485BPOS 1 final12-08.htm REGISTRATION STATEMENT final12-08.pdf -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
As filed with the Securities and Exchange  Registration No. 333-30180 
Commission on December 30, 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. 34                                                     [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 December 31, 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 December 31, 2008 
To The Prospectuses Dated April 28, 2008 For 
 
                    ING GoldenSelect Access            ING GoldenSelect Premium Plus 
                    ING GoldenSelect ESII            ING Architect Variable Annuity 
                    ING GoldenSelect Landmark   
 
Issued By ING USA Annuity and Life Insurance Company 
Through Its Separate Account B 

This supplement updates the prospectus on changes to the contract’s death benefits, and to the MGIB and
ING LifePay Plus riders, effective January 12, 2009, but subject to state approval, as applicable. 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 Annual Ratchet Enhanced Death Benefit is now available in place of the Quarterly Ratchet Enhanced Death
Benefit. So you may choose from one of the following death benefits in purchasing the Contract: (i) Standard Death
Benefit; (ii) Annual Ratchet Enhanced Death Benefit; and (iii) Max 7 Enhanced Death Benefit. (Your Contract’s
death benefit will be the Standard Death Benefit if you do not choose a death benefit.) Before January 12, 2009, the
Quarterly Ratchet Enhanced Death Benefit was available in place of the Annual Ratchet Enhanced Death benefit for
the same charge. All references to the Quarterly Ratchet Enhanced Death Benefit in the prospectus are hereby
updated accordingly, including the headings of the fee tables under “Fees and Expenses – Separate Account Annual
Charges” and “Charges and Fees – Charges Deducted from the Subaccounts – Mortality and Expense Risk Charge.”

Under “Fees and Expenses – Optional Rider Charges” as well as under “Charges and Fees – Optional Rider
Charges,” please replace the tables of charges for the ING LifePay Plus and ING Joint LifePay Plus riders with the
following (with all references to the charges in the prospectus updated accordingly):

  ING LifePay Plus Minimum Guaranteed Withdrawal Benefit rider*: 

  As an Annual Charge - Currently  Maximum Annual Charge 
(Charge Deducted Quarterly)   
0.85% of the ING LifePay Plus Base  1.30% of the ING LifePay Plus Base 

  * The ING LifePay Plus Base is calculated based on premium if this rider is elected at contract issue. The ING
LifePay Plus Base is calculated based on contract value if this rider is added after contract issue. The current annual
charge is 0.75% if this rider was purchased before January 12, 2009. The charge for this rider can increase upon the
Annual Ratchet once the Lifetime Withdrawal Phase begins, subject to the maximum charge. We promise not to
increase the charge for your first five contract years. Before January 12, 2009, we reserve the right to increase the
charge for the ING LifePay Plus rider upon a Quarterly Ratchet once the Lifetime Withdrawal Phase begins. For
more information about the ING LifePay Plus Base and Quarterly Ratchet, please see “Charges and Fees – Optional
Rider Charges - ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (ING LifePay Plus) Rider Charge” and
“Living Benefit Riders – ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING LifePay Plus”) Rider –
Annual Ratchet.”

  ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit rider**: 

  As an Annual Charge - Currently  Maximum Annual Charge 
(Charge Deducted Quarterly)   
1.05% of the ING LifePay Plus Base  1.50% of the ING LifePay Plus Base 

  ** The ING LifePay Plus Base is calculated based on premium if this rider is elected at contract issue. The ING
LifePay Plus Base is calculated based on contract value if this rider is added after contract issue. The current annual
charge is 0.95% if this rider was purchased before January 12, 2009. The charge for this rider can increase upon the
Annual Ratchet once the Lifetime Withdrawal Phase begins, subject to the maximum charge. We promise not to
increase the charge for your first five contract years. Before January 12, 2009, we reserve the right to increase the
charge for the ING LifePay Plus rider upon a Quarterly Ratchet once the Lifetime Withdrawal Phase begins. For
more information about the ING LifePay Plus Base and Quarterly Ratchet, please see “Charges and Fees – Optional

152554  Page 1 of 10 

  Rider Charges - ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (ING Joint LifePay Plus) Rider
Charge” and “Living Benefits Riders – ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING
Joint LifePay Plus”) Rider – Annual Ratchet.”

Under “The Annuity Contract – Change of Contract Owner or Beneficiary,” please replace the second paragraph
with the following:

  If you have elected the Standard Death Benefit, the minimum guaranteed death benefit will continue if the
new owner is age 85 or under on the date of the ownership change. For either the Annual Ratchet
Enhanced Death Benefit or Max 7 Enhanced Death Benefit, the minimum guaranteed death benefit will
continue if the new owner is age 75 or under on the date of the ownership change. For Contracts issued
before April 28, 2008, the age is 79. The Annual Ratchet Enhanced Death Benefit or Max 7 Enhanced
Death Benefit will end and the death benefit will become the Standard Death Benefit, however, whenever
the new owner is age 76 to 85. For Contracts issued before April 28, 2008, the ages are 80 to 85.

Please note before January 12, 2009, the Quarterly Ratchet Enhanced Death Benefit was available in place
of the Annual Ratchet Enhanced Death Benefit.

Then for all death benefit options, (1) if the new owner’s attained age is 86 or over on the date of the
ownership change, or (2) if the new owner is not an individual (other than a trust for the benefit of the
owner or annuitant), the death benefit will be the cash surrender value. Attained age is the age of the owner
at the time the contract is issued plus the number of full years elapsed since the contract date. The
mortality and expense risk charge going forward will reflect the change in death benefit. Please note that
once a death benefit has been changed due to a change in owner, a subsequent change to a younger owner
will not restore either the Annual Ratchet Enhanced Death Benefit (the Quarterly Ratchet Enhanced Death
Benefit before January 12, 2009) or Max 7 Enhanced Death Benefit.

Under “The Annuity Contract – Purchase and Availability of the Contract,” please replace the first paragraph (as
well as the second paragraph in the prospectus for ING GoldenSelect Landmark) with the following:

  Purchase and Availability of the Contract
We will issue a Contract with the Standard Death Benefit SO LONG AS both the annuitant and the contract
owner are age 80 or younger at the time of application. We will issue a Contract with either the Annual
Ratchet Enhanced Death Benefit or Max 7 Enhanced Death Benefit SO LONG AS both the annuitant and
the contract owner are age 79 or younger at the time of application AND you purchase the ING LifePay
Plus rider or ING Joint LifePay Plus rider (or the version of the lifetime guaranteed withdrawal benefit
rider available to you). Otherwise, the maximum issue age is 75 for a Contract with the Annual Ratchet
Enhanced Death Benefit or Max 7 Enhanced Death Benefit. Before January 12, 2009, the Quarterly
Ratchet Enhanced Death Benefit was available in place of the Annual Ratchet Enhanced Death Benefit.
Before April 28, 2008, the maximum issue age was 79 for a Contract with either the Quarterly Ratchet
Enhanced Death Benefit or Max 7 Enhanced Death Benefit.

Under “Living Benefit Riders – Minimum Guaranteed Income Benefit Rider (the “MGIB rider”) – Calculation of
MGIB Ratchet Bases,” please replace the first four paragraphs with the following:

Calculation of MGIB Ratchet Bases. The MGIB Ratchet Base for Covered Funds and Special Funds 
equals:   
 
1)  On the rider date, eligible premiums plus premium credits, if any, or the contract value (if the rider 
  is added after the contract date) allocated to Covered Funds and Special Funds. 
 
2)  On each contract anniversary prior to attainment of age 90, the MGIB Ratchet Base for Covered 
  Funds and Special Funds is set equal to the greater of: 
 
  (a) The current contract value allocated to Covered Funds and Special Funds (after any 
                     deductions occurring on that date); and 

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  (b) The MGIB Ratchet Base for Covered Funds and Special Funds from the most recent
contract anniversary, adjusted for any new eligible premiums, withdrawals attributable to
Covered Funds and Special Funds, and transfers.

For Contracts with the MGIB rider purchased before January 12, 2009, the MGIB
Ratchet Base for Covered Funds and Special Funds is recalculated on each “quarterly
anniversary date” prior to attainment of age 90. A “quarterly anniversary date” is the
date three months from the contract date that falls on the same date in the month as the
contract date. For example, if the contract date is February 12, the quarterly anniversary
date is May 12. If there is no corresponding date in the month, the quarterly anniversary
date will be the last date of the month.

Whenever the date falls on a weekend or holiday, we will use the value as of the
subsequent business day.

  3) At other times, the MGIB Ratchet Base for Covered funds and Special Funds is the corresponding
MGIB Ratchet Base from the prior contract anniversary (the prior quarterly anniversary date for
Contracts with the MGIB rider purchased before January 12, 2009), adjusted for subsequent
eligible premiums, withdrawals attributable to Covered Funds and Special Funds, and transfers.

  The MGIB Ratchet Base for Excluded Funds has a corresponding definition with respect to amounts
allocated to Excluded Funds. The MGIB Ratchet Base for Excluded Funds is used only for transfer
adjustments and MGIB rider charges. It is not included in the MGIB Ratchet Base used to
determine benefits.

Eligible premiums are those premiums and related premium credits, if any, added more than five years
before the earliest MGIB date. This means that, generally, premiums and related premium credits, if any,
must be paid within five years of purchasing the MGIB rider to be considered eligible premiums.
Premiums and related premium credits, if any, paid after that are not added to the MGIB Ratchet Bases, but
would be added to your contract value.

Under “Living Benefit Riders – for both ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING
LifePay Plus”) Rider and ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING Joint LifePay
Plus”) Rider – Highlights,” please replace the fourth from the last sentence of the paragraph with the following:

  The ING LifePay Plus Base is eligible for Annual Ratchets and 6% Compounding Step-Ups (Quarterly
Ratchets and 7% Compounding Step-Ups if this rider was purchased before January 12, 2009), and subject
to adjustment for any Excess Withdrawals.

Under “Living Benefit Riders – for both ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING
LifePay Plus”) Rider and ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING Joint LifePay
Plus”) Rider – ING LifePay Plus Base – Quarterly Ratchet,” please replace both paragraphs in their entirety with the
following:

  Annual Ratchet. The ING LifePay Plus Base is recalculated on each contract anniversary – to equal the
greater of: the current ING LifePay Plus Base; or the current Contract value (excluding any premium
credits applied during the preceding 36 months). We call this recalculation the Annual Ratchet.

If this rider was purchased before January 12, 2009, the ING LifePay Plus Base is recalculated on each
quarterly contract anniversary (once each quarter of a contract year from the contract date). We call this
recalculation a Quarterly Ratchet.

Once the Lifetime Withdrawal Phase begins, we reserve the right to increase the charge for this rider upon
the Annual Ratchet. You will never pay more than new issues of the rider, subject to the maximum annual
charge, and we promise not to increase the charge for your first five contract years. We will notify you in
writing not less than 30 days before a charge increase. You may avoid the charge increase by canceling the
forthcoming Annual Ratchet. Our written notice will outline the procedure you will need to follow to do
so. Please note, however, from then on the ING LifePay Plus Base would no longer be eligible for any

152554  Page 3 of 10 

  Annual Ratchets, so the Maximum Annual Withdrawal Percentage would not be eligible to increase. More
information about the Maximum Annual Withdrawal Percentages is below under “Maximum Annual
Withdrawal.” Our written notice will also remind you of the consequences of canceling a forthcoming
Annual Ratchet.

If this rider was purchased before January 12, 2009, we reserve the right to increase the charge for this rider
upon a Quarterly Ratchet once the Lifetime Withdrawal Phase begins. You will never pay more than new
issues of the rider, subject to the maximum annual charge, and we promise not to increase the charge for
your first five contract years. Canceling a forthcoming Quarterly Ratchet to avoid the charge increase will
have the same outcome.

Under “Living Benefit Riders – for both ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING
LifePay Plus”) Rider and ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING Joint LifePay
Plus”) Rider – ING LifePay Plus Base – 7% Compounding Step-Up,” please replace all three paragraphs in their
entirety with the following:

  6% Compounding Step-Up. The ING LifePay Plus Base is recalculated on each of the first ten contract
anniversaries after the rider effective date, SO LONG AS you took no withdrawals during the preceding
contract year – to equal the greatest of: the current ING LifePay Plus Base; the current Contract value
(excluding any premium credits applied during the preceding 36 months); and the ING LifePay Plus Base
on the previous contract anniversary, increased by 6%, plus any premiums received (excluding any
applicable premium credits) and minus any withdrawals for payment of third-party investment advisory
fees since the previous contract anniversary. We call this recalculation a 6% Compounding Step-Up.

If this rider was purchased before January 12, 2009, the step-up is 7%, which we call a 7% Compounding
Step-Up.

Please note that there are no partial 6% Compounding Step-Ups. The 6% Compounding Step-Up is not
pro-rated. So for existing Contracts to which this rider is attached (a post Contract issuance election), the
first opportunity for a 6% Compounding Step-Up will not be until the first contract anniversary after a full
contract year has elapsed since the rider effective date.

If this rider was purchased before January 12, 2009, the step-up is 7%, which we call a 7% Compounding
Step-Up. The 7% Compounding Step-Up is not pro-rated.

Under “Living Benefit Riders – ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING LifePay Plus”)
Rider – Lifetime Withdrawal Phase – Maximum Annual Withdrawal,” please replace the first two paragraphs, as
well as the table, in their entirety with the following:

  Maximum Annual Withdrawal. The Maximum Annual Withdrawal is the amount that the ING LifePay
Plus rider guarantees to be available for withdrawal from the Contract in any contract year. The Maximum
Annual Withdrawal is first calculated when the Lifetime Withdrawal Phase begins and equals the
applicable Maximum Annual Withdrawal Percentage, based on the Annuitant’s age, multiplied by the ING
LifePay Plus Base.

  The Maximum Annual Withdrawal Percentages are:

    Ages 
4%  59 ½ to 64 
5%  65-75 
6%  76-79 
7%  80+ 

152554  Page 4 of 10 

  If this rider was purchased before January 12, 2009, the Maximum Annual Withdrawal Percentages are: 

    Ages 
5%  59 ½ to 69 
6%  70-79 
7%  80+ 

  The Maximum Annual Withdrawal is thereafter recalculated whenever the ING LifePay Plus Base is
recalculated, for example, upon the Annual Ratchet or 6% Compounding Step-Up (Quarterly Ratchet or
7% Compounding Step-Up if this rider was purchased before January 12, 2009). Also, the Maximum
Annual Withdrawal Percentage can increase with the Annual Ratchet as the annuitant grows older.

Under Living Benefit Riders – ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING Joint
LifePay Plus”) Rider – Lifetime Withdrawal Phase – Maximum Annual Withdrawal,” please replace the first two
paragraphs, as well as the table, in their entirety with the following:

  Maximum Annual Withdrawal. The Maximum Annual Withdrawal is the amount that the ING Joint
LifePay Plus rider guarantees to be available for withdrawal from the Contract in any contract year. The
Maximum Annual Withdrawal is first calculated when the Lifetime Withdrawal Phase begins and equals
the applicable Maximum Annual Withdrawal Percentage, based on the younger Active Spouse’s age,
multiplied by the ING LifePay Plus Base.

          The Maximum Annual Withdrawal Percentages are: 

    Ages 
4%  59 ½ to 64 
5%  65-75 
6%  76-79 
7%  80+ 

  If this rider was purchased before January 12, 2009, the Maximum Annual Withdrawal Percentages are: 

    Ages 
4%  59 ½ to 64 
5%  65-69 
6%  70-79 
7%  80+ 

  The Maximum Annual Withdrawal is thereafter recalculated whenever the ING LifePay Plus Base is
recalculated, for example, upon the Annual Ratchet or 6% Compounding Step-Up (Quarterly Ratchet or
7% Compounding Step-Up if this rider was purchased before January 12, 2009). Also, the Maximum
Annual Withdrawal Percentage can increase with the Annual Ratchet as the younger Active Spouse grows
older.

Under “Living Benefit Riders – for both ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING
LifePay Plus”) Rider and ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING Joint LifePay
Plus”) Rider – Lifetime Withdrawal Phase – Required Minimum Distributions,” please replace the last sentence of
the second paragraph with the following:

  Please note that there is no adjustment to the Additional Withdrawal Amount for Annual Ratchets
(Quarterly Ratchets if this rider was purchased before January 12, 2009) or upon spousal
continuation of this rider.

Under “Living Benefit Riders – for both ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING
LifePay Plus”) Rider and ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING Joint LifePay
Plus”) Rider – Lifetime Automatic Periodic Benefit Status,” please replace the third sentence of the fourth paragraph
with the following:

152554  Page 5 of 10 

  Also, the ING LifePay Plus Base remains eligible for the 6% Compounding Step-Ups (7% Compounding 
Step-Ups if this rider was purchased before January 12, 2009). 

Under “Living Benefit Riders – for both ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING
LifePay Plus”) Rider and ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING Joint LifePay
Plus”) Rider – Investment Option Restrictions,” please replace the introductory paragraph, as well as the paragraphs
pertaining to and the list of Accepted Funds, in their entirety with the following:

  Investment Option Restrictions. While this rider is in effect, there are limits on the portfolios to which
your Contract Value may be allocated. Contract value allocated to portfolios other than Accepted Funds
will be rebalanced so as to maintain at least a specified percentage of such Contract value in the Fixed
Allocation Funds, which percentage depends on the rider’s purchase date:

Rider Purchase Date  Fixed Allocation Fund Percentage 
Currently  30% 
Before January 12, 2009  25% 
Before October 6, 2008  20% 

  See “Fixed Allocation Funds Automatic Rebalancing,” below for more information. We have these
investment option restrictions to lessen the likelihood we would have to make payments under this rider.
We require this allocation regardless of your investment instructions to the Contract. The rider will not be
issued until your Contract value is allocated in accordance with these investment option restrictions. The
timing of when and how we apply these investment option restrictions is discussed further below.

           Accepted Funds. Currently, the Accepted Funds are:   
 
 BlackRock Global Allocation V.I. Portfolio  ING MFS Total Return Portfolio 
 ING American Funds Asset Allocation Portfolio  ING Oppenheimer Active Asset Allocation Portfolio 
 ING American Funds World Allocation Portfolio  ING Russell Global Large Cap Index 85% Portfolio 
 ING LifeStyle Conservative Portfolio  ING T. Rowe Price Capital Appreciation Portfolio 
 ING LifeStyle Growth Portfolio  ING Van Kampen Global Tactical Asset Allocation 
  Portfolio 
 ING LifeStyle Moderate Growth Portfolio  ING Van Kampen Equity and Income Portfolio 
 ING LifeStyle Moderate Portfolio  Fixed Interest Allocation 
 ING Liquid Assets Portfolio   

  If this rider was purchased before January 12, 2008, the following are additional Accepted Funds: 

           ·  ING Franklin Templeton Founding Strategy Portfolio; 
·  ING Global Equity Option Portfolio; and 
·  ING WisdomTreeSM Global High-Yielding Equity Index Portfolio. 

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

Under “Living Benefit Riders – for both ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING
LifePay Plus”) Rider and ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING Joint LifePay
Plus”) Rider – Investment Option Restrictions – Fixed Allocation Funds Automatic Rebalancing,” please replace the
first sentence of the first paragraph with the following:

  Fixed Allocation Funds Automatic Rebalancing. If the Contract value in the Fixed Allocation Funds is
less than the specified percentage noted above of the total Contract value allocated among the Fixed
Allocation Funds and Other Funds on any of the below Rebalancing Dates, we will automatically rebalance
the Contract value allocated to the Fixed Allocation Funds and Other Funds so that the specified percentage
of this amount is allocated to the Fixed Allocation Funds. The specified percentage depends on the rider’s
purchase date.

152554  Page 6 of 10 

Under “Living Benefit Riders – for both ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING
LifePay Plus”) Rider and ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING Joint LifePay
Plus”) Rider – Death of Owner or Annuitant – ING LifePay Plus Death Benefit Base,” please replace the last
sentence of the third paragraph with the following:

  Please note that the ING LifePay Plus Death Benefit Base is not eligible to participate in Annual Ratchets
or 6% Compounding Step-Ups (Quarterly Ratchets and 7% Compounding Step-Ups if this rider was
purchased before January 12, 2009).

Under “Death Benefit Choices – Death Benefit During the Accumulation Phase,” please replace the third paragraph
in its entirety with the following:

  You may choose one of the following Death Benefits: (i) the Standard Death Benefit, (ii) the Annual
Ratchet Enhanced Death Benefit or (iii) the Max 7 Enhanced Death Benefit. The Standard Death Benefit is
available SO LONG AS both the annuitant and the contract owner are age 80 or younger at the time of
application. Either the Annual Ratchet Enhanced Death Benefit or the Max 7 Enhanced Death Benefit is
available SO LONG AS both the contract owner and the annuitant (if the contract owner is not an
individual) are age 79 or younger at the time of application AND you purchase the ING LifePay Plus rider
or ING Joint LifePay Plus rider (or the version of the lifetime guaranteed withdrawal benefit rider available
to you). Otherwise, the maximum issue age is 75 for a Contract with the Annual Ratchet Enhanced Death
Benefit or the Max 7 Enhanced Death Benefit. The Annual Ratchet Enhanced Death Benefit or Max 7
Enhanced Death Benefit are available only at the time you purchase your Contract. Neither the Annual
Ratchet Enhanced Death Benefit nor Max 7 Enhanced Death Benefit is available when a Contract is owned
by joint owners. Not all death benefits are available in every state. If you do not choose a death benefit,
your death benefit will be the Standard Death Benefit.

Before January 12, 2009, the Quarterly Ratchet Enhanced Death Benefit was available in place of the
Annual Ratchet Enhanced Death Benefit. Before April 28, 2008, the maximum issue age was 79 for a
Contract with either the Quarterly Ratchet Enhanced Death Benefit or Max 7 Enhanced Death Benefit.

Under “Death Benefit Choices – Death Benefit During the Accumulation Phase – Enhanced Death Benefit Options,”
please replace the first paragraph in its entirety with the following:

  Enhanced Death Benefit Options. The Contract has Enhanced Death Benefit options designed to protect
the contract value from poor investment performance and the impact that poor investment performance
could have on the Standard Death Benefit. The Enhanced Death Benefit options enable you to lock in
positive investment performance. Under the Enhanced Death Benefit options, if you die before the annuity
start date, your beneficiary will receive the greater of the Standard Death Benefit or the Enhanced Death
Benefit option elected. The criteria to lock are different. The Annual Ratchet Enhanced Death Benefit
locks annually. The Max 7 Enhanced Death Benefit not only locks annually, but also has an additional
element that locks annually at a specified rate, so your death benefit under the Max 7 Enhanced Death
Benefit would be the greater of these two elements. Which Enhanced Death Benefit option is right for you
ultimately depends on whether you want the lock to include a specified interest rate, besides the additional
charge. The Enhanced Death Benefit options are explained further below.

Before January 12, 2009, the Quarterly Ratchet Enhanced Death Benefit was available in place of the
Annual Ratchet Enhanced Death Benefit; the frequency of the ratchet component was quarterly for both
Enhanced Death Benefit options: the Quarterly Ratchet Enhanced Death Benefit and Max 7 Enhanced
Death Benefit.

Under “Death Benefit Choices – Death Benefit During the Accumulation Phase – Enhanced Death Benefit Options
– Quarterly Ratchet Enhanced Death Benefit,” please replace the paragraphs with the following:

  The Annual Ratchet Enhanced Death Benefit equals the greater of: 
         1) the Standard Death Benefit; and 

152554  Page 7 of 10 

  2) the Annual Ratchet Minimum Guaranteed Death Benefit (“Annual Ratchet MGDB”) allocated to
Covered Funds plus the contract value allocated to Excluded Funds, less any premium credits
applied since or within 12 months prior to death.

The Annual Ratchet Enhanced Death Benefit was the Quarterly Ratchet Enhanced Death Benefit before
January 12, 2009, so the Annual Ratchet MGDB was the Quarterly Ratchet MGDB. Covered Funds are all
investment options not designated as Excluded Funds. No investment options are currently designated as
Excluded Funds for purposes of the Annual Ratchet MGDB (the Quarterly Ratchet MGDB before January
12, 2009).

The Annual Ratchet MGDB allocated to Covered Funds on the contract date equals the premium allocated
to Covered Funds. On each contract anniversary that occurs on or prior to attainment of age 90, the Annual
Ratchet MGDB in Covered Funds will be set to the greater of:

     1)  the current contract value in Covered Funds (after deductions occurring as of that date); or 
 
2)  the Annual Ratchet MGDB in Covered Funds from the prior contract anniversary (after deductions 
  occurring on that date), adjusted for new premiums, partial withdrawals attributable to Covered 
  Funds, and transfers. 

Other than on contract anniversaries, the Annual Ratchet MGDB in the Covered Funds is equal to the
Annual Ratchet MGDB in the Covered Funds from the last contract anniversary, adjusted for new
premiums, partial withdrawals attributable to Covered Funds, and transfers.

Before January 12, 2009, the Annual Ratchet MGDB allocated to Covered Funds was the Quarterly Ratchet
MGDB allocated to Covered Funds. On the contract date, the Quarterly Ratchet MGDB in Covered Funds
equals the premium and premium credits, if any, allocated to Covered Funds. On each quarterly contract
anniversary (three months from the contract date and each three month anniversary of that date) that occurs
on or prior to attainment of age 90, the Quarterly Ratchet MGDB in Covered Funds will be set to the
greater of:

     1)  the current contract value in Covered Funds (after deductions occurring as of that date); or 
 
2)  the Quarterly Ratchet MGDB in Covered Funds from the prior quarterly anniversary (after 
  deductions occurring on that date), adjusted for new premiums and any premium credits, partial 
  withdrawals attributable to Covered Funds, and transfers. 

Other than on quarterly anniversaries, the Quarterly Ratchet MGDB in Covered Funds is equal to the
Quarterly Ratchet MGDB in Covered Funds from the last quarterly anniversary, adjusted for new
premiums, partial withdrawals attributable to Covered Funds, and transfers.

The Annual Ratchet MGDB allocated to Excluded Funds on the contract date equals the premium allocated
to Excluded Funds. The calculation is not used for benefit purposes, but only to determine the impact of
transfers to and from Excluded Funds. On each contract anniversary that occurs on or prior to attainment
of age 90, the Annual Ratchet MGDB in Excluded Funds will be set to the greater of:

     1)  the current contract value in Excluded Funds (after deductions occurring as of that date); or 
 
2)  the Annual Ratchet MGDB in Excluded Funds from the prior contract anniversary (after 
  deductions occurring on that date), adjusted for new premiums and any premium credits, partial 
  withdrawals attributable to Excluded Funds, and transfers. 

Other than on contract anniversaries, the Annual Ratchet MGDB in Excluded Funds is equal to the Annual
Ratchet MGDB in Excluded Funds from the last contract anniversary, adjusted for new premiums and any
premium credits, partial withdrawals attributable to Excluded Funds, and transfers.

Before January 12, 2009, the Annual Ratchet MGDB allocated to Excluded Funds was the Quarterly
Ratchet MGDB to Excluded Funds. The calculation is not used for benefit purposes, but only to determine

152554  Page 8 of 10 

the impact of transfers on and from Excluded Funds. On each quarterly anniversary that occurs on or prior 
to attainment of age 90, the Quarterly Ratchet MGDB in Excluded Funds will be set to the greater of: 
 
         1)  the current contract value in Excluded Funds (after deductions occurring as of that date); or 
 
         2)  the Quarterly Ratchet MGDB in Excluded Funds from the prior quarterly anniversary (after 
  deductions occurring on that date), adjusted for new premiums and any premium credits, partial 
  withdrawals attributable to Excluded Funds, and transfers. 

  Other than on quarterly anniversaries, the Quarterly Ratchet MGDB in Excluded Funds is equal to the
Quarterly Ratchet MGDB in Excluded Funds from the last quarterly anniversary, adjusted for new
premiums and any premium credits, partial withdrawals attributable to Excluded Funds, and transfers.

Withdrawals reduce the Annual Ratchet MGDB on a pro-rata basis. The pro-rata adjustment is based on
the change in contract value resulting from the withdrawal, not the amount requested.

Net transfers from Covered Funds to Excluded Funds will reduce the Annual Ratchet MGDB in Covered
Funds on a pro-rata basis. The increase in the Annual Ratchet MGDB allocated to Excluded Funds, as
applicable, will equal the decrease in the Annual Ratchet MGDB in Covered Funds.

Net transfers from Excluded Funds to Covered Funds will reduce the Annual Ratchet MGDB in Excluded
Funds on a pro-rata basis. The increase in the Annual Ratchet MGDB allocated to Covered Funds will
equal the lesser of the net contract value transferred and the reduction in the Annual Ratchet MGDB in
Excluded Funds.

Before January 12, 2009, the Annual Ratchet MGDB was the Quarterly Ratchet MGDB. Withdrawals and
net transfers to and from Covered Funds and Excluded Funds would have the same outcome.

Under “Death Benefit Choices – Death Benefit During the Accumulation Phase – Enhanced Death Benefit Options
– Max 7 Enhanced Death Benefit,” please replace the first paragraph with the following:

  The Max 7 Enhanced Death Benefit equals the greater of the Annual Ratchet Enhanced Death Benefit
and the 7% Solution Death Benefit Element. Each element of the Max 7 Enhanced Death Benefit is
determined independently of the other at all times.

Before January 12, 2009, the Annual Ratchet Enhanced Death Benefit was the Quarterly Ratchet Enhanced
Death Benefit.

Under “Death Benefit Choices – Continuation After Death – Spouse,” please replace the first sentence of the fourth
paragraph (fifth paragraph in the prospectus for ING Architect Variable Annuity) with the following:

  If you elect the Annual Ratchet Death Benefit (Quarterly Ratchet Death Benefit before January 12, 2009)
or the Max 7 Enhanced Death Benefit and the new or surviving owner is attained 89 or less, ratchets will
continue, (or resume if deceased owner had already reached age 90) until the new or surviving owner
reaches age 90.

The Examples of the Minimum Guaranteed Income Benefit calculation have been updated. Please replace the
relevant appendix to the contract’s prospectus in its entirety with the following:

                                   Examples of Minimum Guaranteed Income Benefit Calculation 
Example 1       
      Contract with   
    Contract without  Contact with  the MGIB Rider 
Age    the MGIB Rider  the MGIB Rider  Before 1/12/09 
55  Initial Value  $100,000  $100,000  $100,000 
  Accumulation Rate  0.00%  0.00%  0.00% 
  Rider Charge  0.00%  0.75%  0.75% 

152554  Page 9 of 10 

65  Contract Value  $100,000  $100,000  $89,188 
  Contract Annuity Factor  4.71  4.71  4.71 
  Monthly Income  $471.00  $420.08  $420.08 
  MGIB Rollup  n/a  $196,715  $196,715 
  MGIB Ratchet  n/a  100,000  $100,000 
  MGIB Annuity Factor  n/a  4.17  4.43 
  MGIB Income  n/a  $820.30  $871.45 
 
  Income  $471.00  $820.30  $871.45 

Example 2

        Contract with 
    Contract without  Contract with  the MGIB Rider 
Age    the MGIB Rider  the MGIB Rider  Before 1/12/09 
55  Initial Value  $100,000  $100,000  $100,000 
  Accumulation Rate  3.00%  3.00%  3.00% 
  Rider Charge  0.00%  0.75%  0.75% 
 
65  Contract Value  $134,392  $122,065  $122,065 
  Contract Annuity Factor  4.71  4.71  4.71 
  Monthly Income  $632.98  $574.92  $574.92 
  MGIB Rollup  n/a  $196,715  $196,715 
  MGIB Ratchet  n/a  $122,065  $122,065 
  MGIB Annuity Factor  n/a  4.17  4.43 
  MGIB Income  n/a  $820.30  $871.45 
 
  Income  $632.98  $820.30  $871.45 

Example 3

        Contract with 
    Contract without  Contract with  the MGIB Rider 
Age    the MGIB Rider  the MGIB Rider  Before 1/12/09 
55  Initial Value  $100,000  $100,000  $100,000 
  Accumulation Rate  8.00%  8.00%  8.00% 
  Rider Charge  0.00%  0.75%  0.75% 
 
65  Contract Value  $215,892  $215,982  $200,279 
  Contract Annuity Factor  4.71  4.71  4.71 
  Monthly Income  $1,016.85  $944.11  $943.31 
  MGIB Rollup  n/a  $196,715  $196,715 
  MGIB Ratchet  n/a  $200,448  $200,279 
  MGIB Annuity Factor  n/a  4.17  4.43 
  MGIB Income  n/a  835.87  $887.23 
 
  Income  $1,016.85  $944.11  $943.31 

The Accumulation Rates shown under “Contract” are hypothetical and intended to illustrate various market
conditions. These rates are assumed to be net of all fees and charges except the rider charge. Fees and charges are
not assessed against the MGIB Rollup Rate.

152554  Page 10 of 10 

SUPPLEMENT Dated December 31, 2008
To The Prospectuses Dated April 28, 2008 For
 
ING GoldenSelect Generations
ING GoldenSelect Opportunities
ING GoldenSelect Legends
 
Issued By ING USA Annuity and Life Insurance Company 
Through Its Separate Account B

This supplement updates the prospectus on changes to the contract’s death benefits, and to the MGIB and
ING LifePay Plus riders, effective January 12, 2009, but subject to state approval, as applicable.
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.

Under “Fees and Expenses – Optional Rider Charges” as well as under “Charges and Fees – Optional Rider
Charges,” please replace the tables of charges for the ING LifePay Plus and ING Joint LifePay Plus riders with the
following (with all references to the charges in the prospectus updated accordingly):

          ING LifePay Plus Minimum Guaranteed Withdrawal Benefit rider*: 

As an Annual Charge - Currently  Maximum Annual Charge 
(Charge Deducted Quarterly)   
0.85% of the ING LifePay Plus Base  1.30% of the ING LifePay Plus Base 

  * The ING LifePay Plus Base is calculated based on premium if this rider is elected at contract issue. The ING
LifePay Plus Base is calculated based on contract value if this rider is added after contract issue. The current annual
charge is 0.75% if this rider was purchased before January 12, 2009. The charge for this rider can increase upon the
Annual Ratchet once the Lifetime Withdrawal Phase begins, subject to the maximum charge. We promise not to
increase the charge for your first five contract years. Before January 12, 2009, we reserve the right to increase the
charge for the ING LifePay Plus rider upon a Quarterly Ratchet once the Lifetime Withdrawal Phase begins. For
more information about the ING LifePay Plus Base and Quarterly Ratchet, please see “Charges and Fees – Optional
Rider Charges - ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (ING LifePay Plus) Rider Charge” and
“Living Benefit Riders – ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING LifePay Plus”) Rider –
Annual Ratchet.”

          ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit rider**: 

  As an Annual Charge - Currently  Maximum Annual Charge 
(Charge Deducted Quarterly)   
1.05% of the ING LifePay Plus Base  1.50% of the ING LifePay Plus Base 

  ** The ING LifePay Plus Base is calculated based on premium if this rider is elected at contract issue. The ING
LifePay Plus Base is calculated based on contract value if this rider is added after contract issue. The current annual
charge is 0.95% if this rider was purchased before January 12, 2009. The charge for this rider can increase upon the
Annual Ratchet once the Lifetime Withdrawal Phase begins, subject to the maximum charge. We promise not to
increase the charge for your first five contract years. Before January 12, 2009, we reserve the right to increase the
charge for the ING LifePay Plus rider upon a Quarterly Ratchet once the Lifetime Withdrawal Phase begins. For
more information about the ING LifePay Plus Base and Quarterly Ratchet, please see “Charges and Fees – Optional
Rider Charges - ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (ING Joint LifePay Plus) Rider
Charge” and “Living Benefits Riders – ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING
Joint LifePay Plus”) Rider – Annual Ratchet.”

152555  Page 1 of 5 

Under “Living Benefit Riders – for both ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING
LifePay Plus”) Rider and ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING Joint LifePay
Plus”) Rider – Highlights,” please the fourth from the last sentence of the paragraph with the following:

  The ING LifePay Plus Base is eligible for Annual Ratchets and 6% Compounding Step-Ups (Quarterly
Ratchets and 7% Compounding Step-Ups if this rider was purchased before January 12, 2009), and subject
to adjustment for any Excess Withdrawals.

Under “Living Benefit Riders – for both ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING
LifePay Plus”) Rider and ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING Joint LifePay
Plus”) Rider – ING LifePay Plus Base – Quarterly Ratchet,” please replace both paragraphs in their entirety with the
following:

  Annual Ratchet. The ING LifePay Plus Base is recalculated on each contract anniversary – to equal the
greater of: the current ING LifePay Plus Base; or the current Contract value (excluding any premium
credits applied during the preceding 36 months). We call this recalculation the Annual Ratchet.

If this rider was purchased before January 12, 2009, the ING LifePay Plus Base is recalculated on each
quarterly contract anniversary (once each quarter of a contract year from the contract date). We call this
recalculation a Quarterly Ratchet.

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

If this rider was purchased before January 12, 2009, we reserve the right to increase the charge for this rider
upon a Quarterly Ratchet once the Lifetime Withdrawal Phase begins. You will never pay more than new
issues of the rider, subject to the maximum annual charge, and we promise not to increase the charge for
your first five contract years. Canceling a forthcoming Quarterly Ratchet to avoid the charge increase will
have the same outcome.

Under “Living Benefit Riders – for both ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING
LifePay Plus”) Rider and ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING Joint LifePay
Plus”) Rider – ING LifePay Plus Base – 7% Compounding Step-Up,” please replace all three paragraphs in their
entirety with the following:

  6% Compounding Step-Up. The ING LifePay Plus Base is recalculated on each of the first ten contract
anniversaries after the rider effective date, SO LONG AS you took no withdrawals during the preceding
contract year – to equal the greatest of: the current ING LifePay Plus Base; the current Contract value
(excluding any premium credits applied during the preceding 36 months); and the ING LifePay Plus Base
on the previous contract anniversary, increased by 6%, plus any premiums received (excluding any
applicable premium credits) and minus any withdrawals for payment of third-party investment advisory
fees since the previous contract anniversary. We call this recalculation a 6% Compounding Step-Up.

If this rider was purchased before January 12, 2009, the step-up is 7%, which we call a 7% Compounding
Step-Up.

Please note that there are no partial 6% Compounding Step-Ups. The 6% Compounding Step-Up is not
pro-rated. So for existing Contracts to which this rider is attached (a post Contract issuance election), the
first opportunity for a 6% Compounding Step-Up will not be until the first contract anniversary after a full
contract year has elapsed since the rider effective date.

152555  Page 2 of 5 

  If this rider was purchased before January 12, 2009, the step-up is 7%, which we call a 7% Compounding 
Step-Up. The 7% Compounding Step-Up is not pro-rated. 

Under “Living Benefit Riders – ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING LifePay Plus”)
Rider – Lifetime Withdrawal Phase – Maximum Annual Withdrawal,” please replace the first two paragraphs, as
well as the table, in their entirety with the following:

  Maximum Annual Withdrawal. The Maximum Annual Withdrawal is the amount that the ING LifePay
Plus rider guarantees to be available for withdrawal from the Contract in any contract year. The Maximum
Annual Withdrawal is first calculated when the Lifetime Withdrawal Phase begins and equals the
applicable Maximum Annual Withdrawal Percentage, based on the Annuitant’s age, multiplied by the ING
LifePay Plus Base.

  The Maximum Annual Withdrawal Percentages are: 

    Ages 
4%  59 ½ to 64 
5%  65-75 
6%  76-79 
7%  80+ 

  If this rider was purchased before January 12, 2009, the Maximum Annual Withdrawal Percentages are: 

    Ages 
5%  59 ½ to 69 
6%  70-79 
7%  80+ 

  The Maximum Annual Withdrawal is thereafter recalculated whenever the ING LifePay Plus Base is
recalculated, for example, upon the Annual Ratchet or 6% Compounding Step-Up (Quarterly Ratchet or
7% Compounding Step-Up if this rider was purchased before January 12, 2009). Also, the Maximum
Annual Withdrawal Percentage can increase with the Annual Ratchet as the annuitant grows older.

Under Living Benefit Riders – ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING Joint
LifePay Plus”) Rider – Lifetime Withdrawal Phase – Maximum Annual Withdrawal,” please replace the first two
paragraphs, as well as the table, in their entirety with the following:

  Maximum Annual Withdrawal. The Maximum Annual Withdrawal is the amount that the ING Joint
LifePay Plus rider guarantees to be available for withdrawal from the Contract in any contract year. The
Maximum Annual Withdrawal is first calculated when the Lifetime Withdrawal Phase begins and equals
the applicable Maximum Annual Withdrawal Percentage, based on the younger Active Spouse’s age,
multiplied by the ING LifePay Plus Base.

  The Maximum Annual Withdrawal Percentages are: 

    Ages 
4%  59 ½ to 64 
5%  65-75 
6%  76-79 
7%  80+ 

152555  Page 3 of 5 

  If this rider was purchased before January 12, 2009, the Maximum Annual Withdrawal Percentages are: 

    Ages 
4%  59 ½ to 64 
5%  65-69 
6%  70-79 
7%  80+ 

  The Maximum Annual Withdrawal is thereafter recalculated whenever the ING LifePay Plus Base is
recalculated, for example, upon the Annual Ratchet or 6% Compounding Step-Up (Quarterly Ratchet or
7% Compounding Step-Up if this rider was purchased before January 12, 2009). Also, the Maximum
Annual Withdrawal Percentage can increase with the Annual Ratchet as the younger Active Spouse grows
older.

Under “Living Benefit Riders – for both ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING
LifePay Plus”) Rider and ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING Joint LifePay
Plus”) Rider – Lifetime Withdrawal Phase – Required Minimum Distributions,” please replace the last sentence of
the second paragraph with the following:

  Please note that there is no adjustment to the Additional Withdrawal Amount for Annual Ratchets
(Quarterly Ratchets if this rider was purchased before January 12, 2009) or upon spousal
continuation of this rider.

Under “Living Benefit Riders – for both ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING
LifePay Plus”) Rider and ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING Joint LifePay
Plus”) Rider – Lifetime Automatic Periodic Benefit Status,” please replace the third sentence of the fourth paragraph
with the following:

  Also, the ING LifePay Plus Base remains eligible for the 6% Compounding Step-Ups (7% Compounding 
Step-Ups if this rider was purchased before January 12, 2009). 

Under “Living Benefit Riders – for both ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING
LifePay Plus”) Rider and ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING Joint LifePay
Plus”) Rider – Investment Option Restrictions,” please replace the introductory paragraph, as well as the paragraphs
pertaining to and the list of Accepted Funds, in their entirety with the following:

  Investment Option Restrictions. While this rider is in effect, there are limits on the portfolios to which
your Contract Value may be allocated. Contract value allocated to portfolios other than Accepted Funds
will be rebalanced so as to maintain at least a specified percentage of such Contract value in the Fixed
Allocation Funds, which percentage depends on the rider’s purchase date:

Rider Purchase Date  Fixed Allocation Fund Percentage 
Currently  30% 
Before January 12, 2009  25% 
Before October 6, 2008  20% 

  See “Fixed Allocation Funds Automatic Rebalancing,” below for more information. We have these
investment option restrictions to lessen the likelihood we would have to make payments under this rider.
We require this allocation regardless of your investment instructions to the Contract. The rider will not be
issued until your Contract value is allocated in accordance with these investment option restrictions. The
timing of when and how we apply these investment option restrictions is discussed further below.

152555  Page 4 of 5 

  Accepted Funds. Currently, the Accepted Funds are:   
 
 BlackRock Global Allocation V.I. Portfolio  ING MFS Total Return Portfolio 
 ING American Funds Asset Allocation Portfolio  ING Oppenheimer Active Asset Allocation 
  Portfolio 
 ING American Funds World Allocation Portfolio  ING Russell Global Large Cap Index 85% 
  Portfolio 
 ING LifeStyle Conservative Portfolio  ING T. Rowe Price Capital Appreciation Portfolio 
 ING LifeStyle Growth Portfolio  ING Van Kampen Global Tactical Asset Allocation 
  Portfolio 
 ING LifeStyle Moderate Growth Portfolio  ING Van Kampen Equity and Income Portfolio 
 ING LifeStyle Moderate Portfolio  Fixed Interest Allocation 
 ING Liquid Assets Portfolio   
 
If this rider was purchased before January 12, 2008, the following are additional Accepted Funds: 

         ·  ING Franklin Templeton Founding Strategy Portfolio; 
·  ING Global Equity Option Portfolio; and 
·  ING WisdomTreeSM Global High-Yielding Equity Index Portfolio. 

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

Under “Living Benefit Riders – for both ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING
LifePay Plus”) Rider and ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING Joint LifePay
Plus”) Rider – Investment Option Restrictions – Fixed Allocation Funds Automatic Rebalancing,” please replace the
first sentence of the first paragraph with the following:

  Fixed Allocation Funds Automatic Rebalancing. If the Contract value in the Fixed Allocation Funds is
less than the specified percentage noted above of the total Contract value allocated among the Fixed
Allocation Funds and Other Funds on any of the below Rebalancing Dates, we will automatically rebalance
the Contract value allocated to the Fixed Allocation Funds and Other Funds so that the specified percentage
of this amount is allocated to the Fixed Allocation Funds. The specified percentage depends on the rider’s
purchase date.

Under “Living Benefit Riders – for both ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING
LifePay Plus”) Rider and ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING Joint LifePay
Plus”) Rider – Death of Owner or Annuitant – ING LifePay Plus Death Benefit Base,” please replace the last
sentence of the third paragraph with the following:

  Please note that the ING LifePay Plus Death Benefit Base is not eligible to participate in Annual Ratchets
or 6% Compounding Step-Ups (Quarterly Ratchets and 7% Compounding Step-Ups if this rider was
purchased before January 12, 2009).

152555  Page 5 of 5 

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). 
 
  f.  Deferred Variable Annuity Application (137098) (1/12/2009), incorporated herein by 
    reference to Post-Effective Amendment No. 42 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 29, 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.  Amendment No. 1 to the Business Agreement dated April 30, 2003, as amended on 
  January 1, 2008 by and among ING USA Annuity and Life Insurance Company, 
  ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York, 
  Security Life of Denver Insurance Company, ING Life Insurance and Annuity Company, 
  ING America Equities, Inc., ING Financial Advisers, LLC, Directed Services LLC, 
  American Funds Distributors and Capital Research and Management Company, 
  incorporated herein by reference to Pre-Effective Amendment No. 1 to the Form N-6 
  Registration Statement of Security Life of Denver Insurance Company and its Security 
  Life Separate Account L1, File No. 333-153337, as filed on November 14, 2008. 
 
g.  Fourth Amended and Restated Fund Participation Agreement entered into as of the 28th 
  day of April, 2008, as amended among ING USA Annuity and Life Insurance Company, 
  ReliaStar Life Insurance Company of New York, ING Investors Trust, Directed Services, 
  LLC, ING Funds Distributor, LLC, American Funds Insurance Series and Capital 
  Research and Management Company, incorporated herein by reference to Post-Effective 
  Amendment No. 14 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 December 29, 2008 (File Nos. 333-115515, 811-07935). 
 
h.  Participation Agreement entered into as of the 15th day of September, 2008, as amended 
  among ING USA Annuity and Life Insurance Company, ReliaStar Life Insurance 
  Company of New York, ING Investors Trust, Directed Services, LLC, ING Funds 
  Distributor, LLC, American Funds Insurance Series and Capital Research and 
  Management Company, incorporated herein by reference to Post-Effective Amendment 
  No. 14 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 December 29, 2008 (File Nos. 333-115515, 811-07935). 
 
i.  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). 
 
j.  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. 

k.  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). 
 
l.  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). 
 
m.  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). 
 
n.  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). 
 
o.  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). 
 
p.  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). 
 
q.  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). 

r.  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). 
 
s.  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). 
 
t.  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. 
 
u.  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. 
 
v.  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). 
 
w.  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). 
 
x.  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). 

y.  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). 
 
z.  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). 
 
aa.  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). 
 
bb.  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). 
 
cc.  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). 
 
dd.  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). 
 
ee.  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). 

  ff.  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).
 
  gg.  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) 
 
  hh.  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. 
 
  ii.  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*  1475 Dunwoody Drive  President 
  West Chester, PA 19380   
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   
Sue Collins  One Orange Way  Senior Vice President 
  Windsor, CT 06095-4774   
David S. Pendergrass  5780 Powers Ferry Road  Senior Vice President and Treasurer 
  Atlanta, GA 30327-4390   
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 28 in Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-6 for Security Life Separate Account L1 of Security Life of Denver Insurance
Company (File No. 333-153338), as filed with the Securities and Exchange Commission on November
14, 2008.

ITEM 27: NUMBER OF CONTRACT OWNERS

As of November 28, 2008, there are 67,582 qualified contract owners and 41,026 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 30th day of December, 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 December 30, 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