485BPOS

As filed with the Securities and Exchange	Registration No. 333-30180
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. 33	[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. 32 to this Registration Statement, as filed on April 7, 2008
(Accession No. 0000836687-08-000161). 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.	Deferred Combination Variable and Fixed Annuity Group Master Contract, (GA-MA-
		1082) incorporated herein by reference to Post-Effective Amendment No. 2 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 26,
		2001 (File Nos. 333-30180, 811-05626).
	b.	Flexible Premium Individual Deferred Combination Variable and Fixed Annuity Contract,
		(GA-IA-1082) incorporated herein by reference to Post-Effective Amendment No. 2 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 26,
		2001 (File Nos. 333-30180, 811-05626).
	c.	Flexible Premium Deferred Combination Variable and Fixed Annuity Certificate, (GA-
		CA-1082) incorporated herein by reference to Post-Effective Amendment No. 2 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 26,
		2001 (File Nos. 333-30180, 811-05626).
	d.	Flexible Premium Deferred Variable Annuity Contract, (GA-IA-1083) incorporated herein
		by reference to Post-Effective Amendment No. 2 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 26, 2001 (File Nos. 333-30180, 811-
		05626).

e.	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).
f.	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).
g.	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).
h.	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).
i.	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).
j.	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).
k.	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).
l.	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).
m.	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).

n.	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).
o.	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).
p.	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).
q.	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).
r.	Guaranteed Death Benefit Transfer Endorsement No. 5 (Base Death Benefit), 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.	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).
t.	Earnings Enhancement Death Benefit Rider (GA-RA-1086), incorporated herein by
	reference to Post-Effective Amendment No. 10 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 24, 2001 (File Nos. 333-28679, 811-5626).
u.	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).

v.	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).
w.	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).
x.	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).
y.	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).
z.	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).
aa.	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).
bb.	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).
cc.	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).
dd.	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, 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 or about October 26, 2005 (File Nos. 333-28755, 811-05626).
	b.	Group Deferred Combination Variable and Fixed Annuity Enrollment Form, incorporated
		herein by reference to Post-Effective Amendment No. 2 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 26, 2001 (File Nos. 333-30180,
		811-05626).
	c.	Deferred Variable Annuity Application (137098) (08-21-2006), incorporated by reference
		to Post-Effective Amendment No.27 to a Registration Statement on Form N-4 for Golden
		American Life Insurance Company Separate Account B filed with the Securities and
		Exchange Commission on August 21, 2006 (File Nos. 333-30180, 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), incorporated herein by
		reference to Post-Effective Amendment No. 41 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 September 10, 2008 (File Nos. 333-28769, 811-
		05626).
(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 Registration Statement on Form N-4 for Golden American Life
		Insurance Company Separate Account B filed with the Securities and Exchange
		Commission on February 11, 2000 (File Nos. 333-30180, 811-5626).

	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. 15 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. 333-30180, 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 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.
	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
	April 7, 2008 (File Nos. 333-30180, 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 62,636 qualified contract owners and 39,221 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
David S. Pendergrass	7337 E Doubletree Ranch Road	Vice President and Treasurer
	Scottsdale, AZ 85258
Spencer T. Shell	5780 Powers Ferry Road	Vice President and Assistant Treasurer
	Atlanta, GA 30327-4390
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 #
(9)	Opinion and Consent of Counsel	EX-99.B9
(10)	Consent of Independent Registered Public Accounting Firm	EX-99.B10

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. 33 to the Registration
Statement (Form N-4 No. 333-30180) 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