485BPOS 1 pea23rc485b70600.htm PEA 23 RC 485B 333-70600 pea23rc485b70600.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
As filed with the Securities and Exchange   Registration No. 333-70600
Commission on August 22, 2008   Registration No. 811-05626


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-4

POST-EFFECTIVE AMENDMENT NO. [ 23 ]
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. [ ]

(Check appropriate box or boxes)


SEPARATE ACCOUNT B
(Exact name of Registrant)

ING USA ANNUITY AND LIFE INSURANCE COMPANY
(Name of Depositor)

1475 Dunwoody Drive
West Chester, Pennsylvania 19380-1478
(Address of Depositor’s Principal Executive Offices) (Zip Code)
Depositor’s Telephone Number, including Area Code (610) 425-3400

Michael A. Pignatella, Counsel 		                                John S. (Scott) Kreighbaum, Esq.
ING                                 ING Americas (U.S. Legal Services)
One Orange Way, C1S                                 1475 Dunwoody Drive
Windsor, CT 06095-4774                                 West Chester, PA 19308-1478
(860) 580-2831                                 (610) 425-3404
                                  (Name and Address of Agent for Service)


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

It is proposed that this filing will become effective:

 		              60 days after filing pursuant to paragraph (b)(1) of Rule 485
  X   on August 22, 2008 pursuant to paragraph (b)(1) of Rule 485

If appropriate, check the following box:

  		    this post-effective amendment designates a new effective date for a previously
                filed post-effective amendment.

Title of Securities Being Registered: Group and Individual Deferred Variable Annuity Contract

                                                            PARTS A AND B

The Prospectus and the Statement of Additional Information each dated April 28, 2008 are
incorporated into Parts A and B, respectively, of this Post-Effective Amendment No. 23 by
reference to Registrant’s filing under Rule 497(c) as filed on April 29, 2008 and under Rule
497(e) as filed on June 27, 2008, June 30, 2008 and August 7, 2008.

A supplement dated August 22, 2008 to the Prospectus is included in Parts A and B of this Post-
Effective Amendment No.23.

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

ING Rollover ChoiceSM Variable Annuity Contracts

Supplement dated August 22, 2008 to the Contract Prospectus dated April 28, 2008, as amended

The following information updates and amends certain information contained in your variable annuity Contract
Prospectus dated April 28, 2008 and replaces the supplement dated August 7, 2008. Please read it carefully and keep it
with your current Contract Prospectus for future reference.

1.      Effective for all contracts issued September 8, 2008 or later, the following funds will be designated as Covered
Funds for purposes of calculating the MGIB Benefit Base under the Minimum Guaranteed Income Benefit (MGIB)
rider, and for purposes of calculating the 5% Rollup Death Benefit:
 
ING Solution Income Portfolio
ING VP Intermediate Bond Portfolio
PIMCO VIT Real Return Portfolio
 
Accordingly, all amounts invested in these funds through contracts issued on or after September 8, 2008 will be
treated as Covered Funds for the purposes noted above. Amounts invested in these funds through contracts issued
prior to September 8, 2008 will continue to be treated as Special Funds for these purposes.

2. Effective September 26, 2008, the following funds will be designated as Covered Funds for purposes of calculating
the MGIB Benefit Base under the Minimum Guaranteed Income Benefit (MGIB) rider, and for purposes of
calculating the 5% Rollup Death Benefit:

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

Accordingly, all amounts invested in these funds on or after September 26, 2008 will be treated as Covered Funds
for the purposes noted above.

3. Effective September 8, 2008, the ING OpCap Balanced Value Portfolio (S Class) will be closed for further
investment. Please see page 19 in your Contract Prospectus for further information regarding allocation of
subsequent premium.

4.       Effective September 8, 2008, the ING Focus 5 Portfolio (Class S) will be made available for investment under the
contract and classified as an Other Fund for purposes of the ING LifePay Minimum Guaranteed Withdrawal
Benefit (“MGWB”) rider, the ING LifePay Plus MGWB rider, the ING Joint LifePay MGWB rider, and the ING
Joint LifePay Plus MGWB rider. The portfolio will be classified as a Covered Fund for purposes of calculating the
MGIB Benefit Base under the Minimum Guaranteed Income Benefit (MGIB) rider, and for purposes of calculating
the 5% Rollup Death Benefit.

5.       The following information is added to Appendix B – The Funds in the Contract Prospectus:

   Fund Name    Investment
   Adviser/Subadviser		    Investment Objective(s)
   ING Investors Trust – ING
        Focus 5 Portfolio		    Directed Services, LLC

   Subadviser: ING
   Investment
   Management Co.		    Seeks total return through capital
   appreciation and dividend income.

6.        The minimum and maximum Total Annual Fund Operating Expenses shown in the Contract Prospectus will not
change with the addition of ING Focus 5 Portfolio. Therefore, there is no change to the hypothetical examples
shown in the Contract Prospectus.

 




X.70600-08D                                                       August 2008

SEPARATE ACCOUNT B
PART C - OTHER INFORMATION

Item 24. Financial Statements and Exhibits
Financial Statements:
       (a)(1)   Incorporated by reference in Part A:
    Condensed Financial Information
           (2)   Incorporated by reference in Part B:
    Financial Statements of Separate Account B:
    -   Report of Independent Registered Public Accounting Firm
    -   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:
    -   Report of Independent Registered Public Accounting Firm
    -   Statements of Operations for the years ended December 31, 2007, 2006 and
        2005
    -   Balance Sheets as of December 31, 2007 and 2006
    -   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

             
            (b) Exhibits
(1)       Resolution of the Board of Directors of ING USA Annuity and Life
      Insurance Company authorizing the establishment of the Registrant •
      Incorporated by reference to the Initial Registration Statement on Form N-4
      for Separate Account B filed with the Securities and Exchange Commission
      on October 1, 2001 (File Nos. 333-70600; 811-5626).
(2)       Not applicable
(3.1)       Amendment to and Restatement of the Distribution Agreement between ING
      USA and Directed Services, Inc. effective January 1, 2004 • Incorporated
      herein by reference to Post-Effective Amendment No. 2 to a Registration
      Statement on Form N-4 for ING USA Annuity and Life Insurance Company
      Separate Account B filed with the Securities and Exchange Commission on
      April 9, 2004 (File Nos. 333-90516, 811-5626).
(3.2)       Master Selling Agreement • Incorporated by reference to Registration
      Statement on Form N-4 for Separate Account B filed with the Securities and
      Exchange Commission on May 12, 2006 (File Nos. 333-70600; 811-5626).

  (4.1)   Variable Annuity Group Master Contract (GA-MA-1102) • Incorporated by
      reference to Pre-Effective Amendment No. 1 to the Registration Statement
      on Form N-4 for Separate Account B filed with the Securities and Exchange
      Commission on December 11, 2001 (File Nos. 333-70600; 811-5626).
  (4.2)   Variable Annuity Contract (GA-IA-1102) • Incorporated by reference to
      Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4
      for Separate Account B filed with the Securities and Exchange Commission
      on December 11, 2001 (File No. 333-70600).
  (4.3)   Variable Annuity Certificate (GA-CA1102) • Incorporated by reference to
      Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4
      for Separate Account B filed with the Securities and Exchange Commission
      on December 11, 2001 (File No. 333-70600).
  (4.4)   GET Fund Rider (GA-RA-1085) • Incorporated by reference to Pre-
      Effective Amendment No. 1 to the Registration Statement on Form N-4 for
      Separate Account B filed with the Securities and Exchange Commission on
      December 11, 2001 (File No. 333-70600).
  (4.5)   Section 72 Rider • Incorporated by reference to Pre-Effective Amendment
      No. 1 to the Registration Statement on Form N-4 for Separate Account B
      filed with the Securities and Exchange Commission on December 11, 2001
      (File No. 333-70600).
  (4.6)   Waiver of Surrender Charge Rider • Incorporated by reference to Pre-
      Effective Amendment No. 1 to the Registration Statement on Form N-4 for
      Separate Account B filed with the Securities and Exchange Commission on
      December 11, 2001 (File No. 333-70600).
  (4.7)   Simple Retirement Account Rider • Incorporated herein by reference to
      Post-Effective Amendment No. 34 to a Registration Statement on Form N-4
      for Golden American Life Insurance Company Separate Account B filed
      with the Securities and Exchange Commission on April 15, 2003 (File No.
      033-23351).
  (4.8)   403(b) Rider • Incorporated herein by reference to Post-Effective
      Amendment No. 34 to a Registration Statement on Form N-4 for Golden
      American Life Insurance Company Separate Account B filed with the
      Securities and Exchange Commission on April 15, 2003 (File No. 033-
      23351).
  (4.9)   Individual Retirement Annuity Rider • Incorporated herein by reference to
      Post-Effective Amendment No. 34 to a Registration Statement on Form N-4
      for Golden American Life Insurance Company Separate Account B filed
      with the Securities and Exchange Commission on April 15, 2003 (File No.
      033-23351).

  (4.10)   ROTH Individual Retirement Annuity Rider • Incorporated herein by
      reference to Post-Effective Amendment No. 34 to a Registration Statement
      on Form N-4 for Golden American Life Insurance Company Separate
      Account B filed with the Securities and Exchange Commission on April 15,
      2003 (File No. 033-23351).
  (4.11)   Death Benefit Option Package Endorsement (GA-RA-1117) • Incorporated
      herein by reference to Post-Effective Amendment No. 4 to a Registration
      Statement on Form N-4 for Golden American Life Insurance Company
      Separate Account B filed with the Securities and Exchange Commission on
      August 1, 2003 (File No. 333-70600).
  (4.12)   Company Address and Name Change Endorsement • Incorporated herein by
      reference to Post-Effective Amendment No. 25 to a Registration Statement
      on Form N-4 for ING USA Annuity and Life Insurance Company Separate
      Account B filed with the Securities and Exchange Commission on February
      13, 2004 (File No. 333-28679).
  (4.13)   Minimum Guaranteed Withdrawal Benefit Rider with Reset Option (ING
      Life Pay) (IU-RA-3023) • Incorporated by reference to Post-Effective
      Amendment No. 15 to Registration Statement on Form N-4 for Separate
      Account B filed with the Securities and Exchange Commission on July 20,
      2006 (File No. 333-70600).
  (4.14)   Sample Schedule Page Entries for Minimum Guaranteed Withdrawal Benefit
      Rider with Reset (Life Pay) (IU-RA-3023) • Incorporated by reference to
      Post-Effective Amendment No. 15 to Registration Statement on Form N-4
      for Separate Account B filed with the Securities and Exchange Commission
      on July 20, 2006 (File No. 333-70600).
  (4.15)   Minimum Guaranteed Withdrawal Benefit Rider with Reset Option (ING
      Joint Life Pay) (IU-RA-3029) • Incorporated by reference to Post-Effective
      Amendment No. 15 to Registration Statement on Form N-4 for Separate
      Account B filed with the Securities and Exchange Commission on July 20,
      2006 (File No. 333-70600).
  (4.16)   Minimum Guaranteed Withdrawal Benefit Rider with Automatic Reset (ING
      Joint Life Pay) (IU-RA-3061) • Incorporated by reference to Post-Effective
      Amendment No. 20 to Registration Statement on Form N-4 for Separate
      Account B filed with the Securities and Exchange Commission on August
      15, 2007 (File No. 333-70600).
  (4.17)   Minimum Guaranteed Withdrawal Benefit Rider with Automatic Reset (Life
Pay) (IU-RA-3062) • Incorporated by reference to Post-Effective
      Amendment No. 20 to Registration Statement on Form N-4 for Separate
      Account B filed with the Securities and Exchange Commission on August
      15, 2007 (File No. 333-70600).

  (4.18)   Variable Annuity Application (GA-CDF-1105(08/07)) • Incorporated by
      reference to Post-Effective Amendment No. 20 to Registration Statement on
      Form N-4 for Separate Account B filed with the Securities and Exchange
      Commission on August 15, 2007 (File No. 333-70600).
  (5)   Variable Annuity Application (GA-CDF-1105(08/06)) • Incorporated by
      reference to Post-Effective Amendment No. 16 to Registration Statement on
      Form N-4 for Separate Account B filed with the Securities and Exchange
      Commission on August 3, 2006 (File No. 333-70600).
  (6.1)   Restated Articles of Incorporation Providing for the Redomestication of
      Golden American Life Insurance Company dated July 2 and 3, 2003,
      effective January 1, 2004 • Incorporated by reference to Company's 10-K, as
      filed with the SEC on March 29, 2004 (File No. 033-87270).
  (6.2)   Amendment to Articles of Incorporation Providing for the Name Change of
      Golden American Life Insurance Company dated November 20, 2003,
      effective January 1, 2004 • Incorporated by reference to the Company's 10-
K, as filed with the SEC on March 29, 2004 (File No. 033-87270).
  (6.3)   Amendment to Articles of Incorporation Providing for the Change in Purpose
      and Powers of ING USA Annuity and Life Insurance Company dated
      March 3 and 4, 2004, effective March 11, 2004 • Incorporated by reference
      to the Company's 10-Q, as filed with the SEC on May 17, 2004 (File No.
      033-87270).
  (6.4)   Amended and Restated By-Laws of ING USA Annuity and Life Insurance
Company, effective January 1, 2005 • Incorporated by reference to
Registrant’s Form 10-K as filed with the Securities and Exchange
      Commission on May 13, 2005 (File No. 33-87270).
  (6.5)   Resolution of the Board of Directors for Powers of Attorney, dated
      (04/23/99) • Incorporated by reference to Post-Effective Amendment No. 3
to a Registration Statement on Form N-4 for Golden American Life
      Insurance Separate Account B filed with the Securities and Exchange
      Commission on April 23, 1999 (File No. 333-28679).
  (7)   Not applicable
  (8.1)   Fund Participation Agreement dated February 1, 1994 and amended on
      December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996 and
      March 1, 1996 between Aetna Life Insurance and Annuity Company,
      Variable Insurance Products Fund and Fidelity Distributors Corporation •
Incorporated by reference to Post-Effective Amendment No. 12 to
      Registration Statement on Form N-4 (File No. 033-75964), as filed on
      February 11, 1997.

  (8.2)   Fifth Amendment dated as of May 1, 1997 to the Fund Participation
      Agreement dated February 1, 1994 and amended on December 15, 1994,
      February 1, 1995, May 1, 1995, January 1, 1996 and March 1, 1996 between
      Aetna Life Insurance and Annuity Company, Variable Insurance Products
      Fund and Fidelity Distributors Corporation • Incorporated by reference to
      Post-Effective Amendment No. 30 to Registration Statement on Form N-4
      (File No. 033-34370), as filed on September 29, 1997.
  (8.3)   Sixth Amendment dated as of November 6, 1997 to the Fund Participation
      Agreement dated February 1, 1994 and amended on December 15, 1994,
      February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996 and May 1,
      1997 between Aetna Life Insurance and Annuity Company, Variable
  Insurance Products Fund and Fidelity Distributors Corporation •
  Incorporated by reference to Post-Effective Amendment No. 16 to
      Registration Statement on Form N-4 (File No. 033-75964), as filed on
      February 9, 1998.
  (8.4)   Seventh Amendment dated as of May 1, 1998 to the Fund Participation
      Agreement dated February 1, 1994 and amended on December 15, 1994,
      February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996, May 1,
      1997 and November 6, 1997 between Aetna Life Insurance and Annuity
      Company, Variable Insurance Products Fund and Fidelity Distributors
      Corporation • Incorporated by reference to Registration Statement on Form
      N-4 (File No. 333-56297), as filed on June 8, 1998.
  (8.5)   Eighth Amendment dated as of December 1, 1999 to the Fund Participation
      Agreement dated February 1, 1994 and amended on December 15, 1994,
      February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996, May 1,
      1997, November 6, 1997 and May 1, 1998 between Aetna Life Insurance and
  Annuity Company, Variable Insurance Products Fund and Fidelity
      Distributors Corporation • Incorporated by reference to Post-Effective
      Amendment No. 19 to Registration Statement on Form N-4 (File No. 333-
      01107), as filed on February 16, 2000.
  (8.6)   Ninth Amendment dated as of August 15, 2007 to the Fund Participation
      Agreement dated February 1, 1994 and amended on December 15, 1994,
      February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996, May 1,
      1997, November 6, 1997 and May 1, 1998 between ING Life Insurance and
      Annuity Company (formerly known as Aetna Life Insurance and Annuity
      Company), Variable Insurance Products Fund and Fidelity Distributors
      Corporation • Incorporated by reference to Post-Effective Amendment No.
      46 to Registration Statement on Form N-4 (File No. 333-01107), as filed on
      February 15, 2008.

  (8.7)   Fund Participation Agreement dated February 1, 1994 and amended on
      December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996 and
      March 1, 1996 between Aetna Life Insurance and Annuity Company,
      Variable Insurance Products Fund II and Fidelity Distributors Corporation •
    Incorporated by reference to Post-Effective Amendment No. 12 to 
      Registration Statement on Form N-4 (File No. 033-75964), as filed on
      February 11, 1997.
  (8.8)   Fifth Amendment dated as of May 1, 1997 to the Fund Participation
      Agreement dated February 1, 1994 and amended on December 15, 1994,
      February 1, 1995, May 1, 1995, January 1, 1996 and March 1, 1996 between
      Aetna Life Insurance and Annuity Company, Variable Insurance Products
      Fund II and Fidelity Distributors Corporation • Incorporated by reference to
      Post-Effective Amendment No. 30 to Registration Statement on Form N-4
      (File No. 033-34370), as filed on September 29, 1997.
  (8.9)   Sixth Amendment dated as of January 20, 1998 to the Fund Participation
      Agreement dated February 1, 1994 and amended on December 15, 1994,
      February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996 and May 1,
      1997 between Aetna Life Insurance and Annuity Company, Variable
    Insurance Products Fund II and Fidelity Distributors Corporation • 
  Incorporated by reference to Post-Effective Amendment No. 7 to  
      Registration Statement on Form S-6 (File No. 033-75248), as filed on
      February 24, 1998.
  (8.10)   Seventh Amendment dated as of May 1, 1998 to the Fund Participation
      Agreement dated February 1, 1994 and amended on December 15, 1994,
      February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996, May 1,
      1997 and January 20, 1998 between Aetna Life Insurance and Annuity
      Company, Variable Insurance Products Fund II and Fidelity Distributors
      Corporation • Incorporated by reference to Registration Statement on Form
      N-4 (File No. 333-56297), as filed on June 8, 1998.
  (8.11)   Eighth Amendment dated December 1, 1999 to Fund Participation
      Agreement dated February 1, 1994 and amended on December 15, 1994,
      February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996, May 1,
      1997, January 20, 1998 and May 1, 1998 between Aetna Life Insurance and
      Annuity Company, Variable Insurance Products Fund II and Fidelity
      Distributors Corporation • Incorporated by reference to Post-Effective
      Amendment No. 19 to Registration Statement on Form N-4 (File No. 333-
      01107), as filed on February 16, 2000.

  (8.12)   Ninth Amendment dated as of August 15, 2007 to the Fund Participation
      Agreement dated February 1, 1994 and amended on December 15, 1994,
      February 1, 1995, May 1, 1995, January 1, 1996, March 1, 1996, May 1,
      1997, January 20, 1998 and May 1, 1998 between ING Life Insurance and
      Annuity Company (formerly known as Aetna Life Insurance and Annuity
      Company), Variable Insurance Products Fund II and Fidelity Distributors
      Corporation • Incorporated by reference to Post-Effective Amendment No.
      46 to Registration Statement on Form N-4 (File No. 333-01107), as filed on
      February 15, 2008.
  (8.13)   Letter Agreement dated May 16, 2007 between Reliastar Life Insurance
Company of New York, Fidelity Distributors Corporation, Variable
      Insurance Products Fund, Variable Insurance Products Fund II and Variable
      Insurance Products Fund V • Incorporated by reference to Pre-Effective
      Amendment No. 2 to Registration Statement on Form N-4 (File No. 333-
      139695), as filed on September 5, 2007.
  (8.14)   Service Agreement effective as of June 1, 2002 by and between Fidelity
      Investments Institutional Operations Company, Inc. and ING Financial
      Advisers, LLC • Incorporated by reference to Post-Effective Amendment
      No. 33 to Registration Statement on Form N-4 (File No. 033-75988), as filed
      on August 5, 2004.
  (8.15)   Service Contract effective as of June 1, 2002 and amended on June 20, 2003
      by and between Directed Services, Inc., ING Financial Advisers, LLC, and
      Fidelity Distributors Corporation • Incorporated by reference to Post-
      Effective Amendment No. 33 to Registration Statement on Form N-4 (File
      No. 033-75988), as filed on August 5, 2004.
  (8.16)   First Amendment effective April 1, 2005 to Service Contract between
      Fidelity Distributors Corporation and ING Financial Advisers, Inc. dated
      June 1, 2002 and amended on June 20, 2003 • Incorporated by reference to
      Post-Effective Amendment No. 47 to Registration Statement on Form N-4
      (File No. 033-75962), as filed on November 21, 2006.
  (8.17)   Second Amendment effective April 1, 2006 to Service Contract between
      Fidelity Distributors Corporation and ING Financial Advisers, Inc. dated
June 1, 2002 and amended on June 20, 2003 and April 1, 2005 •
Incorporated by reference to Post-Effective Amendment No. 47 to
      Registration Statement on Form N-4 (File No. 033-75962), as filed on
      November 21, 2006.

  (8.18)   Rule 22c-2 Agreement dated no later than April 16, 2007 and is effective as
      of October 16, 2007 between Fidelity Distributors Corporation, ING Life
      Insurance and Annuity Company, ING National Trust, ING USA Annuity
      and Life Insurance Company, ReliaStar Life Insurance Company, ReliaStar
      Life Insurance Company of New York, Security Life of Denver Insurance
      Company and Systematized Benefits Administrators Inc. • Incorporated by
      reference to Post-Effective Amendment No. 50 to Registration Statement on
      Form N-4 (File No. 033-75962), as filed on June 15, 2007.
  (8.19)   Amended and Restated Participation Agreement as of December 30, 2005 by
  and among Franklin Templeton Variable Insurance Products Trust,
      Franklin/Templeton Distributors, Inc., ING Life Insurance and Annuity
      Company, ING USA Annuity and Life Insurance Company, ReliaStar Life
      Insurance Company, ReliaStar Life Insurance Company of New York and
      Directed Services, Inc. • Incorporated by reference to Post-Effective
      Amendment No. 17 to Registration Statement on Form N-4 (File No. 333-
      85618), as filed on February 1, 2007.
  (8.20)   Amendment effective June 5, 2007 to Amended and Restated Participation
      Agreement as of December 30, 2005 by and among Franklin Templeton
      Variable Insurance Products Trust, Franklin/Templeton Distributors, Inc.,
      ING Life Insurance and Annuity Company, ING USA Annuity and Life
      Insurance Company, ReliaStar Life Insurance Company, ReliaStar Life
  Insurance Company of New York and Directed Services, LLC •
      Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
      Statement on Form N-4 (File No. 333-139695), as filed on July 6, 2007.
  (8.21)   Amended and Restated Administrative Services Agreement executed as of
      October 3, 2005 between Franklin Templeton Services, LLC, ING Life
      Insurance and Annuity Company, ING Insurance Company of America, ING
      USA Annuity and Life Insurance Company and ReliaStar Life Insurance
      Company • Incorporated by reference to Post-Effective Amendment No. 32
      to Registration Statement on Form N-4 (File No. 033-81216), as filed on
      April 11, 2006.
  (8.22)   Rule 22c-2 Shareholder Information Agreement (Franklin Templeton
      Variable Insurance Products Trust) entered into as of April 16, 2007 among
      Franklin/Templeton Distributors, Inc., ING Life Insurance and Annuity
      Company, ING USA Annuity and Life Insurance Company, ReliaStar Life
      Insurance Company and ReliaStar Life Insurance Company of New York •
  Incorporated by reference to Post-Effective Amendment No. 50 to
      Registration Statement on Form N-4 (File No. 033-75962), as filed on June
      15, 2007.

  (8.23)   Participation Agreement dated April 30, 2003 among ING Life Insurance
      and Annuity Company, The GCG Trust (renamed effective May 1, 2003,
      ING Investors Trust) and Directed Services, Inc. • Incorporated by reference
      to Post-Effective Amendment No. 54 to Registration Statement on Form N-
      1A (File No. 033-23512), as filed on August 1, 2003.
  (8.24)   Amendment dated October 9, 2006 to the Participation Agreement dated
      April 30, 2003 among ING Life Insurance and Annuity Company, ING
      Investors Trust and Directed Services, Inc. • Incorporated by reference to
      Post-Effective Amendment No. 47 to Registration Statement on Form N-4
      (File No. 033-75962), as filed on November 21, 2006.
  (8.25)   Second Amended and Restated Fund Participation Agreement dated
      September 2, 2003 as amended and restated on May 17, 2004 and further
      amended and restated on January 1, 2007 among ING USA Annuity and Life
      Insurance Company, ReliaStar Life Insurance Company of New York, ING
      Investors Trust, ING Investments, LLC, ING Funds and Distributors, LLC,
      American Funds Insurance Series and Capital Research and Management
      Company • Incorporated by reference to Pre-Effective Amendment No. 1 to
      Registration Statement on Form N-4 (File No. 333-139695), as filed on July
      6, 2007.
  (8.26)   Participation Agreement dated as of November 28, 2001 among Portfolio
      Partners, Inc., Aetna Life Insurance and Annuity Company and Aetna
      Investment Services, LLC • Incorporated by reference to Post-Effective
      Amendment No. 30 to Registration Statement on Form N-4 (File No. 033-
      75962), as filed on April 8, 2002.
  (8.27)   Amendment dated March 5, 2002 between Portfolio Partners, Inc. (to be
      renamed ING Partners, Inc. effective May 1, 2002), Aetna Life Insurance
      and Annuity Company (to be renamed ING Life Insurance and Annuity
      Company effective May 1, 2002) and Aetna Investment Services, LLC (to be
      renamed ING Financial Advisers, LLC) to Participation Agreement dated
November 28, 2001 • Incorporated by reference to Post-Effective
      Amendment No. 30 to Registration Statement on Form N-4 (File No. 033-
      75962), as filed on April 8, 2002.
  (8.28)   Amendment dated May 1, 2003 between ING Partners, Inc., ING Life
      Insurance and Annuity Company and ING Financial Advisers, LLC to the
      Participation Agreement dated as of November 28, 2001 and subsequently
      amended on March 5, 2002 • Incorporated by reference to Post-Effective
      Amendment No. 28 to Registration Statement on Form N-4 (File No. 033-
      75988), as filed on April 10, 2003.

  (8.29)   Amendment dated November 1, 2004 to the Participation Agreement
      between ING Partners, Inc., ING Life Insurance and Annuity Company and
  ING Financial Advisers, LLC dated as of November 28, 2001 and
      subsequently amended on March 5, 2002 and May 1, 2003 • Incorporated by
      reference to Post-Effective Amendment No. 20 to Registration Statement on
      Form N-1A (File No. 333-32575), as filed on April 1, 2005.
  (8.30)   Amendment dated April 29, 2005 to the Participation Agreement between
      ING Partners, Inc., ING Life Insurance and Annuity Company and ING
      Financial Advisers, LLC dated as of November 28, 2001 and subsequently
  amended on March 5, 2002, May 1, 2003 and November 1, 2004 •
  Incorporated by reference to Post-Effective Amendment No. 32 to
      Registration Statement on Form N-4 (File No. 033-81216), as filed on April
      11, 2006.
  (8.31)   Amendment dated August 31, 2005 to the Participation Agreement between
      ING Partners, Inc., ING Life Insurance and Annuity Company and ING
      Financial Advisers, LLC dated November 28, 2001 and subsequently
      amended on March 5, 2002, May 1, 2003, November 1, 2004 and April 29,
      2005 • Incorporated by reference to Post-Effective Amendment No. 32 to
      Registration Statement on Form N-4 (File No. 033-81216), as filed on April
      11, 2006.
  (8.32)   Amendment dated December 7, 2005 to the Participation Agreement
      between ING Partners, Inc., ING Life Insurance and Annuity Company and
  ING Financial Advisers, LLC dated as of November 28, 2001 and
      subsequently amended on March 5, 2002, May 1, 2003, November 1, 2004,
      April 29, 2005, and August 31, 2005 • Incorporated by reference to Post-
      Effective Amendment No. 32 to Registration Statement on Form N-4 (File
      No. 033-81216), as filed on April 11, 2006.
  (8.33)   Amendment dated April 28, 2006 to the Participation Agreement between
      ING Partners, Inc., ING Life Insurance and Annuity Company and ING
      Financial Advisers, LLC dated as of November 28, 2001 and subsequently
      amended on March 5, 2002, May 1, 2003, November 1, 2004, April 29,
      2005, August 31, 2005 and December 7, 2005 • Incorporated by reference to
      Registration Statement on Form N-4 (File No. 333-134760), as filed on June
      6, 2006.
  (8.34)   Shareholder Servicing Agreement (Service Class Shares) dated as of
      November 27, 2001 between Portfolio Partners, Inc. and Aetna Life
      Insurance and Annuity Company • Incorporated by reference to Post-
      Effective Amendment No. 30 to Registration Statement on Form N-4 (File
      No. 033-75962), as filed on April 8, 2002.

  (8.35)   Amendment dated March 5, 2002 between Portfolio Partners, Inc. (to be
      renamed ING Partners, Inc. effective May 1, 2002) and Aetna Life Insurance
      and Annuity Company (to be renamed ING Life Insurance and Annuity
      Company effective May 1, 2002) to the Shareholder Servicing Agreement
      (Service Class Shares) dated November 27, 2001 • Incorporated by reference
      to Post-Effective Amendment No. 30 to Registration Statement on Form N-4
      (File No. 033-75962), as filed on April 8, 2002.
  (8.36)   Amendment dated May 1, 2003 to the Shareholder Servicing Agreement
      (Service Class Shares) by and between ING Partners, Inc. and ING Life
      Insurance and Annuity Company dated November 27, 2001, as amended on
      March 5, 2002 • Incorporated by reference to Post-Effective Amendment
      No. 28 to Registration Statement on Form N-4 (File No. 033-75988), as filed
      on April 10, 2003.
  (8.37)   Amendment dated November 1, 2004 to the Shareholder Servicing
      Agreement (Service Class Shares) by and between ING Partners, Inc. and
      ING Life Insurance and Annuity Company dated November 27, 2001, as
      amended on March 5, 2002 and May 1, 2003 • Incorporated by reference to
      Initial Registration Statement on Form N-4 (File No. 333-134760), as filed
      on June 6, 2006.
  (8.38)   Amendment dated April 29, 2005 to the Shareholder Servicing Agreement
      (Service Class Shares) by and between ING Partners, Inc. and ING Life
      Insurance and Annuity Company dated November 27, 2001, and amended
      on March 5, 2002, May 1, 2003 and November 1, 2004 • Incorporated by
      reference to Post-Effective Amendment No. 32 to Registration Statement on
      Form N-4 (File No. 033-81216), as filed on April 11, 2006.
  (8.39)   Amendment dated December 7, 2005 to the Shareholder Servicing
      Agreement (Service Class Shares) by and between ING Partners, Inc. and
      ING Life Insurance and Annuity Company dated November 27, 2001, and
      amended on March 5, 2002, May 1, 2003, November 1, 2004 and April 29,
      2005 • Incorporated by reference to Initial Registration Statement on Form
      N-4 (File No. 333-134760), as filed on June 6, 2006.
  (8.40)   Amendment dated April 28, 2006 to the Shareholder Servicing Agreement
      (Service Class Shares) by and between ING Partners, Inc. and ING Life
      Insurance and Annuity Company dated November 27, 2001, and amended on
      March 5, 2002, May 1, 2003, November 1, 2004, April 29, 2005 and
      December 7, 2005 • Incorporated by reference to Registration Statement on
      Form N-4 (File No. 333-134760), as filed on June 6, 2006.

  (8.41)   Fund Participation Agreement dated as of May 1, 1998 by and among Aetna
      Life Insurance and Annuity Company and Aetna Variable Fund, Aetna
      Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc.,
      Aetna GET Fund on behalf of each of its series, Aetna Generation Portfolios,
      Inc. on behalf of each of its series, Aetna Variable Portfolios, Inc. on behalf
      of each of its series and Aeltus Investment Management, Inc. • Incorporated
      by reference to Registration Statement on Form N-4 (File No. 333-56297), as
      filed on June 8, 1998.
  (8.42)   Amendment dated November 9, 1998 to Fund Participation Agreement dated
as of May 1, 1998 by and among Aetna Life Insurance and Annuity
      Company and Aetna Variable Fund, Aetna Variable Encore Fund, Aetna
      Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each
      of its series, Aetna Generation Portfolios, Inc. on behalf of each of its series,
      Aetna Variable Portfolios, Inc. on behalf of each of its series and Aeltus
      Investment Management, Inc. • Incorporated by reference to Post-Effective
      Amendment No. 2 to Registration Statement on Form N-4 (File No. 333-
      56297), as filed on December 14, 1998.
  (8.43)   Second Amendment dated December 31, 1999 to Fund Participation
      Agreement dated as of May 1, 1998 and amended on November 9, 1998 by
      and among Aetna Life Insurance and Annuity Company and Aetna Variable
      Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced
      VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation
      Portfolios, Inc. on behalf of each of its series, Aetna Variable Portfolios, Inc.
      on behalf of each of its series and Aeltus Investment Management, Inc. •
Incorporated by reference to Post-Effective Amendment No. 19 to
      Registration Statement on Form N-4 (File No. 333-01107), as filed on
      February 16, 2000.
  (8.44)   Third Amendment dated February 11, 2000 to Fund Participation Agreement
      dated as of May 1, 1998 and amended on November 9, 1998 and December
      31, 1999 by and among Aetna Life Insurance and Annuity Company and
      Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares,
      Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its series,
      Aetna Generation Portfolios, Inc. on behalf of each of its series, Aetna
      Variable Portfolios, Inc. on behalf of each of its series and Aeltus Investment
      Management, Inc. • Incorporated by reference to Post-Effective Amendment
      No. 20 to Registration Statement on Form N-4 (File No. 333-01107), as filed
      on April 4, 2000.

  (8.45)   Fourth Amendment dated May 1, 2000 to Fund Participation Agreement
      dated as of May 1, 1998 and amended on November 9, 1998, December 31,
      1999 and February 11, 2000 by and among Aetna Life Insurance and
      Annuity Company and Aetna Variable Fund, Aetna Variable Encore Fund,
      Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf
      of each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its
      series, Aetna Variable Portfolios, Inc. on behalf of each of its series and
      Aeltus Investment Management, Inc. • Incorporated by reference to Post-
      Effective Amendment No. 20 to Registration Statement on Form N-4 (File
      No. 333-01107), as filed on April 4, 2000.
  (8.46)   Fifth Amendment dated February 27, 2001 to Fund Participation Agreement
      dated as of May 1, 1998 and amended on November 9, 1998, December 31,
      1999, February 11, 2000 and May 1, 2000 by and among Aetna Life
      Insurance and Annuity Company and Aetna Variable Fund, Aetna Variable
      Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET
      Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on
      behalf of each of its series, Aetna Variable Portfolios, Inc. on behalf of each
      of its series and Aeltus Investment Management, Inc. • Incorporated by
      reference to Post-Effective Amendment No. 24 to Registration Statement on
      Form N-4 (File No. 333-01107), as filed on April 13, 2001.
  (8.47)   Sixth Amendment dated June 19, 2001 to Fund Participation Agreement
      dated as of May 1, 1998 and amended on November 9, 1998, December 31,
      1999, February 11, 2000, May 1, 2000 and February 27, 2001 among Aetna
      Life Insurance and Annuity Company, Aeltus Investment Management, Inc.
      and Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income
      Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its
      series, Aetna Generation Portfolios, Inc. on behalf of each of its series and
      Aetna Variable Portfolios, Inc. on behalf of each of its series • Incorporated
      by reference to Post-Effective Amendment No. 32 to Registration Statement
      on Form N-4 (File No. 033-75988), as filed on April 13, 2004.
  (8.48)   Service Agreement effective as of May 1, 1998 between Aeltus Investment
      Management, Inc. and Aetna Life Insurance and Annuity Company in
      connection with the sale of shares of Aetna Variable Fund, Aetna Variable
      Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET
      Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on
      behalf of each of its series and Aetna Variable Portfolios, Inc. on behalf of
      each of its series • Incorporated by reference to Registration Statement on
      Form N-4 (File No. 333-56297), as filed on June 8, 1998.

  (8.49)   Amendment dated November 4, 1998 and effective as of October 15, 1998 to
      Service Agreement effective as of May 1, 1998 between Aeltus Investment
      Management, Inc. and Aetna Life Insurance and Annuity Company in
      connection with the sale of shares of Aetna Variable Fund, Aetna Variable
      Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET
      Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on
      behalf of each of its series and Aetna Variable Portfolios, Inc. on behalf of
      each of its series • Incorporated by reference to Post-Effective Amendment
      No. 2 to Registration Statement on Form N-4 (File No. 333-56297), as filed
      on December 14, 1998.
  (8.50)   Second Amendment dated February 11, 2000 to Service Agreement effective
      as of May 1, 1998 and amended on November 4, 1998 between Aeltus
      Investment Management, Inc. and Aetna Life Insurance and Annuity
      Company in connection with the sale of shares of Aetna Variable Fund,
      Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced VP,
      Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation
      Portfolios, Inc. on behalf of each of its series and Aetna Variable Portfolios,
      Inc. on behalf of each of its series • Incorporated by reference to Post-
      Effective Amendment No. 20 to Registration Statement on Form N-4 (File
      No. 333-01107), as filed on April 4, 2000.
  (8.51)   Third Amendment dated May 1, 2000 to Service Agreement effective as of
      May 1, 1998 and amended on November 4, 1998 and February 11, 2000
      between Aeltus Investment Management, Inc. and Aetna Life Insurance and
      Annuity Company in connection with the sale of shares of Aetna Variable
      Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced
      VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation
      Portfolios, Inc. on behalf of each of its series and Aetna Variable Portfolios,
      Inc. on behalf of each of its series • Incorporated by reference to Post-
      Effective Amendment No. 20 to Registration Statement on Form N-4 (File
      No. 333-01107), as filed on April 4, 2000.
  (8.52)   Fourth Amendment dated as of June 26, 2001 to Service Agreement with
      Investment Advisor effective as of May 1, 1998, as amended on November
      4, 1998, February 11, 2000 and May 1, 2000 between Aeltus Investment
      Management, Inc. and Aetna Life Insurance and Annuity Company in
      connection with the sale of shares of Aetna Variable Fund, Aetna Variable
      Encore Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET
      Fund on behalf of each of its series, Aetna Generation Portfolios, Inc. on
      behalf of each of its series and Aetna Variable Portfolios, Inc. on behalf of
      each of its series • Incorporated by reference to Post-Effective Amendment
      No. 32 to Registration Statement on Form N-4 (File No. 033-75988), as filed
      on April 13, 2004.

  (8.53)   Fund Participation Agreement dated as of May 1, 2001 among Pilgrim
      Variable Products Trust, Aetna Life Insurance and Annuity Company and
      ING Pilgrim Securities, Inc. • Incorporated by reference to Post-Effective
      Amendment No. 26 to Registration Statement on Form N-4 (File No. 333-
      01107), as filed on July 13, 2001.
  (8.54)   Amendment dated August 30, 2002 between ING Life Insurance and
      Annuity Company, ING Variable Products Trust (formerly known as Pilgrim
      Variable Products Trust) and ING Funds Distributor to Fund Participation
      Agreement dated May 1, 2001 • Incorporated by reference to Post-Effective
      Amendment No. 28 to Registration Statement on Form N-4 (File No. 033-
      75988), as filed on April 10, 2003.
  (8.55)   Administrative and Shareholder Services Agreement dated April 1, 2001
      between ING Funds Services, LLC and ING Life Insurance and Annuity
      Company (Administrator for ING Variable Products Trust) • Incorporated
      by reference to Post-Effective Amendment No. 28 to Registration Statement
      on Form N-4 (File No. 033-75988), as filed on April 10, 2003.
  (8.56)   Rule 22c-2 Agreement dated no later than April 16, 2007 is effective
      October 16, 2007 between ING Funds Services, LLC, ING Life Insurance
      and Annuity Company, ING National Trust, ING USA Annuity and Life
      Insurance Company, ReliaStar Life Insurance Company, ReliaStar Life
      Insurance Company of New York, Security Life of Denver Insurance
      Company and Systematized Benefits Administrators Inc. • Incorporated by
      reference to Post-Effective Amendment No. 50 to Registration Statement on
      Form N-4 (File No. 033-75962), as filed on June 15, 2007.
  (8.57)   Fund Participation Agreement dated March 11, 1997 between Aetna Life
      Insurance and Annuity Company, Oppenheimer Variable Annuity Account
      Funds and OppenheimerFunds, Inc. • Incorporated by reference to Post-
      Effective Amendment No. 27 to Registration Statement on Form N-4 (File
      No. 033-34370), as filed on April 16, 1997.
  (8.58)   First Amendment dated December 1, 1999 to Fund Participation Agreement
      between Aetna Life Insurance and Annuity Company, Oppenheimer
      Variable Annuity Account Funds and OppenheimerFunds, Inc. dated March
      11, 1997 • Incorporated by reference to Post-Effective Amendment No. 19
      to Registration Statement on Form N-4 (File No. 333-01107), as filed on
      February 16, 2000.
  (8.59)   Second Amendment dated May 1, 2004 to Fund Participation Agreement
      between ING Life Insurance and Annuity Company, OppenheimerFunds,
      Inc. and Oppenheimer Variable Annuity Account Funds dated March 11,
      1997 and amended December 1, 1999 • Incorporated by reference to Post-
      Effective Amendment No. 39 to Registration Statement on Form N-4 (File
      No. 033-75988), as filed on April 10, 2007.

  (8.60)   Third Amendment dated August 15, 2007 to Fund Participation Agreement
      between ING Life Insurance and Annuity Company, OppenheimerFunds,
      Inc. and Oppenheimer Variable Annuity Account Funds dated March 11,
      1997, and amended on December 1, 1999 and May 1, 2004 • Incorporated
      by reference to Post-Effective Amendment No. 46 to Registration Statement
on Form N-4 (File No. 333-01107), as filed on February 15, 2008.
  (8.61)   Service Agreement effective as of March 11, 1997 between
      OppenheimerFunds, Inc. and Aetna Life Insurance and Annuity Company •
Incorporated by reference to Post-Effective Amendment No. 27 to
      Registration Statement on Form N-4 (File No. 033-34370), as filed on April
      16, 1997.
  (8.62)   Rule 22c-2 Agreement dated no later than April 16, 2007 and is effective as
      of October 16, 2007 between Oppenheimer Funds Services, ING Life
      Insurance and Annuity Company, ING National Trust, ING USA Annuity
      and Life Insurance Company, ReliaStar Life Insurance Company, ReliaStar
      Life Insurance Company of New York, Security Life of Denver Insurance
      Company and Systematized Benefits Administrators Inc. • Incorporated by
      reference to Pre-Effective Amendment No. 50 to Registration Statement on
      Form N-4 (File No. 033-75962), as filed on June 15, 2007.
  (8.63)   Participation Agreement dated as of May 1, 2004 among ING Life Insurance
      and Annuity Company, ReliaStar Life Insurance Company, PIMCO Variable
      Insurance Trust and PA Distributors LLC • Incorporated by reference to
      Post-Effective Amendment No. 38 to Registration Statement on Form N-4
      (File No. 333-01107), as filed on February 11, 2005.
  (8.64)   First Amendment dated August 15, 2007 to Participation Agreement by and
between ING Life Insurance and Annuity Company, ReliaStar Life
      Insurance Company, PIMCO Variable Insurance Trust and Allianz Global
      Investors Distributors LLC dated as of May 1, 2004 • Incorporated by
      reference to Post-Effective Amendment No. 51 to Registration Statement on
      Form N-4 (File No. 333-01107), as filed on May 23, 2008.
  (8.65)   Services Agreement dated as of May 1, 2004 between PIMCO Variable
      Insurance Trust (the “Trust”), ING Life Insurance and Annuity Company
      and ReliaStar Life Insurance Company • Incorporated by reference to Post-
      Effective Amendment No. 38 to Registration Statement on Form N-4 (File
      No. 333-01107), as filed on February 11, 2005.
  (8.66)   First Amendment dated August 15, 2007 to Services Agreement between
PIMCO Variable Insurance Trust, ING Life Insurance and Annuity
      Company and ReliaStar Life Insurance Company dated as of May 1, 2004 •
Incorporated by reference to Post-Effective Amendment No. 51 to
      Registration Statement on Form N-4 (File No. 333-01107), as filed on May
      23, 2008.

  (8.67)   Services Agreement effective as of May 1, 2004 between Pacific Investment
      Management Company LLC (“PIMCO”), ING Life Insurance and Annuity
Company and ReliaStar Life Insurance Company • Incorporated by
      reference to Post-Effective Amendment No. 38 to Registration Statement on
      Form N-4 (File No. 333-01107), as filed on February 11, 2005.
  (8.68)   First Amendment dated August 15, 2007 to Services Agreement between
      Pacific Investment Management Company LLC (“PIMCO”), ING Life
      Insurance and Annuity Company, ReliaStar Life Insurance Company and
      Allianz Global Investors Distributors LLC effective as of May 1, 2004 •
Incorporated by reference to Post-Effective Amendment No. 51 to
      Registration Statement on Form N-4 (File No. 333-01107), as filed on May
      23, 2008.
  (8.69)   Rule 22c-2 Agreement dated no later than April 16, 2007, is effective as of
      the 16th day of October, 2007 between Allianz Global Investors Distributors
      LLC, ING Life Insurance and Annuity Company, ING National Trust, ING
      USA Annuity and Life Insurance Company, ReliaStar Life Insurance
      Company, ReliaStar Life Insurance Company of New York, Security Life of
      Denver Insurance Company and Systematized Benefits Administrators Inc. •
      Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
      Statement on Form N-4 (File No. 333-139695), as filed on July 6, 2007.
  (8.70)   Participation Agreement made and entered into as of July 1, 2001 by and
      among Pioneer Variable Contracts Trust, Aetna Life Insurance and Annuity
      Company, Pioneer Investment Management, Inc. and Pioneer Funds
      Distributor, Inc. • Incorporated by reference to Post-Effective Amendment
      No. 27 to Registration Statement on Form N-4 (File No. 333-01107), as filed
      on October 26, 2001.
  (8.71)   Amendment No. 1 is made and entered into as of May 1, 2004 to
      Participation Agreement between Pioneer Variable Contracts Trust and ING
      Life Insurance and Annuity Company f/k/a Aetna Life Insurance and
      Annuity Company, Pioneer Investment Management, Inc. and Pioneer Funds
      Distributor, Inc. dated July 1, 2001 • Incorporated by reference to Post-
      Effective Amendment No. 40 to Registration Statement on Form N-4 (File
      No. 033- 75962), as filed on April 13, 2005.
  (8.72)   Amendment No. 2 is made and entered into as of August 15, 2007 to
      Participation Agreement between Pioneer Variable Contracts Trust, ING
      Life Insurance and Annuity Company, ReliaStar Life Insurance Company,
      ReliaStar Life Insurance Company of New York, Pioneer Investment
      Management, Inc. and Pioneer Funds Distributor, Inc. made and entered into
      as of July 1, 2001 and as amended on May 1, 2004 • Incorporated by
      reference to Post-Effective Amendment No. 2 to Registration Statement on
Form N-4 (File No. 333- 139695), as filed on December 21, 2007.

  (8.73)   Rule 22c-2 Agreement dated March 1, 2007 and is effective as of October
      16, 2007 between Pioneer Investment Management Shareholder Services,
      Inc., ING Life Insurance and Annuity Company, ING National Trust, ING
      USA Annuity and Life Insurance Company, ReliaStar Life Insurance
      Company, ReliaStar Life Insurance Company of New York, Security Life of
      Denver Insurance Company and Systematized Benefits Administrators Inc. •
Incorporated by reference to Post-Effective Amendment No. 50 to
      Registration Statement on Form N-4 (File No. 033-75962), as filed on June
      15, 2007.
  (9)   Opinion and Consent of Counsel
  (10)   Consent of Independent Registered Public Accounting Firm
  (11)   Not applicable
  (12)   Not applicable
  (13)   Powers of Attorney • Incorporated by reference to Post-Effective
      Amendment No. 22 to Registration Statement on Form N-4 (File No. 333-
      70600), as filed on April 17, 2008.

Item 25. Directors and Officers of the Depositor*

Name and Principal   Positions and Offices with
Business Address   Depositor

Valerie G. Brown1 		  President

Thomas J. McInerney2 		  Director and Chairman

Kathleen A. Murphy2 		  Director

Catherine H. Smith2 		  Director and Senior Vice President

David A. Wheat3 		  Director, Executive Vice President and Chief
    Financial Officer

Bridget M. Healy4 		  Director

Robert G. Leary4 		  Director

J. Randolph Dobo5 		  President, ING Institutional Markets

Steven T. Pierson3 		  Senior Vice President and Chief Accounting Officer

Daniel P. Mulheran6 		  Senior Vice President

Michel G. Perreault1 		  Senior Vice President and Appointed Actuary

Stephen J. Preston1 		  Senior Vice President

Boyd G. Combs3 		  Senior Vice President, Tax

David S. Pendergrass3 		  Senior Vice President and Treasurer

Catherine Banks1 		  Vice President, Compliance

Bradley E. Barks3 		  Vice President

Linda M. Beblo1 		  Vice President

Jeoffrey A. Block7 		  Vice President

Mary A. Broesch1 		  Vice President and Actuary

Robert P. Browne3 		  Vice President, Investments

Michele M. Burkholder1 		  Vice President

Kevin L. Christensen7 		  Vice President

Name and Principal   Positions and Offices with
Business Address   Depositor

A. Bayard Closser 		  Vice President
Cincinnati, OH 45243    

Sue A. Collins2 		  Vice President

Monte J. Combe5 		  Vice President

Patricia M. Corbett7 		  Vice President

Kimberly Curley5 		  Vice President and Actuary

Karen Czizik5 		  Vice President

Joseph Elmy3 		  Vice President, Tax

Shari A. Enger1 		  Vice President

Ronald E. Falkner2 		  Vice President, Corporate Real Estate

John P. Foley1 		  Vice President, Investments

Julie A. Foster7 		  Vice President

Saskia M. Goedhart1 		  Vice President

Deborah T. Hall1 		  Vice President, Compliance

Steven J. Haun7 		  Vice President

June P. Howard3 		  Vice President

Irene R. Jensen1 		  Vice President

Kenneth E. Lacy3 		  Vice President

Richard K. Lau1 		  Vice President and Actuary

Frederick C. Litow3 		  Vice President

William L. Lowe2 		  Vice President

Alan S. Lurty1 		  Vice President

Thomas A. Lutter1 		  Vice President

Christopher P. Lyons3 		  Vice President, Investments

Name and Principal   Positions and Offices with
Business Address   Depositor

Gil E. Mathis3 		  Vice President, Investments

Gregory R. Michaud3 		  Vice President, Investments

Paul L. Mistretta3 		  Vice President

Maurice M. Moore3 		  Vice President, Investments

Michael J. Murphy1 		  Vice President

Todd E. Nevenhoven7 		  Vice President

Laurie J. Rasanen 		  Vice President
2000 21st Avenue    
Minot, ND 58703    

Srinivas D. Reddy2 		  Vice President

Kevin J. Reimer3 		  Vice President

Linda E. Senker1 		  Vice President and Chief Compliance Officer

Spencer T. Shell3 		  Vice President, Assistant Treasurer and Assistant
    Secretary

Eric J. Steelman1 		  Vice President

Sandra L. Stokley7 		  Vice President

Alice Su1 		  Vice President and Actuary

Chad Tope7 		  Vice President

Mary A. Tuttle5 		  Vice President

William J. Wagner5 		  Vice President

Kurt W. Wassenar3 		  Vice President, Investments

Christopher R. Welp7 		  Vice President

Michellen A. Wildin5 		  Vice President

Kristi L. Wohlwend7 		  Vice President, Compliance

Joy M. Benner6 		  Secretary

Name and Principal   Positions and Offices with
Business Address   Depositor

Edward Attarian1 		  Assistant Secretary

Eric G. Banta5 		  Assistant Secretary

Jane A. Boyle2 		  Assistant Secretary

Diana R. Cavender6 		  Assistant Secretary

Maria C. Foster6 		  Assistant Secretary

Linda H. Freitag3 		  Assistant Secretary

Daniel F. Hinkel3 		  Assistant Secretary

Joseph D. Horan3 		  Assistant Secretary

Megan A. Huddleston2 		  Assistant Secretary

Rita J. Kummer3 		  Assistant Secretary

Terri W. Maxwell3 		  Assistant Secretary

James M. May, III3 		  Assistant Secretary

John R. Oberg6 		  Assistant Secretary

Melissa A. O’Donnell6 		  Assistant Secretary

Randall K. Price6 		  Assistant Secretary

John F. Todd2 		  Assistant Secretary

Susan M. Vega6 		  Assistant Secretary

Glenn A. Black3 		  Tax Officer

Terry L. Owens3 		  Tax Officer

James H. Taylor3 		  Tax Officer

*     These individuals may also be directors and/or officers of other affiliates of the Company.

1     The principal business address of these officers is 1475 Dunwoody Drive, West Chester, 
       Pennsylvania 19380.

2     The principal business address of these directors and these officers is One Orange Way, 
       Windsor, Connecticut 06095-4774.

3       The principal business address of these directors and these officers is 5780 Powers Ferry
Road, N.W., Atlanta, Georgia 30327.
4      The principal business address of these directors and this officer is 230 Park Avenue, 13th
Floor, New York, New York 10169.
5      The principal business address of these officers is 1290 Broadway, 15th Floor, Denver,
Colorado 80203.
6 The principal business address of these officers is 20 Washington Avenue South,
Minneapolis, Minnesota 55401.
7 The principal business address of these officers is 909 Locust Street, Des Moines, Iowa
50309.

Item 26. Persons Controlled by or Under Common Control with the Depositor or Registrant

Incorporated herein by reference to Item 26 in Post-Effective Amendment No. 53 to Registration
Statement on Form N-4 for Variable Annuity Account C of ING Life Insurance and Annuity
Company (File No. 333-01107), as filed with the Securities and Exchange Commission on
August 18, 2008.

Item 27. Number of Contract Owners

As of July 31, 2008, there were 312,822 qualified contract owners and 203,006 non-qualified
contract owners in ING USA’s Separate Account B.

Item 28. Indemnification

ING USA shall indemnify (including therein the prepayment of expenses) any person who is or
was a director, officer or employee, or who is or was serving at the request of ING USA as a
director, officer or employee of another corporation, partnership, joint venture, trust or other
enterprise for expenses (including attorney’s fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him with respect to any threatened, pending or
completed action, suit or proceedings against him by reason of the fact that he is or was such a
director, officer or employee to the extent and in the manner permitted by law.

ING USA may also, to the extent permitted by law, indemnify any other person who is or was
serving ING USA in any capacity. The Board of Directors shall have the power and authority to
determine who may be indemnified under this paragraph and to what extent (not to exceed the
extent provided in the above paragraph) any such person may be indemnified.

ING USA or its parents may purchase and maintain insurance on behalf of any such person or
persons to be indemnified under the provision in the above paragraphs, against any such liability
to the extent permitted by law.

A corporation may procure indemnification insurance on behalf of an individual who is or was a
director of the corporation. ING America Insurance Holdings, Inc. maintains a Professional
Liability umbrella insurance policy issued by an international insurer. The policy covers ING
America Insurance Holdings, Inc. and any company in which ING America Insurance Holdings,

Inc. has a controlling interest of 50% or more. This would encompass the principal underwriter
as well as the depositor. Additionally, the parent company of ING America Insurance Holdings,
Inc., ING Groep N.V., maintains an excess umbrella cover with limits in excess of $125,000,000.
The policy provides for the following types of coverage: errors and omissions/professional
liability, directors and officers, employment practices, fiduciary and fidelity.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended,
may be permitted to directors, officers and controlling persons of the Registrant, as provided
above or otherwise, the Registrant has been advised that in the opinion of the SEC such
indemnification by the Depositor is against public policy, as expressed in the Securities Act of
1933, and therefore may be unenforceable. In the event that a claim of such indemnification
(except insofar as it provides for the payment by the Depositor of expenses incurred or paid by a
director, officer or controlling person in the successful defense of any action, suit or proceeding)
is asserted against the Depositor by such director, officer or controlling person and the SEC is
still of the same opinion, the Depositor or Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by the Depositor is against public policy as expressed
by the Securities Act of 1933 and will be governed by the final adjudication of such issue.

Item 29. Principal Underwriter

     (a)      At present, Directed Services LLC, the Registrant’s Distributor, serves as principal
underwriter for all contracts issued by ING USA Annuity and Life Insurance
Company. Directed Services LLC is the principal underwriter for Separate Account
A, Separate Account B, Separate Account EQ (formerly Equitable Life Insurance
Company of Iowa Separate Account A), ReliaStar Life Insurance Company of New
York Separate Account NY-B, Alger Separate Account A of ING USA and the ING
Investors Trust.

     (b) The following information is furnished with respect to the officers and directors of
Directed Services LLC, the Registrant’s Distributor.

Name and Principal   Positions and Offices with
Business Address   Principal Underwriter

A. Bayard Closser 		  Director and President
Cincinnati, OH 45243    

Robert J. Hughes1 		  Director

Shaun P. Mathews2 		  Director and Executive Vice President

Kimberly A. Anderson3 		  Senior Vice President

Ernest J. C’Debaca3 		  Senior Vice President and Investment Advisor Chief
    Compliance Officer

Name and Principal   Positions and Offices with
Business Address   Principal Underwriter

Michael J. Roland3 		  Senior Vice President

Stanley D. Vyner 		  Senior Vice President
230 Park Ave., 13th Floor    
New York, NY 10169    

Richard E. G. Gelfand1 		  Chief Financial Officer

Bruce Kuenne1 		  Attorney-in-Fact

Beth G. Shanker 		  Broker Dealer Chief Compliance Officer
1290 Broadway    
Denver, CO 80203    

Julius A. Drelick, III3 		  Vice President

William A. Evans2 		  Vice President

Todd R. Modic3 		  Vice President

David S. Pendergrass4 		  Vice President and Treasurer

Spencer T. Shell4 		  Vice President and Assistant Treasurer

Joy M. Benner5 		  Secretary

Diana R. Cavender5 		  Assistant Secretary

Randall K. Price5 		  Assistant Secretary

Susan M. Vega5 		  Assistant Secretary

G. Stephen Wastek3 		  Assistant Secretary

1      The principal business address of these directors and these officers is 1475 Dunwoody
Drive, West Chester, Pennsylvania 19380.
2      The principal business of this director and these officers is 10 State House Square,
Hartford, Connecticut 06103.
3      The principal business address of this director and these officers is 7337 E Doubletree
Ranch Road, Scottsdale, Arizona 85258.
4      The principal business of these officers is 5780 Powers Ferry Road, N.W., Atlanta, Georgia
30327-4390.
5      The principal business address of these officers is 20 Washington Avenue south,
Minneapolis, MN 55401.
(c)   Compensation to Principal Underwriter:

(1) 		      (2)   (3)   (4)   (5)
 
       2007 Net            
Name of   Underwriting            
Principal   Discounts and   Compensation   Brokerage    
Underwriter   Commissions   on Redemption   Commissions   Compensation

Directed 		  $553,818,186                      $0   $0                        $0
Services LLC                

Item 30. Location of Accounts and Records

All accounts, books and other documents required to be maintained by Section 31(a) of the 1940
Act and the rules under it relating to the securities described in and issued under this Registration
Statement are maintained by the Depositor and located at 909 Locust Street, Des Moines, Iowa
50309, 1475 Dunwoody Drive, West Chester, Pennsylvania 19380, 5780 Powers Ferry Road,
N.W., Atlanta, Georgia 30327-4390, and at One Orange Way, Windsor, Connecticut 06156-
4774.

Item 31. Management Services

None.

Item 32. Undertakings

Registrant hereby undertakes:

     (a)      to file a post-effective amendment to this registration statement as frequently as it is
necessary to ensure that the audited financial statements in the registration statement
are never more than 16 months old for as long as payments under the variable annuity
contracts may be accepted;

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

     (c)      to deliver any Statement of Additional Information and any financial statements
required to be made available under this form N-4 promptly upon written or oral
request.

The Company hereby represents:

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

     2.      That the fees and charges deducted under the Contract described in the Prospectus, in
the aggregate, are reasonable in relation to the services rendered, the expenses to be
incurred and the risks assumed by the Company.
                                                               SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of 1940, the
Registrant certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness
of this Post-Effective Amendment to its Registration Statement on Form N-4 (File No. 333-
70600) and has duly caused this Post-Effective Amendment to be signed on its behalf in the
Town of Windsor, State of Connecticut, on the 22nd day of August, 2008.
                                                              
                                                              SEPARATE ACCOUNT B
                                                                   (Registrant)

                                                              By:   ING USA ANNUITY AND LIFE INSURANCE
    COMPANY
    (Depositor)

                                                              By:   Valerie G. Brown*
    Valerie G. Brown
    President
    (principal executive officer)

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

Signature   Title     Date
Valerie G. Brown*   President   )
Valerie G. Brown   (principal executive officer)   )
        )
Thomas J. McInerney*   Director and Chairman   ) August
Thomas J. McInerney       ) 22, 2008
        )
Kathleen A. Murphy*   Director   )
Kathleen A. Murphy       )
        )
Catherine H. Smith*   Director and Senior Vice President   )
Catherine H. Smith       )
        )
Bridget M. Healy*   Director   )
Bridget M. Healy       )
        )
Robert G. Leary*   Director   )
Robert G. Leary       )
        )
David A. Wheat*   Director, Executive Vice President and Chief Financial   )
David A. Wheat   Officer   )
        )

Steven T. Pierson*   Senior Vice President and Chief Accounting Officer   )
Steven T. Pierson       )

By:   /s/Michael A. Pignatella
     Michael A. Pignatella
*Attorney-in-Fact

*Executed by Michael A. Pignatella on behalf of those indicated pursuant to Power of Attorney

    VARIABLE ANNUITY ACCOUNT B    
    EXHIBIT INDEX  

Exhibit No. 		   Exhibit  

99-B.9 		  Opinion and Consent of Counsel   _______

99-B.10 		  Consent of Independent Registered Public Accounting Firm   _______