SUPPLEMENT Dated April 28, 2008

To The Prospectus Dated April 28, 2008

For Variable Annuity Contracts

Issued By ING USA Annuity and Life Insurance Company 

Through Its Separate Account B

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

For Contracts issued in the State of Washington, the following provisions apply:

1.	The Fixed Account is not available.
2.	Under “Charges and Fees – Optional Rider Charges – Minimum Guaranteed Income Benefit (MGIB) Rider Charge,”

the charge is only deducted from the subaccounts in which you are invested. No deduction will be made from the Fixed
Interest Division.

3. Under “Living Benefit Riders – Minimum Guaranteed Income Benefit Rider (the “MGIB rider”):”

The Fixed Interest Division is designated as an Excluded Fund.

The MGIB Charge Base is a percentage of the greater sum of the MGIB Charge Base for Covered Funds and the MGIB
Charge Base for Special Funds on any date since the date on which the last charge was deducted, or the rider date for the
first deduction.

4. The following describes the death benefit options for Contracts issued in the State of Washington. Other than as
described below, please see the prospectus for a full description of your death benefit options and other Contract features.

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

1)	the contract value; and
2)	the cash surrender value.

The Standard Death Benefit equals the greatest of the Base Death Benefit, the floor, and the Standard Minimum
Guaranteed Death Benefit.

The Standard Minimum Guaranteed Death Benefit equals the initial premium payment, increased by premium payments
after issue, and reduced by a pro-rata adjustment for any withdrawal.

The floor for the Death Benefit is the total premium payments made under the Contract reduced by a pro-rata
adjustment for any withdrawal.

Enhanced Death Benefit Options. Under the Enhanced Death Benefit options, if you die before the annuity start date,
your beneficiary will receive the greater of the Standard Death Benefit and the Enhanced Death Benefit option elected. For
purposes of calculating the 5.5% Solution Enhanced Death Benefit and the Max 5.5 Enhanced Death Benefit, certain
investment portfolios, and the Fixed Account are designated as “Special Funds.”

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The following investment options are designated as Special Funds: the ING Liquid Assets Portfolio and the Fixed Interest
Division.

The ProFunds VP Rising Rates Opportunity Portfolio is also a Special Fund, but closed to new allocations effective
April 30, 2007.

For Contracts issued prior to September 2, 2003, however, the ProFunds VP Rising Rates Opportunity Portfolio is not
designated as a Special Fund.

The ING Limited Maturity Bond Portfolio is a Special Fund, but closed to new allocations effective March 12, 2004.

For Contracts issued on or after May 1, 2003, but prior to August 21, 2006, the ING VP Intermediate Bond Portfolio is
designated as a Special Fund.

We may, with 30 days notice to you, designate any investment portfolio as a Special Fund on existing contracts with
respect to new premiums added to such investment portfolio and also with respect to new transfers to such investment
portfolio. Selecting a Special Fund may limit or reduce the 5.5% Max Enhanced Death Benefit.

For the period during which a portion of the contract value is allocated to a Special 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.

The 5.5% Solution is not available as a standalone death benefit, but the calculation is used to determine the Max 5.5
Enhanced Death Benefit

The 5.5% Solution Enhanced Death Benefit equals the greatest of:

1)	the Standard Death Benefit;
2)	the floor; and
3)	the sum of the contract value allocated to Special Funds and the 5.5% Solution Minimum Guaranteed Death Benefit for Non-Special Funds.

The 5.5% Solution Minimum Guaranteed Death Benefit for Special and Non-Special Funds equals premiums, adjusted
for withdrawals and transfers, accumulated at 5.5% until the attainment of age 80 and thereafter at 0%, subject to a floor
as described below.

Withdrawals of up to 5.5% per year of cumulative premiums are referred to as special withdrawals. Special withdrawals
reduce the 5.5% Solution Minimum Guaranteed Death Benefit by the amount of contract value withdrawn. For any
other withdrawals (withdrawals in excess of the amount available as a special withdrawal), a pro-rata adjustment to the
5.5% Solution Minimum Guaranteed Death Benefit is made. The amount of the pro-rata adjustment for withdrawals
from Non-Special Funds will equal (a) times (b) divided by (c): where (a) is the 5.5% Solution Minimum Guaranteed
Death Benefit for Non-Special Funds prior to the withdrawal; (b) is the contract value of the withdrawal; and (c) is the
contract value allocated to Non-Special Funds before the withdrawal. The amount of the pro-rata adjustment for
withdrawals from Special Funds will equal (a) times (b) divided by (c): where (a) is the 5.5% Solution Minimum
Guaranteed Death Benefit for Special Funds prior to the withdrawal; (b) is the contract value of the withdrawal; and (c)
is the contract value allocated to Special Funds before the withdrawal.

Transfers from Special to Non-Special Funds will reduce the 5.5% Solution Minimum Guaranteed Death Benefit for
Special Funds on a pro-rata basis. The resulting increase in the 5.5% Solution Minimum Guaranteed Death Benefit in
Non-Special Funds will equal the lesser of the reduction in the 5.5% Solution Minimum Guaranteed Death Benefit in
Special Funds and the contract value transferred.

Transfers from Non-Special to Special Funds will reduce the 5.5% Solution Minimum Guaranteed Death Benefit in Non-
Special Funds on a pro-rata basis. The resulting increase in the 5.5% Solution Minimum Guaranteed Death Benefit for
Special Funds will equal the reduction in the 5.5% Solution Minimum Guaranteed Death Benefit for Non-Special Funds.

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The floor for the 5.5 % Solution Enhanced Death Benefit is determined by the same calculations described above for
the 5.5% Solution Minimum Guaranteed Death Benefit except as follows: If you transfer contract value to a Special
Fund, the minimum floor will not be reduced by the transfer. Instead, a portion of the floor (equal to the percentage of
contract value transferred) just prior to the transfer will be frozen (with 0% subsequent growth) unless the contract value
is transferred back to the Non-Special Funds. Upon such transfer back to Non-Special Funds, we will resume
accumulating that portion of the floor at the 5.5% annual effective rate as described above, subject to the age limit
described above. Similarly, for contract value allocated directly to Special Funds, that portion of the floor will be the
contract value allocated, and will not accumulate while invested in Special Funds. Withdrawals will reduce the floor as
described for the minimum guaranteed death benefit above. Your death benefit will be the greater of the floor and the
death benefit determined as described above.

The Annual Ratchet Enhanced Death Benefit equals the greater of:

1)	the Standard Death Benefit; and
2)	the Annual Ratchet Minimum Guaranteed Death Benefit.

The Annual Ratchet Minimum Guaranteed Death Benefit equals:

1)	the initial premium payment;
2)	increased dollar for dollar by any premium added after issue;
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 from the prior anniversary (adjusted for new premiums and partial withdrawals) and the current contract value.

Withdrawals reduce the Annual Ratchet Minimum Guaranteed Death Benefit on a pro-rata basis, based on the amount
withdrawn. The amount of the pro-rata adjustment for withdrawals will equal (a) times (b) divided by (c): where (a) is
the Annual Ratchet Minimum Guaranteed Death Benefit prior to the withdrawal; (b) is the contract value of the
withdrawal; and (c) is the contract value before withdrawal.

The Max 5.5 Enhanced Death Benefit equals the greater of the 5.5% Solution Enhanced Death Benefit and the Annual
Ratchet Enhanced Death Benefit. Under this death benefit option, the 5.5% Solution Enhanced Death Benefit and the
Annual Ratchet Enhanced Death Benefit are calculated in the same manner as if each were the elected benefit.

Note: In all cases described above, the amount of the death benefit could be reduced by premium taxes owed and withdrawals not previously deducted. The enhanced death benefits may not be available in all states.

Death Benefit for Excluded Funds

We will be designating certain investment portfolios as “Excluded Funds.” Excluded Funds will include certain
investment portfolios that, due to their volatility, will be excluded from the death benefit guarantees that might otherwise
be provided. We may add new portfolios as Excluded Funds. We may also reclassify an existing portfolio as an
Excluded Fund or remove such classification upon 30 days notice to you. Such reclassification will apply only to
amounts transferred or otherwise added to such portfolio after the effective date of the reclassification. Investment in
Excluded Funds will impact your death benefit.

For the period of time, and to the extent, that you allocate premium or contract value to Excluded Funds, your death
benefit attributable to that allocation will equal the contract value of that allocation. Any guarantee of death benefit in
excess of contract value otherwise provided with regard to allocations to Non-Excluded Funds, does not apply to
allocations to Excluded Funds. The death benefit provided under the Contract may be reduced to the extent that you
allocate premium or contract value to Excluded Funds.

Transfers from Excluded Funds to Non-Excluded funds will reduce all death benefit components for Excluded Funds on
a pro-rata basis. Except with respect to any maximum guaranteed death benefit, the resulting increase in the Non-
Excluded Funds death benefit component will equal the lesser of the reduction in the death benefit for Excluded Funds
and the contract value transferred. With respect to the maximum guaranteed death benefit, where applicable, the
resulting increase in the Non-Excluded Funds maximum guaranteed death benefit will equal the reduction in the
maximum guaranteed death benefit for Excluded Funds.

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Transfers from Non-Excluded Funds to Excluded Funds will reduce the Non-Excluded Funds death benefit components
on a pro-rata basis. The resulting increase in the death benefit components of Excluded Funds will equal the reduction in
the Non-Excluded Funds death benefit components.

5.      The charges, fees and expenses are as described in the prospectus for the applicable variable annuity contract with the exception of the mortality and expense risk charges for the Max 5.5 Enhanced Death Benefit. The mortality and expense risk charges for the Max 5.5 Enhanced Death Benefit are as follows:

Product	Max 5.5
Access	1.95%
ESII*	1.65%
Landmark**	1.90%
Premium Plus	1.80%

*	Includes Generations, Opportunities and Wells Fargo Opportunities
**	Includes Legends and Wells Fargo Landmark

The mortality and expense risk charge is deducted each business day for each day since the previous business day.

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SUPPLEMENT Dated April 28, 2008

To The Prospectus Dated April 28, 2008

For Variable Annuity Contracts

Issued By ING USA Annuity and Life Insurance Company 

Through Its Separate Account B

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

For Contracts issued in the Commonwealth of Massachusetts, the following provisions apply:

1.	The Fixed Interest Division is not available.
2.	TSA loans are not available.
3.	The Nursing Home Surrender Charge Waiver is not available.

MA Supplement – 148684

04/28/08