485BPOS

As filed with the Securities and Exchange	Registration No. 333-28769
Commission on September 10, 2008	Registration No. 811-05626

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.	[ ]
Post-Effective Amendment No. 41	[X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No.	[X]
(Check appropriate box or boxes)
SEPARATE ACCOUNT B
(Exact Name of Registrant)
ING USA ANNUITY AND LIFE INSURANCE COMPANY
(Name of Depositor)
1475 Dunwoody Drive
West Chester, Pennsylvania 19380-1478
(Address of Depositor’s Principal Executive Offices)
Depositor’s Telephone Number, including Area Code: (610) 425-3400
John S. (Scott) Kreighbaum, Esq.
ING Americas (U.S. Legal Services)
1475 Dunwoody Drive, West Chester, Pennsylvania 19380-1478
(610) 425-3404
(Name and Address of Agent for Service of Process)

Approximate Date of Proposed Public Offering:
As soon as practical after the effective date of the Registration Statement

It is proposed that this filing will become effective (check appropriate box):

[	]	immediately upon filing pursuant to paragraph (b) of Rule 485
[ X ]		on October 6, 2008 pursuant to paragraph (b) of Rule 485
[	]	60 days after filing pursuant to paragraph (a)(1) of Rule 485
[	]	on (date) pursuant to paragraph (a)(1) of Rule 485

If appropriate, check the following box: 

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

                                       effective amendment. 

Title of Securities Being Registered: 

Deferred Combination Variable and Fixed Annuity Contracts 

EXPLANATORY NOTE: Each of the Prospectus and Statement of Additional Information, dated April
28, 2008 and as supplemented, is incorporated into Parts A and B, respectively, of this amendment by
reference to Post-Effective Amendment No. 40 to this Registration Statement, as filed on April 8, 2008
(Accession No. 0000836687-08-000165). This amendment further supplements the prospectus and does
not otherwise delete, amend, or supersede any other information in this registration statement, as
previously amended, including exhibits and undertaking.

SUPPLEMENT Dated September 10, 2008 

To The Prospectuses Dated April 28, 2008 For 

ING GoldenSelect Access	ING GoldenSelect Generations
ING Architect Variable Annuity	ING GoldenSelect Landmark
ING GoldenSelect ESII	ING GoldenSelect Premium Plus

Issued By ING USA Annuity and Life Insurance Company 

Through Its Separate Account B

This supplement updates the prospectus, effective October 6, 2008. Please read it carefully and keep it
with your copy of the prospectus for future reference. If you have any questions, please call our
Customer Contact Center at 1-800-366-0066.

The following investment portfolios are now available under your Contract, with more information about
them hereby added to “Appendix B – The Investment Portfolios” (and their names hereby added to the
list of available investment portfolios towards the front of the prospectus).

Fund Name and
Investment Adviser/Subadviser	Investment Objective
ING Investors Trust
7337 E. Doubletree Ranch Road, Scottsdale, AZ 85258
ING American Funds World Allocation Portfolio	Seeks long-term growth of capital.
Investment Adviser: Directed Services LLC
ING Lifestyle Conservative Portfolio (Class S)	Seeks growth of capital and current income.
Investment Adviser: ING Investments, LLC
Asset Allocation Consultants: Ibbotson Associates and
ING Investment Management Co.
ING Oppenheimer Active Asset Allocation Portfolio	Seeks long-term growth of capital with a secondary objective of
(Class S)	current income.
Investment Adviser: Directed Services LLC
Investment Subadviser: OppenheimerFunds, Inc.
ING Van Kampen Global Tactical Asset Allocation	Seeks capital appreciation over time.
Portfolio (Class S)
Investment Adviser: Directed Services LLC
Investment Subadviser: Van Kampen

ING USA – 151233  1  10/08 

Fund Name and
Investment Adviser/Subadviser	Investment Objective
ING Variable Portfolios, Inc.
7337 E. Doubletree Ranch Road, Scottsdale, AZ 85258
ING Global Equity Option Portfolio (Class S)	Seeks long-term growth of capital.
Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Investment Management
Co.
ING Russell™ Global Large Cap Index 85% Portfolio	Seeks to maximize total return over the long term by allocating
(Class S)	its assets among stock, bonds, short-term instruments and other
	investments.
Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Investment Management
Co.

Please note that each of these investment portfolios is a Covered Fund for purposes of determining your
Contract’s death benefit and the value of your benefits under any living benefit rider, as applicable.
Moreover, these investment portfolios are Accepted Funds for purposes of any living benefit rider’s asset
allocation requirements, namely, Fixed Allocation Funds Automatic Rebalancing. Accordingly, these
investment portfolios are hereby added to the list of currently available Accepted Funds, wherever
appropriate.

The following investment portfolio is now reopened to new premiums and Contract value allocations –
with more information about it hereby added to “Appendix B – The Investment Portfolios” (and its name
hereby added to the list of available investment portfolios towards the front of the prospectus).

Fund Name and
Investment Adviser/Subadviser	Investment Objective
ING Investors Trust
7337 E. Doubletree Ranch Road, Scottsdale, AZ 85258
ING Evergreen Omega Portfolio (Class S)	Seeks long-term capital growth
Investment Adviser: Directed Services LLC
Investment Subadviser: Evergreen Investment
Management Company, LLC

Please note that the ING Evergreen Omega Portfolio is a Covered Fund for purposes of determining your
Contract’s death benefit and the value of your benefits under any living benefit rider, as applicable, and is
also an Other Fund for purposes of Fixed Allocation Funds Automatic Rebalancing.

ING USA – 151233  2  10/08 

SUPPLEMENT Dated September 10, 2008 

To The Prospectuses Dated April 28, 2008 For 

ING GoldenSelect Access	ING GoldenSelect Opportunities
ING Architect Variable Annuity	ING GoldenSelect Landmark
ING GoldenSelect ESII	ING GoldenSelect Legends
ING GoldenSelect Generations	ING GoldenSelect Premium Plus

Issued By ING USA Annuity and Life Insurance Company 

Through Its Separate Account B

This supplement updates the prospectus, effective October 6, 2008. 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 ING LifePay Plus and ING Joint LifePay Plus riders purchased on or after October 6, 2008,
the minimum Fixed Allocation Fund percentage is 25% for Contract value allocated to portfolios
other than Accepted Funds. So Fixed Allocation Funds Automatic Rebalancing would apply in
the event your Contract value allocated to the Fixed Allocation Funds is less than 25% of the
total Contract value allocated among the Fixed Allocation Funds and Other Funds on any ING
LifePay Plus Rebalancing Date – all as detailed in your prospectus. Previously, the Fixed
Allocation Fund percentage was 20%.

See “Investment Option Restrictions” under “Living Benefit Riders – ING LifePay Plus
Minimum Guaranteed Withdrawal Benefit (“ING LifePay Plus”) Rider” or “–ING Joint LifePay
Plus Minimum Guaranteed Withdrawal Benefit (“ING Joint LifePay Plus”) Rider.”

All references to the Fixed Allocation Fund percentage for these riders in the prospectus are
hereby changed accordingly.

ING USA – 151234  1  10/08 

SUPPLEMENT Dated September 10, 2008 

To The Prospectuses Dated April 28, 2008 For 

ING GoldenSelect Access	ING GoldenSelect Opportunities
ING Architect Variable Annuity	ING GoldenSelect Landmark
ING GoldenSelect ESII	ING GoldenSelect Legends
ING GoldenSelect Generations	ING GoldenSelect Premium Plus

Issued By ING USA Annuity and Life Insurance Company 

Through Its Separate Account B

For Contracts issued in the State of Nevada:

This supplement updates the prospectus, effective October 6, 2008. 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 ING LifePay Plus and ING Joint LifePay Plus riders purchased on or after October 6, 2008,
the minimum Fixed Allocation Fund percentage is 25% for Contract value allocated to portfolios
other than Accepted Funds. So Fixed Allocation Funds Automatic Rebalancing would apply in
the event your Contract value allocated to the Fixed Allocation Funds is less than 25% of the
total Contract value allocated among the Fixed Allocation Funds and Other Funds on any ING
LifePay Plus Rebalancing Date – all as detailed in your prospectus. Previously, the Fixed
Allocation Fund percentage was 20%.

Since the Division of Insurance has not yet approved for sale in Nevada the current version of
these riders available elsewhere, as reflected in the body of the prospectus, the disclosure subject
to this change can be found in the relevant appendix: “ING LifePay Plus and ING Joint LifePay
Plus.” See “Investment Option Restrictions” under “ING LifePay Plus Minimum Guaranteed
Withdrawal Benefit (“ING LifePay Plus”) Rider” or “ING Joint LifePay Plus Minimum
Guaranteed Withdrawal Benefit (“ING Joint LifePay Plus”) Rider.”

All references to the Fixed Allocation Fund percentage in the prospectus for these riders are
hereby changed accordingly.

ING USA-NV only – 151235  1  10/08 

PART C - OTHER INFORMATION 

ITEM 24: FINANCIAL STATEMENTS AND EXHIBITS
Financial Statements:
(a)	Included in Part B:
Financial Statements of ING USA Annuity and Life Insurance Company:
	-	Report of Independent Registered Public Accounting Firm
	-	Statements of Operations for the years ended December 31, 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
	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
	Condensed Financial Information (Accumulation Unit Values)

Exhibits:
	(b)
(1)		Resolution of the board of directors of Depositor authorizing the establishment of the
		Registrant, incorporated herein by reference to Post-Effective Amendment No. 29 to a
		Registration Statement on form N-4 for Golden American Life Insurance Company
		Separate Account B filed with the Securities and Exchange Commission on April 30,
		1999 (File Nos. 033-23351, 811-05626).
(2)		Not applicable.
(3)	a.	Distribution Agreement between the Depositor and Directed Services, Inc., incorporated
		herein by reference to Post-Effective Amendment No. 29 to a Registration Statement on
		form N-4 for Golden American Life Insurance Company Separate Account B filed with
		the Securities and Exchange Commission on April 30, 1999 (File Nos. 033-23351, 811-
		05626).
	b.	Form of Dealers Agreement, incorporated herein by reference to Post-Effective
		Amendment No. 29 to a Registration Statement on form N-4 for Golden American Life
		Insurance Company Separate Account B filed with the Securities and Exchange
		Commission on April 30, 1999 (File Nos. 033-23351, 811-05626).
	c.	Organizational Agreement, incorporated herein by reference to Post-Effective
		Amendment No. 29 to a Registration Statement on form N-4 for Golden American Life
		Insurance Company Separate Account B filed with the Securities and Exchange
		Commission on April 30, 1999 (File Nos. 033-23351, 811-05626).

	d.	Addendum to Organizational Agreement, incorporated herein by reference to Post-
		Effective Amendment No. 29 to a Registration Statement on form N-4 for Golden
		American Life Insurance Company Separate Account B filed with the Securities and
		Exchange Commission on April 30, 1999 (File Nos. 033-23351, 811-05626).
	e.	Expense Reimbursement Agreement, incorporated herein by reference to Post-Effective
		Amendment No. 29 to a Registration Statement on form N-4 for Golden American Life
		Insurance Company Separate Account B filed with the Securities and Exchange
		Commission on April 30, 1999 (File Nos. 033-23351, 811-05626).
	f.	Form of Assignment Agreement for Organizational Agreement, incorporated herein by
		reference to Post-Effective Amendment No. 29 to a Registration Statement on form N-4
		for Golden American Life Insurance Company Separate Account B filed with the
		Securities and Exchange Commission on April 30, 1999 (File Nos. 033-23351, 811-
		05626).
	g.	Amendment to the Distribution Agreement between ING USA and Directed Services
		Inc., incorporated herein by reference to Post-Effective Amendment No. 26 to a
		Registration Statement on Form N-4 for ING USA Annuity and Life Insurance Company
		Separate Account B filed with the Securities and Exchange Commission on April 13,
		2004 (File Nos. 333-28755, 811-05626).
	h.	Form of Rule 22c-2 Agreement, incorporated herein by reference to Post-Effective
		Amendment No. 10 to a Registration Statement on Form N-4 for ReliaStar Life Insurance
		Company of New York Separate Account NY-B filed with the Securities and Exchange
		Commission on April 12, 2007 (File Nos. 333-115515, 811-07935).
(4)	a.	Individual Deferred Combination Variable and Fixed Annuity Contract (GA-IA-1034)
		(02/97), incorporated herein by reference to Post-Effective Amendment No. 3 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 23,
		1999 (File Nos. 333-28769, 811-05626).
	b.	Group Deferred Combination Variable and Fixed Annuity Contract (GA-CA-1034)
		(02/97), incorporated herein by reference to Post-Effective Amendment No. 3 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 23,
		1999 (File Nos. 333-28769, 811-05626).
	c.	Individual Deferred Variable Annuity Contract (GA-IA-1035) (02/97), incorporated
		herein by reference to Post-Effective Amendment No. 3 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 23, 1999 (File Nos. 333-28769, 811-
		05626).
	d.	Individual Retirement Annuity Rider (GA-RA-1009) (12/02), incorporated herein by
		reference to Post-Effective Amendment No. 34 to a Registration Statement on Form N-4
		for Golden American Life Insurance Company Separate Account B filed with the
		Securities and Exchange Commission on April 15, 2003 (File Nos. 033-23351, 811-
		05626).

e.	ROTH Individual Retirement Annuity Rider (GA-RA-1038) (12/02), incorporated herein
	by reference to Post-Effective Amendment No. 34 to a Registration Statement on Form
	N-4 for Golden American Life Insurance Company Separate Account B filed with the
	Securities and Exchange Commission on April 15, 2003 (File Nos. 033-23351, 811-
	05626).
f.	Minimum Guaranteed Income Benefit Rider (IU-RA-1047) (01/05), incorporated herein
	by reference to Post-Effective Amendment No. 31 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 or about April 20, 2005 (File Nos. 333-
	28755, 811-05626).
g.	Minimum Guaranteed Income Benefit Rider (IU-RA-1047) (08-06), incorporated herein
	by reference to Registration Statement on Form N-4 for ING USA Annuity and Life
	Insurance Company Separate Account B filed with the Securities and Exchange
	Commission on May 9, 2006 (File Nos. 333-133944, 811-05626).
h.	Minimum Guaranteed Withdrawal Benefit Rider (GA-RA-1048) (01/02), incorporated
	herein by reference to Post-Effective Amendment No. 25 to a Registration Statement on
	Form N-4 for ING USA Annuity and Life Insurance Company Separate Account B filed
	with the Securities and Exchange Commission on February 13, 2004 (File Nos. 333-
	28679, 811-05626).
i.	Minimum Guaranteed Withdrawal Benefit Rider with Reset Option (ING
	PrincipalGuard) (GA-RA-1046), incorporated herein by reference to Post-Effective
	Amendment No. 25 to a Registration Statement on Form N-4 for ING USA Annuity and
	Life Insurance Company Separate Account B filed with the Securities and Exchange
	Commission on or about February 13, 2004 (File Nos. 333-28755, 811-05626).
j.	Minimum Guaranteed Withdrawal Benefit Rider with Reset Option (ING LifePay) (IU-
	RA-3023), incorporated herein by reference to Post-Effective Amendment No. 32 to a
	Registration Statement on Form N-4 for ING USA Annuity and Life Insurance Company
	Separate Account B filed with the Securities and Exchange Commission on August 5,
	2005 (File Nos. 333-28755, 811-05626).
k.	Minimum Guaranteed Withdrawal Benefit Rider with Reset Option (ING Joint LifePay)
	(IU-RA-3029), incorporated herein by reference to Registration Statement on Form N-4
	for ING USA Annuity and Life Insurance Company Separate Account B filed with the
	Securities and Exchange Commission on May 9, 2006 (File Nos. 333-133944, 811-
	05626).
l.	Excluded Funds Endorsement (Inforce Riders), incorporated herein by reference to Post-
	Effective Amendment No.12 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 23, 2001 (File Nos. 333-28769, 811-05626).
m.	Guaranteed Death Benefit Transfer Endorsement No. 1 (7% Solution Enhanced) (GA-RA-
	1044-1) (01/02), incorporated herein by reference to Post-Effective Amendment No. 25 to
	a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance Company
	Separate Account B filed with the Securities and Exchange Commission on February 13,
	2004 (File Nos. 333-28679, 811-05626).

n.	Guaranteed Death Benefit Transfer Endorsement No. 2 (Ratchet Enhanced) (GA-RA-
	1044-2) (10/03), incorporated herein by reference to Post-Effective Amendment No. 25
	to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance
	Company Separate Account B filed with the Securities and Exchange Commission on
	February 13, 2004 (File Nos. 333-28679, 811-05626).
o.	Guaranteed Death Benefit Transfer Endorsement No. 3 (Standard) (GA-RA-1044-3)
	(01/02), incorporated herein by reference to Post-Effective Amendment No. 25 to a
	Registration Statement on Form N-4 for ING USA Annuity and Life Insurance Company
	Separate Account B filed with the Securities and Exchange Commission on February 13,
	2004 (File Nos. 333-28679, 811-05626).
p.	Guaranteed Death Benefit Transfer Endorsement No. 4 (Max 7 Enhanced) (GA-RA-
	1044-4) (10/03), incorporated herein by reference to Post-Effective Amendment No. 25
	to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance
	Company Separate Account B filed with the Securities and Exchange Commission on
	February 13, 2004 (File Nos. 333-28679, 811-05626).
q.	Guaranteed Death Benefit Transfer Endorsement No. 5 (Base Death Benefit) (GA-RA-
	1044-5) (01/02), incorporated herein by reference to Post-Effective Amendment No. 25
	to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance
	Company Separate Account B filed with the Securities and Exchange Commission on
	February 13, 2004 (File Nos. 333-28679, 811-05626).
r.	Guaranteed Death Benefit Transfer Endorsement No. 6 (Inforce Contracts) (GA-RA-
	1044-6) (01/02), incorporated herein by reference to Post-Effective Amendment No. 25
	to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance
	Company Separate Account B filed with the Securities and Exchange Commission on
	February 13, 2004 (File Nos. 333-28679, 811-05626).
s.	Earnings Enhancement Death Benefit Rider (GA-RA-1086), incorporated herein by
	reference to Post-Effective Amendment No. 11 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 February 23, 2001 (File Nos. 333-28769, 811-
	05626).
t.	Simple Retirement Account Rider (GA-RA-1026) (12/02), incorporated herein by
	reference to Post-Effective Amendment No. 34 to a Registration Statement on Form N-4
	for Golden American Life Insurance Company Separate Account B filed with the
	Securities and Exchange Commission on April 15, 2003 (File Nos. 033-23351, 811-
	05626).
u.	403(b) Rider (GA-RA-1040), incorporated herein by reference to Post-Effective
	Amendment No. 34 to a Registration Statement on Form N-4 for Golden American Life
	Insurance Company Separate Account B filed with the Securities and Exchange
	Commission on April 15, 2003 (File Nos. 033-23351, 811-05626).

	v.	Section 72 Rider (GA-RA-1001) (12/94), incorporated herein by reference to
		Registration Statement on Form N-4 for ING USA Annuity and Life Insurance Company
		Separate Account B filed with the Securities and Exchange Commission on May 9, 2006
		(File Nos. 333-133944, 811-05626).
	w.	Section 72 Rider (GA-RA-1002) (12/94), incorporated herein by reference to
		Registration Statement on Form N-4 for ING USA Annuity and Life Insurance Company
		Separate Account B filed with the Securities and Exchange Commission on May 9, 2006
		(File Nos. 333-133944, 811-05626).
	x.	Nursing Home Waiver for Group Certificates (GA-RA-1003) (12/94), incorporated
		herein by reference to Registration Statement on Form N-4 for ING USA Annuity and
		Life Insurance Company Separate Account B filed with the Securities and Exchange
		Commission on May 9, 2006 (File Nos. 333-133944, 811-05626).
	y.	Nursing Home Waiver for Individual Certificates (GA-RA-1004) (12/94), incorporated
		herein by reference to Registration Statement on Form N-4 for ING USA Annuity and
		Life Insurance Company Separate Account B filed with the Securities and Exchange
		Commission on May 9, 2006 (File Nos. 333-133944, 811-05626).
	z.	Minimum Guaranteed Withdrawal Benefit Rider with Automatic Reset (ING LifePay
		Plus)(IU-RA-3061), incorporated herein by reference to Post-Effective Amendment No.
		40 to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance
		Company Separate Account B filed with the Securities and Exchange Commission on
		July 25, 2007 (File Nos. 333-28679, 811-05626).
	aa.	Minimum Guaranteed Withdrawal Benefit Rider with Automatic Reset (ING Joint
		LifePay Plus) (IU-RA-3062), incorporated herein by reference to Post-Effective
		Amendment No. 40 to a Registration Statement on Form N-4 for ING USA Annuity and
		Life Insurance Company Separate Account B filed with the Securities and Exchange
		Commission on July 25, 2007 (File Nos. 333-28679, 811-05626).
	bb.	Combination Minimum Guaranteed Withdrawal Benefit and Death Benefit Rider (ING
		LifePay Plus) (IU-RA-3077), incorporated herein by reference to Post-Effective
		Amendment No. 43 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 7, 2008 (File Nos. 333-28755, 811-05626).
	cc.	Combination Minimum Guaranteed Withdrawal Benefit and Death Benefit Rider (ING
		Joint LifePay Plus) (IU-RA-3078), incorporated herein by reference to Post-Effective
		Amendment No. 43 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 7, 2008 (File Nos. 333-28755, 811-05626).
(5)	a.	Deferred Variable Annuity Application. (GA-CDF-1109) (09/05), incorporated herein by
		reference to Post-Effective Amendment No. 34 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 October 26, 2005 (File Nos. 333-28755, 811-
		05626).

	b.	Group Deferred Combination Variable and Fixed Annuity Enrollment Form (GA-EA-
		1050) (11-22-1999), 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 December 3,
		1999 (File Nos. 333-28769, 811-05626).
	c.	Deferred Variable Annuity Application (137098) (08-21-2006), incorporated herein by
		reference to Post-Effective Amendment No. 36 to a Registration Statement on Form N-4
		for ING USA Annuity and Life Insurance Company Separate Account B filed with the
		Securities and Exchange Commission on August 21, 2006 (File Nos. 333-28769, 811-
		05626).
	d.	Deferred Variable Annuity Application (137098) (04-28-2008), incorporated herein by
		reference to Post-Effective Amendment No. 43 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 7, 2008 (File Nos. 333-28755, 811-
		05626).
	e.	Deferred Variable Annuity Application (137098) (10-6-2008), attached.
(6)	a.	Amendment to Articles of Incorporation Providing for the Name Change of Golden
		American Life Insurance Company, dated (11/21/03), incorporated herein by reference to
		Post-Effective Amendment No. 1 to a Registration Statement on Form S-1 for ING USA
		Annuity and Life Insurance Company filed with the Securities and Exchange
		Commission on April 9, 2007 (File No. 333-133076).
	b.	Amendment to Articles of Incorporation Providing for the Change in Purpose and Powers
		of ING USA Annuity and Life Insurance Company, dated (03/04/04), incorporated herein
		by reference to Post-Effective Amendment No. 1 to a Registration Statement on Form S-
		1 for ING USA Annuity and Life Insurance Company filed with the Securities and
		Exchange Commission on April 9, 2007 (File No. 333-133076).
	c.	Amended and Restated By-Laws of ING USA Annuity and Life Insurance Company,
		dated (12/15/04), incorporated herein by reference to Post-Effective Amendment No. 1 to
		a Registration Statement on Form S-1 for ING USA Annuity and Life Insurance
		Company filed with the Securities and Exchange Commission on April 9, 2007 (File No.
		333-133076).
	d.	Resolution of the board of directors for Power of Attorney, dated 04/23/99, incorporated
		herein by reference to Post-Effective Amendment No. 12 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 23, 1999 (File Nos. 033-59261, 811-
		05626).
	e.	Articles of Merger and Agreement and Plan of Merger of USGALC, ULAIC, ELICI into
		GALIC and renamed ING USA Annuity and Life Insurance Company, dated 06/25/03,
		incorporated herein by reference to Post-Effective Amendment No. 25 to a Registration
		Statement on Form N-4 for ING USA Annuity and Life Insurance Company Separate
		Account B filed with the Securities and Exchange Commission on February 13, 2004
		(File Nos. 333-28679, 811-05626).

(7)		Not Applicable
(8)	a.	Service Agreement by and between Golden American Life Insurance Company and
		Directed Services, Inc., incorporated herein by reference to Post-Effective Amendment
		No. 28 to a Registration Statement on form N-4 for Golden American Life Insurance
		Company Separate Account B filed with the Securities and Exchange Commission on
		May 1, 1998 (File Nos. 033-23351, 811-05626)
	b.	Asset Management Agreement between Golden American Life Insurance Company and
		ING Investment Management LLC, incorporated herein by reference to Post-Effective
		Amendment No. 29 to a Registration Statement on form N-4 for Golden American Life
		Insurance Company Separate Account B filed with the Securities and Exchange
		Commission on April 30, 1999 (File Nos. 033-23351, 811-05626).
	c.	Participation Agreement by and between AIM Variable Insurance Funds, Inc., Golden
		American Life Insurance Company and Directed Services, Inc., incorporated herein by
		reference to Post-Effective Amendment No. 32 to a Registration Statement on form N-4
		for Golden American Life Insurance Company Separate Account B filed with the
		Securities and Exchange Commission on April 26, 2002 (File Nos. 033-23351, 811-
		05626).
	d.	Amendment to Participation Agreement by and between AIM Variable Insurance Funds,
		Inc., Golden American Life Insurance Company and Directed Services, Inc., incorporated
		herein by reference to Post-Effective amendment No. 8 to a Registration Statement on
		Form N-4 for ING USA Annuity and Life Insurance Company Separate Account B filed
		with the Securities and Exchange Commission on December 2, 2005 (File Nos. 333-
		33914, 811-05626).
	e.	Participation Agreement between Golden American Life Insurance Company, American
		Funds Insurance Series and Capital Research and Management Company, incorporated
		herein by reference to Pre-Effective Amendment No. 1 to a Registration Statement on
		Form N-6 for ReliaStar Life Insurance Company Select * Life Variable Account filed
		with the Securities and Exchange Commission on July 17, 2003 (File Number 333-
		105319).
	f.	Participation Agreement by and between ING Investors Trust, Golden American Life
		Insurance Company and Directed Services, Inc., incorporated herein by reference to Post-
		Effective Amendment No. 6 to a Registration Statement on Form N-4 for ING USA
		Annuity and Life Insurance Company Separate Account B filed with the Securities and
		Exchange Commission on April 21, 2005 (File Nos. 333-70600, 811-05626).
	g.	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.

h.	Participation Agreement by and between ING Variable Insurance Trust, Golden
	American Life Insurance Company and ING Mutual Funds Management Co. LLC and
	ING Funds Distributor, Inc., incorporated herein by reference to Post-Effective
	amendment No. 32 to a Registration Statement on form N-4 for Golden American Life
	Insurance Company Separate Account B filed with the Securities and Exchange
	Commission on April 26, 2002 (File Nos. 033-23351, 811-05626).
i.	Participation Agreement by and between Pilgrim Variable Products Trust, Golden
	American Life Insurance Company and Directed Services, Inc., incorporated herein by
	reference to Post-Effective amendment No. 32 to a Registration Statement on form N-4
	for Golden American Life Insurance Company Separate Account B filed with the
	Securities and Exchange Commission on April 26, 2002 (File Nos. 033-23351, 811-
	05626).
j.	Amendment to Participation Agreement by and between ING Variable Products Trust,
	Golden American Life Insurance Company, ING Investments, LLC and ING Funds
	Distributor, Inc., incorporated herein by reference to Post-Effective amendment No. 8 to
	a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance
	Company Separate Account B filed with the Securities and Exchange Commission on
	December 2, 2005 (File Nos. 333-33914, 811-05626).
k.	Participation Agreement by and between ING Variable Portfolios, Inc., Golden American
	Life Insurance Company and Directed Services, Inc., incorporated herein by reference to
	Post-Effective Amendment No. 1 to a Registration Statement on Form N-4 for Golden
	American Life Insurance Company Separate Account B filed with the Securities and
	Exchange Commission on April 29, 2002 (File Nos. 333-70600, 811-05626).
l.	Participation Agreement by and between Portfolio Partners, Inc., Golden American Life
	Insurance Company and Directed Services, Inc. incorporated herein by reference to Post-
	Effective Amendment No. 1 to a Registration Statement on Form N-4 for Golden
	American Life Insurance Company Separate Account B filed with the Securities and
	Exchange Commission on April 29, 2002 (File Nos. 333-70600, 811-05626).
m.	Amendment to Participation Agreement by and between Portfolio Partners, Inc., Golden
	American Life Insurance Company and Directed Services, Inc., incorporated herein by
	reference to Post-Effective Amendment No. 1 to a Registration Statement on Form N-4
	for Golden American Life Insurance Company Separate Account B filed with the
	Securities and Exchange Commission on April 29, 2002 (File Nos. 333-70600, 811-
	05626).
n.	Second Amendment to Participation Agreement by and between ING Partners, Inc.,
	Golden American Life Insurance Company, ING Life Insurance and Annuity Company
	and ING Financial Advisers, LLC, incorporated herein by reference to Post-Effective
	amendment No. 8 to a Registration Statement on Form N-4 for ING USA Annuity and
	Life Insurance Company Separate Account B filed with the Securities and Exchange
	Commission on December 2, 2005 (File Nos. 333-33914, 811-05626).

o.	Participation Agreement by and between Fidelity Distributors Corporation, Golden
	American Life Insurance Company and Variable Insurance Products Funds, incorporated
	herein by reference to Post-Effective amendment No. 32 to a Registration Statement on
	form N-4 for Golden American Life Insurance Company Separate Account B filed with
	the Securities and Exchange Commission on April 26, 2002 (File Nos. 033-23351, 811-
	05626).
p.	Amendment to Participation Agreement by and between Fidelity Distributors
	Corporation and ING USA Annuity and Life Insurance Company, incorporated herein by
	reference to Post-Effective amendment No. 8 to a Registration Statement on Form N-4
	for ING USA Annuity and Life Insurance Company Separate Account B filed with the
	Securities and Exchange Commission on December 2, 2005 (File Nos. 333-33914, 811-
	05626).
q.	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.
r.	Letter Agreement dated May 16, 2007 and effective July 2, 2007 between ING USA
	Annuity and Life Insurance Company, Variable Insurance Products Fund, Variable
	Insurance Products Fund II, Variable Insurance Products Fund III, Variable Insurance
	Products Fund V and Fidelity Distributors Corporation, incorporated by reference to
	Post-Effective Amendment No. 3 to the Registration Statement on Form N-4 (File No.
	333-117260), as filed on October 23, 2007.
s.	Amended and Restated Participation Agreement as of December 30, 2005 by and among
	Franklin Templeton Variable Insurance Products Trust/Templeton Distributors, Inc., ING
	Life Insurance and Annuity Company, ING USA Annuity and Life Insurance Company,
	ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York and
	Directed Services, Inc., incorporated herein by reference to Post Effective Amendment
	No. 17 of a Registration Statement on Form N-4 for ReliaStar Life Insurance Company
	Separate Account NY-B filed with the Securities and Exchange Commission on February
	1, 2007 (File Nos. 333-85618, 811-07935).
t.	Participation Agreement between Golden American Life Insurance Company, INVESCO
	Variable Investment Funds, Inc., INVESCO Funds Group, Inc. and INVESCO
	Distributors, Inc. incorporated herein by reference to Post-Effective amendment No. 1 to
	a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance
	Company Separate Account B filed with the Securities and Exchange Commission on
	April 29, 2002 (File Nos. 333-63692, 811-05626).
u.	Participation Agreement by and between Liberty Variable Investment Trust, Columbia
	Management Advisors, Inc. and ING USA Annuity and Life Insurance Company,
	incorporated herein by reference to Post-Effective amendment No. 8 to a Registration
	Statement on Form N-4 for ING USA Annuity and Life Insurance Company Separate
	Account B filed with the Securities and Exchange Commission on December 2, 2005
	(File Nos. 333-33914, 811-05626).

v.	Participation Agreement by and between PIMCO Variable Insurance Trust, Golden
	American Life Insurance Company and PIMCO Funds Distributors LLC, incorporated
	herein by reference to Pre-Effective Amendment No. 1 to a Registration Statement on
	Form N-4 for Golden American Life Insurance Company Separate Account B filed with
	the Securities and Exchange Commission on June 23, 2000 (File Nos. 333-33914, 811-
	05626).
w.	Amendment to Participation Agreement by and between PIMCO Variable Insurance
	Trust, Golden American Life Insurance Company and PIMCO Funds Distributors LLC,
	incorporated herein by reference to Post-Effective Amendment No. 8 to a Registration
	Statement on Form N-4 for ING USA Annuity and Life Insurance Company Separate
	Account B filed with the Securities and Exchange Commission on December 2, 2005
	(File Nos. 333-33914, 811-05626).
x.	Participation Agreement by and between Pioneer Variable Contracts Trust, Golden
	American Life Insurance Company, Pioneer Investment Management, Inc. and Pioneer
	Funds Distributor, Inc., incorporated herein by reference to Post-Effective Amendment
	No. 32 to a Registration Statement on form N-4 for Golden American Life Insurance
	Company Separate Account B filed with the Securities and Exchange Commission on
	April 26, 2002 (File Nos. 033-23351, 811-05626).
y.	Participation Agreement by and between ProFunds, Golden American Life Insurance
	Company and ProFunds Advisors LLC, incorporated herein by reference to Post-
	Effective Amendment No. 8 to a Registration Statement on Form N-4 for ING USA
	Annuity and Life Insurance Company Separate Account B filed with the Securities and
	Exchange Commission on December 2, 2005 (File Nos. 333-33914, 811-05626).
z.	Amendment to Participation Agreement by and between ProFunds, Golden American
	Life Insurance Company and ProFunds Advisors LLC, incorporated herein by reference
	to Post-Effective Amendment No. 8 to a Registration Statement on Form N-4 for ING
	USA Annuity and Life Insurance Company Separate Account B filed with the Securities
	and Exchange Commission on December 2, 2005 (File Nos. 333-33914, 811-05626).
aa.	Participation Agreement by and between Prudential Series Fund, Inc., Golden American
	Life Insurance Company Prudential Insurance Company of America and Prudential
	Investment Management Services LLC, incorporated herein by reference to Pre-Effective
	Amendment No. 1 to a Registration Statement on Form N-4 for Golden American Life
	Insurance Company Separate Account B filed with the Securities and Exchange
	Commission on June 23, 2000 (File Nos. 333-33914, 811-05626).
bb.	Amendment to Participation Agreement by and between Prudential Series Fund, Inc.,
	Golden American Life Insurance Company, Prudential Insurance Company of America
	and Prudential Investment Management Services LLC, incorporated herein by reference
	to Post-Effective Amendment No. 9 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 December 15, 2000 (File Nos. 333-28679, 811-05626).

	cc.	Amendment to Participation Agreement as of June 5, 2007 by and between Franklin
		Templeton Variable Insurance Products Trust, Franklin/Templeton Distributors, Inc.,
		ING Life Insurance and Annuity Company, ING USA Annuity and Life Insurance
		Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New
		York, and Directed Services, LLC, incorporated herein by reference to Pre-Effective
		Amendment No. 1 to a Registration Statement on Form N-4 for ReliaStar Life Insurance
		Company of New York Separate Account NY-B filed with the Securities and Exchange
		Commission on July 6, 2007 (File Nos. 333-139695, 811-07935).
	dd.	Rule 22c-2 Agreement dated no later than April 16, 2007, and is effective as of October,
		16, 2007, between BlackRock Distributors, Inc., on behalf of and as distributor for the
		BlackRock Funds and the Merrill Lynch family of funds and 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 herein by reference to Post-Effective Amendment No. 43 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 7, 2008
		(File Nos. 333-28755, 811-05626).
	ee.	Rule 22c-2 Agreement dated no later than April 16, 2007 and is effective as of October
		16, 2007 between AIM Investment Services, Inc., ING Life Insurance and Annuity
		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.
	ff.	Rule 22c-2 Agreement dated April 16, 2007 and is effective as of October 16, 2007
		among Columbia Management 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 Life Insurance Company and Systematized Benefits Administrators Inc.,
		incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement
		on Form N-4 (File No. 333-134760), as filed on July 27, 2007.
(9)		Opinion and Consent of Counsel, attached.
(10)		Consent of Independent Registered Public Accounting Firm, attached.
(11)		Not Applicable.
(12)		Not Applicable.
(13)		Powers of Attorney, incorporated herein by reference to Post-Effective Amendment No.
		40 to a Registration Statement on Form N-4 for ING USA Annuity & Life Insurance
		Company Separate Account B filed with the Securities and Exchange Commission on
		April 8, 2008 (File Nos. 333-28769, 811-05626).

ITEM 25: DIRECTORS AND OFFICERS OF THE DEPOSITOR
Name	Principal Business Address	Position(s) with Depositor
Valerie G. Brown*	5780 Powers Ferry Road	President
	Atlanta, GA 30327-4390
Bridget M. Healy*	230 Park Avenue, 13th Floor	Director
	New York, NY 10169
Robert G. Leary*	230 Park Avenue	Director
	New York, NY 10169
Kathleen A. Murphy*	One Orange Way	Director
	Windsor, CT 06095-4774
Thomas J. McInerney*	One Orange Way	Director and Chairman
	Windsor, CT 06095-4774
Catherine H. Smith*	One Orange Way	Director and Senior Vice President
	Windsor, CT 06095-4774
David A. Wheat*	5780 Powers Ferry Road	Chief Financial Officer, Director
	Atlanta, GA 30327-4390	and Executive Vice President
Steven T. Pierson*	5780 Powers Ferry Road	Senior Vice President and Chief
	Atlanta, GA 30327-4390	Accounting Officer
Boyd G. Combs	5780 Powers Ferry Road	Senior Vice President, Tax
	Atlanta, GA 30327-4390
Daniel P. Mulheran, Sr.	20 Washington Avenue South	Senior Vice President
	Minneapolis, MN 55401
Stephen J. Preston	1475 Dunwoody Drive	Senior Vice President
	West Chester, PA 19380
David S. Pendergrass	5780 Powers Ferry Road	Senior Vice President and Treasurer
	Atlanta, GA 30327-4390
Spencer T. Shell	5780 Powers Ferry Road	Vice President and Assistant
	Atlanta, GA 30327-4390	Treasurer
Michel G. Perreault	1475 Dunwoody Drive	Senior Vice President and
	West Chester, PA 19380	Appointed Actuary
Linda E. Senker	1475 Dunwoody Drive	Vice President and Chief
	West Chester, PA 19380	Compliance Officer
Joy M. Benner	20 Washington Avenue South	Secretary
	Minneapolis, MN 55401

*Principal delegated legal authority to execute this registration statement pursuant to Powers of Attorney.

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

Incorporated herein by reference to Item 26 in Post-Effective Amendment No. 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 August 29, 2008, there are 11,429 qualified contract owners and 9,666 non-qualified contract
owners.

ITEM 28: INDEMNIFICATION

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

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

A corporation may procure indemnification insurance on behalf of an individual who is or was a director
of the corporation. ING America Insurance Holdings, Inc. maintains a Professional Liability umbrella
insurance policy issued by an international insurer. The policy covers ING America Insurance Holdings,
Inc. and any company in which ING America Insurance Holdings, Inc. has a controlling interest of 50%
or more. This would encompass the principal underwriter as well as the depositor. Additionally, the
parent company of ING America Insurance Holdings, Inc., ING Groep N.V., maintains an excess
umbrella cover with limits in excess of $125,000,000. The policy provides for the following types of
coverage: errors and omissions/professional liability, directors and officers, employment practices,
fiduciary and fidelity.

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

ITEM 29: PRINCIPAL UNDERWRITER

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

(b) The following information is furnished with respect to the principal officers and directors of
Directed Services LLC, the Registrant’s Distributor. The principal business address for each officer and
director following is 1475 Dunwoody Drive, West Chester, PA 19380-1478, unless otherwise noted.

Names	Principal Business Address		Positions and Offices with Underwriter
A. Bayard Closser			President and Director
Shaun P. Mathews	10 State House Square		Director and Executive Vice President
	Hartford, CT 06103
Valerie G. Brown			Director
Kimberly A. Anderson	7337 E Doubletree Ranch Road		Senior Vice President
	Scottsdale, AZ 85258
Michael J. Roland	7337 E Doubletree Ranch Road		Senior Vice President
	Scottsdale, AZ 85258
Stanley D. Vyner	230 Park Ave 13th Floor		Senior Vice President
	New York, NY 10169
Richard E. Gelfand			Chief Financial Officer
Beth G. Shanker	1290 Broadway		Broker Dealer Chief Compliance Officer
	Denver, CO 80203
Ernest C’Debaca	7337 E Doubletree Ranch Road		Investment Advisory Chief Compliance
	Scottsdale, AZ 85258		Officer and Senior Vice President
Julius A. Drelick, III	7337 E Doubletree Ranch Road		Vice President
	Scottsdale, AZ 85258
William A. Evans	10 State House Square		Vice President
	Hartford, CT 06103
Todd R. Modic	7337 E Doubletree Ranch Road		Vice President
	Scottsdale, AZ 85258
Spencer T. Shell	5780 Powers Ferry Road		Vice President and Assistant Treasurer
	Atlanta, GA 30327-4390
David S. Pendergrass	7337 E Doubletree Ranch Road		Vice President and Treasurer
	Scottsdale, AZ 85258
Joy M. Benner	20 Washington Avenue South		Secretary
	Minneapolis, MN 55401
Diana R. Cavender	20 Washington Avenue South		Assistant Secretary
	Minneapolis, MN 55401
Randall K. Price	20 Washington Avenue South		Assistant Secretary
	Minneapolis, MN 55401
Susan M. Vega	20 Washington Avenue South		Assistant Secretary
	Minneapolis, MN 55401
G. Stephen Wastek	7337 E Doubletree Ranch Road,		Assistant Secretary
	Scottsdale, AZ 85258
Bruce Kuennen			Attorney-in-Fact
(c)
	2007 Net
	Underwriting
Name of Principal	Discounts and	Compensation		Brokerage
Underwriter	Commission	on Redemption		Commissions	Compensation
Directed Services LLC	$553,818,186	$0		$0	$0

ITEM 30: LOCATION OF ACCOUNTS AND RECORDS

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

ITEM 31: MANAGEMENT SERVICES

None.

ITEM 32: UNDERTAKINGS

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

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

(c) Registrant hereby undertakes to deliver any Statement of Additional Information and any financial
statements required to be made available under this Form promptly upon written or oral request.

REPRESENTATIONS 

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

2. ING USA Annuity and Life Insurance Company hereby represents that the fees and charges deducted
under the Contract described in the Prospectus, in the aggregate, are reasonable in relation to the services
rendered, the expenses to be incurred and the risks assumed by the Company.

SIGNATURES 

As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant
certifies that it meets the requirement of Securities Act Rule 485(b) for effectiveness of this Post-
Effective Amendment to its Registration Statement on Form N-4 and has caused this Post-Effective
Amendment to be signed on its behalf in the City of West Chester and Commonwealth of Pennsylvania,
on the 10^th day of September, 2008.

	SEPARATE ACCOUNT B
	(Registrant)
By:	ING USA ANNUITY AND LIFE INSURANCE COMPANY
	(Depositor)
By:
	Valerie G. Brown*
	President (principal executive officer)
By:	/s/ John S. Kreighbaum
	John S. (Scott) Kreighbaum as
	Attorney-in-Fact

As required by the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement
has been signed by the following persons in the capacities indicated on September 10, 2008.

Signatures	Officer Titles
	President
Valerie G. Brown*	(principal executive officer)
	Chief Accounting Officer
Steven T. Pierson*
DIRECTORS
	Chief Financial Officer
David A. Wheat*
Bridget M. Healy*
Robert G. Leary*
Thomas J. McInerney*
Kathleen A. Murphy*

Signatures		Officer Titles
Catherine H. Smith*
By:	/s/ John S. Kreighbaum
John S. (Scott) Kreighbaum as
	Attorney-in-Fact

*Executed by John S. (Scott) Kreighbaum on behalf of those indicated pursuant to Powers of Attorney.

EXHIBIT INDEX
ITEM	EXHIBIT	PAGE #
(5)e	Deferred Variable Annuity Application (137098) (10-6-2008)	EX-99.B5E
(9)	Opinion and Consent of Counsel	EX-99.B9
(10)	Consent of Independent Registered Public Accounting Firm	EX-99.B10

EX-99.B5E

Issued by ING USA Annuity and Life Insurance Company
A member of the ING family of companies
Distributed by Directed Services LLC

ING GoldenSelect

Deferred Variable Annuity Application

Countrywide except FL, MA, MD, NC, NJ, NV, OR and TX

Annuities

IMPORTANT INFORMATION AND REMINDERS
Page 1

• The name, trust date (if applicable), address, birth date, Social Security number/tax identification number, and country of citizenship is provided for each individual/entity named.

Page 2

• The primary or contingent status for each named beneficiary is entered in section 3(A).
• Each beneficiary is named individually. If there are any trust designations, the trust name and the trust date are included.
• Designated beneficiary percentages are clearly entered and total 100% for all primary beneficiaries and 100% for all contingent beneficiaries.
• If a separate sheet containing additional beneficiary information is needed, that sheet is signed and dated by the owner.
• If the ING Joint LifePay Plus living benefit option is selected on a custodially owned contract, the custodial beneficiary information is entered in section 3(B).

Page 3

• If a transfer is required, the approximate transfer amount is entered in section 4. If there are multiple transfers, each approximate transfer amount is entered separately.
• The initial premium meets the selected product’s minimum requirements.
• Select one product and one death benefit. If choosing an optional living benefit rider, select only one.
• Enhanced death benefits or earnings multiplier cannot be selected with joint owners.
• If Telephone/Electronic Transmission Reallocation Authorization is selected, the owner has initialed where required to authorize the agent. The name and Social Security number for each additional person is entered in section 6.

Page 4

• The owner and joint owner (if applicable) have initialed their consent to future electronic information delivery. We will not provide their e-mail addresses to any third party.
• The plan type for this new annuity (e.g., Non-Qualified, IRA, Simple IRA) is indicated in section 8, and any applicable conversion/establishment dates are provided.
• If a replacement is involved, the appropriate transfer and state replacement forms are completed and submitted with this application.

Page 5

• Use section 10A only if you have not elected the ING LifePay Plus or ING Joint LifePay Plus living benefit options.
• All allocations (fixed and variable) total 100% of the initial investment amount.
• To elect an optional DCA transfer program, allocate money to either ING Liquid Assets or 6-Month DCA, and indicate the funds the DCA is to go to by writing percentages in the “DCA Allocation % (Optional)” columns. Both allocations must total 100%.

Page 6

• Use section 10B only if you have elected the ING LifePay Plus or ING Joint LifePay Plus living benefit options.
• Please note, contracts that elect the ING LifePay Plus or ING Joint LifePay Plus options must comply with the fund allocation requirements as described on this page (see Options 1-3) and in your prospectus. These requirements apply to both initial and DCA allocations. Please see the next page for examples.
• Applications that do not comply with these requirements will be deemed not in good order, and the contract will not be issued until correct investment instructions are received.
• After contract issue, ING USA Annuity and Life Insurance Company may periodically rebalance the contract value to remain in compliance with the ING LifePay Plus and ING Joint LifePay Plus allocation requirements. Please see your prospectus for additional information.
• To elect an optional DCA transfer program, allocate money to either ING Liquid Assets or 6-Month DCA, and indicate the funds the DCA is to go to by writing percentages in the “DCA Allocation % (Optional)” columns. Both allocations must total 100%.

Page 7

• Provide any additional remarks in section 12 (e.g., additional beneficiaries).

Page 8

• The owner has signed and dated section 14, including the city and state where this application was signed. If this is different from the owner’s resident state, an explanation is provided at the top of page 1 and a “Nexus Information Worksheet” is submitted with this application.
• If this form is signed by a power of attorney, legal guardian, etc. a copy of the appropriate supporting documentation is provided confirming the signer’s ability to act on behalf of the owner.

Page 9

• The name, Social Security number, phone number, broker/dealer branch, and signature for each agent is provided.
• If more than one agent is listed, the agent commission split is entered and totals 100%.

MAILING INSTRUCTIONS
Send completed and signed documents to:
For Regular Mail:	ING ANNUITIES	For Overnight Delivery:	ING ANNUITIES
	Attn: New Business		Attn: New Business
	PO Box 9271		909 Locust Street
	Des Moines, IA 50306-9271		Des Moines, IA 50309-2899

To contact our Licensing Department, please call 800-235-5965.
To contact our Client Services Department, please call 800-366-0066.
To contact our Sales Desk, please call:
INDEPENDENT DIVISION	NYSE/REGIONAL DIVISION
800-344-6860	800-243-3706

EXAMPLES OF ING LIFEPAY PLUS AND ING JOINT LIFEPAY PLUS FUND ALLOCATIONS

If you elect ING LifePay Plus or ING Joint LifePay Plus, there are allocation guidelines that must be followed.
Option 1: You may allocate entirely among Accepted Funds without restriction.
Option 2: You may elect not to allocate any account value to Accepted Funds and allocate entirely among the LifePay Plus Fixed Allocation Fund(s) and
Other Funds. However, at least 25% of the account value must be invested in the LifePay Plus Fixed Allocation Fund(s).
Option 3: You may allocate among a combination of Accepted Funds, the LifePay Plus Fixed Allocation Fund(s), and Other Funds. However, at least 25%
of the account value not invested in Accepted Funds must be invested in the LifePay Plus Fixed Allocation Fund(s).

Here are some common allocation percentage combinations you might want to use:

Accepted	Fixed Allocation Fund(s)	Other	Accepted	Fixed Allocation Fund(s)	Other
0%	25.00%	75.00%	55%	11.25%	33.75%
5%	23.75%	71.25%	60%	10.00%	30.00%
10%	22.50%	67.50%	65%	8.75%	26.25%
15%	21.25%	63.75%	70%	7.50%	22.50%
20%	20.00%	60.00%	75%	6.25%	18.75%
25%	18.75%	56.25%	80%	5.00%	15.00%
30%	17.50%	52.50%	85%	3.75%	11.25%
35%	16.25%	48.75%	90%	2.50%	7.50%
40%	15.00%	45.00%	95%	1.25%	3.75%
45%	13.75%	41.25%	100%	0.00%	0.00%
50%	12.50%	37.50%

IMPORTANT INFORMATION ABOUT THE ING JOINT LIFEPAY PLUS LIVING BENEFIT RIDER

There are certain issue requirements that must be met to successfully elect the ING Joint LifePay Plus living benet rider. Applications
that do not comply with these issue requirements will be deemed not in good order, and the contract will not be issued.

The ING USA Annuity and Life Insurance Company Joint LifePay Plus living benefit rider can only be issued if there are two
individuals who are married at the time of issue and meet the ownership, annuitant and beneficiary issue requirements listed
in the table below. ING USA Annuity and Life Insurance Company will comply with the then current definition of marriage under
federal tax law and regulations and federal tax publications issued by the Internal Revenue Service (IRS). The IRS has interpreted
marriage to mean a legal union between a man and a woman as husband and wife. Please consult your financial advisor to
determine whether you meet the requirements.

ING Joint LifePay Plus Living Benefit Issue Requirements
			Annuitant(s)	Primary Beneficiary
Type of Plan	Owner1	Ownership Requirements	Requirements	Requirements
Non-Qualified	Joint owners	The two owners must be the	Must be a spouse.	None
		two spouses.
	Single owner	The owner must be a spouse.	Must be a spouse.	Sole primary beneficiary
				must be the owner’s spouse.
Qualified-IRA	Single owner2	The owner must be a spouse.	Must be the owner.	Sole primary beneficiary
				must be the owner’s spouse.3

¹ Non-natural owners are not allowed. Neither joint owners nor non-natural owners are allowed under qualied plans.
² Includes custodial accounts. The benecial owner of the custodial account must be one of the spouses.
³ If a custodial account, this requirement applies to the beneciary information on record with the custodian.

Changes in ownership, annuitant and/or beneficiary designations, and changes in marital status may affect the terms and conditions
of the ING Joint LifePay Plus living benefit option. Please refer to your prospectus for complete details to determine if this living
benefit option is consistent with your needs and objectives in purchasing an annuity contract.

If you decide to elect the ING Joint LifePay Plus living benefit option, please be sure to provide names, birth dates and Social Security
numbers wherever requested on the application. Please follow the instructions listed on the “Important Information and Reminders”
page at the beginning of this document.

For Agent Use Only: Client Account Number
If this application is being signed in a state other than the owner’s resident state, please specify the state where the business was
solicited and the purpose of the visit.
1(A). OWNER (Please provide supporting documentation for all non-natural owners.)
Name				Trust Date
SSN/TIN		Birth Date		Male	Female
Street Address
	(No P.O. Box addresses.)		City	State	ZIP
Mailing Address
	(If different than above.)		City	State	ZIP
Phone			E-mail Address
Country of Citizenship
1(B). JOINT OWNER	(Standard Death Benefit option only. Earnings Multiplier not available.)
Relationship to Owner
Name				Trust Date
SSN/TIN		Birth Date		Male	Female
Street Address
	(No P.O. Box addresses.)		City	State	ZIP
Mailing Address
	(If different than above.)		City	State	ZIP
Phone			E-mail Address
Country of Citizenship
2(A). ANNUITANT
Relationship to Owner:	Owner	Joint Owner	Other (Please complete the information below if this choice is selected.)
Name				Relationship to Owner
SSN		Birth Date		Male	Female
Street Address
	(No P.O. Box addresses.)		City	State	ZIP
Country of Citizenship
2(B). CONTINGENT ANNUITANT (Optional.)
Name				Relationship to Owner
SSN		Birth Date		Male	Female
Street Address
	(No P.O. Box addresses.)		City	State	ZIP
Country of Citizenship
GA-CDF-1109(04/08)			Page 1 of 9	Order #137098 10/06/2008

3(A). BENEFICIARY(S) (All fields for each beneficiary must be completed. Complete Section 3B for custodially owned contracts.)
Restricted Beneficiary. (If selected, complete a “Restricted Beneficiary” form and submit with this application.)
Beneficiary proceeds will be split equally if no percentages are provided.
Primary Beneficiary
Name	Birth Date	Percent			%
SSN/TIN	Relationship to Owner
Address
Primary	Contingent Beneficiary
Name	Birth Date	Percent			%
SSN/TIN	Relationship to Owner
Address
Primary	Contingent Beneficiary
Name	Birth Date	Percent			%
SSN/TIN	Relationship to Owner
Address
Please use the space in Section 12 if you need to list additional beneciaries.
3(B). CUSTODIAL BENEFICIARY (Required if Joint LifePay Plus is selected on a custodially owned contract. This sole beneficiary
must be the spouse of the annuitant. All fields must be completed.)
Name	Birth Date	Percent	100		%
SSN/TIN	Is this sole beneficiary the spouse of the annuitant?			Yes	No

Address
SAMPLE BENEFICIARY DESIGNATIONS
Be sure to use given names such as “Mary M. Doe,” not “Mrs. John Doe,” and include the address and relationship of the
beneficiary or beneficiaries to the owner. The following designations may be helpful to you:
		Relationship
	Name	to Owner	Birth Date	SSN/TIN	Percent
One Primary Beneciary	Mary M. Doe	Sister	03/31/1950	123-45-6789	100%
Two Primary Beneciaries	Jane J. Doe	Mother	04/01/1940	###-##-####	50%
	John J. Doe	Father	05/01/1935	###-##-####	50%
One Primary Beneciary	Jane J. Doe	Wife	11/30/1923	###-##-####	100%
One Contingent	John J. Doe	Son	06/18/1951	###-##-####	100%
Estate	Estate of John Doe	Estate	N/A	67-981239	100%
	ABC Trust
Trust		Trust	N/A	44-234567	100%
	Dated 1/1/85
Testamentary Trust1	Trust created by the Last
		Testamentary
(Trust established within the	Will and Testament of		N/A	38-078602	100%
owner’s will)	John Doe	Trust
1If the trust is terminated or if no trustee is qualified to receive the proceeds within six months of the insured’s death, then the proceeds go to the owner or
owner’s estate.
GA-CDF-1109(04/08)		Page 2 of 9		Order #137098 10/06/2008

4. INITIAL INVESTMENT (Make all checks payable to ING USA Annuity and Life Insurance Company.)

Initial Premium Paid $

Estimated Amount of Transfer/1035 Exchange $

5.	PRODUCT SELECTION (Must select one.)
	Premium Plus                      ES II                            Landmark                      Access

Death Benefit Option (Select one. If a death benefit is not chosen, the death benefit will be the Standard Death Benefit.)

Standard (This is the only death benefit option available to joint owners.)

Annual Ratchet (Only Available in WA.) ¹

Quarterly Ratchet (Not available in WA.) ¹

MAX 5.5 (Only Available in WA.) ¹

MAX 7% Solution (Not available in WA.) ¹

¹Only available for owner and annuitant ages 0-75, unless LifePay Plus or Joint LifePay Plus is elected. If LifePay Plus or Joint LifePay Plus is elected, owner ages 0-79
are permitted. Please consider the additional cost of these options (0.75% of MGWB Base for LifePay Plus and 0.95% of MGWB Base for Joint LifePay Plus) as well
as their interaction with the death benefit elected to determine if this combination is appropriate considering your investment objectives.

Optional Earnings Multiplier

Earnings Multiplier Benefit Rider (Not available for joint owners or in the state of WA.)

Optional Living Benefit (May select one.)

Minimum Guaranteed Income Benefit (MGIB) (Only available for owner and annuitant ages 0 - 75 years.)
ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (2008.v1) (“LifePay Plus”)²

ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (2008.v1) (“Joint LifePay Plus”) ²
There are specific ownership and beneficiary requirements for election of the Joint LifePay Plus benefit option.

² Funds must be allocated per the LifePay Plus and Joint LifePay Plus requirements detailed on page 6. Read your prospectus carefully regarding details about the
LifePay Plus and Joint LifePay Plus options. Applications that do not comply with these requirements will be deemed not in good order, and the contract will not be
issued until correct investment instructions are received.

6. TELEPHONE/ELECTRONIC TRANSMISSION AUTHORIZATION

I authorize ING USA Annuity and Life Insurance Company to act upon instructions given by electronic means or voice command
from the agent that signs in section 15 and/or the following individuals listed below upon furnishing their Social Security Number
or alternative identification number.
To authorize an individual (including an agent), owner must initial:
Provide the name and Social Security Number of other authorized individuals below:

Name  _______________________________	SSN/TIN  _____________________________
Name  _______________________________	SSN/TIN  _____________________________

Neither the Company nor any person authorized by the Company will be responsible for any claim, loss, liability, or expense in
connection with instructions received by electronic means or voice command from such person if the Company or other such person
acted on such electronic means or voice command in good faith in reliance upon this authorization. The Company will continue to
act upon this authorization until such time as the person indicated above is no longer affiliated with the broker/dealer under which
my contract was purchased or until such time as I notify the Company in writing of a change in instructions.
Note: If a Social Security Number/Tax ID Number is not provided, the proposed individual will not be authorized for certain transactions.
GA-CDF-1109(04/08)	Page 3 of 9	Order #137098 10/06/2008

7. ELECTRONIC INFORMATION CONSENT

(Both owners must consent for jointly owned contracts.)
I consent to electronic delivery by ING USA, when available, of:

(Owner Initials) (Owner Initials)

• Legal disclosure materials (prospectuses and prospectus supplements for the variable annuity and the underlying funds and annual and semi-annual reports for the underlying funds).
• Account documents (quarterly statements and immediate conrmations).
• Related correspondence (privacy notice and other notices to customers).

I conrm that I have ready access to a computer with the hardware and software necessary (a CD-ROM drive and Adobe^® Acrobat^®,
and Internet access and an active e-mail account) to receive this information electronically – in the form of a compact disc, by e-mail
or by notice to me of this information being made available on ING’s website – and to be able to read and retain it.

I understand that:

• There is no charge for electronic delivery, although I may incur the costs of Internet access and computer usage.
• I may always request a paper copy of this information at any time for no charge, even though I consented to electronic delivery or if I decide to revoke my consent.
• ING is not required to deliver this information electronically and may discontinue electronic delivery in whole or part at any time.

This consent is effective until further notice by ING or I revoke it.

Please call 800-366-0066 if you would like to revoke your consent, wish to receive a paper copy of any of the information above, or
need to update your e-mail address indicated on page 1 of this application.

8. PLAN TYPE

Non-Qualified

1035 Exchange

Qualified

IRA	IRA Rollover from Qualified Plan
SEP-IRA	IRA Transfer (e.g., Trustee to Trustee transfer)
Qualified Other
Indicate contribution amount and appropriate tax year
Roth IRA. If transfer, provide original conversion/establishment date and amount
Simple IRA. If transfer, provide original establishment date and amount
9. REPLACEMENT
Do you currently have any existing individual life insurance policies or annuity contracts?		Yes	No
Will this contract replace any life insurance policy or annuity contract in this or any other company?			Yes	No
If “Yes,” please identify each policy or contract and the issuing company.
Company	Policy/Contract #
Company	Policy/Contract #
Company	Policy/Contract #
Company	Policy/Contract #
If either or both of the questions in this section are answered “Yes,” please complete and return with this form a copy of any state
replacement form(s), as applicable.
GA-CDF-1109(04/08)	Page 4 of 9			Order #137098 10/06/2008

10A. ALLOCATION SELECTION – USE IF YOU HAVE NOT ELECTED THE LIFEPAY PLUS OR JOINT LIFEPAY PLUS BENEFIT OPTION
Complete page 6, Section 10B if you have elected the LifePay Plus or Joint LifePay Plus benefit option.
To elect an optional DCA transfer program, allocate money to either ING Liquid Assets or 6-Month DCA³, and indicate the funds the
DCA is to go to by writing percentages in the ”DCA (Optional)” columns. Enter allocations in whole percentages. The initial and DCA

allocations must each total 100%.		Variable Investments1
Initial		DCA	Initial		DCA
Allocation %		Allocation %	Allocation %		Allocation %
(Required)		(Optional)	(Required)		(Optional)
_______ % BlackRock Global Allocation V.I.		_______ %	_______ % ING Marsico Growth		_______ %
_______ % Fidelity® VIP Contrafund		_______ %	_______ % ING Marsico International Opportunities		_______ %
_______ % ING AllianceBernstein Mid Cap Growth		_______ %	_______ % ING MFS Total Return		_______ %
_______ % ING American Funds Asset Allocation		_______ %	_______ % ING MFS Utilities		_______ %
_______ % ING American Funds Bond		_______ %	_______ % ING Multi-Manager International Small Cap Equity _______ %
_______ % ING American Funds Growth		_______ %	_______ % ING Oppenheimer Active Asset Allocation		_______ %
_______ % ING American Funds Growth-Income		_______ %	_______ % ING Oppenheimer Global		_______ %
_______ % ING American Funds International		_______ %	_______ % ING Oppenheimer Main Street		_______ %
_______ % ING American Funds World Allocation		_______ %	_______ % ING PIMCO Core Bond		_______ %
_______ % ING Baron Small Cap Growth		_______ %	_______ % ING Pioneer Mid Cap Value		_______ %
_______ % ING BlackRock Global Science and Technology		_______ %	_______ % ING Russell Global Large Cap Index 85%		_______ %
_______ % ING BlackRock Large Cap Growth		_______ %	_______ % ING Russell Large Cap Index		_______ %
_______ % ING Columbia Small Cap Value II		_______ %	_______ % ING Russell Mid Cap Index		_______ %
_______ % ING Davis New York Venture		_______ %	_______ % ING Russell Small Cap Index		_______ %
_______ % ING Evergreen Health Sciences		_______ %	_______ % ING T. Rowe Price Capital Appreciation		_______ %
_______ % ING Evergreen Omega		_______ %	_______ % ING T. Rowe Price Equity Income		_______ %
_______ % ING FMR(SM) Diversied Mid Cap		_______ %	_______ % ING T. Rowe Price Growth Equity		_______ %
_______ % ING Focus 5		_______ %	_______ % ING Templeton Foreign Equity		_______ %
_______ % ING Franklin Income		_______ %	_______ % ING Templeton Global Growth		_______ %
_______ % ING Franklin Mutual Shares		_______ %	_______ % ING Van Kampen Capital Growth		_______ %
_______ % ING Franklin Templeton Founding Strategy		_______ %	_______ % ING Van Kampen Comstock		_______ %
_______ % ING Global Equity Option		_______ %	_______ % ING Van Kampen Equity & Income		_______ %
_______ % ING Global Real Estate		_______ %	_______ % ING Van Kampen Global Franchise		_______ %
_______ % ING Global Resources		_______ %	_______ % ING Van Kampen Global Tactical Asset Allocation		_______ %
_______ % ING International Index		_______ %	_______ % ING Van Kampen Growth and Income		_______ %
_______ % ING Janus Contrarian		_______ %	_______ % ING VP Growth and Income		_______ %
_______ % ING JPMorgan Emerging Markets Equity		_______ %	_______ % ING VP Intermediate Bond		_______ %
_______ % ING JPMorgan Mid Cap Value		_______ %	_______ % ING VP MidCap Opportunities		_______ %
_______ % ING Julius Baer Foreign		_______ %	_______ % ING VP Small Company		_______ %
_______ % ING Lehman Brothers U.S. Aggregate Bond Index _______ %			_______ % ING WisdomTree(SM) Global High Yielding Equity Index _______ %
_______ % ING Liquid Assets2		_______ %
ING Lifestyle Portfolios1
_______ % ING Lifestyle Aggressive Growth		_______ %	_______ % ING Lifestyle Moderate		_______ %
_______ % ING Lifestyle Conservative		_______ %	_______ % ING Lifestyle Moderate Growth		_______ %
_______ % ING Lifestyle Growth		_______ %
Fixed Investments2
Enter the allocation percentage and the fixed interest period. Check availability prior to selection.
_______ % 6	Month DCA3		_______ %	Year Fixed
_______ %	Year Fixed		_______ %	Year Fixed
_______ %	Year Fixed		_______ %	Year Fixed
	100 % Allocation Total (Initial and DCA (if elected) allocations must each total 100%.)
1 The available share class is subject to distribution and/or service (12b-1) fees.
2 Death benefit and living benefit guarantees may be affected by amounts invested in or transferred to and from these investment options.
3 Not available in Washington. Only available in New Hampshire with the Landmark product.
GA-CDF-1109(04/08)		Page 5 of 9		Order #137098 10/06/2008

   

10B. ALLOCATION SELECTION – USE IF YOU HAVE ELECTED THE LIFEPAY PLUS OR JOINT LIFEPAY PLUS BENEFIT OPTION
Complete page 5, Section 10A if you did not elect the LifePay Plus or Joint LifePay Plus benefit option.
Enter allocations in whole percentages according to the following options. DCA allocations also must follow the option limitations.
To elect an optional DCA transfer program, allocate money to either ING Liquid Assets or 6-Month DCA³, and indicate the funds the
DCA is to go to by writing percentages in the “DCA (Optional)” columns. The initial and DCA allocations must each total 100%.
Option 1 - You may allocate entirely among Accepted Funds without restriction.
Option 2 - You may elect not to allocate any account value to Accepted Funds and allocate entirely among the LifePay Plus Fixed
Allocation Fund(s) and Other Funds. However, at least 25% of the account value must be invested in the LifePay Plus Fixed
Allocation Fund(s).
Option 3 - You may allocate among a combination of Accepted Funds, the LifePay Plus Fixed Allocation Fund(s), and Other Funds.
However, at least 25% of the account value not invested in Accepted Funds must be invested in the LifePay Plus Fixed

	Allocation Fund(s).
Accepted Funds
Initial		DCA	Initial		DCA
Allocation %	Variable Investments1	Allocation % Allocation %			Allocation %
(Required)		(Optional)	(Required)		(Optional)
_______ % BlackRock Global Allocation V.I.		_______ %	_______ % ING Russell Global Large Cap Index 85%		_______ %
_______ % ING American Funds Asset Allocation		_______ %	_______ % ING T. Rowe Price Capital Appreciation		_______ %
_______ % ING American Funds World Allocation		_______ %	_______ % ING Van Kampen Equity & Income		_______ %
_______ % ING Franklin Templeton Founding Strategy		_______ %	_______ % ING Van Kampen Global Tactical Asset Allocation		_______ %
_______ % ING Global Equity Option		_______ %	_______ % ING WisdomTree(SM) Global High Yielding Equity Index _______ %
_______ % ING LifeStyle Conservative		_______ %
_______ % ING Lifestyle Growth		_______ %
_______ % ING Lifestyle Moderate		_______ %		Fixed Investments2
_______ % ING Lifestyle Moderate Growth		_______ %	_______ % 6 Month DCA3		___N_A___%
_______ % ING Liquid Assets2		_______ %	_______ %	Year Fixed	___N_A___%
_______ % ING MFS Total Return		_______ %	_______ %	Year Fixed	___N_A___%
_______ % ING Oppenheimer Active Asset Allocation		_______ %	_______ %	Year Fixed	___N_A___%
LifePay Plus Fixed Allocation Fund(s)1
_______ % ING American Funds Bond		_______ %	If you have chosen to allocate according to Option 2 or 3
_______ % ING Lehman Brothers U.S. Aggregate Bond Index _______ %			above, at least 25% of the account value not invested in
_______ % ING PIMCO Core Bond		_______ %	Accepted Funds must be invested in the LifePay Plus Fixed
_______ % ING VP Intermediate Bond		_______ %	Allocation Fund(s).
Other Funds1
_______ % Fidelity® VIP Contrafund		_______ %	_______ % ING Lifestyle Aggressive Growth		_______ %
_______ % ING AllianceBernstein Mid Cap Growth		_______ %	_______ % ING Marsico Growth		_______ %
_______ % ING American Funds Growth		_______ %	_______ % ING Marsico International Opportunities		_______ %
_______ % ING American Funds Growth-Income		_______ %	_______ % ING MFS Utilities		_______ %
_______ % ING American Funds International		_______ %	_______ % ING Multi-Manager International Small Cap Equity _______ %
_______ % ING Baron Small Cap Growth		_______ %	_______ % ING Oppenheimer Global		_______ %
_______ % ING BlackRock Global Science and Technology		_______ %	_______ % ING Oppenheimer Main Street		_______ %
_______ % ING BlackRock Large Cap Growth		_______ %	_______ % ING Pioneer Mid Cap Value		_______ %
_______ % ING Columbia Small Cap Value II		_______ %	_______ % ING Russell Large Cap Index		_______ %
_______ % ING Davis New York Venture		_______ %	_______ % ING Russell Mid Cap Index		_______ %
_______ % ING Evergreen Health Sciences		_______ %	_______ % ING Russell Small Cap Index		_______ %
_______ % ING Evergreen Omega		_______ %	_______ % ING T. Rowe Price Equity Income		_______ %
_______ % ING FMR(SM) Diversied Mid Cap		_______ %	_______ % ING T. Rowe Price Growth Equity		_______ %
_______ % ING Focus 5		_______ %	_______ % ING Templeton Foreign Equity		_______ %
_______ % ING Franklin Income		_______ %	_______ % ING Templeton Global Growth		_______ %
_______ % ING Franklin Mutual Shares		_______ %	_______ % ING Van Kampen Capital Growth		_______ %
_______ % ING Global Real Estate		_______ %	_______ % ING Van Kampen Comstock		_______ %
_______ % ING Global Resources		_______ %	_______ % ING Van Kampen Global Franchise		_______ %
_______ % ING International Index		_______ %	_______ % ING Van Kampen Growth and Income		_______ %
_______ % ING Janus Contrarian		_______ %	_______ % ING VP Growth and Income		_______ %
_______ % ING JPMorgan Emerging Markets Equity		_______ %	_______ % ING VP MidCap Opportunities		_______ %
_______ % ING JPMorgan Mid Cap Value		_______ %	_______ % ING VP Small Company		_______ %
_______ % ING Julius Baer Foreign		_______ %
____1_0_0___% Allocation Total (Initial and DCA (if elected) allocations must each total 100%.)
1 The available share class is subject to distribution and/or service (12b-1) fees.
2 Death benefit and living benefit guarantees may be affected by amounts invested in or transferred to and from these investment options.
3 Not available in Washington. Only available in New Hampshire with the Landmark product.
GA-CDF-1109(04/08)		Page 6 of 9		Order #137098 10/06/2008

 

11. OPTIONAL ACCOUNT REBALANCING PROGRAM (May not use with Dollar Cost Averaging.)
Automatic Allocation Rebalancing will occur on the last business day of the next scheduled rebalancing date. Please consult your
prospectus for details regarding this feature as well as restrictions, minimum or maximum limitations, fees and other applicable
information. Automatic Allocation Rebalancing does not apply to the Fixed Investments and cannot be elected if you participate
in Dollar Cost Averaging. The percentages will be proportionally recalculated for subsequent reallocations if you have chosen a
Fixed Allocation Election. Any subsequent reallocation, add-on or partial withdrawal you direct, other than on a pro rata basis, will
terminate this program.

Please rebalance my portfolio to the allocations on this application:

Quarterly   

Semi-Annually

Annually

12. SPECIAL REMARKS

13. STATE REQUIRED NOTICES

Below are notices that apply only in certain states. Please read the following carefully to see if any apply in your state.
Arizona: On receiving your written request, we will provide you with information regarding the benefits and provisions of the
annuity contract for which you have applied. If you are not satisfied, you may cancel your contract by returning it within 20 days, or
within 30 days if you are 65 years of age or older on the date of the application for the annuity, after the date you receive it. Any
premium paid for the returned contract will be refunded without interest.

California Reg. 789.8: The sale or liquidation of any asset in order to buy insurance, either life insurance or an annuity 

contract, may have tax consequences. Terminating any life insurance policy or annuity contract may have early withdrawal penalties 

or other costs or penalties, as well as tax consequences. You may wish to consult independent legal or financial advice before 

the sale or liquidation of any asset and before the purchase of any life insurance or annuity contract. 

Colorado: It is unlawful to knowingly provide false, incomplete, or misleading facts or information to an insurance company for the
purpose of defrauding or attempting to defraud the company. Penalties may include imprisonment, fines, denial of insurance and
civil damages. Any insurance company or agent of an insurance company who knowingly provides false, incomplete, or misleading
facts or information to a policyholder or claimant for the purpose of defrauding or attempting to defraud the policyholder or
claimant with regard to a settlement or award payable from insurance proceeds shall be reported to the Colorado division of
insurance within the department of regulatory agencies.
Florida: Any person who knowingly and with intent to injure, defraud, or deceive any insurer files a statement of claim or an
application containing false, incomplete, or misleading information is guilty of a felony of the third degree.
Kentucky: Any person who knowingly and with intent to defraud any insurance company or other person files an application for
insurance containing any materially false information or conceals, for the purpose of misleading, information concerning any fact
material thereto commits a fraudulent insurance act, which is a crime.

New Jersey: Any person who includes any false or misleading information on an application for an insurance policy is subject to 

criminal and civil penalties. 

Ohio: Any person who, with intent to defraud or knowing that he is facilitating a fraud against an insurer, submits an application
or files a claim containing a false or deceptive statement is guilty of insurance fraud.
Pennsylvania: Any person who knowingly and with intent to defraud any insurance company or other person files an application for
insurance or statement of claim containing any materially false information or conceals for the purpose of misleading, information
concerning any fact material thereto commits a fraudulent insurance act, which is a crime and subjects such person to criminal and
civil penalties.
Virginia: Any person who, with the intent to defraud or knowing that he is facilitating a fraud against an insurer, submits an
application or files a claim containing a false or deceptive statement may have violated the state law.
Arkansas, Washington D.C., Hawaii, Louisiana, Maine, New Mexico, Oklahoma, and Tennessee: Any person who
knowingly and with intent to injure, defraud or deceive any insurance company, submits an application for insurance containing
any materially false, incomplete, or misleading information, or conceals for the purpose of misleading, any material fact, is guilty
of insurance fraud, which is a crime and in certain states, a felony. Penalties may include imprisonment, fine, denial of benefits, or civil
damages.
Washington: It is a crime to knowingly provide false, incomplete, or misleading information to an insurance company for the
purpose of defrauding the company. Penalties include imprisonment, fines, and denial of insurance benefits.

GA-CDF-1109(04/08)  Page 7 of 9  Order #137098 10/06/2008 

14. SIGNATURES AND ACKNOWLEDGEMENTS (Please read carefully and sign below.)

Important information: To help the government fight the funding for terrorism and money laundering
activities, federal law requires all financial institutions to obtain, verify, and record information that
identifies each person who opens an account. What this means to you: When you apply for an annuity,
we will ask for your name, address, date of birth, and other information that will allow us to identify
you. We may also ask to see your driver’s license or other identifying documents.
By signing below, I acknowledge receipt of the Prospectus. I agree that, to the best of my knowledge
and belief, all statements and answers in this form are complete and true and may be relied upon in
determining whether to issue the applied for variable annuity. Only the owner and ING USA Annuity
and Life Insurance Company have the authority to modify this form.
Variable Annuities and the underlying series shares or securities which fund them are not insured by the FDIC
or any other agency. They are not deposits or other obligations of any bank and are not bank guaranteed.
They are also subject to market fluctuation, investment risk and possible loss of principal invested.
I understand that when based on the investment experience of the Separate Account Division, the
variable annuity cash surrender values may increase or decrease on any day and that no minimum value
is guaranteed. The variable annuity applied for is in accord with my anticipated financial objectives.
I understand that the value allocated to any Account subject to a Market Value Adjustment may increase
or decrease if surrendered or withdrawn prior to a specified date(s) as stated in the contract.
I understand that IRAs and other qualified plans already provide tax deferral like that provided by the
contract. For an additional cost, the contract provides additional features and benefits, including death
benefits and the ability to receive a lifetime income. I should not purchase a qualified contract unless I
want these benefits, taking into account their cost.
In certain circumstances, Fixed Allocation Fund Automatic Rebalancing may result in a reallocation into
the LifePay Plus Fixed Allocation Fund(s), even if you have not previously been invested in them. By
electing to purchase the LifePay Plus or Joint LifePay Plus option (if chosen), you are providing ING USA
Annuity and Life Insurance Company with direction and authorization to process these transactions,
including reallocations into the LifePay Plus Fixed Allocation Fund(s). You should not purchase the
LifePay Plus or Joint LifePay Plus option if you do not wish to have your contract value reallocated in
this manner.

TAXPAYER CERTIFICATION

Under penalties of perjury, my/our signature(s) certifies/certify that:

1.	The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me).
2.	I am not subject to backup withholding because (a) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (b) the IRS has notified me that I am no longer subject to backup withholding.
3.	I am a U.S. citizen or U.S. resident alien.

The Internal Revenue Service does not require your consent to any provision of this document other than the
certifications required to avoid backup withholding.

Owner Signature
Signed at (City, State)		Date
Joint Owner Signature (if applicable)
Signed at (City, State)		Date
Annuitant Signature (if other than owner)
Signed at (City, State)		Date
GA-CDF-1109(04/08)	Page 8 of 9		Order #137098 10/06/2008

15. AGENT INFORMATION

Check here if the applicant is on active duty with the U.S. Armed Forces or is a dependent of any active duty service member of
the U.S. Armed Forces. Complete the Military Personnel Financial Services Disclosure Regarding Insurance Products and return
it with this application.

Does the applicant have existing individual life insurance policies or annuity contracts?	Yes	No
Do you have reason to believe that the contract applied for will replace any existing annuity or life insurance coverage?			Yes	No

If either or both of the questions in this section are answered “Yes,” please complete and return with this form a copy of any state
replacement form(s), as applicable.

If your state has adopted the NAIC Model Replacement Regulation or other state specific replacement regulations, did
you remember to do the following?

Provide any required replacement notice to the client and offer to read it aloud? (Note: If any of the questions in Replacement
Section 9 or in this Section 15 are answered “Yes,” you must provide a replacement notice.)

Complete any required state specific paperwork?

By signing below you certify: 1) replacement questions were answered, 2) any sales material was shown to the applicant and a copy was
left with the applicant, 3) you used only insurer-approved sales material, 4) you have not made statements that differ from
the sales material, and 5) no promises were made about the future value of any contract elements that are not guaranteed. (This
includes any expected future index gains that may apply to this contract.)

Premium Plus Only:			Producer Contract		ING Employee Contract
Compensation Alternative (Select one. Please verify with your broker/dealer that the option you select is available.):
A	B	C	D	E
Check here if there are multiple agents on this contract.
Split: for Agent #1 _________________%, Agent #2_________________%, Agent #3_________________%
Please Note: Compensation will be split equally if no percentage is indicated. Partial percentages will be rounded up. Percentages
must total 100%. Agent #1 will be given the highest percentage in the case of unequal percentages. Agent #1 will receive all
correspondence regarding the policy.
Agent #1
Print Name					Signature
SSN					Agent Phone
Broker/Dealer Branch					Broker Code
Agent #2
Print Name					Signature
SSN					Agent Phone
Broker/Dealer Branch					Broker Code
Agent #3
Print Name					Signature
SSN					Agent Phone
Broker/Dealer Branch					Broker Code
GA-CDF-1109(04/08)					Page 9 of 9	Order #137098 10/06/2008

 

GA-CDF-1109(04/08)
137098
10/06/2008

EX-99.B9

[ING STATIONERY]

September 10, 2008

Members of the Board of Directors
ING USA Annuity and Life Insurance Company
1475 Dunwoody Drive
West Chester, PA 19380-1478

Ladies and Gentlemen:

In my capacity as Counsel for ING USA Annuity and Life Insurance Company (the “Company”), I have
examined the Registration Statement on Form N-4 in connection with the registration under the Securities
Act of 1933, as amended to the date hereof, of an indefinite number of units of interest in Separate
Account B of the Company (the “Account”). I am familiar with the proceedings taken and proposed to be
taken in connection with the authorization, issuance and sale of units.

Based upon my examination and upon my knowledge of the corporate activities relating to the Account, it
is my opinion that:

(1)	The Company was organized in accordance with the laws of the State of Iowa and is a
	duly authorized stock life insurance company under the laws of Iowa and the laws of
	those states in which the Company is admitted to do business;
(2)	The Account is a validly established separate investment account of the Company;
(3)	Under Iowa law, the portion of the assets to be held in the Account equals the reserve and
	other liabilities for variable benefits under variable annuity contracts to be issued by the
	Account, and such assets are not chargeable with liabilities arising out of any other
	business the Company conducts;
(4)	The units and the variable annuity contracts will, when issued and sold in the manner
	described in the registration statement, be legal and binding obligations of the Company
	and will be legally and validly issued, fully paid, and non-assessable.

I hereby consent to the filing of this opinion as an exhibit to the registration statement.

Sincerely,

/s/ John S. Kreighbaum
John S. (Scott) Kreighbaum
Counsel

1475 Dunwoody Drive
West Chester, PA 19380-1478

Tel: 610-425-3404
Fax: 610-425-3520

EX-99.B10

Exhibit 99-B.10 – Consent of Ernst and Young LLP, Independent Registered Public
Accounting Firm

We consent to the reference to our firm under the caption “Independent Registered Public
Accounting Firm” and to the use of our report dated March 25, 2008, with respect to the
consolidated financial statements of ING USA Annuity and Life Insurance Company as
of December 31, 2007 and 2006, and for each of the three years in the period ended
December 31, 2007, and to the use of our report dated March 21, 2008, with respect to
the statements of assets and liabilities of Separate Account B of ING USA Annuity and
Life Insurance Company as of December 31, 2007, and the related statements of
operations and changes in net assets for the periods disclosed in the financial statements,
incorporated by reference in Post-Effective Amendment No. 41 to the Registration
Statement (Form N-4 No. 333-28769) and the related Prospectus and Statement of
Additional Information of Separate Account B of ING USA Annuity and Life Insurance
Company.

/s/ Ernst & Young LLP 

Atlanta, Georgia
September 10, 2008