,634)	(86)	20
Net increase (decrease) in net assets from operations	(274)	(825)	(51)	37
Changes from principal transactions:
Premiums	52	3,124	4	388
Surrenders and withdrawals	(362)	(12,520)	(624)	(104)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(21)	(94)	-	-
Transfers between Divisions
(including fixed account), net	-	11	(1)	1
Increase (decrease) in net assets derived from
principal transactions	(331)	(9,479)	(621)	285
Total increase (decrease) in net assets	(605)	(10,304)	(672)	322
Net assets at December 31, 2007	$ 4,132	$ 14,310	$ 641	$ 398

The accompanying notes are an integral part of these financial statements.

114

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)
	ING American					ING American
	Century Large	ING American		ING American		Century Small-
	Company Value	Century Select		Century Select		Mid Cap Value
	Portfolio -	Portfolio -		Portfolio -			Portfolio -
	Service Class	Initial Class		Service Class		Service Class
Net assets at January 1, 2006	$ 681	$ 534		$ 59		$ 483
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(5)		2		-		(5)
Total realized gain (loss) on investments
and capital gains distributions	54		3		-		33
Net unrealized appreciation (depreciation)
of investments	67		(23)		(1)		51
Net increase (decrease) in net assets from operations	116		(18)		(1)		79
Changes from principal transactions:
Premiums	131		-		116		189
Surrenders and withdrawals	(153)		(123)		-		(140)
Cost of insurance and administrative charges	-		-		-		-
Benefit payments	-		(4)		-		-
Transfers between Divisions
(including fixed account), net	-		(1)		-		-
Increase (decrease) in net assets derived from
principal transactions	(22)		(128)		116		49
Total increase (decrease) in net assets	94		(146)		115		128
Net assets at December 31, 2006	775		388		174		611
Increase (decrease) in net assets
Operations:
Net investment income (loss)	3		1		-		(3)
Total realized gain (loss) on investments
and capital gains distributions	84		47		15		100
Net unrealized appreciation (depreciation)
of investments	(100)		(22)		(1)		(116)
Net increase (decrease) in net assets from operations	(13)		26		14		(19)
Changes from principal transactions:
Premiums	57		-		1		170
Surrenders and withdrawals	(291)		(415)		(188)		(243)
Cost of insurance and administrative charges	-		-		-		-
Benefit payments	-		-		-		-
Transfers between Divisions
(including fixed account), net	(1)		1		(1)		-
Increase (decrease) in net assets derived from
principal transactions	(235)		(414)		(188)		(73)
Total increase (decrease) in net assets	(248)		(388)		(174)		(92)
Net assets at December 31, 2007	$ 527	$ -		$ -		$ 519
The accompanying notes are an integral part of these financial statements.
115

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)
	ING Baron	ING Columbia			ING
	Small Cap	Small Cap		ING Davis New	Fundamental
	Growth	Value II		York Venture	Research
	Portfolio -	Portfolio -		Portfolio -	Portfolio -
	Service Class	Service Class		Service Class	Initial Class
Net assets at January 1, 2006	$ 66,027	$ -		$ 2,221	$ -
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(2,424)		(522)	(930)		(3)
Total realized gain (loss) on investments
and capital gains distributions	3,145		(179)	3,611		1
Net unrealized appreciation (depreciation)
of investments	11,324		4,129	3,975		13
Net increase (decrease) in net assets from operations	12,045		3,428	6,656		11
Changes from principal transactions:
Premiums	59,917		26,262	48,301		4
Surrenders and withdrawals	10,870		41,968	35,237		337
Cost of insurance and administrative charges	-		-	-		-
Benefit payments	(946)		(144)	(319)		-
Transfers between Divisions
(including fixed account), net	(15)		(3)	16		5
Increase (decrease) in net assets derived from
principal transactions	69,826		68,083	83,235		346
Total increase (decrease) in net assets	81,871		71,511	89,891		357
Net assets at December 31, 2006	147,898		71,511	92,112		357
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(4,214)		(2,396)	(2,583)		1
Total realized gain (loss) on investments
and capital gains distributions	6,003		2,279	1,339		28
Net unrealized appreciation (depreciation)
of investments	2,621		(2,362)	1,618		(13)
Net increase (decrease) in net assets from operations	4,410		(2,479)	374		16
Changes from principal transactions:
Premiums	62,220		54,681	72,963		1
Surrenders and withdrawals	27,029		20,848	18,182		(373)
Cost of insurance and administrative charges	-		-	-		-
Benefit payments	(913)		(496)	(767)		-
Transfers between Divisions
(including fixed account), net	(14)		33	8		(1)
Increase (decrease) in net assets derived from
principal transactions	88,322		75,066	90,386		(373)
Total increase (decrease) in net assets	92,732		72,587	90,760		(357)
Net assets at December 31, 2007	$ 240,630	$ 144,098		$ 182,872	$ -

The accompanying notes are an integral part of these financial statements.

116

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)
	ING	ING Goldman
	Fundamental	Sachs® Capital	ING JPMorgan	ING JPMorgan
	Research	Growth	International	Mid Cap Value
	Portfolio -	Portfolio -	Portfolio -		Portfolio -
	Service Class	Service Class	Service Class	Service Class
Net assets at January 1, 2006	$ 772	$ 12	$ 93,077	$ 24,632
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(21)	-	(2,588)		(419)
Total realized gain (loss) on investments
and capital gains distributions	41	-	5,411		896
Net unrealized appreciation (depreciation)
of investments	60	3	18,009		2,833
Net increase (decrease) in net assets from operations	80	3	20,832		3,310
Changes from principal transactions:
Premiums	159	29	24,190		2,131
Surrenders and withdrawals	(12)	9	14,970		(3,892)
Cost of insurance and administrative charges	-	-	-		-
Benefit payments	(5)	-	(1,097)		(349)
Transfers between Divisions
(including fixed account), net	-	(1)	(11)		(3)
Increase (decrease) in net assets derived from
principal transactions	142	37	38,052		(2,113)
Total increase (decrease) in net assets	222	40	58,884		1,197
Net assets at December 31, 2006	994	52	151,961		25,829
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(7)	1	(830)		(292)
Total realized gain (loss) on investments
and capital gains distributions	109	4	14,517		2,445
Net unrealized appreciation (depreciation)
of investments	(81)	(4)	(2,554)		(1,909)
Net increase (decrease) in net assets from operations	21	1	11,133		244
Changes from principal transactions:
Premiums	13	-	27,041		2,603
Surrenders and withdrawals	(1,021)	(53)	(9,472)		(5,089)
Cost of insurance and administrative charges	-	-	-		-
Benefit payments	(8)	-	(1,271)		(419)
Transfers between Divisions
(including fixed account), net	1	-	(16)		(3)
Increase (decrease) in net assets derived from
principal transactions	(1,015)	(53)	16,282		(2,908)
Total increase (decrease) in net assets	(994)	(52)	27,415		(2,664)
Net assets at December 31, 2007	$ -	$ -	$ 179,376	$ 23,165
The accompanying notes are an integral part of these financial statements.
117

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)
	ING Legg
	Mason Partners	ING Neuberger	ING Neuberger
	Aggressive	Berman	Berman	ING OpCap
	Growth	Partners	Regency	Balanced Value
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Service Class	Service Class
Net assets at January 1, 2006	$ 154,616	$ -	$ -	$ 995
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(3,809)	(193)	(12)	1
Total realized gain (loss) on investments
and capital gains distributions	3,513	164	26	72
Net unrealized appreciation (depreciation)
of investments	11,976	(1,075)	168	9
Net increase (decrease) in net assets from operations	11,680	(1,104)	182	82
Changes from principal transactions:
Premiums	21,365	1,658	1,591	221
Surrenders and withdrawals	(19,537)	174,461	1,341	(567)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(1,297)	(214)	-	-
Transfers between Divisions
(including fixed account), net	18	(1)	(2)	-
Increase (decrease) in net assets derived from
principal transactions	549	175,904	2,930	(346)
Total increase (decrease) in net assets	12,229	174,800	3,112	(264)
Net assets at December 31, 2006	166,845	174,800	3,112	731
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(3,875)	(2,783)	(111)	2
Total realized gain (loss) on investments
and capital gains distributions	6,867	8,632	582	105
Net unrealized appreciation (depreciation)
of investments	(9,689)	4,985	(905)	(135)
Net increase (decrease) in net assets from operations	(6,697)	10,834	(434)	(28)
Changes from principal transactions:
Premiums	12,492	777	5,334	194
Surrenders and withdrawals	(18,991)	(32,997)	4,922	(273)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(1,454)	(4,557)	(54)	-
Transfers between Divisions
(including fixed account), net	4	26	2	-
Increase (decrease) in net assets derived from
principal transactions	(7,949)	(36,751)	10,204	(79)
Total increase (decrease) in net assets	(14,646)	(25,917)	9,770	(107)
Net assets at December 31, 2007	$ 152,199	$ 148,883	$ 12,882	$ 624

The accompanying notes are an integral part of these financial statements.

118

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)
			ING
			Oppenheimer
	ING	ING	Strategic		ING PIMCO
	Oppenheimer	Oppenheimer	Income		Total Return
	Global Portfolio	Global Portfolio	Portfolio -		Portfolio -
	- Initial Class	- Service Class	Service Class		Service Class
Net assets at January 1, 2006	$ 18,307	$ 32,615	$ 3,093		$ 2,776
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(218)	(1,443)		(29)	23
Total realized gain (loss) on investments
and capital gains distributions	867	775		17	14
Net unrealized appreciation (depreciation)
of investments	1,950	11,458		277	47
Net increase (decrease) in net assets from operations	2,599	10,790		265	84
Changes from principal transactions:
Premiums	9	45,480		1,086	735
Surrenders and withdrawals	(3,905)	20,096		(279)	(617)
Cost of insurance and administrative charges	-	-		-	-
Benefit payments	(74)	(274)		-	6
Transfers between Divisions
(including fixed account), net	(2)	91		-	(2)
Increase (decrease) in net assets derived from
principal transactions	(3,972)	65,393		807	122
Total increase (decrease) in net assets	(1,373)	76,183		1,072	206
Net assets at December 31, 2006	16,934	108,798		4,165	2,982
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(47)	(1,436)		249	90
Total realized gain (loss) on investments
and capital gains distributions	1,747	8,180		37	20
Net unrealized appreciation (depreciation)
of investments	(842)	(2,887)		208	207
Net increase (decrease) in net assets from operations	858	3,857		494	317
Changes from principal transactions:
Premiums	3	43,187		3,358	1,184
Surrenders and withdrawals	(3,488)	5,573		2,046	262
Cost of insurance and administrative charges	-	-		-	-
Benefit payments	-	(1,381)		(17)	(1)
Transfers between Divisions
(including fixed account), net	-	2		(1)	-
Increase (decrease) in net assets derived from
principal transactions	(3,485)	47,381		5,386	1,445
Total increase (decrease) in net assets	(2,627)	51,238		5,880	1,762
Net assets at December 31, 2007	$ 14,307	$ 160,036	$ 10,045		$ 4,744

The accompanying notes are an integral part of these financial statements.

119

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)
	ING Solution	ING Solution		ING Solution		ING Solution
	2015 Portfolio -	2025 Portfolio -		2035 Portfolio -		2045 Portfolio -
	Service Class	Service Class		Service Class		Service Class
Net assets at January 1, 2006	$ 363	$ 47		$ 19		$ 5
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(13)		(5)		(6)	(1)
Total realized gain (loss) on investments
and capital gains distributions	21		2		(6)	-
Net unrealized appreciation (depreciation)
of investments	157		93		116	18
Net increase (decrease) in net assets from operations	165		90		104	17
Changes from principal transactions:
Premiums	2,682		1,949		1,471	268
Surrenders and withdrawals	51		442		(10)	21
Cost of insurance and administrative charges	-		-		-	-
Benefit payments	-		-		-	-
Transfers between Divisions
(including fixed account), net	1		(1)		(1)	1
Increase (decrease) in net assets derived from
principal transactions	2,734		2,390		1,460	290
Total increase (decrease) in net assets	2,899		2,480		1,564	307
Net assets at December 31, 2006	3,262		2,527		1,583	312
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(47)		(41)		(39)	(6)
Total realized gain (loss) on investments
and capital gains distributions	110		94		243	40
Net unrealized appreciation (depreciation)
of investments	27		32		(86)	(11)
Net increase (decrease) in net assets from operations	90		85		118	23
Changes from principal transactions:
Premiums	6,126		4,078		7,364	682
Surrenders and withdrawals	(188)		(182)		(1,312)	118
Cost of insurance and administrative charges	-		-		-	-
Benefit payments	-		-		-	-
Transfers between Divisions
(including fixed account), net	-		-		-	-
Increase (decrease) in net assets derived from
principal transactions	5,938		3,896		6,052	800
Total increase (decrease) in net assets	6,028		3,981		6,170	823
Net assets at December 31, 2007	$ 9,290	$ 6,508		$ 7,753		$ 1,135

The accompanying notes are an integral part of these financial statements.

120

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)
		ING T. Rowe
		Price
	ING Solution	Diversified Mid	ING T. Rowe		ING Templeton
	Income	Cap Growth	Price Growth		Foreign Equity
	Portfolio -	Portfolio -	Equity Portfolio		Portfolio -
	Service Class	Service Class	- Service Class		Service Class
Net assets at January 1, 2006	$ -	$ 729	$ 3,308		$ -
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(2)	(14)		(32)	104
Total realized gain (loss) on investments
and capital gains distributions	3	60		197	43
Net unrealized appreciation (depreciation)
of investments	25	64		255	1,998
Net increase (decrease) in net assets from operations	26	110		420	2,145
Changes from principal transactions:
Premiums	689	1,233		1,400	9,871
Surrenders and withdrawals	(149)	(42)		(839)	13,206
Cost of insurance and administrative charges	-	-		-	-
Benefit payments	-	-		-	-
Transfers between Divisions
(including fixed account), net	-	-		(1)	4
Increase (decrease) in net assets derived from
principal transactions	540	1,191		560	23,081
Total increase (decrease) in net assets	566	1,301		980	25,226
Net assets at December 31, 2006	566	2,030		4,288	25,226
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(8)	(27)		(237)	(626)
Total realized gain (loss) on investments
and capital gains distributions	13	322		1,461	5,650
Net unrealized appreciation (depreciation)
of investments	76	(52)		(982)	160
Net increase (decrease) in net assets from operations	81	243		242	5,184
Changes from principal transactions:
Premiums	3,530	1,353		12,298	40,646
Surrenders and withdrawals	481	(399)		18,993	39,975
Cost of insurance and administrative charges	-	-		-	-
Benefit payments	-	(11)		-	(477)
Transfers between Divisions
(including fixed account), net	(1)	(1)		2	25
Increase (decrease) in net assets derived from
principal transactions	4,010	942		31,293	80,169
Total increase (decrease) in net assets	4,091	1,185		31,535	85,353
Net assets at December 31, 2007	$ 4,657	$ 3,215	$ 35,823		$ 110,579

The accompanying notes are an integral part of these financial statements.

121

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)
					ING UBS U.S.
				ING UBS U.S.	Small Cap
	ING Thornburg	ING Thornburg		Large Cap	Growth
	Value Portfolio	Value Portfolio		Equity Portfolio	Portfolio -
	- Initial Class	- Service Class		- Service Class	Service Class
Net assets at January 1, 2006	$ 3,383	$ 277		$ 7,228	$ -
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(42)		(29)	(164)	(19)
Total realized gain (loss) on investments
and capital gains distributions	129		220	741	106
Net unrealized appreciation (depreciation)
of investments	356		175	1,313	(79)
Net increase (decrease) in net assets from operations	443		366	1,890	8
Changes from principal transactions:
Premiums	6		1,554	4,189	1,080
Surrenders and withdrawals	(495)		4,596	9,437	3,916
Cost of insurance and administrative charges	-		-	-	-
Benefit payments	(13)		-	(132)	-
Transfers between Divisions
(including fixed account), net	-		1	(1)	-
Increase (decrease) in net assets derived from
principal transactions	(502)		6,151	13,493	4,996
Total increase (decrease) in net assets	(59)		6,517	15,383	5,004
Net assets at December 31, 2006	3,324		6,794	22,611	5,004
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(38)		(275)	(293)	(104)
Total realized gain (loss) on investments
and capital gains distributions	304		1,028	1,645	364
Net unrealized appreciation (depreciation)
of investments	(91)		214	(1,277)	(103)
Net increase (decrease) in net assets from operations	175		967	75	157
Changes from principal transactions:
Premiums	7		3,704	1,885	777
Surrenders and withdrawals	(861)		2,060	(10,390)	(3,351)
Cost of insurance and administrative charges	-		-	-	-
Benefit payments	(11)		(63)	(77)	(33)
Transfers between Divisions
(including fixed account), net	(1)		(2)	-	2
Increase (decrease) in net assets derived from
principal transactions	(866)		5,699	(8,582)	(2,605)
Total increase (decrease) in net assets	(691)		6,666	(8,507)	(2,448)
Net assets at December 31, 2007	$ 2,633	$ 13,460		$ 14,104	$ 2,556

The accompanying notes are an integral part of these financial statements.

122

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)
					ING VP
	ING Van	ING Van	ING Van		Strategic
	Kampen	Kampen Equity	Kampen Equity		Allocation
	Comstock	and Income	and Income		Conservative
	Portfolio -	Portfolio -	Portfolio -		Portfolio - Class
	Service Class	Initial Class	Service Class		S
Net assets at January 1, 2006	$ 168,923	$ 4,151	$ 34,098		$ 118
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(2,943)	(183)		147	-
Total realized gain (loss) on investments
and capital gains distributions	14,132	205		2,479	11
Net unrealized appreciation (depreciation)
of investments	13,498	189		2,922	25
Net increase (decrease) in net assets from operations	24,687	211		5,548	36
Changes from principal transactions:
Premiums	34,263	(2,100)		20,490	(530)
Surrenders and withdrawals	(7,353)	2,024		1,271	1,091
Cost of insurance and administrative charges	-	-		-	-
Benefit payments	(1,196)	(361)		(10)	-
Transfers between Divisions
(including fixed account), net	-	(12)		-	2
Increase (decrease) in net assets derived from
principal transactions	25,714	(449)		21,751	563
Total increase (decrease) in net assets	50,401	(238)		27,299	599
Net assets at December 31, 2006	219,324	3,913		61,397	717
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(2,449)	(211)		413	2
Total realized gain (loss) on investments
and capital gains distributions	11,466	174		2,687	24
Net unrealized appreciation (depreciation)
of investments	(19,509)	(133)		(2,862)	4
Net increase (decrease) in net assets from operations	(10,492)	(170)		238	30
Changes from principal transactions:
Premiums	25,028	(22,891)		56,424	2,270
Surrenders and withdrawals	(9,958)	23,083		(15,742)	(1,569)
Cost of insurance and administrative charges	-	-		-	-
Benefit payments	(1,918)	(402)		(205)	(3)
Transfers between Divisions
(including fixed account), net	-	9		1	-
Increase (decrease) in net assets derived from
principal transactions	13,152	(201)		40,478	698
Total increase (decrease) in net assets	2,660	(371)		40,716	728
Net assets at December 31, 2007	$ 221,984	$ 3,542	$ 102,113		$ 1,445

The accompanying notes are an integral part of these financial statements.

123

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)
	ING VP	ING VP
	Strategic	Strategic	ING VP	ING VP
	Allocation	Allocation	Growth and	Growth and
	Growth	Moderate	Income	Income
	Portfolio - Class	Portfolio - Class	Portfolio - Class	Portfolio - Class
	S	S	I	S
Net assets at January 1, 2006	$ 29	$ 362	$ -	$ 2,431
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(1)	-	-	15
Total realized gain (loss) on investments
and capital gains distributions	3	21	-	161
Net unrealized appreciation (depreciation)
of investments	20	29	-	271
Net increase (decrease) in net assets from operations	22	50	-	447
Changes from principal transactions:
Premiums	257	445	-	2,450
Surrenders and withdrawals	-	(164)	-	(571)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	-	-	-	-
Transfers between Divisions
(including fixed account), net	-	-	-	1
Increase (decrease) in net assets derived from
principal transactions	257	281	-	1,880
Total increase (decrease) in net assets	279	331	-	2,327
Net assets at December 31, 2006	308	693	-	4,758
Increase (decrease) in net assets
Operations:
Net investment income (loss)	2	7	2	42
Total realized gain (loss) on investments
and capital gains distributions	22	35	-	213
Net unrealized appreciation (depreciation)
of investments	(17)	(12)	-	43
Net increase (decrease) in net assets from operations	7	30	2	298
Changes from principal transactions:
Premiums	139	161	-	2,396
Surrenders and withdrawals	-	(23)	148	(30)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	-	-	-	-
Transfers between Divisions
(including fixed account), net	1	1	-	(2)
Increase (decrease) in net assets derived from
principal transactions	140	139	148	2,364
Total increase (decrease) in net assets	147	169	150	2,662
Net assets at December 31, 2007	$ 455	$ 862	$ 150	$ 7,420

The accompanying notes are an integral part of these financial statements.

124

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

	ING GET U.S.	ING GET U.S.	ING GET U.S.	ING GET U.S.
	Core Portfolio -	Core Portfolio -	Core Portfolio -	Core Portfolio -
	Series 1	Series 2	Series 3	Series 4
Net assets at January 1, 2006	$ 128,220	$ 90,928	$ 95,457	$ 60,557
Increase (decrease) in net assets
Operations:
Net investment income (loss)	372	484	270	262
Total realized gain (loss) on investments
and capital gains distributions	2,269	865	251	1,513
Net unrealized appreciation (depreciation)
of investments	2,548	1,727	2,440	967
Net increase (decrease) in net assets from operations	5,189	3,076	2,961	2,742
Changes from principal transactions:
Premiums	(59)	(167)	(204)	(21)
Surrenders and withdrawals	(39,471)	(27,912)	(29,104)	(12,291)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(2,501)	(1,364)	(688)	(1,024)
Transfers between Divisions
(including fixed account), net	(2)	(2)	(2)	(2)
Increase (decrease) in net assets derived from
principal transactions	(42,033)	(29,445)	(29,998)	(13,338)
Total increase (decrease) in net assets	(36,844)	(26,369)	(27,037)	(10,596)
Net assets at December 31, 2006	91,376	64,559	68,420	49,961
Increase (decrease) in net assets
Operations:
Net investment income (loss)	251	416	187	304
Total realized gain (loss) on investments
and capital gains distributions	2,435	1,005	984	2,119
Net unrealized appreciation (depreciation)
of investments	(1,124)	(14)	401	(1,606)
Net increase (decrease) in net assets from operations	1,562	1,407	1,572	817
Changes from principal transactions:
Premiums	(106)	(34)	93	(30)
Surrenders and withdrawals	(18,269)	(13,858)	(20,242)	(13,747)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(1,109)	(541)	(462)	(1,141)
Transfers between Divisions
(including fixed account), net	(2)	(3)	(1)	-
Increase (decrease) in net assets derived from
principal transactions	(19,486)	(14,436)	(20,612)	(14,918)
Total increase (decrease) in net assets	(17,924)	(13,029)	(19,040)	(14,101)
Net assets at December 31, 2007	$ 73,452	$ 51,530	$ 49,380	$ 35,860

The accompanying notes are an integral part of these financial statements.

125

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

	ING GET U.S.	ING GET U.S.	ING GET U.S.	ING GET U.S.
	Core Portfolio -	Core Portfolio -	Core Portfolio -	Core Portfolio -
	Series 5	Series 6	Series 7		Series 8
Net assets at January 1, 2006	$ 37,081	$ 42,244	$ 36,810	$ 15,156
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(71)	66	11		(22)
Total realized gain (loss) on investments
and capital gains distributions	1,919	883	558		262
Net unrealized appreciation (depreciation)
of investments	669	1,568	1,342		723
Net increase (decrease) in net assets from operations	2,517	2,517	1,911		963
Changes from principal transactions:
Premiums	48	(25)	(31)		-
Surrenders and withdrawals	(10,780)	(14,010)	(15,456)		(5,159)
Cost of insurance and administrative charges	-	-	-		-
Benefit payments	(200)	(311)	(341)		(50)
Transfers between Divisions
(including fixed account), net	(2)	(3)	(2)		(1)
Increase (decrease) in net assets derived from
principal transactions	(10,934)	(14,349)	(15,830)		(5,210)
Total increase (decrease) in net assets	(8,417)	(11,832)	(13,919)		(4,247)
Net assets at December 31, 2006	28,664	30,412	22,891		10,909
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(140)	47	52		16
Total realized gain (loss) on investments
and capital gains distributions	1,708	2,009	1,349		577
Net unrealized appreciation (depreciation)
of investments	(1,500)	(1,723)	(1,071)		(422)
Net increase (decrease) in net assets from operations	68	333	330		171
Changes from principal transactions:
Premiums	(20)	(34)	(22)		(3)
Surrenders and withdrawals	(5,081)	(5,650)	(6,709)		(1,097)
Cost of insurance and administrative charges	-	-	-		-
Benefit payments	(322)	(113)	(279)		(27)
Transfers between Divisions
(including fixed account), net	1	(1)	(1)		2
Increase (decrease) in net assets derived from
principal transactions	(5,422)	(5,798)	(7,011)		(1,125)
Total increase (decrease) in net assets	(5,354)	(5,465)	(6,681)		(954)
Net assets at December 31, 2007	$ 23,310	$ 24,947	$ 16,210	$ 9,955
The accompanying notes are an integral part of these financial statements.
126

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

	ING GET U.S.	ING GET U.S.	ING GET U.S.	ING GET U.S.
	Core Portfolio -	Core Portfolio -	Core Portfolio -	Core Portfolio -
	Series 9	Series 10	Series 11	Series 12
Net assets at January 1, 2006	$ 16,493	$ 12,504	$ 1,482	$ -
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(102)	(160)	(249)	(75)
Total realized gain (loss) on investments
and capital gains distributions	333	129	216	57
Net unrealized appreciation (depreciation)
of investments	792	721	725	533
Net increase (decrease) in net assets from operations	1,023	690	692	515
Changes from principal transactions:
Premiums	(3)	(11)	35	(6)
Surrenders and withdrawals	(7,383)	(4,339)	8,923	4,226
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(28)	(229)	-	-
Transfers between Divisions
(including fixed account), net	(1)	(1)	21	33
Increase (decrease) in net assets derived from
principal transactions	(7,415)	(4,580)	8,979	4,253
Total increase (decrease) in net assets	(6,392)	(3,890)	9,671	4,768
Net assets at December 31, 2006	10,101	8,614	11,153	4,768
Increase (decrease) in net assets
Operations:
Net investment income (loss)	31	(37)	94	(47)
Total realized gain (loss) on investments
and capital gains distributions	490	399	367	225
Net unrealized appreciation (depreciation)
of investments	(329)	(241)	(446)	(135)
Net increase (decrease) in net assets from operations	192	121	15	43
Changes from principal transactions:
Premiums	(27)	(4)	(11)	(9)
Surrenders and withdrawals	(2,701)	(2,638)	(2,201)	(788)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(44)	-	(130)	-
Transfers between Divisions
(including fixed account), net	-	2	1	-
Increase (decrease) in net assets derived from
principal transactions	(2,772)	(2,640)	(2,341)	(797)
Total increase (decrease) in net assets	(2,580)	(2,519)	(2,326)	(754)
Net assets at December 31, 2007	$ 7,521	$ 6,095	$ 8,827	$ 4,014

The accompanying notes are an integral part of these financial statements.

127

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

				ING VP Global
			ING VP Global	Science and
	ING GET U.S.	ING GET U.S.	Equity	Technology
	Core Portfolio -	Core Portfolio -	Dividend	Portfolio - Class
	Series 13	Series 14	Portfolio	S
Net assets at January 1, 2006	$ -	$ -	$ 60,143	$ 78
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(92)	-	963	(5)
Total realized gain (loss) on investments
and capital gains distributions	32	-	4,675	6
Net unrealized appreciation (depreciation)
of investments	(171)	-	7,614	3
Net increase (decrease) in net assets from operations	(231)	-	13,252	4
Changes from principal transactions:
Premiums	(2)	-	2,008	340
Surrenders and withdrawals	53,403	-	(13,229)	128
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(73)	-	(421)	-
Transfers between Divisions
(including fixed account), net	20	-	(13)	-
Increase (decrease) in net assets derived from
principal transactions	53,348	-	(11,655)	468
Total increase (decrease) in net assets	53,117	-	1,597	472
Net assets at December 31, 2006	53,117	-	61,740	550
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(700)	(1,429)	1,276	(9)
Total realized gain (loss) on investments
and capital gains distributions	558	296	9,954	16
Net unrealized appreciation (depreciation)
of investments	1,491	1,936	(10,566)	92
Net increase (decrease) in net assets from operations	1,349	803	664	99
Changes from principal transactions:
Premiums	(64)	(122)	43	502
Surrenders and withdrawals	(17,983)	88,509	(11,391)	(10)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(226)	(711)	(428)	-
Transfers between Divisions
(including fixed account), net	-	7	(5)	(1)
Increase (decrease) in net assets derived from
principal transactions	(18,273)	87,683	(11,781)	491
Total increase (decrease) in net assets	(16,924)	88,486	(11,117)	590
Net assets at December 31, 2007	$ 36,193	$ 88,486	$ 50,623	$ 1,140

The accompanying notes are an integral part of these financial statements.

128

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

	ING VP	ING VP Index	ING VP Index	ING VP Index
	Growth	Plus LargeCap	Plus MidCap	Plus SmallCap
	Portfolio - Class	Portfolio - Class	Portfolio - Class	Portfolio - Class
	S	S	S	S
Net assets at January 1, 2006	$ 285	$ 173,748	$ 177,634	$ 144,771
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(2)	(2,282)	(3,367)	(3,327)
Total realized gain (loss) on investments
and capital gains distributions	18	5,948	17,725	11,947
Net unrealized appreciation (depreciation)
of investments	(11)	17,530	(1,785)	8,014
Net increase (decrease) in net assets from operations	5	21,196	12,573	16,634
Changes from principal transactions:
Premiums	28	34,196	48,352	45,063
Surrenders and withdrawals	(44)	(22,112)	(15,552)	(7,218)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	-	(2,327)	(2,297)	(1,794)
Transfers between Divisions
(including fixed account), net	(1)	(13)	(18)	(6)
Increase (decrease) in net assets derived from
principal transactions	(17)	9,744	30,485	36,045
Total increase (decrease) in net assets	(12)	30,940	43,058	52,679
Net assets at December 31, 2006	273	204,688	220,692	197,450
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(2)	(3,193)	(3,892)	(3,888)
Total realized gain (loss) on investments
and capital gains distributions	21	13,187	23,058	23,486
Net unrealized appreciation (depreciation)
of investments	29	(4,826)	(13,818)	(35,463)
Net increase (decrease) in net assets from operations	48	5,168	5,348	(15,865)
Changes from principal transactions:
Premiums	58	24,433	36,194	26,470
Surrenders and withdrawals	250	71,011	(27,593)	(34,911)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	-	(2,104)	(1,778)	(1,297)
Transfers between Divisions
(including fixed account), net	-	-	(10)	(14)
Increase (decrease) in net assets derived from
principal transactions	308	93,340	6,813	(9,752)
Total increase (decrease) in net assets	356	98,508	12,161	(25,617)
Net assets at December 31, 2007	$ 629	$ 303,196	$ 232,853	$ 171,833

The accompanying notes are an integral part of these financial statements.

129

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

				ING VP
	ING VP	ING VP Small	ING VP Value	Financial
	International	Company	Opportunity	Services
	Equity Portfolio	Portfolio - Class	Portfolio - Class	Portfolio - Class
	- Class S	S	S	S
Net assets at January 1, 2006	$ 353	$ 1,294	$ 28,537	$ 75,980
Increase (decrease) in net assets
Operations:
Net investment income (loss)	-	(13)	(152)	(818)
Total realized gain (loss) on investments
and capital gains distributions	39	286	613	2,805
Net unrealized appreciation (depreciation)
of investments	69	(57)	2,987	9,020
Net increase (decrease) in net assets from operations	108	216	3,448	11,007
Changes from principal transactions:
Premiums	379	823	205	9,048
Surrenders and withdrawals	17	(181)	(4,910)	(2,823)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	-	-	(245)	(461)
Transfers between Divisions
(including fixed account), net	-	(1)	(6)	(12)
Increase (decrease) in net assets derived from
principal transactions	396	641	(4,956)	5,752
Total increase (decrease) in net assets	504	857	(1,508)	16,759
Net assets at December 31, 2006	857	2,151	27,029	92,739
Increase (decrease) in net assets
Operations:
Net investment income (loss)	29	(27)	(146)	(670)
Total realized gain (loss) on investments
and capital gains distributions	135	389	735	8,794
Net unrealized appreciation (depreciation)
of investments	(119)	(286)	(334)	(19,968)
Net increase (decrease) in net assets from operations	45	76	255	(11,844)
Changes from principal transactions:
Premiums	804	951	490	7,734
Surrenders and withdrawals	(1,707)	(354)	(4,755)	(17,581)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	-	(21)	(76)	(499)
Transfers between Divisions
(including fixed account), net	1	-	(2)	(61)
Increase (decrease) in net assets derived from
principal transactions	(902)	576	(4,343)	(10,407)
Total increase (decrease) in net assets	(857)	652	(4,088)	(22,251)
Net assets at December 31, 2007	$ -	$ 2,803	$ 22,941	$ 70,488

The accompanying notes are an integral part of these financial statements.

130

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

		ING VP		ING VP
	ING VP	MidCap		SmallCap
	International	Opportunities	ING VP Real	Opportunities
	Value Portfolio	Portfolio - Class	Estate Portfolio	Portfolio - Class
	- Class S	S	- Class S	S
Net assets at January 1, 2006	$ 2,846	$ 31,259	$ 628	$ 112,432
Increase (decrease) in net assets
Operations:
Net investment income (loss)	50	(647)	34	(2,703)
Total realized gain (loss) on investments
and capital gains distributions	445	1,446	120	9,359
Net unrealized appreciation (depreciation)
of investments	568	772	581	3,638
Net increase (decrease) in net assets from operations	1,063	1,571	735	10,294
Changes from principal transactions:
Premiums	2,484	224	4,724	11,840
Surrenders and withdrawals	552	(6,882)	11	(16,648)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(1)	(232)	-	(1,235)
Transfers between Divisions
(including fixed account), net	1	(5)	1	(14)
Increase (decrease) in net assets derived from
principal transactions	3,036	(6,895)	4,736	(6,057)
Total increase (decrease) in net assets	4,099	(5,324)	5,471	4,237
Net assets at December 31, 2006	6,945	25,935	6,099	116,669
Increase (decrease) in net assets
Operations:
Net investment income (loss)	44	(575)	146	(2,581)
Total realized gain (loss) on investments
and capital gains distributions	1,910	1,752	555	13,167
Net unrealized appreciation (depreciation)
of investments	(904)	4,194	(2,423)	(1,917)
Net increase (decrease) in net assets from operations	1,050	5,371	(1,722)	8,669
Changes from principal transactions:
Premiums	5,756	621	3,244	1,819
Surrenders and withdrawals	(541)	(5,107)	105	(25,813)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(27)	(406)	-	(1,048)
Transfers between Divisions
(including fixed account), net	-	(2)	2	11
Increase (decrease) in net assets derived from
principal transactions	5,188	(4,894)	3,351	(25,031)
Total increase (decrease) in net assets	6,238	477	1,629	(16,362)
Net assets at December 31, 2007	$ 13,183	$ 26,412	$ 7,728	$ 100,307

The accompanying notes are an integral part of these financial statements.

131

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

			Legg Mason
			Partners
			Variable	Legg Mason
	ING VP	ING VP	International	Partners
	Balanced	Intermediate	All Cap	Variable
	Portfolio - Class	Bond Portfolio -	Opportunity	Investors
	S	Class S	Portfolio	Portfolio
Net assets at January 1, 2006	$ 3,170	$ 300,774	$ 144	$ -
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(36)	14,375	1	-
Total realized gain (loss) on investments
and capital gains distributions	213	(3,956)	(1)	-
Net unrealized appreciation (depreciation)
of investments	397	(1,188)	31	-
Net increase (decrease) in net assets from operations	574	9,231	31	-
Changes from principal transactions:
Premiums	1,188	277,678	4	-
Surrenders and withdrawals	5,522	32,990	(46)	-
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(84)	(4,630)	-	-
Transfers between Divisions
(including fixed account), net	(9)	(11)	3	-
Increase (decrease) in net assets derived from
principal transactions	6,617	306,027	(39)	-
Total increase (decrease) in net assets	7,191	315,258	(8)	-
Net assets at December 31, 2006	10,361	616,032	136	-
Increase (decrease) in net assets
Operations:
Net investment income (loss)	104	19,091	(1)	-
Total realized gain (loss) on investments
and capital gains distributions	507	(1,995)	43	5
Net unrealized appreciation (depreciation)
of investments	(233)	12,314	(36)	(9)
Net increase (decrease) in net assets from operations	378	29,410	6	(4)
Changes from principal transactions:
Premiums	1,512	409,576	1	-
Surrenders and withdrawals	(2,289)	19,708	(29)	173
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(60)	(6,608)	(9)	-
Transfers between Divisions
(including fixed account), net	(1)	43	(1)	-
Increase (decrease) in net assets derived from
principal transactions	(838)	422,719	(38)	173
Total increase (decrease) in net assets	(460)	452,129	(32)	169
Net assets at December 31, 2007	$ 9,901	$ 1,068,161	$ 104	$ 169

The accompanying notes are an integral part of these financial statements.

132

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

	Legg Mason	Legg Mason	Legg Mason	Oppenheimer
	Partners	Partners	Partners	Main Street
	Variable Large	Variable High	Variable Money	Small Cap
	Cap Value	Income	Market	Fund®/VA -
	Portfolio	Portfolio	Portfolio	Service Class
Net assets at January 1, 2006	$ 302	$ 185	$ 24	$ 91
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(1)	8	(1)	(4)
Total realized gain (loss) on investments
and capital gains distributions	-	-	-	10
Net unrealized appreciation (depreciation)
of investments	43	7	-	45
Net increase (decrease) in net assets from operations	42	15	(1)	51
Changes from principal transactions:
Premiums	8	-	-	434
Surrenders and withdrawals	(101)	(62)	-	246
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	-	-	-	-
Transfers between Divisions
(including fixed account), net	4	-	-	-
Increase (decrease) in net assets derived from
principal transactions	(89)	(62)	-	680
Total increase (decrease) in net assets	(47)	(47)	(1)	731
Net assets at December 31, 2006	255	138	23	822
Increase (decrease) in net assets
Operations:
Net investment income (loss)	-	8	(32)	(12)
Total realized gain (loss) on investments
and capital gains distributions	62	4	-	45
Net unrealized appreciation (depreciation)
of investments	(49)	(13)	-	(100)
Net increase (decrease) in net assets from operations	13	(1)	(32)	(67)
Changes from principal transactions:
Premiums	1	-	-	526
Surrenders and withdrawals	(270)	(27)	174	42
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	-	-	-	-
Transfers between Divisions
(including fixed account), net	1	-	1	-
Increase (decrease) in net assets derived from
principal transactions	(268)	(27)	175	568
Total increase (decrease) in net assets	(255)	(28)	143	501
Net assets at December 31, 2007	$ -	$ 110	$ 166	$ 1,323

The accompanying notes are an integral part of these financial statements.

133

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

	PIMCO Real
	Return	Pioneer Equity	Pioneer Small
	Portfolio -	Income VCT	Cap Value VCT
	Administrative	Portfolio - Class	Portfolio - Class	ProFund VP
	Class	II	II	Bull
Net assets at January 1, 2006	$ 352	$ 3,429	$ -	$ 74,309
Increase (decrease) in net assets
Operations:
Net investment income (loss)	30	87	(69)	(1,075)
Total realized gain (loss) on investments
and capital gains distributions	29	190	199	5,768
Net unrealized appreciation (depreciation)
of investments	(57)	778	341	1,234
Net increase (decrease) in net assets from operations	2	1,055	471	5,927
Changes from principal transactions:
Premiums	1,039	3,840	6	1,619
Surrenders and withdrawals	(92)	231	6,382	(23,315)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	-	2	(95)	(944)
Transfers between Divisions
(including fixed account), net	-	(1)	1	-
Increase (decrease) in net assets derived from
principal transactions	947	4,072	6,294	(22,640)
Total increase (decrease) in net assets	949	5,127	6,765	(16,713)
Net assets at December 31, 2006	1,301	8,556	6,765	57,596
Increase (decrease) in net assets
Operations:
Net investment income (loss)	61	184	(73)	(733)
Total realized gain (loss) on investments
and capital gains distributions	(20)	769	1,215	3,588
Net unrealized appreciation (depreciation)
of investments	127	(1,434)	(1,600)	(1,667)
Net increase (decrease) in net assets from operations	168	(481)	(458)	1,188
Changes from principal transactions:
Premiums	810	8,823	3	602
Surrenders and withdrawals	151	(472)	(1,330)	(28,961)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	-	(89)	(103)	(362)
Transfers between Divisions
(including fixed account), net	-	1	(4)	(1)
Increase (decrease) in net assets derived from
principal transactions	961	8,263	(1,434)	(28,722)
Total increase (decrease) in net assets	1,129	7,782	(1,892)	(27,534)
Net assets at December 31, 2007	$ 2,430	$ 16,338	$ 4,873	$ 30,062

The accompanying notes are an integral part of these financial statements.

134

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

				Wells Fargo
		ProFund VP		Advantage
	ProFund VP	Rising Rates	ProFund VP	Asset Allocation
	Europe 30	Opportunity	Small-Cap	Fund
Net assets at January 1, 2006	$ 37,372	$ 50,608	$ 116,460	$ 3,308
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(636)	(277)	(2,465)	(5)
Total realized gain (loss) on investments
and capital gains distributions	2,120	4,204	7,717	68
Net unrealized appreciation (depreciation)
of investments	3,139	(80)	7,390	235
Net increase (decrease) in net assets from operations	4,623	3,847	12,642	298
Changes from principal transactions:
Premiums	1,399	4,956	7,281	220
Surrenders and withdrawals	(13,079)	(11,174)	(28,631)	(382)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(362)	(627)	(1,324)	(23)
Transfers between Divisions
(including fixed account), net	(4)	(4)	17	1
Increase (decrease) in net assets derived from
principal transactions	(12,046)	(6,849)	(22,657)	(184)
Total increase (decrease) in net assets	(7,423)	(3,002)	(10,015)	114
Net assets at December 31, 2006	29,949	47,606	106,445	3,422
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(67)	1,203	(1,326)	(7)
Total realized gain (loss) on investments
and capital gains distributions	2,536	71	13,519	118
Net unrealized appreciation (depreciation)
of investments	796	(3,446)	(14,654)	53
Net increase (decrease) in net assets from operations	3,265	(2,172)	(2,461)	164
Changes from principal transactions:
Premiums	24	911	1,265	-
Surrenders and withdrawals	(9,613)	(15,742)	(39,646)	(305)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(204)	(368)	(802)	-
Transfers between Divisions
(including fixed account), net	-	(5)	(11)	1
Increase (decrease) in net assets derived from
principal transactions	(9,793)	(15,204)	(39,194)	(304)
Total increase (decrease) in net assets	(6,528)	(17,376)	(41,655)	(140)
Net assets at December 31, 2007	$ 23,421	$ 30,230	$ 64,790	$ 3,282

The accompanying notes are an integral part of these financial statements.

135

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

	Wells Fargo		Wells Fargo
	Advantage	Wells Fargo	Advantage	Wells Fargo
	C&B Large	Advantage	Large	Advantage
	Cap Value	Equity Income	Company	Money Market
	Fund	Fund	Growth Fund	Fund
Net assets at January 1, 2006	$ 568	$ 1,007	$ 3,109	$ 784
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(6)	(9)	(75)	12
Total realized gain (loss) on investments
and capital gains distributions	24	17	17	-
Net unrealized appreciation (depreciation)
of investments	80	144	39	-
Net increase (decrease) in net assets from operations	98	152	(19)	12
Changes from principal transactions:
Premiums	16	19	17	1,340
Surrenders and withdrawals	(123)	(72)	(208)	(1,821)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	-	-	(22)	-
Transfers between Divisions
(including fixed account), net	1	(1)	(1)	(1)
Increase (decrease) in net assets derived from
principal transactions	(106)	(54)	(214)	(482)
Total increase (decrease) in net assets	(8)	98	(233)	(470)
Net assets at December 31, 2006	560	1,105	2,876	314
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(7)	(10)	(71)	3
Total realized gain (loss) on investments
and capital gains distributions	15	103	65	-
Net unrealized appreciation (depreciation)
of investments	(25)	(87)	143	-
Net increase (decrease) in net assets from operations	(17)	6	137	3
Changes from principal transactions:
Premiums	-	-	-	-
Surrenders and withdrawals	(47)	(106)	(284)	(190)
Cost of insurance and administrative charges	-	-	-	-
Benefit payments	(6)	-	(47)	-
Transfers between Divisions
(including fixed account), net	(1)	(1)	(1)	-
Increase (decrease) in net assets derived from
principal transactions	(54)	(107)	(332)	(190)
Total increase (decrease) in net assets	(71)	(101)	(195)	(187)
Net assets at December 31, 2007	$ 489	$ 1,004	$ 2,681	$ 127

The accompanying notes are an integral part of these financial statements.

136

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2007 and 2006
(Dollars in thousands)

	Wells Fargo	Wells Fargo
	Advantage	Advantage
	Small Cap	Total Return
	Growth Fund	Bond Fund
Net assets at January 1, 2006	$ 782	$ 1,392
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(20)	30
Total realized gain (loss) on investments
and capital gains distributions	31	(5)
Net unrealized appreciation (depreciation)
of investments	142	(4)
Net increase (decrease) in net assets from operations	153	21
Changes from principal transactions:
Premiums	2	50
Surrenders and withdrawals	(27)	(66)
Cost of insurance and administrative charges	-	-
Benefit payments	-	(19)
Transfers between Divisions
(including fixed account), net	-	(2)
Increase (decrease) in net assets derived from
principal transactions	(25)	(37)
Total increase (decrease) in net assets	128	(16)
Net assets at December 31, 2006	910	1,376
Increase (decrease) in net assets
Operations:
Net investment income (loss)	(22)	30
Total realized gain (loss) on investments
and capital gains distributions	180	(4)
Net unrealized appreciation (depreciation)
of investments	(66)	23
Net increase (decrease) in net assets from operations	92	49
Changes from principal transactions:
Premiums	-	-
Surrenders and withdrawals	(117)	(111)
Cost of insurance and administrative charges	-	-
Benefit payments	-	-
Transfers between Divisions
(including fixed account), net	(1)	-
Increase (decrease) in net assets derived from
principal transactions	(118)	(111)
Total increase (decrease) in net assets	(26)	(62)
Net assets at December 31, 2007	$ 884	$ 1,314

The accompanying notes are an integral part of these financial statements.

137

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

1.	Organization

	ING USA Annuity and Life Insurance Company Separate Account B (the “Account”) was established by ING USA Annuity and Life Insurance Company (“ING USA” or the “Company”) to support the operations of variable annuity contracts (“Contracts”). The Company is an indirect, wholly owned subsidiary of ING America Insurance Holdings, Inc. (“ING AIH”) an insurance holding company domiciled in the State of Delaware. ING AIH is an indirect wholly owned subsidiary of ING Groep, N.V. (“ING”), a global financial services holding company based in The Netherlands.

	During 2007, the Account had ING Architect Contracts, ING GoldenSelect Contracts, ING SmartDesign Contracts, ING Rollover Choice Contracts, ING Focus Contracts, and Wells Fargo ING Contracts (collectively, the “Contracts”). ING GoldenSelect Contracts sold by ING USA during 2007 included Access, Access One, DVA, DVA Plus, Premium Plus, ESII, Landmark, Legends, Generations, and Opportunities Contracts. ING SmartDesign Contracts included Variable Annuity, Advantage, Simplicity, and Signature Contracts. Wells Fargo ING Contracts included Wells Fargo ING Opportunities and Wells Fargo ING Landmark Contracts.

	The Account discontinued offering DVA 80 Contracts in May 1991 and discontinued registering DVA Series 100, Granite PrimElite and Value Contracts for sale to the public as of May 1, 2003.

	The Account also includes The Fund For Life Division, which is not included in the a ccompanying financial statements, and which ceased to accept new Contracts effective December 31, 1994.

	The Account is registered as a unit investment trust with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended. ING USA provides for variable accumulation and benefits under the Contracts by crediting annuity considerations to one or more divisions within the Account or the ING USA guaranteed interest division, the ING USA fixed interest division, and the fixed separate account, which are not part of the Account, as directed by the contractowners. The portion of the Account’s assets applicable to Contracts will not be charged with liabilities arising out of any other business ING USA may conduct, but obligations of the Account, including the promise to make benefit payments, are obligations of ING USA. The assets and liabilities of the Account are clearly identified and distinguished from the other assets and liabilities of ING USA.

138

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

At December 31, 2007, the Account had 189 investment divisions (the “Divisions”), 28
of which invest in independently managed mutual fund portfolios and 161 of which
invest in mutual fund portfolios managed by affiliates, either Directed Services LLC
(“DSL”) or ING Investments, LLC (“IIL”). The assets in each Division are invested in
shares of a designated mutual fund (“Fund”) of various investment trusts (the “Trusts”).
Investment Divisions at December 31, 2007 and related Trusts are as follows:

AIM Variable Insurance Funds:
     AIM V.I. Leisure Fund - Series I Shares
Columbia Funds Variable Insurance Trust:
     Columbia Asset Allocation Fund, Variable Series -
          Class A
     Columbia Federal Securities Fund, Variable Series -
          Class A
     Columbia Large Cap Growth Fund, Variable Series -
          Class A
     Columbia Small Cap Value Fund, Variable Series -
          Class B
     Columbia Small Company Growth Fund, Variable
          Series - Class A
Fidelity® Variable Insurance Products:
     Fidelity® VIP Equity-Income Portfolio - Service
          Class 2
Fidelity® Variable Insurance Products II:
     Fidelity® VIP Contrafund® Portfolio - Service Class 2
Franklin Templeton Variable Insurance Products Trust:
     Franklin Small Cap Value Securities Fund - Class 2
ING GET Fund:
     ING GET Fund - Series U
     ING GET Fund - Series V
ING Investors Trust:
     ING AllianceBernstein Mid Cap Growth Portfolio -
          Service Class
     ING AllianceBernstein Mid Cap Growth Portfolio -
          Service 2 Class
     ING American Funds Growth Portfolio
     ING American Funds Growth-Income Portfolio
     ING American Funds International Portfolio
     ING BlackRock Large Cap Growth Portfolio -
          Institutional Class**
     ING BlackRock Large Cap Growth Portfolio - Service
          Class
     ING BlackRock Large Cap Value Portfolio - Service
          Class
     ING BlackRock Large Cap Value Portfolio - Service 2
          Class
     ING Capital Guardian U.S. Equities Portfolio - Service
          Class
     ING Capital Guardian U.S. Equities Portfolio - Service
          2 Class
     ING EquitiesPlus Portfolio - Service Class*
     ING EquitiesPlus Portfolio - Service 2 Class*
     ING Evergreen Health Sciences Portfolio - Service
          Class
     ING Evergreen Omega Portfolio - Service Class
     ING Evergreen Omega Portfolio - Service 2 Class

ING Investors Trust (continued):
     ING FMR^SMDiversified Mid Cap Portfolio - Service
          Class
     ING FMR^SMDiversified Mid Cap Portfolio - Service
          2 Class
     ING FMR^SMLarge Cap Growth Portfolio - Service
          Class
     ING FMR^SMMid Cap Growth Portfolio - Service
          Class
     ING FMR^SMMid Cap Growth Portfolio - Service 2
          Class
     ING Focus 5 Portfolio - Service Class**
     ING Franklin Income Portfolio - Service Class*
     ING Franklin Income Portfolio - Service 2 Class*
     ING Franklin Mutual Shares Portfolio - Service
          Class**
     ING Franklin Templeton Founding Strategy Portfolio
          - Service Class**
     ING Global Real Estate Portfolio - Service Class*
     ING Global Real Estate Portfolio - Service 2 Class*
     ING Global Resources Portfolio - Service Class
     ING Global Resources Portfolio - Service 2 Class
     ING Global Technology Portfolio - Service Class
     ING Global Technology Portfolio - Service 2 Class
     ING International Growth Opportunities Portfolio -
          Service Class
     ING International Growth Opportunities Portfolio -
          Service 2 Class
     ING Janus Contrarian Portfolio - Service Class
     ING Janus Contrarian Portfolio - Service 2 Class
     ING JPMorgan Emerging Markets Equity Portfolio -
          Adviser Class
     ING JPMorgan Emerging Markets Equity Portfolio -
          Service Class
     ING JPMorgan Small Cap Core Equity Portfolio -
          Service Class
     ING JPMorgan Small Cap Core Equity Portfolio -
          Service 2 Class
     ING JPMorgan Value Opportunities Portfolio -
          Service Class
     ING JPMorgan Value Opportunities Portfolio -
          Service 2 Class
     ING Julius Baer Foreign Portfolio - Service Class
     ING Julius Baer Foreign Portfolio - Service 2 Class
     ING Legg Mason Value Portfolio - Service Class
     ING Legg Mason Value Portfolio - Service 2 Class
     ING LifeStyle Aggressive Growth Portfolio - Service
          Class

139

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

ING Investors Trust (continued):
       ING LifeStyle Aggressive Growth Portfolio - Service 2
              Class*
       ING LifeStyle Growth Portfolio - Service Class
       ING LifeStyle Growth Portfolio - Service 2 Class*
       ING LifeStyle Moderate Growth Portfolio - Service
              Class
       ING LifeStyle Moderate Growth Portfolio - Service 2
              Class*
       ING LifeStyle Moderate Portfolio - Service Class
       ING LifeStyle Moderate Portfolio - Service 2 Class*
       ING Limited Maturity Bond Portfolio - Service Class
       ING Liquid Assets Portfolio - Service Class
       ING Liquid Assets Portfolio - Service 2 Class
       ING Lord Abbett Affiliated Portfolio - Service Class
       ING Lord Abbett Affiliated Portfolio - Service 2 Class
       ING Marsico Growth Portfolio - Service Class
       ING Marsico Growth Portfolio - Service 2 Class
       ING Marsico International Opportunities Portfolio -
              Service Class
       ING MFS Total Return Portfolio - Service Class
       ING MFS Total Return Portfolio - Service 2 Class
       ING MFS Utilities Portfolio - Service Class
       ING Oppenheimer Main Street Portfolio® - Service
              Class
       ING Oppenheimer Main Street Portfolio® - Service 2
              Class
       ING PIMCO Core Bond Portfolio - Service Class
       ING PIMCO Core Bond Portfolio - Service 2 Class
       ING PIMCO High Yield Portfolio - Service Class
       ING Pioneer Fund Portfolio - Service Class
       ING Pioneer Mid Cap Value Portfolio - Service Class
       ING T. Rowe Price Capital Appreciation Portfolio -
              Service Class
       ING T. Rowe Price Capital Appreciation Portfolio -
              Service 2 Class
       ING T. Rowe Price Equity Income Portfolio - Service
              Class
       ING T. Rowe Price Equity Income Portfolio - Service 2
              Class
       ING Templeton Global Growth Portfolio - Service
              Class
       ING Templeton Global Growth Portfolio - Service 2
              Class
       ING UBS U.S. Allocation Portfolio - Service Class
       ING UBS U.S. Allocation Portfolio - Service 2 Class
       ING Van Kampen Capital Growth Portfolio - Service
              Class
       ING Van Kampen Capital Growth Portfolio - Service 2
              Class
       ING Van Kampen Global Franchise Portfolio - Service
              Class
       ING Van Kampen Global Franchise Portfolio - Service
              2 Class
       ING Van Kampen Growth and Income Portfolio -
              Service Class

ING Investors Trust (continued):
       ING Van Kampen Growth and Income Portfolio -
              Service 2 Class
       ING Van Kampen Real Estate Portfolio - Service
              Class
       ING Van Kampen Real Estate Portfolio - Service 2
              Class
       ING VP Index Plus International Equity Portfolio -
              Service Class
       ING VP Index Plus International Equity Portfolio -
              Service 2 Class*
       ING Wells Fargo Disciplined Value Portfolio -
              Service Class
       ING Wells Fargo Disciplined Value Portfolio -
              Service 2 Class
       ING Wells Fargo Small Cap Disciplined Portfolio -
              Service Class
       ING Wells Fargo Small Cap Disciplined Portfolio -
              Service 2 Class
ING Mutual Funds:
       ING Diversified International Fund - Class R*
ING Partners, Inc.:
       ING American Century Large Company Value
              Portfolio - Service Class
       ING American Century Small-Mid Cap Value
              Portfolio - Service Class
       ING Baron Small Cap Growth Portfolio - Service
              Class
       ING Columbia Small Cap Value II Portfolio -
              Service Class*
       ING Davis New York Venture Portfolio - Service
              Class
       ING JPMorgan International Portfolio - Service
              Class
       ING JPMorgan Mid Cap Value Portfolio - Service
              Class
       ING Legg Mason Partners Aggressive Growth
              Portfolio - Service Class
       ING Neuberger Berman Partners Portfolio - Service
              Class*
       ING Neuberger Berman Regency Portfolio - Service
              Class*
       ING OpCap Balanced Value Portfolio - Service
              Class
       ING Oppenheimer Global Portfolio - Initial Class
       ING Oppenheimer Global Portfolio - Service Class
       ING Oppenheimer Strategic Income Portfolio -
              Service Class
       ING PIMCO Total Return Portfolio - Service Class
       ING Solution 2015 Portfolio - Service Class
       ING Solution 2025 Portfolio - Service Class
       ING Solution 2035 Portfolio - Service Class
       ING Solution 2045 Portfolio - Service Class
       ING Solution Income Portfolio - Service Class*
       ING T. Rowe Price Diversified Mid Cap Growth
              Portfolio - Service Class

140

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

ING Partners, Inc. (continued):
      ING T. Rowe Price Diversified Mid Cap Growth Portfolio - Service
              Class
      ING Templeton Foreign Equity Portfolio - Service
              Class*
       ING Thornburg Value Portfolio - Initial Class
       ING Thornburg Value Portfolio - Service Class
       ING UBS U.S. Large Cap Equity Portfolio - Service
              Class
       ING UBS U.S. Small Cap Growth Portfolio - Service
              Class*
       ING Van Kampen Comstock Portfolio - Service Class
       ING Van Kampen Equity and Income Portfolio - Initial
              Class
       ING Van Kampen Equity and Income Portfolio -
              Service Class
ING Strategic Allocation Portfolios, Inc.:
       ING VP Strategic Allocation Conservative Portfolio -
              Class S
       ING VP Strategic Allocation Growth Portfolio -
              Class S
       ING VP Strategic Allocation Moderate Portfolio -
              Class S
ING Variable Funds:
       ING VP Growth and Income Portfolio - Class I**
       ING VP Growth and Income Portfolio - Class S
ING Variable Insurance Trust:
       ING GET U.S. Core Portfolio - Series 1
       ING GET U.S. Core Portfolio - Series 2
       ING GET U.S. Core Portfolio - Series 3
       ING GET U.S. Core Portfolio - Series 4
       ING GET U.S. Core Portfolio - Series 5
       ING GET U.S. Core Portfolio - Series 6
       ING GET U.S. Core Portfolio - Series 7
       ING GET U.S. Core Portfolio - Series 8
       ING GET U.S. Core Portfolio - Series 9
       ING GET U.S. Core Portfolio - Series 10
       ING GET U.S. Core Portfolio - Series 11
       ING GET U.S. Core Portfolio - Series 12*
       ING GET U.S. Core Portfolio - Series 13*
       ING GET U.S. Core Portfolio - Series 14**
       ING VP Global Equity Dividend Portfolio
ING Variable Portfolios, Inc.:
       ING VP Global Science and Technology Portfolio -
              Class S
       ING VP Growth Portfolio - Class S
       ING VP Index Plus LargeCap Portfolio - Class S
       ING VP Index Plus MidCap Portfolio - Class S
       ING VP Index Plus SmallCap Portfolio - Class S
       ING VP Small Company Portfolio - Class S
       ING VP Value Opportunity Portfolio - Class S

ING Variable Products Trust:
      ING VP Financial Services Portfolio - Class S
      ING VP International Value Portfolio - Class S
      ING VP MidCap Opportunities Portfolio - Class S
      ING VP Real Estate Portfolio - Class S
      ING VP SmallCap Opportunities Portfolio - Class S
ING VP Balanced Portfolio, Inc.:
      ING VP Balanced Portfolio - Class S
ING VP Intermediate Bond Portfolio:
      ING VP Intermediate Bond Portfolio - Class S
Legg Mason Partners Variable Equity Trust:
      Legg Mason Partners Variable International All Cap
            Opportunity Portfolio
      Legg Mason Partners Variable Investors Portfolio**
Legg Mason Partners Variable Income Trust:
      Legg Mason Partners Variable High Income Portfolio
      Legg Mason Partners Variable Money Market
            Portfolio
Oppenheimer Variable Account Funds:
      Oppenheimer Main Street Small Cap Fund®/VA -
            Service Class
PIMCO Variable Insurance Trust:
      PIMCO Real Return Portfolio - Administrative Class
Pioneer Variable Contracts Trust:
      Pioneer Equity Income VCT Portfolio - Class II
      Pioneer Small Cap Value VCT Portfolio - Class II*
ProFunds:
      ProFund VP Bull
      ProFund VP Europe 30
      ProFund VP Rising Rates Opportunity
      ProFund VP Small-Cap
Wells Fargo Funds Trust:
      Wells Fargo Advantage Asset Allocation Fund
      Wells Fargo Advantage C&B Large Cap Value Fund
      Wells Fargo Advantage Equity Income Fund
      Wells Fargo Advantage Large Company Growth
            Fund
      Wells Fargo Advantage Money Market Fund
      Wells Fargo Advantage Small Cap Growth Fund
      Wells Fargo Advantage Total Return Bond Fund

      *      Division became available in 2006
      **     Division became available in 2007

141

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

The names of certain Divisions were changed during 2007. The following is a summary
of current and former names for those Divisions:

Current Name

Former Name

Columbia Funds Variable Insurance Trust:
    Columbia Small Cap Value Fund, Variable Series - Class B
ING Investors Trust:
     ING International Growth Opportunities Portfolio -
          Service Class
     ING International Growth Opportunities Portfolio -
          Service 2 Class
     ING Van Kampen Capital Growth Portfolio - Service
          Class
     ING Van Kampen Capital Growth Portfolio - Service 2
          Class
     ING Wells Fargo Disciplined Value Portfolio - Service
          Class
     ING Wells Fargo Disciplined Value Portfolio - Service
          2 Class
ING Partners, Inc.:
     ING Davis New York Venture Portfolio - Service
          Class
Legg Mason Partners Variable Equity Trust:
     Legg Mason Partners Variable International All Cap
          Opportunity Portfolio

Liberty Variable Investment Trust:
     Colonial Small Cap Value Fund, Variable Series -
          Class B
ING Investors Trust:
     ING International Portfolio - Service Class

     ING International Portfolio - Service 2 Class
     ING Van Kampen Equity Growth Portfolio - Service
          Class
     ING Van Kampen Equity Growth Portfolio - Service 2
          Class
     ING Wells Fargo Mid Cap Disciplined Portfolio -
          Service Class
     ING Wells Fargo Mid Cap Disciplined Portfolio -
          Service 2 Class
ING Partners, Inc.:
     ING Davis Venture Value Portfolio - Service Class

Legg Mason Partners Variable Portfolios III:
Legg Mason Partners Variable International All Cap
Growth Portfolio

The following Divisions were closed to contractowners in 2007:

Franklin Templeton Variable Insurance Products Trust:
     Mutual Shares Securities Fund - Class 2
ING GET Fund:
     ING GET Fund - Series Q
     ING GET Fund - Series R
     ING GET Fund - Series S
     ING GET Fund - Series T
ING Investors Trust:
     ING Capital Guardian Small/Mid Cap Portfolio - Service Class
     ING Capital Guardian Small/Mid Cap Portfolio - Service 2 Class
     ING Legg Mason Partners All Cap Portfolio - Service Class
     ING Legg Mason Partners All Cap Portfolio - Service 2 Class
     ING MarketPro Portfolio - Service Class
     ING MarketPro Portfolio - Service 2 Class
     ING MarketStyle Growth Portfolio - Service Class
     ING MarketStyle Moderate Growth Portfolio - Service Class
     ING MarketStyle Moderate Portfolio - Service Class
ING Partners, Inc.:
     ING American Century Select Portfolio - Initial Class
     ING American Century Select Portfolio - Service Class
     ING Fundamental Research Portfolio - Initial Class
     ING Fundamental Research Portfolio - Service Class
     ING Goldman Sachs® Capital Growth Portfolio - Service Class
ING Variable Portfolios, Inc.:
     ING VP International Equity Portfolio - Class S
Legg Mason Partners Variable Equity Trust:
     Legg Mason Partners Variable Large Cap Value Portfolio

142

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

	The following Divisions were offered during 2007, but had no investments as of December 31, 2007:

	ING Investors Trust: ING BlackRock Large Cap Growth Portfolio - Service 2 Class ING Evergreen Health Sciences Portfolio - Service 2 Class



2.	Significant Accounting Policies

	The following is a summary of the significant accounting policies of the Account:

	Use of Estimates

	The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from reported results using those estimates.

	Investments

	Investments are made in shares of a Fund and are recorded at fair value, determined by the net asset value per share of the respective Fund. Investment transactions in each Fund are recorded on the trade date. Distributions of net investment income and capital gains from each Fund are recognized on the ex-distribution date. Realized gains and losses on redemptions of the shares of the Fund are determined on the specific identification basis. The difference between cost and current market value of investments owned on the day of measurement is recorded as unrealized appreciation or depreciation of investments.

	Federal Income Taxes

	Operations of the Account form a part of, and are taxed with, the total operations of ING USA, which is taxed as a life insurance company under the Internal Revenue Code. Earnings and realized capital gains of the Account attributable to the contractowners are excluded in the determination of the federal income tax liability of ING USA.

	Contractowner Reserves

	Prior to the annuity date, the Contracts are redeemable for the net cash surrender value of the Contracts. The annuity reserves of the Account are represented by net assets on the Statements of Assets and Liabilities and are equal to the aggregate account values of the contractowners invested in the Account Divisions. To the extent that benefits to be paid to the contractowners exceed their account values, ING USA will contribute additional

143

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

	funds to the benefit proceeds. Conversely, if amounts allocated exceed amounts required, transfers may be made to ING USA.

	Changes from Principal Transactions

	Included in Changes from Principal Transactions on the Statements of Changes in Net Assets are items which relate to contractowner activity, including deposits, surrenders and withdrawals, benefits, and contract charges. Also included are transfers between the fixed account and the Divisions, transfers between Divisions, and transfers to (from) ING USA related to gains and losses resulting from actual mortality experience (the full responsibility for which is assumed by ING USA). Any net unsettled transactions as of the reporting date are included in Payable to related parties on the Statements of Assets and Liabilities.

3.	New Accounting Pronouncements

	Fair Value Measurements

	In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“FAS”) No. 157, “Fair Value Measurements” (“FAS No. 157”). FAS No. 157 provides guidance for using fair value to measure assets and liabilities whenever other standards require (or permit) assets or liabilities to be measured at fair value. FAS No. 157 does not expand the use of fair value to any new circumstances.

	Under FAS No. 157, the FASB clarifies the principle that fair value should be based on the assumptions market participants would use when pricing the asset or liability. In support of this principle, FAS No. 157 establishes a fair value hierarchy that prioritizes the information used to develop such assumptions. The fair value hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data. FAS No. 157 also requires separate disclosure of fair value measurements by level within the hierarchy and expanded disclosure of the effect on earnings for items measured using unobservable data.

	The provisions of FAS No. 157 are effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company is in the process of determining the impact of adoption of FAS No. 157 on the Account.

144

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

4.	Charges and Fees

	Prior to February 1, 2000, DVA Plus, Access, and Premium Plus Contracts each had three different death benefit options referred to as Standard, Annual Ratchet, and 7% Solution; however, in the state of Washington, the 5.5% Solution is offered instead of the 7% Solution. After February 1, 2000, DVA Plus, Access and Premium Plus each had four different death benefit options referred to as Standard, Annual Ratchet, 7% Solution and Max 7. In the state of Washington, the 5.5% Solution is offered instead of the 7% Solution and Max 5.5 is offered instead of Max 7 after February 1, 2000. ES II, Generations, Landmark and Opportunities contracts each have four different death benefit options referred to as Standard, Annual or Quarterly Ratchet, 7% Solution and Max 7. In the state of Washington, the 5.5% Solution is offered instead of the 7% Solution and Max 5.5 is offered instead of Max 7. SmartDesign Advantage, SmartDesign Signature, and SmartDesign Variable Annuity contracts each have three different death benefit options referred to as Option Package I, Option Package II, and Option Package III. Focus has two different options referred to as Option Package I, Option Package II.

	Under the terms of all Contracts, certain charges are allocated to the Contracts to cover I NG USA’s expenses in connection with the issuance and administration of the Contracts. Following is a summary of these charges:

	Mortality and Expense Risk Charges

	ING USA assumes mortality and expense risks related to the operations of the Account and, in accordance with the terms of the Contracts, deducts a daily charge from the assets of the Account.

	Daily charges are deducted at annual rates of up to 2.20% of the average daily net asset value of each Division of the Account to cover these risks, as specified in the Contracts:

		Series		Annual Rates
		ING:
		Architect Standard		0.85 %
		Architect Quarterly Ratchet		1.10
		Architect Max 7		1.40
		Focus Variable Annuity Option I		0.60
		Focus Variable Annuity Option II		0.80
		Rollover Choice^SMOption I (pre August 7, 2003)		0.60
		Rollover Choice^SMOption II (pre August 7, 2003)		0.80
		Rollover Choice^SMOption III (pre August 7, 2003)		0.95
		Rollover Choice^SMOption I (post August 7, 2003)		0.85
		Rollover Choice^SMOption II (post August 7, 2003)		1.05
		Rollover Choice^SMOption III (post August 7, 2003)		1.20

145

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

		Series		Annual Rates
		ING GoldenSelect:
		Access® (pre February 2000) Standard		1.25 %
		Access® (post January 2000) Standard		1.65
		Access® (post 2000) Standard		1.30
		Access® (pre February 2000) Annual Ratchet		1.40
		Access® (pre February 2000) 5.5% Solution		1.40
		Access® (post January 2000) Annual Ratchet		1.45
		Access® (post January 2000) 5.5 % Solution		1.45
		Access® (post 2000) 5.5% Solution		1.45
		Access® (pre February 2000) 7% Solution		1.55
		Access® (post January 2000) Max 5.5		1.55
		Access® (post 2000) Annual Ratchet		1.55
		Access® (post 2000) Max 5.5		1.60
		Access® (post January 2000) 7% Solution		1.65
		Access® (post 2000) 7% Solution		1.65
		Access® (post April 2001) Standard		1.65
		Access® (post January 2000) Max 7		1.75
		Access® (post 2000) Max 7		1.75
		Access® (post April 2001) 5.5% Solution		1.80
		Access® (post April 2001) Quarterly Ratchet		1.90
		Access® (post April 2001) Max 5.5		1.95
		Access® (post April 2001) 7% Solution		2.00
		Access® (post April 2001) Max 7		2.20
		Access® One		0.35
		DVA		0.90
		DVA 80		0.80
		DVA Plus (pre February 2000) Standard		1.10
		DVA Plus (post January 2000) Standard		1.15
		DVA Plus (post 2000) Standard		1.15
		DVA Plus (pre February 2000) Annual Ratchet		1.25
		DVA Plus (pre February 2000) 5.5% Solution		1.25
		DVA Plus (post January 2000) 5.5% Solution		1.25
		DVA Plus (post 2000) 5.5% Solution		1.30
		DVA Plus (post January 2000) Annual Ratchet		1.30
		DVA Plus (pre February 2000) 7% Solution		1.40
		DVA Plus (post January 2000) Max 5.5		1.40
		DVA Plus (post 2000) Annual Ratchet		1.40
		DVA Plus (post 2000) Max 5.5		1.45
		DVA Plus (post January 2000) 7% Solution		1.50
		DVA Plus (post 2000) 7% Solution		1.50
		DVA Plus (post January 2000) Max 7		1.60
		DVA Plus (post 2000) Max 7		1.60
		DVA Series 100		1.25
		ES II (pre 2001)		1.25
		ES II (post 2000) Standard		1.25

146

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

		Series		Annual Rates
		ING GoldenSelect (continued):
		ES II (post 2000) Deferred Ratchet		1.30 %
		ES II (post 2000) 5.5% Solution		1.40
		ES II (post 2000) Quarterly Ratchet		1.50
		ES II (post 2000) Max 5.5		1.55
		ES II (post 2000) 7% Solution		1.60
		ES II (post 2000) Max 7		1.80
		Generations-7% Solution		1.60
		Generations-Deferred Ratchet		1.30
		Generations-Max 7		1.80
		Generations-Quarterly Ratchet		1.50
		Generations-Standard		1.25
		Granite PrimElite-Annual Ratchet		1.25
		Granite PrimElite-Standard		1.10
		Landmark-Max 7		2.05
		Landmark-Quarterly Ratchet		1.75
		Landmark-Standard		1.50
		Landmark 7% Solution		1.85
		Landmark 5.5% Solution		1.65
		Landmark-Max 5.5		1.80
		Legends-Standard		1.50
		Legends Max 7		2.05
		Legends Quarterly Ratchet		1.75
		Opportunities-Max 7		1.80
		Opportunities-Quarterly Ratchet		1.50
		Opportunities-Standard		1.25
		Opportunities 7% Solution		1.60
		Opportunities 5.5% Solution		1.40
		Opportunities-Max 5.5		1.55
		Premium Plus (pre February 2000) Standard		1.25
		Premium Plus (post January 2000) Standard		1.40
		Premium Plus (post 2000) Standard		1.30
		Premium Plus (pre February 2000) Quarterly Ratchet		1.40
		Premium Plus (pre February 2000) 5.5% Solution		1.40
		Premium Plus (post January 2000) Quarterly Ratchet		1.65
		Premium Plus (post January 2000) 5.5% Solution		1.45
		Premium Plus (post 2000) 5.5% Solution		1.45
		Premium Plus (pre February 2000) 7% Solution		1.55
		Premium Plus (post January 2000) Max 5.5		1.55
		Premium Plus (post 2000) Annual Ratchet		1.55
		Premium Plus (post 2000) Max 5.5		1.60
		Premium Plus (post January 2000) 7% Solution		1.65
		Premium Plus (post 2000) 7% Solution		1.65
		Premium Plus (post January 2000) Max 7		1.95

147

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

		Series		Annual Rates
		ING GoldenSelect (continued):
		Premium Plus (post 2000) Max 7		1.95 %
		VA Bonus Option I		1.30
		VA Bonus Option II		1.60
		VA Bonus Option III		1.75
		VA Option I		0.80
		VA Option II		1.10
		VA Option III		1.25
		Value-Standard		0.75
		ING SmartDesign:
		Advantage Option I		1.50
		Advantage Option II		1.70
		Advantage Option III		1.85
		Signature Option I		1.10
		Signature Option II		1.30
		Signature Option III		1.45
		Simplicity Variable Annuity Years 1-10		2.00
		Simplicity Variable Annuity Years 11+		1.25
		Variable Annuity Option I		0.80
		Variable Annuity Option II		1.10
		Variable Annuity Option III		1.25
		Wells Fargo ING:
		Landmark-Max 7		2.05
		Landmark-Quarterly Ratchet		1.75
		Landmark-Standard		1.50
		Opportunities-Standard		1.25
		Opportunities-Max 7		1.80
		Opportunities-Quarterly Ratchet		1.50

Asset Based Administrative Charges

A daily charge to cover administrative expenses of the Account at an annual rate of
0.10% is deducted from assets attributable to DVA and DVA Series 100 Contracts. A
daily charge at an annual rate of 0.15% is deducted from the assets attributable to the
Access, Access One, Advantage, Architect, DVA Plus, ESII, Focus VA, Generations,
Granite PrimElite, Landmark, Legends, Premium Plus, Rollover Choice, Signature,
Opportunities Contracts, Variable Annuity, and Value.

Contract Maintenance Charges

An annual Contract fee may be deducted from the accumulation value of Contracts to
cover ongoing administrative expenses, as specified in the Contracts. The charge is $30
per Contract year for Generations, Opportunities, Landmark, Focus VA, Signature,
Legends, Simplicity, ES II, Value, Variable Annuity, Advantage, and Rollover Choice
Contracts. For DVA Series 100 and Access One Contracts there is no charge. For all

148

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

other Contracts, the charge is $40. The charge is incurred at the beginning of the
Contract processing period and deducted at the end of the Contract processing period.
This charge had been waived for certain offerings of the Contracts.

Contingent Deferred Sales Charges

Under DVA 80, DVA, DVA Plus, Premium Plus, ES II, Value, Granite PrimElite,
Generations, Opportunities, Premium Plus, Focus VA, Signature, Legends, Simplicity,
Landmark, VA, Advantage, and Rollover Choice Contracts, a contingent deferred sales
charge (“Surrender Charge”) is imposed as a percentage of each premium payment if the
Contract is surrendered or an excess partial withdrawal is taken, as specified in the
Contract. The following table reflects the Surrender Charge that is assessed based upon
the date a premium payment is received.

Complete		Granite
Years Elapsed		PrimElite		Opportunities,
Since Premium	DVA 80	& DVA	Premium	ES II &
Payment	& DVA	Plus	Plus	Generations	Value	Architect
0	6 %	7 %	8 %	8 %	6 %	8 %
1	5	7	8	7	6	7
2	4	6	8	6	6	6
3	3	5	8	5	5	5
4	2	4	7	4	4	4
5	1	3	6	3	3	3
6	-	1	5	2	1	2
7	-	-	3	1	-	-
8	-	-	1	-	-	-
9+	-	-	-	-	-	-

Complete
Years Elapsed
Since Premium		Landmark	Signature	Rollover
Payment	Advantage	& Legends	& VA	Choice	Focus VA	Simplicity
0	6 %	6 %	7 %	6 %	3 %	6 %
1	5	5	7	6	2	6
2	4	4	6	5	1	5
3	-	3	6	4	-	4
4	-	-	5	3	-	3
5	-	-	4	2	-	-
6	-	-	3	1	-	-
7	-	-	-	-	-	-
8	-	-	-	-	-	-
9+	-	-	-	-	-	-

149

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Withdrawal and Distribution Charges

Under DVA 80, DVA, and DVA Series 100 Contracts, a charge is deducted from the
accumulation value for contractowners taking more than one conventional partial
withdrawal during a Contract year. For DVA 80 and DVA Contracts, annual distribution
fees are deducted from the Contracts’ accumulation values.

Deferred Sales Load

Under Contracts offered prior to October 1995, a sales load of up to 7.50% was assessed
against each premium payment for sales-related expenses, as specified in the Contracts.
For DVA Series 100, the sales load is deducted in equal annual installments over the
period the Contract is in force, not to exceed 10 years. For DVA 80 and DVA Contracts,
although the sales load is chargeable to each premium when ING USA receives it, the
amount of such charge is initially advanced by ING USA to contractowners and included
in the accumulation value, and then deducted in equal installments on each Contract
anniversary date over a period of six years. Upon surrender of the Contract, the
unamortized deferred sales load is deducted from the accumulation value. In addition,
when partial withdrawal limits are exceeded, a portion of the unamortized deferred sales
load is deducted.

Premium Taxes

For certain Contracts, premium taxes are deducted, where applicable, from the
accumulation value of each Contract. The amount and timing of the deduction depends
on the contractowner’s state of residence and currently ranges up to 3.50% of premiums.

Other Contract Charges

For certain Contracts, an additional annual charge of 0.50% is deducted daily from the
accumulation value for amounts invested in the ING GET U.S. Core Portfolio Funds.

Certain Contacts contain optional riders that are available for an additional charge, such
as minimum guaranteed income benefits and minimum guaranteed withdrawal benefits.
The amounts charged for these optional benefits vary based on a number of factors and
are defined in the Contracts.

Fees Waived by ING USA

Certain charges and fees for various types of Contracts are currently waived by ING
USA. ING USA reserves the right to discontinue these waivers at its discretion or to
conform with changes in the law.

150

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

5.	Related Party Transactions

	During the year ended December 31, 2007, management and service fees were paid indirectly to Directed Services LLC (“DSL”), formerly Directed Services, Inc., an affiliate of the Company, in its capacity as investment manager to the ING Investors Trust and ING Partners, Inc. The Trust's advisory agreement provided for a fee at annual rates up to 1.25% of the average net assets of each respective Fund.

	In addition, management and service fees were paid to IIL, an affiliate of the Company, in its capacity as investment adviser to the ING GET Fund, ING Mutual Funds, the ING Variable Insurance Trust, ING VP Intermediate Bond Portfolio, ING Variable Portfolios, Inc., ING Variable Funds, ING VP Balanced Portfolio, Inc., ING Strategic Allocation Portfolio, Inc., and the ING Variable Products Trust. The Trusts' advisory agreement provided for fees at annual rates up to 1.00% of the average net assets of each respective Fund.

151

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

6. Purchases and Sales of Investment Securities

The aggregate cost of purchases and proceeds from sales of investments follow:

		Year ended December 31
	2007		2006
	Purchases	Sales	Purchases	Sales
		(Dollars in thousands)
AIM Variable Insurance Funds:
AIM V.I. Leisure Fund - Series I Shares	$ 3,723	$ 10,577	$ 4,422	$ 13,723
Columbia Funds Variable Insurance Trust:
Columbia Asset Allocation Fund, Variable Series - Class A	202	56	41	42
Columbia Federal Securities Fund, Variable Series - Class A	5	7	5	7
Columbia Large Cap Growth Fund, Variable Series - Class A	2	138	29	46
Columbia Small Cap Value Fund, Variable Series - Class B	$ 37,052	$ 77,725	$ 34,835	$ 98,982
Columbia Small Company Growth Fund, Variable Series - Class A	8	11	-	5
Fidelity® Variable Insurance Products:
Fidelity® VIP Equity-Income Portfolio - Service Class 2	94,573	64,133	112,930	22,686
Fidelity® Variable Insurance Products II:
Fidelity® VIP Contrafund® Portfolio - Service Class 2	494,378	16,770	320,410	25,758
Franklin Templeton Variable Insurance Products Trust:
Franklin Small Cap Value Securities Fund - Class 2	4,816	880	3,268	497
Mutual Shares Securities Fund - Class 2	64,138	136,404	74,736	2,631
ING GET Fund:
ING GET Fund - Series Q	3,379	63,786	3,451	21,386
ING GET Fund - Series R	5,064	72,785	4,833	18,727
ING GET Fund - Series S	9,709	80,131	4,032	25,778
ING GET Fund - Series T	9,345	84,133	4,770	28,654
ING GET Fund - Series U	3,347	17,519	5,151	40,611
ING GET Fund - Series V	2,553	28,380	3,623	65,112
ING Investors Trust:
ING AllianceBernstein Mid Cap Growth Portfolio - Service Class	81,882	88,756	98,187	86,312
ING AllianceBernstein Mid Cap Growth Portfolio - Service 2 Class	2,600	3,207	5,781	2,085
ING American Funds Growth Portfolio	335,806	67,464	329,792	25,636
ING American Funds Growth-Income Portfolio	252,535	45,863	204,178	14,493
ING American Funds International Portfolio	359,751	74,985	286,154	32,288
ING BlackRock Large Cap Growth Portfolio - Institutional Class	295	46	-	-
ING BlackRock Large Cap Growth Portfolio - Service Class	24,621	26,064	19,011	25,278
ING BlackRock Large Cap Value Portfolio - Service Class	14,177	28,046	32,211	10,603
ING BlackRock Large Cap Value Portfolio - Service 2 Class	462	764	1,384	397
ING Capital Guardian Small/Mid Cap Portfolio - Service Class	459	446,368	4,678	93,035
ING Capital Guardian Small/Mid Cap Portfolio - Service 2 Class	3	10,047	572	1,392
ING Capital Guardian U.S. Equities Portfolio - Service Class	55,102	104,026	46,870	95,466
ING Capital Guardian U.S. Equities Portfolio - Service 2 Class	1,047	2,864	1,134	1,252
ING EquitiesPlus Portfolio - Service Class	11,590	29,416	138,345	21,972
ING EquitiesPlus Portfolio - Service 2 Class	3	1	30	-
ING Evergreen Health Sciences Portfolio - Service Class	38,104	33,264	36,347	27,560
ING Evergreen Omega Portfolio - Service Class	1,147	4,046	6,877	4,865
ING Evergreen Omega Portfolio - Service 2 Class	156	319	408	103
ING FMR^SM Diversified Mid Cap Portfolio - Service Class	467,133	133,555	114,682	64,494

152

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

		Year ended December 31
	2007		2006
	Purchases	Sales	Purchases	Sales
		(Dollars in thousands)
ING Investors Trust (continued):
ING FMR^SMDiversified Mid Cap Portfolio - Service 2 Class	$ 10,747	$ 5,068	$ 10,391	$ 2,962
ING FMR^SMLarge Cap Growth Portfolio - Service Class	16,312	46,755	203,270	26,139
ING FMR^SMMid Cap Growth Portfolio - Service Class	3,888	107,689	7,803	108,322
ING FMR^SMMid Cap Growth Portfolio - Service 2 Class	543	2,588	2,121	2,374
ING Focus 5 Portfolio - Service Class	101,857	-	-	-
ING Franklin Income Portfolio - Service Class	224,438	38,169	151,763	3,963
ING Franklin Income Portfolio - Service 2 Class	7,204	1,011	2,827	102
ING Franklin Mutual Shares Portfolio - Service Class	204,420	4,398	-	-
ING Franklin Templeton Founding Strategy Portfolio - Service Class	535,915	4,503	-	-
ING Global Real Estate Portfolio - Service Class	124,215	37,274	72,564	3,771
ING Global Real Estate Portfolio - Service 2 Class	2,121	825	1,681	53
ING Global Resources Portfolio - Service Class	272,020	90,148	216,088	81,016
ING Global Resources Portfolio - Service 2 Class	7,846	5,230	10,325	2,468
ING Global Technology Portfolio - Service Class	71,046	27,603	30,274	22,814
ING Global Technology Portfolio - Service 2 Class	1,096	1,132	2,207	967
ING International Growth Opportunities Portfolio - Service Class	28,930	39,214	23,830	35,451
ING International Growth Opportunities Portfolio - Service 2 Class	2,066	1,451	1,652	1,708
ING Janus Contrarian Portfolio - Service Class	617,139	35,685	68,501	19,053
ING Janus Contrarian Portfolio - Service 2 Class	33,192	3,599	3,004	401
ING JPMorgan Emerging Markets Equity Portfolio - Adviser Class	4,722	4,959	9,968	2,422
ING JPMorgan Emerging Markets Equity Portfolio - Service Class	254,725	86,123	170,135	83,523
ING JPMorgan Small Cap Core Equity Portfolio - Service Class	62,346	47,499	66,962	30,442
ING JPMorgan Small Cap Core Equity Portfolio - Service 2 Class	6,219	5,480	6,005	3,631
ING JPMorgan Value Opportunities Portfolio - Service Class	21,400	46,313	31,173	10,920
ING JPMorgan Value Opportunities Portfolio - Service 2 Class	738	641	730	86
ING Julius Baer Foreign Portfolio - Service Class	291,598	73,496	182,689	30,426
ING Julius Baer Foreign Portfolio - Service 2 Class	9,827	5,781	13,656	1,376
ING Legg Mason Partners All Cap Portfolio - Service Class	40,344	391,983	7,649	63,379
ING Legg Mason Partners All Cap Portfolio - Service 2 Class	3,073	28,207	3,631	1,822
ING Legg Mason Value Portfolio - Service Class	42,917	83,929	39,414	42,978
ING Legg Mason Value Portfolio - Service 2 Class	1,355	4,000	4,200	3,049
ING LifeStyle Aggressive Growth Portfolio - Service Class	262,752	55,272	368,055	36,080
ING LifeStyle Aggressive Growth Portfolio - Service 2 Class	2,914	1,049	3,004	642
ING LifeStyle Growth Portfolio - Service Class	1,209,798	44,669	1,105,845	9,433
ING LifeStyle Growth Portfolio - Service 2 Class	5,465	1,397	8,221	408
ING LifeStyle Moderate Growth Portfolio - Service Class	844,710	36,571	734,978	18,323
ING LifeStyle Moderate Growth Portfolio - Service 2 Class	12,303	1,073	4,931	17
ING LifeStyle Moderate Portfolio - Service Class	432,628	60,064	352,601	24,554
ING LifeStyle Moderate Portfolio - Service 2 Class	8,329	2,504	7,412	132

153

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

		Year ended December 31
	2007		2006
	Purchases	Sales	Purchases	Sales
		(Dollars in thousands)
ING Investors Trust (continued):
ING Limited Maturity Bond Portfolio - Service Class	$ 4,187	$ 50,961	$ 8,742	$ 62,430
ING Liquid Assets Portfolio - Service Class	956,760	616,912	694,274	566,486
ING Liquid Assets Portfolio - Service 2 Class	26,157	17,375	23,709	19,585
ING Lord Abbett Affiliated Portfolio - Service Class	7,398	41,793	37,778	17,734
ING Lord Abbett Affiliated Portfolio - Service 2 Class	320	587	1,268	588
ING MarketPro Portfolio - Service Class	11,107	38,834	28,222	2,138
ING MarketPro Portfolio - Service 2 Class	2,191	10,581	8,537	364
ING MarketStyle Growth Portfolio - Service Class	3,538	11,127	5,294	192
ING MarketStyle Moderate Growth Portfolio - Service Class	3,614	11,612	4,896	113
ING MarketStyle Moderate Portfolio - Service Class	1,440	3,350	1,081	50
ING Marsico Growth Portfolio - Service Class	59,561	129,662	9,721	130,330
ING Marsico Growth Portfolio - Service 2 Class	1,546	3,275	3,503	2,332
ING Marsico International Opportunities Portfolio - Service Class	133,976	42,848	61,778	38,475
ING MFS Total Return Portfolio - Service Class	121,954	190,148	102,292	195,825
ING MFS Total Return Portfolio - Service 2 Class	7,717	8,874	8,270	6,234
ING MFS Utilities Portfolio - Service Class	240,316	73,887	89,889	27,677
ING Oppenheimer Main Street Portfolio® - Service Class	16,070	87,783	7,960	75,369
ING Oppenheimer Main Street Portfolio® - Service 2 Class	261	742	568	373
ING PIMCO Core Bond Portfolio - Service Class	360,595	68,752	84,471	85,732
ING PIMCO Core Bond Portfolio - Service 2 Class	9,606	6,214	8,928	3,348
ING PIMCO High Yield Portfolio - Service Class	157,253	202,364	160,808	142,857
ING Pioneer Fund Portfolio - Service Class	12,794	23,015	15,253	12,824
ING Pioneer Mid Cap Value Portfolio - Service Class	95,332	71,948	34,820	67,672
ING T. Rowe Price Capital Appreciation Portfolio - Service Class	453,013	138,295	298,250	100,410
ING T. Rowe Price Capital Appreciation Portfolio - Service 2 Class	16,922	12,392	22,621	4,924
ING T. Rowe Price Equity Income Portfolio - Service Class	77,756	140,159	81,286	112,754
ING T. Rowe Price Equity Income Portfolio - Service 2 Class	2,928	4,023	4,955	3,808
ING Templeton Global Growth Portfolio - Service Class	43,057	57,169	85,774	25,213
ING Templeton Global Growth Portfolio - Service 2 Class	1,000	1,240	2,325	897
ING UBS U.S. Allocation Portfolio - Service Class	9,301	21,683	2,504	24,089
ING UBS U.S. Allocation Portfolio - Service 2 Class	514	891	799	648
ING Van Kampen Capital Growth Portfolio - Service Class	5,428	16,651	13,654	18,425
ING Van Kampen Capital Growth Portfolio - Service 2 Class	1,041	2,185	2,375	1,852
ING Van Kampen Global Franchise Portfolio - Service Class	76,970	65,025	78,988	20,838
ING Van Kampen Global Franchise Portfolio - Service 2 Class	4,004	6,622	11,976	4,619
ING Van Kampen Growth and Income Portfolio - Service Class	84,032	155,280	104,108	86,062
ING Van Kampen Growth and Income Portfolio - Service 2 Class	8,442	7,759	13,503	7,043
ING Van Kampen Real Estate Portfolio - Service Class	151,181	315,522	172,152	75,339
ING Van Kampen Real Estate Portfolio - Service 2 Class	6,733	6,152	6,737	2,827
ING VP Index Plus International Equity Portfolio - Service Class	36,754	32,685	36,096	5,719
ING VP Index Plus International Equity Portfolio - Service 2 Class	420	372	719	91
ING Wells Fargo Disciplined Value Portfolio - Service Class	4,765	63,275	15,654	55,048
ING Wells Fargo Disciplined Value Portfolio - Service 2 Class	169	573	679	544
ING Wells Fargo Small Cap Disciplined Portfolio - Service Class	7,433	17,393	35,269	11,845
ING Wells Fargo Small Cap Disciplined Portfolio - Service 2 Class	110	749	1,405	165

154

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

		Year ended December 31
	2007		2006
	Purchases	Sales	Purchases	Sales
		(Dollars in thousands)
ING Mutual Funds:
ING Diversified International Fund - Class R	$ 435	$ 147	$ 76 $	-
ING Partners, Inc.:
ING American Century Large Company Value Portfolio - Service
Class	150	335	216	208
ING American Century Select Portfolio - Initial Class	2	416	7	132
ING American Century Select Portfolio - Service Class	11	199	122	6
ING American Century Small-Mid Cap Value Portfolio - Service
Class	272	263	288	243
ING Baron Small Cap Growth Portfolio - Service Class	115,531	31,436	95,480	26,957
ING Columbia Small Cap Value II Portfolio - Service Class	92,019	19,349	71,887	4,314
ING Davis New York Venture Portfolio - Service Class	100,677	12,342	88,517	2,693
ING Fundamental Research Portfolio - Initial Class	29	377	490	141
ING Fundamental Research Portfolio - Service Class	110	1,049	503	367
ING Goldman Sachs® Capital Growth Portfolio - Service Class	1	54	39	2
ING JPMorgan International Portfolio - Service Class	64,519	49,081	62,246	26,765
ING JPMorgan Mid Cap Value Portfolio - Service Class	3,134	5,102	1,873	4,235
ING Legg Mason Partners Aggressive Growth Portfolio - Service
Class	17,555	29,396	17,946	21,198
ING Neuberger Berman Partners Portfolio - Service Class	9,293	41,308	178,188	2,432
ING Neuberger Berman Regency Portfolio - Service Class	17,269	7,157	3,583	656
ING OpCap Balanced Value Portfolio - Service Class	280	288	229	575
ING Oppenheimer Global Portfolio - Initial Class	819	3,717	99	4,263
ING Oppenheimer Global Portfolio - Service Class	64,752	13,406	68,327	4,239
ING Oppenheimer Strategic Income Portfolio - Service Class	6,042	407	1,320	543
ING PIMCO Total Return Portfolio - Service Class	2,005	471	1,030	884
ING Solution 2015 Portfolio - Service Class	6,772	872	3,050	328
ING Solution 2025 Portfolio - Service Class	4,644	775	2,422	36
ING Solution 2035 Portfolio - Service Class	7,620	1,596	1,675	221
ING Solution 2045 Portfolio - Service Class	1,082	287	299	11
ING Solution Income Portfolio - Service Class	4,115	110	796	258
ING T. Rowe Price Diversified Mid Cap Growth Portfolio - Service
Class	1,632	496	1,338	126
ING T. Rowe Price Growth Equity Portfolio - Service Class	37,862	6,192	1,289	754
ING Templeton Foreign Equity Portfolio - Service Class	116,313	35,930	24,154	948
ING Thornburg Value Portfolio - Initial Class	58	962	56	600
ING Thornburg Value Portfolio - Service Class	17,774	12,351	9,261	3,138
ING UBS U.S. Large Cap Equity Portfolio - Service Class	5,302	14,179	21,382	8,052
ING UBS U.S. Small Cap Growth Portfolio - Service Class	6,985	9,526	9,033	4,012
ING Van Kampen Comstock Portfolio - Service Class	37,158	20,355	47,524	15,434
ING Van Kampen Equity and Income Portfolio - Initial Class	202	508	217	708
ING Van Kampen Equity and Income Portfolio - Service Class	49,549	6,740	30,251	6,353
ING Strategic Allocation Portfolios, Inc.:
ING VP Strategic Allocation Conservative Portfolio - Class S	1,025	303	683	112
ING VP Strategic Allocation Growth Portfolio - Class S	376	216	293	36
ING VP Strategic Allocation Moderate Portfolio - Class S	340	166	592	303

155

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

		Year ended December 31
	2007			2006
	Purchases		Sales	Purchases	Sales
		(Dollars in thousands)
ING Variable Funds:
ING VP Growth and Income Portfolio - Class I	$ 150	$ 1		$ -	$-
ING VP Growth and Income Portfolio - Class S	3,224		817	2,497	602
ING Variable Insurance Trust:
ING GET U.S. Core Portfolio - Series 1	3,787		21,554	5,804	45,327
ING GET U.S. Core Portfolio - Series 2	2,179		15,740	3,275	31,490
ING GET U.S. Core Portfolio - Series 3	1,669		22,086	2,438	32,125
ING GET U.S. Core Portfolio - Series 4	2,236		15,884	2,612	14,733
ING GET U.S. Core Portfolio - Series 5	1,814		6,192	2,372	12,099
ING GET U.S. Core Portfolio - Series 6	2,202		6,458	1,084	15,128
ING GET U.S. Core Portfolio - Series 7	1,157		7,473	816	16,636
ING GET U.S. Core Portfolio - Series 8	698		1,348	509	5,692
ING GET U.S. Core Portfolio - Series 9	492		2,999	327	7,844
ING GET U.S. Core Portfolio - Series 10	352		2,872	402	5,134
ING GET U.S. Core Portfolio - Series 11	504		2,575	13,983	5,250
ING GET U.S. Core Portfolio - Series 12	169		904	5,548	1,369
ING GET U.S. Core Portfolio - Series 13	330		19,308	56,505	3,240
ING GET U.S. Core Portfolio - Series 14	109,043		22,771	-	-
ING VP Global Equity Dividend Portfolio	7,474		13,183	3,169	13,859
ING Variable Portfolios, Inc.:
ING VP Global Science and Technology Portfolio - Class S	615		132	570	108
ING VP Growth Portfolio - Class S	376		71	59	78
ING VP Index Plus LargeCap Portfolio - Class S	145,502		55,366	35,562	28,088
ING VP Index Plus MidCap Portfolio - Class S	76,612		57,405	65,958	24,323
ING VP Index Plus SmallCap Portfolio - Class S	52,914		47,861	61,430	20,078
ING VP International Equity Portfolio - Class S	1,179		1,893	595	199
ING VP Small Company Portfolio - Class S	1,293		402	1,161	318
ING VP Value Opportunity Portfolio - Class S	785		5,278	534	5,641
ING Variable Products Trust:
ING VP Financial Services Portfolio - Class S	26,586		33,157	26,303	21,159
ING VP International Value Portfolio - Class S	8,085		1,127	3,909	475
ING VP MidCap Opportunities Portfolio - Class S	497		5,968	116	7,657
ING VP Real Estate Portfolio - Class S	5,536		1,712	5,049	188
ING VP SmallCap Opportunities Portfolio - Class S	3,758		31,383	13,354	22,111
ING VP Balanced Portfolio, Inc.:
ING VP Balanced Portfolio - Class S	1,925		2,259	9,071	2,488
ING VP Intermediate Bond Portfolio:
ING VP Intermediate Bond Portfolio - Class S	515,699		73,908	358,236	37,774
Legg Mason Partners Variable Equity Trust:
Legg Mason Partners Variable International All Cap Opportunity
Portfolio	53		40	23	58
Legg Mason Partners Variable Investors Portfolio	270		92	-	-
Legg Mason Partners Variable Large Cap Value Portfolio	2		271	20	105
Legg Mason Partners Variable Income Trust:
Legg Mason Partners Variable High Income Portfolio	11		30	11	65
Legg Mason Partners Variable Money Market Portfolio	179		36	1	2

156

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

		Year ended December 31
	2007		2006
	Purchases	Sales	Purchases	Sales
		(Dollars in thousands)
Oppenheimer Variable Account Funds:
Oppenheimer Main Street Small Cap Fund®/VA - Service Class	$ 905	$ 316	$ 737	$ 56
PIMCO Variable Insurance Trust:
PIMCO Real Return Portfolio - Administrative Class	1,468	441	1,132	122
Pioneer Variable Contracts Trust:
Pioneer Equity Income VCT Portfolio - Class II	10,344	1,468	4,640	403
Pioneer Small Cap Value VCT Portfolio - Class II	1,620	1,756	7,079	648
ProFunds:
ProFund VP Bull	13,861	42,902	73,868	94,751
ProFund VP Europe 30	950	10,594	15,709	27,743
ProFund VP Rising Rates Opportunity	9,572	23,579	45,957	53,082
ProFund VP Small-Cap	27,879	57,717	94,979	118,460
Wells Fargo Funds Trust:
Wells Fargo Advantage Asset Allocation Fund	132	390	341	493
Wells Fargo Advantage C&B Large Cap Value Fund	9	70	42	155
Wells Fargo Advantage Equity Income Fund	87	134	41	101
Wells Fargo Advantage Large Company Growth Fund	18	420	38	326
Wells Fargo Advantage Money Market Fund	10	197	1,464	1,933
Wells Fargo Advantage Small Cap Growth Fund	139	142	28	52
Wells Fargo Advantage Total Return Bond Fund	103	184	173	179

157

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

7.	Changes in Units

	The changes in units outstanding for the years ended December 31, 2007 and 2006 are shown in the following table. The activity includes contractowners electing to update a DVA 100 or DVA Series 100 Contract to a DVA Contract. Updates to DVA Contracts resulted in both a redemption (surrender of the old Contract) and an issue (acquisition of the new Contract).

			Year ended December 31
	2007			2006
	Units	Units	Net Increase	Units	Units	Net Increase
	Issued	Redeemed	(Decrease)	Issued	Redeemed	(Decrease)
AIM Variable Insurance Funds:
AIM V.I. Leisure Fund - Series I Shares	49,589	690,018	(640,429)	398,706	1,362,586	(963,880)
Columbia Funds Variable Insurance Trust:
Columbia Asset Allocation Fund, Variable Series - Class A	8,386	2,960	5,426	442	2,891	(2,449)
Columbia Federal Securities Fund, Variable Series - Class A	-	490	(490)	-	542	(542)
Columbia Large Cap Growth Fund, Variable Series - Class A	11	10,772	(10,761)	2,453	3,546	(1,093)
Columbia Small Cap Value Fund, Variable Series - Class B	246,895	3,607,340	(3,360,445)	3,697,705	7,366,882	(3,669,177)
Columbia Small Company Growth Fund, Variable Series - Class A	408	481	(73)	21	228	(207)
Fidelity® Variable Insurance Products:
Fidelity® VIP Equity-Income Portfolio - Service Class 2	7,286,695	7,379,935	(93,240)	10,147,797	6,410,965	3,736,832
Fidelity® Variable Insurance Products II:
Fidelity® VIP Contrafund® Portfolio - Service Class 2	22,564,754	5,226,744	17,338,010	32,928,677	13,565,469	19,363,208
Franklin Templeton Variable Insurance Products Trust:
Franklin Small Cap Value Securities Fund - Class 2	252,138	76,303	175,835	238,109	86,658	151,451
Mutual Shares Securities Fund - Class 2	5,964,504	13,072,568	(7,108,064)	8,012,256	904,192	7,108,064
ING GET Fund:
ING GET Fund - Series Q	7,312	5,985,179	(5,977,867)	1,088,098	2,961,075	(1,872,977)
ING GET Fund - Series R	38,358	6,386,373	(6,348,015)	1,151,555	2,735,775	(1,584,220)
ING GET Fund - Series S	29,028	7,056,060	(7,027,032)	1,529,596	3,756,078	(2,226,482)
ING GET Fund - Series T	40,634	7,509,153	(7,468,519)	1,605,592	4,135,632	(2,530,040)
ING GET Fund - Series U	27,785	1,429,250	(1,401,465)	3,563,713	7,088,272	(3,524,559)
ING GET Fund - Series V	41,719	2,662,149	(2,620,430)	4,445,114	10,894,898	(6,449,784)

158

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

			Year ended December 31
	2007			2006
	Units	Units	Net Increase	Units	Units	Net Increase
	Issued	Redeemed	(Decrease)	Issued	Redeemed	(Decrease)
ING Investors Trust:
ING AllianceBernstein Mid Cap Growth Portfolio - Service Class	4,146,546	5,263,128	(1,116,582)	6,614,495	8,524,868	(1,910,373)
ING AllianceBernstein Mid Cap Growth Portfolio - Service 2 Class	91,253	168,268	(77,015)	323,214	192,938	130,276
ING American Funds Growth Portfolio	29,789,417	11,277,886	18,511,531	50,347,673	25,826,444	24,521,229
ING American Funds Growth-Income Portfolio	23,002,048	9,362,784	13,639,264	33,160,656	17,265,813	15,894,843
ING American Funds International Portfolio	21,450,539	7,509,459	13,941,080	30,328,263	14,440,536	15,887,727
ING BlackRock Large Cap Growth Portfolio - Institutional Class	29,431	4,521	24,910	-	-	-
ING BlackRock Large Cap Growth Portfolio - Service Class	3,392,317	3,299,104	93,213	2,268,920	3,423,545	(1,154,625)
ING BlackRock Large Cap Value Portfolio - Service Class	1,152,523	2,187,803	(1,035,280)	3,481,772	1,840,897	1,640,875
ING BlackRock Large Cap Value Portfolio - Service 2 Class	22,032	42,824	(20,792)	98,580	33,112	65,468
ING Capital Guardian Small/Mid Cap Portfolio - Service Class	18,678	20,765,871	(20,747,193)	1,304,178	5,538,504	(4,234,326)
ING Capital Guardian Small/Mid Cap Portfolio - Service 2 Class	660	666,740	(666,080)	58,742	103,757	(45,015)
ING Capital Guardian U.S. Equities Portfolio - Service Class	1,477,514	8,501,643	(7,024,129)	4,001,276	10,919,458	(6,918,182)
ING Capital Guardian U.S. Equities Portfolio - Service 2 Class	16,799	160,582	(143,783)	41,300	84,440	(43,140)
ING EquitiesPlus Portfolio - Service Class	282,023	2,616,093	(2,334,070)	14,226,367	2,442,031	11,784,336
ING EquitiesPlus Portfolio - Service 2 Class	-	-	-	6,466	3,390	3,076
ING Evergreen Health Sciences Portfolio - Service Class	4,388,814	4,346,438	42,376	7,363,668	6,327,689	1,035,979
ING Evergreen Omega Portfolio - Service Class	123,710	372,983	(249,273)	759,901	557,935	201,966
ING Evergreen Omega Portfolio - Service 2 Class	12,926	25,954	(13,028)	39,604	9,053	30,551
ING FMR^SMDiversified Mid Cap Portfolio - Service Class	32,919,896	11,062,186	21,857,710	14,279,500	14,157,648	121,852
ING FMR^SMDiversified Mid Cap Portfolio - Service 2 Class	607,656	280,761	326,895	613,776	311,603	302,173
ING FMR^SMLarge Cap Growth Portfolio - Service Class	2,173,506	4,749,350	(2,575,844)	19,800,296	3,188,665	16,611,631
ING FMR^SMMid Cap Growth Portfolio - Service Class	453,203	4,190,342	(3,737,139)	2,253,599	5,830,186	(3,576,587)
ING FMR^SMMid Cap Growth Portfolio - Service 2 Class	50,146	161,152	(111,006)	229,517	197,818	31,699
ING Focus 5 Portfolio - Service Class	9,998,724	415,746	9,582,978	-	-	-
ING Franklin Income Portfolio - Service Class	24,727,870	7,993,779	16,734,091	16,810,902	2,427,716	14,383,186
ING Franklin Income Portfolio - Service 2 Class	666,379	110,792	555,587	279,948	11,968	267,980
ING Franklin Mutual Shares Portfolio - Service Class	18,258,291	1,438,192	16,820,099	-	-	-
ING Franklin Templeton Founding Strategy Portfolio - Service Class	56,203,844	1,896,492	54,307,352	-	-	-

159

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

			Year ended December 31
	2007			2006
	Units	Units	Net Increase	Units	Units	Net Increase
	Issued	Redeemed	(Decrease)	Issued	Redeemed	(Decrease)
ING Investors Trust (continued):
ING Global Real Estate Portfolio - Service Class	11,380,603	5,227,955	6,152,648	6,675,724	1,074,374	5,601,350
ING Global Real Estate Portfolio - Service 2 Class	157,514	68,894	88,620	139,440	6,162	133,278
ING Global Resources Portfolio - Service Class	8,192,476	4,611,641	3,580,835	11,912,460	(4,576,203)	16,488,663
ING Global Resources Portfolio - Service 2 Class	222,469	231,278	(8,809)	453,431	211,047	242,384
ING Global Technology Portfolio - Service Class	10,465,819	5,449,106	5,016,713	5,365,262	5,249,709	115,553
ING Global Technology Portfolio - Service 2 Class	69,329	71,773	(2,444)	115,511	69,059	46,452
ING International Growth Opportunities Portfolio - Service Class	50,536	2,561,047	(2,510,511)	219,954	2,915,622	(2,695,668)
ING International Growth Opportunities Portfolio - Service 2 Class	897	64,326	(63,429)	6,593	95,295	(88,702)
ING Janus Contrarian Portfolio - Service Class	42,142,210	5,958,892	36,183,318	8,473,272	4,863,947	3,609,325
ING Janus Contrarian Portfolio - Service 2 Class	1,538,004	186,277	1,351,727	185,311	40,006	145,305
ING JPMorgan Emerging Markets Equity Portfolio - Adviser Class	223,981	229,731	(5,750)	629,032	247,567	381,465
ING JPMorgan Emerging Markets Equity Portfolio - Service Class	15,526,244	8,036,460	7,489,784	21,529,889	16,274,596	5,255,293
ING JPMorgan Small Cap Core Equity Portfolio - Service Class	5,325,143	4,871,239	453,904	8,749,367	6,228,456	2,520,911
ING JPMorgan Small Cap Core Equity Portfolio - Service 2 Class	269,344	332,299	(62,955)	605,123	429,219	175,904
ING JPMorgan Value Opportunities Portfolio - Service Class	1,835,681	4,012,744	(2,177,063)	3,540,996	1,804,880	1,736,116
ING JPMorgan Value Opportunities Portfolio - Service 2 Class	50,178	48,886	1,292	65,928	10,513	55,415
ING Julius Baer Foreign Portfolio - Service Class	17,231,773	7,734,483	9,497,290	20,733,504	10,483,107	10,250,397
ING Julius Baer Foreign Portfolio - Service 2 Class	378,723	350,120	28,603	1,097,279	270,907	826,372
ING Legg Mason Partners All Cap Portfolio - Service Class	463,634	25,864,908	(25,401,274)	2,229,563	6,314,713	(4,085,150)
ING Legg Mason Partners All Cap Portfolio - Service 2 Class	32,141	1,814,953	(1,782,812)	335,992	173,810	162,182
ING Legg Mason Value Portfolio - Service Class	6,298,586	10,000,160	(3,701,574)	12,312,408	12,181,381	131,027
ING Legg Mason Value Portfolio - Service 2 Class	105,163	283,900	(178,737)	526,360	390,697	135,663
ING LifeStyle Aggressive Growth Portfolio - Service Class	23,531,119	10,921,006	12,610,113	39,192,003	13,193,765	25,998,238
ING LifeStyle Aggressive Growth Portfolio - Service 2 Class	194,362	69,860	124,502	277,466	96,922	180,544
ING LifeStyle Growth Portfolio - Service Class	97,552,170	15,001,336	82,550,834	115,037,149	26,273,956	88,763,193
ING LifeStyle Growth Portfolio - Service 2 Class	394,425	112,425	282,000	655,574	34,967	620,607
ING LifeStyle Moderate Growth Portfolio - Service Class	72,004,448	12,849,674	59,154,774	86,159,346	26,383,452	59,775,894
ING LifeStyle Moderate Growth Portfolio - Service 2 Class	926,003	86,239	839,764	411,510	4,535	406,975

160

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

			Year ended December 31
	2007			2006
	Units	Units	Net Increase	Units	Units	Net Increase
	Issued	Redeemed	(Decrease)	Issued	Redeemed	(Decrease)
ING Investors Trust (continued):
ING LifeStyle Moderate Portfolio - Service Class	42,883,011	14,146,466	28,736,545	44,076,955	16,137,690	27,939,265
ING LifeStyle Moderate Portfolio - Service 2 Class	643,331	194,029	449,302	640,842	12,147	628,695
ING Limited Maturity Bond Portfolio - Service Class	74,412	2,373,798	(2,299,386)	280,433	3,208,850	(2,928,417)
ING Liquid Assets Portfolio - Service Class	93,757,034	71,823,815	21,933,219	218,612,065	211,071,162	7,540,903
ING Liquid Assets Portfolio - Service 2 Class	2,815,522	2,022,559	792,963	5,466,210	5,091,071	375,139
ING Lord Abbett Affiliated Portfolio - Service Class	528,161	3,255,802	(2,727,641)	3,894,664	3,137,094	757,570
ING Lord Abbett Affiliated Portfolio - Service 2 Class	13,870	33,636	(19,766)	82,545	45,490	37,055
ING MarketPro Portfolio - Service Class	669,722	3,455,201	(2,785,479)	3,001,099	443,250	2,557,849
ING MarketPro Portfolio - Service 2 Class	122,747	934,460	(811,713)	970,443	165,392	805,051
ING MarketStyle Growth Portfolio - Service Class	195,833	948,221	(752,388)	516,406	26,122	490,284
ING MarketStyle Moderate Growth Portfolio - Service Class	218,146	1,002,807	(784,661)	486,026	18,446	467,580
ING MarketStyle Moderate Portfolio - Service Class	101,694	295,971	(194,277)	113,700	10,178	103,522
ING Marsico Growth Portfolio - Service Class	6,373,439	9,569,402	(3,195,963)	6,851,741	13,396,695	(6,544,954)
ING Marsico Growth Portfolio - Service 2 Class	143,040	213,203	(70,163)	382,315	246,979	135,336
ING Marsico International Opportunities Portfolio - Service Class	9,007,048	4,378,693	4,628,355	7,948,628	6,082,890	1,865,738
ING MFS Total Return Portfolio - Service Class	3,905,441	8,874,134	(4,968,693)	7,984,925	13,770,984	(5,786,059)
ING MFS Total Return Portfolio - Service 2 Class	329,807	644,535	(314,728)	697,872	690,625	7,247
ING MFS Utilities Portfolio - Service Class	16,858,864	7,663,895	9,194,969	12,475,657	7,629,076	4,846,581
ING Oppenheimer Main Street Portfolio® - Service Class	1,086,370	3,823,715	(2,737,345)	1,840,565	4,741,027	(2,900,462)
ING Oppenheimer Main Street Portfolio® - Service 2 Class	17,382	43,427	(26,045)	52,329	32,165	20,164
ING PIMCO Core Bond Portfolio - Service Class	32,180,852	11,423,159	20,757,693	18,155,832	18,507,683	(351,851)
ING PIMCO Core Bond Portfolio - Service 2 Class	874,413	626,201	248,212	1,023,896	520,965	502,931
ING PIMCO High Yield Portfolio - Service Class	14,830,119	21,624,655	(6,794,536)	24,675,134	26,241,940	(1,566,806)
ING Pioneer Fund Portfolio - Service Class	1,488,496	2,393,316	(904,820)	2,370,767	2,062,810	307,957
ING Pioneer Mid Cap Value Portfolio - Service Class	8,950,069	9,108,794	(158,725)	13,220,614	15,472,321	(2,251,707)
ING T. Rowe Price Capital Appreciation Portfolio - Service Class	13,154,544	7,974,624	5,179,920	19,076,208	13,396,942	5,679,266
ING T. Rowe Price Capital Appreciation Portfolio - Service 2 Class	423,559	863,366	(439,807)	1,706,129	782,929	923,200
ING T. Rowe Price Equity Income Portfolio - Service Class	3,558,971	5,826,295	(2,267,324)	6,329,180	8,018,727	(1,689,547)

161

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

			Year ended December 31
	2007			2006
	Units	Units	Net Increase	Units	Units	Net Increase
	Issued	Redeemed	(Decrease)	Issued	Redeemed	(Decrease)
ING Investors Trust (continued):
ING T. Rowe Price Equity Income Portfolio - Service 2 Class	115,777	246,775	(130,998)	358,001	353,195	4,806
ING Templeton Global Growth Portfolio - Service Class	3,345,705	3,805,315	(459,610)	5,093,173	4,016,798	1,076,375
ING Templeton Global Growth Portfolio - Service 2 Class	50,309	67,133	(16,824)	110,426	58,095	52,331
ING UBS U.S. Allocation Portfolio - Service Class	75,621	1,903,072	(1,827,451)	716,090	2,891,251	(2,175,161)
ING UBS U.S. Allocation Portfolio - Service 2 Class	2,104	58,309	(56,205)	65,038	44,760	20,278
ING Van Kampen Capital Growth Portfolio - Service Class	477,340	1,413,198	(935,858)	2,047,887	2,560,066	(512,179)
ING Van Kampen Capital Growth Portfolio - Service 2 Class	44,342	134,547	(90,205)	179,281	148,016	31,265
ING Van Kampen Global Franchise Portfolio - Service Class	6,554,668	6,017,138	537,530	9,042,038	5,544,330	3,497,708
ING Van Kampen Global Franchise Portfolio - Service 2 Class	186,901	391,454	(204,553)	1,042,637	653,626	389,011
ING Van Kampen Growth and Income Portfolio - Service Class	2,255,192	5,781,347	(3,526,155)	5,912,599	7,039,271	(1,126,672)
ING Van Kampen Growth and Income Portfolio - Service 2 Class	241,010	483,252	(242,242)	861,002	771,011	89,991
ING Van Kampen Real Estate Portfolio - Service Class	2,200,314	5,656,024	(3,455,710)	5,952,944	4,615,725	1,337,219
ING Van Kampen Real Estate Portfolio - Service 2 Class	162,695	276,870	(114,175)	334,813	232,649	102,164
ING VP Index Plus International Equity Portfolio - Service Class	3,523,727	2,966,888	556,839	3,502,222	929,072	2,573,150
ING VP Index Plus International Equity Portfolio - Service 2 Class	31,966	26,632	5,334	62,731	7,722	55,009
ING Wells Fargo Disciplined Value Portfolio - Service Class	364,639	2,653,205	(2,288,566)	67,964	1,530,542	(1,462,578)
ING Wells Fargo Disciplined Value Portfolio - Service 2 Class	10,864	32,408	(21,544)	1,955,225	1,935,854	19,371
ING Wells Fargo Small Cap Disciplined Portfolio - Service Class	871,831	1,703,447	(831,616)	3,813,212	1,663,955	2,149,257
ING Wells Fargo Small Cap Disciplined Portfolio - Service 2 Class	10,381	65,860	(55,479)	129,926	14,799	115,127
ING Mutual Funds:
ING Diversified International Fund - Class R	41,018	14,524	26,494	7,158	1	7,157
ING Partners, Inc.:
ING American Century Large Company Value Portfolio - Service Class	6,241	23,235	(16,994)	16,295	17,823	(1,528)
ING American Century Select Portfolio - Initial Class	-	36,988	(36,988)	1,199	13,809	(12,610)
ING American Century Select Portfolio - Service Class	959	20,243	(19,284)	14,809	2,010	12,799
ING American Century Small-Mid Cap Value Portfolio - Service Class	10,345	14,993	(4,648)	24,627	21,265	3,362
ING Baron Small Cap Growth Portfolio - Service Class	10,615,603	4,068,626	6,546,977	12,085,637	6,289,817	5,795,820
ING Columbia Small Cap Value II Portfolio - Service Class	10,796,437	3,737,600	7,058,837	8,648,586	1,519,480	7,129,106

162

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

			Year ended December 31
	2007			2006
	Units	Units	Net Increase	Units	Units	Net Increase
	Issued	Redeemed	(Decrease)	Issued	Redeemed	(Decrease)
ING Partners, Inc. (continued):
ING Davis New York Venture Portfolio - Service Class	10,139,826	2,365,738	7,774,088	9,612,226	1,527,390	8,084,836
ING Fundamental Research Portfolio - Initial Class	55	34,117	(34,062)	48,261	14,199	34,062
ING Fundamental Research Portfolio - Service Class	1,544	83,530	(81,986)	58,285	46,548	11,737
ING Goldman Sachs® Capital Growth Portfolio - Service Class	22	4,515	(4,493)	3,629	136	3,493
ING JPMorgan International Portfolio - Service Class	4,668,459	3,781,283	887,176	5,748,844	3,414,782	2,334,062
ING JPMorgan Mid Cap Value Portfolio - Service Class	247,695	430,579	(182,884)	382,500	538,761	(156,261)
ING Legg Mason Partners Aggressive Growth Portfolio - Service Class	2,222,837	2,867,147	(644,310)	3,429,585	3,425,144	4,441
ING Neuberger Berman Partners Portfolio - Service Class	388,810	3,835,983	(3,447,173)	17,312,186	310,909	17,001,277
ING Neuberger Berman Regency Portfolio - Service Class	1,903,238	939,755	963,483	399,880	90,569	309,311
ING OpCap Balanced Value Portfolio - Service Class	15,254	22,040	(6,786)	21,916	49,142	(27,226)
ING Oppenheimer Global Portfolio - Initial Class	25,562	263,881	(238,319)	65,537	378,873	(313,336)
ING Oppenheimer Global Portfolio - Service Class	5,060,340	1,995,229	3,065,111	6,828,445	1,967,238	4,861,207
ING Oppenheimer Strategic Income Portfolio - Service Class	537,568	59,995	477,573	155,602	77,396	78,206
ING PIMCO Total Return Portfolio - Service Class	175,876	49,256	126,620	99,896	88,225	11,671
ING Solution 2015 Portfolio - Service Class	606,041	118,452	487,589	302,565	58,370	244,195
ING Solution 2025 Portfolio - Service Class	376,979	68,156	308,823	210,194	7,111	203,083
ING Solution 2035 Portfolio - Service Class	614,276	145,947	468,329	169,828	45,254	124,574
ING Solution 2045 Portfolio - Service Class	85,663	25,557	60,106	25,515	1,672	23,844
ING Solution Income Portfolio - Service Class	371,396	15,267	356,129	95,037	43,453	51,584
ING T. Rowe Price Diversified Mid Cap Growth Portfolio - Service Class	92,840	40,400	52,440	112,390	19,949	92,441
ING T. Rowe Price Growth Equity Portfolio - Service Class	3,927,246	912,915	3,014,331	144,885	106,709	38,176
ING Templeton Foreign Equity Portfolio - Service Class	10,843,184	4,355,628	6,487,556	2,573,568	311,846	2,261,722
ING Thornburg Value Portfolio - Initial Class	23,570	107,590	(84,020)	60,920	119,807	(58,887)
ING Thornburg Value Portfolio - Service Class	1,767,400	1,252,554	514,846	894,339	329,075	565,264
ING UBS U.S. Large Cap Equity Portfolio - Service Class	536,086	1,188,444	(652,358)	2,033,496	922,609	1,110,887
ING UBS U.S. Small Cap Growth Portfolio - Service Class	716,057	976,619	(260,562)	958,626	441,352	517,274
ING Van Kampen Comstock Portfolio - Service Class	3,683,459	2,777,229	906,230	5,853,757	3,826,258	2,027,499
ING Van Kampen Equity and Income Portfolio - Initial Class	653	38,605	(37,952)	4,894	64,137	(59,243)
ING Van Kampen Equity and Income Portfolio - Service Class	4,313,892	1,149,257	3,164,635	3,359,275	1,465,211	1,894,064

163

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

			Year ended December 31
	2007			2006
	Units	Units	Net Increase	Units	Units	Net Increase
	Issued	Redeemed	(Decrease)	Issued	Redeemed	(Decrease)
ING Strategic Allocation Portfolios, Inc.:
ING VP Strategic Allocation Conservative Portfolio - Class S	66,377	20,091	46,286	50,199	9,202	40,997
ING VP Strategic Allocation Growth Portfolio - Class S	19,553	12,080	7,473	24,162	8,298	15,864
ING VP Strategic Allocation Moderate Portfolio - Class S	18,075	9,633	8,442	39,223	20,548	18,675
ING Variable Funds:
ING VP Growth and Income Portfolio - Class I	15,093	27	15,066	-	-	-
ING VP Growth and Income Portfolio - Class S	231,814	53,562	178,252	229,017	96,329	132,688
ING Variable Insurance Trust:
ING GET U.S. Core Portfolio - Series 1	68,048	1,839,469	(1,771,421)	2,330,964	6,391,953	(4,060,989)
ING GET U.S. Core Portfolio - Series 2	11,269	1,371,451	(1,360,182)	1,408,124	4,325,309	(2,917,185)
ING GET U.S. Core Portfolio - Series 3	461,393	2,478,009	(2,016,616)	1,258,716	4,302,268	(3,043,552)
ING GET U.S. Core Portfolio - Series 4	659,129	2,023,924	(1,364,795)	211,718	1,502,435	(1,290,717)
ING GET U.S. Core Portfolio - Series 5	313,238	787,386	(474,148)	139,170	1,162,012	(1,022,842)
ING GET U.S. Core Portfolio - Series 6	140,486	669,356	(528,870)	300,572	1,698,589	(1,398,017)
ING GET U.S. Core Portfolio - Series 7	113,190	750,603	(637,413)	473,308	2,032,265	(1,558,957)
ING GET U.S. Core Portfolio - Series 8	3,065	104,812	(101,747)	101,930	608,394	(506,464)
ING GET U.S. Core Portfolio - Series 9	5,684	258,939	(253,255)	117,930	834,799	(716,869)
ING GET U.S. Core Portfolio - Series 10	10,278	253,221	(242,943)	39,092	489,114	(450,022)
ING GET U.S. Core Portfolio - Series 11	207,824	427,490	(219,666)	1,397,181	489,272	907,909
ING GET U.S. Core Portfolio - Series 12	12,091	83,121	(71,030)	568,045	141,668	426,377
ING GET U.S. Core Portfolio - Series 13	18,043	1,797,294	(1,779,251)	5,877,647	605,105	5,272,542
ING GET U.S. Core Portfolio - Series 14	9,914,485	1,254,365	8,660,120	-	-	-
ING VP Global Equity Dividend Portfolio	35,219	1,319,249	(1,284,030)	761,168	2,259,529	(1,498,361)
ING Variable Portfolios, Inc.:
ING VP Global Science and Technology Portfolio - Class S	41,686	10,858	30,828	44,552	10,120	34,432
ING VP Growth Portfolio - Class S	28,426	6,159	22,267	5,069	7,204	(2,135)
ING VP Index Plus LargeCap Portfolio - Class S	14,794,359	6,908,813	7,885,546	6,787,475	5,981,632	805,843
ING VP Index Plus MidCap Portfolio - Class S	6,575,887	6,157,291	418,596	8,231,087	5,969,789	2,261,298
ING VP Index Plus SmallCap Portfolio - Class S	4,376,954	5,000,708	(623,754)	7,507,037	4,940,259	2,566,778

164

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

			Year ended December 31
	2007			2006
	Units	Units	Net Increase	Units	Units	Net Increase
	Issued	Redeemed	(Decrease)	Issued	Redeemed	(Decrease)
ING Variable Portfolios, Inc. (continued):
ING VP International Equity Portfolio - Class S	52,902	101,693	(48,791)	49,984	26,535	23,449
ING VP Small Company Portfolio - Class S	60,397	29,488	30,909	70,186	29,143	41,043
ING VP Value Opportunity Portfolio - Class S	74,779	474,964	(400,185)	125,926	618,294	(492,368)
ING Variable Products Trust:
ING VP Financial Services Portfolio - Class S	2,574,858	3,362,250	(787,392)	3,473,046	3,068,855	404,191
ING VP International Value Portfolio - Class S	356,474	103,828	252,646	256,517	76,009	180,508
ING VP MidCap Opportunities Portfolio - Class S	65,351	627,961	(562,610)	57,568	900,361	(842,793)
ING VP Real Estate Portfolio - Class S	380,145	172,000	208,145	407,396	70,090	337,306
ING VP SmallCap Opportunities Portfolio - Class S	801,987	3,753,438	(2,951,451)	4,360,675	5,369,141	(1,008,466)
ING VP Balanced Portfolio, Inc.:
ING VP Balanced Portfolio - Class S	151,904	245,344	(93,440)	940,765	287,661	653,104
ING VP Intermediate Bond Portfolio:
ING VP Intermediate Bond Portfolio - Class S	51,657,398	15,860,782	35,796,616	43,857,379	17,023,906	26,833,473
Legg Mason Partners Variable Equity Trust:
Legg Mason Partners Variable International All Cap Opportunity Portfolio	29	2,145	(2,116)	1,102	3,553	(2,451)
Legg Mason Partners Variable Investors Portfolio	26,328	8,991	17,337	-	-	-
Legg Mason Partners Variable Large Cap Value Portfolio	49	10,835	(10,786)	599	4,671	(4,072)
Legg Mason Partners Variable Income Trust:
Legg Mason Partners Variable High Income Portfolio	44	1,624	(1,580)	45	3,832	(3,787)
Legg Mason Partners Variable Money Market Portfolio	13,241	2,667	10,574	39,701	39,795	(94)
Oppenheimer Variable Account Funds:
Oppenheimer Main Street Small Cap Fund®/VA - Service Class	45,506	17,822	27,684	49,522	12,196	37,326
PIMCO Variable Insurance Trust:
PIMCO Real Return Portfolio - Administrative Class	140,529	48,748	91,781	123,847	29,148	94,699
Pioneer Variable Contracts Trust:
Pioneer Equity Income VCT Portfolio - Class II	633,970	153,393	480,577	387,178	107,936	279,242
Pioneer Small Cap Value VCT Portfolio - Class II	45,038	179,382	(134,344)	715,096	81,606	633,490

165

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

			Year ended December 31
	2007			2006
	Units	Units	Net Increase	Units	Units	Net Increase
	Issued	Redeemed	(Decrease)	Issued	Redeemed	(Decrease)
ProFunds:
ProFund VP Bull	1,643,998	4,462,811	(2,818,813)	11,613,001	14,187,667	(2,574,666)
ProFund VP Europe 30	27,228	833,461	(806,233)	2,248,657	3,413,738	(1,165,081)
ProFund VP Rising Rates Opportunity	1,493,646	3,380,268	(1,886,622)	9,295,856	10,188,053	(892,197)
ProFund VP Small-Cap	1,807,007	4,774,204	(2,967,197)	12,921,539	14,812,858	(1,891,319)
Wells Fargo Funds Trust:
Wells Fargo Advantage Asset Allocation Fund	412	26,763	(26,351)	19,490	36,810	(17,320)
Wells Fargo Advantage C&B Large Cap Value Fund	236	4,255	(4,019)	2,913	11,479	(8,566)
Wells Fargo Advantage Equity Income Fund	147	7,839	(7,692)	1,858	6,525	(4,667)
Wells Fargo Advantage Large Company Growth Fund	1,775	32,803	(31,028)	4,089	26,709	(22,620)
Wells Fargo Advantage Money Market Fund	-	18,720	(18,720)	171,332	218,898	(47,566)
Wells Fargo Advantage Small Cap Growth Fund	166	8,000	(7,834)	600	2,770	(2,170)
Wells Fargo Advantage Total Return Bond Fund	3,957	15,062	(11,105)	11,549	15,490	(3,941)

166

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

8. Unit Summary

Division/Contract	Units	Unit Value	Extended Value
AIM V.I. Leisure Fund - Series I Shares
Contracts in accumulation period:
Band 4	4,983.354	$ 14.13	$ 70,415
Band 5	8,500.165	14.09	119,767
Band 6	328,036.932	14.01	4,595,797
Band 7	480,632.709	13.97	6,714,439
Band 8	144,168.519	13.89	2,002,501
Band 9	41,515.102	13.85	574,984
Band 10	305,746.374	13.81	4,222,357
Band 11	123,110.488	13.77	1,695,231
Band 12	123,832.454	13.73	1,700,220
Band 13	230,164.151	13.69	3,150,947
Band 14	403,230.413	13.62	5,491,998
Band 15	99,598.126	13.58	1,352,543
Band 16	5,003.579	13.50	67,548
Band 17	243,279.555	13.46	3,274,543
Band 18	1,648.753	13.42	22,126
Band 19	54,476.048	13.34	726,710
Band 20	256,194.883	13.66	3,499,622
Band 21	54,460.386	13.54	737,394
Band 26	12,345.490	14.38	177,528
Band 27	13,666.740	14.13	193,111
Band 28	426.533	14.01	5,976
Band 29	35,175.729	13.97	491,405
Band 30	17,635.281	13.73	242,132
Band 31	3,829.105	13.61	52,114
Band 32	446.937	13.39	5,984
Band 34	907.122	13.12	11,901
Band 41	7,415.937	14.11	104,639
Band 42	1,910.968	13.98	26,715
Band 43	13,998.875	13.89	194,444
Band 45	2,991.884	12.26	36,680
Band 46	53,532.930	11.79	631,153
Band 47	10,031.748	11.74	117,773
	3,082,897.270		$ 42,310,697
Columbia Asset Allocation Fund, Variable Series - Class
A
Contracts in accumulation period:
Band 6	6,685.254	$ 16.21	$ 108,368
Band 7	23,863.967	16.17	385,880
Band 8	3,320.073	16.09	53,420
Band 9	3,976.741	16.05	63,827
Band 11	971.469	15.97	15,514
Band 13	2,539.427	15.90	40,377
Band 14	48.703	15.82	770
	41,405.634		$ 668,156

167

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
Columbia Federal Securities Fund, Variable Series -
Class A
Contracts in accumulation period:
Band 6	3,007.858	$ 11.23	$ 33,778
Band 7	2,087.495	11.20	23,380
Band 11	184.237	11.07	2,040
Band 13	1,848.955	11.01	20,357
	7,128.545		$ 79,555
Columbia Large Cap Growth Fund, Variable Series -
Class A
Contracts in accumulation period:
Band 6	3,275.705	$ 13.06	$ 42,781
Band 7	23,870.942	13.04	311,277
Band 8	964.743	13.00	12,542
Band 9	1,688.073	12.99	21,928
Band 11	1,901.213	12.95	24,621
Band 13	3,688.024	12.91	47,612
Band 14	1,787.366	12.87	23,003
	37,176.066		$ 483,764

168

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
Colonial Small Cap Value Fund, Variable Series - Class
B
Contracts in accumulation period:
Band 2	1,910.451	$ 12.99	$ 24,817
Band 4	10,527.712	19.82	208,659
Band 5	26,794.182	19.77	529,721
Band 6	1,927,008.032	19.68	37,923,518
Band 7	1,354,061.114	19.63	26,580,220
Band 8	636,373.687	19.54	12,434,742
Band 9	73,912.220	19.49	1,440,549
Band 10	1,669,951.838	19.45	32,480,563
Band 11	548,429.981	19.40	10,639,542
Band 12	237,997.871	19.36	4,607,639
Band 13	635,853.078	19.31	12,278,323
Band 14	2,082,687.555	19.22	40,029,255
Band 15	548,499.202	19.17	10,514,730
Band 16	69,781.375	19.08	1,331,429
Band 17	1,373,389.250	19.04	26,149,331
Band 18	17,150.091	18.99	325,680
Band 19	88,194.116	18.90	1,666,869
Band 20	1,276,340.716	19.26	24,582,322
Band 21	86,929.233	19.13	1,662,956
Band 26	29,919.772	13.00	388,957
Band 27	7,856.416	12.90	101,348
Band 28	561.982	12.85	7,221
Band 29	35,521.733	12.83	455,744
Band 30	19,670.239	12.72	250,205
Band 31	10,743.777	12.67	136,124
Band 32	1,062.628	12.57	13,357
Band 41	2,774.469	12.73	35,319
Band 42	3,167.004	12.66	40,094
Band 43	8,271.652	12.60	104,223
Band 44	10,006.160	12.48	124,877
Band 45	1,151.451	12.43	14,313
Band 46	785,501.433	11.80	9,268,917
Band 47	48,887.885	11.74	573,944
	13,630,888.305		$ 256,925,508
Columbia Small Company Growth Fund, Variable
Series - Class A
Contracts in accumulation period:
Band 6	1,432.203	$ 20.68	$ 29,618
Band 7	549.744	20.63	11,341
Band 8	1,252.610	20.53	25,716
Band 13	1,178.547	20.29	23,913
	4,413.104		$ 90,588

169

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
Fidelity® VIP Equity-Income Portfolio - Service Class 2
Contracts in accumulation period:
Band 2	4,409.106	$ 13.90	$ 61,287
Band 3	1,747.060	13.58	23,725
Band 4	155,664.664	13.67	2,127,936
Band 5	106,972.008	13.63	1,458,028
Band 6	3,793,220.298	13.54	51,360,203
Band 7	2,599,568.767	13.50	35,094,178
Band 8	1,402,318.823	13.41	18,805,095
Band 9	464,702.264	13.36	6,208,422
Band 10	2,996,250.433	13.32	39,910,056
Band 11	977,380.084	13.28	12,979,608
Band 12	682,578.593	13.23	9,030,515
Band 13	1,644,616.693	13.19	21,692,494
Band 14	3,181,067.182	13.10	41,671,980
Band 15	1,010,383.433	13.06	13,195,608
Band 16	137,415.917	12.97	1,782,284
Band 17	2,241,213.879	12.93	28,978,895
Band 18	42,808.766	12.89	551,805
Band 19	203,057.418	12.80	2,599,135
Band 20	1,648,785.110	13.15	21,681,524
Band 21	354,210.402	13.02	4,611,819
Band 25	14,711.229	13.99	205,810
Band 26	429,510.808	13.94	5,987,381
Band 27	171,636.304	13.67	2,346,268
Band 28	36,598.139	13.54	495,539
Band 29	628,695.271	13.49	8,481,099
Band 30	278,467.926	13.23	3,684,131
Band 31	147,297.975	13.10	1,929,603
Band 32	3,668.779	12.85	47,144
Band 33	3,313.167	12.69	42,044
Band 34	2,162.815	12.56	27,165
Band 35	344,699.481	14.13	4,870,604
Band 36	29,442.915	13.94	410,434
Band 37	37,782.779	13.81	521,780
Band 38	527,370.795	16.08	8,480,122
Band 39	68,774.186	15.93	1,095,573
Band 40	45,677.425	15.83	723,074
Band 41	53,973.369	14.92	805,283
Band 42	33,355.801	14.79	493,332
Band 43	160,931.831	14.70	2,365,698
Band 44	430.039	12.96	5,573
Band 45	32,045.334	12.80	410,180
Band 46	1,052,384.545	12.20	12,839,091
Band 47	272,174.722	12.14	3,304,201
Band 51	1,165.191	11.47	13,365
Band 54	240.719	11.49	2,766
Band 55	1,300.430	11.57	15,046
	28,026,182.875		$ 373,426,903

170

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
Fidelity® VIP Contrafund® Portfolio - Service Class 2
Contracts in accumulation period:
Band 2	17,028.851	$ 15.38	$ 261,904
Band 4	404,210.212	18.38	7,429,384
Band 5	125,610.054	18.27	2,294,896
Band 6	8,180,922.847	15.21	124,431,837
Band 7	2,472,498.324	18.09	44,727,495
Band 8	4,711,467.167	15.15	71,378,728
Band 9	893,193.003	17.91	15,997,087
Band 10	8,727,880.973	15.66	136,678,616
Band 11	1,335,727.090	15.09	20,156,122
Band 12	493,102.349	15.06	7,426,121
Band 13	3,429,987.063	17.68	60,642,171
Band 14	4,513,073.102	15.00	67,696,097
Band 15	3,077,616.792	17.51	53,889,070
Band 16	398,509.102	14.94	5,953,726
Band 17	4,272,825.877	14.92	63,750,562
Band 18	38,043.079	14.90	566,842
Band 19	207,534.454	15.31	3,177,352
Band 20	1,486,369.995	15.54	23,098,190
Band 21	493,690.080	15.45	7,627,512
Band 26	908,266.631	18.69	16,975,503
Band 27	324,819.340	18.33	5,953,939
Band 28	81,583.803	18.15	1,480,746
Band 29	1,262,197.916	18.09	22,833,160
Band 30	472,504.158	17.73	8,377,499
Band 31	167,342.183	17.56	2,938,529
Band 32	6,345.073	17.23	109,326
Band 33	5,096.838	17.00	86,646
Band 34	15,120.683	16.84	254,632
Band 35	754,187.899	18.94	14,284,319
Band 36	173,521.097	18.69	3,243,109
Band 37	110,156.494	18.51	2,038,997
Band 38	1,738,553.353	19.59	34,058,260
Band 39	509,399.639	19.42	9,892,541
Band 40	177,948.469	19.29	3,432,626
Band 41	206,912.335	17.99	3,722,353
Band 42	45,786.974	17.83	816,382
Band 43	307,976.794	17.71	5,454,269
Band 44	12,725.330	15.60	198,515
Band 45	66,156.674	15.38	1,017,490
Band 46	3,918,166.193	14.88	58,302,313
Band 47	635,884.902	14.82	9,423,814
Band 50	27,685.585	12.64	349,946
Band 51	424.145	12.58	5,336
Band 52	8,229.639	12.70	104,516
Band 53	779.629	12.65	9,862
Band 54	3,139.953	12.60	39,563
Band 55	6,367.241	12.68	80,737
	57,226,569.384		$ 922,668,640

171

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
Franklin Small Cap Value Securities Fund - Class 2
Contracts in accumulation period:
Band 35	87,893.035	$ 17.58	$ 1,545,160
Band 36	19,780.677	17.37	343,590
Band 37	11,590.311	17.21	199,469
Band 38	227,461.616	18.00	4,094,309
Band 39	117,873.539	17.84	2,102,864
Band 40	14,830.905	17.72	262,804
	479,430.083		$ 8,548,196
ING GET Fund - Series U
Contracts in accumulation period:
Band 6	78,304.878	$ 11.44	$ 895,808
Band 9	621,326.785	11.32	7,033,419
Band 10	6,253.246	11.29	70,599
Band 12	9,714.763	11.24	109,194
Band 13	235,295.441	11.21	2,637,662
Band 15	256,424.064	11.12	2,851,436
Band 20	120,843.966	11.18	1,351,036
Band 26	923,912.824	11.70	10,809,780
Band 27	380,841.990	11.52	4,387,300
Band 28	143,834.618	11.43	1,644,030
Band 29	1,809,525.830	11.41	20,646,690
Band 30	866,988.766	11.23	9,736,284
Band 31	623,070.434	11.14	6,941,005
Band 32	13,388.491	10.98	147,006
Band 33	19,897.864	10.87	216,290
Band 34	25,495.479	10.79	275,096
Band 35	83,712.118	11.83	990,314
Band 36	4,256.349	11.71	49,842
	6,223,087.906		$ 70,792,791

172

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING GET Fund - Series V
Contracts in accumulation period:
Band 6	58,498.191	$ 10.20	$ 596,682
Band 9	663,154.053	10.10	6,697,856
Band 10	14,572.131	10.08	146,887
Band 12	13,636.604	10.03	136,775
Band 13	195,245.256	10.00	1,952,453
Band 15	444,146.114	9.93	4,410,371
Band 17	38,646.115	9.86	381,051
Band 19	7,034.810	9.78	68,800
Band 20	38,721.113	9.98	386,437
Band 26	1,498,422.317	10.42	15,613,561
Band 27	467,494.854	10.27	4,801,172
Band 28	229,932.801	10.20	2,345,315
Band 29	2,912,216.137	10.17	29,617,238
Band 30	1,750,241.299	10.02	17,537,418
Band 31	853,957.360	9.95	8,496,876
Band 32	17,129.415	9.81	168,040
Band 33	8,496.851	9.72	82,589
Band 34	15,759.246	9.65	152,077
Band 35	194,362.306	10.53	2,046,635
Band 36	10,531.988	10.42	109,743
	9,432,198.961		$ 95,747,976

173

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING AllianceBernstein Mid Cap Growth Portfolio -
Service Class
Contracts in accumulation period:
Band 2	55,177.783	$ 23.74	$ 1,309,921
Band 3	3,748.651	22.77	85,357
Band 4	110,753.636	23.05	2,552,871
Band 5	89,670.773	22.92	2,055,254
Band 6	2,932,927.597	22.65	66,430,810
Band 7	1,820,232.495	22.51	40,973,433
Band 8	2,364,818.640	22.24	52,593,567
Band 9	320,901.872	22.11	7,095,140
Band 10	1,487,855.578	21.98	32,703,066
Band 11	3,117,854.666	21.85	68,125,124
Band 12	529,074.135	21.72	11,491,490
Band 13	1,558,828.504	21.59	33,655,107
Band 14	2,185,379.179	21.33	46,614,138
Band 15	442,249.749	21.21	9,380,117
Band 16	88,644.893	20.95	1,857,111
Band 17	1,068,709.744	20.83	22,261,224
Band 18	22,545.487	20.70	466,692
Band 19	85,236.664	20.46	1,743,942
Band 20	562,163.395	21.46	12,064,026
Band 21	83,390.748	21.08	1,757,877
Band 25	64,315.772	24.03	1,545,508
Band 26	44,797.196	14.03	628,505
Band 27	13,437.724	13.92	187,053
Band 28	2,162.532	13.86	29,973
Band 29	91,660.342	13.84	1,268,579
Band 30	44,649.642	13.73	613,040
Band 31	18,415.979	13.67	251,746
Band 32	444.478	13.56	6,027
Band 34	503.455	13.43	6,761
Band 38	45,420.769	11.50	522,339
Band 41	19,733.772	13.73	270,945
Band 42	2,578.216	13.65	35,193
Band 43	30,456.546	13.60	414,209
Band 44	1,198.756	13.46	16,135
Band 45	1,293.980	13.41	17,352
Band 46	853,202.179	11.44	9,760,633
Band 47	76,408.757	11.38	869,532
Band 50	3,802.673	11.42	43,427
Band 51	2,440.825	11.37	27,752
Band 53	181.940	11.44	2,081
Band 54	838.739	11.39	9,553
Band 55	903.609	11.47	10,364
	20,249,012.070		$ 431,752,974

174

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING AllianceBernstein Mid Cap Growth Portfolio -
Service 2 Class
Contracts in accumulation period:
Band 6	174,759.430	$ 23.28	$ 4,068,400
Band 7	626.373	23.22	14,544
Band 8	70.568	23.09	1,629
Band 10	83,476.368	22.97	1,917,452
Band 11	3,833.101	22.91	87,816
Band 12	34,500.323	22.85	788,332
Band 13	3,554.540	11.52	40,948
Band 14	58,448.364	12.23	714,823
Band 15	175,747.552	12.21	2,145,878
Band 17	57,679.655	12.14	700,231
Band 20	291,854.907	22.72	6,630,943
Band 46	154,529.061	11.38	1,758,541
	1,039,080.242		$ 18,869,537

175

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING American Funds Growth Portfolio
Contracts in accumulation period:
Band 2	86,083.980	$ 16.43	$ 1,414,360
Band 4	1,166,092.620	16.25	18,949,005
Band 5	267,965.447	16.21	4,343,720
Band 6	21,696,367.290	16.14	350,179,368
Band 7	10,314,328.120	16.11	166,163,826
Band 8	10,804,068.750	16.04	173,297,263
Band 9	2,548,976.798	16.00	40,783,629
Band 10	21,187,619.790	15.97	338,366,288
Band 11	4,519,538.860	15.93	71,996,254
Band 12	1,691,270.016	15.90	26,891,193
Band 13	8,337,205.653	15.86	132,228,082
Band 14	16,140,531.640	15.79	254,858,995
Band 15	10,172,993.550	15.76	160,326,378
Band 16	841,076.053	15.69	13,196,483
Band 17	15,573,021.710	15.65	243,717,790
Band 18	65,891.702	15.62	1,029,228
Band 19	763,218.180	15.55	11,868,043
Band 20	9,238,417.722	15.83	146,244,153
Band 21	1,301,088.703	15.72	20,453,114
Band 26	1,132,943.909	16.46	18,648,257
Band 27	342,729.028	16.25	5,569,347
Band 28	105,848.236	16.14	1,708,391
Band 29	1,559,666.158	16.11	25,126,222
Band 30	572,490.746	15.90	9,102,603
Band 31	378,379.096	15.79	5,974,606
Band 32	9,060.890	15.59	141,259
Band 33	4,798.833	15.45	74,142
Band 34	40,527.177	15.35	622,092
Band 35	219,886.177	12.79	2,812,344
Band 36	37,003.056	12.73	471,049
Band 37	64,971.280	16.36	1,062,930
Band 38	1,840,856.967	12.72	23,415,701
Band 39	400,871.737	12.66	5,075,036
Band 40	176,240.778	12.61	2,222,396
Band 41	223,063.676	15.90	3,546,712
Band 42	167,698.747	15.76	2,642,932
Band 43	693,220.398	15.66	10,855,831
Band 44	46,053.337	14.14	651,194
Band 45	72,027.262	13.93	1,003,340
Band 46	10,591,272.140	13.57	143,723,563
Band 47	1,001,924.032	13.50	13,525,974
Band 50	19,364.142	12.08	233,919
Band 51	69,926.408	12.02	840,515
Band 52	2,638.825	12.14	32,035
Band 53	10,417.549	12.10	126,052
Band 54	7,156.491	12.04	86,164
Band 55	34,351.542	12.13	416,684
	156,541,145.201		$ 2,456,018,462

176

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING American Funds Growth-Income Portfolio
Contracts in accumulation period:
Band 2	59,783.465	$ 14.64	$ 875,230
Band 4	1,353,851.427	14.48	19,603,769
Band 5	119,503.959	14.45	1,726,832
Band 6	14,555,763.300	14.38	209,311,876
Band 7	6,996,005.786	14.35	100,392,683
Band 8	7,276,325.052	14.29	103,978,685
Band 9	2,727,946.799	14.26	38,900,521
Band 10	14,800,441.420	14.22	210,462,277
Band 11	3,353,209.300	14.19	47,582,040
Band 12	1,130,093.622	14.16	16,002,126
Band 13	6,176,037.708	14.13	87,267,413
Band 14	12,038,692.260	14.07	169,384,400
Band 15	7,713,249.602	14.04	108,294,024
Band 16	561,697.109	13.98	7,852,526
Band 17	11,977,582.450	13.94	166,967,499
Band 18	22,514.060	13.91	313,171
Band 19	699,866.082	13.85	9,693,145
Band 20	6,032,133.163	14.10	85,053,078
Band 21	1,187,108.924	14.01	16,631,396
Band 26	934,991.624	14.67	13,716,327
Band 27	406,158.424	14.48	5,881,174
Band 28	130,735.239	14.38	1,879,973
Band 29	1,205,339.861	14.35	17,296,627
Band 30	594,652.472	14.16	8,420,279
Band 31	282,053.073	14.07	3,968,487
Band 32	23,912.333	13.89	332,142
Band 33	5,117.504	13.77	70,468
Band 34	59,261.998	13.68	810,704
Band 35	121,485.407	11.95	1,451,751
Band 36	39,396.802	11.89	468,428
Band 37	58,560.701	14.57	853,229
Band 38	1,344,331.407	11.88	15,970,657
Band 39	150,001.482	11.82	1,773,018
Band 40	145,191.016	11.78	1,710,350
Band 41	219,393.929	14.17	3,108,812
Band 42	140,899.951	14.04	1,978,235
Band 43	582,891.986	13.95	8,131,343
Band 44	39,876.953	12.51	498,861
Band 45	101,200.588	12.35	1,249,827
Band 46	7,379,003.536	11.92	87,957,722
Band 47	914,620.212	11.87	10,856,542
Band 50	17,488.268	11.45	200,241
Band 51	491,093.589	11.40	5,598,467
Band 52	1,949.878	11.52	22,463
Band 53	8,765.347	11.47	100,539
Band 54	9,929.168	11.42	113,391
Band 55	39,322.981	11.50	452,214
	114,229,431.217		$ 1,595,164,962

177

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING American Funds International Portfolio
Contracts in accumulation period:
Band 2	84,468.238	$ 22.66	$ 1,914,050
Band 4	428,085.631	22.41	9,593,399
Band 5	170,474.578	22.36	3,811,812
Band 6	9,438,334.065	22.26	210,097,316
Band 7	4,971,819.589	22.22	110,473,831
Band 8	5,196,961.915	22.12	114,956,798
Band 9	1,344,483.652	22.07	29,672,754
Band 10	9,721,537.640	22.02	214,068,259
Band 11	2,257,381.042	21.97	49,594,661
Band 12	1,013,920.227	21.92	22,225,131
Band 13	4,171,264.612	21.88	91,267,270
Band 14	7,212,643.249	21.78	157,091,370
Band 15	3,981,698.227	21.73	86,522,302
Band 16	482,697.293	21.64	10,445,569
Band 17	6,489,109.002	21.59	140,099,863
Band 18	36,575.784	21.54	787,842
Band 19	392,273.773	21.44	8,410,350
Band 20	3,112,536.455	21.83	67,946,671
Band 21	610,149.542	21.68	13,228,042
Band 26	637,012.553	22.71	14,466,555
Band 27	315,380.991	22.41	7,067,688
Band 28	56,718.310	22.26	1,262,550
Band 29	874,833.751	22.21	19,430,058
Band 30	348,184.151	21.92	7,632,197
Band 31	186,510.341	21.78	4,062,195
Band 32	6,274.062	21.50	134,892
Band 33	3,533.820	21.31	75,306
Band 34	15,245.394	21.17	322,745
Band 35	271,709.641	15.33	4,165,309
Band 36	46,621.242	15.26	711,440
Band 37	13,046.210	22.56	294,322
Band 38	1,464,666.263	15.24	22,321,514
Band 39	185,259.140	15.17	2,810,381
Band 40	101,346.633	15.11	1,531,348
Band 41	74,724.750	21.93	1,638,714
Band 42	39,639.478	21.74	861,762
Band 43	281,589.863	21.59	6,079,525
Band 44	9,349.928	17.91	167,457
Band 45	40,996.191	17.62	722,353
Band 46	5,622,595.148	16.57	93,166,402
Band 47	603,416.301	16.49	9,950,335
Band 50	19,004.810	13.55	257,515
Band 51	464,274.073	13.49	6,263,057
Band 52	1,440.834	13.62	19,624
Band 53	4,357.305	13.57	59,129
Band 54	9,924.310	13.51	134,077
Band 55	24,377.224	13.60	331,530
	72,838,447.231		$ 1,548,147,270

178

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING BlackRock Large Cap Growth Portfolio -
Institutional Class
Contracts in accumulation period:
Band 35	15,121.907	$ 9.81	$ 148,346
Band 38	7,755.994	9.80	76,009
Band 40	2,032.208	9.77	19,855
	24,910.109		$ 244,210
ING BlackRock Large Cap Growth Portfolio - Service
Class
Contracts in accumulation period:
Band 1	583.131	$ 13.69	$ 7,983
Band 2	16,924.305	13.53	228,986
Band 4	70,250.488	13.34	937,142
Band 5	107,711.390	13.30	1,432,561
Band 6	1,170,060.548	13.22	15,468,200
Band 7	1,301,207.013	13.19	17,162,921
Band 8	434,530.665	13.11	5,696,697
Band 9	137,089.271	13.07	1,791,757
Band 10	1,199,203.742	13.04	15,637,617
Band 11	648,515.200	13.00	8,430,698
Band 12	460,433.678	12.96	5,967,220
Band 13	947,230.069	12.92	12,238,212
Band 14	1,982,636.026	12.85	25,476,873
Band 15	449,216.397	12.81	5,754,462
Band 16	63,056.209	12.74	803,336
Band 17	764,202.613	12.70	9,705,373
Band 18	41,506.860	12.66	525,477
Band 19	71,247.051	12.59	897,000
Band 20	882,135.386	12.89	11,370,725
Band 21	112,891.549	12.77	1,441,625
Band 25	11,959.470	13.61	162,768
Band 26	164,463.006	13.09	2,152,821
Band 27	63,501.891	12.99	824,890
Band 28	16,008.910	12.93	206,995
Band 29	95,842.223	12.91	1,237,323
Band 30	54,383.802	12.81	696,657
Band 31	37,675.342	12.76	480,737
Band 32	769.901	12.65	9,739
Band 33	575.185	12.59	7,242
Band 34	498.577	12.53	6,247
Band 35	8,339.264	11.00	91,732
Band 36	6,932.949	10.98	76,124
Band 37	11,315.658	10.96	124,020
Band 38	73,824.797	11.68	862,274
Band 39	1,112.865	10.94	12,175
Band 40	5,691.533	10.92	62,152

179

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING BlackRock Large Cap Growth Portfolio - Service
Class (continued)
Band 41	15,869.851	$ 12.81	$ 203,293
Band 42	153.951	12.74	1,961
Band 43	27,344.159	12.69	346,997
Band 44	652.451	12.56	8,195
Band 45	7,419.680	12.51	92,820
Band 46	342,900.200	11.92	4,087,370
Band 47	55,471.703	11.86	657,894
Band 50	5,002.627	11.62	58,131
Band 51	1,132.650	11.56	13,093
Band 52	1,026.870	11.68	11,994
Band 55	4,834.292	11.66	56,368
	11,875,335.398		$ 153,526,877

180

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING BlackRock Large Cap Value Portfolio - Service
Class
Contracts in accumulation period:
Band 2	1,921.933	$ 14.93	$ 28,694
Band 3	390.764	14.63	5,717
Band 4	31,721.089	14.72	466,934
Band 5	3,700.431	14.68	54,322
Band 6	439,091.095	14.59	6,406,339
Band 7	425,890.728	14.55	6,196,710
Band 8	281,361.363	14.47	4,071,299
Band 9	38,536.528	14.42	555,697
Band 10	383,820.540	14.38	5,519,339
Band 11	221,720.286	14.34	3,179,469
Band 12	72,232.841	14.30	1,032,930
Band 13	268,538.379	14.26	3,829,357
Band 14	611,377.205	14.18	8,669,329
Band 15	156,547.002	14.14	2,213,575
Band 16	13,322.474	14.05	187,181
Band 17	371,737.800	14.01	5,208,047
Band 18	24,319.062	13.97	339,737
Band 19	71,979.838	13.89	999,800
Band 20	231,322.736	14.22	3,289,409
Band 21	16,158.984	14.10	227,842
Band 25	3,434.810	15.01	51,556
Band 26	11,923.961	13.36	159,304
Band 27	3,294.784	13.25	43,656
Band 29	24,148.319	13.18	318,275
Band 30	11,999.466	13.07	156,833
Band 31	4,759.085	13.01	61,916
Band 41	82.261	13.07	1,075
Band 43	67,335.986	12.95	872,001
Band 44	413.667	12.82	5,303
Band 45	2,312.828	12.77	29,535
Band 46	228,799.175	12.24	2,800,502
Band 47	44,037.785	12.18	536,380
Band 50	2,109.274	11.52	24,299
Band 51	1,429.894	11.46	16,387
	4,071,772.373		$ 57,558,749

181

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING BlackRock Large Cap Value Portfolio - Service 2
Class
Contracts in accumulation period:
Band 6	26,534.096	$ 17.60	$ 467,000
Band 10	69,410.203	17.36	1,204,961
Band 11	1,467.982	17.32	25,425
Band 12	18,178.949	17.27	313,950
Band 13	1,720.093	12.33	21,209
Band 14	9,064.291	12.78	115,842
Band 15	40,122.661	12.76	511,965
Band 17	4,649.623	12.68	58,957
Band 20	75,598.460	17.18	1,298,782
Band 46	23,411.669	12.18	285,154
	270,158.027		$ 4,303,245

182

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Capital Guardian U.S. Equities Portfolio - Service
Class
Contracts in accumulation period:
Band 2	41,375.784	$ 12.62	$ 522,162
Band 3	3,940.333	12.27	48,348
Band 4	61,898.646	12.37	765,686
Band 5	377,119.318	12.32	4,646,110
Band 6	3,795,553.473	12.23	46,419,619
Band 7	5,752,910.331	12.18	70,070,448
Band 8	1,738,201.389	12.08	20,997,473
Band 9	754,475.449	12.03	9,076,340
Band 10	3,202,081.584	11.98	38,360,937
Band 11	3,127,140.195	11.93	37,306,783
Band 12	2,310,206.757	11.89	27,468,358
Band 13	4,247,540.874	11.84	50,290,884
Band 14	6,542,509.735	11.74	76,809,064
Band 15	307,487.674	11.70	3,597,606
Band 16	203,205.738	11.60	2,357,187
Band 17	2,564,461.620	11.56	29,645,176
Band 18	151,157.182	11.51	1,739,819
Band 19	415,169.532	11.42	4,741,236
Band 20	2,211,563.888	11.79	26,074,338
Band 21	514,759.215	11.65	5,996,945
Band 24	1,322.909	13.14	17,383
Band 25	116,113.233	12.72	1,476,960
Band 26	10,396.581	12.06	125,383
Band 27	2,519.464	11.96	30,133
Band 28	134.509	11.92	1,603
Band 29	15,674.095	11.90	186,522
Band 30	9,099.635	11.80	107,376
Band 31	11,586.203	11.75	136,138
Band 34	1,238.777	11.55	14,308
Band 38	8,251.215	10.75	88,701
Band 41	3,365.381	11.80	39,711
Band 43	16,778.441	11.69	196,140
Band 44	479.383	11.58	5,551
Band 45	6,003.480	11.53	69,220
Band 46	460,445.287	11.02	5,074,107
Band 47	90,178.139	10.97	989,254
Band 50	810.721	10.69	8,667
	39,077,156.170		$ 465,501,676

183

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Capital Guardian U.S. Equities Portfolio - Service 2
Class
Contracts in accumulation period:
Band 6	85,089.079	$ 16.53	$ 1,406,522
Band 7	778.498	16.48	12,830
Band 10	61,309.819	16.31	999,963
Band 11	7,183.987	16.26	116,812
Band 12	43,368.824	16.22	703,442
Band 13	8,917.391	11.10	98,983
Band 14	7,718.397	11.50	88,762
Band 15	45,487.822	11.48	522,200
Band 17	27,543.296	11.41	314,269
Band 20	243,489.856	16.13	3,927,491
Band 46	28,305.750	10.97	310,514
	559,192.719		$ 8,501,788
ING EquitiesPlus Portfolio - Service Class
Contracts in accumulation period:
Band 2	33,885.891	$ 10.96	$ 371,389
Band 3	26.730	10.89	291
Band 4	52,563.300	10.91	573,466
Band 5	97,808.758	10.90	1,066,115
Band 6	1,487,268.358	10.88	16,181,480
Band 7	980,653.267	10.87	10,659,701
Band 8	1,266,716.997	10.85	13,743,879
Band 9	216,370.620	10.84	2,345,458
Band 10	304,468.894	10.84	3,300,443
Band 11	2,510,184.299	10.83	27,185,296
Band 12	359,078.939	10.82	3,885,234
Band 13	771,491.131	10.81	8,339,819
Band 14	874,836.411	10.79	9,439,485
Band 15	9,822.869	10.78	105,891
Band 16	4,930.639	10.76	53,054
Band 17	165,510.473	10.75	1,779,238
Band 18	13,423.780	10.74	144,171
Band 19	59,565.660	10.72	638,544
Band 20	177,360.350	10.80	1,915,492
Band 21	29,016.240	10.77	312,505
Band 25	6,234.082	10.97	68,388
Band 27	1,134.594	10.91	12,378
Band 29	4,202.443	10.87	45,681
Band 30	6,034.792	10.82	65,296
Band 43	409.812	10.75	4,405
Band 46	16,378.412	10.73	175,740
Band 47	660.556	10.71	7,075
Band 53	227.425	11.44	2,602
	9,450,265.722		$ 102,422,516
ING EquitiesPlus Portfolio - Service 2 Class
Contracts in accumulation period:
Band 15	3,075.878	$ 10.75	$ 33,066
	3,075.878		$ 33,066

184

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Evergreen Health Sciences Portfolio - Service Class
Contracts in accumulation period:
Band 1	12.087	$ 12.48	$ 151
Band 2	8,114.103	13.16	106,782
Band 3	433.446	12.99	5,630
Band 4	46,973.027	13.04	612,528
Band 5	69,288.742	13.01	901,447
Band 6	1,874,723.314	12.96	24,296,414
Band 7	1,733,494.198	12.94	22,431,415
Band 8	996,338.252	12.89	12,842,800
Band 9	149,812.671	12.87	1,928,089
Band 10	1,676,944.667	12.84	21,531,970
Band 11	744,272.037	12.82	9,541,568
Band 12	401,784.715	12.79	5,138,827
Band 13	1,188,198.548	12.77	15,173,295
Band 14	2,123,732.021	12.72	27,013,871
Band 15	670,334.933	12.70	8,513,254
Band 16	77,980.195	12.65	986,449
Band 17	1,606,318.701	12.63	20,287,805
Band 18	45,861.023	12.60	577,849
Band 19	68,808.411	12.56	864,234
Band 20	1,027,930.977	12.75	13,106,120
Band 21	129,684.155	12.68	1,644,395
Band 25	8,722.933	13.21	115,230
Band 26	118,427.024	13.18	1,560,868
Band 27	34,967.490	13.03	455,626
Band 28	11,830.523	12.96	153,324
Band 29	293,295.858	12.94	3,795,248
Band 30	53,812.621	12.79	688,263
Band 31	65,076.215	12.72	827,769
Band 32	652.948	12.59	8,221
Band 33	201.769	12.49	2,520
Band 34	3,320.841	12.42	41,245
Band 38	13,967.817	12.06	168,452
Band 41	52,193.184	12.80	668,073
Band 42	12,168.735	12.70	154,543
Band 43	37,755.063	12.63	476,846
Band 44	8,261.604	12.46	102,940
Band 45	23,535.735	12.39	291,608
Band 46	588,535.034	12.96	7,627,414
Band 47	71,272.698	12.90	919,418
Band 50	855.381	11.98	10,247
Band 51	848.400	11.93	10,121
Band 52	471.924	12.05	5,687
Band 55	6,040.266	12.03	72,664
	16,047,254.286		$ 205,661,220

185

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Evergreen Omega Portfolio - Service Class
Contracts in accumulation period:
Band 4	2,616.185	$ 12.39	$ 32,415
Band 6	25,298.088	12.32	311,672
Band 7	46,370.644	12.30	570,359
Band 8	23,973.210	12.25	293,672
Band 9	12,736.181	12.23	155,763
Band 10	96,693.411	12.21	1,180,627
Band 11	13,288.517	12.18	161,854
Band 12	452.335	12.16	5,500
Band 13	17,975.486	12.14	218,222
Band 14	55,333.054	12.09	668,977
Band 15	14,872.978	12.07	179,517
Band 16	11,625.528	12.02	139,739
Band 17	62,574.590	12.00	750,895
Band 19	3,767.859	11.93	44,951
Band 20	24,521.697	12.11	296,958
Band 21	3,809.698	12.05	45,907
Band 26	48,060.666	12.53	602,200
Band 27	15,969.241	12.39	197,859
Band 28	6,988.386	12.32	86,097
Band 29	107,627.603	12.30	1,323,820
Band 30	21,713.821	12.16	264,040
Band 31	8,614.281	12.09	104,147
Band 33	334.823	11.87	3,974
Band 34	508.677	11.81	6,007
Band 35	1,062.918	13.17	13,999
Band 36	710.685	13.10	9,310
Band 37	322.848	13.05	4,213
Band 38	5,798.378	13.08	75,843
Band 39	456.915	13.01	5,944
Band 40	1,243.921	12.96	16,121
Band 41	103.513	12.16	1,259
Band 42	1,299.876	12.07	15,690
Band 43	2,431.509	12.01	29,202
Band 46	54,624.502	11.54	630,367
Band 47	7,068.084	11.48	81,142
	700,850.108		$ 8,528,262
ING Evergreen Omega Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	24,037.389	$ 12.25	$ 294,458
Band 10	11,850.200	12.14	143,861
Band 12	5,514.188	12.09	66,667
Band 15	23,982.460	12.00	287,790
Band 17	10,635.384	11.94	126,986
Band 20	13,667.359	12.05	164,692
Band 46	18,901.821	11.48	216,993
	108,588.801		$ 1,301,447

186

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING FMR^SMDiversified Mid Cap Portfolio - Service
Class
Currently payable annuity contracts	297.110	$ 17.22	$ 5,116
Contracts in accumulation period:
Band 1	18,357.639	12.84	235,712
Band 2	182,888.415	17.22	3,149,339
Band 3	19,148.254	16.78	321,308
Band 4	330,637.167	16.91	5,591,074
Band 5	464,151.706	16.85	7,820,956
Band 6	8,909,281.963	16.72	148,963,194
Band 7	7,733,885.770	16.66	128,846,537
Band 8	5,667,698.195	16.54	93,743,728
Band 9	1,307,367.856	16.48	21,545,422
Band 10	5,886,750.501	16.42	96,660,443
Band 11	5,914,407.636	16.36	96,759,709
Band 12	1,931,572.483	16.30	31,484,631
Band 13	5,746,779.108	16.24	93,327,693
Band 14	8,261,322.078	16.12	133,172,512
Band 15	1,314,411.553	16.06	21,109,450
Band 16	321,727.369	15.94	5,128,334
Band 17	4,157,764.254	15.88	66,025,296
Band 18	193,993.122	15.82	3,068,971
Band 19	393,393.452	15.71	6,180,211
Band 20	2,961,717.601	16.18	47,920,591
Band 21	500,348.646	16.00	8,005,578
Band 24	436.209	17.86	7,791
Band 25	124,191.285	17.35	2,154,719
Band 26	187,448.301	15.15	2,839,842
Band 27	73,706.605	15.03	1,107,810
Band 28	8,299.814	14.97	124,248
Band 29	218,934.965	14.95	3,273,078
Band 30	74,503.067	14.82	1,104,135
Band 31	62,176.505	14.76	917,725
Band 32	716.031	14.65	10,490
Band 34	736.637	14.51	10,689
Band 38	62,798.237	12.38	777,442
Band 41	57,028.471	14.83	845,732
Band 42	18,373.085	14.75	271,003
Band 43	96,124.227	14.69	1,412,065
Band 44	2,676.981	14.54	38,923
Band 45	4,478.720	14.48	64,852
Band 46	1,692,239.231	14.44	24,435,934
Band 47	229,272.525	14.37	3,294,646
Band 50	16,263.086	12.27	199,548
Band 51	4,010.097	12.21	48,963
Band 52	830.511	12.34	10,249
Band 53	1,500.112	12.29	18,436
Band 54	3,069.424	12.23	37,539
Band 55	6,946.718	12.32	85,584
	65,164,662.722		$ 1,062,157,248

187

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING FMR^SMDiversified Mid Cap Portfolio - Service 2
Class
Contracts in accumulation period:
Band 6	464,848.281	$ 21.75	$ 10,110,450
Band 7	5,960.481	21.69	129,283
Band 10	352,491.307	21.46	7,564,463
Band 11	6,975.451	21.40	149,275
Band 12	96,371.790	21.34	2,056,574
Band 13	268.431	14.55	3,906
Band 14	97,073.019	16.67	1,618,207
Band 15	265,931.289	16.63	4,422,437
Band 17	137,097.687	16.54	2,267,596
Band 20	682,669.693	21.23	14,493,078
Band 46	296,583.831	14.37	4,261,910
	2,406,271.260		$ 47,077,179

188

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING FMR^SMLarge Cap Growth Portfolio - Service Class
Contracts in accumulation period:
Band 2	5,679.957	$ 10.98	$ 62,366
Band 3	2,324.821	10.11	23,504
Band 4	55,810.049	10.91	608,888
Band 5	61,457.791	10.89	669,275
Band 6	2,143,005.601	10.86	23,273,041
Band 7	2,275,741.904	10.85	24,691,800
Band 8	217,784.462	10.82	2,356,428
Band 9	222,433.173	10.80	2,402,278
Band 10	1,177,872.319	10.79	12,709,242
Band 11	764,526.485	10.78	8,241,596
Band 12	492,247.865	10.76	5,296,587
Band 13	897,659.451	10.75	9,649,839
Band 14	2,399,512.021	10.72	25,722,769
Band 15	233,510.094	10.70	2,498,558
Band 16	58,373.261	10.67	622,843
Band 17	812,991.782	10.66	8,666,492
Band 18	38,395.095	10.64	408,524
Band 19	130,463.628	10.61	1,384,219
Band 20	1,494,229.007	10.73	16,033,077
Band 21	250,186.901	10.69	2,674,498
Band 25	20,748.790	10.19	211,430
Band 26	199,633.924	11.00	2,195,973
Band 27	100,958.357	10.91	1,101,456
Band 28	28,147.899	10.86	305,686
Band 29	214,553.127	10.85	2,327,901
Band 30	117,791.172	10.76	1,267,433
Band 31	156,027.382	10.72	1,672,614
Band 32	2,348.582	10.63	24,965
Band 33	3,555.480	10.57	37,581
Band 34	6,395.519	10.53	67,345
Band 35	89,841.771	10.21	917,284
Band 36	4,462.769	10.18	45,431
Band 37	1,436.805	10.15	14,584
Band 38	33,236.525	10.17	338,015
Band 39	5,866.136	10.14	59,483
Band 40	4,918.252	10.11	49,724
Band 41	3,849.375	10.76	41,419
Band 42	13,468.202	10.70	144,110
Band 43	24,048.427	10.66	256,356
Band 45	347.471	10.51	3,652
Band 46	124,085.861	10.63	1,319,033
Band 47	24,965.210	10.59	264,382
Band 50	11.941	11.18	134
Band 55	412.683	11.23	4,634
	14,915,317.327		$ 160,666,449

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING FMR^SMMid Cap Growth Portfolio - Service Class
Currently payable annuity contracts	865.958	$ 27.63	$ 23,926
Contracts in accumulation period:
Band 1	16,529.722	28.37	468,948
Band 2	240,233.143	27.63	6,637,642
Band 3	1,212.157	26.36	31,952
Band 4	98,067.694	26.72	2,620,369
Band 5	99,828.612	26.54	2,649,451
Band 6	2,192,302.311	26.15	57,328,705
Band 7	1,808,259.854	26.01	47,032,839
Band 8	1,527,853.565	25.67	39,220,001
Band 9	416,252.941	25.50	10,614,450
Band 10	772,673.669	25.32	19,564,097
Band 11	2,104,444.753	25.15	52,926,786
Band 12	528,009.231	24.99	13,194,951
Band 13	1,289,137.597	24.82	31,996,395
Band 14	2,014,451.526	24.49	49,333,918
Band 15	146,204.433	24.32	3,555,692
Band 16	32,181.315	24.00	772,352
Band 17	616,160.961	23.83	14,683,116
Band 18	20,073.615	23.67	475,142
Band 19	80,705.750	23.36	1,885,286
Band 20	592,635.203	24.65	14,608,458
Band 21	87,374.242	24.16	2,110,962
Band 22	497.310	26.72	13,288
Band 23	7,868.927	26.15	205,772
Band 24	52.662	29.53	1,555
Band 25	44,295.450	28.00	1,240,273
Band 26	9,001.159	11.91	107,204
Band 27	1,029.980	11.82	12,174
Band 28	633.862	11.77	7,461
Band 29	21,147.103	11.75	248,478
Band 30	3,061.764	11.66	35,700
Band 31	2,256.899	11.61	26,203
Band 32	763.766	11.52	8,799
Band 38	9,323.319	10.99	102,463
Band 41	475.220	11.66	5,541
Band 42	5,520.501	11.59	63,983
Band 43	2,496.355	11.55	28,833
Band 44	764.850	11.43	8,742
Band 45	3,875.175	11.39	44,138
Band 46	320,371.387	10.41	3,335,066
Band 47	40,149.199	10.36	415,946
	15,159,043.140		$ 377,647,057

190

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING FMR^SMMid Cap Growth Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	255,576.266	$ 15.79	$ 4,035,549
Band 7	833.490	15.75	13,127
Band 8	716.778	15.66	11,225
Band 10	150,313.569	15.58	2,341,885
Band 11	633.469	15.53	9,838
Band 12	83,316.751	15.49	1,290,576
Band 14	60,763.079	11.09	673,863
Band 15	88,057.211	11.07	974,793
Band 17	85,850.915	11.01	945,219
Band 20	402,428.048	15.41	6,201,416
Band 46	137,429.754	10.36	1,423,772
	1,265,919.330		$ 17,921,263
ING Focus 5 Portfolio - Service Class
Contracts in accumulation period:
Band 4	79,047.890	$ 10.41	$ 822,889
Band 6	1,412,784.154	10.40	14,692,955
Band 7	195,220.747	10.40	2,030,296
Band 8	624,410.784	10.40	6,493,872
Band 9	7,682.142	10.39	79,817
Band 10	3,410,380.948	10.39	35,433,858
Band 11	12,115.287	10.39	125,878
Band 12	44,999.871	10.39	467,549
Band 13	688,897.269	10.39	7,157,643
Band 14	663,066.100	10.38	6,882,626
Band 15	377,604.420	10.38	3,919,534
Band 16	54,689.263	10.38	567,675
Band 17	1,263,273.701	10.37	13,100,148
Band 18	1,372.593	10.37	14,234
Band 19	8,188.611	10.37	84,916
Band 20	44,307.998	10.38	459,917
Band 21	29,163.195	10.38	302,714
Band 38	138,095.183	10.42	1,438,952
Band 46	423,732.906	10.37	4,394,110
Band 47	77,433.199	10.36	802,208
Band 50	1,187.638	10.39	12,340
Band 51	3,477.129	10.38	36,093
Band 52	14,869.619	10.40	154,644
Band 55	6,977.015	10.40	72,561
	9,582,977.662		$ 99,547,429

191

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value Extended Value
ING Franklin Income Portfolio - Service Class
Contracts in accumulation period:
Band 2	22,145.289	$ 11.13	$ 246,477
Band 3	399.536	11.07	4,423
Band 4	240,036.324	11.09	2,662,003
Band 5	71,089.957	11.08	787,677
Band 6	3,440,430.320	11.06	38,051,159
Band 7	1,739,830.516	11.05	19,225,127
Band 8	2,111,386.041	11.03	23,288,588
Band 9	739,397.947	11.02	8,148,165
Band 10	5,223,390.969	11.01	57,509,535
Band 11	1,262,187.195	11.00	13,884,059
Band 12	270,225.888	10.99	2,969,783
Band 13	2,094,650.797	10.98	22,999,266
Band 14	3,220,954.397	10.96	35,301,660
Band 15	1,629,600.864	10.96	17,860,425
Band 16	317,202.226	10.94	3,470,192
Band 17	2,999,604.506	10.93	32,785,677
Band 18	16,154.101	10.92	176,403
Band 19	148,077.233	10.90	1,614,042
Band 20	780,229.070	10.97	8,559,113
Band 21	396,949.339	10.95	4,346,595
Band 26	335,394.643	11.14	3,736,296
Band 27	68,698.846	11.09	761,870
Band 28	48,877.314	11.06	540,583
Band 29	641,840.337	11.05	7,092,336
Band 30	224,941.993	10.99	2,472,113
Band 31	106,850.822	10.96	1,171,085
Band 32	9,222.911	10.91	100,622
Band 33	2,349.712	10.87	25,541
Band 34	90.394	10.84	980
Band 38	263,422.576	11.20	2,950,333
Band 41	58,851.442	10.99	646,777
Band 42	9,941.910	10.96	108,963
Band 43	183,951.943	10.93	2,010,595
Band 44	6,064.594	10.86	65,861
Band 45	85,789.393	10.83	929,099
Band 46	2,010,836.626	10.91	21,938,228
Band 47	304,953.757	10.88	3,317,897
Band 50	1,096.194	11.07	12,135
Band 51	11,199.867	11.02	123,423
Band 52	442.886	11.13	4,929
Band 53	469.205	11.09	5,203
Band 54	259.239	11.04	2,862
Band 55	17,787.659	11.11	197,621
	31,117,276.778		$ 342,105,721

192

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Franklin Income Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	93,155.593	$ 11.04	$ 1,028,438
Band 10	188,787.028	10.99	2,074,769
Band 12	35,484.175	10.97	389,261
Band 14	29,567.470	10.94	323,468
Band 15	49,538.083	10.93	541,451
Band 17	85,411.845	10.91	931,843
Band 20	175,507.869	10.95	1,921,811
Band 46	166,114.986	10.89	1,808,992
	823,567.049		$ 9,020,033

193

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Franklin Mutual Shares Portfolio - Service Class
Contracts in accumulation period:
Band 2	19,628.212	$ 11.92	$ 233,968
Band 3	851.677	11.89	10,126
Band 4	151,724.628	11.90	1,805,523
Band 5	29,733.308	11.90	353,826
Band 6	2,191,898.918	11.89	26,061,678
Band 7	738,660.863	11.88	8,775,291
Band 8	1,229,968.414	11.87	14,599,725
Band 9	338,483.270	11.87	4,017,796
Band 10	3,512,367.522	11.87	41,691,802
Band 11	443,087.373	11.86	5,255,016
Band 12	145,499.374	11.86	1,725,623
Band 13	1,167,085.612	11.85	13,829,965
Band 14	1,584,358.257	11.85	18,774,645
Band 15	969,861.981	11.84	11,483,166
Band 16	146,037.096	11.83	1,727,619
Band 17	1,062,143.681	11.83	12,565,160
Band 18	4,174.524	11.83	49,385
Band 19	38,202.382	11.82	451,552
Band 20	379,401.448	11.85	4,495,907
Band 21	223,237.734	11.84	2,643,135
Band 26	168,064.502	11.92	2,003,329
Band 27	23,533.052	11.90	280,043
Band 28	24,071.453	11.89	286,210
Band 29	282,945.900	11.88	3,361,397
Band 30	65,138.879	11.86	772,547
Band 31	70,038.889	11.85	829,961
Band 32	741.389	11.82	8,763
Band 33	3,854.605	11.81	45,523
Band 34	332.450	11.79	3,920
Band 38	246,291.721	11.92	2,935,797
Band 41	18,253.663	11.86	216,488
Band 42	11,674.209	11.84	138,223
Band 43	67,823.281	11.83	802,349
Band 44	12,527.562	11.80	147,825
Band 45	41,527.497	11.79	489,609
Band 46	1,251,632.787	11.82	14,794,300
Band 47	139,255.832	11.81	1,644,611
Band 50	1,988.925	11.85	23,569
Band 51	3,769.909	11.83	44,598
Band 52	414.924	11.88	4,929
Band 54	193.966	11.84	2,297
Band 55	9,617.104	11.87	114,155
	16,820,098.773		$ 199,501,351

194

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Franklin Templeton Founding Strategy Portfolio -
Service Class
Contracts in accumulation period:
Band 2	286.974	$ 9.63	$ 2,764
Band 4	715,454.198	9.62	6,882,669
Band 5	65,101.248	9.61	625,623
Band 6	7,707,311.018	9.61	74,067,259
Band 7	630,620.125	9.60	6,053,953
Band 8	3,664,178.474	9.60	35,176,113
Band 9	288,899.923	9.59	2,770,550
Band 10	14,012,615.550	9.59	134,380,983
Band 11	206,683.635	9.59	1,982,096
Band 12	162,775.021	9.58	1,559,385
Band 13	3,338,383.680	9.58	31,981,716
Band 14	5,635,103.382	9.57	53,927,939
Band 15	3,084,069.776	9.57	29,514,548
Band 16	1,133,381.977	9.56	10,835,132
Band 17	3,476,457.823	9.56	33,234,937
Band 18	375.827	9.56	3,593
Band 19	61,986.483	9.55	591,971
Band 20	309,667.214	9.58	2,966,612
Band 21	354,590.252	9.57	3,393,429
Band 26	62,481.712	9.64	602,324
Band 27	23,385.387	9.62	224,967
Band 28	1,719.642	9.61	16,526
Band 29	64,468.823	9.60	618,901
Band 30	118,026.947	9.58	1,130,698
Band 31	33,974.376	9.57	325,135
Band 32	21,238.324	9.55	202,826
Band 34	5,070.961	9.53	48,326
Band 38	3,804,095.133	9.63	36,633,436
Band 41	29,186.765	9.58	279,609
Band 42	218.601	9.57	2,092
Band 43	94,701.083	9.56	905,342
Band 44	3,403.002	9.54	32,465
Band 45	4,388.491	9.53	41,822
Band 46	4,152,264.257	9.55	39,654,124
Band 47	596,214.213	9.54	5,687,884
Band 50	118,674.445	9.58	1,136,901
Band 51	18,665.043	9.56	178,438
Band 52	11,728.035	9.60	112,589
Band 53	11,783.604	9.59	113,005
Band 54	5,126.877	9.57	49,064
Band 55	278,593.221	9.60	2,674,495
	54,307,351.522		$ 520,622,241

195

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Global Real Estate Portfolio - Service Class
Contracts in accumulation period:
Band 2	669.001	$ 12.54	$ 8,389
Band 3	965.993	12.46	12,036
Band 4	107,813.051	12.48	1,345,507
Band 5	35,330.317	12.47	440,569
Band 6	1,270,230.349	12.45	15,814,368
Band 7	734,011.174	12.44	9,131,099
Band 8	1,111,927.754	12.42	13,810,143
Band 9	96,255.823	12.41	1,194,535
Band 10	2,153,513.945	12.40	26,703,573
Band 11	338,634.207	12.39	4,195,678
Band 12	81,622.793	12.38	1,010,490
Band 13	807,123.536	12.37	9,984,118
Band 14	1,134,336.957	12.35	14,009,061
Band 15	604,316.414	12.34	7,457,265
Band 16	99,779.042	12.32	1,229,278
Band 17	1,326,783.217	12.30	16,319,434
Band 18	3,296.806	12.29	40,518
Band 19	74,866.485	12.27	918,612
Band 20	295,272.804	12.36	3,649,572
Band 21	82,833.534	12.33	1,021,337
Band 26	44,958.782	12.55	564,233
Band 27	10,346.918	12.48	129,130
Band 28	4,019.758	12.45	50,046
Band 29	106,325.548	12.44	1,322,690
Band 30	24,008.682	12.38	297,227
Band 31	13,622.113	12.35	168,233
Band 32	69.026	12.29	848
Band 38	86,260.981	11.88	1,024,780
Band 41	53,399.977	12.38	661,092
Band 42	5,586.379	12.34	68,936
Band 43	52,425.396	12.31	645,357
Band 44	546.545	12.23	6,684
Band 45	10,814.283	12.20	131,934
Band 46	867,793.283	12.28	10,656,502
Band 47	85,848.024	12.25	1,051,638
Band 50	2,373.732	11.79	27,986
Band 51	2,754.289	11.74	32,335
Band 52	2,198.996	11.85	26,058
Band 53	1,853.805	11.81	21,893
Band 54	3,288.883	11.75	38,644
Band 55	15,919.568	11.84	188,488
	11,753,998.170		$ 145,410,316

196

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Global Real Estate Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	38,325.267	$ 12.42	$ 476,000
Band 8	1,016.670	12.39	12,597
Band 10	49,057.574	12.36	606,352
Band 11	2,723.488	12.35	33,635
Band 12	2,668.393	12.34	32,928
Band 13	1,736.005	12.33	21,405
Band 14	29,801.914	12.31	366,862
Band 15	18,243.320	12.30	224,393
Band 17	9,077.338	12.27	111,379
Band 20	34,112.562	12.32	420,267
Band 46	35,135.642	12.25	430,412
	221,898.173		$ 2,736,230

197

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Global Resources Portfolio - Service Class
Currently payable annuity contracts	667.598	$ 50.97	$ 34,027
Contracts in accumulation period:
Band 1	10,163.953	52.95	538,181
Band 2	99,347,707	50.97	5,063,753
Band 3	11,031.316	47.66	525,753
Band 4	65,345.579	48.66	3,179,716
Band 5	55,066.925	48.14	2,650,922
Band 6	2,063,889.993	47.29	97,601,358
Band 7	1,693,349.085	46.77	79,197,937
Band 8	1,716,584.233	45.95	78,877,046
Band 9	175,075.412	45.44	7,955,427
Band 10	2,276,793.132	45.01	102,478,459
Band 11	928,031.563	44.58	41,371,647
Band 12	316,831.188	44.15	13,988,097
Band 13	1,449,551.735	43.73	63,388,897
Band 14	2,437,495.441	42.89	104,544,179
Band 15	878,651.843	42.48	37,325,130
Band 16	159,699.051	41.67	6,654,659
Band 17	1,971,707.077	41.27	81,372,351
Band 18	38,971.401	40.87	1,592,761
Band 19	101,513.119	40.09	4,069,661
Band 20	678,531.949	43.31	29,387,219
Band 21	111,002.907	42.07	4,669,892
Band 25	64,124.884	51.96	3,331,929
Band 26	96,377.569	21.31	2,053,806
Band 27	25,884.763	21.14	547,204
Band 28	19,985.544	21.05	420,696
Band 29	369,818.183	21.02	7,773,578
Band 30	74,303.414	20.85	1,549,226
Band 31	43,463.981	20.76	902,312
Band 32	2,045.861	20.60	42,145
Band 33	124.168	20.48	2,543
Band 34	868.470	20.40	17,717
Band 38	86,894.551	15.19	1,319,928
Band 41	53,109.082	20.85	1,107,324
Band 42	13,996.033	20.74	290,278
Band 43	83,272.662	20.65	1,719,580
Band 44	395.476	20.45	8,087
Band 45	22,097.128	20.37	450,118
Band 46	1,521,335.135	21.61	32,876,052
Band 47	303,654.064	21.51	6,531,599
Band 50	13,944.765	15.03	209,590
Band 51	7,809.562	14.96	116,831
Band 52	5,187.983	15.11	78,390
Band 53	942.618	15.05	14,186
Band 54	7,928.716	14.98	118,772
Band 55	12,631.380	15.09	190,608
	20,069,498.199		$ 828,139,571

198

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Global Resources Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	303,919.914	$ 32.84	$ 9,980,730
Band 7	792.592	32.75	25,957
Band 10	179,667.765	32.40	5,821,236
Band 11	2,710.715	32.32	87,610
Band 12	46,980.624	32.23	1,514,186
Band 13	1,137.802	21.79	24,793
Band 14	75,762.994	22.12	1,675,877
Band 15	174,725.141	22.07	3,856,184
Band 17	87,965.381	21.95	1,930,840
Band 20	393,708.403	32.06	12,622,291
Band 46	168,841.850	21.52	3,633,477
	1,436,213.181		$ 41,173,181

199

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Global Technology Portfolio - Service Class
Contracts in accumulation period:
Band 2	14,985.032	$ 8.54	$ 127,972
Band 4	72,063.524	8.40	605,334
Band 5	23,943.114	8.37	200,404
Band 6	1,723,582.050	8.32	14,340,203
Band 7	1,535,170.853	8.29	12,726,566
Band 8	943,568.753	8.23	7,765,571
Band 9	129,200.166	8.20	1,059,441
Band 10	1,900,162.142	8.18	15,543,326
Band 11	749,506.829	8.15	6,108,481
Band 12	318,940.897	8.12	2,589,800
Band 13	1,578,371.357	8.09	12,769,024
Band 14	2,256,524.114	8.04	18,142,454
Band 15	632,937.194	8.01	5,069,827
Band 16	152,170.753	7.96	1,211,279
Band 17	1,413,657.634	7.93	11,210,305
Band 18	83,485.858	7.90	659,538
Band 19	161,093.224	7.85	1,264,582
Band 20	610,746.478	8.07	4,928,724
Band 21	169,342.554	7.98	1,351,354
Band 25	15,233.377	8.60	131,007
Band 26	13,360.803	13.47	179,970
Band 27	1,953.259	13.36	26,096
Band 28	1,254.211	13.30	16,681
Band 29	180,007.059	13.29	2,392,294
Band 30	10,031.449	13.18	132,214
Band 31	4,026.460	13.12	52,827
Band 38	38,954.971	12.15	473,303
Band 41	25,711.969	13.18	338,884
Band 42	2,030.245	13.11	26,617
Band 43	12,395.205	13.05	161,757
Band 45	17,765.306	12.87	228,639
Band 46	522,005.781	11.65	6,081,367
Band 47	137,912.570	11.59	1,598,407
Band 50	313.878	12.13	3,807
Band 51	1,412.131	12.07	17,044
Band 52	1,634.792	12.19	19,928
Band 53	214.135	12.15	2,602
Band 55	1,218.433	12.18	14,841
	15,456,888.560		$ 129,572,470

200

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Global Technology Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	106,887.676	$ 18.50	$ 1,977,422
Band 10	61,079.861	18.25	1,114,707
Band 11	345.813	18.20	6,294
Band 12	20,908.565	18.15	379,490
Band 14	8,576.781	12.84	110,126
Band 15	63,335.807	12.81	811,332
Band 17	16,095.357	12.74	205,055
Band 20	126,035.079	18.06	2,276,194
Band 46	35,883.903	11.60	416,253
	439,148.842		$ 7,296,873
ING International Growth Opportunities Portfolio -
Service Class
Contracts in accumulation period:
Band 2	5,627.633	$ 16.91	$ 95,163
Band 3	1,261.704	16.22	20,465
Band 4	7,497.140	16.42	123,103
Band 5	46,472.037	16.32	758,424
Band 6	1,563,388.435	16.01	25,029,849
Band 7	1,180,884.250	16.03	18,929,575
Band 8	737,699.691	15.84	11,685,163
Band 9	288,258.510	15.75	4,540,072
Band 10	322,016.363	15.65	5,039,556
Band 11	1,900,961.883	15.56	29,578,967
Band 12	220,094.184	15.47	3,404,857
Band 13	800,773.101	15.38	12,315,890
Band 14	1,185,389.485	15.19	18,006,066
Band 15	22,034.337	15.10	332,718
Band 16	16,068.596	14.92	239,743
Band 17	271,480.775	14.83	4,026,060
Band 18	23,789.231	14.74	350,653
Band 19	39,023.479	14.57	568,572
Band 20	355,952.094	15.28	5,438,948
Band 21	72,993.859	15.01	1,095,638
Band 25	21,730.567	17.11	371,810
Band 46	22,524.021	15.40	346,870
Band 47	6,766.792	15.33	103,735
	9,112,688.167		$ 142,401,897

201

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING International Growth Opportunities Portfolio -
Service 2 Class
Contracts in accumulation period:
Band 6	98,140.766	$ 21.76	$ 2,135,543
Band 8	580.117	21.58	12,519
Band 10	53,685.524	21.47	1,152,628
Band 12	89,360.553	21.35	1,907,848
Band 14	13,351.165	17.04	227,504
Band 15	7,560.005	17.01	128,596
Band 17	33,396.459	16.91	564,734
Band 20	211,000.550	21.24	4,481,652
Band 46	13,872.384	15.33	212,664
	520,947.523		$ 10,823,688

202

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Janus Contrarian Portfolio - Service Class
Contracts in accumulation period:
Band 2	29,339.286	$ 17.67	$ 518,425
Band 3	3,434.526	17.22	59,143
Band 4	153,250.290	17.35	2,658,893
Band 5	316,278.135	17.28	5,465,286
Band 6	5,272,666.798	17.16	90,478,962
Band 7	5,272,576.873	17.10	90,161,065
Band 8	3,126,657.115	16.97	53,059,371
Band 9	662,854.325	16.91	11,208,867
Band 10	5,642,272.399	16.85	95,072,290
Band 11	2,737,682.800	16.78	45,938,317
Band 12	1,262,148.605	16.72	21,103,125
Band 13	4,291,190.748	16.66	71,491,238
Band 14	6,992,348.524	16.54	115,653,445
Band 15	1,338,902.234	16.48	22,065,109
Band 16	381,898.834	16.36	6,247,865
Band 17	3,690,992.594	16.29	60,126,269
Band 18	139,208.559	16.23	2,259,355
Band 19	385,067.336	16.11	6,203,435
Band 20	1,934,522.241	16.60	32,113,069
Band 21	351,417.283	16.42	5,770,272
Band 25	58,488.904	17.80	1,041,102
Band 26	99,302.942	19.24	1,910,589
Band 27	61,494.957	19.03	1,170,249
Band 28	12,732.911	18.92	240,907
Band 29	234,885.768	18.89	4,436,992
Band 30	63,575.058	18.68	1,187,582
Band 31	63,929.640	18.57	1,187,173
Band 34	589.231	18.14	10,689
Band 38	140,768.317	14.43	2,031,287
Band 41	18,707.171	18.68	349,450
Band 42	13,224.299	18.54	245,179
Band 43	107,097.950	18.44	1,974,886
Band 44	1,329.189	18.20	24,191
Band 45	19,017.903	17.85	339,470
Band 46	1,520,429.375	16.49	25,071,880
Band 47	320,899.118	16.41	5,265,955
Band 50	26,797.826	14.23	381,333
Band 51	4,135.851	14.17	58,605
Band 52	2,546.929	14.31	36,447
Band 54	489.626	14.19	6,948
Band 55	6,384.027	14.29	91,228
	46,761,536.497		$ 784,715,943

203

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Janus Contrarian Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	226,996.950	$ 27.00	$ 6,128,918
Band 7	1,645.500	26.93	44,313
Band 10	245,964.436	26.64	6,552,493
Band 11	2,036.890	26.57	54,120
Band 12	99,107.687	26.50	2,626,354
Band 13	5,202.601	16.62	86,467
Band 14	77,763.849	18.32	1,424,634
Band 15	238,372.335	18.28	4,357,446
Band 17	119,470.990	18.18	2,171,983
Band 20	442,029.283	26.36	11,651,892
Band 46	263,020.738	16.42	4,318,801
	1,721,611.259		$ 39,417,421
ING JPMorgan Emerging Markets Equity Portfolio -
Adviser Class
Contracts in accumulation period:
Band 6	283,506.555	$ 39.30	$ 11,141,808
Band 7	7,169.493	39.19	280,972
Band 8	279.330	38.98	10,888
Band 10	188,114.964	38.77	7,293,217
Band 11	5,734.646	38.67	221,759
Band 12	43,313.122	38.57	1,670,587
Band 13	7,629.770	25.43	194,025
Band 14	81,824.599	26.49	2,167,534
Band 15	260,596.055	26.43	6,887,554
Band 17	64,376.659	26.28	1,691,819
Band 20	303,508.180	38.36	11,642,574
Band 46	183,745.537	25.11	4,613,850
	1,429,798.910		$ 47,816,587

204

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING JPMorgan Emerging Markets Equity Portfolio -
Service Class
Currently payable annuity contracts	578.253	$ 26.46	$ 15,303
Contracts in accumulation period:
Band 1	7,751.025	27.00	209,278
Band 2	179,551.994	26.46	4,750,946
Band 3	12,911.560	25.55	329,890
Band 4	204,971.115	25.82	5,292,354
Band 5	155,298.961	25.69	3,989,630
Band 6	4,448,144.107	25.43	113,116,305
Band 7	3,353,331.696	25.31	84,872,825
Band 8	3,247,568.794	25.05	81,351,598
Band 9	448,152.077	24.93	11,172,431
Band 10	3,807,283.760	24.80	94,420,637
Band 11	1,692,940.432	24.68	41,781,770
Band 12	501,622.278	24.56	12,319,843
Band 13	2,898,043.782	24.43	70,799,210
Band 14	4,099,712.079	24.19	99,172,035
Band 15	1,761,542.266	24.07	42,400,322
Band 16	304,350.019	23.83	7,252,661
Band 17	3,562,995.630	23.71	84,478,626
Band 18	57,010.663	23.59	1,344,882
Band 19	244,587.110	23.35	5,711,109
Band 20	1,257,355.026	24.31	30,566,301
Band 21	151,276.492	23.95	3,623,072
Band 25	32,359.456	26.73	864,968
Band 26	135,439.139	25.41	3,441,509
Band 27	19,012.694	25.20	479,120
Band 28	33,485.429	25.10	840,484
Band 29	306,048.898	25.06	7,669,585
Band 30	79,600.834	24.86	1,978,877
Band 31	50,695.129	24.75	1,254,704
Band 32	1,158.423	24.56	28,451
Band 33	123.193	24.42	3,008
Band 34	1,419.438	24.32	34,521
Band 38	111,164.211	18.22	2,025,412
Band 41	76,881.453	24.86	1,911,273
Band 42	9,449.228	24.73	233,679
Band 43	101,163.219	24.62	2,490,638
Band 44	861.045	24.38	20,992
Band 45	16,513.936	24.28	400,958
Band 46	1,493,563.748	25.23	37,682,613
Band 47	262,409.089	25.12	6,591,716
Band 50	18,432.550	18.10	333,629
Band 51	2,799.218	18.01	50,414
Band 52	374.361	18.19	6,810
Band 53	2,659.687	18.12	48,194
Band 54	3,440.509	18.04	62,067
Band 55	1,260.509	18.17	22,903
	35,157,294.625		$ 867,447,553

205

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING JPMorgan Small Cap Core Equity Portfolio -
Service Class
Contracts in accumulation period:
Band 1	668.551	$ 15.20	$ 10,162
Band 2	5,969.064	15.03	89,715
Band 3	2,812.724	14.73	41,431
Band 4	99,453.640	14.82	1,473,903
Band 5	41,320.760	14.77	610,308
Band 6	1,945,337.233	14.69	28,577,004
Band 7	1,611,100.522	14.65	23,602,623
Band 8	903,331.614	14.56	13,152,508
Band 9	243,395.209	14.52	3,534,098
Band 10	2,356,998.631	14.48	34,129,340
Band 11	508,207.199	14.44	7,338,512
Band 12	234,078.615	14.40	3,370,732
Band 13	1,367,669.267	14.36	19,639,731
Band 14	1,837,315.528	14.27	26,218,493
Band 15	810,007.398	14.23	11,526,405
Band 16	106,543.668	14.15	1,507,593
Band 17	1,346,685.558	14.11	19,001,733
Band 18	25,835.504	14.07	363,506
Band 19	113,397.342	13.99	1,586,429
Band 20	643,923.233	14.31	9,214,541
Band 21	152,836.710	14.19	2,168,753
Band 25	38,717.370	15.12	585,407
Band 26	113,965.768	15.07	1,717,464
Band 27	38,065.298	14.82	564,128
Band 28	11,325.097	14.69	166,366
Band 29	149,474.580	14.65	2,189,803
Band 30	50,963.979	14.40	733,881
Band 31	67,737.406	14.27	966,613
Band 32	230.799	14.03	3,238
Band 33	1,589.138	13.87	22,041
Band 34	894.762	13.75	12,303
Band 38	67,019.928	10.89	729,847
Band 41	32,022.034	15.37	492,179
Band 42	31,860.623	15.24	485,556
Band 43	120,218.005	15.14	1,820,101
Band 44	17,795.518	13.10	233,121
Band 45	7,753.824	12.85	99,637
Band 46	1,456,999.835	11.38	16,580,658
Band 47	152,983.600	11.32	1,731,774
Band 51	6,340.584	10.76	68,225
Band 54	921.705	10.77	9,927
Band 55	3,924.258	10.85	42,578
	16,727,692.081		$ 236,412,367

206

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING JPMorgan Small Cap Core Equity Portfolio -
Service 2 Class
Contracts in accumulation period:
Band 6	592,340.056	$ 17.62	$ 10,437,032
Band 7	933.185	17.57	16,396
Band 10	465,685.038	17.38	8,093,606
Band 11	21,057.547	17.33	364,927
Band 12	138,199.003	17.29	2,389,461
Band 13	5,492.483	11.46	62,944
Band 14	130,466.927	13.35	1,741,733
Band 15	382,367.418	13.32	5,093,134
Band 17	258,145.502	13.24	3,417,846
Band 20	860,300.063	17.20	14,797,161
Band 46	402,297.295	11.31	4,549,982
	3,257,284.517		$ 50,964,222

207

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING JPMorgan Value Opportunities Portfolio - Service
Class
Contracts in accumulation period:
Band 2	748.876	$ 12.40	$ 9,286
Band 4	96,624.803	12.32	1,190,418
Band 5	1,115.400	12.30	13,719
Band 6	181,685.395	12.27	2,229,280
Band 7	134,237.687	12.25	1,644,412
Band 8	124,868.044	12.22	1,525,887
Band 9	223,270.310	12.20	2,723,898
Band 10	218,600.489	12.19	2,664,740
Band 11	43,599.131	12.17	530,601
Band 12	2,532.279	12.15	30,767
Band 13	136,514.489	12.14	1,657,286
Band 14	145,633.167	12.11	1,763,618
Band 15	221,742.293	12.09	2,680,864
Band 16	4,363.495	12.06	52,624
Band 17	128,682.009	12.04	1,549,331
Band 18	201.725	12.02	2,425
Band 19	12,894.291	11.99	154,603
Band 20	27,830.515	12.12	337,306
Band 21	75,345.024	12.07	909,414
Band 26	269,279.180	12.42	3,344,447
Band 27	156,707.697	12.32	1,930,639
Band 28	42,279.698	12.27	518,772
Band 29	396,135.355	12.25	4,852,658
Band 30	328,219.053	12.15	3,987,861
Band 31	158,013.615	12.10	1,911,965
Band 32	4,086.972	12.01	49,085
Band 33	3,675.482	11.94	43,885
Band 34	6,631.685	11.90	78,917
Band 41	32,895.920	12.16	400,014
Band 42	10,077.567	12.09	121,838
Band 43	72,696.453	12.04	875,265
Band 44	2,260.951	11.92	26,951
Band 45	9,626.344	11.88	114,361
Band 46	105,034.036	12.01	1,261,459
Band 47	19,509.344	11.96	233,332
Band 51	4,592.051	11.27	51,752
	3,402,210.825		$ 41,473,680

208

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING JPMorgan Value Opportunities Portfolio - Service
2 Class
Contracts in accumulation period:
Band 6	28,869.243	$ 12.23	$ 353,071
Band 10	35,746.195	12.15	434,316
Band 12	1,652.097	12.12	20,023
Band 14	10,613.820	12.07	128,109
Band 15	29,262.393	12.05	352,612
Band 17	966.072	12.00	11,593
Band 20	18,536.759	12.08	223,924
Band 46	12,555.925	11.97	150,294
	138,202.504		$ 1,673,942

209

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Julius Baer Foreign Portfolio - Service Class
Contracts in accumulation period:
Band 1	1,083.156	$ 21.30	$ 23,071
Band 2	40,185.107	21.06	846,298
Band 4	216,172.978	20.76	4,487,751
Band 5	112,237.865	20.70	2,323,324
Band 6	5,689,657.207	20.58	117,093,145
Band 7	3,167,587.987	20.52	64,998,905
Band 8	3,080,974.406	20.41	62,882,688
Band 9	476,481.965	20.35	9,696,408
Band 10	7,545,354.482	20.29	153,095,242
Band 11	1,469,233.840	20.23	29,722,601
Band 12	550,366.289	20.17	11,100,888
Band 13	3,196,050.527	20.11	64,272,576
Band 14	5,697,683.738	20.00	113,953,675
Band 15	2,195,699.355	19.94	43,782,245
Band 16	344,294.298	19.83	6,827,356
Band 17	4,055,520.842	19.77	80,177,647
Band 18	99,565.634	19.71	1,962,439
Band 19	294,411.628	19.60	5,770,468
Band 20	1,710,600.485	20.06	34,314,646
Band 21	354,416.395	19.88	7,045,798
Band 25	72,977.106	21.18	1,545,655
Band 26	359,311.497	21.12	7,588,659
Band 27	79,175.138	20.76	1,643,676
Band 28	63,529.006	20.58	1,307,427
Band 29	674,541.644	20.52	13,841,595
Band 30	100,240.295	20.17	2,021,847
Band 31	77,443.539	20.00	1,548,871
Band 32	2,527.508	19.66	49,691
Band 33	705.800	19.44	13,721
Band 34	5,120.564	19.27	98,673
Band 38	260,613.287	14.07	3,666,829
Band 41	68,904.638	22.32	1,537,952
Band 42	19,314.106	22.12	427,228
Band 43	150,443.634	21.98	3,306,751
Band 44	10,244.554	18.67	191,266
Band 45	25,213.907	18.35	462,675
Band 46	2,680,925.711	17.01	45,602,546
Band 47	479,202.830	16.93	8,112,904
Band 50	37,202.675	13.95	518,977
Band 51	12,066.719	13.89	167,607
Band 52	5,139.148	14.03	72,102
Band 53	2,317.185	13.97	32,371
Band 54	11,348.070	13.91	157,852
Band 55	13,359.113	14.01	187,161
	45,509,445.858		$ 908,481,207

210

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Julius Baer Foreign Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	617,994.933	$ 24.21	$ 14,961,657
Band 7	13,264.555	24.15	320,339
Band 10	566,702.004	23.89	13,538,511
Band 11	8,961.002	23.82	213,451
Band 12	102,404.480	23.76	2,433,130
Band 13	5,864.340	17.13	100,456
Band 14	137,492.334	18.73	2,575,231
Band 15	478,190.272	18.69	8,937,376
Band 17	186,014.980	18.58	3,456,158
Band 20	776,064.273	23.63	18,338,399
Band 46	554,353.036	16.92	9,379,653
	3,447,306.209		$ 74,254,361

211

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Legg Mason Value Portfolio - Service Class
Contracts in accumulation period:
Band 2	14,269.766	$ 10.02	$ 142,983
Band 4	204,064.352	9.84	2,007,993
Band 5	240,274.785	9.80	2,354,693
Band 6	3,950,267.443	9.73	38,436,102
Band 7	3,749,268.879	9.69	36,330,415
Band 8	2,131,794.614	9.62	20,507,864
Band 9	665,654.532	9.59	6,383,627
Band 10	4,493,327.581	9.55	42,911,278
Band 11	1,521,767.179	9.52	14,487,224
Band 12	1,184,397.956	9.48	11,228,093
Band 13	3,557,193.031	9.45	33,615,474
Band 14	4,332,098.923	9.38	40,635,088
Band 15	1,585,841.474	9.34	14,811,759
Band 16	238,287.727	9.27	2,208,927
Band 17	3,196,569.123	9.24	29,536,299
Band 18	86,717.222	9.20	797,798
Band 19	223,650.416	9.14	2,044,165
Band 20	1,915,349.111	9.41	18,023,435
Band 21	422,445.506	9.31	3,932,968
Band 25	39,687.764	10.09	400,450
Band 26	387,497.507	10.05	3,894,350
Band 27	79,428.286	9.83	780,780
Band 28	50,273.608	9.73	489,162
Band 29	347,853.609	9.69	3,370,701
Band 30	106,873.542	9.48	1,013,161
Band 31	78,577.382	9.37	736,270
Band 32	3,844.831	9.18	35,296
Band 33	1,305.764	9.04	11,804
Band 34	3,108.758	8.94	27,792
Band 35	26,022.699	11.40	296,659
Band 36	8,072.009	11.33	91,456
Band 37	3,881.677	9.94	38,584
Band 38	39,642.559	11.32	448,754
Band 40	1,514.031	11.21	16,972
Band 41	81,340.722	12.18	990,730
Band 42	30,860.704	12.07	372,489
Band 43	105,912.080	11.99	1,269,886
Band 44	4,507.509	11.04	49,763
Band 45	24,216.011	10.91	264,197
Band 46	1,549,485.771	10.21	15,820,250
Band 47	182,110.493	10.17	1,852,064
Band 50	80.008	10.49	839
Band 51	2,530.284	10.44	26,416
Band 52	461.715	10.55	4,871
Band 54	4,051.367	10.46	42,377
	36,876,380.310		$ 352,742,258

212

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Legg Mason Value Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	401,115.805	$ 13.31	$ 5,338,851
Band 7	16,064.783	13.27	213,180
Band 10	352,930.739	13.13	4,633,981
Band 11	1,644.206	13.09	21,523
Band 12	108,395.351	13.06	1,415,643
Band 14	82,332.617	11.13	916,362
Band 15	257,420.976	11.11	2,859,947
Band 17	138,310.125	11.05	1,528,327
Band 20	414,828.440	12.99	5,388,621
Band 46	304,888.023	10.17	3,100,711
	2,077,931.065		$ 25,417,146

213

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING LifeStyle Aggressive Growth Portfolio - Service
Class
Contracts in accumulation period:
Band 2	822.676	$ 14.40	$ 11,847
Band 4	340,177.508	14.27	4,854,333
Band 5	41,940.946	14.25	597,658
Band 6	12,260,729.160	14.19	173,979,747
Band 7	4,513,809.385	14.17	63,960,679
Band 8	11,009,777.910	14.11	155,347,966
Band 9	1,029,388.537	14.09	14,504,084
Band 10	12,114,612.400	14.06	170,331,450
Band 11	2,622,305.961	14.03	36,790,953
Band 12	306,021.996	14.01	4,287,368
Band 13	7,233,935.465	13.98	101,130,418
Band 14	7,825,322.930	13.93	109,006,748
Band 15	7,665,131.529	13.90	106,545,328
Band 16	627,456.630	13.85	8,690,274
Band 17	14,410,487.870	13.83	199,297,047
Band 18	20,572.725	13.80	283,904
Band 19	837,978.148	13.75	11,522,200
Band 20	2,990,049.130	13.96	41,741,086
Band 21	605,101.650	13.88	8,398,811
Band 26	233,874.938	14.43	3,374,815
Band 27	60,884.519	14.27	868,822
Band 28	23,428.898	14.19	332,456
Band 29	159,669.278	14.16	2,260,917
Band 30	103,823.472	14.01	1,454,567
Band 31	122,962.005	13.93	1,712,861
Band 32	991.398	13.78	13,661
Band 38	132,937.242	11.73	1,559,354
Band 41	65,298.079	14.01	914,826
Band 42	4,784.673	13.91	66,555
Band 43	566,556.447	13.83	7,835,476
Band 44	3,002.158	13.65	40,979
Band 45	68,457.805	13.57	928,972
Band 46	6,272,629.203	12.64	79,286,033
Band 47	994,684.523	12.58	12,513,131
Band 50	79,282.410	11.64	922,847
Band 51	3,321.819	11.58	38,467
Band 55	60,347.670	11.68	704,861
	95,412,559.093		$ 1,326,111,501

214

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING LifeStyle Aggressive Growth Portfolio - Service 2
Class
Contracts in accumulation period:
Band 6	56,381.122	$ 14.32	$ 807,378
Band 10	59,889.249	14.23	852,224
Band 12	9,232.643	14.19	131,011
Band 14	2,263.008	14.13	31,976
Band 15	28,303.547	14.11	399,363
Band 20	138,723.176	14.15	1,962,933
Band 46	10,253.418	14.02	143,753
	305,046.163		$ 4,328,638

215

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING LifeStyle Growth Portfolio - Service Class
Contracts in accumulation period:
Band 2	37,475.325	$ 13.89	$ 520,532
Band 4	1,999,547.778	13.76	27,513,777
Band 5	123,388.679	13.74	1,695,360
Band 6	40,143,828.780	13.69	549,569,016
Band 7	8,575,602.214	13.66	117,142,726
Band 8	26,421,956.380	13.61	359,602,826
Band 9	3,905,169.104	13.58	53,032,196
Band 10	50,419,540.040	13.56	683,688,963
Band 11	3,774,337.503	13.53	51,066,786
Band 12	1,113,289.324	13.51	15,040,539
Band 13	19,424,867.040	13.48	261,847,208
Band 14	28,318,924.070	13.43	380,323,150
Band 15	23,590,821.270	13.41	316,352,913
Band 16	2,820,775.233	13.36	37,685,557
Band 17	30,062,816.730	13.33	400,737,347
Band 18	27,044.884	13.31	359,967
Band 19	1,509,305.091	13.26	20,013,386
Band 20	9,174,446.381	13.46	123,488,048
Band 21	2,076,562.108	13.38	27,784,401
Band 26	815,264.195	13.92	11,348,478
Band 27	260,124.328	13.76	3,579,311
Band 28	63,522.827	13.68	868,992
Band 29	894,383.243	13.66	12,217,275
Band 30	516,723.597	13.51	6,980,936
Band 31	179,939.310	13.43	2,416,585
Band 32	43,049.501	13.29	572,128
Band 34	11,665.072	13.11	152,929
Band 38	2,605,594.092	11.60	30,224,891
Band 41	747,650.815	13.51	10,100,763
Band 42	116,044.793	13.41	1,556,161
Band 43	1,386,796.720	13.34	18,499,868
Band 44	31,672.701	13.16	416,813
Band 45	95,277.866	13.08	1,246,234
Band 46	24,336,218.020	12.27	298,605,395
Band 47	3,368,262.152	12.21	41,126,481
Band 50	258,261.686	11.50	2,970,009
Band 51	17,540.794	11.44	200,667
Band 52	10,085.725	11.56	116,591
Band 53	4,043.563	11.51	46,541
Band 55	320,173.542	11.54	3,694,803
	289,601,992.476		$ 3,874,406,549

216

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING LifeStyle Growth Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	190,938.791	$ 13.76	$ 2,627,318
Band 10	250,136.316	13.66	3,416,862
Band 11	1,182.958	13.65	16,147
Band 12	44,492.828	13.63	606,437
Band 13	3,978.639	13.61	54,149
Band 14	35,039.596	13.57	475,487
Band 15	108,304.990	13.55	1,467,533
Band 17	417.452	13.50	5,636
Band 20	66,768.712	13.59	907,387
Band 46	201,346.526	13.46	2,710,124
	902,606.808		$ 12,287,080

217

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING LifeStyle Moderate Growth Portfolio - Service
Class
Contracts in accumulation period:
Band 2	64,671.190	$ 13.40	$ 866,594
Band 4	2,621,593.120	13.28	34,814,757
Band 5	89,215.386	13.25	1,182,104
Band 6	30,295,698.140	13.20	399,903,215
Band 7	7,940,907.656	13.18	104,661,163
Band 8	19,138,655.000	13.13	251,290,540
Band 9	5,923,276.660	13.10	77,594,924
Band 10	40,346,617.410	13.08	527,733,756
Band 11	4,603,006.942	13.06	60,115,271
Band 12	776,838.245	13.03	10,122,202
Band 13	12,359,993.760	13.01	160,803,519
Band 14	21,691,449.330	12.96	281,121,183
Band 15	16,550,186.490	12.93	213,993,911
Band 16	1,909,241.648	12.89	24,610,125
Band 17	23,076,027.690	12.86	296,757,716
Band 18	60,610.121	12.84	778,234
Band 19	1,123,143.778	12.79	14,365,009
Band 20	6,451,809.700	12.98	83,744,490
Band 21	2,754,728.669	12.91	35,563,547
Band 26	881,404.336	13.42	11,828,446
Band 27	420,359.495	13.28	5,582,374
Band 28	103,635.439	13.20	1,367,988
Band 29	1,642,956.548	13.18	21,654,167
Band 30	703,854.580	13.03	9,171,225
Band 31	308,611.208	12.96	3,999,601
Band 32	16,658.754	12.82	213,565
Band 33	9,819.645	12.72	124,906
Band 34	22,588.158	12.65	285,740
Band 38	2,233,389.040	11.52	25,728,642
Band 41	479,032.131	13.03	6,241,789
Band 42	124,047.622	12.94	1,605,176
Band 43	2,070,261.406	12.87	26,644,264
Band 44	73,825.846	12.69	936,850
Band 45	413,584.484	12.62	5,219,436
Band 46	17,876,279.920	11.96	213,800,308
Band 47	3,006,196.647	11.91	35,803,802
Band 50	105,213.515	11.42	1,201,538
Band 51	60,025.460	11.37	682,489
Band 52	17,907.098	11.48	205,573
Band 53	6,349.517	11.44	72,638
Band 55	163,090.800	11.46	1,869,021
	228,516,762.584		$ 2,954,261,798

218

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING LifeStyle Moderate Growth Portfolio - Service 2
Class
Contracts in accumulation period:
Band 6	322,179.828	$ 13.22	$ 4,259,217
Band 7	10,656.280	13.20	140,663
Band 8	10,818.947	13.16	142,377
Band 10	175,647.347	13.13	2,306,250
Band 11	7,155.074	13.11	93,803
Band 12	35,545.594	13.09	465,292
Band 13	5,691.190	13.07	74,384
Band 14	55,573.530	13.04	724,679
Band 15	152,383.956	13.02	1,984,039
Band 17	29,710.365	12.97	385,343
Band 20	201,147.535	13.06	2,626,987
Band 46	240,229.049	12.93	3,106,162
	1,246,738.695		$ 16,309,196

219

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING LifeStyle Moderate Portfolio - Service Class
Contracts in accumulation period:
Band 2	18,351.992	$ 12.98	$ 238,209
Band 4	1,167,412.745	12.86	15,012,928
Band 5	145,306.503	12.84	1,865,735
Band 6	12,817,920.100	12.79	163,941,198
Band 7	4,402,204.118	12.77	56,216,147
Band 8	7,470,780.947	12.72	95,028,334
Band 9	3,353,881.125	12.70	42,594,290
Band 10	14,539,993.970	12.67	184,221,724
Band 11	3,058,723.387	12.65	38,692,851
Band 12	723,479.093	12.63	9,137,541
Band 13	6,697,727.662	12.60	84,391,369
Band 14	9,762,823.236	12.56	122,621,060
Band 15	6,211,665.004	12.53	77,832,163
Band 16	1,128,000.427	12.49	14,088,725
Band 17	10,379,874.240	12.46	129,333,233
Band 18	58,172.506	12.44	723,666
Band 19	593,359.915	12.39	7,351,729
Band 20	3,030,694.484	12.58	38,126,137
Band 21	1,509,103.784	12.51	18,878,888
Band 26	639,631.194	13.01	8,321,602
Band 27	260,417.629	12.86	3,348,971
Band 28	75,935.876	12.79	971,220
Band 29	1,031,251.356	12.77	13,169,080
Band 30	680,817.139	12.62	8,591,912
Band 31	177,203.794	12.55	2,223,908
Band 32	13,385.991	12.42	166,254
Band 33	19,217.168	12.33	236,948
Band 34	23,406.883	12.26	286,968
Band 38	1,187,400.112	11.39	13,524,487
Band 41	261,374.481	12.63	3,301,160
Band 42	232,409.630	12.53	2,912,093
Band 43	1,648,973.892	12.47	20,562,704
Band 44	14,671.815	12.30	180,463
Band 45	157,757.177	12.23	1,929,370
Band 46	7,669,266.322	11.69	89,653,723
Band 47	1,675,319.550	11.63	19,483,966
Band 51	59,151.569	11.24	664,864
Band 52	1,343.470	11.35	15,248
Band 53	19,059.767	11.31	215,566
Band 55	60,388.738	11.33	684,204
	102,977,858.791		$ 1,290,740,638

220

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING LifeStyle Moderate Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	171,399.991	$ 12.77	$ 2,188,778
Band 10	141,908.931	12.68	1,799,405
Band 12	180,154.417	12.65	2,278,953
Band 14	21,163.153	12.60	266,656
Band 15	146,318.347	12.58	1,840,685
Band 17	37,859.049	12.53	474,374
Band 20	207,253.513	12.61	2,613,467
Band 46	171,939.315	12.49	2,147,522
	1,077,996.716		$ 13,609,840
ING Limited Maturity Bond Portfolio - Service Class
Currently payable annuity contracts	1,167.647	$23.54 to $24.46	$ 27,526
Contracts in accumulation period:
Band 1	6,322.403	24.46	154,646
Band 2	296,207.919	23.54	6,972,734
Band 3	992.124	22.02	21,847
Band 4	86,065.192	22.50	1,936,467
Band 5	99,687.105	22.22	2,215,047
Band 6	1,366,149.455	21.86	29,864,027
Band 7	1,372,590.208	21.59	29,634,223
Band 8	729,940.046	21.24	15,503,927
Band 9	202,754.301	20.97	4,251,758
Band 10	360,310.453	20.77	7,483,648
Band 11	1,296,604.684	20.61	26,723,023
Band 12	290,851.773	20.38	5,927,559
Band 13	957,758.728	20.18	19,327,571
Band 14	809,330.997	19.80	16,024,754
Band 16	17,224.285	19.27	331,912
Band 17	127,365.507	19.08	2,430,134
Band 18	11,228.263	18.90	212,214
Band 19	42,106.687	18.53	780,237
Band 20	191,897.483	20.02	3,841,788
Band 21	67,351.977	19.45	1,309,996
Band 24	166.859	25.92	4,325
Band 25	52,471.556	24.02	1,260,367
Band 49	25,283.468	10.17	257,133
	8,411,829.120		$ 176,496,863

221

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Liquid Assets Portfolio - Service Class
Currently payable annuity contracts	322.257	$ 18.27	$ 5,889
Contracts in accumulation period:
Band 1	54,109.626	18.98	1,027,001
Band 2	314,036.974	18.27	5,737,456
Band 3	9,423.342	17.09	161,045
Band 4	1,041,103.177	17.45	18,167,250
Band 5	381,974.373	17.20	6,569,959
Band 6	6,935,088.551	16.95	117,549,751
Band 7	6,145,442.584	16.72	102,751,800
Band 8	5,008,409.101	16.47	82,488,498
Band 9	1,306,312.725	16.24	21,214,519
Band 10	5,984,812.610	16.09	96,295,635
Band 11	4,420,567.369	15.98	70,640,667
Band 12	811,220.452	15.78	12,801,059
Band 13	6,861,179.469	15.63	107,240,235
Band 14	6,659,336.293	15.33	102,087,625
Band 15	1,844,856.040	15.23	28,097,157
Band 16	463,672.982	14.94	6,927,274
Band 17	4,722,109.666	14.80	69,887,223
Band 18	71,103.298	14.65	1,041,663
Band 19	185,711.971	14.37	2,668,681
Band 20	1,246,197.175	15.53	19,353,442
Band 21	355,540.850	15.09	5,365,111
Band 25	41,825.079	18.63	779,201
Band 26	818,124.805	18.45	15,094,403
Band 27	267,135.946	17.42	4,653,508
Band 28	62,353.262	16.92	1,055,017
Band 29	1,775,552.944	16.76	29,758,267
Band 30	950,438.274	15.82	15,035,933
Band 31	517,187.193	15.37	7,949,167
Band 32	25,342.217	14.54	368,476
Band 33	9,027.552	13.99	126,295
Band 34	4,300.945	13.59	58,450
Band 35	298,024.416	19.17	5,713,128
Band 36	64,781.334	18.45	1,195,216
Band 37	19,581.680	17.93	351,100
Band 38	2,670,718.083	10.93	29,190,949
Band 39	123,786.124	10.83	1,340,604
Band 40	67,486.039	10.76	726,150
Band 41	142,318.026	10.58	1,505,725
Band 42	46,625.685	10.49	489,103
Band 43	346,094.330	10.42	3,606,303
Band 44	7,734.319	10.38	80,282
Band 45	99,953.121	10.32	1,031,516
Band 46	2,578,058.186	10.56	27,224,294
Band 47	801,582.969	10.51	8,424,637
Band 49	1,435,365.698	10.62	15,243,584
Band 51	10,643.572	10.43	111,012
Band 52	16,001.312	10.53	168,494
Band 55	73,162.076	10.52	769,665
	68,095,736.172		$ 1,050,129,419

222

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Liquid Assets Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	594,191.270	$ 10.61	$ 6,304,369
Band 7	9,724.516	10.58	102,885
Band 8	951.582	10.52	10,011
Band 10	321,370.928	10.47	3,364,754
Band 11	51.942	10.44	542
Band 12	112,115.106	10.41	1,167,118
Band 13	7,512.014	10.64	79,928
Band 14	45,512.344	10.52	478,790
Band 15	277,114.426	10.50	2,909,701
Band 17	91,058.763	10.44	950,653
Band 20	687,913.348	10.36	7,126,782
Band 46	163,616.974	10.51	1,719,614
	2,311,133.213		$ 24,215,147

223

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Lord Abbett Affiliated Portfolio - Service Class
Contracts in accumulation period:
Band 2	3,044.267	$ 14.48	$ 44,081
Band 3	1,094.217	14.08	15,407
Band 4	40,788.973	14.19	578,796
Band 5	107,256.072	14.13	1,515,528
Band 6	878,557.621	14.02	12,317,378
Band 7	1,308,784.232	13.97	18,283,716
Band 8	431,638.284	13.85	5,978,190
Band 9	202,537.477	13.80	2,795,017
Band 10	975,055.205	13.74	13,397,259
Band 11	782,020.208	13.69	10,705,857
Band 12	348,935.266	13.63	4,755,988
Band 13	718,262.789	13.58	9,754,009
Band 14	1,485,966.601	13.47	20,015,970
Band 15	137,751.094	13.41	1,847,242
Band 16	26,887.048	13.31	357,867
Band 17	450,818.006	13.25	5,973,339
Band 18	27,170.269	13.20	358,648
Band 19	123,251.237	13.09	1,613,359
Band 20	365,927.046	13.52	4,947,334
Band 21	150,904.866	13.36	2,016,089
Band 25	23,095.466	14.59	336,963
Band 26	20,285.388	15.21	308,541
Band 27	3,110.430	15.01	46,688
Band 28	2,604.644	14.91	38,835
Band 29	40,810.544	14.88	607,261
Band 30	21,076.738	14.68	309,407
Band 31	25,163.820	14.59	367,140
Band 38	1,220.352	11.63	14,193
Band 41	4,327.040	14.69	63,564
Band 42	3,604.822	14.56	52,486
Band 43	13,264.669	14.46	191,807
Band 44	175.139	12.89	2,258
Band 45	23,332.449	12.71	296,555
Band 46	146,192.853	12.20	1,783,553
Band 47	25,061.868	12.15	304,502
Band 55	2,440.756	11.58	28,264
	8,922,417.756		$ 122,023,091

224

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Lord Abbett Affiliated Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	38,374.333	$ 16.83	$ 645,840
Band 7	653.858	16.78	10,972
Band 10	47,916.955	16.60	795,421
Band 11	1,986.083	16.56	32,890
Band 12	5,921.270	16.51	97,760
Band 14	16,411.955	12.72	208,760
Band 15	14,262.457	12.70	181,133
Band 17	5,621.386	12.63	70,998
Band 20	56,873.980	16.43	934,439
Band 46	37,044.416	12.15	450,090
	225,066.693		$ 3,428,303

225

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Marsico Growth Portfolio - Service Class
Contracts in accumulation period:
Band 1	10,185.569	$ 20.49	$ 208,702
Band 2	158,368.614	20.01	3,168,956
Band 3	6,303.456	19.20	121,026
Band 4	240,343.899	19.43	4,669,882
Band 5	218,354.127	19.32	4,218,602
Band 6	6,017,606.520	19.09	114,876,108
Band 7	4,731,699.775	18.97	89,760,345
Band 8	4,085,293.524	18.75	76,599,254
Band 9	1,160,128.090	18.64	21,624,788
Band 10	3,223,395.281	18.53	59,729,515
Band 11	5,570,775.860	18.42	102,613,691
Band 12	1,004,788.261	18.31	18,397,673
Band 13	3,529,606.177	18.20	64,238,832
Band 14	4,681,870.907	17.98	84,180,039
Band 15	726,563.473	17.87	12,983,689
Band 16	136,585.242	17.66	2,412,095
Band 17	1,927,781.834	17.56	33,851,849
Band 18	62,783.971	17.45	1,095,580
Band 19	215,862.690	17.24	3,721,473
Band 20	1,313,885.548	18.09	23,768,190
Band 21	283,012.506	17.77	5,029,132
Band 25	104,004.192	20.26	2,107,125
Band 26	172,542.297	14.26	2,460,453
Band 27	7,678.831	14.10	108,272
Band 28	8,698.678	14.02	121,955
Band 29	128,851.427	13.99	1,802,631
Band 30	26,984.541	13.84	373,466
Band 31	16,444.135	13.76	226,271
Band 33	250.808	13.51	3,388
Band 34	503.080	13.44	6,761
Band 38	66,619.686	12.27	817,424
Band 41	10,425.369	13.84	144,287
Band 42	4,019.173	13.74	55,223
Band 43	50,467.966	13.66	689,392
Band 44	472.165	13.48	6,365
Band 45	23,064.647	13.29	306,529
Band 46	1,489,965.405	12.36	18,415,972
Band 47	276,604.036	12.30	3,402,230
Band 50	646.293	12.20	7,885
Band 52	458.949	12.27	5,631
Band 53	1,024.100	12.22	12,515
	41,694,921.102		$ 758,343,196

226

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Marsico Growth Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	314,994.979	$ 17.63	$ 5,553,361
Band 7	13,141.312	17.58	231,024
Band 10	220,732.615	17.39	3,838,540
Band 11	5,135.367	17.35	89,099
Band 12	89,870.061	17.30	1,554,752
Band 13	4,960.044	12.46	61,802
Band 14	77,681.053	13.49	1,047,917
Band 15	222,433.403	13.46	2,993,954
Band 17	42,861.586	13.39	573,917
Band 20	451,147.618	17.21	7,764,251
Band 46	222,542.518	12.31	2,739,498
	1,665,500.556		$ 26,448,115

227

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Marsico International Opportunities Portfolio -
Service Class
Contracts in accumulation period:
Band 2	14,440.516	$ 18.25	$ 263,539
Band 4	132,084.132	18.13	2,394,685
Band 5	66,452.695	18.10	1,202,794
Band 6	2,243,027.215	18.05	40,486,641
Band 7	1,712,461.365	18.03	30,875,678
Band 8	1,062,066.553	17.98	19,095,957
Band 9	193,860.304	17.95	3,479,792
Band 10	1,993,861.666	17.93	35,749,940
Band 11	706,945.031	17.91	12,661,386
Band 12	318,925.386	17.88	5,702,386
Band 13	1,510,517.423	17.86	26,977,841
Band 14	2,102,468.535	17.81	37,444,965
Band 15	635,072.578	17.78	11,291,590
Band 16	118,913.412	17.74	2,109,524
Band 17	1,343,573.612	17.71	23,794,689
Band 18	33,889.751	17.69	599,510
Band 19	77,514.336	17.64	1,367,353
Band 20	720,855.425	17.83	12,852,852
Band 21	217,857.251	17.76	3,869,145
Band 25	41,330.025	18.30	756,339
Band 26	97,500.395	18.27	1,781,332
Band 27	20,905.215	18.12	378,802
Band 28	4,707.715	18.05	84,974
Band 29	109,022.993	18.03	1,965,685
Band 30	43,845.490	17.88	783,957
Band 31	29,695.020	17.81	528,868
Band 32	1,005.782	17.67	17,772
Band 33	355.796	17.57	6,251
Band 38	50,961.728	14.49	738,435
Band 41	24,262.704	17.88	433,817
Band 42	3,864.374	17.79	68,747
Band 43	26,436.139	17.72	468,448
Band 45	8,518.650	17.47	148,821
Band 46	675,840.978	17.66	11,935,352
Band 47	132,849.480	17.59	2,336,822
Band 50	14,023.540	14.33	200,957
Band 51	5,528.368	14.26	78,835
Band 55	3,649.097	14.38	52,474
	16,499,090.675		$ 294,986,955

228

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING MFS Total Return Portfolio - Service Class
Contracts in accumulation period:
Band 1	5,076.229	$ 30.17	$ 153,150
Band 2	81,447.067	29.38	2,392,915
Band 3	2,883.955	28.03	80,837
Band 4	325,557.561	28.42	9,252,346
Band 5	282,679.456	28.23	7,980,041
Band 6	5,566,344.609	27.86	155,078,361
Band 7	4,561,390.593	27.67	126,213,678
Band 8	3,465,476.842	27.30	94,607,518
Band 9	819,694.474	27.12	22,230,114
Band 10	3,060,376.329	26.93	82,415,935
Band 11	4,955,780.656	26.75	132,567,133
Band 12	1,473,826.303	26.57	39,159,565
Band 13	3,561,362.872	26.40	94,019,980
Band 14	4,778,551.479	26.04	124,433,481
Band 15	829,732.057	25.87	21,465,168
Band 16	218,767.498	25.52	5,582,947
Band 17	1,999,892.895	25.35	50,697,285
Band 18	101,603.050	25.18	2,558,365
Band 19	297,152.410	24.84	7,381,266
Band 20	1,488,463.735	26.22	39,027,519
Band 21	408,439.247	25.69	10,492,804
Band 22	375.471	28.42	10,671
Band 23	6,658.976	27.86	185,519
Band 24	243.705	31.41	7,655
Band 25	83,425.465	29.78	2,484,410
Band 26	410,841.838	29.58	12,152,702
Band 27	136,703.515	28.41	3,883,747
Band 28	45,530.231	27.85	1,268,017
Band 29	509,058.465	27.66	14,080,557
Band 30	273,661.218	26.57	7,271,179
Band 31	159,236.744	26.03	4,144,932
Band 32	6,543.129	25.04	163,840
Band 33	2,346.229	24.37	57,178
Band 34	14,289.883	23.89	341,385
Band 35	76,171.960	30.38	2,314,104
Band 36	19,038.089	29.58	563,147
Band 37	21,039.424	28.99	609,933
Band 38	362,569.438	13.96	5,061,469
Band 39	71,516.164	13.84	989,784
Band 40	16,989.993	13.75	233,612
Band 41	80,851.356	13.24	1,070,472
Band 42	70,889.295	13.12	930,068
Band 43	272,041.696	13.04	3,547,424
Band 44	48,709.460	12.05	586,949
Band 45	67,973.176	11.90	808,881
Band 46	1,766,662.996	11.32	19,998,625

229

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING MFS Total Return Portfolio - Service Class
(continued)
Band 47	344,143.201	$ 11.27	$ 3,878,494
Band 49	46,151.392	10.21	471,206
Band 50	574.181	11.30	6,488
Band 51	3,046.092	11.25	34,269
Band 55	186.139	11.34	2,111
	43,201,968.238		$ 1,114,949,236
ING MFS Total Return Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	528,754.220	$ 14.42	$ 7,624,636
Band 7	14,372.453	14.38	206,676
Band 8	3,859.259	14.30	55,187
Band 10	467,949.776	14.22	6,654,246
Band 11	25,968.848	14.19	368,498
Band 12	246,295.454	14.15	3,485,081
Band 13	13,251.794	11.41	151,203
Band 14	119,314.197	12.05	1,437,736
Band 15	506,472.227	12.03	6,092,861
Band 17	285,429.894	11.96	3,413,742
Band 20	1,069,732.800	14.07	15,051,140
Band 46	428,559.287	11.27	4,829,863
	3,709,960.209		$ 49,370,869

230

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING MFS Utilities Portfolio - Service Class
Contracts in accumulation period:
Band 1	29.551	$ 16.72	$ 494
Band 2	22,757.405	18.66	424,653
Band 4	135,820.860	18.54	2,518,119
Band 5	40,678.501	18.51	752,959
Band 6	3,122,596.890	18.46	57,643,139
Band 7	2,520,965.574	18.44	46,486,605
Band 8	2,981,524.953	18.39	54,830,244
Band 9	304,353.818	18.36	5,587,936
Band 10	2,817,908.201	18.34	51,680,436
Band 11	1,046,925.594	18.31	19,169,208
Band 12	492,070.103	18.29	8,999,962
Band 13	2,306,876.762	18.26	42,123,570
Band 14	3,244,036.952	18.21	59,073,913
Band 15	1,455,254.660	18.19	26,471,082
Band 16	262,628.267	18.14	4,764,077
Band 17	2,991,518.515	18.11	54,176,400
Band 18	62,810.844	18.09	1,136,248
Band 19	204,375.705	18.04	3,686,938
Band 20	1,051,768.621	18.24	19,184,260
Band 21	132,527.335	18.16	2,406,696
Band 25	6,642.590	18.71	124,283
Band 26	158,121.286	18.69	2,955,287
Band 27	47,204.309	18.54	875,168
Band 28	7,341.420	18.46	135,523
Band 29	317,966.834	18.44	5,863,308
Band 30	94,127.447	18.29	1,721,591
Band 31	45,911.228	18.21	836,043
Band 32	56.307	18.07	1,017
Band 33	1,631.752	17.97	29,323
Band 38	49,614.473	15.57	772,497
Band 41	49,771.799	18.29	910,326
Band 42	33,002.948	18.19	600,324
Band 43	93,308.885	18.12	1,690,757
Band 44	1,169.822	17.94	20,987
Band 45	16,470.165	17.87	294,322
Band 46	965,362.401	18.06	17,434,445
Band 47	228,951.251	17.99	4,118,833
Band 50	5,525.451	15.49	85,589
Band 51	6,271.352	15.42	96,704
Band 52	667.651	15.57	10,395
Band 53	4,334.877	15.51	67,234
Band 55	423.895	15.55	6,592
	27,331,307.254		$ 499,767,487

231

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Oppenheimer Main Street Portfolio® - Service
Class
Contracts in accumulation period:
Band 1	1,668.066	$ 27.22	$ 45,405
Band 2	61,837.831	26.51	1,639,321
Band 3	5,425.114	25.29	137,201
Band 4	137,729.250	25.64	3,531,378
Band 5	85,643.893	25.47	2,181,350
Band 6	2,579,674.580	25.14	64,853,019
Band 7	1,651,639.169	24.96	41,224,914
Band 8	2,264,369.635	24.63	55,771,424
Band 9	350,382.267	24.46	8,570,350
Band 10	742,900.508	24.30	18,052,482
Band 11	2,801,520.932	24.14	67,628,715
Band 12	511,691.454	23.98	12,270,361
Band 13	1,239,739.043	23.82	29,530,584
Band 14	1,488,284.775	23.50	34,974,692
Band 15	213,832.360	23.34	4,990,847
Band 16	35,915.292	23.03	827,129
Band 17	429,086.346	22.87	9,813,205
Band 18	23,835.425	22.72	541,541
Band 19	75,867.461	22.41	1,700,190
Band 20	387,921.194	23.66	9,178,215
Band 21	110,058.984	23.18	2,551,167
Band 22	413.128	25.64	10,593
Band 23	8,097.573	25.14	203,573
Band 25	56,045.646	26.87	1,505,947
Band 26	32,096.057	26.69	856,644
Band 27	9,981.461	25.63	255,825
Band 28	8,324.576	25.12	209,113
Band 29	59,174.855	24.96	1,477,004
Band 30	37,087.607	23.97	888,990
Band 31	23,077.453	23.49	542,089
Band 32	242.100	22.59	5,469
Band 33	57.288	21.99	1,260
Band 34	262.140	21.55	5,649
Band 38	10,861.167	11.71	127,184
Band 41	6,033.611	14.45	87,186
Band 42	199.368	14.33	2,857
Band 43	14,997.408	14.23	213,413
Band 45	3,839.745	12.55	48,189
Band 46	204,978.880	11.98	2,455,647
Band 47	37,856.795	11.92	451,253
Band 50	1,620.604	11.63	18,848
	15,714,271.041		$ 379,380,223

232

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Oppenheimer Main Street Portfolio® - Service 2
Class
Contracts in accumulation period:
Band 6	56,568.121	$ 16.01	$ 905,656
Band 7	1,953.494	15.97	31,197
Band 10	28,954.925	15.80	457,488
Band 12	30,023.391	15.71	471,667
Band 14	6,402.546	12.80	81,953
Band 15	62,640.761	12.77	799,923
Band 17	6,107.230	12.70	77,562
Band 20	107,950.412	15.63	1,687,265
Band 46	29,242.957	11.92	348,576
	329,843.837		$ 4,861,287
ING PIMCO Core Bond Portfolio - Service Class
Contracts in accumulation period:
Band 1	2,829.099	$ 16.42	$ 46,454
Band 2	70,498.087	15.98	1,126,559
Band 3	3,746.277	15.25	57,131
Band 4	596,757.524	15.46	9,225,871
Band 5	359,568.191	15.36	5,522,967
Band 6	8,029,233.256	15.16	121,723,176
Band 7	6,113,758.344	15.05	92,012,063
Band 8	4,362,458.494	14.85	64,782,509
Band 9	1,175,130.366	14.75	17,333,173
Band 10	9,264,287.442	14.65	135,721,811
Band 11	3,768,196.051	14.56	54,864,935
Band 12	1,431,075.728	14.46	20,693,355
Band 13	5,634,377.378	14.36	80,909,659
Band 14	7,747,793.506	14.17	109,786,234
Band 15	2,020,600.509	14.07	28,429,849
Band 16	627,090.537	13.89	8,710,288
Band 17	4,063,712.017	13.79	56,038,589
Band 18	224,426.055	13.70	3,074,637
Band 19	387,959.655	13.52	5,245,215
Band 20	1,896,068.760	14.27	27,056,901
Band 21	834,847.903	13.98	11,671,174
Band 25	73,630.592	16.20	1,192,816
Band 26	862,231.894	16.09	13,873,311
Band 27	283,613.052	15.46	4,384,658
Band 28	66,986.891	15.15	1,014,851
Band 29	1,150,425.326	15.05	17,313,901
Band 30	549,610.931	14.45	7,941,878
Band 31	240,250.008	14.16	3,401,940
Band 32	11,795.609	13.62	160,656
Band 33	5,195.633	13.26	68,894
Band 34	5,590.768	13.00	72,680

233

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING PIMCO Core Bond Portfolio - Service Class
(continued)
Band 35	32,053.741	$ 16.53	$ 529,848
Band 36	3,207.804	16.09	51,614
Band 37	1,735.490	15.78	27,386
Band 38	803,488.870	12.06	9,690,076
Band 39	3,729.946	11.95	44,573
Band 40	7,242.172	11.87	85,965
Band 41	150,791.348	11.69	1,762,751
Band 42	126,056.210	11.59	1,460,991
Band 43	258,942.766	11.51	2,980,431
Band 44	32,389.919	11.15	361,148
Band 45	30,180.872	11.05	333,499
Band 46	3,259,805.347	10.90	35,531,878
Band 47	570,284.265	10.85	6,187,584
Band 50	10,162.897	11.20	113,824
Band 51	5,887.101	11.14	65,582
Band 52	3,383.905	11.26	38,103
Band 53	4,307.462	11.21	48,287
Band 55	57,718.004	11.24	648,750
	67,225,114.002		$ 963,420,425
ING PIMCO Core Bond Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	760,352.035	$ 12.14	$ 9,230,674
Band 7	63,010.553	12.11	763,058
Band 8	3,378.245	12.05	40,708
Band 10	660,298.207	11.98	7,910,373
Band 11	15,109.178	11.95	180,555
Band 12	353,516.978	11.92	4,213,922
Band 13	962.653	10.98	10,570
Band 14	100,467.280	11.01	1,106,145
Band 15	273,198.869	10.98	2,999,724
Band 17	314,924.768	10.92	3,438,978
Band 20	1,068,352.452	11.85	12,659,977
Band 46	470,780.440	10.85	5,107,968
	4,084,351.658		$ 47,662,652

234

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING PIMCO High Yield Portfolio - Service Class
Contracts in accumulation period:
Band 1	1,156.291	$ 12.70	$ 14,685
Band 2	52,683.788	12.31	648,537
Band 4	322,943.902	12.20	3,939,916
Band 5	289,841.151	12.17	3,527,367
Band 6	6,065,003.607	12.13	73,568,494
Band 7	5,106,390.862	12.11	61,838,393
Band 8	2,929,724.774	12.06	35,332,481
Band 9	798,840.615	12.04	9,618,041
Band 10	4,384,723.634	12.01	52,660,531
Band 11	4,086,051.612	11.99	48,991,759
Band 12	1,353,495.487	11.97	16,201,341
Band 13	3,904,787.294	11.95	46,662,208
Band 14	6,804,742.697	11.90	80,976,438
Band 15	1,275,969.571	11.88	15,158,519
Band 16	253,146.965	11.84	2,997,260
Band 17	2,987,566.058	11.82	35,313,031
Band 18	79,634.063	11.79	938,886
Band 19	461,570.494	11.75	5,423,453
Band 20	2,345,811.326	11.92	27,962,071
Band 21	470,478.191	11.86	5,579,871
Band 24	223.518	12.54	2,803
Band 25	100,319.147	12.36	1,239,945
Band 26	449,306.639	12.33	5,539,951
Band 27	154,041.765	12.20	1,879,310
Band 28	71,693.287	12.13	869,640
Band 29	645,733.209	12.10	7,813,372
Band 30	227,570.258	11.97	2,724,016
Band 31	198,252.398	11.90	2,359,204
Band 32	5,406.154	11.77	63,630
Band 33	4,301.669	11.69	50,287
Band 34	1,683.959	11.62	19,568
Band 35	177,314.491	11.65	2,065,714
Band 36	19,241.053	11.59	223,004
Band 37	17,386.476	11.54	200,640
Band 38	241,186.447	11.57	2,790,527
Band 39	23,495.792	11.51	270,437
Band 40	23,497.744	11.46	269,284
Band 41	135,257.672	11.97	1,619,034
Band 42	62,854.510	11.88	746,712
Band 43	179,195.901	11.82	2,118,096
Band 44	34,028.983	11.66	396,778
Band 45	40,970.917	11.59	474,853
Band 46	1,057,234.993	10.96	11,587,296
Band 47	190,302.496	10.91	2,076,200
Band 51	520.003	10.74	5,585
Band 53	240.679	10.81	2,602
Band 55	24,849.283	10.84	269,366
	48,060,671.825		$ 575,031,136

235

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Pioneer Fund Portfolio - Service Class
Contracts in accumulation period:
Band 2	3,159.303	$ 13.24	$ 41,829
Band 3	785.423	13.11	10,297
Band 4	43,128.382	13.15	567,138
Band 5	57,004.083	13.13	748,464
Band 6	1,065,830.136	13.10	13,962,375
Band 7	663,930.283	13.08	8,684,208
Band 8	251,408.362	13.04	3,278,365
Band 9	54,457.485	13.02	709,036
Band 10	705,398.885	13.01	9,177,239
Band 11	319,877.831	12.99	4,155,213
Band 12	198,883.379	12.97	2,579,517
Band 13	513,439.941	12.95	6,649,047
Band 14	1,053,596.355	12.92	13,612,465
Band 15	246,686.274	12.90	3,182,253
Band 16	28,419.260	12.87	365,756
Band 17	434,966.365	12.85	5,589,318
Band 18	10,010.258	12.83	128,432
Band 19	62,959.702	12.80	805,884
Band 20	429,444.162	12.94	5,557,007
Band 21	66,502.491	12.88	856,552
Band 25	3,878.127	13.27	51,463
Band 26	70,706.143	13.26	937,563
Band 27	52,724.735	13.15	693,330
Band 28	10,086.736	13.09	132,035
Band 29	72,601.425	13.08	949,627
Band 30	37,121.769	12.97	481,469
Band 31	24,687.622	12.92	318,964
Band 32	3,941.483	12.82	50,530
Band 33	690.317	12.75	8,802
Band 35	38,535.426	13.33	513,677
Band 36	4,644.243	13.26	61,583
Band 37	434.818	13.20	5,740
Band 38	81,209.958	13.24	1,075,220
Band 39	9,552.984	13.17	125,813
Band 40	7,321.600	13.11	95,986
Band 41	42,578.241	12.97	552,240
Band 42	11,136.729	12.90	143,664
Band 43	29,366.389	12.85	377,358
Band 45	3,164.208	12.67	40,091
Band 46	152,116.561	12.81	1,948,613
Band 47	40,613.324	12.76	518,226
Band 50	544.469	11.59	6,310
Band 55	2,895.025	11.63	33,669
	6,910,440.692		$ 89,782,368

236

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Pioneer Mid Cap Value Portfolio - Service Class
Contracts in accumulation period:
Band 1	1,469.877	$ 11.71	$ 17,212
Band 2	50,847.009	12.69	645,249
Band 3	3,961.776	12.57	49,800
Band 4	123,058.895	12.61	1,551,773
Band 5	165,103.875	12.59	2,078,658
Band 6	7,528,406.697	12.56	94,556,788
Band 7	5,201,078.238	12.54	65,221,521
Band 8	2,419,106.137	12.51	30,263,018
Band 9	413,629.428	12.49	5,166,232
Band 10	6,866,040.539	12.47	85,619,526
Band 11	2,315,796.632	12.46	28,854,826
Band 12	892,352.182	12.44	11,100,861
Band 13	3,116,838.004	12.42	38,711,128
Band 14	7,068,071.759	12.39	87,573,409
Band 15	2,052,037.590	12.37	25,383,705
Band 16	319,518.788	12.34	3,942,862
Band 17	4,353,303.971	12.32	53,632,705
Band 18	78,144.147	12.30	961,173
Band 19	354,598.372	12.27	4,350,922
Band 20	4,055,380.893	12.41	50,327,277
Band 21	462,995.417	12.36	5,722,623
Band 25	26,075.388	12.73	331,940
Band 26	124,287.585	12.71	1,579,695
Band 27	30,889.749	12.61	389,520
Band 28	4,261.702	12.56	53,527
Band 29	159,681.745	12.54	2,002,409
Band 30	33,961.559	12.44	422,482
Band 31	101,887.245	12.39	1,262,383
Band 32	1,794.320	12.29	22,052
Band 35	103,549.156	12.78	1,323,358
Band 36	25,787.245	12.71	327,756
Band 37	18,770.461	12.66	237,634
Band 38	439,051.846	12.69	5,571,568
Band 39	175,655.279	12.63	2,218,526
Band 40	31,976.035	12.58	402,259
Band 41	32,852.936	12.44	408,691
Band 42	52,511.610	12.37	649,569
Band 43	119,537.262	12.32	1,472,699
Band 44	36,342.683	12.20	443,381
Band 45	6,176.332	12.15	75,042
Band 46	2,536,771.028	12.29	31,176,916
Band 47	212,042.469	12.24	2,595,400
Band 50	11,378.352	11.69	133,013
Band 51	5,494.223	11.64	63,953
Band 52	332.671	11.75	3,909
Band 53	2,887.980	11.71	33,818
Band 54	1,281.057	11.66	14,937
Band 55	1,298.137	11.74	15,240
	52,138,276.281		$ 648,962,945

237

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING T. Rowe Price Capital Appreciation Portfolio -
Service Class
Currently payable annuity contracts	9,028.001	$ 52.88	$ 477,401
Contracts in accumulation period:
Band 1	21,227.421	54.94	1,166,235
Band 2	415,410.313	52.88	21,966,897
Band 3	13,183.733	49.45	651,936
Band 4	270,887.563	50.48	13,674,404
Band 5	241,206.489	49.94	12,045,852
Band 6	8,055,775.598	49.06	395,216,351
Band 7	5,403,692.320	48.53	262,241,188
Band 8	4,752,059.522	47.67	226,530,677
Band 9	652,264.211	47.15	30,754,258
Band 10	6,659,145.039	46.70	310,982,073
Band 11	4,014,018.299	46.25	185,648,346
Band 12	1,535,092.266	45.81	70,322,577
Band 13	5,191,113.173	45.37	235,520,805
Band 14	6,129,080.351	44.50	272,744,076
Band 15	2,314,023.059	44.08	102,002,136
Band 16	433,597.981	43.24	18,748,777
Band 17	4,273,455.589	42.82	182,989,368
Band 18	142,137.971	42.41	6,028,071
Band 19	355,199.287	41.59	14,772,738
Band 20	2,458,780.895	44.94	110,497,613
Band 21	440,530.161	43.65	19,229,142
Band 25	90,729.616	53.91	4,891,234
Band 26	639,406.892	12.96	8,286,713
Band 27	205,625.061	12.85	2,642,282
Band 28	63,214.087	12.80	809,140
Band 29	1,123,548.505	12.78	14,358,950
Band 30	335,786.111	12.68	4,257,768
Band 31	193,477.135	12.62	2,441,681
Band 32	4,574.421	12.52	57,272
Band 33	796.011	12.45	9,910
Band 34	3,670.559	12.40	45,515
Band 38	307,429.944	11.57	3,556,964
Band 41	196,435.947	12.68	2,490,808
Band 42	32,816.121	12.61	413,811
Band 43	764,082.373	12.56	9,596,875
Band 44	8,078.180	12.43	100,412
Band 45	56,058.081	12.38	693,999
Band 46	10,985,761.130	12.24	134,465,716
Band 47	1,498,910.477	12.18	18,256,730
Band 49	424,053.369	10.22	4,333,825
Band 50	14,571.839	11.47	167,139
Band 51	47,670.740	11.42	544,400
Band 52	28,925.683	11.53	333,513
Band 53	2,001.587	11.49	22,998
Band 54	4,334.218	11.43	49,540
Band 55	16,174.131	11.51	186,164
	70,829,041.460		$ 2,707,224,280

238

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING T. Rowe Price Capital Appreciation Portfolio -
Service 2 Class
Contracts in accumulation period:
Band 6	1,252,217.297	$ 17.43	$ 21,826,147
Band 7	1,267.319	17.38	22,026
Band 10	967,972.070	17.20	16,649,120
Band 11	18,739.598	17.15	321,384
Band 12	600,016.759	17.11	10,266,287
Band 13	9,691.749	12.34	119,596
Band 14	236,565.955	13.65	3,229,125
Band 15	846,175.277	13.62	11,524,907
Band 17	380,298.710	13.54	5,149,245
Band 20	1,747,348.793	17.01	29,722,403
Band 46	1,066,580.990	12.18	12,990,956
	7,126,874.517		$ 111,821,196

239

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING T. Rowe Price Equity Income Portfolio - Service
Class
Currently payable annuity contracts	8,153.417	$37.69 to $39.15	$ 307,737
Contracts in accumulation period:
Band 1	63,636.078	39.15	2,491,352
Band 2	883,011.787	37.69	33,280,714
Band 3	18,767.972	35.24	661,383
Band 4	188,717.368	35.98	6,790,051
Band 5	150,187.117	35.59	5,345,159
Band 6	3,471,080.751	34.97	121,383,694
Band 7	3,219,736.377	34.59	111,370,681
Band 8	1,738,081.466	33.98	59,060,008
Band 9	360,310.958	33.60	12,106,448
Band 10	2,749,873.499	33.28	91,515,790
Band 11	2,515,156.670	32.96	82,899,564
Band 12	865,802.807	32.65	28,268,462
Band 13	2,150,982.161	32.34	69,562,763
Band 14	3,983,848.887	31.72	126,367,687
Band 15	630,544.555	31.41	19,805,404
Band 16	148,949.068	30.81	4,589,121
Band 17	1,801,225.879	30.52	54,973,414
Band 18	70,476.388	30.22	2,129,796
Band 19	233,991.270	29.64	6,935,501
Band 20	1,453,497.398	32.03	46,555,522
Band 21	311,996.042	31.11	9,706,197
Band 24	42.499	41.46	1,762
Band 25	50,634.349	38.42	1,945,372
Band 26	279,295.910	13.91	3,885,006
Band 27	44,755.009	13.75	615,381
Band 28	32,569.876	13.68	445,556
Band 29	370,642.774	13.65	5,059,274
Band 30	132,414.953	13.50	1,787,602
Band 31	75,180.097	13.42	1,008,917
Band 32	1,569.068	13.28	20,837
Band 33	833.678	13.18	10,988
Band 35	38,381.325	12.94	496,654
Band 36	16,404.232	12.87	211,122
Band 37	56,464.020	12.82	723,869
Band 38	275,481.551	12.85	3,539,938
Band 39	38,075.882	12.78	486,610
Band 40	28,394.775	12.73	361,465
Band 41	67,887.742	13.50	916,485
Band 42	58,782.621	13.40	787,687
Band 43	140,757.600	13.33	1,876,299
Band 44	21,997.405	13.15	289,266
Band 45	15,447.893	12.97	200,359
Band 46	1,791,739.512	12.16	21,787,552
Band 47	246,366.039	12.10	2,981,029
Band 50	604.171	11.60	7,008
Band 51	6,346.785	11.55	73,305
Band 52	504.054	11.67	5,882
	30,809,601.735		$ 945,631,673

240

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING T. Rowe Price Equity Income Portfolio - Service 2
Class
Contracts in accumulation period:
Band 6	452,863.030	$ 16.68	$ 7,553,755
Band 8	534.144	16.55	8,840
Band 10	317,766.713	16.46	5,230,440
Band 11	32,610.101	16.41	535,132
Band 12	174,077.124	16.37	2,849,643
Band 14	65,075.338	13.36	869,407
Band 15	203,291.430	13.33	2,709,875
Band 17	112,408.434	13.26	1,490,536
Band 20	662,924.504	16.28	10,792,411
Band 46	221,099.865	12.11	2,677,519
	2,242,650.683		$ 34,717,558

241

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Templeton Global Growth Portfolio - Service Class
Currently payable annuity contracts	2,287.018	$ 28.40	$ 64,943
Contracts in accumulation period:
Band 1	3,800.900	29.27	111,252
Band 2	478,938.669	28.40	13,601,867
Band 3	10,085.436	26.93	271,601
Band 4	176,510.327	27.31	4,820,497
Band 5	129,943.103	27.07	3,517,560
Band 6	1,869,744.602	26.69	49,903,483
Band 7	1,916,797.358	26.45	50,699,290
Band 8	1,776,666.726	26.09	46,353,235
Band 9	437,103.210	25.85	11,299,118
Band 10	1,982,381.965	25.65	50,848,097
Band 11	1,009,765.519	25.45	25,698,532
Band 12	489,370.232	25.26	12,361,492
Band 13	1,456,654.482	25.06	36,503,761
Band 14	2,097,951.079	24.68	51,777,433
Band 15	453,360.460	24.49	11,102,798
Band 16	102,194.275	24.11	2,463,904
Band 17	1,099,394.021	23.93	26,308,499
Band 18	27,970.471	23.74	664,019
Band 19	115,330.201	23.38	2,696,420
Band 20	720,026.116	24.87	17,907,050
Band 21	185,808.378	24.30	4,515,144
Band 24	198.075	30.60	6,061
Band 25	96,552.890	28.79	2,779,758
Band 26	116,402.722	14.13	1,644,770
Band 27	15,492.813	14.01	217,054
Band 28	17,354.223	13.96	242,265
Band 29	88,947.636	13.94	1,239,930
Band 30	22,698.063	13.82	313,687
Band 31	25,282.935	13.77	348,146
Band 32	478.575	13.66	6,537
Band 33	1,832.549	13.58	24,886
Band 34	71.882	13.53	973
Band 38	109,426.115	11.84	1,295,605
Band 41	20,283.197	13.83	280,517
Band 42	8,504.205	13.75	116,933
Band 43	26,837.004	13.69	367,399
Band 44	1,025.487	13.56	13,906
Band 45	36,835.830	13.50	497,284
Band 46	984,782.922	13.16	12,959,743
Band 47	165,437.018	13.09	2,165,571
Band 50	8,230.549	11.74	96,627
Band 51	1,445.624	11.69	16,899
Band 52	396.675	11.80	4,681
	18,290,601.537		$ 448,129,227

242

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Templeton Global Growth Portfolio - Service 2
Class
Contracts in accumulation period:
Band 6	57,556.032	$ 19.68	$ 1,132,703
Band 7	629.679	19.62	12,354
Band 10	78,393.791	19.41	1,521,623
Band 11	860.584	19.36	16,661
Band 12	32,591.531	19.31	629,342
Band 13	5,175.075	13.27	68,673
Band 14	14,503.101	13.84	200,723
Band 15	33,525.014	13.81	462,980
Band 17	20,088.299	13.73	275,812
Band 20	156,155.217	19.21	2,999,742
Band 46	64,802.938	13.10	848,918
	464,281.261		$ 8,169,531
ING UBS U.S. Allocation Portfolio - Service Class
Contracts in accumulation period:
Band 2	8,547.912	$ 10.99	$ 93,942
Band 4	40,854.818	10.79	440,823
Band 5	52,450.989	10.75	563,848
Band 6	876,798.039	10.67	9,355,435
Band 7	1,143,269.582	10.63	12,152,956
Band 8	223,629.415	10.55	2,359,290
Band 9	193,877.702	10.52	2,039,593
Band 10	632,333.055	10.48	6,626,850
Band 11	718,739.402	10.44	7,503,639
Band 12	298,497.114	10.40	3,104,370
Band 13	714,013.141	10.36	7,397,176
Band 14	1,291,501.741	10.29	13,289,553
Band 15	116,442.111	10.25	1,193,532
Band 16	45,040.890	10.17	458,066
Band 17	403,088.406	10.13	4,083,286
Band 18	20,257.206	10.10	204,598
Band 19	107,071.573	10.02	1,072,857
Band 20	425,770.355	10.32	4,393,950
Band 21	73,122.107	10.21	746,577
Band 25	12,397.883	11.07	137,245
Band 26	127,938.117	12.82	1,640,167
Band 27	42,336.143	12.68	536,822
Band 28	27,395.741	12.61	345,460
Band 29	137,177.620	12.59	1,727,066
Band 30	52,342.620	12.45	651,666
Band 31	24,723.863	12.38	306,081
Band 32	6,208.192	12.25	76,050
Band 34	559.256	12.09	6,761
Band 41	55,282.018	12.45	688,261
Band 42	634.647	12.36	7,844
Band 43	15,791.126	12.29	194,073
Band 45	4,062.277	12.00	48,747
Band 46	61,697.113	11.40	703,347
Band 47	30,051.507	11.35	341,085
	7,983,903.681		$ 84,491,016

243

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING UBS U.S. Allocation Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	47,051.079	$ 14.28	$ 671,889
Band 8	3,807.585	14.18	53,992
Band 10	40,999.639	14.11	578,505
Band 11	11,682.950	14.08	164,496
Band 12	4,287.219	14.05	60,235
Band 14	4,455.887	12.17	54,228
Band 15	24,354.991	12.15	295,913
Band 17	70,646.502	12.08	853,410
Band 20	75,338.607	13.98	1,053,234
Band 46	69,445.961	11.36	788,906
	352,070.420		$ 4,574,808
ING Van Kampen Capital Growth Portfolio - Service
Class
Contracts in accumulation period:
Band 2	11,433.257	$ 14.37	$ 164,296
Band 3	3,532.933	14.09	49,779
Band 4	8,713.100	14.17	123,465
Band 5	36,342.179	14.13	513,515
Band 6	518,737.843	14.05	7,288,267
Band 7	486,259.904	14.01	6,812,501
Band 8	180,847.314	13.93	2,519,203
Band 9	48,185.809	13.89	669,301
Band 10	392,987.329	13.85	5,442,875
Band 11	231,458.589	13.81	3,196,443
Band 12	210,252.601	13.77	2,895,178
Band 13	417,879.055	13.73	5,737,479
Band 14	478,650.847	13.65	6,533,584
Band 15	98,974.040	13.61	1,347,037
Band 16	7,990.200	13.53	108,107
Band 17	347,130.832	13.49	4,682,795
Band 18	6,076.644	13.45	81,731
Band 19	44,449.829	13.38	594,739
Band 20	211,303.633	13.69	2,892,747
Band 21	34,244.139	13.57	464,693
Band 25	3,731.884	14.46	53,963
Band 26	18,710.228	15.70	293,751
Band 27	2,253.812	15.58	35,114
Band 28	1,486.631	15.51	23,058
Band 29	9,660.070	15.49	149,634
Band 30	5,285.775	15.36	81,190
Band 31	4,116.027	15.30	62,975
Band 38	235.720	13.18	3,107
Band 41	7,352.091	15.37	113,002
Band 43	4,731.641	15.22	72,016
Band 45	620.238	15.01	9,310
Band 46	73,436.726	13.78	1,011,958
Band 47	11,923.617	13.72	163,592
Band 54	3,889.032	13.09	50,907
	3,922,883.569		$ 54,241,312

244

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Van Kampen Capital Growth Portfolio - Service 2
Class
Contracts in accumulation period:
Band 6	144,164.162	$ 17.19	$ 2,478,182
Band 8	409.897	17.05	6,989
Band 10	98,428.953	16.96	1,669,355
Band 11	3,773.098	16.91	63,803
Band 12	57,230.092	16.87	965,472
Band 13	1,493.427	13.90	20,759
Band 14	30,385.566	14.43	438,464
Band 15	79,660.825	14.41	1,147,912
Band 17	71,398.902	14.32	1,022,432
Band 20	363,780.040	16.78	6,104,229
Band 46	39,300.130	13.72	539,198
	890,025.092		$ 14,456,795

245

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Van Kampen Global Franchise Portfolio - Service
Class
Contracts in accumulation period:
Band 1	89.417	$ 17.98	$ 1,608
Band 2	7,205.647	17.78	128,116
Band 3	612.185	17.42	10,664
Band 4	69,246.319	17.52	1,213,196
Band 5	50,329.378	17.47	879,254
Band 6	2,698,953.511	17.37	46,880,822
Band 7	1,544,218.626	17.32	26,745,867
Band 8	1,244,867.216	17.23	21,449,062
Band 9	149,740.913	17.18	2,572,549
Band 10	3,674,853.612	17.13	62,950,242
Band 11	623,438.795	17.08	10,648,335
Band 12	280,577.346	17.03	4,778,232
Band 13	1,414,688.149	16.98	24,021,405
Band 14	2,273,525.097	16.88	38,377,104
Band 15	897,715.772	16.83	15,108,556
Band 16	122,977.559	16.74	2,058,644
Band 17	1,881,748.014	16.69	31,406,374
Band 18	21,621.358	16.64	359,779
Band 19	171,699.918	16.54	2,839,917
Band 20	731,715.714	16.93	12,387,947
Band 21	133,783.721	16.78	2,244,891
Band 25	10,837.272	17.88	193,770
Band 26	98,964.854	13.95	1,380,560
Band 27	16,907.716	13.84	234,003
Band 28	4,891.602	13.78	67,406
Band 29	181,142.342	13.76	2,492,519
Band 30	40,607.079	13.65	554,287
Band 31	42,627.999	13.59	579,315
Band 32	459.838	13.49	6,203
Band 34	3,266.760	13.36	43,644
Band 38	66,682.122	12.47	831,526
Band 41	23,164.904	13.65	316,201
Band 42	440.758	13.58	5,985
Band 43	50,450.856	13.52	682,096
Band 44	689.024	13.39	9,226
Band 45	16,805.626	13.33	224,019
Band 46	1,572,528.028	14.16	22,266,997
Band 47	147,370.143	14.09	2,076,445
Band 50	569.583	12.34	7,029
Band 51	40,921.518	12.28	502,516
Band 52	433.341	12.40	5,373
Band 53	813.772	12.35	10,050
Band 55	9,500.413	12.38	117,615
	20,323,683.817		$ 339,669,349

246

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Van Kampen Global Franchise Portfolio - Service 2
Class
Contracts in accumulation period:
Band 6	888,854.578	$ 18.55	$ 16,488,252
Band 7	6,484.539	18.50	119,964
Band 8	467.904	18.40	8,609
Band 10	788,106.420	18.30	14,422,347
Band 11	15,468.493	18.25	282,300
Band 12	287,724.109	18.20	5,236,579
Band 13	11,010.666	14.27	157,122
Band 14	151,592.384	15.19	2,302,688
Band 15	766,687.431	15.16	11,622,981
Band 17	318,607.536	15.07	4,801,416
Band 20	1,249,687.214	18.11	22,631,835
Band 46	619,476.994	14.09	8,728,431
	5,104,168.268		$ 86,802,524

247

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Van Kampen Growth and Income Portfolio -
Service Class
Currently payable annuity contracts	1,860.900	$ 34.28	$ 63,792
Contracts in accumulation period:
Band 1	5,425.143	35.27	191,345
Band 2	459,546.098	34.28	15,753,240
Band 3	10,643.217	32.59	346,862
Band 4	241,574.230	33.11	7,998,523
Band 5	133,609.268	32.83	4,386,392
Band 6	3,278,626.509	32.41	106,260,285
Band 7	1,910,349.964	32.13	61,379,544
Band 8	3,733,208.283	31.72	118,417,367
Band 9	349,212.417	31.44	10,979,238
Band 10	1,762,925.820	31.22	55,038,544
Band 11	3,931,480.677	30.99	121,836,586
Band 12	540,794.345	30.77	16,640,242
Band 13	1,754,312.290	30.55	53,594,240
Band 14	2,295,715.300	30.11	69,123,988
Band 15	433,803.003	29.89	12,966,372
Band 16	74,256.783	29.46	2,187,605
Band 17	843,024.078	29.24	24,650,024
Band 18	39,973.924	29.03	1,160,443
Band 19	100,563.746	28.61	2,877,129
Band 20	666,928.942	30.33	20,227,955
Band 21	144,407.636	29.67	4,284,575
Band 24	48.629	36.83	1,791
Band 25	32,902.262	34.78	1,144,341
Band 26	148,515.203	13.02	1,933,668
Band 27	99,107.917	12.91	1,279,483
Band 28	7,942.807	12.86	102,144
Band 29	443,150.671	12.84	5,690,055
Band 30	93,646.314	12.73	1,192,118
Band 31	41,623.009	12.68	527,780
Band 32	2,252.146	12.58	28,332
Band 33	230.357	12.51	2,882
Band 38	23,386.054	11.58	270,811
Band 41	24,252.229	12.74	308,973
Band 42	9,540.653	12.67	120,880
Band 43	52,622.726	12.61	663,573
Band 45	3,639.017	12.44	45,269
Band 46	1,160,551.896	12.50	14,506,899
Band 47	85,811.200	12.44	1,067,491
Band 50	561.473	11.47	6,440
Band 51	5,955.191	11.42	68,008
	24,947,982.327		$ 739,325,229

248

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Van Kampen Growth and Income Portfolio -
Service 2 Class
Contracts in accumulation period:
Band 6	685,778.190	$ 17.30	$ 11,863,963
Band 7	16,112.856	17.26	278,108
Band 8	1,615.940	17.17	27,746
Band 10	489,965.667	17.07	8,363,714
Band 11	16,380.768	17.03	278,964
Band 12	361,256.614	16.98	6,134,137
Band 13	14,225.382	12.60	179,240
Band 14	98,560.932	13.58	1,338,457
Band 15	386,412.900	13.55	5,235,895
Band 17	364,689.973	13.47	4,912,374
Band 20	1,913,417.732	16.89	32,317,625
Band 46	496,112.346	12.44	6,171,638
	4,844,529.300		$ 77,101,861

249

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Van Kampen Real Estate Portfolio - Service Class
Currently payable annuity contracts	1,068.210	$ 70.72	$ 75,544
Contracts in accumulation period:
Band 1	3,830.231	73.47	281,407
Band 2	82,788.671	70.72	5,854,815
Band 3	1,004.024	66.13	66,396
Band 4	66,634.861	67.51	4,498,519
Band 5	43,519.112	66.79	2,906,641
Band 6	1,233,035.527	65.61	80,899,461
Band 7	925,649.677	64.90	60,074,664
Band 8	780,244.581	63.75	49,740,592
Band 9	114,199.424	63.05	7,200,274
Band 10	905,351.742	62.45	56,539,216
Band 11	559,408.709	61.85	34,599,429
Band 12	224,151.840	61.26	13,731,542
Band 13	781,012.450	60.68	47,391,835
Band 14	1,120,556.682	59.52	66,695,534
Band 15	431,098.845	58.95	25,413,277
Band 16	58,594.091	57.82	3,387,910
Band 17	869,365.394	57.26	49,779,862
Band 18	23,115.212	56.71	1,310,864
Band 19	67,933.174	55.63	3,779,122
Band 20	442,430.365	60.10	26,590,065
Band 21	63,975.975	58.38	3,734,917
Band 24	73.332	77.80	5,705
Band 25	12,711.943	72.10	916,531
Band 26	115,394.337	17.92	2,067,867
Band 27	30,730.185	17.72	544,539
Band 28	6,672.742	17.62	117,574
Band 29	170,169.509	17.59	2,993,282
Band 30	66,215.622	17.40	1,152,152
Band 31	46,502.628	17.30	804,495
Band 32	745.641	17.11	12,758
Band 33	1,895.479	16.99	32,204
Band 34	1,666.534	16.89	28,148
Band 38	49,172.958	10.01	492,221
Band 41	46,072.010	17.40	801,653
Band 42	22,879.754	17.27	395,133
Band 43	111,112.108	17.18	1,908,906
Band 44	9,528.579	16.95	161,509
Band 45	20,411.808	16.61	339,040
Band 46	1,500,462.611	12.62	18,935,838
Band 47	199,744.504	12.56	2,508,791
Band 51	3,779.515	9.92	37,493
Band 53	778.663	9.98	7,771
Band 54	2,135.709	9.93	21,208
Band 55	9,022.262	10.00	90,223
	11,226,847.230		$ 578,926,927

250

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Van Kampen Real Estate Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	302,582.074	$ 22.31	$ 6,750,606
Band 7	2,297.154	22.25	51,112
Band 8	100.621	22.13	2,227
Band 10	224,457.790	22.02	4,942,561
Band 11	3,580.120	21.96	78,619
Band 12	76,279.581	21.90	1,670,523
Band 13	3,585.046	12.72	45,602
Band 14	48,943.024	15.68	767,427
Band 15	224,737.499	15.65	3,517,142
Band 17	91,206.272	15.56	1,419,170
Band 20	391,483.637	21.78	8,526,514
Band 46	223,003.963	12.56	2,800,930
	1,592,256.781		$ 30,572,433

251

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING VP Index Plus International Equity Portfolio -
Service Class
Contracts in accumulation period:
Band 2	1,155.062	$ 13.69	$ 15,813
Band 4	38,457.544	13.61	523,407
Band 5	4,034.909	13.60	54,875
Band 6	384,429.374	13.57	5,216,707
Band 7	162,740.441	13.56	2,206,760
Band 8	226,870.234	13.53	3,069,554
Band 9	62,283.179	13.51	841,446
Band 10	270,992.704	13.50	3,658,402
Band 11	41,368.557	13.48	557,648
Band 12	9,323.699	13.47	125,590
Band 13	151,926.829	13.45	2,043,416
Band 14	244,771.682	13.43	3,287,284
Band 15	138,878.813	13.41	1,862,365
Band 16	17,451.128	13.38	233,496
Band 17	178,023.565	13.37	2,380,175
Band 18	196.399	13.35	2,622
Band 19	8,780.063	13.33	117,038
Band 20	39,082.879	13.44	525,274
Band 21	16,859.387	13.40	225,916
Band 25	328.187	13.71	4,499
Band 26	77,530.667	13.70	1,062,170
Band 27	28,565.103	13.61	388,771
Band 28	8,411.481	13.57	114,144
Band 29	70,167.395	13.55	950,768
Band 30	25,780.463	13.47	347,263
Band 31	38,241.996	13.43	513,590
Band 32	910.933	13.34	12,152
Band 33	929.512	13.29	12,353
Band 34	1,525.686	13.24	20,200
Band 35	140,155.791	11.76	1,648,232
Band 36	12,131.230	11.72	142,178
Band 37	12,179.665	11.69	142,380
Band 38	282,655.760	11.71	3,309,899
Band 39	90,329.632	11.67	1,054,147
Band 40	24,941.192	11.64	290,315
Band 41	3,743.586	13.47	50,426
Band 42	4,012.811	13.41	53,812
Band 43	13,365.566	13.37	178,698
Band 45	2,724.307	13.23	36,043
Band 46	109,156.057	13.34	1,456,142
Band 47	23,207.098	13.30	308,654
Band 49	184,582.030	10.77	1,987,948
	3,153,202.596		$ 41,032,572

252

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING VP Index Plus International Equity Portfolio -
Service 2 Class
Contracts in accumulation period:
Band 6	7,282.842	$ 13.39	$ 97,517
Band 10	12,992.594	13.31	172,931
Band 12	28.160	13.29	374
Band 14	133.949	13.24	1,773
Band 15	19,106.092	13.23	252,774
Band 17	2,719.996	13.19	35,877
Band 20	10,407.109	13.26	137,998
Band 46	7,672.131	13.16	100,965
	60,342.873		$ 800,209
ING Wells Fargo Disciplined Value Portfolio - Service
Class
Currently payable annuity contracts	3,973.792	$ 25.87	$ 102,802
Contracts in accumulation period:
Band 1	4,111.495	26.70	109,777
Band 2	459,025.768	25.87	11,874,997
Band 3	6,656.661	24.47	162,888
Band 4	78,541.053	24.90	1,955,672
Band 5	80,139.735	24.67	1,977,047
Band 6	1,095,548.155	24.32	26,643,731
Band 7	961,260.180	24.09	23,156,758
Band 8	1,157,241.219	23.75	27,484,479
Band 9	292,332.673	23.52	6,875,664
Band 10	296,949.465	23.34	6,930,801
Band 11	1,521,531.966	23.15	35,223,465
Band 12	293,262.028	22.97	6,736,229
Band 13	789,321.939	22.79	17,988,647
Band 14	1,099,587.408	22.43	24,663,746
Band 15	62,422.101	22.25	1,388,892
Band 16	17,521.876	21.90	383,729
Band 17	230,946.100	21.72	5,016,149
Band 18	17,020.773	21.55	366,798
Band 19	44,904.567	21.21	952,426
Band 20	182,633.678	22.61	4,129,347
Band 21	44,355.566	22.07	978,927
Band 25	15,792.768	26.28	415,034
Band 26	15,836.554	12.27	194,315
Band 28	3,357.551	12.12	40,694
Band 29	16,800.453	12.11	203,453
Band 30	5,874.445	12.01	70,552
Band 31	10,031.571	11.96	119,978
Band 38	2,499.970	10.59	26,475
Band 41	1,248.420	12.01	14,994
Band 42	5,135.061	11.95	61,364
Band 43	1,868.259	11.90	22,232
Band 44	282.228	11.78	3,325
Band 46	134,909.473	11.24	1,516,382
Band 47	16,024.000	11.19	179,309
	8,968,948.951		$ 207,971,078

253

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Wells Fargo Disciplined Value Portfolio - Service 2
Class
Contracts in accumulation period:
Band 6	32,716.959	$ 15.63	$ 511,366
Band 10	30,390.558	15.42	468,622
Band 11	979.412	15.37	15,054
Band 12	11,966.384	15.33	183,445
Band 13	631.132	11.33	7,151
Band 14	6,523.228	12.00	78,279
Band 15	10,583.883	11.98	126,795
Band 17	18,410.745	11.91	219,272
Band 20	134,394.755	15.25	2,049,520
Band 46	42,229.558	11.19	472,549
	288,826.614		$ 4,132,053
ING Wells Fargo Small Cap Disciplined Portfolio -
Service Class
Contracts in accumulation period:
Band 2	2,984.243	$ 10.97	$ 32,737
Band 4	5,894.801	10.92	64,371
Band 5	5,491.567	10.91	59,913
Band 6	156,048.761	10.88	1,697,811
Band 7	67,450.430	10.87	733,186
Band 8	119,827.692	10.85	1,300,130
Band 9	16,687.996	10.84	180,898
Band 10	282,308.292	10.82	3,054,576
Band 11	14,434.814	10.81	156,040
Band 12	9,616.636	10.80	103,860
Band 13	132,324.424	10.79	1,427,781
Band 14	135,586.251	10.77	1,460,264
Band 15	86,340.164	10.76	929,020
Band 16	18,223.754	10.73	195,541
Band 17	114,045.385	10.72	1,222,567
Band 18	76.732	10.71	822
Band 19	3,606.415	10.69	38,553
Band 20	26,780.590	10.78	288,695
Band 21	7,265.270	10.74	78,029
Band 25	3,525.235	11.00	38,778
Band 26	4,618.725	10.99	50,760
Band 27	1,575.308	10.92	17,202
Band 28	1,543.844	10.88	16,797
Band 29	7,145.914	10.87	77,676
Band 30	5,183.790	10.80	55,985
Band 31	9,700.468	10.77	104,474
Band 38	2,150.210	10.43	22,427
Band 41	831.443	10.80	8,980
Band 42	2,027.693	10.76	21,818
Band 43	1,184.090	10.72	12,693
Band 46	68,985.309	10.70	738,143
Band 47	11,441.852	10.66	121,970
	1,324,908.098		$ 14,312,497

254

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Wells Fargo Small Cap Disciplined Portfolio -
Service 2 Class
Contracts in accumulation period:
Band 6	2,066.585	$ 10.86	$ 22,443
Band 8	851.517	10.82	9,213
Band 10	9,509.417	10.80	102,702
Band 12	733.621	10.78	7,908
Band 14	3,620.864	10.74	38,888
Band 15	4,804.607	10.73	51,553
Band 17	267.832	10.70	2,866
Band 20	32,613.353	10.75	350,594
Band 46	5,180.499	10.67	55,276
	59,648.295		$ 641,443
ING Diversified International Fund - Class R
Contracts in accumulation period:
Band 35	2,324.827	$ 11.86	$ 27,572
Band 36	3,697.822	11.83	43,745
Band 38	19,370.745	11.82	228,962
Band 39	4,974.709	11.80	58,702
Band 40	3,283.239	11.78	38,677
	33,651.342		$ 397,658
ING American Century Large Company Value Portfolio
- Service Class
Contracts in accumulation period:
Band 35	15,714.882	$ 12.54	$ 197,065
Band 36	1,292.426	12.39	16,013
Band 37	303.794	12.28	3,731
Band 38	15,882.913	14.54	230,938
Band 39	3,405.198	14.41	49,069
Band 40	2,091.974	14.32	29,957
	38,691.187		$ 526,773
ING American Century Small-Mid Cap Value Portfolio -
Service Class
Contracts in accumulation period:
Band 35	3,943.985	$ 15.53	$ 61,250
Band 36	3,079.596	15.35	47,272
Band 38	22,502.655	16.66	374,894
Band 39	1,038.239	16.52	17,152
Band 40	1,125.107	16.41	18,463
	31,689.582		$ 519,031

255

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Baron Small Cap Growth Portfolio - Service Class
Contracts in accumulation period:
Band 2	4,175.200	$ 13.23	$ 55,238
Band 4	100,199.952	13.14	1,316,627
Band 5	21,225.288	13.12	278,476
Band 6	2,503,316.894	13.08	32,743,385
Band 7	1,063,040.358	13.07	13,893,937
Band 8	1,741,643.928	13.03	22,693,620
Band 9	219,133.006	13.01	2,850,920
Band 10	2,907,329.602	12.99	37,766,212
Band 11	505,384.445	12.98	6,559,890
Band 12	172,288.715	12.96	2,232,862
Band 13	1,404,431.573	12.94	18,173,345
Band 14	1,443,539.368	12.91	18,636,093
Band 15	1,102,937.971	12.89	14,216,870
Band 16	211,607.972	12.85	2,719,162
Band 17	1,477,278.989	12.83	18,953,489
Band 18	5,123.622	12.82	65,685
Band 19	59,702.121	12.78	762,993
Band 20	377,326.051	12.92	4,875,053
Band 21	81,244.804	12.87	1,045,621
Band 26	205,623.181	13.24	2,722,451
Band 27	54,950.346	13.14	722,048
Band 28	8,928.841	13.08	116,789
Band 29	219,815.132	13.06	2,870,786
Band 30	37,265.944	12.96	482,967
Band 31	53,673.746	12.90	692,391
Band 32	402.410	12.80	5,151
Band 34	3,637.702	12.68	46,126
Band 35	109,065.519	18.82	2,052,613
Band 36	25,122.380	18.61	467,527
Band 37	7,297.774	18.45	134,644
Band 38	341,743.257	18.55	6,339,337
Band 39	142,690.026	18.38	2,622,643
Band 40	30,668.596	18.26	560,009
Band 41	17,552.246	12.96	227,477
Band 42	19,574.012	12.89	252,309
Band 43	67,537.319	12.84	867,179
Band 44	1,231.271	12.71	15,649
Band 45	27,234.875	12.66	344,794
Band 46	1,267,944.332	12.80	16,229,687
Band 47	208,721.709	12.75	2,661,202
Band 50	17,010.486	11.46	194,940
Band 51	704.185	11.41	8,035
Band 52	15.260	11.52	176
Band 53	3,595.186	11.48	41,273
Band 54	953.929	11.43	10,903
Band 55	8,856.582	11.50	101,851
	18,282,746.105		$ 240,630,435

256

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Columbia Small Cap Value II Portfolio - Service
Class
Contracts in accumulation period:
Band 2	5,142.515	$ 10.28	$ 52,865
Band 4	64,798.685	10.23	662,891
Band 5	20,335.971	10.22	207,834
Band 6	1,892,774.444	10.21	19,325,227
Band 7	722,546.049	10.20	7,369,970
Band 8	1,084,038.326	10.18	11,035,510
Band 9	152,938.535	10.17	1,555,385
Band 10	2,975,001.853	10.16	30,226,019
Band 11	353,820.168	10.16	3,594,813
Band 12	176,039.499	10.15	1,786,801
Band 13	1,243,596.963	10.14	12,610,073
Band 14	1,150,009.286	10.12	11,638,094
Band 15	887,486.194	10.11	8,972,485
Band 16	180,046.222	10.09	1,816,666
Band 17	1,065,809.645	10.09	10,754,019
Band 18	5,867.590	10.08	59,145
Band 19	21,531.284	10.06	216,605
Band 20	378,257.329	10.13	3,831,747
Band 21	78,767.720	10.10	795,554
Band 26	127,183.308	10.29	1,308,716
Band 27	56,002.045	10.23	572,901
Band 28	5,718.898	10.21	58,390
Band 29	166,041.093	10.20	1,693,619
Band 30	31,464.136	10.15	319,361
Band 31	4,111.966	10.12	41,613
Band 38	85,509.537	11.27	963,692
Band 41	7,555.468	10.15	76,688
Band 42	11,734.808	10.11	118,639
Band 43	68,994.685	10.09	696,156
Band 44	1,965.979	10.03	19,719
Band 45	1,798.065	10.00	17,981
Band 46	991,086.953	10.07	9,980,246
Band 47	148,855.363	10.04	1,494,508
Band 50	10,311.891	11.19	115,390
Band 51	736.145	11.13	8,193
Band 52	1,399.428	11.25	15,744
Band 53	1,764.270	11.20	19,760
Band 54	5,127.566	11.15	57,172
Band 55	1,772.931	11.23	19,910
	14,187,942.813		$ 144,110,101

257

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Davis New York Venture Portfolio - Service Class
Contracts in accumulation period:
Band 2	9,695.677	$ 11.52	$ 111,694
Band 4	125,072.230	11.46	1,433,328
Band 5	34,733.995	11.45	397,704
Band 6	1,733,413.306	11.43	19,812,914
Band 7	450,277.516	11.42	5,142,169
Band 8	1,263,874.182	11.39	14,395,527
Band 9	390,708.526	11.38	4,446,263
Band 10	2,974,581.136	11.37	33,820,988
Band 11	425,913.870	11.35	4,834,122
Band 12	106,843.272	11.34	1,211,603
Band 13	1,154,957.849	11.33	13,085,672
Band 14	1,672,008.762	11.31	18,910,419
Band 15	970,586.133	11.29	10,957,917
Band 16	230,548.767	11.27	2,598,285
Band 17	1,255,005.183	11.26	14,131,358
Band 18	5,960.957	11.25	67,061
Band 19	62,501.389	11.22	701,266
Band 20	326,227.652	11.32	3,692,897
Band 21	173,699.554	11.28	1,959,331
Band 25	52,267.386	11.55	603,688
Band 26	112,119.722	11.54	1,293,862
Band 27	107,997.723	11.46	1,237,654
Band 28	36,188.207	11.43	413,631
Band 29	100,792.560	11.41	1,150,043
Band 30	30,712.741	11.34	348,282
Band 31	21,550.001	11.31	243,731
Band 32	918.914	11.24	10,329
Band 34	308.192	11.15	3,436
Band 35	22,457.651	13.41	301,157
Band 36	4,852.531	13.25	64,296
Band 37	351.721	13.13	4,618
Band 38	154,470.986	15.21	2,349,504
Band 39	4,670.510	15.08	70,431
Band 40	2,676.328	14.98	40,091
Band 41	47,961.813	11.34	543,887
Band 42	10,160.741	11.30	114,816
Band 43	105,739.235	11.26	1,190,624
Band 44	3,026.748	11.17	33,809
Band 45	2,021.946	11.14	22,524
Band 46	1,658,054.908	11.23	18,619,957
Band 47	179,994.860	11.20	2,015,942
Band 50	15,355.688	11.54	177,205
Band 51	8,941.999	11.48	102,654
Band 52	1,104.662	11.60	12,814
Band 53	675.777	11.55	7,805
Band 54	5,646.932	11.50	64,940
Band 55	11,581.320	11.58	134,112
	16,069,211.758		$ 182,886,360

258

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING JPMorgan International Portfolio - Service Class
Contracts in accumulation period:
Band 2	1,142.353	$ 19.91	$ 22,744
Band 4	54,689.392	19.70	1,077,381
Band 5	9,113.304	19.65	179,076
Band 6	1,046,143.809	19.57	20,473,034
Band 7	519,263.428	19.52	10,136,022
Band 8	545,554.881	19.44	10,605,587
Band 9	78,228.607	19.40	1,517,635
Band 10	1,210,673.517	19.35	23,426,533
Band 11	264,434.701	19.31	5,106,234
Band 12	87,006.083	19.27	1,676,607
Band 13	597,701.174	19.23	11,493,794
Band 14	1,181,636.981	19.14	22,616,532
Band 15	641,782.175	19.10	12,258,040
Band 16	50,730.257	19.01	964,382
Band 17	1,050,615.310	18.97	19,930,172
Band 18	3,473.182	18.93	65,747
Band 19	139,135.413	18.85	2,622,703
Band 20	650,366.771	19.18	12,474,035
Band 21	52,264.375	19.06	996,159
Band 26	69,005.862	19.96	1,377,357
Band 27	13,467.024	19.70	265,300
Band 28	4,315.797	19.57	84,460
Band 29	56,464.770	19.52	1,102,192
Band 30	24,256.629	19.27	467,425
Band 31	29,018.407	19.14	555,412
Band 33	519.291	18.73	9,726
Band 34	266.028	18.61	4,951
Band 35	30,341.946	17.69	536,749
Band 36	633.885	17.48	11,080
Band 37	3,978.287	17.32	68,904
Band 38	86,956.286	20.50	1,782,604
Band 39	10,065.837	20.32	204,538
Band 40	17,333.541	20.18	349,791
Band 41	59,169.662	19.27	1,140,199
Band 42	6,537.659	19.10	124,869
Band 43	33,088.794	18.98	628,025
Band 44	839.875	15.72	13,203
Band 45	4,219.281	15.51	65,441
Band 46	727,074.023	14.23	10,346,263
Band 47	182,535.270	14.16	2,584,699
Band 50	995.126	12.40	12,340
Band 51	849.126	12.35	10,487
Band 55	484.800	12.45	6,036
	9,546,372.919		$ 179,394,468

259

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING JPMorgan Mid Cap Value Portfolio - Service Class
Contracts in accumulation period:
Band 4	62,936.339	$ 16.30	$ 1,025,862
Band 7	26,147.544	17.27	451,568
Band 9	95,158.925	17.12	1,629,121
Band 10	63,076.035	13.90	876,757
Band 13	16,584.582	16.93	280,777
Band 15	80,299.931	16.78	1,347,433
Band 19	13,224.269	13.59	179,718
Band 20	53,029.434	13.80	731,806
Band 21	48,298.850	13.72	662,660
Band 26	88,981.693	17.77	1,581,205
Band 27	38,943.989	17.47	680,351
Band 28	11,299.920	17.32	195,715
Band 29	132,151.095	17.27	2,282,249
Band 30	88,253.206	16.97	1,497,657
Band 31	53,606.163	16.83	902,192
Band 32	2,680.850	16.55	44,368
Band 33	1,997.272	16.36	32,675
Band 34	4,012.368	16.22	65,081
Band 35	84,162.831	17.98	1,513,248
Band 36	27,471.972	17.77	488,177
Band 37	10,629.896	17.62	187,299
Band 38	186,008.857	17.15	3,190,052
Band 39	68,219.854	16.99	1,159,055
Band 40	18,159.416	16.88	306,531
Band 41	21,997.463	15.95	350,860
Band 42	23,415.223	15.81	370,195
Band 43	71,264.011	15.70	1,118,845
Band 44	350.741	13.63	4,781
Band 45	826.659	13.50	11,160
	1,393,189.388		$ 23,167,398

260

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Legg Mason Partners Aggressive Growth Portfolio
- Service Class
Contracts in accumulation period:
Band 2	6,907.200	$ 13.66	$ 94,352
Band 4	24,130.621	13.51	326,005
Band 5	11,032.095	13.48	148,713
Band 6	1,186,300.693	13.42	15,920,155
Band 7	1,125,695.126	13.40	15,084,315
Band 8	635,240.025	13.34	8,474,102
Band 9	64,710.677	13.31	861,299
Band 10	1,672,154.279	13.28	22,206,209
Band 11	464,986.817	13.25	6,161,075
Band 12	70,921.760	13.22	937,586
Band 13	597,343.418	13.19	7,878,960
Band 14	1,822,960.271	13.13	23,935,468
Band 15	449,647.987	13.10	5,890,389
Band 16	84,576.202	13.05	1,103,719
Band 17	1,265,063.511	13.02	16,471,127
Band 18	2,937.440	12.99	38,157
Band 19	72,076.136	12.93	931,944
Band 20	1,109,999.631	13.16	14,607,595
Band 21	62,162.257	13.07	812,461
Band 26	44,916.833	13.69	614,911
Band 27	9,621.563	13.51	129,987
Band 28	5,001.595	13.42	67,121
Band 29	21,333.331	13.39	285,653
Band 30	35,682.151	13.22	471,718
Band 31	22,089.455	13.13	290,035
Band 33	166.543	12.85	2,140
Band 34	15,861.442	12.77	202,551
Band 35	6,628.400	12.73	84,380
Band 36	1,365.528	12.67	17,301
Band 37	4,524.904	13.60	61,539
Band 38	19,652.992	12.65	248,610
Band 39	6,286.128	12.58	79,079
Band 40	14,668.828	12.53	183,800
Band 41	21,724.215	13.22	287,194
Band 42	6,939.100	13.11	90,972
Band 43	15,262.767	13.02	198,721
Band 44	12,458.809	11.76	146,516
Band 45	7,562.908	11.50	86,973
Band 46	528,419.108	11.53	6,092,672
Band 47	58,814.913	11.47	674,607
Band 52	1,837.334	10.62	19,512
	11,589,664.993		$ 152,219,623

261

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Neuberger Berman Partners Portfolio - Service
Class
Contracts in accumulation period:
Band 1	6,895.752	$ 10.71	$ 73,854
Band 2	208,477.543	11.11	2,316,186
Band 3	4,110.928	11.04	45,385
Band 4	145,225.220	11.06	1,606,191
Band 5	118,841.417	11.05	1,313,198
Band 6	1,876,007.587	11.03	20,692,364
Band 7	1,431,436.512	11.02	15,774,430
Band 8	1,962,803.756	11.00	21,590,841
Band 9	291,880.152	11.00	3,210,682
Band 10	585,722.242	10.99	6,437,087
Band 11	2,262,936.650	10.98	24,847,044
Band 12	432,907.300	10.97	4,748,993
Band 13	1,158,078.657	10.96	12,692,542
Band 14	1,361,608.238	10.94	14,895,994
Band 15	165,736.356	10.93	1,811,498
Band 16	27,919.273	10.91	304,599
Band 17	377,437.114	10.90	4,114,065
Band 18	28,961.431	10.89	315,390
Band 19	48,601.457	10.87	528,298
Band 20	484,056.849	10.95	5,300,422
Band 21	106,435.430	10.92	1,162,275
Band 25	18,300.709	10.70	195,818
Band 26	39,730.453	11.12	441,803
Band 27	15,521.499	11.06	171,668
Band 28	5,715.852	11.03	63,046
Band 29	42,487.926	11.02	468,217
Band 30	29,518.369	10.97	323,817
Band 31	27,881.091	10.94	305,019
Band 32	3,476.123	10.88	37,820
Band 33	430.868	10.85	4,675
Band 38	1,296.267	12.36	16,022
Band 41	2,708.558	10.97	29,713
Band 42	5,209.205	10.93	56,937
Band 43	24,798.110	10.90	270,299
Band 44	12,097.496	10.84	131,137
Band 45	845.954	10.81	9,145
Band 46	213,124.161	10.88	2,318,791
Band 47	15,707.754	10.85	170,429
Band 50	9,173.950	12.25	112,381
	13,554,104.209		$ 148,908,075

262

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Neuberger Berman Regency Portfolio - Service
Class
Contracts in accumulation period:
Band 4	28,410.879	$ 10.20	$ 289,791
Band 5	365.276	10.19	3,722
Band 6	147,597.228	10.17	1,501,064
Band 7	60,843.115	10.16	618,166
Band 8	107,775.983	10.15	1,093,926
Band 9	14,753.346	10.14	149,599
Band 10	231,226.591	10.13	2,342,325
Band 11	25,796.220	10.12	261,058
Band 12	5,225.166	10.11	52,826
Band 13	87,986.153	10.10	888,660
Band 14	105,607.493	10.09	1,065,580
Band 15	53,320.307	10.08	537,469
Band 16	9,198.601	10.06	92,538
Band 17	112,823.022	10.05	1,133,871
Band 18	745.780	10.04	7,488
Band 19	24,240.642	10.03	243,134
Band 20	22,710.755	10.09	229,152
Band 21	20,387.028	10.07	205,297
Band 26	9,622.706	10.25	98,633
Band 27	412.998	10.20	4,213
Band 29	76,503.539	10.16	777,276
Band 30	2,881.515	10.11	29,132
Band 31	6,180.134	10.09	62,358
Band 38	6,472.463	11.36	73,527
Band 41	3,916.478	10.11	39,596
Band 43	4,408.829	10.05	44,309
Band 46	79,926.812	10.03	801,666
Band 47	21,665.506	10.01	216,872
Band 50	1,789.912	11.27	20,172
	1,272,794.477		$ 12,883,420
ING OpCap Balanced Value Portfolio - Service Class
Contracts in accumulation period:
Band 35	14,366.548	$ 11.76	$ 168,951
Band 36	2,612.096	11.61	30,326
Band 37	1,825.202	11.51	21,008
Band 38	24,089.549	13.02	313,646
Band 39	2,741.146	12.91	35,388
Band 40	4,271.645	12.82	54,762
	49,906.186		$ 624,081

263

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Oppenheimer Global Portfolio - Initial Class
Contracts in accumulation period:
Band 4	31,636.088	$ 14.73	$ 466,000
Band 7	8,845.190	14.65	129,582
Band 9	49,328.750	14.59	719,706
Band 10	12,778.110	14.57	186,177
Band 13	8,425.192	14.51	122,250
Band 15	27,586.564	14.45	398,626
Band 19	5,209.688	14.34	74,707
Band 20	5,502.893	14.49	79,737
Band 21	5,869.469	14.43	84,696
Band 26	119,469.184	14.86	1,775,312
Band 27	49,922.491	14.73	735,358
Band 28	8,636.216	14.67	126,693
Band 29	115,631.309	14.65	1,693,999
Band 30	55,303.397	14.53	803,558
Band 31	61,536.759	14.47	890,437
Band 32	1,835.522	14.36	26,358
Band 33	172.599	14.28	2,465
Band 35	158,013.216	14.94	2,360,717
Band 36	8,235.658	14.86	122,382
Band 37	1,260.622	14.79	18,645
Band 38	138,312.173	14.84	2,052,553
Band 39	54,370.193	14.75	801,960
Band 40	14,852.558	14.69	218,184
Band 41	2,904.220	14.54	42,227
Band 42	8,103.289	14.46	117,174
Band 43	15,302.883	14.40	220,362
Band 45	2,713.378	14.20	38,530
	971,757.611		$ 14,308,395

264

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Oppenheimer Global Portfolio - Service Class
Contracts in accumulation period:
Band 2	5,666.097	$ 14.71	$ 83,348
Band 4	92,165.432	17.61	1,623,033
Band 5	35,394.051	16.73	592,142
Band 6	1,491,443.909	14.55	21,700,509
Band 7	303,484.102	16.59	5,034,801
Band 8	782,649.668	14.49	11,340,594
Band 9	152,046.440	16.45	2,501,164
Band 10	1,647,677.215	14.73	24,270,285
Band 11	229,042.766	14.43	3,305,087
Band 12	53,080.051	14.41	764,884
Band 13	522,373.258	16.26	8,493,789
Band 14	709,892.022	14.35	10,186,951
Band 15	616,582.816	16.12	9,939,315
Band 16	91,883.077	14.29	1,313,009
Band 17	1,076,656.174	14.27	15,363,884
Band 18	25,697.982	14.25	366,196
Band 19	51,220.983	14.40	737,582
Band 20	227,754.748	14.62	3,329,774
Band 21	89,257.586	14.54	1,297,805
Band 26	168,972.607	17.07	2,884,362
Band 27	14,956.775	16.78	250,975
Band 28	10,016.308	16.64	166,671
Band 29	205,356.289	16.59	3,406,861
Band 30	53,349.939	16.30	869,604
Band 31	16,882.679	16.16	272,824
Band 34	3,889.667	15.58	60,601
Band 35	200,450.561	17.27	3,461,781
Band 36	53,749.859	17.07	917,510
Band 37	38,005.094	16.93	643,426
Band 38	450,323.922	18.62	8,385,031
Band 39	172,735.354	18.45	3,186,967
Band 40	46,481.877	18.33	852,013
Band 41	24,545.676	17.23	422,922
Band 42	8,114.590	17.08	138,597
Band 43	55,063.068	16.97	934,420
Band 44	1,342.988	14.78	19,849
Band 45	19,329.449	14.58	281,823
Band 46	627,444.649	14.23	8,928,537
Band 47	113,785.242	14.18	1,613,475
Band 50	4,170.846	12.11	50,509
Band 51	3,570.017	12.05	43,019
Band 52	612.198	12.17	7,450
Band 53	300.531	12.12	3,642
Band 55	326.173	12.15	3,963
	10,497,744.735		$ 160,050,984

265

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Oppenheimer Strategic Income Portfolio - Service
Class
Contracts in accumulation period:
Band 35	256,665.694	$ 11.72	$ 3,008,122
Band 36	44,914.426	11.65	523,253
Band 37	8,146.673	11.61	94,583
Band 38	459,240.389	11.64	5,345,558
Band 39	68,289.248	11.58	790,789
Band 40	24,537.594	11.53	282,918
	861,794.024		$ 10,045,223
ING PIMCO Total Return Portfolio - Service Class
Contracts in accumulation period:
Band 35	130,180.280	$ 13.06	$ 1,700,154
Band 36	3,722.627	12.91	48,059
Band 37	5,609.431	12.80	71,801
Band 38	187,300.067	11.91	2,230,744
Band 39	45,568.060	11.80	537,703
Band 40	13,258.051	11.72	155,384
	385,638.516		$ 4,743,845
ING Solution 2015 Portfolio - Service Class
Contracts in accumulation period:
Band 35	53,037.917	$ 12.23	$ 648,654
Band 36	10,544.335	12.17	128,325
Band 37	36,350.915	12.12	440,573
Band 38	474,712.509	12.15	5,767,757
Band 39	111,207.536	12.08	1,343,387
Band 40	79,826.892	12.04	961,116
	765,680.104		$ 9,289,812
ING Solution 2025 Portfolio - Service Class
Contracts in accumulation period:
Band 35	64,246.915	$ 12.70	$ 815,936
Band 36	6,311.135	12.63	79,710
Band 37	877.313	12.58	11,037
Band 38	311,792.353	12.62	3,934,819
Band 39	89,335.249	12.55	1,121,157
Band 40	43,662.050	12.50	545,776
	516,225.015		$ 6,508,435
ING Solution 2035 Portfolio - Service Class
Contracts in accumulation period:
Band 35	9,761.722	$ 13.14	$ 128,269
Band 36	20,767.428	13.07	271,430
Band 38	412,431.959	13.06	5,386,361
Band 39	93,362.362	12.99	1,212,777
Band 40	58,325.901	12.93	754,154
	594,649.372		$ 7,752,991

266

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Solution 2045 Portfolio - Service Class
Contracts in accumulation period:
Band 35	8,606.310	$ 13.56	$ 116,702
Band 38	40,722.467	13.47	548,532
Band 39	32,483.947	13.40	435,285
Band 40	2,566.681	13.35	34,265
	84,379.405		$ 1,134,784
ING Solution Income Portfolio - Service Class
Contracts in accumulation period:
Band 35	52,436.852	$ 11.50	$ 603,024
Band 36	10,638.654	11.44	121,706
Band 37	2,795.894	11.40	31,873
Band 38	245,892.449	11.43	2,810,551
Band 39	76,365.736	11.37	868,278
Band 40	19,583.002	11.32	221,680
	407,712.587		$ 4,657,112
ING T. Rowe Price Diversified Mid Cap Growth
Portfolio - Service Class
Contracts in accumulation period:
Band 35	56,820.489	$ 13.92	$ 790,941
Band 36	11,372.656	13.76	156,488
Band 37	3,457.327	13.63	47,123
Band 38	83,768.242	16.84	1,410,657
Band 39	36,910.360	16.70	616,403
Band 40	11,673.274	16.58	193,543
	204,002.348		$ 3,215,155

267

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING T. Rowe Price Growth Equity Portfolio - Service
Class
Contracts in accumulation period:
Band 2	809.120	$ 10.20	$ 8,253
Band 4	41,123.793	10.18	418,640
Band 5	10,378.587	10.18	105,654
Band 6	317,542.989	10.17	3,229,412
Band 7	282,095.633	10.17	2,868,913
Band 8	209,945.009	10.16	2,133,041
Band 9	45,677.219	10.16	464,081
Band 10	552,902.808	10.16	5,617,493
Band 11	104,815.178	10.15	1,063,874
Band 12	9,217.603	10.15	93,559
Band 13	158,947.348	10.15	1,613,316
Band 14	391,502.818	10.14	3,969,839
Band 15	154,045.813	10.14	1,562,025
Band 16	16,503.675	10.13	167,182
Band 17	159,630.646	10.12	1,615,462
Band 19	2,653.560	10.11	26,827
Band 20	60,796.355	10.14	616,475
Band 21	10,546.090	10.13	106,832
Band 26	35,103.630	10.21	358,408
Band 27	9,337.084	10.18	95,052
Band 28	245.426	10.17	2,496
Band 29	87,293.843	10.17	887,778
Band 30	324.143	10.15	3,290
Band 31	575.619	10.14	5,837
Band 35	133,889.761	13.62	1,823,579
Band 36	22,931.704	13.46	308,661
Band 37	20,025.225	13.34	267,137
Band 38	191,979.122	15.93	3,058,227
Band 39	30,689.579	15.79	484,588
Band 40	16,099.122	15.68	252,434
Band 41	2,685.202	10.15	27,255
Band 42	97.200	10.14	986
Band 43	1,669.006	10.13	16,907
Band 44	347.516	10.10	3,510
Band 46	229,437.382	10.12	2,321,906
Band 47	20,545.872	10.11	207,719
Band 50	993.709	10.15	10,086
Band 52	768.775	10.17	7,818
	3,334,173.164		$ 35,824,552

268

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Templeton Foreign Equity Portfolio - Service Class
Contracts in accumulation period:
Band 2	10,766.361	$ 12.79	$ 137,702
Band 3	514.145	12.72	6,540
Band 4	52,781.334	12.74	672,434
Band 5	19,146.332	12.73	243,733
Band 6	1,021,785.529	12.71	12,986,894
Band 7	545,888.865	12.70	6,932,789
Band 8	766,752.361	12.67	9,714,752
Band 9	91,049.873	12.66	1,152,691
Band 10	1,480,050.005	12.65	18,722,633
Band 11	303,476.442	12.64	3,835,942
Band 12	68,021.600	12.63	859,113
Band 13	736,723.948	12.62	9,297,456
Band 14	1,002,601.398	12.60	12,632,778
Band 15	472,387.352	12.59	5,947,357
Band 16	82,707.153	12.57	1,039,629
Band 17	663,536.422	12.55	8,327,382
Band 18	4,277.767	12.54	53,643
Band 19	23,902.698	12.52	299,262
Band 20	145,537.427	12.61	1,835,227
Band 21	106,098.375	12.58	1,334,718
Band 26	58,431.811	12.80	747,927
Band 27	11,839.103	12.74	150,830
Band 28	9,088.052	12.71	115,509
Band 29	74,517.557	12.69	945,628
Band 30	18,699.922	12.63	236,180
Band 31	16,970.841	12.60	213,833
Band 32	488.118	12.54	6,121
Band 33	270.030	12.49	3,373
Band 38	77,245.703	13.64	1,053,631
Band 41	14,100.381	12.63	178,088
Band 42	12,888.614	12.59	162,268
Band 43	29,167.715	12.56	366,347
Band 44	114.035	12.48	1,423
Band 45	3,351.452	12.45	41,726
Band 46	743,055.193	12.53	9,310,482
Band 47	71,973.387	12.50	899,667
Band 50	10.124	13.48	136
Band 51	1,229.849	13.42	16,505
Band 55	7,830.621	13.54	106,027
	8,749,277.895		$ 110,588,376

269

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Thornburg Value Portfolio - Initial Class
Contracts in accumulation period:
Band 4	7,250.301	$ 14.66	$ 106,289
Band 7	111.572	10.48	1,169
Band 9	24,979.171	10.38	259,284
Band 10	4,055.707	13.05	52,927
Band 13	8,916.775	10.25	91,397
Band 15	18,688.717	10.15	189,690
Band 20	613.177	12.95	7,941
Band 21	1,405.428	12.88	18,102
Band 26	25,001.449	10.83	270,766
Band 27	37,515.742	10.62	398,417
Band 28	12,598.297	10.52	132,534
Band 29	40,369.283	10.48	423,070
Band 30	25,014.102	10.28	257,145
Band 31	35,639.095	10.18	362,806
Band 41	1,140.130	14.34	16,349
Band 43	3,225.251	14.12	45,541
	246,524.197		$ 2,633,427
ING Thornburg Value Portfolio - Service Class
Contracts in accumulation period:
Band 4	4,077.759	$ 12.05	$ 49,137
Band 6	72,777.886	12.03	875,518
Band 7	91,639.458	12.02	1,101,506
Band 8	60,652.076	12.00	727,825
Band 9	5,173.793	12.00	62,086
Band 10	183,572.237	11.99	2,201,031
Band 11	63,252.642	11.98	757,767
Band 12	5,436.952	11.97	65,080
Band 13	70,915.903	11.96	848,154
Band 14	124,940.305	11.95	1,493,037
Band 15	42,422.611	11.94	506,526
Band 16	8,375.671	11.92	99,838
Band 17	91,624.970	11.91	1,091,253
Band 18	1,015.145	11.90	12,080
Band 19	10,051.657	11.89	119,514
Band 20	25,712.192	11.95	307,261
Band 21	4,962.509	11.93	59,203
Band 35	52,490.698	11.99	629,363
Band 36	6,624.925	11.85	78,505
Band 37	4,078.252	11.74	47,879
Band 38	42,012.300	15.42	647,830
Band 39	19,081.733	15.29	291,760
Band 40	1,155.197	15.19	17,547
Band 46	83,777.137	11.90	996,948
Band 47	22,430.023	11.87	266,244
Band 51	2,960.424	11.91	35,259
Band 55	6,060.050	12.00	72,721
	1,107,274.505		$ 13,460,872

270

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING UBS U.S. Large Cap Equity Portfolio - Service
Class
Contracts in accumulation period:
Band 2	2,302.944	$ 12.68	$ 29,201
Band 4	43,295.812	13.54	586,225
Band 5	760.979	12.58	9,573
Band 6	211,220.646	12.55	2,650,819
Band 7	70,471.169	13.44	947,133
Band 8	89,247.327	12.50	1,115,592
Band 9	10,357.275	13.37	138,477
Band 10	110,186.405	13.34	1,469,887
Band 11	44,060.455	12.44	548,112
Band 12	6,458.229	12.43	80,276
Band 13	51,489.137	13.27	683,261
Band 14	47,086.446	12.38	582,930
Band 15	51,427.095	13.20	678,838
Band 16	1,323.761	12.33	16,322
Band 17	71,144.933	12.31	875,794
Band 19	2,515.388	13.05	32,826
Band 20	14,697.770	13.25	194,745
Band 21	19,450.017	13.17	256,157
Band 26	12,654.223	13.70	173,363
Band 27	1,116.099	13.54	15,112
Band 28	6,203.595	13.47	83,562
Band 29	12,335.798	13.44	165,793
Band 30	485.000	13.29	6,446
Band 31	2,054.839	13.22	27,165
Band 35	29,473.870	12.70	374,318
Band 36	141.232	12.55	1,772
Band 37	17,301.306	12.44	215,228
Band 38	47,206.445	15.57	735,004
Band 39	5,168.848	15.44	79,807
Band 40	7,912.033	15.33	121,291
Band 41	13,143.480	13.30	174,808
Band 42	850.212	13.20	11,223
Band 43	8,868.756	13.13	116,447
Band 44	666.553	12.95	8,632
Band 46	54,181.117	12.27	664,802
Band 47	19,078.123	12.22	233,135
	1,086,337.317		$ 14,104,076

271

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING UBS U.S. Small Cap Growth Portfolio - Service
Class
Contracts in accumulation period:
Band 4	1,108.109	$ 10.04	$ 11,125
Band 6	37,212.268	10.01	372,495
Band 7	5,959.098	10.00	59,591
Band 8	29,708.151	9.99	296,784
Band 9	2,359.781	9.98	23,551
Band 10	38,570.168	9.97	384,545
Band 11	2,926.171	9.96	29,145
Band 12	576.215	9.95	5,733
Band 13	28,397.245	9.95	282,553
Band 14	16,383.942	9.93	162,693
Band 15	12,310.055	9.92	122,116
Band 16	1,688.605	9.90	16,717
Band 17	38,341.782	9.89	379,200
Band 19	483.526	9.87	4,772
Band 20	2,904.046	9.94	28,866
Band 21	8,028.731	9.91	79,565
Band 26	2,012.925	10.09	20,310
Band 29	5,054.797	10.00	50,548
Band 38	1,020.985	11.28	11,517
Band 46	17,937.736	9.88	177,225
Band 47	3,727.265	9.85	36,714
	256,711.601		$ 2,555,765

272

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Van Kampen Comstock Portfolio - Service Class
Contracts in accumulation period:
Band 2	3,826.999	$ 11.78	$ 45,082
Band 4	150,106.139	14.44	2,167,533
Band 5	23,455.266	13.80	323,683
Band 6	2,261,292.545	13.72	31,024,934
Band 7	359,818.425	13.68	4,922,316
Band 8	629,661.682	13.60	8,563,399
Band 9	268,525.723	13.56	3,641,209
Band 10	2,285,681.036	13.52	30,902,408
Band 11	232,921.944	13.48	3,139,788
Band 12	485,536.670	13.44	6,525,613
Band 13	438,690.296	13.41	5,882,837
Band 14	851,683.863	12.41	10,569,397
Band 15	1,430,256.506	13.29	19,008,109
Band 16	63,527.611	11.22	712,780
Band 17	992,531.813	12.31	12,218,067
Band 19	60,733.907	12.05	731,844
Band 20	2,808,345.522	13.37	37,547,580
Band 21	132,032.459	12.17	1,606,835
Band 26	224,752.427	14.07	3,162,267
Band 27	84,982.452	13.83	1,175,307
Band 28	27,652.940	13.72	379,398
Band 29	232,633.306	13.68	3,182,424
Band 30	140,726.152	13.44	1,891,359
Band 31	57,070.440	13.33	760,749
Band 32	9,000.031	13.11	117,990
Band 33	1,382.800	12.96	17,921
Band 34	9,543.213	12.84	122,535
Band 35	128,460.049	14.24	1,829,271
Band 36	38,905.484	14.08	547,789
Band 37	21,660.015	13.96	302,374
Band 38	299,162.836	15.22	4,553,258
Band 39	88,287.153	15.08	1,331,370
Band 40	15,762.850	14.98	236,127
Band 41	38,177.025	14.13	539,441
Band 42	17,910.978	14.00	250,754
Band 43	109,951.135	13.91	1,529,420
Band 44	6,303.945	12.19	76,845
Band 45	24,011.509	12.02	288,618
Band 46	1,727,735.504	11.17	19,298,806
Band 47	74,289.000	11.36	843,923
Band 50	1,144.672	10.78	12,340
Band 55	2,037.493	10.83	22,066
	16,860,171.815		$ 222,005,766

273

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Van Kampen Equity and Income Portfolio - Initial
Class
Contracts in accumulation period:
Band 35	230,011.817	$ 12.56	$ 2,888,948
Band 36	15,409.255	12.49	192,462
Band 37	5,416.190	12.44	67,377
Band 38	20,963.403	12.48	261,623
Band 39	10,434.105	12.41	129,487
Band 40	764.475	12.36	9,449
	282,999.245		$ 3,549,346

274

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING Van Kampen Equity and Income Portfolio - Service
Class
Contracts in accumulation period:
Band 2	3,703.489	$ 12.39	$ 45,886
Band 4	86,004.460	12.31	1,058,715
Band 5	4,262.340	12.29	52,384
Band 6	1,006,617.885	12.26	12,341,135
Band 7	229,881.315	12.24	2,813,747
Band 8	423,606.916	12.21	5,172,240
Band 9	145,150.422	12.19	1,769,384
Band 10	1,231,628.412	12.17	14,988,918
Band 11	120,696.947	12.16	1,467,675
Band 12	94,762.734	12.14	1,150,420
Band 13	454,671.965	12.12	5,510,624
Band 14	513,211.553	12.09	6,204,728
Band 15	492,315.380	12.07	5,942,247
Band 16	167,711.517	12.04	2,019,247
Band 17	537,221.438	12.02	6,457,402
Band 19	6,651.657	11.97	79,620
Band 20	154,888.809	12.11	1,875,703
Band 21	67,658.332	12.06	815,959
Band 26	118,768.877	12.41	1,473,922
Band 27	18,262.175	12.31	224,807
Band 28	4,142.916	12.26	50,792
Band 29	182,104.499	12.24	2,228,959
Band 30	49,417.641	12.14	599,930
Band 31	21,894.887	12.09	264,709
Band 32	2,835.040	11.99	33,992
Band 35	356,547.089	12.76	4,549,541
Band 36	53,428.067	12.61	673,728
Band 37	48,788.580	12.50	609,857
Band 38	729,065.288	15.26	11,125,536
Band 39	94,506.405	15.12	1,428,937
Band 40	51,924.670	15.02	779,909
Band 41	11,037.751	12.14	133,998
Band 42	758.985	12.08	9,169
Band 43	25,487.996	12.03	306,621
Band 44	700.034	11.91	8,337
Band 45	7,714.777	11.86	91,497
Band 46	496,199.394	11.99	5,949,431
Band 47	61,471.684	11.94	733,972
Band 49	101,900.595	10.15	1,034,291
Band 50	88.510	9.68	857
Band 51	906.592	9.66	8,758
Band 53	509.079	9.69	4,933
Band 55	2,103.163	9.70	20,401
	8,181,210.265		$ 102,112,918

275

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Division/Contract	Units	Unit Value	Extended Value
ING VP Strategic Allocation Conservative Portfolio -
Class S
Contracts in accumulation period:
Band 35	28,151.711	$ 15.12	$ 425,654
Band 36	19,111.970	15.04	287,444
Band 37	2,136.712	14.98	32,008
Band 38	35,098.790	15.02	527,184
Band 39	11,480.021	14.94	171,512
Band 40	86.319	14.88	1,284
	96,065.523		$ 1,445,086
ING VP Strategic Allocation Growth Portfolio - Class S
Contracts in accumulation period:
Band 35	10,801.573	$ 18.15	$ 196,049
Band 37	931.773	17.98	16,753
Band 38	9,397.409	18.03	169,435
Band 39	4,050.141	17.93	72,619
	25,180.896		$ 454,856
ING VP Strategic Allocation Moderate Portfolio - Class
S
Contracts in accumulation period:
Band 35	16,837.880	$ 16.63	$ 280,014
Band 36	984.582	16.54	16,285
Band 37	3,723.535	16.48	61,364
Band 38	19,320.225	16.52	319,170
Band 39	5,401.190	16.43	88,742
Band 40	5,872.211	16.37	96,128
	52,139.623		$ 861,703
ING VP Growth and Income Portfolio - Class I
Contracts in accumulation period:
Band 22	598.364	$ 9.96	$ 5,960
Band 23	14,466.280	9.96	144,084
	15,064.644		$ 150,044

276

Division/Contract	Units	Unit Value	Extended Value
ING VP Growth and Income Portfolio - Class S
Contracts in accumulation period:
Band 5	788.084	$ 9.96	$ 7,849
Band 6	21,254.869	9.95	211,486
Band 7	3,297.281	9.95	32,808
Band 8	8,085.999	9.95	80,456
Band 9	159.032	9.95	1,582
Band 10	15,527.888	9.95	154,502
Band 12	1,531.742	9.95	15,241
Band 13	1,104.537	9.95	10,990
Band 14	1,845.196	9.95	18,360
Band 15	5,373.773	9.95	53,469
Band 17	9,804.335	9.94	97,455
Band 20	801.726	9.95	7,977
Band 29	3,575.560	9.95	35,577
Band 35	145,541.571	16.75	2,437,821
Band 36	10,817.915	16.59	179,469
Band 37	13,618.221	16.47	224,292
Band 38	220,030.821	15.78	3,472,086
Band 39	17,603.627	15.64	275,321
Band 40	5,500.678	15.54	85,481
Band 46	1,808.065	9.94	17,972
	488,070.920		$ 7,420,194
ING GET U.S. Core Portfolio - Series 1
Contracts in accumulation period:
Band 6	85,085.396	$ 11.18	$ 951,255
Band 7	24,763.134	11.16	276,357
Band 9	885,599.646	11.08	9,812,444
Band 10	23,538.814	11.05	260,104
Band 12	11,272.331	11.00	123,996
Band 13	109,786.678	10.98	1,205,458
Band 14	15,505.270	10.93	169,473
Band 15	321,031.961	10.90	3,499,248
Band 17	16,979.644	10.83	183,890
Band 20	89,911.475	10.95	984,531
Band 26	694,284.842	11.41	7,921,790
Band 27	256,101.226	11.26	2,883,700
Band 28	73,217.368	11.18	818,570
Band 29	2,185,869.224	11.15	24,372,442
Band 30	898,075.637	11.00	9,878,832
Band 31	724,255.329	10.92	7,908,868
Band 32	26,260.499	10.78	283,088
Band 33	8,931.977	10.68	95,394
Band 34	7,311.297	10.61	77,573
Band 35	147,388.263	11.52	1,697,913
Band 36	5,079.965	11.42	58,013
	6,610,249.976		$ 73,462,939

277

Division/Contract	Units	Unit Value	Extended Value
ING GET U.S. Core Portfolio - Series 2
Contracts in accumulation period:
Band 6	91,812.774	$ 10.85	$ 996,169
Band 9	659,659.015	10.75	7,091,334
Band 10	10,048.067	10.73	107,816
Band 12	9,370.201	10.68	100,074
Band 13	156,538.523	10.66	1,668,701
Band 14	12,759.425	10.61	135,377
Band 15	244,110.640	10.59	2,585,132
Band 20	7,108.000	10.63	75,558
Band 26	761,148.617	11.06	8,418,304
Band 27	200,101.042	10.91	2,183,102
Band 28	48,108.191	10.84	521,493
Band 29	1,230,545.121	10.82	13,314,498
Band 30	816,494.609	10.68	8,720,162
Band 31	438,196.441	10.61	4,649,264
Band 32	28,241.063	10.48	295,966
Band 33	9,299.795	10.39	96,625
Band 34	18,820.729	10.32	194,230
Band 35	12,140.961	11.16	135,493
Band 38	22,171.775	11.04	244,776
	4,776,674.989		$ 51,534,074
ING GET U.S. Core Portfolio - Series 3
Contracts in accumulation period:
Band 6	72,473.829	$ 10.56	$ 765,324
Band 9	696,869.051	10.48	7,303,188
Band 10	13,894.007	10.46	145,331
Band 13	91,778.095	10.39	953,574
Band 14	17,887.105	10.35	185,132
Band 15	195,558.515	10.33	2,020,119
Band 26	458,926.156	10.76	4,938,045
Band 27	175,524.087	10.63	1,865,821
Band 28	72,618.980	10.56	766,856
Band 29	1,703,320.806	10.54	17,953,001
Band 30	681,730.834	10.41	7,096,818
Band 31	428,023.837	10.34	4,425,766
Band 32	37,090.326	10.22	379,063
Band 33	10,953.225	10.14	111,066
Band 34	16,142.739	10.08	162,719
Band 35	1,377.779	10.85	14,949
Band 36	10,923.757	10.76	117,540
Band 38	17,188.672	10.74	184,606
	4,702,281.800		$ 49,388,918

278

Division/Contract	Units	Unit Value	Extended Value
ING GET U.S. Core Portfolio - Series 4
Contracts in accumulation period:
Band 6	37,690.128	$ 11.10	$ 418,360
Band 9	474,544.746	11.01	5,224,738
Band 10	107,853.811	10.99	1,185,313
Band 12	5,941.749	10.95	65,062
Band 13	50,616.736	10.93	553,241
Band 15	199,719.830	10.87	2,170,955
Band 19	17,353.956	10.74	186,381
Band 20	9,261.400	10.91	101,042
Band 21	92,559.519	10.84	1,003,345
Band 26	376,722.357	11.29	4,253,195
Band 27	163,046.442	11.16	1,819,598
Band 28	84,686.701	11.10	940,022
Band 29	953,121.021	11.07	10,551,050
Band 30	327,790.398	10.95	3,589,305
Band 31	192,347.149	10.88	2,092,737
Band 32	79,907.272	10.76	859,802
Band 34	8,690.972	10.62	92,298
Band 35	6,024.425	11.38	68,558
Band 36	33,809.195	11.29	381,706
Band 38	11,794.954	11.27	132,929
Band 39	6,752.233	11.18	75,490
Band 40	3,826.165	11.12	42,547
Band 45	5,603.335	10.64	59,619
	3,249,664.494		$ 35,867,293
ING GET U.S. Core Portfolio - Series 5
Contracts in accumulation period:
Band 6	48,882.810	$ 11.54	$ 564,108
Band 9	55,143.470	11.45	631,393
Band 10	243,919.423	11.43	2,787,999
Band 13	1,230.074	11.37	13,986
Band 15	50,726.497	11.31	573,717
Band 19	4,126.701	11.19	46,178
Band 20	17,212.346	11.35	195,360
Band 21	93,419.483	11.29	1,054,706
Band 26	187,699.730	11.72	2,199,841
Band 27	38,556.263	11.60	447,253
Band 28	19,999.578	11.53	230,595
Band 29	705,524.013	11.51	8,120,581
Band 30	465,087.876	11.39	5,297,351
Band 31	76,459.015	11.32	865,516
Band 32	567.330	11.21	6,360
Band 38	8,453.942	11.70	98,911
Band 39	2,204.524	11.62	25,617
Band 40	13,251.087	11.56	153,183
	2,032,464.162		$ 23,312,655

279

Division/Contract	Units	Unit Value	Extended Value
ING GET U.S. Core Portfolio - Series 6
Contracts in accumulation period:
Band 6	5,766.671	$ 11.15	$ 64,298
Band 9	88,542.307	11.07	980,163
Band 10	76,617.947	11.05	846,628
Band 12	1,488.542	11.02	16,404
Band 13	11,023.927	11.00	121,263
Band 15	49,107.786	10.94	537,239
Band 19	2,774.248	10.83	30,045
Band 20	10,606.628	10.98	116,461
Band 21	85,552.705	10.92	934,236
Band 26	322,708.110	11.31	3,649,829
Band 27	110,916.044	11.20	1,242,260
Band 28	78,341.978	11.14	872,730
Band 29	833,099.689	11.12	9,264,069
Band 30	314,797.856	11.01	3,465,924
Band 31	185,783.922	10.96	2,036,192
Band 32	8,362.548	10.85	90,734
Band 33	3,737.186	10.78	40,287
Band 34	4,501.212	10.73	48,298
Band 35	3,390.941	11.39	38,623
Band 38	30,966.878	11.30	349,926
Band 39	16,996.541	11.22	190,701
Band 44	544.155	10.77	5,861
Band 45	713.749	10.72	7,651
	2,246,341.570		$ 24,949,822
ING GET U.S. Core Portfolio - Series 7
Contracts in accumulation period:
Band 6	1,554.804	$ 11.01	$ 17,118
Band 9	95,020.316	10.94	1,039,522
Band 10	56,200.017	10.92	613,704
Band 13	15,847.447	10.87	172,262
Band 15	71,074.293	10.82	769,024
Band 19	10,724.053	10.72	114,962
Band 20	9,217.604	10.86	100,103
Band 21	47,529.067	10.81	513,789
Band 26	162,930.096	11.16	1,818,300
Band 27	28,361.294	11.06	313,676
Band 28	14,483.115	11.01	159,459
Band 29	672,392.469	10.99	7,389,593
Band 30	133,729.099	10.89	1,456,310
Band 31	93,371.204	10.84	1,012,144
Band 32	488.214	10.74	5,243
Band 33	1,093.471	10.67	11,667
Band 34	10,779.478	10.62	114,478
Band 35	410.982	11.23	4,615
Band 38	16,624.456	11.15	185,363
Band 44	33,767.972	10.66	359,967
Band 45	3,950.232	10.62	41,951
	1,479,549.683		$ 16,213,250

280

Division/Contract	Units	Unit Value	Extended Value
ING GET U.S. Core Portfolio - Series 8
Contracts in accumulation period:
Band 6	207.686	$ 11.14	$ 2,314
Band 9	18,366.114	11.07	203,313
Band 10	68,148.546	11.06	753,723
Band 13	1,503.009	11.01	16,548
Band 15	8,812.487	10.96	96,585
Band 19	33,328.251	10.87	362,278
Band 20	5,391.712	10.99	59,255
Band 21	12,204.799	10.95	133,643
Band 26	161,118.352	11.28	1,817,415
Band 27	49,765.875	11.18	556,382
Band 28	4,672.466	11.13	52,005
Band 29	365,841.246	11.12	4,068,155
Band 30	73,525.679	11.02	810,253
Band 31	69,846.679	10.97	766,218
Band 33	142.434	10.82	1,541
Band 35	287.175	11.34	3,257
Band 38	10,094.405	11.26	113,663
Band 44	6,124.332	10.82	66,265
Band 45	6,899.222	10.77	74,305
	896,280.469		$ 9,957,118
ING GET U.S. Core Portfolio - Series 9
Contracts in accumulation period:
Band 9	13,881.567	$ 10.92	$ 151,587
Band 10	14,805.742	10.90	161,383
Band 13	1,773.099	10.86	19,256
Band 15	858.810	10.82	9,292
Band 19	13,298.394	10.73	142,692
Band 20	4,078.195	10.85	44,248
Band 21	301.068	10.80	3,252
Band 26	136,398.798	11.10	1,514,027
Band 27	70,502.585	11.02	776,938
Band 28	58,606.392	10.97	642,912
Band 29	184,769.987	10.96	2,025,079
Band 30	88,572.722	10.87	962,785
Band 31	80,911.133	10.83	876,268
Band 32	1,110.794	10.75	11,941
Band 39	12,863.645	11.03	141,886
Band 44	1,004.514	10.69	10,738
Band 45	2,623.551	10.65	27,941
	686,360.996		$ 7,522,225

281

Fidelity^® VIP Contrafund^® Portfolio (Service Class 2) Fidelity^® VIP Equity-Income Portfolio (Service Class 2) Franklin Small Cap Value Securities Fund (Class 2) ING American Century Large Company Value Portfolio (S Class) ING American Century Small-Mid Cap Value Portfolio (S Class) ING American Funds Bond Portfolio⁽¹⁾ ING American Funds Growth Portfolio⁽¹⁾ ING American Funds Growth-Income Portfolio⁽¹⁾ ING American Funds International Portfolio⁽¹⁾ ING Baron Small Cap Growth Portfolio (S Class) ING BlackRock Global Science and Technology Portfolio (Class I)⁽²⁾ ING BlackRock Large Cap Growth Portfolio (Class S)⁽³⁾ ING Davis New York Venture Portfolio (S Class)⁽²⁾ ING Evergreen Omega Portfolio (Class S) ING Franklin Templeton Founding Strategy Portfolio (Class S) ING GET U.S. Core Portfolio⁽⁴⁾ ING Global Real Estate Portfolio (Class S) ING JPMorgan Emerging Markets Equity Portfolio (Class S) ING JPMorgan Mid Cap Value Portfolio (S Class) ING Legg Mason Partners Aggressive Growth Portfolio (S Class) ING Legg Mason Value Portfolio (Class S) ING Lehman Brothers U.S. Aggregate Bond Index^® Portfolio (Class S) ING Liquid Assets Portfolio (Class S) ING Marsico International Opportunities Portfolio (Class S) ING MFS Total Return Portfolio (Class S) ING MFS Utilities Portfolio (Class S) ING OpCap Balanced Value Portfolio (S Class) ING Oppenheimer Global Portfolio (S Class)⁽⁵⁾ ING Oppenheimer Strategic Income Portfolio (S Class) ING Opportunistic Large Cap Growth Portfolio (Class S)⁽²⁾ ING Opportunistic Large Cap Value Portfolio (Class S)⁽²⁾ ING PIMCO Core Bond Portfolio (Class S) ING PIMCO High Yield Portfolio (Class S) ING PIMCO Total Return Portfolio (S Class)	ING Pioneer Fund Portfolio (Class S) ING Pioneer Mid Cap Value Portfolio (Class S) ING Solution Income Portfolio (S Class)⁽⁶⁾ ING Solution 2015 Portfolio (S Class)⁽⁶⁾ ING Solution 2025 Portfolio (S Class)⁽⁶⁾ ING Solution 2035 Portfolio (S Class)⁽⁶⁾ ING Solution 2045 Portfolio (S Class)⁽⁶⁾ ING T. Rowe Price Capital Appreciation Portfolio (Class S) ING T. Rowe Price Diversified Mid Cap Growth Portfolio (S Class) ING T. Rowe Price Equity Income Portfolio (Class S) ING T. Rowe Price Growth Equity Portfolio (S Class) ING Templeton Foreign Equity Portfolio (S Class) ING Thornburg Value Portfolio (S Class) ING UBS U.S. Large Cap Equity Portfolio (S Class) ING Van Kampen Capital Growth Portfolio (Class S) ING Van Kampen Comstock Portfolio (S Class) ING Van Kampen Equity and Income Portfolio (S Class)⁽⁵⁾ ING VP Balanced Portfolio, Inc. (Class S) ING VP Financial Services Portfolio (Class S)⁽⁷⁾ ING VP Growth and Income Portfolio (Class S) ING VP Index Plus International Equity Portfolio (Class S) ING VP Index Plus LargeCap Portfolio (Class S) ING VP Index Plus MidCap Portfolio (Class S) ING VP Index Plus SmallCap Portfolio (Class S) ING VP Intermediate Bond Portfolio (Class S) ING VP International Value Portfolio (Class S) ING VP MidCap Opportunities Portfolio (Class S) ING VP Real Estate Portfolio (Class S) ING VP Small Company Portfolio (Class S) ING VP SmallCap Opportunities Portfolio (Class S) ING VP Strategic Allocation Conservative Portfolio (Class S)⁽⁶⁾ ING VP Strategic Allocation Growth Portfolio (Class S)⁽⁶⁾ ING VP Strategic Allocation Moderate Portfolio (Class S)⁽⁶⁾ ING WisdomTree^SM Global High-Yielding Equity Index Portfolio (Class S)⁽⁸⁾ Oppenheimer Main Street Small Cap Fund^®/VA (Service Shares) PIMCO VIT Real Return Portfolio (Administrative Class) Pioneer Equity Income VCT Portfolio (Class II)

Complete Years Elapsed Since Premium Payment* Surrender Charge (as a percentage of premium payment withdrawn)	0 6%	1 6%	2 5%	3 4%	4 3%	5 2%	6 1%	7+ 0%

⁴	As a percentage of average daily assets in each subaccount. The Separate Account Annual Charges are deducted daily.
⁵	The ING GET U.S. Core Portfolio Guarantee Charge is deducted daily during the guarantee period from amounts allocated to the ING GET U.S. Core Portfolio investment option. Please see “The Funds–ING GET U.S. Core Portfolio” for a description of the ING GET U.S. Core Portfolio guarantee. The ING GET U.S. Core Portfolio is not currently available for investment under the contract.

		As an Annual Charge (Charge Deducted Quarterly)

		0.60% of the MGIB Benefit Base²

1) If you surrender your contract at the end of the applicable time period:
1 year $1,036	3 years $1,883	5 years $2,739	10 years $5,630

2) If you annuitize at the end of the applicable time period:
1 year $1,036	3 years $1,883	5 years $2,739	10 years $5,630

3) If you do not surrender your contract:
1 year $436	3 years $1,383	5 years $2,439	10 years $5,630

1) If you surrender your contract at the end of the applicable time period:
1 year $1,052	3 years $1,931	5 years $2,819	10 years $5,795

2) If you annuitize at the end of the applicable time period:
1 year $1,052	3 years $1,931	5 years $2,819	10 years $5,795

3) If you do not surrender your contract:
1 year $452	3 years $1,431	5 years $2,519	10 years $5,795

	Withdrawals reduce the MGIB Rollup Base on a pro-rata basis. The percentage reduction in the MGIB Rollup Base for each fund category (i.e. Covered, Special or Excluded) equals the percentage reduction in contract value in that fund category resulting from the withdrawal. This means that the MGIB Rollup Base for Covered Funds, Special Funds or Excluded Funds is reduced for withdrawals by the same proportion that the withdrawal reduces the contract value allocated to Covered Funds, Special Funds or Excluded Funds. For example, if the contract value in Covered Funds is reduced by 25% as the result of a withdrawal, the MGIB Rollup Base allocated to Covered Funds is also reduced by 25% (rather than by the amount of the withdrawal).

	Because the MGIB Rollup Base is tracked separately for Covered, Special and Excluded Funds, when you make transfers between Covered, Special Funds and Excluded Funds, there is an impact on the MGIB Rollup Base. Net transfers between Covered Funds and Special Funds will reduce the MGIB Rollup Base allocated to Covered Funds or Special Funds, as applicable, on a pro-rata basis. This means that the MGIB Rollup Base allocated to Covered Funds or Special Funds will be reduced by the same percentage as the transfer bears to the contract value allocated to Covered Funds or Special Funds. For example, if the contract value in Covered Funds is reduced by 25% as the result of the transfer, the MGIB Rollup Base allocated to Covered Funds is also reduced by 25% (rather than by the amount of the transfer). The resulting increase in the MGIB Rollup Base allocated to Special or Excluded Funds, as applicable, will equal the reduction in the MGIB Rollup Base allocated to Covered Funds. Transfers from Special Funds to Covered Funds are treated in the same way.

	Net transfers from Excluded Funds will reduce the MGIB Rollup Base allocated to Excluded Funds on a pro-rata basis. The resulting increase in the MGIB Rollup Base allocated to Covered or Special Funds, as applicable, will equal the lesser of the contract value transferred and the reduction in the MGIB Rollup Base allocated to Excluded Funds.

b)	Calculation of MGIB Ratchet Benefit Base

	The MGIB Ratchet Benefit Base is equal to the sum of (a) and (b) where:

	(a)	is the MGIB Ratchet Base for Covered Funds and Special Funds; and
	(b)	is the contract value for Excluded Funds.

	The MGIB Ratchet Base for Covered Funds, Special Funds and Excluded Funds equals:
	·	On the rider date, eligible premiums or the contract value (if the rider is added after the contract date) allocated to Covered Funds, Special Funds and Excluded Funds;

	·	On each contract anniversary date prior to attainment of age 90, the MGIB Ratchet Base for Covered Funds, Special Funds and Excluded Funds is set equal to the greater of:

		1)	the current contract value allocated to Covered Funds, Special Funds and Excluded Funds (after any deductions occurring on that date); and
		2)	the MGIB Ratchet Base for Covered Funds, Special Funds and Excluded Funds from the prior contract anniversary date, adjusted for any new eligible premiums and withdrawals attributable to Covered Funds, Special Funds or Excluded Funds and transfers.

	·	At other times, the MGIB Ratchet Base for Covered Funds, Special Funds and Excluded Funds is the MGIB Ratchet Base from the prior contract anniversary date, adjusted for subsequent eligible premiums and withdrawals attributable to Covered Funds, Special Funds or Excluded Funds and transfers.

	The MGIB Ratchet Base allocated to Excluded Funds is used only for transfer adjustments and rider charges. It is not included in the MGIB Ratchet Benefit Base used to determine benefits.

Lifetime Income Phase Payment Options
Life Income	Length of Payments: For as long as the annuitant lives. It is possible that only one payment will be made if the annuitant dies prior to the second payment’s due date. Death Benefit-None: All payments end upon the annuitant’s death.


Life Income- Guaranteed Payments*	Length of Payments: For as long as the annuitant lives, with payments guaranteed for your choice of 5 to 30 years or as otherwise specified in the contract. Death Benefit-Payment to the Beneficiary: If the annuitant dies before we have made all the guaranteed payments, we will continue to pay the beneficiary the remaining payments.





Life Income- Two Livse	Length of Payments: For as long as either annuitant lives. It is possible that only one payment will be made if both annuitants die before the second payment’s due date. Continuing Payments: When you select this option you choose for: a) 100%, 66⅔% or 50% of the payment to continue to the surviving annuitant after the first death; or b) 100% of the payment to continue to the annuitant on the second annuitant’s death, and 50% of the payment to continue to the second annuitant on the annuitant’s death. Death Benefit-None: All payments end upon the death of both annuitants.
Life Income- Two Lives Guaranteed Payments*	Length of Payments: For as long as either annuitant lives, with payments guaranteed from 5 to 30 years or as otherwise specified in the contract. Continuing Payments: 100% of the payment to continue to the surviving annuitant after the first death. Death Benefit-Payment to the Beneficiary: If both annuitants die before we have made all the guaranteed payments, we will continue to pay the beneficiary the remaining payments.
Life Income- Cash Refund Option (limited availability- fixed payments only)	Length of Payments: For as long as the annuitant lives. Death Benefit-Payment to the Beneficiary: Following the annuitant’s death, we will pay a lump sum payment equal to the amount originally applied to the income phase payment option (less any applicable premium tax) and less the total amount of income payments paid.
Life Income-Two Lives-Cash Refund Option (limited availability-fixed payments only)	Length of Payments: For as long as either annuitant lives. Continuing Payments: 100% of the payment to continue after the first death. Death Benefit-Payment to the Beneficiary: When both annuitants die we will pay a lump-sum payment equal to the amount applied to the income phase payment option (less any applicable premium tax) and less the total amount of income payments paid.
Nonlifetime Income Phase Payment Option
Nonlifetime- Guaranteed Payments*	Length of Payments: You may select payments for 5 to 30 years. In certain cases a lump- sum payment may be requested at any time (see below). Death Benefit-Payment to the Beneficiary: If the annuitant dies before we make all the guaranteed payments, we will continue to pay the beneficiary the remaining payments.
Lump-Sum Payment: If the “Nonlifetime-Guaranteed Payments” option is elected with variable payments, you may request at any time that all or a portion of the present value of the remaining payments be paid in one lump sum. Any such lump-sum payments will be treated as a withdrawal during the accumulation phase and we will charge any applicable surrender charge. Lump-sum payments will be sent within seven calendar days after we receive the request for payment in good order at our Customer Service Center. We do not currently offer variable payouts.

*Guaranteed period payments may not extend beyond the shorter of your life expectancy or until your age 95.

▷	The distribution is rolled over to another IRA or to a plan eligible to receive rollovers as permitted under the Tax Code; or
▷	You made after-tax contributions to the IRA. In this case, the distribution will be taxed according to rules detailed in the Tax Code.

▷	Made after the five-taxable year period beginning with the first taxable year for which a contribution was made to a Roth IRA of the owner; and
▷	Made after you attain age 59½, die, become disabled as defined in the Tax Code, or for a qualified first-time home purchase.

▷	December 31 of the calendar year following the calendar year of your death; or
▷	December 31 of the calendar year in which you would have attained age 70½.

	1)	if the rider is in Lifetime Guaranteed Withdrawal status, the date of receipt of due proof of death (“notice date”) of the contract owner (or in the case of joint contract owners, the death of the first owner) or the annuitant if there is a non-natural owner; or
	2)	the date the rider enters Lifetime Automatic Periodic Benefit status.

		Contents
		Report of Independent Registered Public Accounting Firm				1
		Audited Financial Statements
		Statements of Assets and Liabilities				4
		Statements of Operations				42
		Statements of Changes in Net Assets				85
		Notes to Financial Statements				138

		Bands		Products
		Band 1		Golden VAC 80, ING GoldenSelect DVA 080
		Band 2		Global Syndicate, Golden VAC 100, ING GoldenSelect DVA, ING GoldenSelect DVA 100
		Band 3		ING GoldenSelect DVA Series 100
		Band 4		ING GoldenSelect DVA Plus - Standard (pre February 2000), ING SmartDesign Signature
				Variable Annuity Option Package I, ING Golden Select DVA Plus 125, ING SmartDesign
				Signature Variable Annuity 125
		Band 5		ING GoldenSelect DVA Plus - Standard (post January 2000 & post 2000), ING Golden Select
				DVA Plus 130
		Band 6		First Union Variable Annuity, Fleet Premium Plus 140, ING GoldenSelect DVA Plus -
				Annual Ratchet (pre February 2000) & 5.5% Solution (pre February 2000 and post January
				2000), ING GoldenSelect Access - Standard (pre February 2000), ING GoldenSelect Premium
				Plus - Standard (pre February 2000), ING GoldenSelect ES II (pre 2001), ING GoldenSelect
				ES II - Standard (post 2000), Generations - Standard, ING GoldenSelect Opportunities -
				Standard, WellsFargo ING Opportunities - Standard, ING Golden Select DVA Plus 140, ING
				GoldenSelect Access 140, ING GoldenSelect ESII 140, ING GoldenSelect Generations
				Variable Annuity 140, ING GoldenSelect Opportunities Variable 140, ING GoldenSelect
				Premium Plus 140, Wells Fargo ING Opportunities Variable Annuity 140
		Band 7		Fleet Premium Plus 145, ING GoldenSelect DVA Plus - Annual Ratchet (post January 2000),
				ING GoldenSelect DVA Plus - 5.5% Solution (post 2000), ING GoldenSelect Access -
				Standard (post January 2000 and post 2000), ING GoldenSelect Premium Plus - Standard
				(post January 2000 and post 2000), ING GoldenSelect ES II - Deferred Ratchet (post 2000),
				ING GoldenSelect Generations - Deferred Ratchet, ING GoldenSelect Opportunities Variable
				145; ING SmartDesign Signature Variable Annuity 145, Wells Fargo ING Opportunities
				Variable Annuity 145, Fleet Premium Plus 145, ING Golden Select DVA Plus 145, ING
				GoldenSelect Access 145, ING GoldenSelect ESII 145, ING GoldenSelect Generations
				Variable Annuity 145, ING GoldenSelect Opportunities Variable 145, ING GoldenSelect
				Premium Plus 145, ING SmartDesign Signature Variable Annuity 145, Wells Fargo ING
				Opportunities Variable Annuity 145
		Band 8		Fleet Premium Plus 155, ING Golden Select DVA Plus 155, ING Golden Select DVA Plus -
				7% Solution (pre February 2000), ING Golden Select DVA Plus - Annual Ratchet (post
				2000), ING GoldenSelect DVA Plus - Max 5.5 (post January 2000), ING GoldenSelect
				Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ING
				GoldenSelect Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre
				February 2000), ING GoldenSelect ES II - 5.5% Solution (post 2000), Opportunities - 5.5%
				Solution; Wells Fargo ING Opportunities Variable Annuity 155, ING GoldenSelect Access
				155, ING GoldenSelect ESII 155, ING GoldenSelect Generations Variable Annuity 155, ING
				GoldenSelect Opportunities Variable 155, ING GoldenSelect Premium Plus 155
		Band 9		Fleet Premium Plus 160, ING GoldenSelect DVA Plus - Max 5.5 (post 2000), ING
				GoldenSelect Access - Annual Ratchet (post January 2000), ING Golden Select Access - 5.5%
				Solution (post January 2000 and post 2000), ING GoldenSelect Premium Plus - Annual
				Ratchet (post January 2000), ING GoldenSelect Premium Plus - 5.5% Solution (post January
				2000 and post 2000), ING SmartDesign Advantage Variable Annuity 160, ING SmartDesign
				Signature Variable Annuity 160, ING Golden Select DVA Plus 160, ING GoldenSelect
				Access 160, ING GoldenSelect Premium Plus 160

9.	Financial Highlights

	A summary of unit values, units outstanding and net assets for variable annuity Contracts, expense ratios, excluding expenses of underlying Funds, investment income ratios, and total return for the years ended December 31, 2007, 2006, 2005, 2004 and 2003, follows:

						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B		Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)		(lowest to highest)
AIM V.I. Leisure Fund - Series I Shares
2007	3,083	$11.74	to	$14.38	$42,305	1.58%	0.95% to	2.60%	-3.39% to	-1.78%
2006	3,723	$12.12	to	$14.64	$52,417	1.08%	0.95% to	2.60%	21.32% to	23.44%
2005	4,687	$9.96	to	$11.86	$53,911	1.11%	0.95% to	2.60%	-3.68% to	-2.15%
2004	4,713	$10.86	to	$12.18	$55,920	0.37%	0.95% to	2.60%	10.48% to	12.33%
2003	3,232	$10.50	to	$10.91	$34,410	-	0.95% to	2.55%	25.45% to	27.42%
Columbia Asset Allocation Fund, Variable Series -
Class A
2007	41	$15.82	to	$16.21	$668	2.48%	1.40% to	1.90%	7.11% to	7.64%
2006	36	$14.77	to	$15.06	$540	2.44%	1.40% to	1.90%	9.65% to	10.25%
2005	38	$13.47	to	$13.66	$523	2.49%	1.40% to	1.90%	4.65% to	5.08%
2004	46	$12.91	to	$13.00	$601	2.33%	1.40% to	1.80%	8.03% to	8.42%
2003	50	$11.95	to	$11.99	$601	(a)	1.40% to	1.80%	(a)
Columbia Federal Securities Fund, Variable Series -
Class A
2007	7	$11.01	to	$11.23	$80	6.21%	1.40% to	1.80%	4.26% to	4.76%
2006	8	$10.56	to	$10.72	$81	5.54%	1.40% to	1.80%	1.83% to	2.29%
2005	8	$10.37	to	$10.48	$85	5.71%	1.40% to	1.80%	0.78% to	1.06%
2004	9	$10.29	to	$10.37	$90	5.65%	1.40% to	1.80%	2.38% to	2.78%
2003	9	$10.07	to	$10.09	$87	(a)	1.40% to	1.70%	(a)
Columbia Large Cap Growth Fund, Variable Series -
Class A
2007	37	$12.87	to	$13.06	$484	0.39%	1.40% to	1.90%	13.49% to	14.16%
2006	48	$11.34	to	$11.44	$547	0.35%	1.40% to	1.90%	8.21% to	8.65%
2005	49	$10.48	to	$10.53	$515	(c)	1.40% to	1.90%	(c)
2004	(c)		(c)		(c)	(c)	(c)		(c)
2003	(c)		(c)		(c)	(c)	(c)		(c)

	(a)	As investment Division had no investments until 2003, this data is not meaningful and is therefore not presented.

	(b)	As investment Division had no investments until 2004, this data is not meaningful and is therefore not presented.

	(c)	As investment Division had no investments until 2005, this data is not meaningful and is therefore not presented.

	(d)	As investment Division had no investments until 2006, this data is not meaningful and is therefore not presented.

	(e)	As investment Division had no investments until 2007, this data is not meaningful and is therefore not presented.

		A		The Investment Income Ratio represents dividends received by the Division, excluding capital gains distributions divided by the average net assets. The recognition of investment income is determined by the timing of the declaration of dividends by the underlying fund in which the Division invests.

		B		The Expense Ratio considers only the expenses borne directly by the Account and is equal to the mortality and expense, administrative and other charges, as defined in Note 4. Certain items in this table are presented as a range of minimum and maximum values; however, such information is calculated independently for each column in the table.


		C		Total Return is calculated as the change in unit value for each Contract presented in the Statements of Assets and Liabilities. Certain items in this table are presented as a range of minimum and maximum values; however, such information is calculated independently for each column in the table.

		*		Includes units for annuity contracts in payout beginning in 2006.

Index to Financial Statements

			Page

Report of Independent Registered Public Accounting Firm			C-2

Financial Statements:

	Statements of Operations for the years ended
		December 31, 2007, 2006, and 2005	C-3

	Balance Sheets as of December 31, 2007 and 2006		C-4

	Statements of Changes in Shareholder's Equity for the years ended
		December 31, 2007, 2006, and 2005	C-6

	Statements of Cash Flows for the years ended
		December 31, 2007, 2006, and 2005	C-7

Notes to Financial Statements			C-9

				Year Ended December 31,
				2007		2006		2005
Revenue:
	Net investment income		$	1,346.4	$	1,156.4	$	1,102.2
	Fee income			1,198.9		939.2		745.6
	Premiums			19.6		20.5		21.8
	Net realized capital losses			(391.2)		(90.4)		(2.9)
	Other income			0.1		-		0.7
Total revenue				2,173.8		2,025.7		1,867.4
Benefits and expenses:
	Interest credited and other benefits to contractowners			1,312.0		1,169.7		1,085.8
	Operating expenses			269.6		228.0		192.5
	Amortization of deferred policy acquisition
		costs and value of business acquired		408.1		293.0		318.9
	Interest expense			32.5		30.3		29.6
	Other expense			24.2		28.1		16.5
Total benefits and expenses				2,046.4		1,749.1		1,643.3
Income before income taxes				127.4		276.6		224.1
Income tax (benefit) expense				(1.6)		64.4		34.2
Net income			$	129.0	$	212.2	$	189.9

				As of December 31,
				2007		2006
Assets
Investments:
	Fixed maturities, available-for-sale, at fair value
		(amortized cost of $21,945.0 at 2007 and $17,071.8 at 2006)	$	21,833.4	$	17,054.4
	Equity securities, available-for-sale, at fair value
		(cost of $216.6 at 2007 and $39.1 at 2006)		211.1		40.6
	Short-term investments			188.0		134.3
	Mortgage loans on real estate			3,701.7		3,687.6
	Policy loans			155.8		162.5
	Limited partnerships/corporations			454.5		149.4
	Other investments			394.1		493.5
	Securities pledged
		(amortized cost of $953.3 at 2007 and $875.5 at 2006)		942.6		864.0
Total investments				27,881.2		22,586.3
Cash and cash equivalents				204.4		608.6
Short-term investments under securities loan agreement				128.5		102.6
Accrued investment income				216.9		183.7
Receivable for securities sold				4.6		20.3
Deposits and reinsurance recoverable from affiliate				4,616.1		4,759.0
Deferred policy acquisition costs				2,908.4		2,669.9
Value of business acquired				128.7		110.1
Sales inducements to contractowners				645.4		630.7
Due from affiliates				22.9		29.7
Current income taxes				-		4.6
Other assets				41.3		43.8
Assets held in separate accounts				44,477.8		37,928.3
Total assets			$	81,276.2	$	69,677.6

									Accumulated
							Additional		Other		Retained		Total
					Common		Paid-In		Comprehensive		Earnings		Shareholder's
					Stock		Capital		Income (Loss)		(Deficit)		Equity
Balance at December 31, 2004					$	2.5	$	4,041.1	$	112.7	$	(1,381.8)	$	2,774.5
	Comprehensive income:
		Net income				-		-		-		189.9		189.9
		Other comprehensive loss, net of tax:
			Change in net unrealized capital gains (losses)
				on securities ($(185.2) pretax)		-		-		(118.4)		-		(118.4)
			Minimum pension liability ($(1.1) pretax)			-		-		1.0		-		1.0
	Total comprehensive income													72.5
	Contribution of capital					-		100.0		-		-		100.0
	Employee share-based payments					-		2.0		-		-		2.0
Balance at December 31, 2005						2.5		4,143.1		(4.7)		(1,191.9)		2,949.0
	Comprehensive income:
		Net income				-		-		-		212.2		212.2
		Other comprehensive loss, net of tax:
			Change in net unrealized capital gains (losses)
				on securities ($(10.7) pretax)		-		-		(7.3)		-		(7.3)
			Pension liability ($0.6 pretax)			-		-		0.4		-		0.4
			Other			-		-		1.1		-		1.1
	Total comprehensive income													206.4
	Cumulative effect of change of accounting
		principle ($(2.4) pretax)				-		-		(1.6)		-		(1.6)
	Capital distribution paid					-		(170.0)		-		-		(170.0)
	Employee share-based payments					-		4.1		-		-		4.1
	Other					-		1.2		-		-		1.2
Balance at December 31, 2006						2.5		3,978.4		(12.1)		(979.7)		2,989.1
	Cumulative effect of change of accounting principles					-		-		-		(4.8)		(4.8)
Balance at January 1, 2007						2.5		3,978.4		(12.1)		(984.5)		2,984.3
	Comprehensive loss:
		Net income				-		-		-		129.0		129.0
		Other comprehensive loss, net of tax:
			Change in net unrealized capital gains (losses)
				on securities ($(158.7) pretax), including
				valuation allowance of $(46.9)		-		-		(149.7)		-		(149.7)
			Pension liability ($3.4 pretax)			-		-		2.2		-		2.2
			Other			-		-		(1.1)		-		(1.1)
	Total comprehensive loss													(19.6)
	Capital contribution					-		150.0		-		-		150.0
	Employee share-based payments					-		4.3		-		-		4.3
Balance at December 31, 2007					$	2.5	$	4,132.7	$	(160.7)	$	(855.5)	$	3,119.0

						Gross		Gross
						Unrealized		Unrealized
				Amortized		Capital		Capital		Fair
				Cost		Gains		Losses		Value
Fixed maturities:
	U.S. Treasuries		$	18.4	$	1.0	$	-	$	19.4
	U.S. government agencies and authorities			86.1		1.0		0.3		86.8
	State, municipalities, and political subdivisions			49.7		-		2.5		47.2

	U.S. corporate securities:
		Public utilities		1,417.5		22.8		13.4		1,426.9
		Other corporate securities		6,742.7		81.1		67.0		6,756.8
	Total U.S. corporate securities			8,160.2		103.9		80.4		8,183.7

	Foreign securities⁽¹⁾:
		Government		525.2		14.9		7.1		533.0
		Other		3,280.6		40.5		59.4		3,261.7
	Total foreign securities			3,805.8		55.4		66.5		3,794.7

	Residential mortgage-backed securities			4,988.4		53.3		85.8		4,955.9
	Commercial mortgage-backed securities			3,842.2		37.6		36.4		3,843.4
	Other asset-backed securities			1,947.5		5.7		108.3		1,844.9

	Total fixed maturities, including securities pledged			22,898.3		257.9		380.2		22,776.0
	Less: securities pledged			953.3		6.1		16.8		942.6
Total fixed maturities				21,945.0		251.8		363.4		21,833.4
Equity securities				216.6		2.8		8.3		211.1

Total investments, available-for-sale			$	22,161.6	$	254.6	$	371.7	$	22,044.5

⁽¹⁾ Primarily U.S. dollar denominated.

		Less than		More than
		Six Months		Six Months and		More than		Total
		Below		less than Twelve		Twelve Months		Unrealized
		Amortized		Months Below		Below		Capital
2007		Cost		Amortized Cost		Amortized Cost		Losses
Interest rate or spread widening	$	37.8	$	49.2	$	62.7	$	149.7
Mortgage and other asset-backed securities		73.3		134.8		22.4		230.5
Total unrealized capital losses	$	111.1	$	184.0	$	85.1	$	380.2
Fair value	$	5,322.0	$	3,248.4	$	3,300.6	$	11,871.0

2006
Interest rate or spread widening	$	12.8	$	6.2	$	103.4	$	122.4
Mortgage and other asset-backed securities		14.6		5.6		72.6		92.8
Total unrealized capital losses	$	27.4	$	11.8	$	176.0	$	215.2
Fair value	$	3,095.9	$	905.9	$	6,026.5	$	10,028.3

					2007				2006
					Carrying		Fair		Carrying		Fair
					Value		Value		Value		Value
Assets:
	Fixed maturities, available-for-sale,
		including securities pledged		$	22,776.0	$	22,776.0	$	17,918.4	$	17,918.4
	Equity securities, available-for-sale				211.1		211.1		40.6		40.6
	Mortgage loans on real estate				3,701.7		3,739.4		3,687.6		3,657.0
	Policy loans				155.8		155.8		162.5		162.5
	Cash, cash equivalents,
		and Short-term investments
		under securities loan agreement			332.9		332.9		711.2		711.2
	Other investments				1,036.6		1,045.3		777.2		782.1
	Assets held in separate accounts				44,477.8		44,477.8		37,928.3		37,928.3
Liabilities:
	Investment contract liabilities:
		Deferred annuities			19,733.8		18,150.4		19,732.4		18,108.0
		Guaranteed investment contracts
			and funding agreements		9,415.1		9,498.2		4,603.8		4,591.1
		Supplementary contracts and
			immediate annuities		900.3		900.3		931.1		931.1
		Derivatives			273.8		273.8		64.2		64.2
	Notes to affiliates				435.0		420.6		435.0		459.2

Balance at January 1, 2005			$	1,704.1
	Deferrals of commissions and expenses			614.0
	Amortization:
		Amortization		(400.2)
		Interest accrued at 5% to 6%		105.5
	Net amortization included in the Statements of Operations			(294.7)
	Change in unrealized capital gains (losses) on available-for-sale securities			232.0
Balance at December 31, 2005				2,255.4
	Deferrals of commissions and expenses			681.9
	Amortization:
		Amortization		(421.7)
		Interest accrued at 5% to 6%		138.1
	Net amortization included in the Statements of Operations			(283.6)
	Change in unrealized capital gains (losses) on available-for-sale securities			16.2
Balance at December 31, 2006				2,669.9
	Deferrals of commissions and expenses			729.1
	Amortization:
		Amortization		(592.0)
		Interest accrued at 5% to 6%		162.2
	Net amortization included in the Statements of Operations			(429.8)
	Change in unrealized capital gains (losses) on available-for-sale securities			(56.0)
	Implementation of SOP 05-1			(4.8)
Balance at December 31, 2007			$	2,908.4

Balance at January 1, 2005			$	112.2
	Amortization:
		Amortization		(30.8)
		Interest accrued at 4% to 5%		6.6
	Net amortization included in the Statements of Operations			(24.2)
	Change in unrealized capital gains (losses) on available-for-sale securities			34.1
Balance at December 31, 2005				122.1
	Amortization:
		Amortization		(15.0)
		Interest accrued at 4% to 5%		5.6
	Net amortization included in the Statements of Operations			(9.4)
	Change in unrealized capital gains (losses) on available-for-sale securities			(2.6)
Balance at December 31, 2006				110.1
	Amortization:
		Amortization		16.8
		Interest accrued at 4% to 6%		4.9
	Net amortization included in the Statements of Operations			21.7
	Change in unrealized capital gains (losses) on available-for-sale securities			(3.1)
Balance at December 31, 2007			$	128.7

Area		Assumptions/Basis for Assumptions
Data used		Based on 100 investment performance scenarios stratified based on
		10,000 random generated scenarios
Mean investment performance		8.125%
Volatility		18.0%
Mortality		1999 and prior issues – 80.0%, 80.0%, 90.0%, 90.0%, grading to 100%
		from age 80 to 120, of the 90-95 ultimate mortality table for standard,
		ratchet, rollup, and combination rollup and ratchet, respectively.
		2000 and later issues – 60.0%, 60.0%, 75.0%, 75.0%, grading to 100%
		from age 80 to 120, of the 90-95 ultimate mortality table for standard,
		ratchet, rollup, and combination rollup and ratchet, respectively.
Lapse rates		Vary by contract type and duration; range between 1.0% and 40.0%
Discount rates		6.5%, based on the portfolio earned rate of the general account

				Guaranteed		Guaranteed		Guaranteed		Guaranteed
				Minimum		Minimum		Minimum		Withdrawal
				Death		Accumulation/		Income		For Life
				Benefit		Withdrawal Benefit		Benefit		Benefit
				(GMDB)		(GMAB/GMWB)		(GMIB)		(LP/LPP)
Separate account liability
	at December 31, 2007		$	44,477.8	$	2,556.4	$	20,066.1	$	5,900.0
Separate account liability
	at December 31, 2006		$	37,928.3	$	2,759.3	$	18,036.9	$	1,846.8

Additional liability balance:
	Balance at January 1, 2006		$	112.8	$	9.4	$	60.9	$	-
		Incurred guaranteed benefits		43.4		(18.3)		22.4		1.7
		Paid guaranteed benefits		(16.5)		-		-		-
	Balance at December 31, 2006			139.7		(8.9)		83.3		1.7
		Incurred guaranteed benefits		88.9		20.1		48.9		4.2
		Paid guaranteed benefits		(19.2)		-		-		-
	Balance at December 31, 2007		$	209.4	$	11.2	$	132.2	$	5.9

				2007		2006
Deferred tax assets:
	Operations and capital loss carryforwards		$	14.6	$	-
	Future policy benefits			731.1		734.5
	Goodwill			5.1		6.5
	Investments			103.8		6.9
	Employee compensation and benefits			45.4		31.3
	Unrealized losses on investments			59.6		3.8
	Other			68.0		9.7
		Total gross assets before valuation allowance		1,027.6		792.7
	Less: valuation allowance			(46.9)		-
		Total gross assets, net of valuation allowance		980.7		792.7
Deferred tax liabilities:
	Deferred policy acquisition cost			(1,120.3)		(1,018.9)
	Value of purchased insurance in force			(42.7)		(34.4)
	Other			(2.2)		(1.9)
		Total gross liabilities		(1,165.2)		(1,055.2)
Net deferred income tax liability			$	(184.5)	$	(262.5)