ESII A Filing 2-2009 -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

485APOS 1 final.htm REGISTRATION STATEMENT ESII A Filing 2-2009 -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

As filed with the Securities and Exchange		Registration No. 333-28679
Commission on February 2, 2009		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. 47		[X]

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
[	]	on (date) pursuant to paragraph (b) of Rule 485
[ X ]		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

<R>

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.

</R>

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

Deferred Combination Variable and Fixed Annuity Prospectus

ING GOLDENSELECT ESII

<R>

May 1, 200 9

</R> <R>

This prospectus describes ING GoldenSelect ESII, a group and individual deferred combination variable
annuity contract (the “Contract”) offered for sale by ING USA Annuity and Life Insurance Company (“ING USA,”
the “Company,” “we,” “us” or “our”) through Separate Account B (the “Separate Account”). The Contract is
available in connection with certain retirement plans that qualify for special federal income tax treatment (“qualified
Contracts”) under the Internal Revenue Code of 1986, as amended (the “Tax Code”), as well as those that do not
qualify for such treatment (“non-qualified Contracts”).

The Contract provides a means for you to allocate your premium payments in one or more subaccounts, each of
which invest in a single investment portfolio. You may also allocate premium payments to our Fixed Account with
guaranteed interest periods. Your contract value will vary daily to reflect the investment performance of the
investment portfolio(s) you select and any interest credited to your allocations in the Fixed Account. For Contracts
sold in some states, not all Fixed Interest Allocations or subaccounts are available. The investment portfolios
available under your Contract are listed on the next page.

You have a right to return a Contract within 10 days after you receive it for a refund of the adjusted contract
value (which may be more or less than the premium payments you paid), or if required by your state, the original
amount of your premium payment. In no event does the Company retain any investment gain associated with a
Contract that is free looked. Longer free look periods apply in some states and in certain situations. Your free look
rights depend on the laws of the state in which you purchase the Contract.

Replacing an existing annuity with the Contract may not be beneficial to you. Your existing annuity may
be subject to fees or penalties on surrender, and the Contract may have new charges.

This prospectus provides information that you should know before investing and should be kept for future
reference. A Statement of Additional Information (“SAI”), dated May 1, 200 9, has been filed with the
Securities and Exchange Commission (“SEC”). It is available without charge upon request. To obtain a copy of this
document, write to our Customer Service Center at P.O. Box 9271, Des Moines, Iowa 50306-9271 or call (800) 366-
0066, or access the SEC’s website (http://www.sec.gov). When looking for information regarding the Contracts
offered through this prospectus, you may find it useful to use the number assigned to the registration statement under
the Securities Act of 1933. This number is 333-28679. The table of contents of the SAI is on the last page of this
prospectus and the SAI is made part of this prospectus by reference.

The SEC has not approved or disapproved these securities or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal offense.

Allocations to a subaccount investing in a Trust or Fund (investment portfolio) is not a bank deposit and
is not insured or guaranteed by any bank or by the Federal Deposit Insurance Corporation or any other
government agency.

</R>

ESII - 147947

We pay compensation to broker/dealers whose registered representatives sell the Contract. See “Other
Contract Provisions – Selling the Contract,” for further information about the amount of compensation we
pay.

The investment portfolios are listed on the next page.

ESII – 147947

The investment portfolios available under your Contract are: [TO BE UPDATED BY AMENDMENT.]

ING Investors Trust		ING Partners, Inc.
ING AllianceBernstein Mid Cap Growth Portfolio (Class S)		ING Baron Small Cap Growth Portfolio (Service Class)
ING American Funds Asset Allocation Portfolio		ING Columbia Small Cap Value II Portfolio (Service Class)
ING American Funds Bond Portfolio		ING Davis New York Venture Portfolio (Service Class)
ING American Funds Growth Portfolio		ING JPMorgan Mid Cap Value Portfolio (Service Class)
ING American Funds Growth-Income Portfolio		ING Oppenheimer Global Portfolio (Service Class)
ING American Funds International Portfolio		ING Templeton Foreign Equity Portfolio (Service Class)
ING BlackRock Large Cap Growth Portfolio (Class S)		ING T. Rowe Price Growth Equity Portfolio (Service Class)
ING Evergreen Health Sciences Portfolio (Class S)		ING Van Kampen Comstock Portfolio (Service Class)
ING FMR^SMDiversified Mid Cap Portfolio (Class S)		ING Van Kampen Equity and Income Portfolio (Service Class)
ING Focus 5 Portfolio (Class S)
ING Franklin Income Portfolio (Class S)		ING Variable Funds
ING Franklin Mutual Shares Portfolio (Class S)		ING VP Growth and Income Portfolio (Class S)
ING Franklin Templeton Founding Strategy Portfolio (Class S)
ING Global Real Estate Portfolio (Class S)		ING Variable Portfolios, Inc.
ING Global Resources Portfolio (Class S)		ING BlackRock Global Science and Technology Portfolio
ING Janus Contrarian Portfolio (Class S)		(Class S)
ING JPMorgan Emerging Markets Equity Portfolio (Class S)		ING International Index Portfolio (Class S)
ING Julius Baer Foreign Portfolio (Class S)		ING Lehman Brothers U. S. Aggregate Bond Index Portfolio
ING LifeStyle Aggressive Growth Portfolio (Class S)		(Class S)
ING LifeStyle Growth Portfolio (Class S)		ING Russell^TMLarge Cap Index Portfolio (Class S)
ING LifeStyle Moderate Growth Portfolio (Class S)		ING Russell^TMMid Cap Index Portfolio (Class S)
ING LifeStyle Moderate Portfolio (Class S)		ING Russell^TMSmall Cap Index Portfolio (Class S)
ING Liquid Assets Portfolio (Class S)		ING VP Small Company Portfolio (Class S)
ING Marsico Growth Portfolio (Class S)		ING WisdomTree^SMGlobal High-Yielding Equity Index
ING Marsico International Opportunities Portfolio (Class S)		Portfolio (Class S)
ING MFS Total Return Portfolio (Class S)
ING MFS Utilities Portfolio (Class S)		ING Variable Products Trust
ING Multi-Manager International Small Cap Equity Portfolio		ING VP MidCap Opportunities Portfolio (Class S)
(Class S)
ING Oppenheimer Main Street Portfolio (Class S)		ING VP Intermediate Bond Portfolio (Class S)
ING PIMCO Core Bond Portfolio (Class S)
ING Pioneer Mid Cap Value Portfolio (Class S)		BlackRock Variable Series Funds, Inc.
ING Templeton Global Growth Portfolio (Class S)		BlackRock Global Allocation V.I. Portfolio (Class III)
ING T. Rowe Price Capital Appreciation Portfolio (Class S)
ING T. Rowe Price Equity Income Portfolio (Class S)		Fidelity Variable Insurance Products
ING Van Kampen Capital Growth Portfolio (Class S)		Fidelity VIP Contrafund Portfolio (Service Class 2)
ING Van Kampen Global Franchise Portfolio (Class S)
ING Van Kampen Growth and Income Portfolio (Class S)

ESII - 147947

TABLE OF CONTENTS

<R>

		Page
INDEX OF SPECIAL TERMS		1
FEES AND EXPENSES		2
CONDENSED FINANCIAL INFORMATION		5
ING USA SEPARATE ACCOUNT B		6
ING USA ANNUITY AND LIFE INSURANCE COMPANY		6
THE TRUSTS AND FUNDS		8
CHARGES AND FEES		9
THE ANNUITY CONTRACT		15
LIVING BENEFIT RIDERS		22
WITHDRAWALS		48
TRANSFERS AMONG YOUR INVESTMENTS (EXCESSIVE TRADING POLICY)		51
DEATH BENEFIT CHOICES		56
THE ANNUITY OPTIONS		63
OTHER CONTRACT PROVISIONS		65
OTHER INFORMATION		68
FEDERAL TAX CONSIDERATIONS		69
STATEMENT OF ADDITIONAL INFORMATION		79
APPENDIX A – Condensed Financial Information		A1
APPENDIX B – The Investment Portfolios		B1
APPENDIX C – Fixed Account II		C1
APPENDIX D – Fixed Interest Division		D1
APPENDIX E – Surrender Charge for Excess Withdrawals Example		E1
APPENDIX F – Special Funds and Excluded Funds Examples		F1
APPENDIX G – Examples of Minimum Guaranteed Income Benefit Calculation		G1
APPENDIX H – ING LifePay Plus and ING Joint LifePay Plus Partial Withdrawal Amount Examples		H1
APPENDIX I – Examples of Fixed Allocation Funds Automatic Rebalancing		I1
APPENDIX J – ING LifePay Plus and ING Joint LifePay Plus		J1
APPENDIX K – ING LifePay and ING Joint LifePay		K1
APPENDIX L – Minimum Guaranteed Withdrawal Benefit		L1

</R>

Notice to Existing Contract Owners

<R>

This prospectus will be delivered to prospective purchasers in connection with sales occurring on
and after May 1, 200 9, as well as to owners having purchased the Contract earlier. The
Contract is sold on a continuous basis. And the prospectus is updated at least annually, including
for any changes with the Contract, like the Company: introducing or discontinuing the availability
of a rider; liberalizing a benefit or exercising any rights reserved under the Contract or a rider;
or altering administrative procedures. The Company may also make subaccount changes
(investment portfolios of the Trusts or Funds available under the Contract). Any change may or
may not apply to an existing Contract. The prospectus reflects the status of the Contract (and
rider availability) as of May 1, 200 9 and therefore may contain information that is
inapplicable to your Contract. In the event of any conflict with the prospectus, the terms of your
Contract and any riders will control.

</R>

ESII – 147947

INDEX OF SPECIAL TERMS

The following special terms are used throughout this prospectus. Refer to the page(s) listed for an explanation of
each term:

Special Term		Page

Accumulation Unit		5

Annuitant		16
Annuity Start Date		16

Cash Surrender Value		20
Claim Date		52

Contract Date		15
Contract Owner		15

Contract Value		19
Contract Year		15

Covered Fund		9
Earnings Multiplier Benefit		56

Excluded Fund		9
Fixed Account		21

Fixed Interest Allocation		21
Fixed Interest Division		21

Free Withdrawal Amount		10
Market Value Adjustment		C2

Max 7 Enhanced Death Benefit		55
Net Investment Factor		5

Net Rate of Return		5
Annual Ratchet		31

Annual Ratchet Enhanced Death Benefit		54
Restricted Fund		9

Rider Date		22
7% Solution Death Benefit Element		55

Special Fund		9
Standard Death Benefit		53

The following terms as used in this prospectus have the same or substituted meanings as the corresponding terms
currently used in the Contract:

Term Used in This Prospectus		Corresponding Term Used in the Contract

Accumulation Unit Value		Index of Investment Experience

Annuity Start Date		Annuity Commencement Date
Contract Owner		Owner or Certificate Owner

Contract Value		Accumulation Value
Transfer Charge		Excess Allocation Charge

Fixed Interest Allocation		Fixed Allocation
Free Look Period		Right to Examine Period

Guaranteed Interest Period		Guarantee Period
Subaccount(s)		Division(s)

Net Investment Factor		Experience Factor
Regular Withdrawals		Conventional Partial Withdrawals

Withdrawals		Partial Withdrawals

ESII – 147947

FEES AND EXPENSES

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the
contract. For more information about the fees and expenses, please see the “Charges and Fees” section later in this
prospectus.

The first table describes the fees and expenses that you will pay at the time that you buy the contract, surrender
the contract, or transfer contract value between investment options. State premium taxes may also be deducted.

Contract Owner Transaction Expenses¹

Surrender Charge:

Complete Years Elapsed	0	1	2	3	4	5	6	7	8+
Since Premium Payment
Surrender Charge (as a	8%	7%	6%	5%	4%	3%	2%	1%	0%
percentage of Premium
Payment withdrawn)

Transfer Charge						$25 per transfer, currently zero

Premium Tax						0% to 3.5%

1 If you invested in a Fixed Interest Allocation, a Market Value Adjustment may apply to certain transactions.

This may increase or decrease your contract value and/or your transfer or surrender amount.

The next table describes the fees and expenses that you will pay periodically during the time that you own the
contract, not including Trust or Fund fees and expenses.

Separate Account Annual Charges

Contract without any of the optional riders that may be available

Annual Contract Administrative Charge¹

$30

(We waive this charge if the total of your premium payments is $100,000 or more, or if your contract value at the
end of a contract year is $100,000 or more.)

<R>

	Standard		Max 7
	Death Benefit	Annual Ratchet	Enhanced Death
		Enhanced Death	Benefit
		Benefit

Mortality & Expense Risk Charge²	1.25%	1.55%	1.80%
Asset-Based Administrative Charge	0.15%	0.15%	0.15%
Total³	1.40%	1.70%	1.95%

</R> <R>

1 We deduct this charge on each contract anniversary and on surrender.

2 Before January 12, 2009, the Quarterly Ratchet Enhanced Death Benefit was available for the same

charge. For Contracts with the Quarterly Ratchet Enhanced Death Benefit purchased before April 28,

2008, the Mortality and Expense Charge is 1.50%.

3 These charges are as a percentage of average contract value in each subaccount. These annual charges are

deducted daily.

</R>

ESII - 147947

The next tables show the charges for the optional riders currently available with the Contract. These charges
would be in addition to Separate Account Annual Charges noted above. In addition to the Earnings Multiplier
Benefit rider, you may add only one of the three living benefit riders, namely: the Minimum Guaranteed Income
Benefit; ING LifePay Plus Minimum Guaranteed Withdrawal Benefit; and ING Joint LifePay Plus Minimum
Guaranteed Withdrawal Benefit. For more information about which one may be right for you, please see “Living
Benefit Riders.” For more information about the charges for the optional riders, please see “Charges and Fees –
Optional Rider Charges.”

Optional Rider Charges¹

Earnings Multiplier Benefit rider:


As an Annual Charge		Maximum Annual Charge

(Charge Deducted Quarterly)

0.30% of contract value		0.30% of contract value


Minimum Guaranteed Income Benefit rider²:


As an Annual Charge		Maximum Annual Charge

(Charge Deducted Quarterly)

0.75% of the MGIB Charge Base		1.50% of the MGIB Charge Base


ING LifePay Plus Minimum Guaranteed Withdrawal Benefit rider³:


As an Annual Charge - Currently		Maximum Annual Charge

(Charge Deducted Quarterly)

0.85% of the ING LifePay Plus Base		1.50% of the ING LifePay Plus Base


ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit rider⁴:


As an Annual Charge - Currently		Maximum Annual Charge

(Charge Deducted Quarterly)

1.05% of the ING LifePay Plus Base		1.70% of the ING LifePay Plus Base

1 Optional rider charges are expressed as a percentage, rounded to the nearest hundredth of one percent.

The basis for an optional rider charge is sometimes a charge base, benefit base or contract value, as

applicable. Optional rider charges are deducted from the contract value in your subaccount allocations

(and/or your Fixed Interest Allocations if there is insufficient contract value in the subaccounts).

2 For more information about how the MGIB Charge Base is determined, please see “Living Benefit -

Optional Riders – Minimum Guaranteed Income Benefit Rider (the “MGIB rider”) – Rider Charge.”

3 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

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. For more information about the ING LifePay Plus Base and Annual Ratchet, please see

“Charges and Fees – Optional Rider Charges – ING Joint 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.”

4 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

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. For more information about the ING LifePay Plus Base and Annual Ratchet, please see

“Charges and Fees – Optional Rider Charges – ING Joint LifePay Plus Minimum Guaranteed Withdrawal

ESII - 147947

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

The next item shows the minimum and maximum total operating expenses charged by the Trust or Fund that you
may pay periodically during the time that you own the Contract. More detail concerning each Trust or Fund’s fees
and expenses is contained in the prospectus for each Trust or Fund. [TO BE UPDATED BY AMENDMENT.]

Total Annual Trust or Fund Operating Expenses	Minimum	Maximum

(expenses that are deducted from Trust or Fund assets, including
management fees, distribution and/or service (12b-1) fees^{1, 2}, and	0.54%	1.50%
other expenses):

1 The Company may receive compensation from each of the funds or the funds’ affiliates based on an annual

percentage of the average net assets held in that fund by the Company. The percentage paid may vary from

one fund company to another. For certain funds, some of this compensation may be paid out of 12b-1 fees or

service fees that are deducted from fund assets. Any such fees deducted from fund assets are disclosed in the

Fund or Trust prospectuses. The Company may also receive additional compensation from certain funds for

administrative, recordkeeping or other services provided by the Company to the funds or the funds’ affiliates.

These additional payments are made by the funds or the funds’ affiliates to the Company and do not increase,

directly or indirectly, the fees and expenses shown above.

2 No Trust or Fund currently charges a redemption fee. For more information about redemption fees, please see

“Charges and Fees – Charges Deducted from the Contract Value – Redemption Fees.”

Example [TO BE UPDATED BY AMENDMENT.]
This Example is intended to help you compare the cost of investing in the Contract with the cost of investing in
other variable annuity contracts.

The Example assumes that you invest $10,000 in the Contract for the time periods indicated. The costs reflected are
the maximum charges for the Contract with the Max 7 Enhanced Death Benefit and the most expensive combination
of riders possible: Earnings Multiplier Benefit and ING Joint LifePay Plus Minimum Guaranteed Withdrawal
Benefit. The Example also assumes that your investment has a 5% return each year, and assumes the maximum
Trust or Fund fees and expenses. Excluded are premium taxes and any transfer charges.

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

1)	If you surrender or annuitize your contract at the end of the applicable time period:
	1 year	3 years	5 years	10 years
	$1,372	$2,338	$3,338	$6,106
2)	If you do not surrender your contract:
	1 year	3 years	5 years	10 years
	$571	$1,738	$2,938	$6,106

Compensation is paid for the sale of the Contracts. For information about this compensation, see “Other Contract
Provisions – Selling the Contract.”

Fees Deducted by the Funds
Fund Fee Information. The fund prospectuses show the investment advisory fees, 12b-1 fees and other
expenses including service fees (if applicable) charged annually by each fund. Fund fees are one factor that impacts
the value of a fund share. Please refer to the fund prospectuses for more information and to learn more about
additional factors.

ESII - 147947

The Company may receive compensation from each of the funds or the funds’ affiliates based on an annual
percentage of the average net assets held in that fund by the Company. The percentage paid may vary from one
fund company to another. For certain funds, some of this compensation may be paid out of 12b-1 fees or service
fees that are deducted from fund assets. Any such fees deducted from fund assets are disclosed in the fund
prospectuses. The Company may also receive additional compensation from certain funds for administrative,
recordkeeping or other services provided by the Company to the funds or the funds’ affiliates. These additional
payments may also be used by the Company to finance distribution. These additional payments are made by the
funds or the funds’ affiliates to the Company and do not increase, directly or indirectly, the fund fees and expenses.
Please see “Charges and Fees – Trust and Fund Expenses” for more information.

In the case of fund companies affiliated with the Company, where an affiliated investment adviser employs
subadvisers to manage the funds, no direct payments are made to the Company or the affiliated investment adviser
by the subadvisers. Subadvisers may provide reimbursement for employees of the Company or its affiliates to
attend business meetings or training conferences. Investment management fees are apportioned between the
affiliated investment adviser and subadviser. This apportionment varies by subadviser, resulting in varying amounts
of revenue retained by the affiliated investment adviser. This apportionment of the investment advisory fee does not
increase, directly or indirectly, fund fees and expenses. Please see “Charges and Fees – Trust and Fund Expenses”
for more information.

How Fees are Deducted. Fees are deducted from the value of the fund shares on a daily basis, which in turn
affects the value of each subaccount that purchases fund shares.

CONDENSED FINANCIAL INFORMATION

Accumulation Unit
We use accumulation units to calculate the value of a Contract. Each subaccount of Separate Account B has its own
accumulation unit value. The accumulation units are valued each business day that the New York Stock Exchange
is open for trading. Their values may increase or decrease from day to day according to a Net Investment Factor,
which is primarily based on the investment performance of the applicable investment portfolio. Shares in the
investment portfolios are valued at their net asset value.

Tables containing (i) the accumulation unit value history of each subaccount of ING USA Separate Account B
offered in this prospectus and (ii) the total investment value history of each such subaccount are presented in
“Appendix A — Condensed Financial Information” – for the lowest and highest combination of asset–based
charges. The numbers show the year-end unit values of each subaccount from the time purchase payments were first
received in the subaccounts under the Contract. Complete information is available in the SAI.

The Net Investment Factor
The Net Investment Factor is an index number which reflects certain charges under the Contract and the investment
performance of the subaccount. The Net Investment Factor is calculated for each subaccount as follows:

1)		We take the net asset value of the subaccount at the end of each business day.
2)		We add to (1) the amount of any dividend or capital gains distribution declared for the subaccount and
		reinvested in such subaccount. We subtract from that amount a charge for our taxes, if any.
3)		We divide (2) by the net asset value of the subaccount at the end of the preceding business day.
4)		We then subtract the applicable daily charges from the subaccount; the mortality and expense risk
		charge; the asset-based administrative charge; and any optional rider charges.

Calculations for the subaccounts are made on a per share basis.

The Net Rate of Return equals the Net Investment Factor minus one.

ESII - 147947

Financial Statements
The financial statements of the Separate Account and ING USA can be found in the SAI. The financial statements
of the Separate Account include information about all contracts offered through the Separate Account. The financial
statements of ING USA should only be considered as bearing on the Company’s ability to meet its contractual
obligations under the Contracts. ING USA’s financial statements do not bear on the future investment experience of
the assets held in the Separate Account.

ING USA SEPARATE ACCOUNT B

ING USA Separate Account B (“Separate Account B”) was established as a separate account of the Company on
July 14, 1988. It is registered with the SEC as a unit investment trust under the Investment Company Act of 1940,
as amended (the “1940 Act”). Separate Account B is a separate investment account used for our variable annuity
contracts. We own all the assets in Separate Account B but such assets are kept separate from our other accounts.

Separate Account B is divided into subaccounts. Each subaccount invests exclusively in shares of one investment
portfolio of a Trust or Fund. Each investment portfolio has its own distinct investment objectives and policies.
Income, gains and losses, realized or unrealized, of a portfolio are credited to or charged against the corresponding
subaccount of Separate Account B without regard to any other income, gains or losses of the Company. Assets
equal to the reserves and other contract liabilities with respect to each are not chargeable with liabilities arising out
of any other business of the Company. They may, however, be subject to liabilities arising from subaccounts whose
assets we attribute to other variable annuity contracts supported by Separate Account B. If the assets in Separate
Account B exceed the required reserves and other liabilities, we may transfer the excess to our general account.
When we deduct the fees we charge for the Contract, these would constitute excess assets that we would transfer to
the general account. We are obligated to pay all benefits and make all payments provided under the Contracts, and
will keep the Separate Account fully funded to cover such liabilities.

Note: We currently offer other variable annuity contracts that invest in Separate Account B, but are not discussed
in this prospectus. Separate Account B may also invest in other investment portfolios which are not available under
your Contract. Under certain circumstances, we may make certain changes to the subaccounts. For more
information, see “The Annuity Contract — Addition, Deletion, or Substitution of Subaccounts and Other Changes.”

ING USA ANNUITY AND LIFE INSURANCE COMPANY

ING USA is an Iowa stock life insurance company, which was originally incorporated in Minnesota on January 2,
1973. ING USA is a wholly owned subsidiary of Lion Connecticut Holdings Inc. (“Lion Connecticut”), which in
turn is a wholly owned subsidiary of ING Groep N.V. (“ING”), a global financial services holding company based
in The Netherlands. ING USA is authorized to sell insurance and annuities in all states, except New York, and the
District of Columbia. Although we are a subsidiary of ING, ING is not responsible for the obligations under the
Contract. The obligations under the Contract are solely the responsibility of ING USA Annuity and Life Insurance
Company.

Lion Connecticut is the holding company for Directed Services LLC, the investment manager of the ING Investors
Trust and the distributor of the Contracts, and other interests. ING also owns ING Investments, LLC and ING
Investment Management Co., portfolio managers of the ING Investors Trust, and the investment managers of the
ING Variable Insurance Trust and ING Variable Products Trust and ING Variable Product Portfolios, respectively.

Our principal office is located at 1475 Dunwoody Drive, West Chester, Pennsylvania 19380.

ESII - 147947

Regulatory Matters [TO BE UPDATED BY AMENDMENT.]
As with many financial services companies, the Company and its affiliates have received informal and formal
requests for information from various state and federal governmental agencies and self-regulatory organizations in
connection with inquiries and investigations of the products and practices of the financial services industry. In each
case, the Company and its affiliates have been and are providing full cooperation.

Insurance and Retirement Plan Products and Other Regulatory Matters. Federal and state regulators and
self-regulatory agencies are conducting broad inquiries and investigations involving the insurance and retirement
industries. These initiatives currently focus on, among other things, compensation, revenue sharing, and other sales
incentives; potential conflicts of interest; potential anti-competitive activity; reinsurance; sales and marketing
practices (including sales to seniors); specific product types (including group annuities and indexed annuities); and
disclosure. It is likely that the scope of these industry investigations will further broaden before they conclude. The
Company and certain of its U.S. affiliates have received formal and informal requests in connection with such
investigations, and are cooperating fully with each request for information. Some of these matters could result in
regulatory action involving the Company. These initiatives also may result in new legislation and regulation that
could significantly affect the financial services industry, including businesses in which the Company is engaged. In
light of these and other developments, U.S. affiliates of ING, including the Company, periodically review whether
modifications to their business practices are appropriate.

Investment Product Regulatory Issues. Since 2002, there has been increased governmental and regulatory
activity relating to mutual funds and variable insurance products. This activity has primarily focused on
inappropriate trading of fund shares; directed brokerage; compensation; sales practices, suitability, and supervision;
arrangements with service providers; pricing; compliance and controls; adequacy of disclosure; and document
retention.

In addition to responding to governmental and regulatory requests on fund trading issues, ING management, on its
own initiative, conducted, through special counsel and a national accounting firm, an extensive internal review of
mutual fund trading in ING insurance, retirement, and mutual fund products. The goal of this review was to identify
any instances of inappropriate trading in those products by third parties or by ING investment professionals and
other ING personnel.

The internal review identified several isolated arrangements allowing third parties to engage in frequent trading of
mutual funds within the variable insurance and mutual fund products of certain affiliates of the Company, and
identified other circumstances where frequent trading occurred despite measures taken by ING intended to combat
market timing. Each of the arrangements has been terminated and disclosed to regulators, to the independent trustees
of ING Funds (U.S.) and in Company reports previously filed with the SEC pursuant to the Securities Exchange Act
of 1934, as amended.

Action may be taken by regulators with respect to certain ING affiliates before investigations relating to fund trading
are completed. The potential outcome of such action is difficult to predict but could subject certain affiliates to
adverse consequences, including, but not limited to, settlement payments, penalties, and other financial liability. It is
not currently anticipated, however, that the actual outcome of any such action will have a material adverse effect on
ING or ING’s U.S. based operations, including the Company.

ING has agreed to indemnify and hold harmless the ING Funds from all damages resulting from wrongful conduct
by ING or its employees or from ING’s internal investigation, any investigations conducted by any governmental or
self-regulatory agencies, litigation or other formal proceedings, including any proceedings by the SEC.
Management reported to the ING Funds Board that ING management believes that the total amount of any
indemnification obligations will not be material to ING or ING’s U.S.-based operations, including the Company.

Product Regulation. Our products are subject to a complex and extensive array of state and federal tax,
securities and insurance laws, and regulations, which are administered and enforced by a number of governmental
and self-regulatory authorities. Specifically, U.S. federal income tax law imposes requirements relating to
nonqualified annuity product design, administration, and investments that are conditions for beneficial tax treatment
of such products under the Internal Revenue Code. (See “Federal Tax Considerations” for further discussion of
some of these requirements.) Failure to administer certain nonqualified contract features (for example, contractual

ESII - 147947

annuity start dates in nonqualified annuities) could affect such beneficial tax treatment. In addition, state and
federal securities and insurance laws impose requirements relating to insurance and annuity product design, offering
and distribution, and administration. Failure to meet any of these complex tax, securities, or insurance requirements
could subject the Company to administrative penalties, unanticipated remediation, or other claims and costs.

THE TRUSTS AND FUNDS

You will find more detailed information about the Trusts and Funds currently available under your Contract
in “Appendix B — The Investment Portfolios.” A prospectus containing more complete information on each
Trust or Fund may be obtained by calling our Customer Service Center at (800) 366-0066. You should read
the prospectus carefully before investing.

Certain funds are designated as “Master-Feeder” or “LifeStyle Funds.” Funds offered in a Master-Feeder structure
(such as the American Funds) or fund of funds structure (such as the LifeStyle Funds) may have higher fees and
expenses than a fund that invests directly in debt and equity securities. Consult with your investment professional to
determine if the Portfolios may be suited to your financial needs, investment time horizon and risk comfort level.
You should periodically review these factors to determine if you need to change your investment strategy.

If, due to differences in tax treatment or other considerations, the interests of contract owners of various contracts
participating in the Trusts or Funds conflict, we, the Boards of Trustees or Directors of the Trusts or Funds, and any
other insurance companies participating in the Trusts or Funds will monitor events to identify and resolve any
material conflicts that may arise.

Restricted Funds
We may, with 30 days notice to you, designate any investment option as a Restricted Fund and limit the amount you
may allocate or transfer to a Restricted Fund. We may also change the limitations on existing contracts with respect
to new premiums added to investment portfolios and with respect to new transfers to investment portfolios. We may
establish any limitations, at our discretion, as a percentage of premium or contract value, or as a specified dollar
amount, and change the limitation at any time. Currently, we have not designated any investment option as a
Restricted Fund. If we designate an investment option as a Restricted Fund or set applicable limitations, such
change will apply only to transactions made after the designation.

We limit your investment in the Restricted Funds on an aggregate basis for all Restricted Funds and for each
individual Restricted Fund. Currently, we limit an investment in Restricted Funds to the following limitations: no
more than $999,999,999, and no more than 30 percent of contract value. We may change these limits, in our
discretion, for new contracts, premiums, transfers or withdrawals.

We monitor the aggregate and individual limits on investments in Restricted Funds for each transaction (e.g.
premium payments, reallocations, withdrawals, dollar cost averaging). If the contract value in the Restricted Funds
has increased beyond the applicable limit due to market growth, we will not require the reallocation or withdrawal of
contract value from the Restricted Funds. However, if the contract value in the Restricted Funds exceeds the
aggregate limit, if you take a withdrawal, it must come from either the Restricted Funds or pro-rata from all
investment options in which contract value is allocated, so that the percentage of contract value in the Restricted
Funds following the withdrawal is less than or equal to the percentage of contract value in the Restricted Funds prior
to the withdrawal.

We will allocate pro-rata the portion of any premium payment that exceeds the limits with a Restricted Fund to your
other investment option choices not designated as Restricted Funds, or to a specially designated subaccount if there
are none (currently, the ING Liquid Assets Portfolio), unless you instruct us otherwise.

ESII - 147947

We will not permit a transfer to the Restricted Funds if it would increase the contract value in the Restricted Fund or
in all Restricted Funds to more than the applicable limits set forth above. If the total amount of your requested
transfer exceeds the applicable limits, we will inform your financial representative or you that we will not process
any part of the transfer and that new instructions will be required. We will not limit transfers from Restricted Funds.
If the multiple reallocations lower the percentage of total contract value in Restricted Funds, we will permit the
reallocation even if the percentage of contract value in a Restricted Fund is greater than its limit.

Please see “Withdrawals” and “Transfers Among Your Investments (Excessive Trading Policy)” in this prospectus
for more information on the effect of Restricted Funds.

Covered Funds, Special Funds and Excluded Funds
For purposes of determining death benefits and benefits under the living benefit riders (but not the earnings
multiplier benefit rider), we assign the investment options to one of three categories of funds. The categories are:

1)	Covered Funds;

2)	Special Funds; and

3)	Excluded Funds.

Allocations to Covered Funds participate fully in all guaranteed benefits. Allocations to Special Funds could affect
the death benefit and/or optional benefit rider guarantee that may otherwise be provided. Allocations to Excluded
Funds do not participate in any guaranteed benefits, due to their potential for volatility. No investment options are
currently designated as Excluded Funds.

Designation of investment options under these categories may vary by benefit. For example, we may designate an
investment option a Special Fund for purposes of calculating a benefit under an optional benefit rider, but not a
death benefit, or for calculating one death benefit and not another. We may, with 30 days notice to you, designate
any investment option as a Special or Excluded Fund with respect to new premiums added to such investment option
and also with respect to new transfers to such investment option. For more information about these categories of
funds with a death benefit, please see “Death Benefit Choices – Death Benefit During the Accumulation Phase” and
Appendix F for examples. These categories of funds also apply to the Minimum Guaranteed Income Benefit rider.
Please see “Living Benefit Riders – Minimum Guaranteed Income Benefit Rider (the ”MGIB Rider”)” for more
information.

CHARGES AND FEES

We deduct the Contract charges described below to compensate us for our costs and expenses, services provided and
risks assumed under the Contracts. We incur certain costs and expenses for distributing and administering the
Contracts, including compensation and expenses paid in connection with sales of the Contracts, for paying the
benefits payable under the Contracts and for bearing various risks associated with the Contracts. Some of the
charges are for optional riders, so they are only deducted if you elect to purchase the rider. The amount of a
Contract charge will not always correspond to the actual costs associated with the charge. For example, the
surrender charge collected may not fully cover all of the distribution expenses incurred by us with the service or
benefits provided. We expect to profit from the charges, including the mortality and expense risk charge and rider
and benefit charges, and we may use such profits to finance the distribution of Contracts.

Charge Deduction Subaccount
You may elect to have all charges, except daily charges, against your contract value deducted directly from a single
subaccount designated by the Company. Currently we use the ING Liquid Assets Portfolio for this purpose. If you
do not elect this option, or if the amount of the charges is greater than the amount in the designated subaccount, we
will deduct the charges as discussed below. You may cancel this option at any time by sending notice to our
Customer Service Center in a form satisfactory to us.

ESII - 147947

Charges Deducted from the Contract Value
We deduct the following charges from your contract value:

Surrender Charge. We will deduct a contingent deferred sales charge (a “surrender charge”) if you surrender
your Contract or if you take a withdrawal in excess of the Free Withdrawal Amount during the 8-year period from
the date we receive and accept a premium payment. We base the surrender charge on a percentage of each premium
payment withdrawn. The surrender charge is based on the amount requested for withdrawal. The surrender charge
is deducted from the contract value remaining after you have received the amount requested for withdrawal. This
charge is intended to cover sales expenses that we have incurred. We may reduce or waive the surrender charge in
certain situations. We will never charge more than the maximum surrender charge. The percentage of premium
payments deducted at the time of surrender or excess withdrawal depends on the number of complete years that have
elapsed since that premium payment was made. We determine the surrender charge as a percentage of each
premium payment as follows:

Complete Years Elapsed	0	1	2	3	4	5	6	7	8+
Since Premium Payment
Surrender Charge (as a	8%	7%	6%	5%	4%	3%	2%	1%	0%
percentage of Premium
Payment withdrawn)

Waiver of Surrender Charge for Extended Medical Care or Terminal Illness. We will waive the surrender
charge in most states in the following events: (i) you begin receiving qualified extended medical care on or after the
first contract anniversary for at least 45 days during a 60-day period and we receive your request for the surrender or
withdrawal, together with all required documentation at our Customer Service Center during the term of your care or
within 90 days after the last day of your care; or (ii) you are first diagnosed by a qualified medical professional, on
or after the first contract anniversary, as having a qualifying terminal illness. We have the right to require an
examination by a physician of our choice. If we require such an examination, we will pay for it. You are required
to send us satisfactory written proof of illness. See your Contract for more information. The waiver of surrender
charge may not be available in all states.

Free Withdrawal Amount. The Free Withdrawal Amount is the total of (i) your cumulative earnings (which is
your contract value less premium payments received and prior withdrawals), and (ii) 10% of premium payments not
previously withdrawn received within 8 years prior to the date of the withdrawal.

Surrender Charge for Excess Withdrawals. We will deduct a surrender charge for excess withdrawals,
which may include a withdrawal you make to satisfy required minimum distribution requirements under the Tax
Code. We consider a withdrawal to be an excess withdrawal when the amount you withdraw in any contract year
exceeds the Free Withdrawal Amount. When you are receiving systematic withdrawals, any combination of regular
withdrawals taken and any systematic withdrawals expected to be received in a contract year will be included in
determining the amount of the excess withdrawal. In other words, if any single withdrawal or sum of withdrawals
exceeds the Free Withdrawal Amount, then you will incur a surrender charge on the excess portion, no matter that
the withdrawal is a regular withdrawal or a systematic withdrawal. Premium taxes may also apply. We will deduct
such charges from the contract value in proportion to the contract value in each subaccount or Fixed Interest
Allocation from which the excess withdrawal was taken. In instances where the excess withdrawal equals the entire
contract value in such subaccounts or Fixed Interest Allocations, we will deduct charges proportionately from all
other subaccounts and Fixed Interest Allocations in which you are invested. Any withdrawal from a Fixed
Interest Allocation more than 30 days before its maturity date will trigger a Market Value Adjustment. See
Appendix C for more information.

For the purpose of calculating the surrender charge for an excess withdrawal: (i) we treat premiums as being
withdrawn on a first-in, first-out basis; and (ii) amounts withdrawn which are not considered an excess withdrawal
are not considered a withdrawal of any premium payments. We have included an example of how this works in
Appendix E. Although we treat premium payments as being withdrawn before earnings for purpose of calculating
the surrender charge for excess withdrawals, the federal tax law treats earnings as withdrawn first.

ESII - 147947

Premium Taxes. We may charge for state and local premium taxes depending on your state of residence.
These taxes can range from 0% to 3.5% of the premium payment. We have the right to change this amount to
conform with changes in the law or if you change your state of residence.

We deduct the premium tax from your contract value or in the case of a living benefit rider, the benefit base (e.g.,
MGIB Charge Base or ING LifePay Plus Base), if exercised, on the annuity start date. However, some
jurisdictions impose a premium tax at the time initial and additional premiums are paid, regardless of when the
annuity payments begin. In those states we may defer collection of the premium taxes from your contract value and
deduct it when you surrender the Contract, when you take an excess withdrawal or on the annuity start date.

Administrative Charge. We deduct an annual administrative charge on each Contract anniversary. If you
surrender your Contract prior to a Contract anniversary, we deduct an administrative charge when we determine the
cash surrender value payable to you. The charge is $30 per Contract. We waive this charge if your contract value is
$100,000 or more at the end of a contract year or the total of your premium payments is $100,000 or more or under
other conditions established by ING USA. We deduct the charge proportionately from all subaccounts in which you
are invested. If there is no contract value in those subaccounts, we will deduct the charge from your Fixed Interest
Allocations starting with the guaranteed interest periods nearest their maturity dates until the charge has been paid.

Transfer Charge. We currently do not deduct any charges for transfers made during a contract year. We have
the right, however, to assess up to $25 for each transfer after the twelfth transfer in a contract year. The charge will
not apply to any transfers due to the election of dollar cost averaging or automatic rebalancing.

Redemption Fees. If applicable, we may deduct the amount of any redemption fees imposed by the underlying
portfolios as a result of withdrawals, transfers or other fund transactions you initiate. Redemption fees, if any, are
separate and distinct from any transaction charges or other charges deducted from your contract value. For a more
complete description of the fund’s fees and expenses, review each fund’s prospectus.

Charges Deducted from the Subaccounts

Mortality and Expense Risk Charge. The amount of the mortality and expense risk charge depends on the
death benefit you have elected. The charge is deducted on each business day and is a percentage of average daily
assets based on the assets you have in each subaccount. The mortality and expense risk charge compensates the
Company for death benefit and annuitization risks and the risk that expense charges will not cover actual expenses.
If there are any profits from the mortality and expense risk charge, we may use such profits to finance the
distribution of contracts.

	Annual Ratchet	Max 7

Standard	Enhanced	Enhanced

Death Benefit	Death Benefit	Death Benefit


Annual Charge	Annual Charge	Annual Charge
1.25%	1.55%	1.80%

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. For Contracts with the Quarterly Ratchet Enhanced Death
Benefit purchased before April 28, 2008, the Mortality and Expense Risk Charge is 1.50% .

Asset-Based Administrative Charge. The amount of the asset-based administrative charge, on an annual
basis, is equal to 0.15% of the assets you have in each subaccount. We deduct the charge on each business day at
the rate of 0.0004% of average daily assets based on the assets you have in each subaccount.

Optional Rider Charges. Some features and benefits of the Contract are available by rider for an additional
charge. Availability is subject to state approval and sometimes broker/dealer approval. Once elected, a rider cannot
be canceled independently of the Contract. Below is information about the charge for a rider. Riders are expressed
as a percentage, rounded to the nearest hundredth of one percent. Riders are subject to conditions and limitations.
For more information about the Earnings Multiplier Benefit Rider, please see “Death Benefit Choices – Death

ESII - 147947

Benefit During the Accumulation Phase – Earnings Multiplier Benefit Rider.” For more information about how
each living benefit rider works, including the defined terms used in connection with the riders, as well as the
conditions and limitations, please see “Living Benefit Riders.”

Earnings Multiplier Benefit Rider Charge. Subject to state availability, you may purchase the earnings
multiplier benefit rider for a non-qualified Contract either at issue or on the next contract anniversary following the
introduction of the benefit in your state, if later. So long as the rider is in effect, we will deduct a separate quarterly
charge for the rider through a pro-rata reduction of the contract value of the subaccounts in which you are invested.
If there is insufficient contract value in the subaccounts, we will deduct the charges from your Fixed Interest
Allocations starting with the allocation nearest its maturity date. If that is insufficient, we will deduct the charge
from the allocation next nearest its maturity date, and so on. We deduct the rider charge on each quarterly contract
anniversary in arrears, meaning we deduct the first charge on the first quarterly anniversary following the rider date.
If you surrender or annuitize your Contract, we will deduct a pro-rata portion of the charge for the current quarter
based on the current contract value immediately prior to the surrender or annuitization. The quarterly charge for the
earnings multiplier benefit rider is 0.08% (0.30% annually). For a description of the rider, see “Death Benefit
Choices – Death Benefit During the Accumulation Phase – Earnings Multiplier Benefit Rider.”

Minimum Guaranteed Income Benefit (MGIB) Rider Charge. The charge for the MGIB rider, a living
benefit, is deducted quarterly, and is a percentage of the MGIB Charge Base:

Maximum Annual Charge		Current Annual Charge

1.50%		0.75%

We deduct the quarterly charge in arrears from the subaccounts in which you are invested based on the contract date
(contract year versus calendar year). In arrears means the first charge is deducted at the end of the first quarter from
the contract date. The charge is deducted even if you decide never to exercise your right to annuitize under this
rider. For more information about how this rider works, including how the MGIB Charge Base is determined,
please see “Living Benefit Riders – Minimum Guaranteed Income Benefit Rider (the “MGIB rider”).”

If the contract value in the subaccounts is insufficient for the charge, then we deduct it from any Fixed Interest
Allocations, in which case a Market Value Adjustment may apply. But currently, a Market Value Adjustment
would not apply when this charge is deducted from a Fixed Interest Allocation. With Fixed Interest Allocations, we
deduct the charge from the Fixed Interest Allocation having the nearest maturity. For more information about the
Fixed Interest Allocation, including the Market Value Adjustment, please see Appendix C. We reserve the right to
change the charge for this rider, subject to the maximum annual charge. If changed, the new charge will only apply
to riders issued after the change.

ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (ING LifePay Plus) Rider Charge. The
charge for the ING LifePay Plus rider, a living benefit, is deducted quarterly from your contract value:

Maximum Annual Charge		Current Annual Charge

1.50%		0.85%

ESII - 147947

(“ING LifePay Plus”) Rider.”

If the contract value in the subaccounts is insufficient for the charge, then we deduct it from any Fixed Interest
Allocations, in which case a Market Value Adjustment may apply. But currently, a Market Value Adjustment
would not apply when this charge is deducted from a Fixed Interest Allocation. With Fixed Interest Allocations, we
deduct the charge from the Fixed Interest Allocation having the nearest maturity. For more information about the
Fixed Interest Allocation, including the Market Value Adjustment, please see Appendix C.

Please Note:
The above information pertains to the new form of the ING LifePay Plus rider available for sale beginning on
May 1, 2009 in states where approved. If this form of the ING LifePay Plus rider is not yet approved for sale in
your state, or if you purchased a prior version, please see Appendix J for more information.

ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (ING Joint LifePay Plus) Rider
Charge. The charge for the ING Joint LifePay Plus rider, a living benefit, is deducted quarterly from your contract
value:

Maximum Annual Charge		Current Annual Charge

1.70%		1.05%

This quarterly charge is a percentage of the ING LifePay Plus Base. We deduct the charge in arrears based on the
contract date (contract year versus calendar year). In arrears means the first charge is deducted at the end of the first
quarter following the rider effective date. If the rider is elected at contract issue, the rider effective date is the same
as the contract date. If the rider is added after contract issue, the rider effective date will be the date of the
Contract’s next following quarterly contract anniversary. A quarterly contract anniversary occurs once each quarter
of a contract year from the contract date. The charge will be pro-rated when the rider is terminated. Charges will no
longer be deducted once your rider enters the Lifetime Automatic Periodic Benefit Status. Lifetime Automatic
Periodic Benefit Status occurs when your contract value is reduced to zero and other conditions are met. We reserve
the right to increase the charge for the ING Joint LifePay Plus rider upon the Annual Ratchet once the
Lifetime Withdrawal Phase begins. You will never pay more than new issues of this rider, subject to the maximum
annual charge. We promise not to increase the charge for your first five contract years. For more information about
how this rider works, please see “Living Benefit Riders – ING Joint LifePay Plus Minimum Guaranteed Withdrawal
Benefit (“ING Joint LifePay Plus”) Rider.”

If the contract value in the subaccounts is insufficient for the charge, then we deduct it from any Fixed Interest
Allocations, in which case a Market Value Adjustment may apply. But currently, a Market Value Adjustment
would not apply when this charge is deducted from a Fixed Interest Allocation. With Fixed Interest Allocations, we
deduct the charge from the Fixed Interest Allocation having the nearest maturity. For more information about the
Fixed Interest Allocation, including the Market Value Adjustment, please see Appendix C.

Please Note:
The above information pertains to the new form of the ING Joint LifePay Plus rider available for sale
beginning on May 1, 2009 in states where approved. If this form of the ING Joint LifePay Plus rider is not yet
approved for sale in your state, or you purchased a prior version, please see Appendix J for more information.

Trust and Fund Expenses
As shown in the fund prospectuses and described in the “Fees Deducted by the Funds” section of this prospectus,
each fund deducts management fees from the amounts allocated to the fund. In addition, each fund deducts other
expenses which may include service fees that may be used to compensate service providers, including the company
and its affiliates, for administrative and contract owner services provided on behalf of the fund. Furthermore,
certain funds may deduct a distribution or 12b-1 fee, which is used to finance any activity that is primarily intended
to result in the sale of fund shares. For a more complete description of the funds’ fees and expenses, review
each fund’s prospectus.

The company or its U.S. affiliates receive substantial revenue from each of the funds or the funds’ affiliates,

ESII - 147947

although the amount and types of revenue vary with respect to each of the funds offered through the contract. This
revenue is one of several factors we consider when determining the contract fees and charges and whether to offer a
fund through our policies. Fund revenue is important to the company’s profitability, and it is generally more
profitable for us to offer affiliated funds than to offer unaffiliated funds.

In terms of total dollar amounts received, the greatest amount of revenue generally comes from assets allocated to
funds managed by Directed Services LLC or other company affiliates, which funds may or may not also be
subadvised by another company affiliate. Assets allocated to funds managed by a company affiliate but subadvised
by unaffiliated third parties generally generate the next greatest amount of revenue. Finally, assets allocated to
unaffiliated funds generate the least amount of revenue. The company expects to make a profit from this revenue to
the extent it exceeds the company’s expenses, including the payment of sales compensation to our distributors.

Types of Revenue Received from Affiliated Funds. Affiliated funds are (a) funds managed by Directed
Services LLC or other company affiliates, which may or may not also be subadvised by another company affiliate;
and (b) funds managed by a company affiliate but that are subadvised by unaffiliated third parties.

Revenues received by the company from affiliated funds may include:

A share of the management fee deducted from fund assets;
Service fees that are deducted from fund assets;
For certain share classes, the company or its affiliates may also receive compensation paid out of 12b-1 fees that are deducted from fund assets; and
Other revenues that may be based either on an annual percentage of average net assets held in the fund by the company or a percentage of the fund’s management fees.

These revenues may be received as cash payments or according to a variety of financial accounting techniques that
are used to allocate revenue and profits across the organization. In the case of affiliated funds subadvised by
unaffiliated third parties, any sharing of the management fee between the Company and the affiliated investment
adviser is based on the amount of such fee remaining after the subadvisory fee has been paid to the unaffiliated
subadviser. Because subadvisory fees vary by subadviser, varying amounts of revenue are retained by the affiliated
investment adviser and ultimately shared with the company.

Types of Revenue Received from Unaffiliated Funds. Revenue received from each of the unaffiliated funds
or their affiliates is based on an annual percentage of the average net assets held in that fund by the company. Some
unaffiliated funds or their affiliates pay us more than others and some of the amounts we receive may be significant.

Revenues received by the company or its affiliates from unaffiliated funds include:

For certain funds, compensation paid from 12b-1 fees or service fees that are deducted from fund assets; and
Additional payments for administrative, recordkeeping or other services that we provide to the funds or their affiliates, such as processing purchase and redemption requests, and mailing fund prospectuses, periodic reports and proxy materials. These additional payments do not increase directly or indirectly the fees and expenses shown in each fund prospectus. These additional payments may be used by us to finance distribution of the contract.

These revenues are received as cash payments, and if the unaffiliated fund families currently offered through the
contract were individually ranked according to the total amount they paid to the company or its affiliates in 2007,
that ranking would be as follows:

· Fidelity Variable Insurance Product Portfolios

ESII - 147947

If the revenues received from affiliated funds were included in this list, payments from Directed Services LLC and
other company affiliates would be at the top of the list.

In addition to the types of revenue received from affiliated and unaffiliated funds described above, affiliated and
unaffiliated funds and their investment advisers, subadvisers or affiliates may participate at their own expense in
company sales conferences or educational and training meetings. In relation to such participation, a fund’s
investment adviser, subadviser or affiliate may make fixed dollar payments to help offset the cost of the meetings or
sponsor events associated with the meetings. In exchange for these expense offset or sponsorship arrangements, the
investment adviser, subadviser or affiliate may receive certain benefits and access opportunities to company sales
representatives and wholesalers rather than monetary benefits. These benefits and opportunities include, but are not
limited to, co-branded marketing materials, targeted marketing sales opportunities, training opportunities at
meetings, training modules for sales personnel and opportunity to host due diligence meetings for representatives
and wholesalers.

Certain funds may be structured as “fund of funds.” These funds may have higher fees and expenses than a fund
that invests directly in debt and equity securities because they also incur the fees and expenses of the underlying
funds in which they invest. These funds are affiliated funds, and the underlying funds in which they invest may be
affiliated funds as well. The fund prospectuses disclose the aggregate annual operating expenses of each portfolio
and its corresponding underlying fund or funds. The “fund of funds” available under the contract are identified in
the list of investment portfolios toward the front of this prospectus.

Please note that certain management personnel and other employees of the company or its affiliates may receive a
portion of their total employment compensation based on the amount of net assets allocated to affiliated funds. For
more information, please see “Other Contract Provisions – Selling the Contract.”

THE ANNUITY CONTRACT

The Contract described in this prospectus is a deferred combination variable and fixed annuity contract. The
Contract provides a means for you to invest in one or more of the available mutual fund portfolios of the Trusts and
Funds through Separate Account B. It also provides a means for you to invest in a Fixed Interest Allocation through
the Fixed Account. See Appendix C for more information on the Fixed Account. If you have any questions
concerning this Contract, contact your registered representative or call our Customer Service Center at (800) 366-
0066.

Contract Date and Contract Year
The date the Contract became effective is the contract date. Each 12-month period following the contract date is a
contract year.

Contract Owner
You are the contract owner. You have the rights and options described in the Contract. One or more persons may
own the Contract. If there are multiple owners named, the age of the oldest owner will determine the applicable
death benefit if such death benefit is available for multiple owners. In the event a selected death benefit is not
available, the Standard Death Benefit will apply.

The death benefit becomes payable when you die. If the owner is a non-natural owner, the death benefit is payable
upon the death of the annuitant. In the case of a sole contract owner who dies before the annuity start date, we will
pay the beneficiary the death benefit then due. The sole contract owner’s estate will be the beneficiary if no
beneficiary has been designated or the beneficiary has predeceased the contract owner. In the case of a joint owner
of the Contract dying before the annuity start date, we will designate the surviving contract owner as the beneficiary.
This will override any previous beneficiary designation. See “Joint Owner,” below.

Joint Owner
For non-qualified Contracts only, joint owners may be named in a written request before the Contract is in effect.

ESII - 147947

Joint owners may independently exercise transfers and other transactions allowed under the Contract. All other
rights of ownership must be exercised by both owners. Joint owners own equal shares of any benefits accruing or
payments made to them. All rights of a joint owner end at death of that owner if the other joint owner survives. The
entire interest of the deceased joint owner in the Contract will pass to the surviving joint owner and the death benefit
will be payable. Joint owners may only select the Standard Death Benefit option. The Earnings Multiplier Benefit
rider is not available when there are joint owners.

Any addition or deletion of a joint owner is treated as a change of owner which may affect the amount of the death
benefit. See “Change of Contract Owner or Beneficiary,” below. Adding a joint owner to the Contract post issue
with either the Annual Ratchet Enhanced Death Benefit (Quarterly Ratchet Enhanced Death Benefit
before January 12, 2009) or Max 7 Enhanced Death Benefit will cause that death benefit to end. If the older joint
owner is attained age 85 or under, the Standard Death Benefit will apply. If the older joint owner is attained age 86
or over on the date of the ownership change, the death benefit will be the cash surrender value. The mortality and
expense risk charge going forward will reflect the change in death benefit. If you elected the Earnings Multiplier
Benefit rider, it will terminate if you add a joint owner after issue. Note that returning a Contract to single owner
status will not restore either the Annual Ratchet Enhanced Death Benefit (Quarterly Ratchet Enhanced
Death Benefit before January 12, 2009) or Max 7 Enhanced Death Benefit, or the earnings multiplier benefit.
Unless otherwise specified, the term “age” when used for joint owners shall mean the age of the oldest owner.

Annuity Start Date
The annuity start date is the date you start receiving annuity payments under your Contract. The Contract, like all
deferred variable annuity contracts, has two phases: the accumulation phase and the income phase. The
accumulation phase is the period between the contract date and the annuity start date. The income phase begins
when you start receiving regular annuity payments from your Contract on the annuity start date.

Annuitant
The annuitant is the person designated by you to be the measuring life in determining annuity payments. On and
after May 1, 2009, a joint annuitant may also be designated. You are the annuitant unless you name another
annuitant in the application. The annuitant’s age determines when the income phase must begin and the amount of
the annuity payments to be paid. In the case of a non-natural owner and joint annuitants, the oldest annuitant’s age
is used. The contract owner will receive the annuity benefits of the Contract if the annuitant is living on the annuity
start date. You may not change the annuitant after the Contract is in effect except as described below.

If the contract owner is an individual, and the annuitant dies before the annuity start date and you have named a
contingent annuitant, the contingent annuitant becomes the annuitant. If the annuitant dies before the annuity start
date and there is no contingent annuitant, the contract owner will become the annuitant. In the event of joint owners,
the youngest will be the contingent annuitant. The contract owner may designate a new annuitant within 60 days of
the death of the annuitant. If the annuitant was the sole contract owner and there is no beneficiary designation, the
annuitant’s estate will be the beneficiary.

If the contract owner is not an individual, and the annuitant dies before the annuity start date, we will pay the
designated beneficiary the death benefit then due. If a beneficiary has not been designated, or if there is no
designated beneficiary living, the contract owner will be the beneficiary.

Regardless of whether a death benefit is payable, if the annuitant dies and any contract owner is not an individual,
distribution rules under federal tax law will apply. You should consult your tax adviser for more information if the
contract owner is not an individual.

Beneficiary
The beneficiary is named by you in a written request. The beneficiary is the person who receives any death benefit
proceeds. The beneficiary may become the successor contract owner if the contract owner, who is a spouse, dies
before the income phase start date. We pay death benefits to the primary beneficiary (unless there are joint owners,
in which case death proceeds are payable to the surviving owner(s)).

If the beneficiary dies before the annuitant or the contract owner, we pay the death benefit proceeds to the
contingent beneficiary, if any. If there is no surviving beneficiary, we pay the death benefit proceeds to the contract

ESII - 147947

owner’s estate.

One or more persons may be a beneficiary or contingent beneficiary. In the case of more than one beneficiary, we
will assume any death benefit proceeds are to be paid in equal shares to the surviving beneficiaries, unless you
indicate otherwise in writing.

Please note that only the Standard Death Benefit is available on a Contract with joint annuitants.

Change of Contract Owner or Beneficiary
During the annuitant’s lifetime, you may transfer ownership of a non-qualified Contract. A change in ownership
may affect the amount of the death benefit, the guaranteed minimum death benefit and/or the death benefit option
applied to the contract, the amount of the earnings multiplier benefit, if applicable, and the continuation of any other
optional rider that you have elected. The new owner’s age, as of the date of the change, will be used as the basis for
determining the applicable benefits and charges (the annuitant’s age for non-natural owners). The new owner’s
death will determine when a death benefit is payable (the annuitant’s death for non-natural owners).

	Maximum New
Before Ownership Change	Owner Issue Age	After Ownership Change

Standard Death Benefit	85	Standard Death Benefit
Annual Ratchet Enhanced Death Benefit	75	Annual Ratchet Enhanced Death Benefit

Annual Ratchet Enhanced Death Benefit	76	Standard Death Benefit
Max 7 Enhanced Death Benefit	69	Max 7 Enhanced Death Benefit

Max 7 Enhanced Death Benefit	70	Standard Death Benefit

For Contracts
issued before May 1, 2009, the maximum new owner issue age
was 75 for continuation of both the Annual Ratchet Enhanced Death Benefit and 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. For Contracts issued before April 28, 2008, the
maximum new owner issue age was 79 for continuation of both the Quarterly Ratchet Enhanced Death Benefit
and Max 7 Enhanced Death Benefit. Otherwise, the death benefit after the ownership change will
be the Standard Death Benefit,
so long as the new owner is no older than age 85.

In the event the new owner is age 86 or
older, or the new owner is not an individual (other than a trust for the benefit of the owner or
annuitant), the death benefit after the ownership change will be the cash surrender value.
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 (Quarterly Ratchet Enhanced Death Benefit before January 12,
2009) or Max 7 Enhanced Death Benefit.

If you have elected the earnings multiplier benefit rider, and the new owner is under age 76, the rider will continue.
The benefit will be adjusted to reflect the attained age of the new owner as the issue age. We will use the Maximum
Base and Benefit Base percentages in effect on the original rider date to calculate the benefit. If the new owner is
age 76 or over, the rider will terminate. If you have not elected the earnings multiplier benefit rider, the new owner
may not add the rider upon the change of ownership. If you have elected another optional rider, the rider will
terminate upon a change of ownership.

An ownership change may cause a living benefit rider to terminate. Such depends on the rider and whether spousal
continuation is allowed. For more information about an ownership change with the MGIB rider, please see “Living
Benefit Riders – Minimum Guaranteed Income Benefit (the “MGIB rider”) Rider.” For more information with the
ING LifePay Plus rider, please see “Living Benefit Riders – ING LifePay Plus Minimum Guaranteed Withdrawal
Benefit (“ING LifePay Plus”) Rider.” And for more information with the ING Joint LifePay Plus rider, please see

ESII - 147947

“Living Benefit Riders – ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING Joint LifePay
Plus”) Rider.”

A change of owner likely has tax consequences. See “Federal Tax Considerations” in this prospectus.

You have the right to change beneficiaries during the annuitant’s lifetime unless you have designated an irrevocable
beneficiary. If you have designated an irrevocable beneficiary, you and the irrevocable beneficiary may have to act
together to exercise some of the rights and options under the Contract. In the event of joint owners all must agree
to change a beneficiary.

In the event of a death claim, we will honor the form of payment of the death benefit specified by the beneficiary to
the extent permitted under Section 72(s) of the Tax Code. You may also restrict a beneficiary’s right to elect an
income phase payment option or receive a lump-sum payment. If so, such rights or options will not be available to
the beneficiary.

All requests for changes must be in writing and submitted to our Customer Service Center. Please date your
requests. The change will be effective as of the day we receive the request. The change will not affect any payment
made or action taken by us before recording the change.

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. Availability of an Enhanced Death Benefit option plus a living
benefit rider is subject to the following limitations.

Maximum	Option	Additional Requirement
Issue Age

79	Annual Ratchet Enhanced Death Benefit	ING LifePay Plus rider or ING Joint LifePay

		Plus rider is also purchased.
75	Annual Ratchet Enhanced Death Benefit	All living benefit riders are available.

69	Max 7 Enhanced Death Benefit	No living benefit rider is available.

The maximum issue age applies to both the annuitant and contract owner at the time of application. The Max 7
Enhanced Death Benefit is not available for purchase with any living benefit rider. Also, the maximum issue age for
a Contract with the Standard Death Benefit is limited to age 75 to purchase the MGIB rider.

Before May 1, 2009, you could purchase a Contract with the Max 7 Enhanced Death Benefit
SO LONG
AS both the annuitant and the contract owner were age 79 or younger at the time of application AND you
purchased 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 was 75 for a Contract with either
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.

The initial premium payment must be $5,000 or more ($1,500 for qualified Contracts). You may make additional
payments of $100 or more ($50 for qualified Contracts) at any time after the free look period and up to the contract
anniversary after your 85^th birthday. Under certain circumstances, we may waive the minimum premium payment
requirement. We may also change the minimum initial or additional premium requirements for certain group or
sponsored arrangements. An initial or additional premium payment that would cause the contract value of all
annuities that you maintain with us to exceed $1,500,000 requires our prior approval.

The Contract is designed for people seeking long-term tax-deferred accumulation of assets, generally for retirement
or other long-term purposes. The tax-deferred feature is more attractive to people in high federal and state tax
brackets. You should not buy this Contract: (i) if you are looking for a short-term investment; (ii) if you
cannot risk getting back less money than you put in; or (iii) if your assets are in a plan which provides for tax-

ESII - 147947

deferral and you see no other reason to purchase this Contract. When considering an investment in the
Contract, you should consult with your investment professional about your financial goals, investment time
horizon and risk tolerance.

Replacing an existing insurance contract with this Contract may not be beneficial to you. Before purchasing
the Contract, determine whether your existing contract will be subject to any fees or penalties upon
surrender. Also, compare the fees, charges, coverage provisions and limitations, if any, of your existing
contract with those of the Contract described in this prospectus.

IRAs and other qualified plans already have the tax-deferral feature found in this Contract. For an additional cost,
the Contract provides other features and benefits including death benefits and the ability to receive a lifetime
income. You should not purchase a qualified Contract unless you want these other features and benefits, taking into
account their cost. See “Charges and Fees” in this prospectus. If you are considering an Enhanced Death Benefit
Option and/or the Earnings Multiplier Benefit rider and your contract will be an IRA, see “Federal Tax
Considerations – Tax Consequences of Living Benefits and Death Benefit” in this prospectus. If this contract is
issued as an IRA, no contributions may be made for the taxable year in which you attain age 70½.

Crediting of Premium Payments
We will process your initial premium within 2 business days after receipt and allocate the payment according to the
instructions you specify at the accumulation unit value next determined, if the application and all information
necessary for processing the Contract are complete. We will process subsequent premium payments within 1
business day if we receive all information necessary. In certain states we also accept initial and additional premium
payments by wire order. Wire transmittals must be accompanied by sufficient electronically transmitted data. We
may retain your initial premium payment for up to 5 business days while attempting to complete an incomplete
application. If the application cannot be completed within this period, we will inform you of the reasons for the
delay. We will also return the premium payment immediately unless you direct us to hold the premium payment
until the application is completed. If you choose to have us hold the premium payment, it will be held in a non-
interest bearing account.

If a subaccount is not available or requested in error, we will make inquiry about a replacement subaccount. If we
are unable to reach you or your representative within 5 days, we will consider the application incomplete. Once the
completed application is received, we will allocate the payment to the subaccounts of Separate Account B specified
by you within 2 business days.

If your premium payment was transmitted by wire order from your broker/dealer, we will follow one of the
following two procedures after we receive and accept the wire order and investment instructions. The procedure we
follow depends on state availability and the procedures of your broker/dealer.

1)		If either your state or broker/dealer do not permit us to issue a Contract without an application, we
		reserve the right to rescind the Contract if we do not receive and accept a properly completed
		application or enrollment form within 5 days of the premium payment. If we do not receive the
		application or form within 5 days of the premium payment, we will refund the contract value plus any
		charges we deducted, and the Contract will be voided. Some states require that we return the premium
		paid.

2)		If your state and broker/dealer allow us to issue a Contract without an application, we will issue and
		mail the Contract to you or your representative, together with a Contract Acknowledgement and
		Delivery Statement for your execution. Until our Customer Service Center receives the executed
		Contract Acknowledgement and Delivery Statement, neither you nor the broker/dealer may execute
		any financial transactions on your Contract unless they are requested in writing by you. We may
		require additional information before complying with your request (e.g., signature guarantee).

We will ask about any missing information related to subsequent payments. We will allocate the subsequent
payment(s) pro-rata according to the current variable subaccount allocation unless you specify otherwise. Any fixed
allocation(s) will not be considered in the pro-rata calculations. If a subaccount is no longer available (including due
to a fund purchase restriction) or requested in error, we will allocate the subsequent payment(s) proportionally

ESII - 147947

among the other subaccount(s) in your current allocation. For any subsequent premium payments, we will credit the
payment designated for a subaccount of Separate Account B at the accumulation unit value next determined after
receipt of your premium payment and instructions.

Once we allocate your premium payment to the subaccounts selected by you, we convert the premium payment into
accumulation units. We divide the amount of the premium payment allocated to a particular subaccount by the
value of an accumulation unit for the subaccount to determine the number of accumulation units of the subaccount
to be held in Separate Account B with respect to your Contract. The net investment results of each subaccount vary
with its investment performance.

In some states, we may require that an initial premium designated for a subaccount of Separate Account B or the
Fixed Account be allocated to a subaccount specially designated by the Company (currently, the ING Liquid Assets
Portfolio) during the free look period. After the free look period, we will convert your contract value (your initial
premium plus any earnings less any expenses) into accumulation units of the subaccounts you previously selected.
The accumulation units will be allocated based on the accumulation unit value next computed for each subaccount.
Initial premiums designated for Fixed Interest Allocations will be allocated to a Fixed Interest Allocation with the
guaranteed interest period you have chosen; however, in the future we may allocate the premiums to the specially
designated subaccount during the free look period.

We may also refuse to accept certain forms of premium payments or loan repayments, if applicable, (traveler’s
checks, for example) or restrict the amount of certain forms of premium payments or loan repayments. In addition,
we may require information as to why a particular form of payment was used (third party checks, for example) and
the source of the funds of such payment in order to determine whether or not we will accept it. Use of an
unacceptable form of payment may result in us returning your premium payment and not issuing the contract.

Administrative Procedures
We may accept a request for Contract service in writing, by telephone, or other approved electronic means, subject
to our administrative procedures, which vary depending on the type of service requested and may include proper
completion of certain forms, providing appropriate identifying information, and/or other administrative
requirements. We will process your request at the contract value next determined only after you have met all
administrative requirements. Please be advised that the risk of a fraudulent transaction is increased with telephonic
or electronic instructions (for example, a facsimile withdrawal request form), even if appropriate identifying
information is provided.

Contract Value
We determine your contract value on a daily basis beginning on the contract date. Your contract value is the sum of
(i) the contract value in the Fixed Interest Allocations, and (ii) the contract value in each subaccount in which you
are invested.

Contract Value in Fixed Interest Allocations. The contract value in your Fixed Interest Allocation is the sum
of premium payments allocated to the Fixed Interest Allocation under the Contract, plus contract value transferred to
the Fixed Interest Allocation, plus credited interest, minus any transfers and withdrawals from the Fixed Interest
Allocation (including any Market Value Adjustment applied to such transfer or withdrawal), contract fees
(including, in some cases, fees for optional benefit riders) and premium taxes.

Contract Value in the Subaccounts. On the contract date, the contract value in the subaccount in which you
are invested is equal to the initial premium paid and designated to be allocated to the subaccount. On the contract
date, we allocate your contract value to each subaccount and/or a Fixed Interest Allocation specified by you, unless
the Contract is issued in a state that requires the return of premium payments during the free look period. In such a
case, the portion of your initial premium not allocated to a Fixed Interest Allocation may be allocated to a
subaccount specially designated by the Company during the free look period for this purpose (currently, the ING
Liquid Assets Portfolio).

On each business day after the contract date, we calculate the amount of contract value in each subaccount as
follows:

ESII - 147947

1)		We take the contract value in the subaccount at the end of the preceding business day.
2)		We multiply (1) by the subaccount’s Net Rate of Return since the preceding business day.
3)		We add (1) and (2).
4)		We add to (3) any additional premium payments, and then add or subtract any transfers to or from that
		subaccount.
5)		We subtract from (4) any withdrawals and any related charges, and then subtract any contract fees and
		premium taxes.

Cash Surrender Value
The cash surrender value is the amount you receive when you surrender the Contract. The cash surrender value will
fluctuate daily based on the investment results of the subaccounts in which you are invested and interest credited to
Fixed Interest Allocations and any Market Value Adjustment. See Appendix C for a description of the calculation
of cash surrender value under any Fixed Interest Allocation. We do not guarantee any minimum cash surrender
value. On any date during the accumulation phase, we calculate the cash surrender value as follows: we start with
your contract value, adjust for any Market Value Adjustment, and then we deduct any surrender charge, any charge
for premium taxes, any redemption fees, the annual contract administrative fee (unless waived), any optional benefit
rider charge, and any other charges incurred but not yet deducted.

Surrendering to Receive the Cash Surrender Value. You may surrender the Contract at any time while the
annuitant is living and before the annuity start date. A surrender is effective on the date we receive your written
request and the Contract at our Customer Service Center. After we receive all paperwork required for us to process
your surrender, we will determine and pay the cash surrender value at the price next determined. Once paid, all
benefits under the Contract will terminate. For administrative purposes, we will transfer your money to a specially
designated subaccount (currently the ING Liquid Assets Portfolio) prior to processing the surrender. This transfer
will have no effect on your cash surrender value. You may receive the cash surrender value in a single sum payment
or apply it under one or more annuity options. We will usually pay the cash surrender value within 7 days.

Consult your tax adviser regarding the tax consequences associated with surrendering your Contract. A surrender
made before you reach age 59½ may result in a 10% tax penalty. See “Federal Tax Considerations” for more
details.

Addition, Deletion or Substitution of Subaccounts and Other Changes
We may make additional subaccounts available to you under the Contract. These subaccounts will invest in
investment portfolios we find suitable for your Contract. We may also withdraw or substitute investment portfolios,
subject to the conditions in your Contract, compliance with regulatory requirements, and subject to SEC approval.

We may amend the Contract to conform to applicable laws or governmental regulations. If we feel that investment
in any of the investment portfolios has become inappropriate to the purposes of the Contract, we may, with approval
of the SEC (and any other regulatory agency, if required) combine two or more accounts or substitute another
portfolio for existing and future investments. If you elected the dollar cost averaging, systematic withdrawals or
automatic rebalancing programs, or if you have other outstanding instructions and we substitute or otherwise
eliminate a portfolio subject to those instructions, we will execute your instructions using the substituted or proposed
replacement portfolio, unless you request otherwise. The substitute or proposed replacement portfolio may have
higher fees and charges than any portfolio it replaces. Subject to SEC approval, we reserve the right to: (i)
deregister Separate Account B under the 1940 Act; (ii) operate Separate Account B as a management company
under the 1940 Act if it is operating as a unit investment trust; (iii) operate Separate Account B as a unit investment
trust under the 1940 Act if it is operating as a managed separate account; (iv) restrict or eliminate any voting rights
as to Separate Account B; and (v) combine Separate Account B with other accounts.

We will provide you with written notice before we make any of these changes.

Fixed Interest Allocation (The Fixed Account or Fixed Interest Division)

ESII - 147947

The Fixed Account is a segregated asset account which contains the assets that support a contract owner’s Fixed
Interest Allocations. See Appendix C and the Fixed Account II prospectus for more information. In the event the
Fixed Account is not available in your state, then the Fixed Interest Allocation is the Fixed Interest Division.
Accordingly, see Appendix D, instead for more information. To obtain a copy of the Fixed Account II prospectus,
write to our Customer Service Center at P.O. Box 9271, Des Moines, Iowa 50306-9271 or call (800) 366-0066, or
access the SEC’s website (http://www.sec.gov). The Offering Brochure for the Fixed Interest Division is also
available by contacting our Custom Service Center.

State Variations
Contracts issued in your state may provide different features and benefits from, and impose different costs than,
those described in this prospectus. This prospectus provides a general description of the Contract, so please see your
Contract, any endorsements and riders for the details.

Other Contracts
We and our affiliates offer various other products with different features and terms than the Contracts, and that may
offer some or all of the same investment portfolios. These products have different benefits, fees and charges, and
may or may not better match your needs. You should be aware that there are alternative options available, and, if
you are interested in learning more about these other products, contact our Customer Service Center or your
registered representative. Also, broker/dealers selling the Contract may limit its availability or the availability of an
optional feature (for example, by imposing restrictions on eligibility), or decline to make an optional feature
available. Please talk to your registered representative for further details.

LIVING BENEFIT RIDERS

Some features and benefits of the Contract, if available, are available by rider for an additional charge. Once
elected, the riders generally may not be cancelled. You may not remove the rider and charges will be assessed
regardless of the performance of your Contract. Please see “Charges and Fees - Optional Rider Charges” for
information on rider charges.

The optional riders may not be available for all investors. You should analyze each rider thoroughly and
understand it completely before you select one. The optional riders do not guarantee any return of principal
or premium payments and do not guarantee performance of any specific investment portfolio under the
contract. You should consult a qualified financial adviser in evaluating the riders. Our Customer Service
Center may be able to answer your questions. The telephone number is (800) 366-0066.

The Contract has three living benefit riders offering protection against the investment risks with your Contract:

The Minimum Guaranteed Income Benefit rider, which you may wish to purchase if you are concerned about having a minimum amount of income in annuitizing your Contract;
The ING LifePay Plus Minimum Guaranteed Withdrawal Benefit rider, which you may wish to purchase if you are concerned that you may outlive your income; and
The ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit rider, which you may wish to purchase if you are married and concerned that you and your spouse may outlive your income.

These living benefit riders are described further below. You may only add one living benefit rider to your Contract.
We do, however, reserve the right to allow the purchase of more than one living benefit rider in the future. You
should not purchase the ING LifePay Plus rider with multiple owners, unless the owners are spouses. More
information about earlier versions of the guaranteed withdrawal benefit riders (including lifetime versions) is in the
appendices.

Minimum Guaranteed Income Benefit Rider (the “MGIB rider”). The MGIB rider is an optional benefit which
guarantees a minimum amount of annuity income will be available to you if you annuitize on the MGIB Date (as

ESII - 147947

defined below), regardless of fluctuating market conditions. The minimum guaranteed amount of annuity income
will depend on the amount of premiums you pay during the first five contract years after you purchase the rider, the
amount of contract value you allocate or transfer to Special Funds (as defined below) or Excluded Funds (as defined
below), the MGIB Rate (as defined below), the adjustment for Special Fund or Excluded Fund transfers, and any
withdrawals you take while the MGIB rider is in effect. Thus, investing in Special Funds or Excluded Funds may
limit the benefit under the MGIB rider.

Purchase. To purchase the MGIB rider, you must be age 75 or younger on the rider date and the ten-year
waiting period must end at or prior to the latest annuity start date. Before April 28, 2008, the maximum age was 79.
Some broker dealers may limit availability of the rider to younger ages. The MGIB rider must be purchased on
the contract date
. The Company in its discretion may allow the purchase of
this rider after the contract date
. The MGIB rider is not available for purchase with the Max 7 Enhanced Death
Benefit. There is a ten-year waiting period before you can annuitize under the MGIB rider.

Rider Date. The rider date is the date the optional benefit rider becomes effective. The rider date is also the
contract date if you purchase the rider when the Contract is issued.

No Cancellation. Once you purchase a rider, you may not cancel it unless you cancel the Contract during the
Contract’s free look period, surrender, annuitize or otherwise terminate the Contract. These events automatically
cancel any rider. Once the Contract continues beyond the free look period, you may not cancel the rider. The
Company may, at its discretion, cancel and/or replace a rider at your request in order to renew or reset a rider.

Termination. The MGIB rider is a “living benefit,” which means the guaranteed benefit offered by the MGIB
rider is intended to be available to you while you are living and while your Contract is in the accumulation phase.
The MGIB rider automatically terminates if you:

annuitize, surrender or otherwise terminate your Contract during the accumulation phase;
you die during the accumulation phase (first owner to die if there are multiple contract owners, or at death of annuitant if contract owner is not a natural person), unless your spouse beneficiary elects to continue the Contract;
the contract value is insufficient to pay the charge for the MGIB rider; or
there is a change in contract ownership (other than a spousal beneficiary continuation upon your death).

Rider Charge. The current charge we deduct under the MGIB Rider is 0.75% annually of the MGIB Charge
Base. The MGIB Charge Base is the greater of (1) and (2) below, where:

1)	Is the lesser of the Maximum MGIB Rollup Base and the sum of (a), (b), and (c) where:
	(a)	is the MGIB Rollup Base for Covered Funds;
	(b)	is the MGIB Rollup Base for Special Funds (as defined below); and
	(c)	is the MGIB Rollup Base for Excluded Funds; and
2)	Is the sum of (a) and (b) where:
	(a)	is the MGIB Ratchet Base for Covered Funds and Special Funds; and
	(b)	is the MGIB Ratchet Base for Excluded Funds.

ESII - 147947

For definitions of the Maximum MGIB Rollup Base, the MGIB Rollup Base for Covered Funds, the MGIB Rollup
Base for Special Funds, the MGIB Rollup Base for Excluded Funds, the MGIB Ratchet Base for Covered Funds and
Special Funds, and the MGIB Ratchet Base for Excluded Funds, see the “Calculations of the MGIB Rollup Bases”
and “Calculation of the MGIB Ratchet Bases” below.

Fund Categories. The MGIB Benefit Base (as defined below) is tracked separately for Covered Funds, Special
Funds and Excluded Funds. The following investment options are currently designated as Special Funds for
purposes of calculating the MGIB Benefit Base:

ING Liquid Assets Portfolio; and
Fixed Interest Allocation.

Please note that the ProFunds VP Rising Rates Opportunity and ING Limited Maturity Bond portfolios are also
Special Funds, but closed to new allocations, effective April 30, 2007 and March 12, 2004, respectively.

No investment options are currently designated as Excluded Funds. Covered Funds are any investment options not
designated as Special Funds or Excluded Funds. These fund categories apply to all calculations under the MGIB
rider. Please see “The Trust and Funds – Covered Funds, Special Funds and Excluded Funds.”

For Contracts with the MGIB rider purchased before August 21, 2006 (subject to availability), the
ING VP Intermediate Bond Portfolio is designated as a Special Fund.

Fixed Allocation Funds Automatic Rebalancing. In order to mitigate the insurance risk inherent in our
guarantee to provide you a guaranteed minimum amount of annuity income if you annuitize on the MGIB date
(subject to the terms and restrictions of the MGIB rider), we require that your contract value be allocated in
accordance with certain limitations. In general, to the extent that you choose not to invest in the Accepted Funds,
we require that a proportion of the amount not so invested be invested in the Fixed Allocation Funds. We will
require this allocation regardless of your investment instructions to the contract, as described below.

For Contracts with the MGIB rider purchased on and after August 21, 2006 (subject to availability), there is an
allocation requirement. If the contract value in the Fixed Allocation Funds (as defined below) is less than a
percentage of the total contract value allocated to the Fixed Allocation Funds and Other Funds (as defined below) on
any MGIB Rebalancing Date (as defined below), we will automatically rebalance the contract value allocated to the
Fixed Allocation Funds and Other Funds so that the appropriate percentage of this amount is allocated to the Fixed
Allocation Funds. This is called Fixed Allocation Funds Automatic Rebalancing and the percentage is stated in your
Contract. Currently, the minimum Fixed Allocation Fund percentage is zero. Accepted Funds are excluded from
this rebalancing. Any rebalancing is done on a pro-rata basis among the Other Funds and will be the last transaction
processed on that date.

The MGIB Rebalancing Dates occur on each Contract anniversary and after the following transactions:

1)		receipt of additional premiums;
2)		transfer or reallocation among the Fixed Allocation Funds or Other Funds, whether automatic or
		specifically directed by you; and
3)		withdrawals from the Fixed Allocation Funds or Other Funds.

Currently, the Accepted Funds are: [TO BE UPDATED BY AMENDMENT.]

ING American Funds Asset Allocation Portfolio;
ING Franklin Templeton Founding Strategy Portfolio;
ING LifeStyle Growth Portfolio;
ING LifeStyle Moderate Growth Portfolio;
ING LifeStyle Moderate Portfolio;

ESII - 147947

ING Liquid Assets Portfolio;
ING MFS Total Return Portfolio;
ING T. Rowe Price Capital Appreciation Portfolio;
ING Van Kampen Equity and Income Portfolio;
ING WisdomTree^SMGlobal High-Yielding Equity Index Portfolio;;
BlackRock Global Allocation V.I. Portfolio; and
Fixed Interest Allocation.

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 investment portfolios after the date of the change.

Currently, the Fixed Allocation Funds are: [TO BE UPDATED BY AMENDMENT.]

ING American Funds Bond Portfolio;
ING Lehman Brothers U.S. Aggregate Bond Index Portfolio;
ING PIMCO Core Bond Portfolio; and
ING VP Intermediate Bond Portfolio.

You may allocate contract value to one or more of the Fixed Allocation Funds. We consider the ING VP
Intermediate Bond Portfolio to be the default Fixed Allocation Fund with Fixed Allocation Funds Automatic
Rebalancing.

If the MGIB rider is not continued under the spousal continuation right, when available, the Fixed Allocation Fund
will be reclassified as a Special Fund as of the Contract continuation date if it would otherwise be designated as a
Special Fund for purposes of the Contract’s death benefits. For purposes of calculating any applicable death benefit
guaranteed under the Contract any allocation of contract value to the Fixed Allocation Funds will be considered a
Covered Fund while the rider is in effect.

All investment portfolios available under the Contract that are not Accepted Funds or the Fixed Allocation Funds are
considered Other Funds.

Fixed Allocation Funds Automatic Rebalancing is separate from any other automatic rebalancing under the
Contract. However, if the other automatic rebalancing under the Contract causes the allocations to be out of
compliance with the investment portfolio restrictions noted above, Fixed Allocation Funds Automatic Rebalancing
will occur immediately after the automatic rebalancing to restore the required allocations. See “Appendix I –
Examples of Fixed Allocation Funds Automatic Rebalancing.”

In certain circumstances, Fixed Allocation Funds Automatic Rebalancing may result in a reallocation into the Fixed
Allocation Funds even if you have not previously been invested in it. By electing to purchase the MGIB rider,
you are providing the Company with direction and authorization to process these transactions, including
reallocations into the Fixed Allocation Funds. You should not purchase the MGIB rider if you do not wish to
have your contract value reallocated in this manner.

MGIB Benefit Base. The MGIB Benefit Base (as defined below) is only a calculation used to determine the
MGIB annuity income. The MGIB Benefit Base does not represent a contract value, nor does it guarantee
performance of the subaccounts in which you are invested. It is also not used in determining the amount of your
cash surrender value and death benefits. Any reset of contract value under provisions of the Contract or other riders
will not increase the MGIB Benefit Base or Maximum MGIB Rollup Base (as defined below). On the MGIB Date,
your MGIB Benefit Base is the greater of (1) and (2), where:

1)		Is the lesser of the Maximum MGIB Rollup Base (as defined below) and the sum of (a), (b), and (c)
		where:

		(a) is the MGIB Rollup Base for Covered Funds; and

ESII - 147947

	(b)	is the MGIB Rollup Base for Special Funds; and
	(c)	is the contract value allocated to Excluded Funds; and
2)	Is the sum of (a) and (b) where:
	(a)	is the MGIB Ratchet Base for Covered Funds and Special Funds (as defined below); and
	(b)	is the contract value allocated to Excluded Funds.

The MGIB Benefit Base calculation differs from the MGIB Charge Base calculation because it uses the contract
value allocated to Excluded Funds rather than the MGIB Ratchet Base and MGIB Rollup Base allocated to Excluded
Funds. This means that the amount on which you pay charges for the MGIB rider may be higher than the amount
used to calculate your benefit under the MGIB rider.

Calculation of MGIB Rollup Bases. The Maximum MGIB Rollup Base is 250% of eligible premiums
adjusted pro-rata for withdrawals, subject to availability (300% otherwise and for Contracts with the MGIB rider
purchased before August 21, 2006). This means that the Maximum MGIB Rollup Base is reduced for withdrawals
by the same proportion that the withdrawal reduces the contract value. The Maximum MGIB Rollup Base is not
allocated by Fund category.

The MGIB Rollup Base allocated to Covered Funds equals the eligible premiums allocated to Covered Funds,
adjusted for subsequent withdrawals and transfers taken or made while the MGIB rider is in effect, accumulated at
the MGIB Rate to the earlier of the oldest owner reaching age 80 and the MGIB Rollup Base reaching the Maximum
MGIB Rollup Base, and at 0% thereafter.

The MGIB Rollup Base allocated to Special Funds equals the eligible premiums allocated to Special Funds, adjusted
for subsequent withdrawals and transfers taken or made while the MGIB rider is in effect. The MGIB Rate does not
apply to the MGIB Rollup Base allocated to Special Funds, so the MGIB Rollup Base allocated to Special Funds
does not accumulate.

The MGIB Rollup Base allocated to Excluded Funds equals the eligible premiums allocated to Excluded Funds,
adjusted for subsequent withdrawals and transfers taken or made while the MGIB rider is in effect, accumulated at
the MGIB rate to the earlier of the oldest owner reaching age 80 and the MGIB Rollup Base reaching the Maximum
MGIB Rollup Base, and at 0% thereafter. The MGIB Rollup Base allocated to Excluded Funds is used only for
transfer adjustments and rider charges. It is not included in the MGIB Rollup Base used to determine
benefits.

Eligible premiums are those premiums added more than 5 years before the earliest MGIB Date. This means that,
generally, premiums must be paid within five years of purchasing the MGIB rider to be considered eligible
premiums. Premiums paid after that are excluded from the MGIB Rollup Bases.

The MGIB Rate is currently 6% (7% if this rider was purchased before May 1, 2009). The MGIB Rate is an
annual effective rate. We may, at our discretion, discontinue offering this rate. The MGIB Rate will not change for
those contracts that have already purchased the MGIB rider.

Withdrawals reduce each MGIB Rollup Base on a pro-rata basis. The percentage reduction in the MGIB Rollup
Base for each Fund category (i.e. Covered Funds, Special Funds or Excluded Funds) equals the percentage reduction
in contract value in that fund category resulting from the withdrawal (including surrender charge and market value
adjustment). This means that the MGIB Rollup Base for Covered Funds, the MGIB Rollup Base for Special Funds
or the MGIB Rollup Base for Excluded Funds is reduced for withdrawals by the same proportion that the
withdrawal reduces the contract value allocated to Covered Funds, Special Funds or Excluded Funds. For example,
if the contract value in Covered Funds is reduced by 25% as the result of a withdrawal (including surrender charge
and market value adjustment), the MGIB Rollup Base allocated to Covered Funds is also reduced by 25% (rather
than by the amount of the withdrawal).

ESII - 147947

When you make transfers between Covered Funds, Special Funds and Excluded Funds, net transfers from a fund
category will reduce the applicable MGIB Rollup Base for that fund category on a pro-rata basis. This means a
reduction by the same percentage as the transfer bears to the contract value in the fund category. For example, if the
contract value in Covered Funds is $1000 and the transfer from Covered Funds to Excluded Funds is $250, then the
contract value in Covered Funds is reduced by 25%. In a case where the MGIB Rollup Base for Covered Funds is
$1200, the MGIB Rollup Base for Covered Funds is also reduced by 25%, or $300, rather than by the amount of the
transfer, or $250. In addition, the MGIB Rollup Base for Excluded Funds is increased by the reduction in the MGIB
Rollup Base for Covered Funds, or $300.

In a case where the MGIB Ratchet Base for Covered Funds is greater than the contract value in Covered Funds, a
transfer from Covered Funds will result in the MGIB Rollup Base for Covered Funds being reduced by a dollar
amount that is higher than the dollar amount of the transfer. A higher reduction to the MGIB Rollup Base for
Covered Funds will have a larger negative impact on the MGIB Benefit Base, potentially reducing the minimum
guaranteed amount of annuity income upon annuitization under the MGIB rider. This means the benefit you receive
under the MGIB rider will not be as great because of the transfer.

Net transfers from Excluded Funds will also reduce the MGIB Rollup Base for Excluded Funds on a pro-rata basis.
But the resulting increase in the MGIB Rollup Base for Covered Funds or Special Funds, as applicable, will equal
the lesser of the contract value transferred and the reduction in the MGIB Rollup Base for Excluded Funds. What
this means, if in the previous example the transfer was from Excluded Funds to Covered Funds, is there would be no
change in the value of your MGIB Benefit Base because of the transfer – the amount of the transfer between the
fund categories is the same, $250, because the MGIB Benefit Base calculation is based on the contract value
allocated to Excluded Funds, versus the calculation basis for Excluded Funds with the MGIB Charge Base. The
MGIB Charge Base calculation is instead based on the MGIB Rollup Base for Excluded Funds. As a result, this
same transfer, having no change in the value of your MGIB Benefit Base, would result in the MGIB Charge Base
being reduced. The net effect of this transfer: You pay less for the same minimum guaranteed amount of annuity
income upon annuitization of the MGIB rider.

Calculation of MGIB Ratchet Bases. The MGIB Ratchet Base for Covered Funds and Special Funds equals:

1)	on the rider date, eligible premiums 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

	(b)	the MGIB Ratchet Base for Covered Funds and Special Funds from the most recent prior
		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

ESII - 147947

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 added more than five years before the earliest MGIB Date. This means that,
generally, premiums must be paid within five years of purchasing the MGIB rider to be considered eligible
premiums. Premiums paid after that are not added to the MGIB Ratchet Bases, but would be added to your contract
value.

Withdrawals reduce each MGIB Ratchet Base on a pro-rata basis. The percentage reduction in the MGIB Ratchet
Base for each fund category (i.e. Covered Funds and Special Funds or Excluded Funds) equals the percentage
reduction in contract value in that fund category resulting from the withdrawal (including surrender charges and
market value adjustment). This means that the MGIB Ratchet Base for Covered Funds and Special Funds or the
MGIB Ratchet Base for Excluded Funds is reduced for withdrawals by the same proportion that the withdrawal
(including surrender charges and market value adjustment) reduces the contract value allocated to Covered Funds
and Special Funds or Excluded Funds. For example, if the contract value in Covered Funds and Special Funds is
reduced by 25% as the result of a withdrawal (including surrender charges and market value adjustment), the MGIB
Ratchet Base for Covered Funds and Special Funds is also reduced by 25% (rather than by the amount of the
withdrawal).

When you make transfers between Covered Funds or Special Funds and Excluded Funds, net transfers will reduce
the MGIB Ratchet Base for Covered Funds and Special Funds on a pro-rata basis. This means a reduction by the
same percentage as the transfer bears to the contract value in Covered Funds and Special Funds. For example, if the
contract value in Covered Funds and Special Funds is $1000 and a transfer from Covered Funds or Special Funds to
Excluded Funds is $250, then the contract value in Covered Funds and Special Funds is reduced by 25%. In a case
where the MGIB Ratchet Base for Covered Funds and Special Funds is $1200, the MGIB Ratchet Base for Covered
Funds and Special Funds is also reduced by 25%, or $300, rather than by the amount of the transfer, or $250. In
addition, the MGIB Rollup Base for Excluded Funds is increased by the reduction in the MGIB Ratchet Base for
Covered Funds and Special Funds, or $300.

In a case where the MGIB Rollup Base for Covered Funds and Special Funds is greater than the contract value in
Covered Funds and Special Funds, a transfer from Covered Funds and Special Funds will result in the MGIB
Ratchet Base for Covered Funds and Special Funds being reduced by a dollar amount that is higher than the dollar
amount of the transfer. A higher reduction to the MGIB Ratchet Base for Covered Funds and Special Funds will
have a larger negative impact on the MGIB Benefit Base, potentially reducing the minimum guaranteed amount of
annuity income upon annuitization under the MGIB rider. This means the benefit you receive under the MGIB rider
will not be as great because of the transfer.

Net transfers from Excluded Funds will also reduce the MGIB Ratchet Base for Excluded Funds on a pro-rata basis.
But the resulting increase in the MGIB Ratchet Base for Covered Funds and Special Funds will equal the lesser of
the contract value transferred and the reduction in the MGIB Ratchet Base for Excluded Funds. What this means, if
in the previous example the transfer was from Excluded Funds to Covered Funds, is there would be no change in the
value of your MGIB Benefit Base because of the transfer – the amount of the transfer between the fund categories is
the same, $250, because the MGIB Benefit Base calculation is based on the contract value allocated to Excluded
Funds, versus the calculation basis for Excluded Funds with the MGIB Charge Base. The MGIB Charge Base
calculation is instead based on the MGIB Ratchet Base for Excluded Funds. As a result, this same transfer, having
no change in the value of your MGIB Benefit Base, would result in the MGIB Charge Base being reduced. The net

ESII - 147947

effect of this transfer: You pay less for the same minimum guaranteed amount of annuity income upon annuitization
of the MGIB rider.

MGIB Date. If you purchased the MGIB rider on the contract date or added the MGIB rider within 30 days
following the contract date, the MGIB Date is the contract anniversary on or after the tenth contract anniversary
when you decide to exercise your right to annuitize under the MGIB rider. If you added the MGIB rider at any other
time, your MGIB Date is the contract anniversary occurring at least 10 years after the date when you decide to
exercise your right to annuitize under the MGIB rider.

MGIB Annuity Income. Ordinarily, the amount of income that will be available to you on the annuity start
date is based on your contract value, the annuity option you selected and the guaranteed income factors or the
income factors in effect on the date you annuitize. If you purchase the MGIB rider, the amount of income that will
be available to you upon annuitization on the MGIB Date is the greatest of:

1)		your annuity income based on your contract value on the MGIB Date adjusted for any market value
		adjustment (see Appendix C) applied to the guaranteed income factors specified in your Contract for
		the annuity option you selected;

2)		your annuity income based on your contract value on the MGIB Date adjusted for any market value
		adjustment (see Appendix C) applied to the then-current income factors in effect for the annuity option
		you selected; or

3)		the MGIB annuity income based on your MGIB Benefit Base on the MGIB Date applied to the MGIB
		income factors specified in your rider for the MGIB annuity option you selected. Prior to applying the
		MGIB income factors, we will adjust the MGIB Benefit Base for any surrender charge, premium tax
		recovery and market value adjustment (see Appendix C) that would otherwise apply at annuitization.

MGIB Income Factors. The guaranteed factors contained in the MGIB rider generally provide lower payout
per $1,000 of value applied than the guaranteed income factors found in your Contract. Although the minimum
income provided under the rider can be determined in advance, the contract value in the future is unknown, so the
income provided under a contract with the MGIB rider attached may be greater or less than the income that would
be provided under the Contract without the rider. Generally, the income calculated under the MGIB rider will be
greater than the income provided under the Contract whenever the MGIB Benefit Base is sufficiently in excess of
the contract value to offset the additional conservatism reflected in the MGIB rider’s income factors compared to
those in the Contract. The income factors in the MGIB rider generally reflect a lower interest rate and more
conservative mortality than the income factors in the Contract. The degree of relative excess that the income factors
require to produce more income will vary for each individual circumstance. If the contract value exceeds the MGIB
Benefit Base at time of annuitization, the Contract will always produce greater income than the MGIB rider. Please
see “Appendix G — Examples of Minimum Guaranteed Income Benefit Calculation.”

MGIB Annuity Options. Prior to your latest annuity start date, you may choose to exercise your right to
receive payments under the MGIB rider. Payments under the rider begin on the MGIB Date. We require a 10-year
waiting period before you can annuitize the MGIB rider benefit. The MGIB must be exercised in the 30-day period
prior to the end of any contract anniversary that occurs at least ten years after the MGIB rider date. At your request,
the Company may, at its discretion, extend the latest contract annuity start date without extending the MGIB Date.

The following are the MGIB annuity options available under the MGIB Rider:

1)		Income for Life (single life or joint life with 100% Survivor) and 10-20 year fixed period.
2)		Income for 20-30 year fixed period.
3)		Any other annuity option offered by the Company in conjunction with the MGIB rider on the MGIB
		Date.

Once during the life of the Contract, you have the option to elect to apply up to 50% of the MGIB Benefit Base to

ESII - 147947

one of the MGIB annuity options available under the MGIB rider. This option may only be exercised in the 30 day
period prior to a contract anniversary at or after the end of the waiting period. The portion of the MGIB Benefit
Base so applied will be used to determine the MGIB income, as is otherwise described in the prospectus. The
contract value will be reduced on a pro-rata basis. Any subsequent exercise of your right to receive payments under
the MGIB rider must be for 100% of the remaining value. The exercise of this partial annuitization of the MGIB
Benefit Base does not affect your right to annuitize remaining value under the Contract without regard to the MGIB
rider. The amount applied to the partial annuitization will be treated as a withdrawal for purposes of adjusting
contract and MGIB rider values. This means the contract and MGIB rider values will be adjusted on a pro-rata
basis. See “Calculation of MGIB Rollup Bases” and “Calculation of MGIB Ratchet Bases” above. Surrender
charges will apply to amounts applied to partial annuitization.

Please note that if you elect partial annuitization, annuity payments received will be treated as withdrawals
by us. Please consult your tax adviser before making this election, as the Tax Code is unclear on the taxation
of partial annuitization.

Notification. On or before 30 days prior to each possible MGIB Date, we will provide you with a notification
which will include an estimate of the amount of MGIB annuity benefit available if you choose to exercise it. We
will determine the actual amount of the MGIB annuity benefit as of the MGIB Date.

Change of Owner and Annuitant. The MGIB rider will terminate upon a change of ownership unless the
change is due to spousal continuation at the time of the owner’s death. Once you purchase the MGIB rider, the
annuitant may not be changed except when an annuitant who is not a contract owner dies prior to annuitization. In
such a case, a new annuitant may be named in accordance with the provisions of your Contract. The MGIB Benefit
Base is unaffected and continues to accumulate.

Death of Owner. The MGIB rider and the MGIB rider charges automatically terminate if you die during the
accumulation phase (first owner to die if there are multiple contract owners, or at death of the annuitant if the
contract owner is not a natural person), unless your spouse beneficiary elects to continue the Contract.

The MGIB rider does not restrict or limit your right to annuitize the Contract at any time permitted under
the Contract. The MGIB rider does not restrict your right to annuitize the Contract using Contract income
factors that may be higher than the MGIB rider income factors.

The benefits associated with the MGIB rider are available only if you annuitize your Contract under the
rider and in accordance with the provisions set forth above. Annuitizing using the MGIB may result in a
more favorable stream of income payments, and different tax consequences, under your Contract. Because
the MGIB rider income factors are generally more conservative than the Contract income factors, the level of
lifetime income that it guarantees may be less than the level that might be provided by the application of your
Contract value to the Contract’s applicable annuity factors. You should consider all of your options at the
time you begin the income phase of your Contract.

ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING LifePay Plus”) Rider. The ING LifePay
Plus rider generally provides, subject to the restrictions and limitations below, that we will guarantee a minimum
level of annual withdrawals from the Contract for the lifetime of the annuitant, even if these withdrawals reduce
your Contract value to zero. You may wish to purchase this rider if you are concerned that you may outlive your
income.

Important Note:
We introduced the
ING LifePay Plus rider on August 20, 2007 and launched changes to it on April 28, 2008 and
January 12, 2009, subject to state approval where applicable. The form of the ING LifePay Plus
rider available to you depends on state availability.

The below information pertains to the new form of the ING LifePay Plus rider available for sale
beginning on May 1, 2009 in states where approved. If this form of the ING LifePay Plus rider is
not yet approved for sale in your state, then please see Appendix [___] for the information

ESII - 147947

about the form of the ING LifePay Plus rider available to you.

Eligibility. The
annuitant must be the owner or one of the owners, unless the owner is a non-natural owner. Joint annuitants are not
allowed. The maximum issue age is 80 (owner and annuitant must age qualify). The issue age is the age of the
owner (or the annuitant if there are joint owners or the owner is non-natural) on the rider effective date. The ING
LifePay Plus rider is not available for purchase with the Max 7 Enhanced Death Benefit. The ING LifePay Plus
rider is subject to broker/dealer availability. Please note that the ING LifePay Plus rider will not be issued until
your contract value is allocated in accordance with the investment option restrictions described in
“Investment Option Restrictions,” below.

Contracts issued on and after November 1, 2004 are eligible for the ING LifePay Plus rider,
subject to the conditions, requirements and limitations of the prior paragraph. Such Contracts must not already have
a living benefit rider.
There is an election form for this
purpose. Please contact the Customer Service Center for more information.

Rider Effective Date. The rider effective date is the date that coverage under the ING LifePay Plus rider
begins. If you purchase the ING LifePay Plus rider when the Contract is issued, the rider effective date is also
the Contract date. If the ING LifePay Plus rider is added after contract issue, the rider effective date will be the
date of the Contract’s next following quarterly contract anniversary. A quarterly contract anniversary occurs
once each quarter of a contract year from the contract date.

No Cancellation. Once you purchase the ING LifePay Plus rider, you may not cancel it unless you: a) cancel
the Contract during the Contract’s free look period; b) surrender the Contract; c) begin the income phase and
start receiving annuity payments; or d) otherwise terminate the Contract pursuant to its terms. These events
automatically cancel the ING LifePay Plus rider.

Termination. The ING LifePay Plus rider is a “living benefit,” which means the guaranteed benefits offered
are intended to be available to you while you are living and while your Contract is in the accumulation phase.
The optional rider automatically terminates if you: Terminate your Contract pursuant to its terms during the
accumulation phase, surrender your Contract, or begin receiving income phase payments in lieu of payments
under the ING LifePay Plus rider; or Die during the accumulation phase (first owner to die if there are multiple
Contract owners, or death of annuitant if Contract owner is not a natural person), unless your spouse beneficiary
elects to continue the Contract. The ING LifePay Plus rider also terminates with a change in Contract
ownership (other than a spousal beneficiary continuation on your death). Other circumstances that may cause
the ING LifePay Plus rider to terminate automatically are discussed below.

Highlights. This paragraph introduces the terminology of the ING LifePay Plus rider and how its components
generally work together. Benefits and guarantees are subject to the terms, conditions and limitations of the ING
LifePay Plus rider. More detailed information follows below, with the capitalized words that are underlined
indicating headings for ease of reference. The ING LifePay Plus rider guarantees an amount available for
withdrawal from the Contract in any contract year once the Lifetime Withdrawal Phase begins – we use the ING
LifePay Plus Base as part of the calculation of the Maximum Annual Withdrawal. The Maximum Annual
Withdrawal is available for withdrawals at your discretion or systematic withdrawals pursuant to the terms of the
Contract. Also, the ING LifePay Plus rider offers the Income Optimizer, which is the option to elect to receive
systematic installments of the Maximum Annual Withdrawal over the annuitant’s life. The guarantee continues
when the ING LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status, at which time we will pay you
periodic payments in an annual amount equal to the Maximum Annual Withdrawal (since Contract value would be
zero) until the annuitant’s death. The ING LifePay Plus Base is eligible for Annual Ratchets and
Step-ups, and subject to adjustment for any Excess Withdrawals. The ING LifePay Plus rider has
an allowance for withdrawals from a Contract subject to the Required Minimum Distribution rules of the Tax Code
that would otherwise be Excess Withdrawals. The ING LifePay Plus rider has a death benefit that is payable upon
the owner’s death only when the ING LifePay Plus Death Benefit Base is greater than the Contract’s death benefit.
The ING LifePay Plus rider allows for spousal continuation.

ESII - 147947

ING LifePay Plus Base. The ING LifePay Plus Base is first calculated when you purchase the ING LifePay
Plus rider: On the Contract date – equal to the initial premium (excluding any credit on the premium, or premium
credit, available with your Contract); or After the Contract date – equal to the Contract value on the effective date of
the rider (excluding any premium credits applied during the preceding 36 months).

The ING LifePay Plus Base is increased, dollar for dollar, by any subsequent premiums (excluding any applicable
premium credits). We refer to the ING LifePay Plus Base as the MGWB Base in the ING LifePay Plus rider.

Withdrawals and Excess Withdrawals. Once the Lifetime Withdrawal Phase begins, withdrawals within a
contract year up to the Maximum Annual Withdrawal, including for payment of third-party investment advisory
fees, have no impact on the ING LifePay Plus Base. These withdrawals will not incur surrender charges, a
negative Market Value Adjustment associated with any Fixed Account Allocations or any premium credit
deduction (recapture).

Say for example the current Contract value is $90,000 on a Contract with the ING LifePay Plus rider in the
Lifetime Withdrawal Phase. The ING LifePay Plus Base is $100,000, and the Maximum Annual Withdrawal is
$5,000. Even though a withdrawal of $5,000 would reduce the Contract value to $85,000, the ING LifePay
Plus Base would remain at its current level (as would the Maximum Annual Withdrawal as well) since the
withdrawal did not exceed the Maximum Annual Withdrawal. See below for more information about the
Maximum Annual Withdrawal.

An Excess Withdrawal is a withdrawal either before the Lifetime Withdrawal Phase begins (except for payment
of third-party investment advisory fees), or once the Lifetime Withdrawal Phase begins, any portion of a
withdrawal during a contract year that exceeds the Maximum Annual Withdrawal. An Excess Withdrawal will
cause a pro-rata reduction of the ING LifePay Plus Base – in the same proportion as Contract value is reduced
by the portion of the withdrawal that is considered excess, inclusive of surrender charges, or Market Value
Adjustment associated with any Fixed Account Allocations or any premium credit deduction (recapture) (rather
than the total amount of the withdrawal). An Excess Withdrawal will also cause the Maximum Annual
Withdrawal to be recalculated. See Appendix G, Illustrations 1, 2 and 6 for examples of the consequences of an
Excess Withdrawal.

Please note that any withdrawals before the rider effective date in the same contract year when the ING LifePay
Plus rider is added after contract issue are counted in summing up your withdrawals in that contract year to
determine whether the Maximum Annual Withdrawal has been exceeded.

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.

Once the Lifetime Withdrawal Phase begins, we reserve the right to increase the charge for the ING LifePay
Plus rider upon the Annual Ratchet. You will never pay more than new issues of the ING LifePay
Plus 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 the forthcoming Annual Ratchet.

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 the

ESII - 147947

Step-up.

The amount of the Step-up is the product of the Step-up Tracker on the previous contract anniversary times the
Step-up percent, currently 6%. The Step-up Tracker is only used to calculate the amount of the Step-up.
Initially, it equals the ING LifePay Plus Base. Any premiums received during a contract year (excluding any
applicable premium credits) are added to the Step-up Tracker and eligible for a partial Step-up. Any
withdrawals for payment of third-party investment advisory fees are subtracted from it. Like the ING LifePay
Plus Base, the Step-up Tracker is eligible for Annual Ratchets and subject to a pro-rata adjustment for any
Excess Withdrawals.

Please note that no partial Step-up is available in the first year after you purchase
this rider post issue of the Contract.
Your first opportunity for a
Step-up will not be until the first contract anniversary after a full contract year has elapsed
since the rider effective date.

Say for example that with a Contract purchased on January 1, 2007, the contract owner decides to add the ING
LifePay Plus rider on March 15, 2007. The rider effective date is April 1, 2007, which is the date of the
Contract’s next following quarterly contract anniversary. Because on January 1, 2008 a full contract year will
not have elapsed since the rider effective date, the ING LifePay Plus Base will not be eligible for a Step-up.
Rather, the first opportunity for a Step-up with this Contract is on January 1, 2009.

Lifetime Withdrawal Phase. The Lifetime Withdrawal Phase begins on the date of your first withdrawal
(except those for payment of third-party investment advisory fees), SO LONG AS the annuitant is age 59½. On this
date, the ING LifePay Plus Base is recalculated to equal the greater of the current ING LifePay Base or the current
Contract value (excluding any premium credits applied during the preceding 36 months). The Lifetime Withdrawal
Phase will continue until the earliest of:

1)		the date annuity payments begin (see “The Annuity Options”);
2)		reduction of the Contract value to zero by an Excess Withdrawal;
3)		reduction of the Contract value to zero by a withdrawal less than or equal to the Maximum Annual
		Withdrawal;
4)		surrender of the Contract; or
5)		the death of the owner (first owner, in the case of joint owners; annuitant, in the case of a non-natural
		person owner), unless your spouse beneficiary elects to continue the Contract.

The ING LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status in the event Contract value is reduced
to zero other than by an Excess Withdrawal. Please see “Lifetime Automatic Periodic Benefit Status” below for
more information.

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+

ESII - 147947

The Maximum Annual Withdrawal is thereafter recalculated whenever the ING LifePay Plus Base is
recalculated, for example, upon the Annual Ratchet or a Step-up. Also, the
Maximum Annual Withdrawal Percentage can increase with the Annual Ratchet as the annuitant
grows older.

In the event on the date the Lifetime Withdrawal Phase begins the Contract value (excluding any premium
credits applied during the preceding 36 months) is greater than the ING LifePay Plus Base, then before the
Maximum Annual Withdrawal is first calculated, the ING LifePay Plus Base will be set equal to the Contract
value (excluding any premium credits applied during the preceding 36 months). The greater the ING LifePay
Plus Base, the greater the amount guaranteed to be available to you for withdrawals under the ING LifePay Plus
rider in calculating the Maximum Annual Withdrawal for the first time.

Income Optimizer. The ING LifePay Plus rider offers the option to elect to receive the Maximum Annual
Withdrawal in systematic installments over the annuitant’s life. We call this option the Income Optimizer. You
may elect the Income Optimizer during the Lifetime Withdrawal Phase. This election is in lieu of the
Contract’s other annuity options, and these payments will be subject to the same tax treatment as an annuity
payment. The Income Optimizer is only available on non-qualified contracts.

The frequency of payments under the Income Optimizer may be annual, quarterly or monthly. While you are
receiving payments under the Income Optimizer, the ING LifePay Plus Base remains eligible for Annual
Ratchets. Your Contact may still have a Contact value and death benefit. Spousal continuation of payments
under the Income Optimizer is permitted. Any withdrawals in excess of the Maximum Annual Withdrawal are
Excess Withdrawals that would cause a pro-rata reduction of the ING LifePay Plus Base, as well as a reduction
of the Maximum Annual Withdrawal.

Your election is subject to restrictions – you may not: revoke your election; add on premiums; exchange the
Contract; annuitize the Contract; or change ownership (except as permitted under “Change of Owner or
Annuitant” below). Once you choose the frequency of payments, you may not change it. Also, the specified
percentage of your Contract value required to be allocated to Fixed Allocation Funds is higher, and the
investment options available for this purpose are limited. Please see “Investment Option Restrictions” below
for the details. You may surrender your Contact at any time.

Lifetime Income Annuity Option. In the event the Contract’s annuity commencement date is reached
while the ING LifePay Plus rider is in the Lifetime Withdrawal Phase, you may elect a life only annuity
option, in lieu of the Contract’s other annuity options.
Payments under this option are based on the minimum annual
payment factors for each $1,000 reflected in the rider data table and will never be less than the same frequency
of payments of the Maximum Annual Withdrawal at that time. For more information about the Contract’s
annuity options, see “The Annuity Options.”

Required Minimum Distributions. The ING LifePay Plus rider allows for withdrawals from a Contract
subject to the Required Minimum Distribution rules of the Tax Code that exceed the Maximum Annual
Withdrawal without causing a pro-rata reduction of the ING LifePay Plus Base and recalculation of the
Maximum Annual Withdrawal. If your Required Minimum Distribution for a calendar year (determined on a
date on or before January 31 of that year), applicable to this Contract, is greater than the Maximum Annual
Withdrawal on that date, then an Additional Withdrawal Amount will be set equal to that portion of the
Required Minimum Distribution that exceeds the Maximum Annual Withdrawal. Once you have taken the
Maximum Annual Withdrawal for the then current Contract year, the dollar amount of any additional
withdrawals will count first against and reduce any unused Additional Withdrawal Amount for the previous
calendar year followed by any Additional Withdrawal Amount for the current calendar year – without
constituting an Excess Withdrawal. See Appendix G, Illustration 3 for an example.

Withdrawals that exceed the Maximum Annual Withdrawal and all available Additional Withdrawal Amounts
are Excess Withdrawals that will cause a pro-rata reduction of the ING LifePay Plus Base and the Maximum

ESII - 147947

Annual Withdrawal to be recalculated. See Appendix G, Illustration 5 for an example of the consequences of
an Excess Withdrawal with an Additional Withdrawal Amount. The Additional Withdrawal Amount is
available on a calendar year basis and recalculated every January, reset to equal that portion of the Required
Minimum Distribution for that calendar year that exceeds the Maximum Annual Withdrawal on that date. Any
unused amount of the Additional Withdrawal Amount carries over into the next calendar year and is available
through the end of that year, at which time any amount remaining will expire. See Appendix G, Illustration 4
for an example of the Additional Withdrawal Amount being carried over. Please note that there is no
adjustment to the Additional Withdrawal Amount for Annual Ratchets or upon spousal
continuation of the ING LifePay Plus Rider.

Lifetime Automatic Periodic Benefit Status. The ING LifePay Plus rider enters Lifetime Automatic Periodic
Benefit Status when your Contract value is reduced to zero other than by an Excess Withdrawal. (A withdrawal in
excess of the Maximum Annual Withdrawal that causes your Contract value to be reduced to zero will terminate the
ING LifePay Plus rider.) You will no longer be entitled to make withdrawals, but instead will begin to receive
periodic payments in an annual amount equal to the Maximum Annual Withdrawal. When the rider enters Lifetime
Automatic Periodic Benefit Status: the Contract will provide no further benefits (including death benefits) other
than as provided under the ING LifePay Plus rider; no further premium payments will be accepted; and any other
riders attached to the Contract will terminate, unless otherwise specified in that rider.

During Lifetime Automatic Periodic Benefit Status, we will pay you periodic payments in an annual amount that is
equal to the Maximum Annual Withdrawal. These payments will cease upon the death of the annuitant at which
time both the rider and the Contract will terminate. The rider will remain in Lifetime Automatic Periodic Benefit
Status until it terminates without value upon the annuitant’s death.

If when the ING LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status your net withdrawals to date
are less than the Maximum Annual Withdrawal for that contract year, then we will pay you the difference
immediately. The periodic payments will begin on the first Contract anniversary following the date the rider enters
Lifetime Automatic Periodic Benefit Status and will continue to be paid annually thereafter.

In the event Contract value is reduced to zero before the Lifetime Withdrawal Phase begins, Lifetime Automatic
Periodic Benefit Status is deferred until the contract anniversary on or after the annuitant is age 59½. During this
time, the ING LifePay Plus rider’s death benefit remains payable upon the annuitant’s death. Also, the ING LifePay
Plus Base remains eligible for Step-ups. Once the ING LifePay Plus rider enters the
Lifetime Automatic Periodic Benefit Status, periodic payments will begin in an annual amount equal to the
applicable Maximum Annual Withdrawal Percentage, based on the annuitant’s age, multiplied by the ING LifePay
Plus Base.

You may elect to receive systematic withdrawals pursuant to the terms of the Contract. Under a systematic
withdrawal, either a fixed amount or an amount based upon a percentage of the contract value will be withdrawn
from your contract and paid to you on a scheduled basis, either monthly, quarterly or annually. If, at the time the
rider enters Lifetime Automatic Periodic Benefit Status, you are receiving systematic withdrawals under the
Contract more frequently than annually, the periodic payments will be made at the same frequency in equal amounts
such that the sum of the payments in each Contract year will equal the annual Maximum Annual Withdrawal. Such
payments will be made on the same payment dates as previously set up, if the payments were being made monthly
or quarterly. If the payments were being made annually, then the payments will be made on each following contract
anniversary.

Investment Option Restrictions. While the ING LifePay Plus 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 the required specified percentage of such Contract value in
the Fixed Allocation Funds, which is 30%; 40% with the Income Optimizer.

See “Fixed Allocation Funds Automatic Rebalancing,” below. 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 ING LifePay Plus 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

ESII - 147947

these investment option restrictions is discussed further below.

Accepted Funds. Currently, the Accepted Funds are: [TO BE UPDATED BY AMENDMENT.]

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

The Accepted Funds for the Income Optimize are: [TO BE UPDATED BY AMENDMENT.]

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.

Fixed Allocation Funds. Currently, the Fixed Allocation Funds: [TO BE UPDATED BY AMENDMENT.]

ING American Funds Bond Portfolio;
ING Lehman Brothers U.S. Aggregate Bond Index Portfolio;
ING PIMCO Core Bond Portfolio; and
ING VP Intermediate Bond Portfolio.

You may allocate your contract value to one or more of the Fixed Allocation Funds. We consider the ING VP
Intermediate Bond Portfolio to be the default Fixed Allocation Fund with Fixed Allocation Funds Automatic
Rebalancing.

Other Funds. All portfolios available under the Contract other than Accepted Funds or the Fixed Allocation
Funds are considered Other Funds.

Fixed Allocation Funds Automatic Rebalancing. If the Contract value in the Fixed Allocation Funds is less
than the required specified percentage of the total Contract value allocated among the Fixed Allocation
Funds and Other Funds on any ING LifePay Plus Rebalancing Date (30%; 40% with the Income Optimizer), we
will automatically rebalance the Contract value allocated to the Fixed Allocation Funds and Other Funds so that
the required specified percentage of this amount is allocated to the Fixed Allocation Funds. Accepted
Funds are excluded from Fixed Allocation Funds Automatic Rebalancing. Any rebalancing is done on a pro-
rata basis from the Other Funds to the Fixed Allocation Funds and will be the last transaction processed on that
date. The ING LifePay Plus Rebalancing Dates occur on the rider effective date and each quarterly Contract
anniversary. Also, after the following transactions:

ESII - 147947

1)		receipt of additional premiums;
2)		transfer or reallocation among the Fixed Allocation Funds or Other Funds, whether automatic or
		specifically directed by you;
3)		withdrawals from the Fixed Allocation Funds or Other Funds.

Fixed Allocation Funds Automatic Rebalancing is separate from any other automatic rebalancing under the
Contract. However, if the other automatic rebalancing under the Contract causes the allocations to be out of
compliance with the investment option restrictions noted above, Fixed Allocation Funds Automatic
Rebalancing will occur immediately after the automatic rebalancing to restore the required allocations. See
“Appendix H – Examples of Fixed Allocation Funds Automatic Rebalancing.” You will be notified that Fixed
Allocation Funds Automatic Rebalancing has occurred, along with your new allocations, by a confirmation
statement that will be mailed to you after Fixed Allocation Funds Automatic Rebalancing has occurred.

In certain circumstances, Fixed Allocation Funds Automatic Rebalancing may result in a reallocation into the
Fixed Allocation Funds even if you have not previously been invested in it. See “Appendix H – Examples of
Fixed Allocation Funds Automatic Rebalancing, Example I.” By electing to purchase the ING LifePay Plus
rider, you are providing the Company with direction and authorization to process these transactions,
including reallocations into the Fixed Allocation Funds. You should not purchase the ING LifePay Plus
rider if you do not wish to have your Contract value reallocated in this manner.

Death of Owner or Annuitant. The ING LifePay Plus rider terminates (with the rider’s charges pro-rated) on
the date of death of the owner (or in the case of joint owners, the first owner), or the annuitant if there is a non-
natural owner. Also, an ING LifePay Plus rider that is in Lifetime Automatic Periodic Benefit Status terminates on
the date of the annuitant’s death.

ING LifePay Plus Death Benefit Base. The ING LifePay Plus rider has a death benefit that is payable upon
the owner’s death only when the ING LifePay Plus Death Benefit Base is greater than the Contract’s death
benefit. The ING LifePay Plus Death Benefit Base is first calculated when you purchase the ING LifePay Plus
rider: On the Contract date – equal to the initial premium (excluding any credit on the premium, or premium
credit, available with your Contract); Or after the Contract date – equal to the Contract value on the rider
effective date (excluding any premium credits applied during the preceding 36 months).

The ING LifePay Plus Death Benefit Base is increased by the dollar amount of any subsequent premiums
(excluding any applicable premium credits) and subject to any withdrawal adjustments. The ING LifePay Plus
Death Benefit Base is reduced by the dollar amount of any withdrawals for payment of third-party investment
advisory fees before the Lifetime Withdrawal Phase begins, and for any withdrawals once the Lifetime
Withdrawal Phase begins that are not Excess Withdrawals, including withdrawals for payment of third-party
investment advisory fees. The ING LifePay Plus Death Benefit Base is subject to a pro-rata reduction for an
Excess Withdrawal. Please see “ING LifePay Plus Base - Withdrawals and Excess Withdrawals” above for
more information.

There is no additional charge for the death benefit associated with the ING LifePay Plus rider. Please note that
the ING LifePay Plus Death Benefit Base is not eligible to participate in Annual Ratchets or
Step-ups.

In the event the ING LifePay Plus Death Benefit Base is greater than zero when the ING LifePay Plus rider
enters Lifetime Automatic Periodic Benefit Status, each periodic payment reduces the ING LifePay Plus Death
Benefit Base dollar for dollar until the earlier date of the ING LifePay Plus Death Benefit Base being reduced to
zero or the annuitant’s death. Upon the annuitant’s death, any remaining ING LifePay Plus death benefit is
payable to the beneficiary in a lump sum.

Spousal Continuation. If the surviving spouse of the deceased owner continues the Contract (see “Death
Benefit Choices – Continuation After Death – Spouse”), the rider will also continue on the next quarterly
contract anniversary, provided the spouse becomes the annuitant and sole owner. At that time, the ING LifePay
Plus Base is recalculated to equal the Contract value (excluding any premium credits applied after the deceased

ESII - 147947

owner’s death), inclusive of the guaranteed death benefit – UNLESS the continuing spouse is a joint owner and
the original annuitant, OR the Lifetime Withdrawal Phase has not yet begun. In this case, the ING LifePay Plus
Base is recalculated to equal the greater of: the Contract value (excluding any premium credits applied after
the deceased owner’s death), inclusive of the guaranteed death benefit; and the last calculated ING LifePay
Plus Base, subject to pro-rata adjustment for any withdrawals before spousal continuation.

The Maximum Annual Withdrawal is also recalculated; however, there is no Maximum Annual Withdrawal
upon spousal continuation until the Lifetime Withdrawal Phase begins on the date of the first withdrawal after
spousal continuation, SO LONG AS the annuitant is age 59½. The Maximum Annual Withdrawal is
recalculated to equal the applicable Maximum Annual Withdrawal Percentage, based on the new annuitant’s
age, multiplied by the ING LifePay Plus Base. There is no adjustment to the Additional Withdrawal Amount
upon spousal continuation of the ING LifePay Plus rider for a Contract subject to the Required Minimum
Distribution rules of the Tax Code. Any withdrawals before the owner’s death and spousal continuation are
counted in summing up your withdrawals in that contract year to determine whether the Maximum Annual
Withdrawal has been exceeded.

Please note, if the Contract value (excluding any premium credits applied during the preceding 36 months) is
greater than the ING LifePay Plus Base on the date the Lifetime Withdrawal Phase begins, then the ING
LifePay Plus Base will be set equal to the Contract value (excluding any premium credits applied during the
preceding 36 months) before the Maximum Annual Withdrawal is first calculated. The rider will be eligible for
any Step-ups that may remain, and the Step-up Tracker will be recalculated at the same time as the ING LifePay
Plus Base. Also, upon spousal continuation, the ING LifePay Plus Death Benefit Base equals the ING LifePay
Plus Death Benefit Base before the owner’s death, subject to any pro-rata adjustment for any withdrawals
before spousal continuation of the rider.

In the event the Income Optimizer was elected, systematic installments of the Maximum Annual Withdrawal
will continue, SO LONG AS the surviving spouse as annuitant is age 59½. The amount of these continuing
payments may change since both the ING LifePay Plus Base and the Maximum Annual Withdrawal are
recalculated based on the new annuitant’s age. The rider under the Income Optimizer will remain subject to the
higher required specified percentage for allocations to the Fixed Allocation Funds, even if upon spousal
continuation the Lifetime Withdrawal Phase has not yet begun, and there is no Maximum Annual Withdrawal,
because the annuitant is not yet age 59½.

Contrary to the ING Joint LifePay Plus rider, spousal continuation of the ING LifePay Plus rider would likely
NOT take effect at the same time as the Contract is continued. As noted above, the ING LifePay Plus rider
provides for spousal continuation only on a quarterly contract anniversary (subject to the spouse becoming the
annuitant and sole owner). So if you are concerned about the availability of benefits being interrupted with
spousal continuation of the ING LifePay Plus rider, you might instead want to purchase the ING Joint LifePay
Plus rider.

Change of Owner or Annuitant. The ING LifePay Plus rider terminates (with the rider’s charge pro-rated)
upon any ownership change or change of annuitant, except for:

1)		spousal continuation as described above;
2)		change of owner from one custodian to another custodian;
3)		change of owner from a custodian for the benefit of an individual to the same individual;
4)		change of owner from an individual to a custodian for the benefit of the same individual;
5)		collateral assignments;
6)		change in trust as owner where the individual owner and the grantor of the trust are the same
		individual;
7)		change of owner from an individual to a trust where the individual owner and the grantor of the trust
		are the same individual;
8)		change of owner from a trust to an individual where the individual owner and the grantor of the trust
		are the same individual;
9)		change of owner pursuant to a court order; and
10) change of qualified plan ownership to that of the beneficial owner.

ESII - 147947

Surrender Charges. Once the Lifetime Withdrawal Phase begins, your withdrawals within a contract year up
to the Maximum Annual Withdrawal (and any applicable Additional Withdrawal Amount) are not subject to
surrender charges. We waive any surrender charges otherwise applicable to your withdrawal in a contract year that
is less than or equal to the Maximum Annual Withdrawal. Excess Withdrawals are subject to surrender charges,
whether or not the Lifetime Withdrawal Phase has begun. Once your Contract value is reduced to zero, any periodic
payments under the ING LifePay Plus rider would not subject to surrender charges. Moreover, with no contract
value, none of your contract level recurring charges (e.g., the Mortality and Expense Risk Charge) would be
deducted. See Appendix G for examples.

Loans. No loans are permitted on Contracts with the ING LifePay Plus rider.

Taxation. For more information about the tax treatment of amounts paid to you under the ING LifePay Plus
Rider, see “Federal Tax Considerations – Tax Consequences of Living Benefits and Death Benefit.”

ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING Joint LifePay Plus”) Rider. The
ING Joint LifePay Plus rider generally provides, subject to the restrictions and limitations below, that we will
guarantee a minimum level of annual withdrawals from the Contract for the lifetime of both you and your spouse,
even if these withdrawals reduce your Contract value to zero. You may wish to purchase this rider if you are
married and concerned that you and your spouse may outlive your income.

Important Note:
We introduced the ING Joint LifePay Plus rider on [INSERT DATE], subject to state approval where
applicable. The form of the ING Joint LifePay Plus rider available to you depends on state availability.

The below information pertains to the new form of the ING Joint LifePay Plus rider available for sale
beginning on May 1, 2009, in states where approved. If this form of the ING Joint LifePay Plus rider is not
yet approved for sale in your state, then please see Appendix J for the information about the form of
the ING Joint LifePay Plus rider available to you.

Eligibility. The
ING Joint LifePay Plus rider is only available for purchase by individuals who are married at the time of purchase
(spouses) and eligible to elect spousal continuation (as defined by the Tax Code) of the Contract when the death
benefit becomes payable, subject to the owner, annuitant and beneficiary requirements below. The maximum issue
age is 80. Both spouses must meet the issue age requirement. The issue age is the age of each owner on the rider
effective date. The ING Joint LifePay Plus rider is not available for purchase with the Max 7 Enhanced Death
Benefit. The ING Joint LifePay Plus rider is subject to broker/dealer availability. Please note that the ING Joint
LifePay Plus rider will not be issued unless the required owner, annuitant and beneficiary designations are
met, and until your contract value is allocated in accordance with the investment option restrictions described
in “Investment Option Restrictions,” below.

Contracts issued on and after November 1, 2004 are eligible for the ING Joint LifePay Plus rider, subject to the
conditions, requirements and limitations of the prior paragraph. Such Contracts must not already have a living
benefit rider.
There is an election form for
this purpose. Please contact the Customer Service Center for more information.

Owner, Annuitant and Beneficiary Designations. For nonqualified contracts: Joint owners must be spouses,
and one of the owners the annuitant; and For a Contract with only one owner, the owner’s spouse must be the
sole primary beneficiary. For qualified contracts, there may only be one owner who must also be the annuitant,
and then the owner’s spouse must also be the sole primary beneficiary. Non-natural, custodial owners are only
allowed with IRAs. Owner and beneficiary designations for custodial IRAs must be the same as for any other
qualified contract. The annuitant must be the beneficial owner of the custodial IRA. We require the custodian
to provide us the name and date of birth of both the owner and owner’s spouse. We do not maintain individual
owner and beneficiary designations for custodial IRAs. We reserve
the right to verify the date of birth and social security number of both spouses.

ESII - 147947

Rider Effective Date. The rider effective date is the date that coverage under the ING Joint LifePay Plus rider
begins. If you purchase the ING Joint LifePay Plus rider when the Contract is issued, the rider effective date is
also the Contract date. If the ING Joint LifePay Plus rider is added after contract issue, the rider effective date
will be the date of the Contract’s next following quarterly contract anniversary. A quarterly contract
anniversary occurs once each quarter of a contract year from the contract date.

Active Spouse. An Active Spouse is the person (people) upon whose life and age the guarantees are calculated
under the ING Joint LifePay Plus rider. There must be two Active Spouses when you purchase the ING Joint
LifePay Plus rider, who are married to each other and either are joint owners, or for a Contract with only one
owner, the spouse must be the sole primary beneficiary. You cannot add an Active Spouse after the rider
effective date. In general, changes in ownership of the Contract, the annuitant and/or beneficiary would result
in one spouse being deactivated (the spouse is thereafter inactive). An inactive spouse is not eligible to exercise
any rights or receive any benefits under the ING Joint LifePay Plus rider, including continuing the ING Joint
LifePay Plus rider upon spousal continuation of the Contract. Once an Active Spouse is deactivated, the spouse
may not become an Active Spouse again. Specific situations that would result in a spouse being deactivated
include:

1)		for nonqualified contracts where the spouses are joint owners, the removal of a joint owner (if that
		spouse does not automatically become sole primary beneficiary pursuant to the terms of the Contract),
		or the change of one joint owner to a person other than an Active Spouse;
2)		for nonqualified contracts where one spouse is the owner and the other spouse is the sole primary
		beneficiary, as well as for IRA contracts (including custodial IRAs), the addition of a joint owner who
		is not also an Active Spouse or any change of beneficiary (including the addition of primary
		beneficiaries); or
3)		the spouse’s death.

An owner may also request that a spouse be deactivated. Both owners must agree when there are joint owners.
However, all charges for the ING Joint LifePay Plus rider would continue to apply, even after a spouse is
deactivated, regardless of the reason. So please be sure to understand the impact of any beneficiary or
owner changes on the ING Joint LifePay Plus rider before requesting any changes. Also, please note that
a divorce terminates the ability of an ex-spouse to continue the Contract. See “Divorce” below for more
information.

No Cancellation. Once you purchase the ING Joint LifePay Plus rider, you may not cancel it unless you: a)
cancel the Contract during the Contract’s free look period; b) surrender the Contract; c) begin the income phase
and start receiving annuity payments; or d) otherwise terminate the Contract pursuant to its terms. These events
automatically cancel the ING Joint LifePay Plus rider.

Termination. The ING Joint LifePay Plus rider is a “living benefit,” which means the guaranteed benefits
offered are intended to be available to you and your spouse while you are living and while your Contract is in
the accumulation phase. The optional rider automatically terminates if you: Terminate your Contract pursuant
to its terms during the accumulation phase, surrender your Contract, or begin receiving income phase payments
in lieu of payments under the ING Joint LifePay Plus rider; or Die during the accumulation phase (first owner to
die if there are multiple Contract owners, or death of annuitant if Contract owner is not a natural person), unless
your spouse beneficiary elects to continue the Contract (and your spouse is an Active Spouse). The ING Joint
LifePay Plus rider also terminates with a change in Contract ownership (other than a spousal beneficiary
continuation on your death by an Active Spouse). Other circumstances that may cause the ING Joint LifePay
Plus rider to terminate automatically are discussed below.

Highlights. This paragraph introduces the terminology of the ING Joint LifePay Plus rider and how its
components generally work together. Benefits and guarantees are subject to the terms, conditions and limitations of
the ING Joint LifePay Plus rider. More detailed information follows below, with the capitalized words that are
underlined indicating headings for ease of reference. The ING Joint LifePay Plus rider guarantees an amount
available for withdrawal from the Contract in any contract year once the Lifetime Withdrawal Phase begins – we use
the ING LifePay Plus Base as part of the calculation of the Maximum Annual Withdrawal. The Maximum Annual

ESII - 147947

Withdrawal is available for withdrawals at your discretion or systematic withdrawals pursuant to the terms of the
Contract. Also, the ING Joint LifePay Plus rider offers the Income Optimizer, which is the option to elect to receive
systematic installments of the Maximum Annual Withdrawal over the lives of both Active Spouses. The guarantee
continues when the ING Joint LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status, at which time
we will pay you periodic payments in an annual amount equal to the Maximum Annual Withdrawal (since Contract
value would be zero) until the last Active Spouse’s death. The ING LifePay Plus Base is eligible for
Annual Ratchets and Step-ups, and subject to adjustment for any Excess Withdrawals. The
ING Joint LifePay Plus rider has an allowance for withdrawals from a Contract subject to the Required Minimum
Distribution rules of the Tax Code that would otherwise be Excess Withdrawals. The ING Joint LifePay Plus rider
has a death benefit that is payable upon the owner’s death only when the ING LifePay Plus Death Benefit Base is
greater than the Contract’s death benefit. The ING Joint LifePay Plus rider allows for spousal continuation.

ING LifePay Plus Base. The ING LifePay Plus Base is first calculated when you purchase the ING Joint
LifePay Plus rider: On the Contract date – equal to the initial premium; or After the Contract date – equal to the
Contract value on the effective date of the rider.

The ING LifePay Plus Base is increased, dollar for dollar, by any subsequent premiums. We refer to the ING
LifePay Plus Base as the MGWB Base in the ING Joint LifePay Plus rider.

Withdrawals and Excess Withdrawals. Once the Lifetime Withdrawal Phase begins, withdrawals within a
contract year up to the Maximum Annual Withdrawal, including for payment of third-party investment advisory
fees, have no impact on the ING LifePay Plus Base. These withdrawals will not incur surrender charges or a
negative Market Value Adjustment associated with any Fixed Account Allocations.

Say for example the current Contract value is $90,000 on a Contract with the ING Joint LifePay Plus rider in
the Lifetime Withdrawal Phase. The ING LifePay Plus Base is $100,000, and the Maximum Annual
Withdrawal is $5,000. Even though a withdrawal of $5,000 would reduce the Contract value to $85,000, the
ING LifePay Plus Base would remain at its current level (as would the Maximum Annual Withdrawal as well)
since the withdrawal did not exceed the Maximum Annual Withdrawal. See below for more information about
the Maximum Annual Withdrawal.

An Excess Withdrawal is a withdrawal either before the Lifetime Withdrawal Phase begins (except for payment
of third-party investment advisory fees), or once the Lifetime Withdrawal Phase begins, any portion of a
withdrawal during a contract year that exceeds the Maximum Annual Withdrawal. An Excess Withdrawal will
cause a pro-rata reduction of the ING LifePay Plus Base – in the same proportion as Contract value is reduced
by the portion of the withdrawal that is considered excess, inclusive of surrender charges, or Market Value
Adjustment associated with any Fixed Account Allocations (rather than the total amount of the withdrawal).
An Excess Withdrawal will also cause the Maximum Annual Withdrawal to be recalculated. See Appendix H,
Illustrations 1, 2 and 6 for examples of the consequences of an Excess Withdrawal.

Please note that any withdrawals before the rider effective date in the same contract year when the ING Joint
LifePay Plus rider is added after contract issue are counted in summing up your withdrawals in that contract
year to determine whether the Maximum Annual Withdrawal has been exceeded.

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. We call this recalculation the Annual Ratchet.

Once the Lifetime Withdrawal Phase begins, we reserve the right to increase the charge for the ING Joint
LifePay Plus rider upon the Annual Ratchet. You will never pay more than new issues of the ING
Joint LifePay Plus 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

ESII - 147947

Percentages is below under “Maximum Annual Withdrawal.” Our written notice will also remind you of the
consequences of canceling the forthcoming Annual Ratchet.

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; and
the ING LifePay Plus Base on the previous contract anniversary, increased by

the Step-up.

The amount of the Step-up is the product of the Step-up Tracker on the previous contract anniversary times the
Step-up percent, currently 6%. The Step-up Tracker is only used to calculate the amount of the Step-up.
Initially, it equals the ING LifePay Plus Base. Any premiums received during a contract year (excluding any
applicable premium credits) are added to the Step-up Tracker and eligible for a partial Step-up. Any
withdrawals for payment of third-party investment advisory fees are subtracted from it. Like the ING LifePay
Plus Base, the Step-up Tracker is eligible for Annual Ratchets and subject to a pro-rata adjustment for any
Excess Withdrawals.

Please note that no partial Step-up is available in the first year after you purchase
this rider post issue of the Contract.
Your first opportunity for a
Step-up will not be until the first contract anniversary after a full contract year has elapsed
since the rider effective date.

Say for example that with a Contract purchased on January 1, 2007, the contract owner decides to add the ING
Joint LifePay Plus rider on March 15, 2007. The rider effective date is April 1, 2007, which is the date of the
Contract’s next following quarterly contract anniversary. Because on January 1, 2008 a full contract year will
not have elapsed since the rider effective date, the ING LifePay Plus Base will not be eligible for a step-up.
Rather, the first opportunity for a step-up with this Contract is on January 1, 2009.

Lifetime Withdrawal Phase. The Lifetime Withdrawal Phase begins on the date of your first withdrawal
(except those for payment of third-party investment advisory fees), SO LONG AS the youngest Active Spouse is
age 59½. On this date, the ING LifePay Plus Base is recalculated to equal the greater of the current ING LifePay
Base or the current Contract value. The Lifetime Withdrawal Phase will continue until the earliest of:

1)		the date annuity payments begin (see “The Annuity Options”);
2)		reduction of the Contract value to zero by an Excess Withdrawal;
3)		reduction of the Contract value to zero by a withdrawal less than or equal to the Maximum Annual
		Withdrawal;
4)		surrender of the Contract;
5)		the death of the owner (first owner, in the case of joint owners; annuitant, in the case of a non-natural
		person owner), unless your spouse beneficiary is an Active Spouse who elects to continue the Contract;
		or
6)		the last Active Spouse dies.

The ING Joint LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status in the event Contract value is
reduced to zero other than by an Excess Withdrawal. Please see “Lifetime Automatic Periodic Benefit Status”
below for more information.

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:

ESII - 147947

		Ages

4%		59 ½ to 64
5%		65-75

6%		76-79
7%		80+

The Maximum Annual Withdrawal is thereafter recalculated whenever the ING LifePay Plus Base is
recalculated, for example, upon the Annual Ratchet or a Step-up. Also, the
Maximum Annual Withdrawal Percentage can increase with the Annual Ratchet as the younger
Active Spouse grows older.

In the event on the date the Lifetime Withdrawal Phase begins the Contract value is greater than the ING
LifePay Plus Base, then before the Maximum Annual Withdrawal is first calculated, the ING LifePay Plus Base
will be set equal to the Contract value. The greater the ING LifePay Plus Base, the greater the amount
guaranteed to be available to you for withdrawals under the ING Joint LifePay Plus rider in calculating the
Maximum Annual Withdrawal for the first time.

Income Optimizer. The ING Joint LifePay Plus rider offers the option to elect to receive the Maximum
Annual Withdrawal in systematic installments over the annuitant’s life. We call this option the Income
Optimizer. You may elect the Income Optimizer during the Lifetime Withdrawal Phase. This election is in lieu
of the Contract’s other annuity options, and these payments will be subject to the same tax treatment as an
annuity payment. The Income Optimizer is only available on non-qualified contracts.

The frequency of payments under the Income Optimizer may be annual, quarterly or monthly. While you are
receiving payments under the Income Optimizer, the ING LifePay Plus Base remains eligible for Annual
Ratchets. Your Contact may still have a Contact value and death benefit. Spousal continuation of payments
under the Income Optimizer is permitted. Any withdrawals in excess of the Maximum Annual Withdrawal are
Excess Withdrawals that would cause a pro-rata reduction of the ING LifePay Plus Base, as well as a reduction
of the Maximum Annual Withdrawal.

Your election is subject to restrictions – you may not: revoke your election; add on premiums; exchange the
Contract; annuitize the Contract; or change ownership (except as permitted under “Change of Owner or
Annuitant” below). Once you choose the frequency of payments, you may not change it. Also, the specified
percentage of your Contract value required to be allocated to Fixed Allocation Funds is higher, and the
investment options available for this purpose are limited. Please see “Investment Option Restrictions” below
for the details. You may surrender your Contact at any time.

Lifetime Income Annuity Option. In the event the Contract’s annuity commencement date is reached
while the ING Joint LifePay Plus rider is in the Lifetime Withdrawal Phase, you may elect a life only
annuity option, in lieu of the Contract’s other annuity options.
Payments under this option will be joint life if both Active
Spouses are living, or for the life of the only Active Spouse, and are based on the minimum annual payment
factors for each $1,000 reflected in the rider data table. Also, these payments will never be less than the same
frequency of payments of the Maximum Annual Withdrawal at that time. For more information about the
Contract’s annuity options, see “The Annuity Options.”

Required Minimum Distributions. The ING Joint LifePay Plus rider allows for withdrawals from a Contract
subject to the Required Minimum Distribution rules of the Tax Code that exceed the Maximum Annual
Withdrawal without causing a pro-rata reduction of the ING LifePay Plus Base and recalculation of the
Maximum Annual Withdrawal. If your Required Minimum Distribution for a calendar year (determined on a

ESII - 147947

date on or before January 31 of that year), applicable to this Contract, is greater than the Maximum Annual
Withdrawal on that date, then an Additional Withdrawal Amount will be set equal to that portion of the
Required Minimum Distribution that exceeds the Maximum Annual Withdrawal. Once you have taken the
Maximum Annual Withdrawal for the then current Contract year, the dollar amount of any additional
withdrawals will count first against and reduce any unused Additional Withdrawal Amount for the previous
calendar year followed by any Additional Withdrawal Amount for the current calendar year – without
constituting an Excess Withdrawal. See Appendix H, Illustration 3 for an example.

Withdrawals that exceed the Maximum Annual Withdrawal and all available Additional Withdrawal Amounts
are Excess Withdrawals that will cause a pro-rata reduction of the ING LifePay Plus Base and the Maximum
Annual Withdrawal to be recalculated. See Appendix H, Illustration 5 for an example of the consequences of
an Excess Withdrawal with an Additional Withdrawal Amount. The Additional Withdrawal Amount is
available on a calendar year basis and recalculated every January, reset to equal that portion of the Required
Minimum Distribution for that calendar year that exceeds the Maximum Annual Withdrawal on that date. Any
unused amount of the Additional Withdrawal Amount carries over into the next calendar year and is available
through the end of that year, at which time any amount remaining will expire. See Appendix H, Illustration 4
for an example of the Additional Withdrawal Amount being carried over. Please note that there is no
adjustment to the Additional Withdrawal Amount for Annual Ratchets or upon spousal
continuation of the ING Joint LifePay Plus Rider.

Lifetime Automatic Periodic Benefit Status. The ING Joint LifePay Plus rider enters Lifetime Automatic
Periodic Benefit Status when your Contract value is reduced to zero other than by an Excess Withdrawal. (A
withdrawal in excess of the Maximum Annual Withdrawal that causes your Contract value to be reduced to zero will
terminate the ING Joint LifePay Plus rider.) You will no longer be entitled to make withdrawals, but instead will
begin to receive periodic payments in an annual amount equal to the Maximum Annual Withdrawal. When the rider
enters Lifetime Automatic Periodic Benefit Status: the Contract will provide no further benefits (including death
benefits) other than as provided under the ING Joint LifePay Plus rider; no further premium payments will be
accepted; and any other riders attached to the Contract will terminate, unless otherwise specified in that rider.

During Lifetime Automatic Periodic Benefit Status, we will pay you periodic payments in an annual amount that is
equal to the Maximum Annual Withdrawal. These payments will cease upon the death of the last Active Spouse at
which time both the rider and the Contract will terminate. The rider will remain in Lifetime Automatic Periodic
Benefit Status until it terminates without value upon the last Active Spouse’s death.

If when the ING Joint LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status your net withdrawals to
date are less than the Maximum Annual Withdrawal for that contract year, then we will pay you the difference
immediately. The periodic payments will begin on the first Contract anniversary following the date the rider enters
Lifetime Automatic Periodic Benefit Status and will continue to be paid annually thereafter.

In the event Contract value is reduced to zero before the Lifetime Withdrawal Phase begins, Lifetime Automatic
Periodic Benefit Status is deferred until the contract anniversary on or after the youngest Active Spouse is age 59½.
During this time, the ING Joint LifePay Plus rider’s death benefit remains payable upon the last Active Spouse’s
death. Also, the ING LifePay Plus Base remains eligible for Step-ups. Once the ING Joint
LifePay Plus rider enters the Lifetime Automatic Periodic Benefit Status, periodic payments will begin in an annual
amount equal to the applicable Maximum Annual Withdrawal Percentage, based on the youngest Active Spouse’s
age, multiplied by the ING LifePay Plus Base. If an Active Spouse were to die while Lifetime Automatic Periodic
Benefit Status is deferred, then when the ING Joint LifePay Plus rider enters Lifetime Automatic Periodic Benefit
Status, and the annual amount of the periodic payments, would be based on the remaining Active Spouse’s age.

You may elect to receive systematic withdrawals pursuant to the terms of the Contract. Under a systematic
withdrawal, either a fixed amount or an amount based upon a percentage of the contract value will be withdrawn
from your contract and paid to you on a scheduled basis, either monthly, quarterly or annually. If, at the time the
rider enters Lifetime Automatic Periodic Benefit Status, you are receiving systematic withdrawals under the
Contract more frequently than annually, the periodic payments will be made at the same frequency in equal amounts
such that the sum of the payments in each Contract year will equal the annual Maximum Annual Withdrawal. Such
payments will be made on the same payment dates as previously set up, if the payments were being made monthly

ESII - 147947

or quarterly. If the payments were being made annually, then the payments will be made on each following contract
anniversary.

Investment Option Restrictions. While the ING Joint LifePay Plus 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 the required specified percentage of such Contract value in
the Fixed Allocation Funds, which is 30%; 40% with the Income Optimizer.

See “Fixed Allocation Funds Automatic Rebalancing,” below. We have these investment option restrictions to
lessen the likelihood we would have to make payments under with this rider. We require this allocation regardless
of your investment instructions to the Contract. The ING Joint LifePay Plus 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: [TO BE UPDATED BY AMENDMENT.]

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

ING American Funds Bond Portfolio;
ING Lehman Brothers U.S. Aggregate Bond Index Portfolio;
ING PIMCO Core Bond Portfolio; and
ING VP Intermediate Bond Portfolio.

ESII - 147947

Other Funds. All portfolios available under the Contract other than Accepted Funds or the Fixed Allocation
Funds are considered Other Funds.

Fixed Allocation Funds Automatic Rebalancing. If the Contract value in the Fixed Allocation Funds is less
than the required specified percentage of the total Contract value allocated among the Fixed Allocation
Funds and Other Funds on any ING Joint LifePay Plus Rebalancing Date (30%; 40% with the Income
Optimizer), we will automatically rebalance the Contract value allocated to the Fixed Allocation Funds and
Other Funds so that the required specified percentage of this amount is allocated to the Fixed Allocation
Funds. Accepted Funds are excluded from Fixed Allocation Funds Automatic Rebalancing. Any rebalancing is
done on a pro-rata basis from the Other Funds to the Fixed Allocation Funds and will be the last transaction
processed on that date. The ING Joint LifePay Plus Rebalancing Dates occur on the rider effective date and
each quarterly Contract anniversary. Also, after the following transactions:

1)		receipt of additional premiums;
2)		transfer or reallocation among the Fixed Allocation Funds or Other Funds, whether automatic or
		specifically directed by you;
3)		withdrawals from the Fixed Allocation Funds or Other Funds.

ESII - 147947

subject to any withdrawal adjustments. The ING LifePay Plus Death Benefit Base is reduced by the dollar
amount of any withdrawals for payment of third-party investment advisory fees before the Lifetime Withdrawal
Phase begins, and for any withdrawals once the Lifetime Withdrawal Phase begins that are not Excess
Withdrawals, including withdrawals for payment of third-party investment advisory fees. The ING LifePay
Plus Death Benefit Base is subject to a pro-rata reduction for an Excess Withdrawal. Please see “ING LifePay
Plus Base – Withdrawals and Excess Withdrawals” above for more information.

There is no additional charge for the death benefit associated with the ING Joint LifePay Plus rider. Please note
that the ING LifePay Plus Death Benefit Base is not eligible to participate in Annual Ratchets or
Step-ups.

In the event the ING LifePay Plus Death Benefit Base is greater than zero when the ING Joint LifePay Plus
rider enters Lifetime Automatic Periodic Benefit Status, each periodic payment reduces the ING LifePay Plus
Death Benefit Base dollar for dollar until the earlier date of the ING LifePay Plus Death Benefit Base being
reduced to zero or the last Active Spouse’s death. Upon the last Active Spouse’s death, any remaining ING
LifePay Plus death benefit is payable to the beneficiary in a lump sum.

Spousal Continuation. If the surviving spouse of the deceased owner continues the Contract (see “Death
Benefit Choices – Continuation After Death – Spouse”), the rider will also continue, SO LONG AS the
surviving spouse in an Active Spouse. At that time the ING LifePay Plus Base is recalculated to equal the
greater of: the Contract value, inclusive of the guaranteed death benefit; and the last calculated ING LifePay
Plus Base, subject to pro-rata adjustment for any withdrawals before spousal continuation.

The Maximum Annual Withdrawal is also recalculated; however, there is no Maximum Annual Withdrawal
upon spousal continuation until the Lifetime Withdrawal Phase begins on the date of the first withdrawal after
spousal continuation, SO LONG AS the last Active Spouse is age 59½. The Maximum Annual Withdrawal is
recalculated to equal the applicable Maximum Annual Withdrawal Percentage, based on the last Active
Spouse’s age, multiplied by the ING LifePay Plus Base. There is no adjustment to the Additional Withdrawal
Amount upon spousal continuation of the ING Joint LifePay Plus rider for a Contract subject to the Required
Minimum Distribution rules of the Tax Code. Any withdrawals before the owner’s death and spousal
continuation are counted in summing up your withdrawals in that contract year to determine whether the
Maximum Annual Withdrawal has been exceeded.

Please note, if the Contract value is greater than the ING LifePay Plus Base on the date the Lifetime Withdrawal
Phase begins, then the ING LifePay Plus Base will be set equal to the Contract value before the Maximum
Annual Withdrawal is first calculated. The rider will be eligible for any Step-ups that may remain, and the
Step-up Tracker will be recalculated at the same time as the ING LifePay Plus Base. Also, upon spousal
continuation, the ING LifePay Plus Death Benefit Base equals the ING LifePay Plus Death Benefit Base before
the owner’s death, subject to any pro-rata adjustment for any withdrawals before spousal continuation of the
rider.

Change of Owner or Annuitant. The ING Joint LifePay Plus rider terminates (with the rider’s charge pro-
rated) upon an ownership change or change of annuitant, except for:

1)		spousal continuation as described above;
2)		change of owner from one custodian to another custodian;
3)		change of owner from a custodian for the benefit of an individual to the same individual (owner’s
		spouse must be named sole primary beneficiary to remain an Active Spouse);
4)		change of owner from an individual to a custodian for the benefit of the same individual;
5)		collateral assignments;
6)		for nonqualified contracts only, the addition of a joint owner, provided the added joint owner is the
		original owner’s spouse and is an Active Spouse when added as a joint owner;
7)		for nonqualified contracts only, the removal of a joint owner, provided the removed joint owner is an
		Active Spouse and becomes the sole primary beneficiary; and
8)		change of owner where the owner becomes the sole primary beneficiary and the sole primary
		beneficiary becomes the owner, provided both spouses are Active Spouses at the time of the change.

ESII - 147947

WITHDRAWALS

Except under certain qualified contracts, you may withdraw all or part of your money any time during the
accumulation phase and before the death of the contract owner. If you request a withdrawal for more than 90% of
the cash surrender value, and the remaining cash surrender value after the withdrawal is less than $2,500, we will
treat it as a request to surrender the Contract. If any single withdrawal or the sum of withdrawals exceeds the Free
Withdrawal Amount, you will incur a surrender charge. The Free Withdrawal Amount is the total of (i) your
cumulative earnings (which is your contract value less premium payments received and prior withdrawals), and (ii)
10% of premium payments not previously withdrawn received within 8 years prior to the date of the withdrawal.

You need to submit to us a written request specifying the Fixed Interest Allocations or subaccounts from which to
withdraw amounts, otherwise we will make the withdrawal on a pro-rata basis from all of the subaccounts in which
you are invested. If there is not enough contract value in the subaccounts, we will deduct the balance of the
withdrawal from your Fixed Interest Allocations starting with the guaranteed interest periods nearest their maturity
dates until we have honored your request. We will apply a Market Value Adjustment to any withdrawal from your
Fixed Interest Allocation taken more than 30 days before its maturity date. Definitive guidance on the proper
federal tax treatment of the Market Value Adjustment has not been issued. You may want to discuss the potential
tax consequences of a Market Value Adjustment with your tax adviser. We will determine the contract value as of
the close of business on the day we receive your withdrawal request at our Customer Service Center. The contract
value may be more or less than the premium payments made.

If any limitation on allocations to the Restricted Funds has been exceeded, subsequent withdrawals must be taken so
that the percentage of contract value in the Restricted Funds following the withdrawal would not be greater than the
percentage of contract value in the Restricted Funds prior to the withdrawal. So in this event, you would either need
to take your withdrawal from the Restricted Funds or pro-rata from all variable subaccounts.

For administrative purposes, we will transfer your money to a specially designated subaccount (currently, the ING
Liquid Assets Portfolio) prior to processing the withdrawal. This transfer will not affect the withdrawal amount you
receive.

Please be aware that the benefit we pay under certain optional benefit riders may be reduced by any withdrawals you
take while the optional benefit rider is in effect. See “Living Benefit Riders.”

We offer the following three withdrawal options:

Regular Withdrawals
After the free look period, you may make regular withdrawals. Each withdrawal must be a minimum of $100. We
will apply a Market Value Adjustment to any regular withdrawal you take from a Fixed Interest Allocation more
than 30 days before its maturity date. See Appendix C for more information on the application of Market Value

ESII - 147947

Adjustment.

Systematic Withdrawals
You may choose to receive automatic systematic withdrawal payments (i) from the contract value in the subaccounts
in which you are invested, or (ii) from the interest earned in your Fixed Interest Allocations. You may not elect the
systematic withdrawal option if you are taking IRA withdrawals. Systematic withdrawals may be taken monthly,
quarterly or annually. If you have contract value allocated to one or more Restricted Funds, and you elect to receive
systematic withdrawals from the subaccounts in which you are invested, the systematic withdrawals must be taken
pro-rata from all subaccounts in which contract value is invested. If you do not have contract value allocated to a
Restricted Fund and choose systematic withdrawals on a non pro-rata basis, we will monitor the withdrawals
annually. If you subsequently allocate contract value to one or more Restricted Funds, we will require you to take
your systematic withdrawals on a pro-rata basis from all subaccounts in which contract value is invested. There is
no additional charge for this feature.

You decide when you would like systematic payments to start as long as it is at least 28 days after your contract
date. You also select the date on which the systematic withdrawals will be made, but this date cannot be later than
the 28^th day of the month. If you have elected to receive systematic withdrawals but have not chosen a date, we will
make the withdrawals on the same calendar day of each month as your contract date. If your contract date is on or
after the 28^th day of the month, then your systematic withdrawal will be made on the 28^th day of each month.

Each systematic withdrawal amount must be a minimum of $100. The amount of your systematic withdrawal can
either be (i) a fixed dollar amount or (ii) an amount based on a percentage of the premiums not previously
withdrawn from the subaccounts in which you are invested. Both forms of systematic withdrawals are subject to the
applicable maximum as shown below, which is calculated on each withdrawal date:

		Maximum Percentage

		of Premiums

Frequency		not Previously Withdrawn

Monthly		0.83%
Quarterly		2.50%
Annually		10.00%

If your systematic withdrawal is a fixed dollar amount and the amount to be withdrawn would exceed the applicable
maximum percentage of your premium payments not previously withdrawn on any withdrawal date, we will
automatically reduce the amount withdrawn so that it equals such percentage. Thus, your fixed dollar systematic
withdrawals will never exceed the maximum percentage. If you want fixed dollar systematic withdrawals to exceed
the maximum percentage and are willing to incur associated surrender charges, consider the Fixed Dollar Systematic
Withdrawal Feature discussed below which you may add to your regular fixed dollar systematic withdrawal
program.

If your systematic withdrawal is based on a percentage of the premiums not previously withdrawn from the
subaccounts in which you are invested, and the amount to be withdrawn based on that percentage would be less than
$100, we will automatically increase the amount to $100 as long as it does not exceed the maximum percentage. If
the systematic withdrawal would exceed the maximum percentage, we will send the amount, and then automatically
cancel your systematic withdrawal option.

We limit systematic withdrawals from Fixed Interest Allocations to interest earnings during the prior month, quarter,
or year, depending on the frequency you chose. Systematic withdrawals are not subject to a Market Value
Adjustment, unless you have added the Fixed Dollar Systematic Withdrawal Feature discussed below and the
payments exceed interest earnings. Systematic withdrawals from Fixed Interest Allocations under the Fixed Dollar
Systematic Withdrawal Feature are available only in connection with Section 72(q) and 72(t) distributions. A Fixed
Interest Allocation may not participate in both the systematic withdrawal option and the dollar cost averaging
program at the same time.

You may change the amount or percentage of your systematic withdrawal once each contract year or cancel this

ESII - 147947

option at any time by sending satisfactory notice to our Customer Service Center at least 7 days before the next
scheduled withdrawal date. If you submit a subsequent premium payment after you have applied for systematic
withdrawals, we will not adjust future withdrawals under the systematic withdrawal program unless you specifically
request that we do so. The systematic withdrawal option may commence in a contract year where a regular
withdrawal has been taken but you may not change the amount or percentage of your withdrawals in any contract
year during which you have previously taken a regular withdrawal.

Subject to availability, a spousal or non-spousal beneficiary may elect to receive death benefits as payments over the
beneficiary’s lifetime (“stretch”). Stretch payments will be subject to the same limitations as systematic
withdrawals, and non-qualified stretch payments will be reported on the same basis as other systematic withdrawals.

Fixed Dollar Systematic Withdrawal Feature
You may add the Fixed Dollar Systematic Withdrawal Feature to your regular fixed dollar systematic withdrawal
program. This feature allows you to receive a systematic withdrawal in a fixed dollar amount in addition to your
systematic withdrawal program regardless of any potential impact of surrender charges or Market Value
Adjustments. Systematic withdrawals from Fixed Interest Allocations under the Fixed Dollar Systematic
Withdrawal Feature are available only in connection with Section 72(q) and 72(t) distributions. You choose the
amount of the fixed systematic withdrawals, which may total up to an annual maximum of 10% of your premium
payments not previously withdrawn as determined on the day we receive your election of this feature. We will not
recalculate the maximum limit when you make additional premium payments, unless you instruct us to do so. We
will assess a surrender charge on the withdrawal date if the withdrawal exceeds the maximum limit as calculated on
the withdrawal date. We will assess a Market Value Adjustment on the withdrawal date if the withdrawal from a
Fixed Interest Allocation exceeds your interest earnings on the withdrawal date. We will apply the surrender charge
and any Market Value Adjustment directly to your contract value (rather than to the withdrawal) so that the amount
of each systematic withdrawal remains fixed.

Fixed dollar systematic withdrawals which are intended to satisfy the requirements of Section 72(q) or 72(t) of the
Tax Code may exceed the maximum. Such withdrawals are subject to surrender charges and Market Value
Adjustments when they exceed the applicable maximum percentage.

IRA Withdrawals
If you have a non-Roth IRA Contract and will be at least age 70½ during the current calendar year, you may elect to
have distributions made to you to satisfy requirements imposed by federal tax law. IRA withdrawals provide payout
of amounts required to be distributed by the Internal Revenue Service (“IRS”) rules governing mandatory
distributions under qualified plans. We will send you a notice before your distributions commence. You may elect
to take IRA withdrawals at that time, or at a later date. You may not elect IRA withdrawals and participate in
systematic withdrawals at the same time. If you do not elect to take IRA withdrawals, and distributions are required
by federal tax law, distributions adequate to satisfy the requirements imposed by federal tax law may be made.
Thus, if you are participating in systematic withdrawals, distributions under that option must be adequate to satisfy
the mandatory distribution rules imposed by federal tax law.

You may choose to receive IRA withdrawals on a monthly, quarterly or annual basis. You may elect payments to
start as early as 28 days after the contract date. You select the day of the month when the withdrawals will be made,
but it cannot be later than the 28^th day of the month. If no date is selected, we will make the withdrawals on the
same calendar day of the month as the contract date. If your contract date is after the 28^th day of the month, your
IRA withdrawal will be made on the first day of each month.

You may request us to calculate the amount you are required to withdraw from your Contract each year based on the
information you give us and various choices you make. For information regarding the calculation and choices you
have, see the SAI. Or, we will accept your written instructions regarding the calculated amount required to be
withdrawn from your Contract each year. The minimum dollar amount you can withdraw is $100. When we
determine the required IRA withdrawal amount for a taxable year based on the frequency you select, if that amount
is less than $100, we will pay $100. At any time where the IRA withdrawal amount is greater than the contract
value, we will cancel the Contract and send you the amount of the cash surrender value.

You may change the payment frequency of your IRA withdrawals once each contract year or cancel this option at

ESII - 147947

any time by sending satisfactory notice to our Customer Service Center at least 7 days before the next scheduled
withdrawal date.

An IRA withdrawal from a Fixed Interest Allocation in excess of the amount allowed under systematic withdrawals
will be subject to a Market Value Adjustment and may be subject to surrender charge.

Consult your tax adviser regarding the tax consequences associated with taking withdrawals. You are
responsible for determining that withdrawals comply with applicable law. A withdrawal made before the taxpayer
reaches age 59½ may result in a 10% penalty tax. See “Federal Tax Considerations” for more details.

TRANSFERS AMONG YOUR INVESTMENTS (EXCESSIVE TRADING POLICY)

Between the end of the free look period and the annuity start date, you may transfer your contract value among the
subaccounts in which you are invested and your Fixed Interest Allocations. We currently do not charge you for
transfers made during a contract year, but reserve the right to charge for each transfer after the twelfth transfer in a
contract year. We also reserve the right to limit the number of transfers you may make and may otherwise
modify or terminate transfer privileges if required by our business judgment or in accordance with
applicable law. We will apply a Market Value Adjustment to transfers from a Fixed Interest Allocation taken more
than 30 days before its maturity date, unless the transfer is made under the dollar cost averaging program. Keep in
mind that transfers between Covered Funds, Special Funds and Excluded Funds and other investment portfolios may
negatively impact your death benefit or rider benefits.

If you allocate contract value to an investment option that has been designated as a Restricted Fund, your ability to
transfer contract value to the Restricted Fund may be limited. A transfer to the Restricted Funds will not be
permitted to the extent that it would increase the contract value in the Restricted Fund to more than the applicable
limits following the transfer. We do not limit transfers from Restricted Funds. If the result of multiple reallocations
is to lower the percentage of total contract value in the Restricted Fund, the reallocation will be permitted even if the
percentage of contract value in the Restricted Fund is greater than the limit.

Please be aware that the benefit we pay under an optional benefit rider may be affected by certain transfers you
make while the rider is in effect. Transfers, including those involving Special Funds or Excluded Funds, may also
affect your optional rider base. See “Living Benefit Riders.”

The minimum amount that you may transfer is $100 or, if less, your entire contract value held in a subaccount or a
Fixed Interest Allocation. To make a transfer, you must notify our Customer Service Center and all other
administrative requirements must be met. We will determine transfer values at the end of the business day on which
we receive the transfer request at our Customer Service Center. If we receive your transfer request after 4 p.m.
eastern time or the close of regular trading of the New York Stock Exchange, we will make the transfer on the next
business day.

Separate Account B and the Company will not be liable for following instructions communicated by telephone or
other approved electronic means that we reasonably believe to be genuine. We may require personal identifying
information to process a request for transfer made over the telephone, over the internet or other approved electronic
means. Please be advised that the risk of a fraudulent transaction is increased with telephonic or electronic
instructions, even if appropriate identifying information is provided.

Limits on Frequent or Disruptive Transfers

The contract is not designed to serve as a vehicle for frequent transfers. Frequent transfer activity can disrupt
management of a fund and raise its expenses through:

Increased trading and transaction costs;
Forced and unplanned portfolio turnover;
Lost opportunity costs; and

ESII - 147947

Large asset swings that decrease the fund’s ability to provide maximum investment return to all contract owners.

This in turn can have an adverse effect on fund performance. Accordingly, individuals or organizations that use
market-timing investment strategies or make frequent transfers should not purchase the contract.

Excessive Trading Policy. We and the other members of the ING family of companies that provide multi-fund
variable insurance and retirement products, have adopted a common Excessive Trading Policy to respond to the
demands of the various fund families that make their funds available through our products to restrict excessive fund
trading activity and to ensure compliance with Rule 22c-2 of the 1940 Act.

We actively monitor fund transfer and reallocation activity within our variable insurance products to identify
violations of our Excessive Trading Policy. Our Excessive Trading Policy is violated if fund transfer and
reallocation activity:

Meets or exceeds our current definition of Excessive Trading, as defined below; or
Is determined, in our sole discretion, to be disruptive or not in the best interests of other owners of our variable insurance and retirement products.

We currently define Excessive Trading as:

More than one purchase and sale of the same fund (including money market funds) within a 60 calendar day period (hereinafter, a purchase and sale of the same fund is referred to as a “round-trip”). This means two or more round-trips involving the same fund within a 60 calendar day period would meet our definition of Excessive Trading; or
Six round-trips involving the same fund within a twelve month period.

The following transactions are excluded when determining whether trading activity is excessive:

Purchases or sales of shares related to non-fund transfers (for example, new purchase payments, withdrawals and loans);
Transfers associated with scheduled dollar cost averaging, scheduled rebalancing or scheduled asset allocation programs;
Purchases and sales of fund shares in the amount of $5,000 or less;
Purchases and sales of funds that affirmatively permit short-term trading in their fund shares, and movement between such funds and a money market fund; and
Transactions initiated by us, another member of the ING family of insurance companies or a fund.

If we determine that an individual or entity has made a purchase of a fund within 60 days of a prior round-trip
involving the same fund, we will send them a letter (once per year) warning that another sale of that same fund
within 60 days of the beginning of the prior round-trip will be deemed to be Excessive Trading and result in a six
month suspension of their ability to initiate fund transfers or reallocations through the Internet, facsimile, Voice
Response Unit (VRU), telephone calls to the ING Customer Service Center, or other electronic trading medium that
we may make available from time to time (“Electronic Trading Privileges”). Likewise, if we determine that an
individual or entity has made five round-trips involving the same fund within a rolling twelve month period, we will
send them a letter warning that another purchase and sale of that same fund within twelve months of the initial
purchase in the first round-trip in the prior twelve month period will be deemed to be Excessive Trading and result
in a suspension of their Electronic Trading Privileges. According to the needs of the various business units, a copy
of the warning letters may also be sent, as applicable, to the person(s) or entity authorized to initiate fund transfers
or reallocations, the agent/registered representative or investment adviser for that individual or entity. A copy of the
warning letters and details of the individual’s or entity’s trading activity may also be sent to the fund whose shares
were involved in the trading activity.

If we determine that an individual or entity has violated our Excessive Trading Policy, we will send them a letter
stating that their Electronic Trading Privileges have been suspended for a period of six months. Consequently, all

ESII - 147947

fund transfers or reallocations, not just those which involve the fund whose shares were involved in the activity that
violated our Excessive Trading Policy, will then have to be initiated by providing written instructions to us via
regular U.S. mail. Suspension of Electronic Trading Privileges may also extend to products other than the product
through which the Excessive Trading activity occurred. During the six month suspension period, electronic “inquiry
only” privileges will be permitted where and when possible. A copy of the letter restricting future transfer and
reallocation activity to regular U.S. mail and details of the individual’s or entity’s trading activity may also be sent,
as applicable, to the person(s) or entity authorized to initiate fund transfers or reallocations, the agent/registered
representative or investment adviser for that individual or entity and the fund whose shares were involved in the
activity that violated our Excessive Trading Policy.

Following the six month suspension period during which no additional violations of our Excessive Trading Policy
are identified, Electronic Trading Privileges may again be restored. We will continue to monitor the fund transfer
and reallocation activity, and any future violations of our Excessive Trading Policy will result in an indefinite
suspension of Electronic Trading Privileges. A violation of our Excessive Trading Policy during the six month
suspension period will also result in an indefinite suspension of Electronic Trading Privileges.

We reserve the right to suspend Electronic Trading Privileges with respect to any individual or entity, with or
without prior notice, if we determine, in our sole discretion, that the individual’s or entity’s trading activity is
disruptive or not in the best interests of other owners of our variable insurance products, regardless of whether the
individual’s or entity’s trading activity falls within the definition of Excessive Trading set forth above.

Our failure to send or an individual’s or entity’s failure to receive any warning letter or other notice contemplated
under our Excessive Trading Policy will not prevent us from suspending that individual’s or entity’s Electronic
Trading Privileges or taking any other action provided for in our Excessive Trading Policy.

We do not allow exceptions to our Excessive Trading Policy. We reserve the right to modify our Excessive Trading
Policy, or the policy as it relates to a particular fund, at any time without prior notice, depending on, among other
factors, the needs of the underlying fund(s), the best interests of contract owners and fund investors and/or state or
federal regulatory requirements. If we modify our policy, it will be applied uniformly to all contract owners or, as
applicable, to all contract owners investing in the underlying fund.

Our Excessive Trading Policy may not be completely successful in preventing market timing or excessive trading
activity. If it is not completely successful, fund performance and management may be adversely affected, as noted
above.

Limits Imposed by the Funds. Each underlying fund available through the variable insurance and retirement
products offered by us and/or the other members of the ING family of insurance companies, either by prospectus or
stated contract, has adopted or may adopt its own excessive/frequent trading policy, and orders for the purchase of
fund shares are subject to acceptance or rejection by the underlying fund. We reserve the right, without prior notice,
to implement fund purchase restrictions and/or limitations on an individual or entity that the fund has identified as
violating its excessive/frequent trading policy and to reject any allocation or transfer request to a subaccount if the
corresponding fund will not accept the allocation or transfer for any reason. All such restrictions and/or limitations
(which may include, but are not limited to, suspension of Electronic Trading Privileges and/or blocking of future
purchases of a fund or all funds within a fund family) will be done in accordance with the directions we receive from
the fund.

Agreements to Share Information with Fund Companies. As required by Rule 22c-2 under the 1940 Act, we
have entered into information sharing agreements with each of the fund companies whose funds are offered through
the contract. Contract owner trading information is shared under these agreements as necessary for the fund
companies to monitor fund trading and our implementation of our Excessive Trading Policy. Under these
agreements, the company is required to share information regarding contract owner transactions, including but not
limited to information regarding fund transfers initiated by you. In addition to information about contract owner
transactions, this information may include personal contract owner information, including names and social security
numbers or other tax identification numbers.

As a result of this information sharing, a fund company may direct us to restrict a contract owner’s transactions if

ESII - 147947

the fund determines that the contract owner has violated the fund’s excessive/frequent trading policy. This could
include the fund directing us to reject any allocations of premium or contract value to the fund or all funds within the
fund family.

Dollar Cost Averaging
You may elect to participate in our dollar cost averaging (DCA) program
through either the ING Liquid Assets Portfolio or a Fixed Interest Allocation for any
period of time between 3 and 12 months (subject to availability). These
investment options serve as the source accounts from which we will, on a
monthly basis, automatically transfer a set dollar amount of money to the subaccounts you specify.
In addition, we also may offer DCA Fixed Interest Allocations, which are 6-month and 1-year Fixed Interest
Allocations available exclusively for use with the dollar cost averaging program.

You may not participate in the dollar cost averaging program
and in systematic withdrawals at the same time. There is no additional charge for the dollar cost
averaging program.

The dollar cost averaging program is designed to lessen the impact of market fluctuation on your investment. Since
we transfer the same dollar amount to other subaccounts each month, more units of a subaccount are purchased if
the value of its unit is low and fewer units are purchased if the value of its unit is high. Therefore, a lower than
average value per unit may be achieved over the long term. However, we cannot guarantee this. When you elect the
dollar cost averaging program, you are continuously investing in securities regardless of fluctuating price levels.
You should consider your tolerance for investing through periods of fluctuating price levels.

Unless you have a DCA Fixed Interest Allocation, you elect the dollar amount you want transferred under this
program. Each monthly transfer must be at least $100.
The maximum amount that can be transferred each month is your contract value
in the source account at the time of election divided by 3. If your source account is a 6-month Fixed Interest
Allocation, the maximum amount that can be transferred each month is your contract value in such source account
divided by 6. If you have a DCA Fixed Interest
Allocation, there is no minimum or maximum transfer amount. We will transfer all your money allocated to that
source account into the subaccount(s) you specify in equal payments over the selected 6-month or 1-year period.
The last payment will include earnings accrued over the course of the selected period. If you make an additional
premium payment into a Fixed Interest Allocation subject to dollar cost averaging, the amount of your transfers
under the dollar cost averaging program remains the same, unless you instruct us to increase the transfer amount.

Transfers under the dollar cost averaging
program are not subject to a Market Value Adjustment. However, if you terminate the dollar cost averaging
program for a DCA Fixed Interest Allocation and there is money remaining in the DCA Fixed Interest Allocation,
we will transfer the remaining money to the ING Liquid Assets Portfolio. Such transfer will trigger a Market Value
Adjustment if the transfer is made more than 30 days before the maturity date of the DCA Fixed Interest Allocation.

If you do not specify to which subaccounts you want to transfer the dollar amount of the source account, we will
transfer the money to the subaccounts in which you are invested on a proportional basis, subject to any fund
purchase restrictions. The transfer date is the same day each month as your contract date. If, on any transfer date,
your contract value in a source account is equal or less than the amount you have elected to have transferred, the
entire amount will be transferred and the program will end. You may terminate the dollar cost averaging program at
any time by sending satisfactory notice to our Customer Service Center at least 7 days before the next transfer date.

Transfers under the DCA program must be in compliance with the investment restrictions for the living benefit
riders. If you set up DCA transfers that are not in compliance with such restrictions, the fixed allocation funds
automatic rebalancing feature of those living benefit riders will automatically rebalance the amounts to bring them
into compliance.

You are permitted to transfer contract value to a Restricted Fund, subject to the limitations described above in this
section and in “Trusts and Funds – Restricted Funds.” Compliance with the individual and aggregate Restricted

ESII - 147947

Fund limits will be reviewed when the dollar cost averaging program is established. Transfers under the dollar cost
averaging program must be within those limits. We will not review again your dollar cost averaging election for
compliance with the individual and aggregate limits for investment in the Restricted Funds except in the case of the
transactions described below.

Amount added to source account: If you add amounts to the source account which would increase the amount to be transferred under the dollar cost averaging program, we will review the amounts to be transferred to ensure that the individual and aggregate limits are not being exceeded. If such limits would be exceeded, we will require that the dollar cost averaging transfer amounts be changed to ensure that the transfers are within the limits based on the then-current allocation of contract value to the Restricted Fund(s) and the then-current value of the amount designated to be transferred to that Restricted Fund(s).
Additional premium paid: Up to the individual Restricted Fund percentage limit may be allocated to a Restricted Fund. If you request more than the individual limit be allocated to a Restricted Fund, we will look at the aggregate limit, subtract the current allocation to Restricted Funds, and subtract the current value of amounts to be transferred under the dollar cost averaging program to Restricted Funds. The excess, if any, is the maximum that may be allocated pro-rata to the Restricted Funds.
Reallocation request is made while the dollar cost averaging program is active: If the reallocation would increase the amount allocated to Restricted Funds, the maximum that may be so allocated is the individual Restricted Fund percentage limit, less the current allocation to Restricted Funds and less the current value of any remaining amounts to be transferred under the dollar cost averaging program to the Restricted Funds.

We may offer additional subaccounts or fixed interest allocations as part of or withdraw any subaccount or Fixed
Interest Allocation to or from the dollar cost averaging program, stop offering DCA Fixed Interest Allocations or
otherwise modify, suspend or terminate this program. Such change will not affect any dollar cost averaging
programs in operation at the time.

Automatic Rebalancing
If you have at least $10,000 of contract value invested in the subaccounts of Separate Account B, you may elect to
have your investments in the subaccounts automatically rebalanced. Automatic rebalancing is not available if you
participate in dollar cost averaging. Automatic rebalancing will not take place during the free look period.
Automatic rebalancing is subject to any fund purchase restrictions; however, transfers made pursuant to automatic
rebalancing do not count toward the 12-transfer limit on free transfers. There is no additional charge for this feature.

You are permitted to reallocate between Restricted and non-Restricted Funds, subject to the limitations described
above, in this section and in “Trust and Funds – Restricted Funds.” If the reallocation would increase the amount
allocated to the Restricted Funds, the maximum that may be so allocated is the individual Restricted Fund
percentage limit, less the current allocation to all Restricted Funds.

We will transfer funds under your Contract on a quarterly, semi-annual, or annual calendar basis among the
subaccounts to maintain the investment blend of your selected subaccounts. The minimum size of any allocation
must be in full percentage points. Rebalancing does not affect any amounts that you have allocated to Fixed
Account II. The program may be used in conjunction with the systematic withdrawal option only if withdrawals are
taken pro-rata.

To participate in automatic rebalancing, send satisfactory notice to our Customer Service Center. We will begin the
program on the last business day of the period in which we receive the notice. You may cancel the program at any
time. The program will automatically terminate if you choose to reallocate your contract value among the
subaccounts or if you make an additional premium payment or partial withdrawal on other than a pro-rata basis.
Additional premium payments and partial withdrawals made on a pro-rata basis will not cause the automatic
rebalancing program to terminate.

ESII - 147947

DEATH BENEFIT CHOICES

Death Benefit During the Accumulation Phase
During the accumulation phase, a death benefit (and earnings multiplier benefit, if elected) is payable when either
the contract owner or the first of joint owners or the annuitant (when a contract owner is not an individual) dies.
Assuming you are the contract owner, your beneficiary will receive a death benefit unless the beneficiary is your
surviving spouse and elects to continue the Contract. We calculate the death benefit value as of the close of the
business day on which we receive written notice and due proof of death, as well as any required paperwork, at our
Customer Service Center (“claim date”). If your beneficiary wants to receive the death benefit on a date later than
this, it may affect the amount of the benefit payable in the future. The proceeds may be received in a single sum,
applied to any of the annuity options, or, if available, paid over the beneficiary’s lifetime. (See “Systematic
Withdrawals,” above). A beneficiary’s right to elect an annuity option or receive a lump-sum payment may have
been restricted by the contract owner. If so, such rights or options will not be available to the beneficiary.

If we do not receive a request to apply the death benefit proceeds to an annuity option, we will make a single sum
distribution. Unless you elect otherwise, the distribution will be made into an interest bearing account, backed by
our general account that is accessed by the beneficiary through a checkbook feature. The beneficiary may access
death benefit proceeds at any time without penalty. We will generally pay death benefit proceeds within 7 days after
our Customer Service Center has received sufficient information to make the payment. For information on required
distributions under federal income tax laws, you should see “Required Distributions upon Contract Owner’s Death.”
Interest earned on this account may be less than interest paid on other settlement options.

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.
Availability of an Enhanced Death Benefit option plus a living benefit rider is subject to the following limitations.

Maximum	Option	Additional Requirement
Issue Age

79	Annual Ratchet Enhanced Death Benefit	ING LifePay Plus rider or ING Joint LifePay

		Plus rider is also purchased.
75	Annual Ratchet Enhanced Death Benefit	All living benefit riders are available.

69	Max 7 Enhanced Death Benefit	No living benefit rider is available.

The maximum issue age applies to both the annuitant and contract owner at the time of application. The Max 7
Enhanced Death Benefit is not available for purchase with any living benefit rider. Also, the maximum issue age for
a Contract with the Standard Death Benefit is limited to age 75 to purchase the MGIB rider.

Before May 1, 2009, the Max 7 Enhanced Death Benefit
was available SO LONG AS both the contract owner and the annuitant (if the contract owner is not an individual)
were age 79 or younger at the time of application AND you purchased 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 was 75 for a Contract with either the Annual Ratchet Enhanced Death Benefit or
the 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.
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, or joint annuitants if the contract
owners are not individuals. 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.

Once you choose a death benefit, you cannot change it. We may stop or suspend offering any of the Enhanced
Death Benefit options to new Contracts. A change in ownership of the Contract may affect the amount of the death
benefit and the Enhanced Death Benefit. The ING LifePay Plus and ING Joint LifePay Plus riders may also affect

ESII - 147947

the death benefit.

The death benefit may be subject to certain mandatory distribution rules required by federal tax law.

In all cases described below, the amount of the death benefit could be reduced by premium taxes owed and
withdrawals not previously deducted.

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

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

Standard Death Benefit. The Standard Death Benefit equals the greater of:

1)		the Base Death Benefit; and

2)		the Standard Minimum Guaranteed Death Benefit (“Standard MGDB”) for amounts allocated to
		Covered Funds plus the contract value allocated to Excluded Funds.

Covered Funds are all investment options not designated as Excluded Funds. No investment options are currently
designated as Excluded Funds for purposes of the Standard Death Benefit.

The Standard MGDB allocated to Covered Funds equals premium payments allocated to Covered Funds less pro-
rata adjustments for any withdrawals and transfers.

The Standard MGDB allocated to Excluded Funds equals premium payments allocated to Excluded Funds less pro-
rata adjustments for any withdrawals and transfers. This calculation is not used for benefit purposes, but only to
determine the impact of transfers to and from Excluded Funds.

Withdrawals reduce the Standard MGDB on a pro-rata basis. The percentage reduction in the Standard MGDB for
each Fund category (i.e. Covered or Excluded) equals the percentage reduction in contract value in that Fund
category resulting from the withdrawal. The pro-rata adjustment is based on the change in contract value resulting
from the withdrawal, not the amount requested.

Transfers among Fund categories do not reduce the overall Standard MGDB.

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

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 interest 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

ESII - 147947

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.

Allocation restrictions apply for purposes of determining death benefits. Selecting a Special Fund or Excluded fund
may limit or reduce the Enhanced Death Benefit. We may, with 30 days notice to you, designate any investment
portfolio as a Special Fund or Excluded Fund on existing contracts with respect to new premiums added to such
investment portfolio and also with respect to new transfers to such investment portfolio.

For the period during which a portion of the contract value is allocated to a Special Fund or Excluded Fund, we may,
at our discretion, reduce the mortality and expense risk charge attributable to that portion of the contract value. The
reduced mortality and expense risk charge will be applicable only during that period.

The Annual Ratchet Enhanced Death Benefit equals the greater of:

1)		the Standard Death Benefit; and

2)		the Annual Ratchet Minimum Guaranteed Death Benefit (“Annual Ratchet
		MGDB”) allocated to Covered Funds plus the contract value allocated to Excluded Funds.

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 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.

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); and

2)		the Annual Ratchet MGDB in Covered Funds from the prior quarterly 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 allocated to Covered Funds. On each quarterly 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); and

2)		the Quarterly Ratchet MGDB in Covered Funds from the prior quarterly anniversary (after deductions
		occurring on that date), adjusted for new premiums, partial withdrawals attributable to Covered Funds,
		and transfers.

ESII - 147947

<R>

Other than on quarterly anniversaries, the Quarterly Ratchet MGDB in the Covered Funds is equal to the Quarterly
Ratchet MGDB in the 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:

</R> <R>

1)		the current contract value in Excluded Funds (after deductions occurring as of that date); or

2)		the Annual Ratchet MGDB in the Excluded Funds from the prior contract
		anniversary (after deductions occurring on that date), adjusted for new premiums, partial withdrawals
		attributable to Excluded Funds, and transfers.

</R> <R>

Other than on contract anniversaries, the Annual Ratchet MGDB in the Excluded Funds is equal
to the Annual Ratchet MGDB in the Excluded Funds from the last contract anniversary, adjusted
for new premiums, 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 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 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:

</R> <R>

1)		the current contract value in Excluded Funds (after deductions occurring as of that date); or

2)		the Quarterly Ratchet MGDB in the Excluded Funds from the prior quarterly anniversary (after
		deductions occurring on that date), adjusted for new premiums, partial withdrawals attributable to
		Excluded Funds, and transfers.

</R> <R>

Other than on quarterly anniversaries, the Quarterly Ratchet MGDB in the Excluded Funds is equal to the Quarterly
Ratchet MGDB in the Excluded Funds from the last quarterly anniversary, adjusted for new premiums, 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.

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.

</R>

ESII - 147947

The 7% Solution Death Benefit Element is the greater of:

1)	the Standard Death Benefit; and
2)	the lesser of:
	(a)	2.5 times all premium payments, adjusted for withdrawals (the “cap”); and
	(b)	the sum of the 7% Solution Minimum Guaranteed Death Benefit Element (“7% MGDB”)
		allocated to Covered Funds, the 7% MGDB allocated to Special Funds, and the contract value
		allocated to Excluded Funds.

For Contracts issued prior to August 21, 2006, the cap is 3 times all premium payments, adjusted for
withdrawals.

For purposes of calculating the 7% Solution Death Benefit Element, the following investment options are designated
as Special Funds:

ING Liquid Assets Portfolio; and
Fixed Interest Allocation.

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

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

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

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

Covered Funds are all investment options not designated as Special Funds or Excluded Funds. No investment
options are currently designated as Excluded Funds.

The 7% MGDB allocated to Covered Funds equals premiums allocated to Covered Funds, adjusted for withdrawals
and transfers, accumulated at 7% annually until age 80 or the 7% MGDB reaches the cap. There is no accumulation
once the cap is reached. Payment of additional premiums may cause the accumulation to resume, but there is no
catch-up for any period where accumulation was suspended.

The 7% MGDB allocated to Special Funds equals premiums allocated to Special Funds, adjusted for withdrawals
and transfers. There is no accumulation of 7% MGDB allocated to Special Funds.

The 7% MGDB allocated to Excluded Funds is determined in the same way as the 7% MGDB for Covered Funds,
but the calculation is not used for benefit purposes, but only to determine the impact of transfers to and from
Excluded Funds.

Withdrawals reduce the 7% MGDB on a pro-rata basis. The percentage reduction in the 7% MGDB for each Fund
category (i.e. Covered, Special or Excluded) equals the percentage reduction in contract value in that Fund category
resulting from the withdrawal. The percentage reduction in the cap equals the percentage reduction in total contract
value resulting from the withdrawal. The pro-rata adjustment is based on the change in contract value resulting from
the withdrawal, not the amount requested.

Transfers among Fund categories do not reduce the overall 7% MGDB, but do affect the amount of the 7% MGDB
in a particular Fund category. Net transfers from among the Funds will reduce the 7% MGDB in the Funds on a

ESII - 147947

pro-rata basis. The increase in the 7% MGDB allocated to the fund category to which the transfer is being made
will equal the decrease in the fund category from which the transfer is being made.

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

Earnings Multiplier Benefit Rider. The earnings multiplier benefit rider is an optional rider that provides a
separate death benefit in addition to the death benefit provided under the death benefit options described above. The
rider is subject to state availability and is available only for issue ages 75 or under. You may add it at issue of the
Contract or, if not yet available in your state, on the next contract anniversary following introduction of the rider in
your state. The date on which the rider is added is referred to as the “rider effective date.”

If the rider is added at issue, the rider provides a benefit equal to a percentage of the gain under the Contract, up to a
gain equal to 150% of premiums adjusted for withdrawals (“Maximum Base”). Currently, if added at issue, the
earnings multiplier benefit is equal to 55% (30% for issue ages 70 and above) of the lesser of: i) the Maximum Base;
and ii) the contract value on the claim date minus premiums adjusted for withdrawals. If added after issue, the
earnings multiplier benefit is equal to 55% (30% for issue ages 70 and above) of the lesser of: i) 150% of the
contract value on the rider effective date, plus subsequent premiums adjusted for subsequent withdrawals; and ii) the
contract value on the claim date minus the contract value on the rider effective date, minus subsequent premiums
adjusted for subsequent withdrawals. The adjustment to the benefit for withdrawals is pro-rata, meaning that the
benefit will be reduced by the proportion that the withdrawal bears to the contract value at the time of the
withdrawal.

There is an extra charge for the earnings multiplier benefit rider and once selected, it may not be revoked. The rider
does not provide a benefit if there is no gain under the Contract. As such, the Company would continue to assess a
charge for the rider, even though no benefit would be payable at death under the rider if there are no gains under the
Contract. Please see “Charges and Fees – Charges Deducted from the Subaccounts – Optional Rider Charges -
Earnings Multiplier Benefit Rider Charge” for a description of the charge.

The rider is available for both non-qualified and qualified contracts. Please see the discussions of possible tax
consequences in “Federal Tax Considerations – Tax Consequences of Living Benefits and Death Benefit” in this
prospectus.

Death Benefit During the Income Phase
If any contract owner or the annuitant dies after the annuity start date, we will pay the beneficiary any certain benefit
remaining under the annuity in effect at the time.

Continuation After Death — Spouse
If at the contract owner’s death, the surviving spouse of the deceased contract owner is the beneficiary and such
surviving spouse elects to continue the contract as his or her own, the following will apply:

If the guaranteed death benefit as of the date we receive due proof of death, minus the contract value on that date is
greater than zero, we will add such difference to the contract value. We will allocate such addition to the variable
subaccounts in proportion to the contract value in the subaccounts, unless you direct otherwise. If there is no
contract value in any subaccount, we will allocate the addition to the ING Liquid Assets Portfolio, or its successor.
Such addition to contract value will not affect the guaranteed death benefit or any living benefit rider values. Any
addition to contract value is available only to the spouse of the owner as of the date of death of the owner if such
spouse under the provisions of the contract elects to continue the contract as his or her own.

The death benefits under each of the available options will continue, based on the surviving spouse’s age on the date
that ownership changes.

If you elect the Annual Ratchet Death Benefit (Quarterly Ratchet Enhanced 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. If you elected the Max 7 Enhanced Death Benefit, the new or surviving owner is attained age 79 or less, the

ESII - 147947

Max 7 Enhanced Death Benefit continues or resumes accumulation until either the cap or the attained age of 80 is
reached.

At subsequent surrender, we will waive any surrender charge applicable to premiums paid prior to the date we
receive due proof of death of the contract owner. Any premiums paid later will be subject to any applicable
surrender charge.

If you elected the earnings multiplier benefit rider, and the benefit would otherwise be payable, we will add the
benefit to the contract value and allocate the benefit among the variable subaccounts in proportion to the contract
value in the subaccounts, unless you direct otherwise. If there is no contract value in any subaccount, we will
allocate the benefit to the ING Liquid Assets Portfolio, or its successor.

The earnings multiplier benefit rider will continue, if the surviving spouse is eligible, based on his or her attained
age. If the surviving spouse is older than the maximum rider issue age, the rider will terminate. The Maximum Base
and the percentages will be reset based on the adjusted contract value. The calculation of the benefit going forward
will be: (i) based on the attained age of the spouse at the time of the ownership change using current values as of
that date; (ii) computed as if the rider were added to the Contract after issue and after the increase; and (iii) based on
the Maximum Base and percentages in effect on the original rider date. However, we may permit the surviving
spouse to elect to use the then-current Maximum Base and percentages in the benefit calculation.

Continuation After Death — Not a Spouse
If the beneficiary or surviving joint owner is not the spouse of the owner, the contract may defer payment of the
death benefit subject to the required distribution rules of the Tax Code. See next section, “Required Distributions
Upon Contract Owner’s Death.”

If the guaranteed death benefit as of the date we receive due proof of death, minus the contract value also on that
date, is greater than zero, we will add such difference to the contract value. Such addition will be allocated to the
variable subaccounts in proportion to the contract value in the subaccounts, unless we are directed otherwise. If
there is no contract value in any subaccount, the addition will be allocated to the ING Liquid Assets Portfolio, or its
successor.

The death benefit will then terminate. At subsequent surrender, any surrender charge applicable to premiums paid
prior to the date we receive due proof of death of the contract owner will be waived. No additional premium
payments may be made.

If you elected the earnings multiplier benefit rider, and the benefit would otherwise be payable, we will add the
benefit to the contract value and allocate the benefit among the variable subaccounts in proportion to the contract
value in the subaccounts, unless you direct otherwise. If there is no contract value in any subaccount, we will
allocate the benefit to the ING Liquid Assets Portfolio, or its successor. The earnings multiplier benefit rider then
terminates, whether or not a benefit was payable under the terms of the rider.

Required Distributions Upon Contract Owner’s Death
We will not allow any payment of benefits provided under a non-qualified Contract which does not satisfy the
requirements of Section 72(s) of the Tax Code.

If any contract owner of a non-qualified contract dies before the annuity start date, we will distribute the death
benefit payable to the beneficiary as follows: (a) the death benefit must be completely distributed within 5 years of
the contract owner’s date of death; or (b) the beneficiary may elect, within the 1-year period after the contract
owner’s date of death, to receive the death benefit in the form of an annuity from us, provided that (i) such annuity is
distributed in substantially equal installments over the life of such beneficiary or over a period not extending beyond
the life expectancy of such beneficiary; and (ii) such distributions begin not later than 1 year after the contract
owner’s date of death.

Notwithstanding (a) and (b) above, if the sole contract owner’s beneficiary is the deceased owner’s surviving
spouse, then such spouse may elect to continue the Contract under the same terms as before the contract owner’s
death. Upon receipt of such election from the spouse at our Customer Service Center: (i) all rights of the spouse as

ESII - 147947

contract owner’s beneficiary under the Contract in effect prior to such election will cease; (ii) the spouse will
become the owner of the Contract and will also be treated as the contingent annuitant, if none has been named and
only if the deceased owner was the annuitant; and (iii) all rights and privileges granted by the Contract or allowed by
us will belong to the spouse as contract owner of the Contract. We deem the spouse to have made this election if
such spouse makes a premium payment to the Contract or fails to make a timely election as described in this
paragraph.

If the owner’s beneficiary is not a spouse, the distribution provisions described in subparagraphs (a) and (b) above,
will apply even if the annuitant and/or contingent annuitant are alive at the time of the contract owner’s death.

Subject to availability, and our then current rules, a spousal or non-spousal beneficiary may elect to receive death
benefits as payments over the life expectancy of the beneficiary (“stretch”). “Stretch” payments will be subject to
the same limitations as systematic withdrawals, and non-qualified “stretch” payments will be reported on the same
basis as other systematic withdrawals.

If we do not receive an election from an owner’s beneficiary who is not a spouse within the 1-year period after the
contract owner’s date of death, then we will pay the death benefit to the owner’s beneficiary in a cash payment
within five years from the date of death. We will determine the death benefit as of the date we receive proof of
death. Such cash payment will be in full settlement of all our liability under the Contract.

If a contract owner dies after the annuity start date, all of the contract owner’s rights granted under the Contract or
allowed by us will pass to the contract owner’s beneficiary.

If a contract has joint owners, we will consider the date of death of the first joint owner as the death of the contract
owner, and the surviving joint owner will become the beneficiary of the Contract. If any contract owner is not an
individual, the death of an annuitant shall be treated as the death of a contract owner.

THE ANNUITY OPTIONS

Annuitization of Your Contract
If the annuitant and contract owner are living on the annuity start date, we will begin making payments to the
contract owner under an income plan. Four fixed payment annuity options are currently available. We will make
these payments under the annuity option you choose. You may change an annuity option by making a written
request to us at least 30 days before the annuity start date. Living benefit riders automatically terminate when the
income phase of your Contract begins. The MGIB annuity benefit may be available if you have purchased the
MGIB rider, provided the waiting period and other specified conditions have been met. The Maximum Annual
Withdrawal may be available with the ING LifePay Plus or ING Joint LifePay Plus riders. There is no death benefit
after the annuity start date.

You may also elect an annuity option on surrender of the Contract for its cash surrender value or you may choose
one or more annuity options for the payment of death benefit proceeds while it is in effect and before the annuity
start date. If, at the time of the contract owner’s death or the annuitant’s death (if the contract owner is not an
individual), no option has been chosen for paying death benefit proceeds, the beneficiary may choose an annuity
option. In such a case, the payments will be based on the life expectancy of the beneficiary rather than the life of the
annuitant. In all events, payments of death benefit proceeds must comply with the distribution requirements of
applicable federal tax law.

The minimum monthly annuity income payment that we will make is $20. We may require that a single sum
payment be made if the contract value is less than $2,000 or if the calculated monthly annuity income payment is
less than $20.

For each annuity option we will issue a separate written agreement putting the annuity option into effect. Before we
pay any annuity benefits, we require the return of your Contract. If your Contract has been lost, we will require that
you complete and return the applicable lost Contract form. Various factors will affect the level of annuity benefits,

ESII - 147947

such as the annuity option chosen, the applicable payment rate used and the investment performance of the
portfolios and interest credited to the Fixed Interest Allocations.

Our current annuity options provide only for fixed payments. Fixed annuity payments are regular payments, the
amount of which is fixed and guaranteed by us. Payments under our current annuity options will last either for a
specified period of time or for the life of the annuitant, or both – depending on the option. We will determine the
amount of the annuity payments on the annuity start date by multiplying the contract value (adjusted for any market
value adjustment and any rider charges that would be due) by the applicable payment factor provided under the
Contract and dividing by 1,000. The applicable payment factor will depend on: the annuity option; payment date;
the frequency of payments you choose; and the age of the annuitant or beneficiary (and gender, where appropriate
under applicable law). Surrender charges might apply depending on the annuity options. Because our current
annuity options provide only for fixed payments, subsequent payments will not differ from the amount of your first
annuity payment.

Our approval is needed for any option where:

1)		The person named to receive payment is other than the contract owner or beneficiary;
2)		The person named is not a natural person, such as a corporation; or
3)		Any income payment would be less than the minimum annuity income payment allowed.

Selecting the Annuity Start Date
You select the annuity start date, which is the date on which the annuity payments commence. Unless we consent,
the annuity start date must be at least 5 years from the contract date but before the month immediately following the
annuitant’s 90^thbirthday, or 10 years from the contract date, if later. If, on the annuity start date, a surrender charge
remains, the elected annuity option must include a period certain of at least 5 years.

If you do not select an annuity start date, it will automatically begin in the month following the annuitant’s 90^th
birthday, or 10 years from the contract date, if later.

If the annuity start date occurs when the annuitant is at an advanced age, such as over age 85, it is possible that the
Contract will not be considered an annuity for federal tax purposes. For more information, see “Federal Tax
Considerations” and the SAI. For a Contract purchased in connection with a qualified plan, other than a Roth IRA,
distributions must commence not later than April 1st of the calendar year following the calendar year in which you
reach age 70½ or, in some cases, retire. Distributions may be made through annuitization or withdrawals. You
should consult a tax adviser for tax advice before investing.

Frequency of Annuity Payments
You choose the frequency of the annuity payments. They may be monthly, quarterly, semi-annually or annually. If
we do not receive written notice from you, we will make the payments monthly. There may be certain restrictions on
minimum payments that we will allow.

Beneficiary Rights
A beneficiary’s right to elect an annuity option or receive a lump sum may have been restricted by the contract
owner. If so, such options will not be available to the beneficiary.

The Annuity Options
The Contract has 4 annuity options. Payments under Options 1, 2 and 3 are fixed. Payments under Option 4 may be
fixed or variable, although only fixed payments are currently available. For a fixed annuity option, the contract
value in the subaccounts is transferred to the Company’s general account. If you do not choose an annuity option,
Option 2 – Income for Life with a 10-year period certain will be selected for you, or a shorter period if required by
government regulations.

Option 1. Income for a Fixed Period. Under this option, we make monthly payments in equal
installments for a fixed number of years based on the contract value on the annuity start date. We guarantee that

ESII - 147947

each monthly payment will be at least the amount stated in your Contract. If you prefer, you may request that
payments be made in annual, semi-annual or quarterly installments. We will provide you with illustrations if you
ask for them. If the cash surrender value or contract value is applied under this option, a 10% penalty tax may apply
to the taxable portion of each income payment until the contract owner reaches age 59½.

Option 2. Income for Life with a Period Certain. Under this option, we make payments for the life of
the annuitant in equal monthly installments and guarantee the income for at least a period certain, such as 10 or 20
years. Other periods certain may be available to you on request. You may choose a refund period instead. Under
this arrangement, income is guaranteed until payments equal the amount of your Contract. If the person named lives
beyond the guaranteed period, we will continue payments until his or her death. We guarantee that each payment
will be at least the amount specified in the Contract corresponding to the person’s age on his or her last birthday
before the annuity start date. Amounts for ages not shown in the Contract are available if you ask for them.

Option 3. Joint Life Income. This option is available when there are 2 persons named to determine
annuity payments. At least one of the persons named must be either the contract owner or beneficiary of the
Contract. We guarantee monthly payments will be made as long as at least one of the named persons is living.
There is no minimum number of payments. Monthly payment amounts are available upon request.

Option 4. Annuity Plan. Under this option, your contract value can be applied to any other annuitization
plan that we choose to offer on the annuity start date. Annuity payments under Option 4 may be fixed or variable.
If variable and subject to the 1940 Act, it will comply with the requirements of such Act.

Payment When Named Person Dies
When the person named to receive payment dies, we will pay any amounts still due as provided in the annuity
agreement between you and ING USA. The amounts we will pay are determined as follows:

1)		For Option 1, or any remaining guaranteed payments under Option 2, we will continue payments.
		Under Options 1 and 2, the discounted values of the remaining guaranteed payments may be paid in a
		single sum. This means we deduct the amount of the interest each remaining guaranteed payment
		would have earned had it not been paid out early. We will base the discount interest rate on the
		interest rate used to calculate the payments for Options 1 and 2.

2)		For Option 3, no amounts are payable after both named persons have died.

3)		For Option 4, the annuity option agreement will state the amount we will pay, if any.

OTHER CONTRACT PROVISIONS

Reports to Contract Owners
We will send you a quarterly report within 31 days after the end of each calendar quarter. The report will show the
contract value, cash surrender value, and the death benefit as of the end of the calendar quarter. The report will also
show the allocation of your contract value and reflects the amounts deducted from or added to the contract value
since the last report. You have 30 days to notify our Customer Service Center of any errors or discrepancies
contained in the report and in any confirmation notice. We will also send you copies of any shareholder reports of
the investment portfolios in which Separate Account B invests, as well as any other reports, notices or documents
we are required by law to furnish to you.

Suspension of Payments
The Company reserves the right to suspend or postpone the date of any payment or determination of values, beyond
the 7 permitted days, on any business day (i) when the New York Stock Exchange is closed; (ii) when trading on the
New York Stock Exchange is restricted; (iii) when an emergency exists as determined by the SEC so that the sale of
securities held in Separate Account B may not reasonably occur or so that the Company may not reasonably
determine the value of Separate Account B’s net assets; or (iv) during any other period when the SEC so permits for
the protection of security holders. We have the right to delay payment of amounts from a Fixed Interest Allocation

ESII - 147947

for up to 6 months.

In Case of Errors in Your Application
If an age or gender given in the application or enrollment form is misstated, the amounts payable or benefits
provided by the Contract shall be those that the premium payment would have bought had the age or gender not
been misstated.

Assigning the Contract as Collateral
You may assign a non-qualified Contract as collateral security for a loan but you should understand that your rights
and any beneficiary’s rights may be subject to the terms of the assignment. An assignment likely has federal tax
consequences. You should consult a tax adviser for tax advice. You must give us satisfactory written notice at our
Customer Service Center in order to make or release an assignment. We are not responsible for the validity of any
assignment.

Contract Changes — Applicable Tax Law
We have the right to make changes in the Contract to continue to qualify the Contract as an annuity under applicable
federal tax law. We will give you advance notice of such changes.

Free Look
You may cancel your Contract within your 10-day free look period. We deem the free look period to expire 15 days
after we mail the Contract to you. Some states may require a longer free look period. To cancel, you need to send
your Contract to our Customer Service Center or to the agent from whom you purchased it. We will refund the
greater of the contract value (which may be more or less than the premium payments you paid) or, if required by
your state, the original amount of your premium payment. In no event does the Company retain any investment gain
associated with a Contract that is free looked. For purposes of the refund during the free look period, (i) we adjust
your contract value for any market value adjustment (if you have invested in the Fixed Account), and (ii) then we
include a refund of any charges deducted from your contract value. Because of the market risks associated with
investing in the portfolios and the potential positive or negative effect of the market value adjustment, the contract
value returned may be greater or less than the premium payment you paid. Some states require us to return to you
the amount of the paid premium (rather than the contract value) in which case you will not be subject to investment
risk during the free look period. In these states, your premiums designated for investment in the subaccounts will be
allocated during the free look period to a subaccount specially designated by the Company for this purpose
(currently, the ING Liquid Assets Portfolio). We may, in our discretion, require that premiums designated for
investment in the subaccounts from all other states as well as premiums designated for a Fixed Interest Allocation be
allocated to the specially designated subaccount during the free look period. Your free look rights depend on the
laws of the state in which you purchase the Contract. Your Contract is void as of the day we receive your Contract
and cancellation request in good order. We determine your contract value at the close of business on the day we
void your Contract. If you keep your Contract after the free look period and the investment is allocated to a
subaccount specially designated by the Company, we will put your money in the subaccount(s) chosen by you,
based on the accumulation unit value next computed for each subaccount, and/or in the Fixed Interest Allocation
chosen by you.

Selling the Contract
Our affiliate, Directed Services LLC, 1475 Dunwoody Drive, West Chester, PA 19380 is the principal underwriter
and distributor of the Contract as well as for other ING USA contracts. Directed Services LLC, a Delaware limited
liability company, is registered with the SEC as a broker/dealer under the Securities Exchange Act of 1934, and is a
member of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Directed Services LLC does not retain any commissions or compensation paid to it by ING USA for Contract sales.
Directed Services LLC enters into selling agreements with affiliated and unaffiliated broker/dealers to sell the
Contracts through their registered representatives who are licensed to sell securities and variable insurance products
(“selling firms”). Selling firms are also registered with the SEC and are FINRA member firms.

The following is a list of broker/dealers that are affiliated with the Company: [TO BE UPDATED BY
AMENDMENT.]

ESII - 147947

·	Bancnorth Investment Group, Inc.	·	ING Financial Partners, Inc.
·	Directed Services LLC	·	ING Funds Distributor, LLC
·	Financial Network Investment Corporation	·	ING Investment Management Services LLC
·	Guaranty Brokerage Services, Inc.	·	ING Private Wealth Management LLC
·	ING America Equities, Inc.	·	Multi-Financial Securities Corporation
·	ING DIRECT Securities, Inc.	·	PrimeVest Financial Services, Inc.
·	ING Financial Advisers, LLC	·	ShareBuilder Securities Corporation
·	ING Financial Markets LLC	·	Systematized Benefits Administrators, Inc.

Directed Services LLC pays selling firms compensation for the promotion and sale of the Contracts. Registered
representatives of the selling firms who solicit sales of the Contracts typically receive a portion of the compensation
paid by Directed Services LLC to the selling firm in the form of commissions or other compensation, depending on
the agreement between the selling firm and the registered representative. This compensation, as well as other
incentives or payments, is not paid directly by contract owners or the Separate Account. We intend to recoup this
compensation and other sales expenses paid to selling firms through fees and charges imposed under the Contracts.

Directed Services LLC pays selling firms for Contract sales according to one or more schedules. This compensation
is generally based on a percentage of premium payments. Selling firms may receive commissions of up to 9.0% of
premium payments. In addition, selling firms may receive ongoing annual compensation of up to 1.25% of all, or a
portion, of values of Contracts sold through the firm. Individual representatives may receive all or a portion of
compensation paid to their selling firm, depending on the firm’s practices. Commissions and annual compensation,
when combined, could exceed 9.0% of total premium payments.

Directed Services LLC has special compensation arrangements with certain selling firms based on those firms’
aggregate or anticipated sales of the Contracts or other criteria. These special compensation arrangements will not
be offered to all selling firms, and the terms of such arrangements may differ among selling firms based on various
factors. Any such compensation payable to a selling firm will not result in any additional direct charge to you by us.

In addition to the direct cash compensation for sales of Contracts described above, Directed Services LLC may also
pay selling firms additional compensation or reimbursement of expenses for their efforts in selling the Contracts to
you and other customers. These amounts may include:

Marketing/distribution allowances which may be based on the percentages of premium received, the aggregate commissions paid and/or the aggregate assets held in relation to certain types of designated insurance products issued by the Company and/or its affiliates during the year;
Loans or advances of commissions in anticipation of future receipt of premiums (a form of lending to agents/registered representatives). These loans may have advantageous terms such as reduction or elimination of the interest charged on the loan and/or forgiveness of the principal amount of the loan, which terms may be conditioned on fixed insurance product sales;
Education and training allowances to facilitate our attendance at certain educational and training meetings to provide information and training about our products. We also hold training programs from time to time at our expense;
Sponsorship payments or reimbursements for broker/dealers to use in sales contests and/or meetings for their agents/registered representatives who sell our products. We do not hold contests based solely on the sales of this product;
Certain overrides and other benefits that may include cash compensation based on the amount of earned commissions, agent/representative recruiting or other activities that promote the sale of contracts; and
Additional cash or noncash compensation and reimbursements permissible under existing law. This may include, but is not limited to, cash incentives, merchandise, trips, occasional entertainment, meals

ESII - 147947

and tickets to sporting events, client appreciation events, business and educational enhancement items,
payment for travel expenses (including meals and lodging) to pre-approved training and education
seminars, and payment for advertising and sales campaigns.

We may pay commissions, dealer concessions, wholesaling fees, overrides, bonuses, other allowances and benefits
and the costs of all other incentives or training programs from our resources, which include the fees and charges
imposed under the Contract.

The following is a list of the top 25 selling firms that, during 2007, received the most compensation, in the
aggregate, from us in connection with the sale of registered annuity contracts issued by us, ranked by total dollars
received: [TO BE UPDATED BY AMENDMENT.]

1.	Citigroup Global Markets, Inc.	14.	Raymond James Financial Services, Inc.
2.	LPL Financial Corporation	15.	Wachovia Securities, LLC - Bank
3.	ING Financial Partners, Inc.	16.	Woodbury Financial Services Inc.
4.	Morgan Stanley & Co. Incorporated	17.	Financial Network Investment Corporation
5.	ING Financial Partners, Inc. - CAREER	18.	Chase Investment Services Corporation
6.	Merrill Lynch, Pierce, Fenner & Smith, Inc.	19.	Lincoln Financial Advisors Corporation
7.	UBS Financial Services, Inc.	20.	Royal Alliance Associates, Inc.
8.	PrimeVest Financial Services, Inc.	21.	Securities America, Inc.
9.	A. G. Edwards & Sons, Inc.	22.	National Planning Corporation
10.	Wachovia Securities, LLC	23.	Securian Financial Services Inc.
11.	Multi-Financial Securities Corporation	24.	MML Investors Services, Inc.
12.	Wells Fargo Investments, LLC	25.	Banc of America Investment Services Inc.
13.	ING Financial Advisers, LLC

Directed Services LLC may also compensate wholesalers/distributors, and their sales management personnel, for
Contract sales within the wholesale/distribution channel. This compensation may be based on a percentage of
premium payments and/or a percentage of Contract values. Directed Services LLC may, at its discretion, pay
additional cash compensation to wholesalers/distributors for sales by certain broker-dealers or “focus firms.”

We do not pay any additional compensation on the sale or exercise of any of the Contract’s optional benefit riders
offered in this prospectus.

This is a general discussion of the types and levels of compensation paid by us for sale of our variable annuity
contracts. It is important for you to know that the payment of volume- or sales-based compensation to a selling firm
or registered representative may provide that registered representative a financial incentive to promote our contracts
over those of another company, and may also provide a financial incentive to promote one of our contracts over
another.

OTHER INFORMATION

Voting Rights
We will vote the shares of a Trust owned by Separate Account B according to your instructions. However, if the
1940 Act or any related regulations should change, or if interpretations of it or related regulations should change,
and we decide that we are permitted to vote the shares of a Trust in our own right, we may decide to do so.

We determine the number of shares that you have in a subaccount by dividing the Contract’s contract value in that
subaccount by the net asset value of one share of the portfolio in which a subaccount invests. We count fractional
votes. We will determine the number of shares you can instruct us to vote 180 days or less before a Trust
shareholder meeting. We will ask you for voting instructions by mail at least 10 days before the meeting. If we do
not receive your instructions in time, we will vote the shares in the same proportion as the instructions received from
all contracts in that subaccount. We will also vote shares we hold in Separate Account B which are not attributable
to contract owners in the same proportion. The effect of proportional voting is that a small number of contract

ESII - 147947

owners may decide the outcome of a vote.

State Regulation
We are regulated by the Insurance Department of the State of Iowa. We are also subject to the insurance laws and
regulations of all jurisdictions where we do business. The Contract offered by this prospectus has been approved
where required by those jurisdictions. We are required to submit annual statements of our operations, including
financial statements, to the Insurance Departments of the various jurisdictions in which we do business to determine
solvency and compliance with state insurance laws and regulations.

Legal Proceedings
We are not aware of any pending legal proceedings which involve Separate Account B as a party.

The Company is involved in threatened or pending lawsuits/arbitrations arising from the normal conduct of
business. Due to the climate in insurance and business litigation/arbitration, suits against the Company sometimes
include claims for substantial compensatory, consequential or punitive damages and other types of relief. Moreover,
certain claims are asserted as class actions, purporting to represent a group of similarly situated individuals. While it
is not possible to forecast the outcome of such lawsuits/arbitrations, in light of existing insurance, reinsurance and
established reserves, it is the opinion of management that the disposition of such lawsuits/arbitrations will not have a
materially adverse effect on the Company’s operations or financial position.

Directed Services LLC, the principal underwriter and distributor of the contract, is a party to threatened or pending
lawsuits/arbitration that generally arise from the normal conduct of business. Some of these suits may seek class
action status and sometimes include claims for substantial compensatory, consequential or punitive damages and
other types of relief. Directed Services LLC is not involved in any legal proceeding which, in the opinion of
management, is likely to have a material adverse effect on its ability to distribute the contract.

FEDERAL TAX CONSIDERATIONS

Introduction
This section discusses our understanding of current federal income tax laws affecting the contract. You should keep
the following in mind when reading it: [TO BE UPDATED BY AMENDMENT.]

Your tax position (or the tax position of the designated beneficiary, as applicable) determines federal taxation of amounts held or paid out under the contract;
Tax laws change. It is possible that a change in the future could affect contracts issued in the past;
This section addresses federal income tax rules and does not discuss federal estate and gift tax implications, state and local taxes, or any other tax provisions; and
We do not make any guarantee about the tax treatment of the contract or transactions involving the contract.

We do not intend this information to be tax advice. For advice about the effect of federal income taxes or any other
taxes on amounts held or paid out under the contract, consult a tax adviser. For more comprehensive information,
contact the Internal Revenue Service (IRS).

Types of Contracts: Non-Qualified or Qualified
The Contract may be purchased on a non-tax-qualified basis (non-qualified contracts) or purchased on a tax-
qualified basis (qualified contracts).

Non-qualified contracts are purchased with after tax contributions and are not related to retirement plans that receive
special income tax treatment under the Tax Code.

Qualified Contracts are designed for use by individuals whose premium payments are comprised solely of proceeds
from and/or contributions under retirement plans that are intended to qualify for special income tax treatment under
Sections 401, 408 or 408A, and some provisions of 403 and 457 of the Tax Code.

ESII - 147947

Taxation of Non-Qualified Contracts

Taxation of Gains Prior to Distribution
Tax Code Section 72 governs taxation of annuities in general. We believe that if you are a natural person you
will generally not be taxed on increases in the value of a non-qualified Contract until a distribution occurs or until
annuity payments begin. This assumes that the Contract will qualify as an annuity contract for federal income tax
purposes. For these purposes, the agreement to assign or pledge any portion of the contract value generally will be
treated as a distribution. In order to be eligible to receive deferral of taxation, the following requirements must be
satisfied:

Diversification. Tax Code Section 817(h) requires that in a nonqualified contract the investments of the
funds be “adequately diversified” in accordance with Treasury Regulations in order for the Contract to qualify as an
annuity contract under federal tax law. The separate account, through the funds, intends to comply with the
diversification requirements prescribed by Tax Code Section 817(h) and by the Treasury in Reg. Sec. 1.817 -5,
which affects how the funds’ assets may be invested. If it is determined, however, that your Contract does not
satisfy the applicable diversification requirements and rulings because a subaccount’s corresponding fund fails to be
adequately diversified for whatever reason, we will take appropriate steps to bring your Contract into compliance
with such regulations and rulings, and we reserve the right to modify your Contract as necessary to do so.

Investor Control. Although earnings under non-qualified contracts are generally not taxed until
withdrawn, the IRS has stated in published rulings that a variable contract owner will be considered the owner of
separate account assets if the contract owner possesses incidents of investment control over the assets. In these
circumstances, income and gains from the separate account assets would be currently includible in the variable
contract owner’s gross income. Future guidance regarding the extent to which owners could direct their investments
among subaccounts without being treated as owners of the underlying assets of the separate account may adversely
affect the tax treatment of existing contracts. The Company therefore reserves the right to modify the contract as
necessary to attempt to prevent the contract holder from being considered the federal tax owner of a pro rata share of
the assets of the separate account.

Required Distributions. In order to be treated as an annuity contract for federal income tax purposes, the
Tax Code requires any non-qualified Contract to contain certain provisions specifying how your interest in the
Contract will be distributed in the event of your death. The non-qualified Contracts contain provisions that are
intended to comply with these Tax Code requirements, although no regulations interpreting these requirements have
yet been issued. We intend to review such distribution provisions and modify them if necessary to assure that they
comply with the applicable requirements when such requirements are clarified by regulation or otherwise.

Non-Natural Holders of a Non-Qualified Contract. If you are not a natural person, a non-qualified
contract generally is not treated as an annuity for income tax purposes and the income on the contract for the taxable
year is currently taxable as ordinary income. Income on the contract is any increase over the year in the excess of
the contract value over the “investment in the contract” (generally, the premiums or other consideration you paid for
the contract less any nontaxable withdrawals) during the taxable year. There are some exceptions to this rule and a
non-natural person should consult with its tax adviser prior to purchasing the Contract. When the contract owner is
not a natural person, a change in the annuitant is treated as the death of the contract owner.

Delayed Annuity Starting Date. If the Contract’s annuity starting date occurs (or is scheduled to occur) at
a time when the annuitant has reached an advanced age (e.g., after age 85), it is possible that the Contract would not
be treated as an annuity for federal income tax purposes. In that event, the income and gains under the Contract
could be currently includible in your income.

Taxation of Distributions

General. When a withdrawal from a non-qualified Contract occurs, the amount received will be treated as
ordinary income subject to tax up to an amount equal to the excess (if any) of the contract value (unreduced by the
amount of any surrender charge) immediately before the distribution over the contract owner’s investment in the
contract at that time. Investment in the contract is generally equal to the amount of all contributions to the contract,

ESII - 147947

plus amounts previously included in your gross income as the result of certain loans, assignments or gifts, less the
aggregate amount of non-taxable distributions previously made.

In the case of a surrender under a non-qualified Contract, the amount received generally will be taxable only to the
extent it exceeds the contract owner’s cost basis in the contract.

10% Penalty Tax. A distribution from a non-qualified Contract may be subject to a federal tax penalty
equal to 10% of the amount treated as income. In general, however, there is no penalty on distributions:

made on or after the taxpayer reaches age 59½;
made on or after the death of a contract owner (the annuitant if the contract owner is a non-natural person);
attributable to the taxpayer’s becoming disabled as defined in the Tax Code;
made as part of a series of substantially equal periodic payments (at least annually) over your life or life expectancy or the joint lives or joint life expectancies of you and your designated beneficiary; or
the distribution is allocable to investment in the contract before August 14, 1982.

The 10% penalty does not apply to distributions from an immediate annuity as defined in the Tax Code. Other
exceptions may be applicable under certain circumstances and special rules may be applicable in connection with
the exceptions enumerated above. A tax adviser should be consulted with regard to exceptions from the penalty tax.

Tax-Free Exchanges. Section 1035 of the Tax Code permits the exchange of a life insurance, endowment
or annuity contract for an annuity contract on a tax-free basis. In such instance, the “investment in the contract” in
the old contract will carry over to the new contract. You should consult with your tax advisor regarding procedures
for making Section 1035 exchanges.

If your Contract is purchased through a tax-free exchange of a life insurance, endowment or annuity contract that
was purchased prior to August 14, 1982, then any distributions other than annuity payments will be treated, for tax
purposes, as coming:

First, from any remaining “investment in the contract” made prior to August 14, 1982 and exchanged into the Contract;
Next, from any “income on the contract” attributable to the investment made prior to August 14, 1982;
Then, from any remaining “income on the contract;” and
Lastly, from any remaining “investment in the contract.”

The IRS has concluded that in certain instances, the partial exchange of a portion of one annuity contract for another
contract will be tax-free. However, the IRS has reserved the right to treat transactions it considers abusive as
ineligible for favorable partial 1035 tax-free exchange treatment. It is not certain whether the IRS would treat an
immediate withdrawal or annuitization after a partial exchange as abusive. In addition, it is unclear how the IRS
will treat a partial exchange from a life insurance, endowment, or annuity contract directly into an immediate
annuity. Currently, we will accept a partial 1035 exchange from a non-qualified annuity into a deferred annuity or
an immediate annuity as a tax-free transaction unless we believe that we would be expected to treat the transaction
as abusive. We are not responsible for the manner in which any other insurance company, for tax reporting
purposes, or the IRS, with respect to the ultimate tax treatment, recognizes or reports a partial exchange. We
strongly advise you to discuss any proposed 1035 exchange with your tax advisor prior to proceeding with the
transaction.

Taxation of Annuity Payments. Although tax consequences may vary depending on the payment option
elected under an annuity contract, a portion of each annuity payment is generally not taxed and the remainder is
taxed as ordinary income. The non-taxable portion of an annuity payment is generally determined in a manner that
is designed to allow you to recover your investment in the contract ratably on a tax-free basis over the expected
stream of annuity payments, as determined when annuity payments start. Once your investment in the contract has

ESII - 147947

been fully recovered, however, the full amount of each subsequent annuity payment is subject to tax as ordinary
income. The tax treatment of partial annuitizations is unclear. We currently treat any partial annuitizations as
withdrawals rather than as annuity payments. Please consult your tax adviser before electing a partial annuitization.

Death Benefits. Amounts may be distributed from a Contract because of your death or the death of the
annuitant. Generally, such amounts are includible in the income of the recipient as follows: (i) if distributed in a
lump sum, they are taxed in the same manner as a surrender of the Contract, or (ii) if distributed under a payment
option, they are taxed in the same way as annuity payments. Special rules may apply to amounts distributed after a
Beneficiary has elected to maintain Contract value and receive payments.

Different distribution requirements apply if your death occurs:

After you begin receiving annuity payments under the Contract; or
Before you begin receiving such distributions.

If your death occurs after you begin receiving annuity payments, distributions must be made at least as rapidly as
under the method in effect at the time of your death.

If your death occurs before you begin receiving annuity payments, your entire balance must be distributed within
five years after the date of your death. For example, if you died on September 1, 2008, your entire balance must be
distributed by August 31, 2013. However, if distributions begin within one year of your death, then payments may
be made over one of the following timeframes:

Over the life of the designated beneficiary; or
Over a period not extending beyond the life expectancy of the designated beneficiary.

If the designated beneficiary is your spouse, the contract may be continued with the surviving spouse as the new
contract owner. If the contract owner is a non-natural person and the primary annuitant dies, the same rules apply on
the death of the primary annuitant as outlined above for the death of a contract owner.

The Contract offers a death benefit that may exceed the greater of the premium payments and the contract value.
Certain charges are imposed with respect to the death benefit. It is possible that these charges (or some portion
thereof) could be treated for federal tax purposes as a distribution from the Contract.

Assignments and Other Transfers. A transfer, pledge or assignment of ownership of a non-qualified
contract, the selection of certain annuity dates, or the designation of an annuitant or payee other than an owner may
result in certain tax consequences to you that are not discussed herein. The assignment, pledge or agreement to
assign or pledge any portion of the contract value generally will be treated as a distribution. Anyone contemplating
any such transfer, pledge, assignment, or designation or exchange, should consult a tax adviser regarding the
potential tax effects of such a transaction.

Immediate Annuities. Under Section 72 of the Tax Code, an immediate annuity means an annuity (1)
which is purchased with a single premium, (2) with annuity payments starting within one year from the date of
purchase, and (3) which provides a series of substantially equal periodic payments made annually or more
frequently. While this Contract is not designed as an immediate annuity, treatment as an immediate annuity would
have significance with respect to exceptions from the 10% early withdrawal penalty, to contracts owned by non-
natural persons, and for certain exchanges.

Multiple Contracts. Tax laws require that all non-qualified deferred annuity contracts that are issued by a
company or its affiliates to the same contract owner during any calendar year be treated as one annuity contract for
purposes of determining the amount includible in gross income under Tax Code Section 72(e). In addition, the
Treasury Department has specific authority to issue regulations that prevent the avoidance of Tax Code Section
72(e) through the serial purchase of annuity contracts or otherwise.

Withholding. We will withhold and remit to the IRS a part of the taxable portion of each distribution
made under a Contract unless the distributee notifies us at or before the time of the distribution that he or she elects

ESII - 147947

not to have any amounts withheld. Withholding is mandatory, however, if the distributee fails to provide a valid
taxpayer identification number or if we are notified by the IRS that the taxpayer identification number we have on
file is incorrect. The withholding rates applicable to the taxable portion of periodic annuity payments are the same
as the withholding rates generally applicable to payments of wages. In addition, a 10% withholding rate applies to the
taxable portion of non-periodic payments. Regardless of whether you elect not to have federal income tax withheld,
you are still liable for payment of federal income tax on the taxable portion of the payment.

If you or your designated beneficiary is a non-resident alien, then any withholding is governed by Tax Code Section
1441 based on the individual’s citizenship, the country of domicile and treaty status.

Taxation of Qualified Contracts

General
The Contracts are primarily designed for use with IRAs under Tax Code Sections 401, 408 or 408A, and some
provisions of 403 and 457 (We refer to all of these as “qualified plans”). The tax rules applicable to participants in
these qualified plans vary according to the type of plan and the terms and conditions of the plan itself. The ultimate
effect of federal income taxes on the amounts held under a Contract, or on annuity payments, depends on the type of
retirement plan and your tax status. Special favorable tax treatment may be available for certain types of
contributions and distributions. In addition, certain requirements must be satisfied in purchasing a qualified contract
with proceeds from a tax-qualified plan in order to continue receiving favorable tax treatment.

Adverse tax consequences may result from: contributions in excess of specified limits; distributions before age 59½
(subject to certain exceptions); distributions that do not conform to specified commencement and minimum
distribution rules; and in other specified circumstances. Some qualified plans may be subject to additional
distribution or other requirements that are not incorporated into the Contract. No attempt is made to provide more
than general information about the use of the Contracts with qualified plans. Contract owners, annuitants, and
beneficiaries are cautioned that the rights of any person to any benefits under these qualified plans may be subject to
the terms and conditions of the plans themselves, regardless of the terms and conditions of the Contract. The
Company is not bound by the terms and conditions of such plans to the extent such terms contradict the Contract,
unless we consent.

Contract owners and beneficiaries generally are responsible for determining that contributions, distributions and
other transactions with respect to the contract comply with applicable law. Therefore, you should seek competent
legal and tax advice regarding the suitability of a contract for your particular situation. The following discussion
assumes that qualified contracts are purchased with proceeds from and/or contributions under retirement plans or
programs that qualify for the intended special federal tax treatment.

Tax Deferral
Under the federal tax laws, earnings on amounts held in annuity contracts are generally not taxed until they are
withdrawn. However, in the case of a qualified plan (as defined in this prospectus), an annuity contract is not
necessary to obtain this favorable tax treatment and does not provide any tax benefits beyond the deferral already
available to the qualified plan itself. Annuities do provide other features and benefits (such as guaranteed living
benefits and/or death benefits or the option of lifetime income phase options at established rates) that may be
valuable to you. You should discuss your alternatives with your financial representative taking into account the
additional fees and expenses you may incur in an annuity.

Section 401(a), 401(k), Roth 401(k), and 403(a) Plans. Sections 401(a), 401(k), and 403(a) of the Tax
Code permit certain employers to establish various types of retirement plans for employees, and permits self-
employed individuals to establish these plans for themselves and their employees. These retirement plans may
permit the purchase of Contracts to accumulate retirement savings under the plans. Employers intending to use the
Contract with such plans should seek competent legal advice.

The contracts may also be available as a Roth 401(k), as described in Tax Code Section 402A, and we may set up
accounts for you under the Contract for Roth 401(k) contributions (“Roth 401(k) accounts”). Tax Code Section
402A allows employees of certain private employers to contribute after-tax salary contributions to a Roth 401(k),
which provides for tax-free distributions, subject to certain restrictions.

ESII - 147947

Individual Retirement Annuities. Section 408 of the Tax Code permits eligible individuals to contribute
to an individual retirement program known as an Individual Retirement Annuity (“IRA”). IRAs are subject to limits
on the amounts that can be contributed, the deductible amount of the contribution, the persons who may be eligible,
and the time when distributions commence. Contributions to IRAs must be made in cash or as a rollover or a
transfer from another eligible plan. Also, distributions from IRAs, individual retirement accounts, and other types of
retirement plans may be “rolled over” on a tax-deferred basis into an IRA. If you make a tax-free rollover of a
distribution from an IRA you may not make another tax-free rollover from the IRA within a 1-year period. Sales of
the contract for use with IRAs may be subject to special requirements of the IRS.

The IRS has not reviewed the contracts described in this prospectus for qualification as IRAs and has not addressed,
in a ruling of general applicability, whether the contract’s death benefit provisions comply with IRS qualification
requirements.

Roth IRAs. Section 408A of the Tax Code permits certain eligible individuals to contribute to a Roth IRA.
Contributions to a Roth IRA are subject to limits on the amount of contributions and the persons who may be
eligible to contribute, are not deductible, and must be made in cash or as a rollover or transfer from another Roth
IRA or other IRA. Certain qualifying individuals may convert an IRA, SEP, or a SIMPLE to a Roth IRA. Such
rollovers and conversions are subject to tax, and other special rules may apply. If you make a tax-free rollover of a
distribution from a Roth IRA to another Roth IRA, you may not make another tax-free rollover from the Roth IRA
within a 1-year period. A 10% penalty may apply to amounts attributable to a conversion to a Roth IRA if the
amounts are distributed during the five taxable years beginning with the year in which the conversion was made.

Sales of a contract for use with a Roth IRA may be subject to special requirements of the IRS. The IRS has not
reviewed the contracts described in this prospectus for qualification as IRAs and has not addressed, in a ruling of
general applicability, whether the contract’s death benefit provisions comply with IRS qualification requirements.

Contributions
In order to be excludable from gross income for federal income tax purposes, total annual contributions to
certain qualified plans are limited by the Tax Code. You should consult with your tax adviser in connection with
contributions to a qualified contract.

Distributions – General
Certain tax rules apply to distributions from the Contract. A distribution is any amount taken from a Contract
including withdrawals, annuity payments, rollovers, exchanges and death benefit proceeds. We report the taxable
portion of all distributions to the IRS.

Section 401(a), 401(k) and 403(a) Plans. All distributions from these plans are taxed as received unless
one of the following is true:

The distribution is an eligible rollover distribution and is rolled over to another plan eligible to receive rollovers or to a traditional IRA in accordance with the Tax Code;
You made after-tax contributions to the plan. In this case, depending upon the type of distribution, the amount will be taxed according to the rules detailed in the Tax Code; or
The distribution is a qualified health insurance premium of a retired safety officer as defined in the Pension Protection Act of 2006.

A payment is an eligible rollover distribution unless it is:

part of a series of substantially equal periodic payments (at least one per year) made over the life expectancy of the participant or the joint life expectancy of the participant and his designated beneficiary or for a specified period of 10 years or more;
a required minimum distribution under Tax Code Section 401(a)(9);
a hardship withdrawal;
otherwise excludable from income; or

ESII - 147947

· not recognized under applicable regulations as eligible for rollover.

The Tax Code imposes a 10% penalty tax on the taxable portion of any distribution from a Contract used with a
401(a), 401(k) or 403(a) plan unless certain exceptions, including one or more of the following, have occurred:

You have attained age 59½;
You have become disabled, as defined in the Tax Code;
You have died and the distribution is to your beneficiary;
You have separated from service with the sponsor at or after age 55;
The distribution amount is rolled over into another eligible retirement plan or to an IRA in accordance with the terms of the Tax Code;
You have separated from service with the plan sponsor and the distribution amount is made in substantially equal periodic payments (at least annually) over your life or the life expectancy or the joint lives or joint life expectancies of you and your designated beneficiary;
The distribution is made due to an IRS levy upon your plan;
The withdrawal amount is paid to an alternate payee under a Qualified Domestic Relations Order (QDRO); or
The distribution is a qualified reservist distribution as defined under the Pension Protection Act of 2006 (401(k) plans only).

In addition, the 10% penalty tax does not apply to the amount of a distribution equal to unreimbursed medical
expenses incurred by you during the taxable year that qualify for deduction as specified in the Tax Code. The Tax
Code may provide other exceptions or impose other penalties in other circumstances.

Individual Retirement Annuities. All distributions from an IRA are taxed as received unless either one of
the following is true:

The distribution is rolled over to another IRA or to a plan eligible to receive rollovers as permitted under the Tax Code; or
You made after-tax contributions to the IRA. In this case, the distribution will be taxed according to rules detailed in the Tax Code.

The Tax Code imposes a 10% penalty tax on the taxable portion of any distribution from an IRA unless certain
exceptions, including one or more of the following, have occurred:

You have attained age 59½;
You have become disabled, as defined in the Tax Code;
You have died and the distribution is to your beneficiary;
The distribution amount is rolled over into another eligible retirement plan or to an IRA in accordance with the terms of the Tax Code;
The distribution is made due to an IRS levy upon your plan;
The withdrawal amount is paid to an alternate payee under a Qualified Domestic Relations Order (QDRO); or
The distribution is a qualified reservist distribution as defined under the Pension Protection Act of 2006.

In addition, the 10% penalty tax does not apply to a distribution made from an IRA to pay for health insurance
premiums for certain unemployed individuals, a qualified first-time home purchase, or for higher education
expenses.

Roth IRAs. A qualified distribution from a Roth IRA is not taxed when it is received. A qualified
distribution is a distribution:

Made after the five-taxable year period beginning with the first taxable year for which a contribution was made to a Roth IRA of the owner; and

ESII - 147947

Made after you attain age 59½, die, become disabled as defined in the Tax Code, or for a qualified first-time home purchase.

If a distribution is not qualified, generally it will be taxable to the extent of the accumulated earnings. A partial
distribution will first be treated as a return of contributions which is not taxable and then as taxable accumulated
earnings.

The Tax Code imposes a 10% penalty tax on the taxable portion of any distribution from a Roth IRA that is not a
qualified distribution unless certain exceptions have occurred. In general, the exceptions for an IRA listed above
also apply to a distribution from a Roth IRA that is not a qualified distribution or a rollover to a Roth IRA that is not
a qualified rollover contribution. The 10% penalty tax is also waived on a distribution made from a Roth IRA to pay
for health insurance premiums for certain unemployed individuals, used for a qualified first-time home purchase, or
for higher education expenses.

Special Hurricane-Related Relief. The Katrina Emergency Tax Relief Act and the Gulf Opportunity Zone
Act provide tax relief to victims of Hurricanes Katrina, Rita and Wilma. The relief includes a waiver of the 10%
penalty tax on qualified hurricane distributions from eligible retirement plans. In addition, the 20% mandatory
withholding rules do not apply to these distributions and the tax may be spread out ratably over a three-year period.
A recipient of qualified hurricane distribution may also elect to re-contribute all or a portion of the distribution to an
eligible retirement plan within three (3) years of receipt without tax consequences. Other relief may also apply.
You should consult a competent tax adviser for further information.

Lifetime Required Minimum Distributions (Sections 401(a), 401(k), Roth 401(k), 403(a) and IRAs
only). To avoid certain tax penalties, you and any designated beneficiary must also meet the minimum distribution
requirements imposed by the Tax Code. These rules may dictate the following:

Start date for distributions;
The time period in which all amounts in your account(s) must be distributed; and
Distribution amounts.

Start Date and Time Period. Generally, you must begin receiving distributions by April 1 of the
calendar year following the calendar year in which you attain age 70½. We must pay out distributions from the
contract over a period not extending beyond one of the following time periods:

Over your life or the joint lives of you and your designated beneficiary; or
Over a period not greater than your life expectancy or the joint life expectancies of you and your designated beneficiary.

Distribution Amounts. The amount of each required distribution must be calculated in accordance
with Tax Code Section 401(a)(9). The entire interest in the account includes the amount of any outstanding rollover,
transfer, recharacterization, if applicable, and the actuarial present value of any other benefits provided under the
account, such as guaranteed death benefits.

50% Excise Tax. If you fail to receive the minimum required distribution for any tax year, a 50%
excise tax may be imposed on the required amount that was not distributed.

Lifetime Required Minimum Distributions are not applicable to Roth IRAs. Further information regarding required
minimum distributions may be found in your contract.

Required Distributions Upon Death (Sections 401(a), 401(k), Roth 401(k), 403(a), IRAs and Roth
IRAs Only). Different distribution requirements apply after your death, depending upon if you have been receiving
required minimum distributions. Further information regarding required distributions upon death may be found in
your contract.

ESII - 147947

If your death occurs on or after you begin receiving minimum distributions under the contract, distributions
generally must be made at least as rapidly as under the method in effect at the time of your death. Tax Code Section
401(a)(9) provides specific rules for calculating the required minimum distributions after your death.

If your death occurs before you begin receiving minimum distributions under the contract, your entire balance must
be distributed by December 31 of the calendar year containing the fifth anniversary of the date of your death. For
example, if you died on September 1, 2006, your entire balance must be distributed to the designated beneficiary by
December 31, 2011. However, if distributions begin by December 31 of the calendar year following the calendar
year of your death, and you have named a designated beneficiary, then payments may be made over either of the
following time frames:

Over the life of the designated beneficiary; or
Over a period not extending beyond the life expectancy of the designated beneficiary.

Start Dates for Spousal Beneficiaries. If the designated beneficiary is your spouse, distributions
must begin on or before the later of the following:

December 31 of the calendar year following the calendar year of your death; or
December 31 of the calendar year in which you would have attained age 70½.

No designated beneficiary. If there is no designated beneficiary, the entire interest generally must be
distributed by the end of the calendar containing the fifth anniversary of the contract owner’s death.

Special Rule for IRA Spousal Beneficiaries (IRAs and Roth IRAs Only). In lieu of taking a
distribution under these rules, if the sole designated beneficiary is the contract owner’s surviving spouse, the spousal
beneficiary may elect to treat the contract as his or her own IRA and defer taking a distribution until his or her own
start date. The surviving spouse is deemed to have made such an election if the surviving spouse makes a rollover to
or from the contract or fails to take a distribution within the required time period.

Withholding
Any taxable distributions under the contract are generally subject to withholding. Federal income tax liability
rates vary according to the type of distribution and the recipient’s tax status.

401(a), 401(k), Roth 401(k) and 403(a). Generally, distributions from these plans are subject to
mandatory 20% federal income tax withholding. However, mandatory withholding will not be required if you elect
a direct rollover of the distributions to an eligible retirement plan or in the case of certain distributions described in
the Tax Code.

IRAs and Roth IRAs. Generally, you or, if applicable, a designated beneficiary may elect not to have tax
withheld from distributions.

Non-resident Aliens. If you or your designated beneficiary is a non-resident alien, then any withholding is
governed by Tax Code Section 1441 based on the individual’s citizenship, the country of domicile and treaty status.

Assignment and Other Transfers

IRAS and Roth IRAs. The Tax Code does not allow a transfer or assignment of your rights under the
contracts except in limited circumstances. Adverse tax consequences may result if you assign or transfer your
interest in the contract to persons other than your spouse incident to a divorce. Anyone contemplating such an
assignment or transfer should contact a qualified tax adviser regarding the potential tax effects of such a transaction.

Tax Consequences of Living Benefits and Death Benefit

Living Benefits. Except as otherwise noted below, when a withdrawal from a nonqualified contract occurs
under the ING LifePay Plus or ING Joint LifePay Plus rider, the amount received will be treated as ordinary income

ESII - 147947

subject to tax up to an amount equal to the excess (if any) of the contract value (unreduced by the amount of any
deferred sales charge) immediately before the distribution over the contract owner’s investment in the contract at
that time.

Investment in the contract is generally equal to the amount of all contributions to the contract, plus amounts
previously included in your gross income as the result of certain loans, assignments, or gifts, less the aggregate
amount of non-taxable distributions previously made. For nonqualified contracts, the income on the contract for
purposes of calculating the taxable amount of a distribution may be unclear. For example, the living benefits
provided under the ING LifePay Plus or ING Joint LifePay Plus rider, as well as the market value adjustment, could
increase the contract value that applies. Thus, the income on the contract could be higher than the amount of income
that would be determined without regard to such a benefit. As a result, you could have higher amounts of income
than will be reported to you. In addition, payments under any guaranteed payment phase of such riders after the
contract value has been reduced to zero may be subject to the exclusion ratio rules under Tax Code Section 72(b) for
tax purposes.

The tax treatment of partial annuitizations is unclear. We currently treat any partial annuitization, such as those
associated with the minimum guaranteed income benefit as withdrawals rather than annuity payments. Please
consult your tax adviser before electing a partial annuitization.

Enhanced Death Benefits. The Contract offers a death benefit that may exceed the greater of the premium
payments and the contract value. It is possible that the IRS could characterize such a death benefit as an incidental
death benefit. In addition, the provision of such benefits may result in currently taxable income to contract owners,
and the presence of the death benefit could affect the amount of required minimum distributions. Finally, certain
charges are imposed with respect to some of the available death benefits. It is possible those charges (or some
portion thereof) could be treated for federal tax purposes as a distribution from the Contract.

Possible Changes in Taxation
Although the likelihood of legislative change and tax reform is uncertain, there is always the possibility that the tax
treatment of the Contracts could change by legislation or other means. It is also possible that any change could be
retroactive (that is, effective before the date of the change). You should consult a tax adviser with respect to
legislative developments and their effect on the Contract.

Taxation of Company
We are taxed as a life insurance company under the Tax Code. The Separate Account is not a separate entity from
us. Therefore, it is not taxed separately as a “regulated investment company,” but is taxed as part of the Company.

We automatically apply investment income and capital gains attributable to the separate account to increase reserves
under the contracts. Because of this, under existing federal tax law we believe that any such income and gains will
not be taxed to the extent that such income and gains are applied to increase reserves under the contracts. In
addition, any foreign tax credits attributable to the separate account will be first used to reduce any income taxes
imposed on the separate account before being used by the Company.

In summary, we do not expect that we will incur any federal income tax liability attributable to the separate account
and we do not intend to make any provision for such taxes. However, changes in federal tax laws and/or their
interpretation may result in our being taxed on income or gains attributable to the separate account. In this case, we
may impose a charge against the separate account (with respect to some or all of the Contracts) to set aside
provisions to pay such taxes. We may deduct this amount from the separate account, including from your account
value invested in the subaccounts.

ESII - 147947

STATEMENT OF ADDITIONAL INFORMATION

Table of Contents
Item		Page

Introduction		1
Description of ING USA Annuity and Life Insurance Company		1

Separate Account B of ING USA Annuity and Life Insurance Company		1
Safekeeping of Assets		1

Independent Registered Public Accounting Firm		1
Distribution of Contracts		1

Published Ratings		2
Accumulation Unit Value		2

Performance Information		3
Other Information		4

Financial Statements of ING USA Annuity and Life Insurance Company		5
Financial Statements of Separate Account B of ING USA Annuity and Life Insurance Company		5

Condensed Financial Information (Accumulation Unit Values)		5

Please tear off, complete and return the form below to order a free Statement of Additional
Information for the Contracts offered under the prospectus. Send the form to our Customer Service Center
at the address shown on the prospectus cover.

PLEASE SEND ME A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION FOR
SEPARATE ACCOUNT B.

Please Print or Type:

Name

Social Security Number

Street Address

City, State, Zip

ESII - 147947 05/01/09
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

ESII - 147947

This page intentionally left blank.

APPENDIX B

<R>

The Investment Portfolios

[TO BE UPDATED BY AMENDMENT.]

</R>

During the accumulation phase, you may allocate your premium payments and contract value to any of the
investment portfolios available under this Contract. They are listed in this appendix. You bear the entire investment
risk for amounts you allocate to any investment portfolio, and you may lose your principal.

The investment results of the mutual funds (funds) are likely to differ significantly and there is no assurance that any
of the funds will achieve their respective investment objectives. You should consider the investment objectives,
risks and charges and expenses of the funds carefully before investing. Please refer to the funds prospectuses for
this and additional information.

Shares of the funds will rise and fall in value and you could lose money by investing in the funds. Shares of the
funds are not bank deposits and are not guaranteed, endorsed or insured by any financial institution, the Federal
Deposit Insurance Corporation or any other government agency. Except as noted, all funds are diversified, as
defined under the Investment Company Act of 1940. Fund prospectuses may be obtained free of charge, from our
Customer Service Center at the address and telephone number listed in the prospectus, by accessing the SEC’s web
site or by contacting the SEC Public Reference Room.

Certain funds offered under the contracts have investment objectives and policies similar to other funds managed by
the fund’s investment adviser. The investment results of a fund may be higher or lower than those of other funds
managed by the same adviser. There is no assurance and no representation is made that the investment results of
any fund will be comparable to those of another fund managed by the same investment adviser.

Certain funds are designated as “Master-Feeder” or “LifeStyle Funds.” Funds offered in a Master-Feeder structure
(such as the American Funds) or fund of funds structure (such as the LifeStyle Funds) may have higher fees and
expenses than a fund that invests directly in debt and equity securities.
Consult with your investment professional to determine if the investment portfolios may be suited to your financial
needs, investment time horizon and risk tolerance. You should periodically review these factors to determine if you
need to change your investment strategy.

List of Fund Name Changes

*Former Fund Name*		*Current Fund Name*
ING FMR^SMLarge Cap Growth Portfolio		ING Van Kampen Capital Growth Portfolio
ING Davis Venture Value Portfolio		ING Davis New York Venture Portfolio



Fund Name and
Investment Adviser/Subadviser		Investment Objective

ING Investors Trust
7337 E. Doubletree Ranch Road, Scottsdale, AZ 85258

ING AllianceBernstein Mid Cap Growth Portfolio		Seeks long-term growth of capital.
(Class S)

Investment Adviser: Directed Services LLC
Investment Subadviser: AllianceBernstein, L.P.

ESII - 147947

Fund Name and
Investment Adviser/Subadviser		Investment Objective

ING American Funds Asset Allocation Portfolio		Seeks high total return (including income and capital gains)
		consistent with preservation of capital over the long term.
Investment Adviser: ING Investments, LLC
Investment Subadviser to Master Funds: Capital
Research Management Company


ING American Funds Bond Portfolio		Seeks to maximize your level of current income and preserve
		your capital.
Investment Adviser: ING Investments, LLC
Investment Subadviser to Master Funds: Capital
Research Management Company


ING American Funds Growth Portfolio		Seeks to make your investment grow.

Investment Adviser: ING Investments, LLC
Investment Adviser to Master Funds: Capital Research
Management Company


ING American Funds Growth-Income Portfolio		Seeks to make your investment grow and provide you with
		income over time.
Investment Adviser: ING Investments, LLC
Investment Adviser to Master Funds: Capital Research
Management Company


ING American Funds International Portfolio		Seeks to make your investment grow over time.

Investment Adviser: ING Investments, LLC
Investment Adviser to Master Funds: Capital Research
Management Company


ING BlackRock Large Cap Growth Portfolio (Class S)		Seeks long-term growth of capital.

Investment Adviser: Directed Services LLC
Investment Subadviser: BlackRock Investment
Management, LLC


ING Evergreen Health Sciences Portfolio (Class S)		A non-diversified portfolio that seeks long-term capital growth.

Investment Adviser: Directed Services LLC
Investment Subadviser: Evergreen Investment
Management Company, LLC


ING FMR^SMDiversified Mid Cap Portfolio* (Class S)		Seeks long-term growth of capital.

Investment Adviser: Directed Services LLC
Investment Subadviser: Fidelity Management &
Research Co.

* FMR^SMis a service mark of Fidelity Management &
Research Company

ESII - 147947

Fund Name and
Investment Adviser/Subadviser		Investment Objective

ING Focus 5 Portfolio (Class S)		Seeks total return through capital appreciation and dividend
		income.
Investment Adviser: Directed Services LLC
Investment Subadviser: ING Investment Management
Co.


ING Franklin Income Portfolio (Class S)		Seeks to maximize income while maintaining prospects for
		capital appreciation.
Investment Adviser: Directed Services LLC
Investment Subadviser: Franklin Advisers, Inc.


ING Franklin Mutual Shares Portfolio (Class S)		Seeks capital appreciation and secondarily, income.

Investment Adviser: Directed Services LLC
Investment Subadviser: Franklin Mutual Advisers, LLC


ING Franklin Templeton Founding Strategy Portfolio		Seeks capital appreciation and secondarily, income.
(Class S)

Investment Adviser: Directed Services LLC


ING Global Real Estate Portfolio (Class S)		A non-diversified portfolio that seeks to provide investors with
		high total return.
Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Clarion Real Estate
Securities L.P.


ING Global Resources Portfolio (Class S)		A non-diversified portfolio that seeks long-term capital
		appreciation.
Investment Adviser: Directed Services LLC
Investment Subadviser: ING Investment Management
Co.


ING Janus Contrarian Portfolio (Class S)		A non-diversified portfolio that seeks capital appreciation.

Investment Adviser: Directed Services LLC
Investment Subadviser: Janus Capital Management,
LLC


ING JPMorgan Emerging Markets Equity Portfolio		Seeks capital appreciation.
(Class S)

Investment Adviser: Directed Services LLC
Investment Subadviser: J.P. Morgan Investment
Management Inc.

ESII - 147947

Fund Name and
Investment Adviser/Subadviser		Investment Objective

ING Julius Baer Foreign Portfolio (Class S)		Seeks long-term growth of capital.

Investment Adviser: Directed Services LLC
Investment Subadviser: Julius Baer Investment
Management, LLC


ING LifeStyle Aggressive Growth Portfolio (Class S)		Seeks growth of capital.

Investment Adviser: ING Investments, LLC
Asset Allocation Consultants: Ibbotson Associates and
ING Investment Management Co.


ING LifeStyle Growth Portfolio (Class S)		Seeks growth of capital and some current income.

Investment Adviser: ING Investments, LLC
Asset Allocation Consultants: Ibbotson Associates and
ING Investment Management Co.


ING LifeStyle Moderate Growth Portfolio (Class S)		Seeks growth of capital and a low to moderate level of current
		income.
Investment Adviser: ING Investments, LLC
Asset Allocation Consultants: Ibbotson Associates and
ING Investment Management Co.


ING LifeStyle Moderate Portfolio (Class S)		Seeks growth of capital and current income.

Investment Adviser: ING Investments, LLC
Asset Allocation Consultants: Ibbotson Associates and
ING Investment Management Co.


ING Liquid Assets Portfolio (Class S)		Seeks high level of current income consistent with the
		preservation of capital and liquidity.
Investment Adviser: Directed Services LLC
Investment Subadviser: ING Investment Management
Co.


ING Marsico Growth Portfolio (Class S)		Seeks capital appreciation.

Investment Adviser: Directed Services LLC
Investment Subadviser: Marsico Capital Management,
LLC


ING Marsico International Opportunities Portfolio		Seeks long-term growth of capital.
(Class S)

Investment Adviser: Directed Services LLC
Investment Subadviser: Marsico Capital Management,
LLC

ESII - 147947

Fund Name and
Investment Adviser/Subadviser		Investment Objective

ING MFS Total Return Portfolio (Class S)		Seeks above-average income (compared to a portfolio entirely
		invested in equity securities) consistent with the prudent
Investment Adviser: Directed Services LLC		employment of capital. Secondarily seeks reasonable
Investment Subadviser: Massachusetts Financial		opportunity for growth of capital and income.
Services Company


ING MFS Utilities Portfolio (Class S)		Seeks total return.

Investment Adviser: Directed Services LLC
Investment Subadviser: Massachusetts Financial
Services Company


ING Multi-Manager International Small Cap Equity		Seeks long-term capital appreciation.
Portfolio (Class S)

Investment Adviser: Directed Services LLC
Investment Subadviser: Schroder Investment
Management North America, Inc. and American Century
Investment Management, Inc.


ING Oppenheimer Main Street Portfolio (Class S)		Seeks long-term growth of capital and future income.

Investment Adviser: Directed Services LLC
Investment Subadviser: OppenheimerFunds, Inc.


ING PIMCO Core Bond Portfolio (Class S)		Seeks maximum total return, consistent with preservation of
		capital and prudent investment management.
Investment Adviser: Directed Services LLC
Investment Subadviser: Pacific Investment Management
Company LLC


ING Pioneer Mid Cap Value Portfolio (Class S)		Seeks capital appreciation.

Investment Adviser: Directed Services LLC
Investment Subadviser: Pioneer Investment
Management, Inc.


ING Templeton Global Growth Portfolio (Class S)		Seeks capital appreciation. Current income is only an
		incidental consideration.
Investment Adviser: Directed Services LLC
Investment Subadviser: Templeton Global Advisors
Limited


ING T. Rowe Price Capital Appreciation Portfolio		Seeks, over the long-term, a high total investment return,
(Class S)		consistent with the preservation of capital and prudent
		investment risk.
Investment Adviser: Directed Services LLC
Investment Subadviser: T. Rowe Price Associates, Inc.

ESII - 147947

Fund Name and
Investment Adviser/Subadviser		Investment Objective

ING T. Rowe Price Equity Income Portfolio (Class S)		Seeks substantial dividend income as well as long-term growth
		of capital.
Investment Adviser: Directed Services LLC
Investment Subadviser: T. Rowe Price Associates, Inc.


ING Van Kampen Capital Growth Portfolio (Class S)		Seeks long-term capital appreciation.
(formerly, ING FMR^SMLarge Cap Growth Portfolio)

Investment Adviser: Directed Services LLC
Investment Subadviser: Van Kampen


ING Van Kampen Global Franchise Portfolio (Class S)		A non-diversified portfolio that seeks long-term capital
		appreciation.
Investment Adviser: Directed Services LLC
Investment Subadviser: Van Kampen


ING Van Kampen Growth and Income Portfolio (Class S)		Seeks long-term growth of capital and income.

Investment Adviser: Directed Services LLC
Investment Subadviser: Van Kampen


ING Partners, Inc.
7337 East Doubletree Ranch Road, Scottsdale, AZ 85258

ING Baron Small Cap Growth Portfolio (Service Class)		Seeks capital appreciation.

Investment Adviser: Directed Services LLC
Investment Subadviser: BAMCO, Inc.


ING Columbia Small Cap Value II Portfolio		Seeks long-term growth of capital.
(Service Class)

Investment Adviser: Directed Services LLC
Investment Subadviser: Columbia Management
Advisors, LLC


ING Davis New York Venture Portfolio (Service Class)		A non-diversified portfolio that seeks long-term growth of
(formerly, ING Davis Venture Value Portfolio)		capital.

Investment Adviser: Directed Services LLC
Investment Subadviser: Davis Selected Advisers, L.P.


ING JPMorgan Mid Cap Value Portfolio (Service Class)		Seeks growth from capital appreciation.

Investment Adviser: Directed Services LLC
Investment Subadviser: J.P. Morgan Asset Management

ESII - 147947

Fund Name and
Investment Adviser/Subadviser		Investment Objective

ING Oppenheimer Global Portfolio (Service Class)		Seeks capital appreciation.

Investment Adviser: Directed Services LLC
Investment Subadviser: OppenheimerFunds, Inc.


ING Templeton Foreign Equity Portfolio (Service Class)		Seeks long-term capital growth.

Investment Adviser: Directed Services LLC
Investment Subadviser: Templeton Investment Counsel,
LLC


ING T. Rowe Price Growth Equity Portfolio		Seeks long-term capital growth, and secondarily, increasing
(Service Class)		dividend income.

Investment Adviser: Directed Services LLC
Investment Subadviser: T. Rowe Price Associates, Inc.


ING Van Kampen Comstock Portfolio (Service Class)		Seeks capital growth and income.

Investment Adviser: Directed Services LLC



ING Van Kampen Equity and Income Portfolio		Seeks total return, consisting of long term capital appreciation
(Service Class)		and current income.

Investment Adviser: Directed Services LLC
Investment Subadviser: Van Kampen


ING Variable Funds

ING VP Growth and Income Portfolio (Class S)		Seeks to maximize total return through investments in a
		diversified portfolio of common stocks and securities
Investment Adviser: ING Investments, LLC		convertible into common stock.
Investment Subadviser: ING Investment Management
Co.


ING Variable Portfolios, Inc.
7337 E. Doubletree Ranch Road, Scottsdale, AZ 85258

ING BlackRock Global Science and Technology Portfolio		Seeks long-term capital appreciation.
(Class S)

Investment Adviser: ING Investments, LLC
Investment Subadviser: BlackRock Advisors, LLC


ING International Index Portfolio (Class S)		Seeks investment (before fees and expenses) results that
		correspond to the total return of a widely accepted
Investment Adviser: ING Investments, LLC		International Index.
Investment Subadviser: ING Investment Management
Co.

ESII - 147947

Fund Name and
Investment Adviser/Subadviser		Investment Objective

ING Lehman Brothers U.S. Aggregate Bond Index		Seeks investment results (before fees and expenses) that
Portfolio (Class S)		correspond to the total return of the Lehman Brothers U.S.
		Aggregate Bond Index.
Investment Adviser: ING Investments, LLC
Investment Subadviser: Lehman Brothers Asset
Management LLC


ING Russell^TMLarge Cap Index Portfolio (Class S)		Seeks investment results (before fees and expenses) that
		correspond to the total return of the Russell Top 200 Index.
Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Investment Management
Co.


ING Russell^TMMid Cap Index Portfolio (Class S)		Seeks investment results (before fees and expenses) that
		correspond to the total return of the Russell Midcap Index.
Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Investment Management
Co.


ING Russell^TMSmall Cap Index Portfolio (Class S)		Seeks investment results (before fees and expenses) that
		correspond to the total return of the Russell 2000 Index.
Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Investment Management
Co.


ING VP Small Company Portfolio (Class S)		Seeks growth of capital primarily through investment in a
		diversified portfolio of common stocks and securities of
Investment Adviser: ING Investments, LLC		companies with smaller market capitalizations.
Investment Subadviser: ING Investment Management
Co.


ING WisdomTree^SMGlobal High-Yielding Equity Index		Seeks investment returns that closely correspond to the price
Portfolio* (Class S)		and yield performance, before fees and expenses, of the
		WisdomTree^SMGlobal High-Yielding Equity Index (“Index”).
Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Investment Management
Co.

* WisdomTree^SMis a servicemark of WisdomTree
Investments


ING Variable Products Trust
7337 E. Doubletree Ranch Road, Scottsdale, AZ 85258

ING VP MidCap Opportunities Portfolio (Class S)		Seeks long-term capital appreciation.

Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Investment Management
Co.

ESII - 147947

Fund Name and
Investment Adviser/Subadviser		Investment Objective

ING VP Intermediate Bond Portfolio

ING VP Intermediate Bond Portfolio (Class S)		Seeks to maximize total return consistent with reasonable risk,
		through investment in a diversified portfolio consisting
Investment Adviser: ING Investments, LLC		primarily of debt securities.
Investment Subadviser: ING Investment Management
Co.


BlackRock Variable Series Funds, Inc.
800 Scudders Mill Road, Plainsboro, NJ 08536

BlackRock Global Allocation V.I. Portfolio (Class III)		The fund seeks to provide high total return through a fully
		managed investment policy utilizing U.S. and foreign equity,
Investment Adviser: BlackRock Advisors, LLC		debt and money market instruments, the combination of which
		will be varied from time to time both with respect to types of
		securities and markets in response to changing market and
		economic trends.

Fidelity Variable Insurance Products
82 Devonshire Street, Boston, MA 02109

Fidelity VIP Contrafund Portfolio (Service Class 2)		Seeks long-term capital appreciation.

Investment Adviser: Fidelity Management & Research
Company
Investment Subadviser: FMR Co., Inc.; Fidelity
Research & Analysis Company; Fidelity Management &
Research (U.K.) Inc.; Fidelity International Investment
Advisors; Fidelity International Investment Advisors
(U.K.) Limited; Fidelity Investments Japan Limited

“Standard & Poor’s^®”, “S&P^®”, “S&P 500^®”, “Standard & Poor’s 500”, and “500” are trademarks of The McGraw-Hill Companies, Inc. and
have been licensed for use by ING USA Annuity and Life Insurance Company. The product is not sponsored, endorsed, sold or promoted by
Standard & Poor’s and Standard & Poor’s makes no representation regarding the advisability of investing in the product.

ESII - 147947

APPENDIX C

Fixed Account II

Fixed Account II (“Fixed Account”) is an optional fixed interest allocation offered during the accumulation phase of
your variable annuity contract between you and ING USA Annuity and Life Insurance Company (“ING USA,” the
“Company,” “we” or “our”). The Fixed Account, which is a segregated asset account of ING USA, provides a
means for you to invest on a tax-deferred basis and earn a guaranteed interest for guaranteed interest periods (Fixed
Interest Allocation(s)). We will credit your Fixed Interest Allocation(s) with a fixed rate of interest. We currently
offer Fixed Interest Allocations with guaranteed interest periods that may vary by maturity, state of issue and rate.
In addition, we may offer DCA Fixed Interest Allocations, which are 6-month and 1-year Fixed Interest Allocations
available exclusively in connection with our dollar cost averaging program. We may offer additional guaranteed
interest periods in some or all states, may not offer all guaranteed interest periods on all contracts or in all states and
the rates for a given guaranteed interest period may vary among contracts. We set the interest rates periodically.
We may credit a different interest rate for each interest period. The interest you earn in the Fixed Account as well as
your principal is guaranteed by ING USA, as long as you do not take your money out before the maturity date for
the applicable interest period. If you take your money out from a Fixed Interest Allocation more than 30 days before
the applicable maturity date, we will apply a market value adjustment (“Market Value Adjustment”). A Market
Value Adjustment could increase or decrease your contract value and/or the amount you take out. A surrender
charge may also apply to withdrawals from your contract. You bear the risk that you may receive less than your
principal because of the Market Value Adjustment.

For contracts sold in some states, not all Fixed Interest Allocations are available. You have a right to return a
contract for a refund as described in the prospectus.

The Fixed Account
You may allocate premium payments and transfer your Contract value to the guaranteed interest periods of the Fixed
Account during the accumulation period as described in the prospectus. Every time you allocate money to the Fixed
Account, we set up a Fixed Interest Allocation for the guaranteed interest period you select. We will credit your
Fixed Interest Allocation with a guaranteed interest rate for the interest period you select, so long as you do not
withdraw money from that Fixed Interest Allocation before the end of the guaranteed interest period. Each
guaranteed interest period ends on its maturity date which is the last day of the month in which the interest period is
scheduled to expire.

Your Contract value in the Fixed Account is the sum of your Fixed Interest Allocations and the interest credited as
adjusted for any withdrawals, transfers or other charges we may impose, including any Market Value Adjustment.
Your Fixed Interest Allocation will be credited with the guaranteed interest rate in effect for the guaranteed interest
period you selected when we receive and accept your premium or reallocation of Contract value. We will credit
interest daily at a rate that yields the quoted guaranteed interest rate.

If you surrender, withdraw, transfer or annuitize your investment in a Fixed Interest Allocation more than 30 days
before the end of the guaranteed interest period, we will apply a Market Value Adjustment to the transaction. A
Market Value Adjustment could increase or decrease the amount you surrender, withdraw, transfer or annuitize,
depending on current interest rates at the time of the transaction. You bear the risk that you may receive less than
your principal because of the Market Value Adjustment.

Guaranteed Interest Rates
Each Fixed Interest Allocation will have an interest rate that is guaranteed as long as you do not take your money
out until its maturity date. We do not have a specific formula for establishing the guaranteed interest rates for the
different guaranteed interest periods. We determine guaranteed interest rates at our sole discretion. We cannot
predict the level of future interest rates. For more information see the prospectus for the Fixed Account.

ESII - 147947

Transfers from a Fixed Interest Allocation
You may transfer your Contract value in a Fixed Interest Allocation to one or more new Fixed Interest Allocations
with new guaranteed interest periods, or to any of the subaccounts of ING USA’s Separate Account B as described
in the prospectus on the maturity date of a guaranteed interest period. The minimum amount that you can transfer to
or from any Fixed Interest Allocation is $100. Transfers from a Fixed Interest Allocation may be subject to a
Market Value Adjustment. If you have a special Fixed Interest Allocation that was offered exclusively with our
dollar cost averaging program, canceling dollar cost averaging will cause a transfer of the entire Contract value in
such Fixed Interest Allocation to the ING Liquid Assets Portfolio, and such a transfer will be subject to a Market
Value Adjustment.

Please be aware that the benefit we pay under certain optional benefit riders will be adjusted by any transfers you
make to and from the Fixed Interest Allocations during specified periods while the rider is in effect. See “Optional
Riders” in the prospectus.

Withdrawals from a Fixed Interest Allocation
During the accumulation phase, you may withdraw a portion of your Contract value in any Fixed Interest Allocation.
You may make systematic withdrawals of only the interest earned during the prior month, quarter or year, depending
on the frequency chosen, from a Fixed Interest Allocation under our systematic withdrawal option. A withdrawal
from a Fixed Interest Allocation may be subject to a Market Value Adjustment and a contract surrender charge. Be
aware that withdrawals may have federal income tax consequences, including a 10% penalty tax, as well as state
income tax consequences.

Please be aware that the benefit we pay under any of the optional benefit riders will be reduced by any withdrawals
you made from the Fixed Interest Allocations during the period while the rider is in effect. See “Optional Riders” in
the prospectus.

Market Value Adjustment
A Market Value Adjustment may decrease, increase or have no effect on your Contract value. We will apply a
Market Value Adjustment (i) whenever you withdraw or transfer money from a Fixed Interest Allocation (unless
made within 30 days before the maturity date of the applicable guaranteed interest period, or under the systematic
withdrawal or dollar cost averaging program) and (ii) if on the annuity start date a guaranteed interest period for any
Fixed Interest Allocation does not end on or within 30 days of the annuity start date.

A Market Value Adjustment may be positive, negative or result in no change. In general, if interest rates are rising,
you bear the risk that any Market Value Adjustment will likely be negative and reduce your Contract value. On the
other hand, if interest rates are falling, it is more likely that you will receive a positive Market Value Adjustment
that increases your Contract value. In the event of a full surrender, transfer or annuitization from a Fixed Interest
Allocation, we will add or subtract any Market Value Adjustment from the amount surrendered, transferred or
annuitized. In the event of a partial withdrawal, transfer or annuitization, we will add or subtract any Market Value
Adjustment from the total amount withdrawn, transferred or annuitized in order to provide the amount requested. If
a negative Market Value Adjustment exceeds your Contract value in the Fixed Interest Allocation, we will consider
your request to be a full surrender, transfer or annuitization of the Fixed Interest Allocation.

Contract Value in the Fixed Interest Allocations
On the contract date, the Contract value in any Fixed Interest Allocation in which you are invested is equal to the
portion of the initial premium paid and designated for allocation to the Fixed Interest Allocation. On each business
day after the contract date, we calculate the amount of Contract value in each Fixed Interest Allocation as follows:

(1)	We take the Contract value in the Fixed Interest Allocation at the end of the preceding business day.

(2)	We credit a daily rate of interest on (1) at the guaranteed rate since the preceding business day.

(3)	We add (1) and (2).

ESII - 147947

(4)	We subtract from (3) any transfers from that Fixed Interest Allocation.

(5)	We subtract from (4) any withdrawals, and then subtract any contract fees (including any rider charges) and premium taxes.

Additional premium payments and transfers allocated to the Fixed Account will be placed in a new Fixed Interest
Allocation. The Contract value on the date of allocation will be the amount allocated. Several examples which
illustrate how the Market Value Adjustment works are included in the prospectus for Fixed Account II.

Cash Surrender Value
The cash surrender value is the amount you receive when you surrender the Contract. The cash surrender value of
amounts allocated to the Fixed Account will fluctuate daily based on the interest credited to Fixed Interest
Allocations, any Market Value Adjustment, and any surrender charge. We do not guarantee any minimum cash
surrender value. On any date during the accumulation phase, we calculate the cash surrender value as follows: we
start with your Contract value, then we adjust for any Market Value Adjustment, and then we deduct any surrender
charge, any charge for premium taxes, the annual contract administrative fee (unless waived), and any optional
benefit rider charge, and any other charges incurred but not yet deducted.

Dollar Cost Averaging from Fixed Interest Allocations
You may elect to participate in our dollar cost averaging program if you have at least $1,200 of Contract value in
Fixed Account Interest Allocations with a guaranteed interest period of 1 year or less. The Fixed Interest
Allocations serve as the source accounts from which we will, on a monthly basis, automatically transfer a set dollar
amount of money to other Fixed Interest Allocations or contract investment portfolio subaccounts selected by you.

The dollar cost averaging program is designed to lessen the impact of market fluctuation on your investment. Since
we transfer the same dollar amount to subaccounts each month, more units of a subaccount are purchased if the
value of its unit is low and fewer units are purchased if the value of its unit is high. Therefore, a lower than average
value per unit may be achieved over the long term. However, we cannot guarantee this. When you elect the dollar
cost averaging program, you are continuously investing in securities regardless of fluctuating price levels. You
should consider your tolerance for investing through periods of fluctuating price levels. You elect the dollar amount
you want transferred under this program. Each monthly transfer must be at least $100. You may change the transfer
amount once each contract year.

Transfers from a Fixed Interest Allocation under the dollar cost averaging program are not subject to a Market Value
Adjustment.

We may in the future offer additional subaccounts or withdraw any subaccount or Fixed Interest Allocation to or
from the dollar cost averaging program or otherwise modify, suspend or terminate this program. Of course, such
change will not affect any dollar cost averaging programs in operation at the time.

Suspension of Payments
We have the right to delay payment of amounts from a Fixed Interest Allocation for up to 6 months.

More Information
See the prospectus for Fixed Account II.

ESII - 147947

APPENDIX D

Fixed Interest Division

A Fixed Interest Division option is available through the group and individual deferred variable annuity contracts
offered by ING USA Annuity and Life Insurance Company. The Fixed Interest Division is part of the ING USA
General Account. Interests in the Fixed Interest Division have not been registered under the Securities Act of 1933,
and neither the Fixed Interest Division nor the General Account are registered under the Investment Company Act of
1940.

Interests in the Fixed Interest Division are offered in certain states through an Offering Brochure, dated April 28,
2008. The Fixed Interest Division is different from the Fixed Account which is described in the prospectus but
which is not available in your state. If you are unsure whether the Fixed Account is available in your state, please
contact our Customer Service Center at (800) 366-0066. When reading through the Prospectus, the Fixed Interest
Division should be counted among the various investment options available for the allocation of your premiums, in
lieu of the Fixed Account. The Fixed Interest Division may not be available in some states. Some restrictions may
apply.

You will find more complete information relating to the Fixed Interest Division in the Offering Brochure. Please
read the Offering Brochure carefully before you invest in the Fixed Interest Division.

ESII - 147947

APPENDIX E

Surrender Charge for Excess Withdrawals Example

The following assumes you made an initial premium payment of $10,000 and additional premium payments of
$10,000 in each of the second and third contract years, for total premium payments under the Contract of $30,000.
It also assumes a withdrawal at the end of the third contract year of 30% of the contract value of $35,000.

In this example, $8,000 (10% of the total premium payments of $30,000, which is $3,000, plus cumulative earnings,
which is $35,000 less $30,000, which equals $5,000) is the maximum free withdrawal amount that you may
withdraw without a surrender charge. The total amount withdrawn from the contract would be $10,500 ($35,000 x
.30). Therefore, $2,500 ($10,500 - $8,000) is considered an excess withdrawal of a part of the initial premium
payment of $10,000 and would be subject to a 6% surrender charge of $160 ($2,500 x (1/(1-.06)-1)). The amount of
the withdrawal paid to you will be $10,500, and in addition, $160 will be deducted from your contract value.

This example does not take into account any Market Value Adjustment or deduction of any premium taxes.

ESII - 147947

APPENDIX F



			Special Funds and Excluded Funds Examples

Example #1: The following examples are intended to demonstrate the impact on your 7% Solution Death
Benefit Element (“7% MGDB”) of allocating your Contract Value to Special Funds.


7% MGDB if 50% invested					7% MGDB if 0% invested			7% MGDB if 100% invested
	in Special Funds				in Special Funds				in Special Funds


End of Yr	Covered	Special	Total	End of Yr Covered		Special	Total	End of Yr Covered		Special	Total
0	500	500	1,000	0	1,000	—	1,000	0	0	1,000	1,000
1	535	500	1,035	1	1,070	—	1,070	1	0	1,000	1,000
2	572	500	1,072	2	1,145	—	1,145	2	0	1,000	1,000
3	613	500	1,113	3	1,225	—	1,225	3	0	1,000	1,000
4	655	500	1,155	4	1,311	—	1,311	4	0	1,000	1,000
5	701	500	1,201	5	1,403	—	1,403	5	0	1,000	1,000
6	750	500	1,250	6	1,501	—	1,501	6	0	1,000	1,000
7	803	500	1,303	7	1,606	—	1,606	7	0	1,000	1,000
8	859	500	1,359	8	1,718	—	1,718	8	0	1,000	1,000
9	919	500	1,419	9	1,838	—	1,838	9	0	1,000	1,000
10	984	500	1,484	10	1,967	—	1,967	10	0	1,000	1,000

7% MGDB if transferred to					7% MGDB if transferred to

	Special Funds				Covered Funds
at the beginning of year 6					at the beginning of year 6


End of Yr	Covered	Special	Total	End of Yr Covered		Special	Total
0	1,000	—	1,000	0	—	1,000	1,000
1	1,070	—	1,070	1	—	1,000	1,000
2	1,145	—	1,145	2	—	1,000	1,000
3	1,225	—	1,225	3	—	1,000	1,000
4	1,311	—	1,311	4	—	1,000	1,000
5	1,403	—	1,403	5	—	1,000	1,000
6	—	1,403	1,403	6	1,070	—	1,070
7	—	1,403	1,403	7	1,145	—	1,145
8	—	1,403	1,403	8	1,225	—	1,225
9	—	1,403	1,403	9	1,311	—	1,311
10	—	1,403	1,403	10	1,403	—	1,403

ESII - 147947

Example #2:	The following examples are intended to demonstrate the impact on your 7% Solution Death
Benefit Element (“7% MGDB”) of allocating your Contract Value to Excluded Funds.




		7% MGDB if 50% invested in Excluded Funds

		Covered		Excluded		Total


		7%		“7%		7%		Death
	End of Yr MGDB		AV	MGDB”	AV	MGDB	AV	Benefit
	0	500	500	500	500	1,000	1,000	1,000
	1	535	510	535	510	1,045	1,020	1,045
	2	572	490	572	490	1,062	980	1,062
	3	613	520	613	520	1,133	1,040	1,133
	4	655	550	655	550	1,205	1,100	1,205
	5	701	450	701	450	1,151	900	1,151
	6	750	525	750	525	1,275	1,050	1,275
	7	803	600	803	600	1,403	1,200	1,403
	8	859	750	859	750	1,609	1,500	1,609
	9	919	500	919	500	1,419	1,000	1,419
	10	984	300	984	300	1,284	600	1,284

	7% MGDB if 0% invested				7% MGDB if 100% invested
	in Excluded Funds				in Excluded Funds

	Covered				Excluded


			Death		“7%		Death
End of Yr 7% MGDB		AV	Benefit	End of Yr MGDB”		AV	Benefit
0	1,000	1,000	1,000	0	1,000	1,000	1,000
1	1,070	1,020	1,070	1	1,070	1,020	1,020
2	1,145	980	1,145	2	1,145	980	980
3	1,225	1,040	1,225	3	1,225	1,040	1,040
4	1,311	1,100	1,311	4	1,311	1,100	1,100
5	1,403	900	1,403	5	1,403	900	900
6	1,501	1,050	1,501	6	1,501	1,050	1,050
7	1,606	1,200	1,606	7	1,606	1,200	1,200
8	1,718	1,500	1,718	8	1,718	1,500	1,500
9	1,838	1,000	1,838	9	1,838	1,000	1,000
10	1,967	600	1,967	10	1,967	6 00	600

Note:		AV are hypothetical illustrative values. Not a projection. “7% MGDB” for
		Excluded funds is notional. Not payable as a benefit. Death Benefit for
		Excluded Funds equals Accumulation Value (AV).

ESII - 147947

Transfer from Covered Funds to Excluded Funds
at the beginning of year 6


	Covered		Excluded		Total

	7%		“7%		7%		Death
End of Yr MGDB		AV	MGDB”	AV	MGDB	AV	Benefit
—	1,000	1,000	—	—	1,000	1,000	1,000
1	1,070	1,020	—	—	1,070	1,020	1,070
2	1,145	980	—	—	1,145	980	1,145
3	1,225	1,040	—	—	1,225	1,040	1,225
4	1,311	1,100	—	—	1,311	1,100	1,311
5	1,403	900	—	—	1,403	900	1,403
6	—	—	1,501	1,050	1,050	1,050	1,050
7	—	—	1,606	1,200	1,200	1,200	1,200
8	—	—	1,718	1,500	1,500	1,500	1,500
9	—	—	1,838	1,000	1,000	1,000	1,000
10	—	—	1,967	600	600	600	600

Note:		7% MGDB transferred to Excluded Funds equals the 7% MGDB in Covered Funds
		(or pro-rata portion thereof for partial transfer). Transfers from Special Funds to
		Excluded Funds work the same as Covered to Excluded (except 7% MGDB in
		Special Funds does not accumulate).

Transfer from Excluded Funds to Covered Funds
at the beginning of year 6


	Covered		Excluded		Total

	7%		“7%		7%		Death
End of Yr MGDB		AV	MGDB”	AV	MGDB	AV	Benefit
—	—	—	1,000	1,000	1,000	1,000	1,000
1	—	—	1,070	1,020	1,020	1,020	1,020
2	—	—	1,145	980	980	980	980
3	—	—	1,225	1,040	1,040	1,040	1,040
4	—	—	1,311	1,100	1,100	1,100	1,100
5	—	—	1,403	900	900	900	900
6	963	1,050	—	—	963	1,050	1,050
7	1,030	1,200	—	—	1,030	1,200	1,200
8	1,103	1,500	—	—	1,103	1,500	1,500
9	1,180	1,000	—	—	1,180	1,000	1,180
10	1,262	600	—	—	1,262	600	1,262

Note:		7% MGDB transferred to Covered Funds is the lesser of 7% MGDB in Excluded
		Funds (or portion thereof for partial transfer) and AV transferred to Covered
		Funds. Transfers from Excluded Funds to Special Funds work the same as
		Excluded to Covered (except 7% MGDB in Special Funds does not accumulate).

ESII - 147947

APPENDIX G

<R>

Examples of Minimum Guaranteed Income Benefit Calculation

</R> <R>

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%

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

</R>

ESII - 147947

<R>

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

</R> <R>

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.

</R> <R>

</R>

ESII - 147947

<R>

</R>

ESII - 147947

<R>

</R>

<R>

</R>

ESII - 147947

APPENDIX H

ING LifePay Plus and ING Joint LifePay Plus Partial Withdrawal Amount Examples

The following example shows the adjustment to the Maximum Annual Withdrawal amount for a withdrawal before
the Lifetime Withdrawal Phase has begun.

Illustration 1: Adjustment to the ING LifePay Plus Base for a withdrawal taken prior to the Lifetime
Withdrawal Phase.

Assume the Annuitant is age 55 and the first withdrawal taken during the contract year is $3,000 net, with $0 of
surrender charges. Because the ING LifePay Plus Rider is not yet eligible to enter the Lifetime Withdrawal Phase,
there is no Maximum Annual Withdrawal and the entire withdrawal is considered excess.

If the ING LifePay Plus Base and Account Value before the withdrawal are $100,000 and $90,000, respectively,
then the ING LifePay Plus Base will reduce by 3.33% ($3,000/$90,000) to $96,667 ((1 - 3.33%)* $100,000).

Any additional withdrawals taken prior to the Annuitant reaching age 59½ will also result in an immediate pro-rata
reduction to the ING LifePay Plus Base.

The following are examples of adjustments to the Maximum Annual Withdrawal amount for withdrawals in excess of
the Maximum Annual Withdrawal:

Illustration 2: Adjustment to the Maximum Annual Withdrawal amount for a withdrawal in excess of the
Maximum Annual Withdrawal.

Assume the Maximum Annual Withdrawal is $5,000.

The first withdrawal taken during the contract year is $3,000 net, with $0 of surrender charges. The Maximum
Annual Withdrawal is not exceeded.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges. The Maximum
Annual Withdrawal is not exceeded because total net withdrawals, $4,500, do not exceed the Maximum Annual
Withdrawal, $5,000.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges. Because total net
withdrawals taken, $6,000, exceed the Maximum Annual Withdrawal, $5,000, there is an adjustment to the
Maximum Annual Withdrawal. However, because only $4,500 in gross withdrawals was taken during the contract
year prior to this withdrawal, $500 of the $1,500 gross withdrawal is not considered excess.

Total gross withdrawals during the contract year are $6,000 ($3,000 + $1,500 + $1,500). The adjustment is the lesser
of the amount by which the total gross withdrawals for the year exceed the Maximum Annual Withdrawal, $1,000,
and the amount of the current gross withdrawal, $1,500.

If the Contract Value before this withdrawal is $50,000, and the Contract Value is $49,500 after the part of the gross
withdrawal that was within the Maximum Annual Withdrawal, $500, then the Maximum Annual Withdrawal is
reduced by 2.02% ($1,000 / $49,500) to $4,899 ((1 - 2.02%) * $5,000).

ESII - 147947

Illustration 3: A withdrawal exceeds the Maximum Annual Withdrawal amount but does not exceed the
Additional Withdrawal Amount.

Assume the Maximum Annual Withdrawal is $5,000. The Required Minimum Distribution for the current calendar
year applicable to this contract is determined to be $6,000. The Additional Withdrawal Amount is set equal to the
excess of this amount above the Maximum Annual Withdrawal, $1,000 ($6,000 - $5,000).

The first withdrawal taken during the contract year is $3,000 net, with $0 of surrender charges. The Maximum
Annual Withdrawal is not exceeded.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges. The Maximum
Annual Withdrawal is not exceeded because total net withdrawals, $4,500, do not exceed the Maximum Annual
Withdrawal, $5,000.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges. Total net
withdrawals taken, $6,000, exceed the Maximum Annual Withdrawal, $5,000, however, the Maximum Annual
Withdrawal is not adjusted until the Additional Withdrawal Amount is exhausted. The amount by which total net
withdrawals taken exceed the Maximum Annual Withdrawal, $1,000 ($6,000 - $5,000), is the same as the
Additional Withdrawal Amount, so no adjustment to the Maximum Annual Withdrawal is made. If total net
withdrawals taken had exceeded the sum of the Maximum Annual Withdrawal and the Additional Withdrawal
Amount, then an adjustment would be made to the Maximum Annual Withdrawal.

Illustration 4: The Additional Withdrawal Amount at the end of the calendar year before it is withdrawn.

Assume the most recent contract date was July 1, 2007 and the Maximum Annual Withdrawal is $5,000. Also
assume RMDs, applicable to this contract, are $6,000 and $5,000 for 2008 and 2009 calendar years respectively.

Between July 1, 2007 and December 31, 2007, a withdrawal of $5,000 is taken which exhausts the Maximum
Annual Withdrawal.

On January 1, 2008, the Additional Withdrawal Amount is set equal to the excess of the 2008 RMD above the
existing Maximum Annual Withdrawal, $1,000 ($6,000 - $5,000). Note that while the Maximum Annual
Withdrawal has been exhausted, it is still used to calculate the Additional Withdrawal Amount.

The owner now has until December 31, 2009 to take the newly calculated Additional Withdrawal Amount of
$1,000. The owner decides not to take the Additional Withdrawal Amount of $1,000 in 2008.

On January 1, 2009, the Additional Withdrawal Amount is set equal to the excess of the 2009 RMD above the
existing Maximum Annual Withdrawal, $0 ($5,000 - $5,000). Note that the Additional Withdrawal Amount of
$1,000 from the 2008 calendar year carries over into the 2009 calendar year and is available for withdrawal.

Illustration 5: A withdrawal exceeds the Maximum Annual Withdrawal amount and the Additional
Withdrawal Amount.

Assume the Maximum Annual Withdrawal is $5,000. The Required Minimum Distribution for the current calendar
year applicable to this contract is determined to be $6,000. The Additional Withdrawal Amount is set equal to the
excess of this amount above the Maximum Annual Withdrawal, $1,000 ($6,000 - $5,000).

The first withdrawal taken during the contract year is $3,000 net, with $0 of surrender charges. The Maximum
Annual Withdrawal is not exceeded.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges. The Maximum
Annual Withdrawal is not exceeded because total net withdrawals, $4,500, do not exceed the Maximum Annual
Withdrawal, $5,000.

ESII - 147947

The next withdrawal taken during the contract year is $3,500 net, with $0 of surrender charges. Total net
withdrawals taken, $8,000, exceed the sum of the Maximum Annual Withdrawal and the Additional Withdrawal
Amount, $6,000, and there is an adjustment to the Maximum Annual Withdrawal.

Total gross withdrawals during the contract year are $8,000 ($3,000 + $1,500 + $3,500). The adjustment is the
lesser of the amount by which the total gross withdrawals for the year exceed the sum of the Maximum Annual
Withdrawal and the Additional Withdrawal Amount ($8,000 - $6,000 = $2,000), and the amount of the current gross
withdrawal ($3,500).

If the Contract Value before this withdrawal is $50,000, then the Maximum Annual Withdrawal is reduced by
4.00% ($2,000 / $50,000) to $4,800 ((1 - 4.00%) * $5,000).

Illustration 6: Adjustment to the Maximum Annual Withdrawal amount for a withdrawal in excess of the
Maximum Annual Withdrawal.

Assume the Maximum Annual Withdrawal is $5,000.

The first withdrawal taken during the contract year is $3,000 net, with $0 of surrender charges. The Maximum
Annual Withdrawal is not exceeded.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges. The Maximum
Annual Withdrawal is not exceeded because total net withdrawals, $4,500, do not exceed the Maximum Annual
Withdrawal, $5,000.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges. Because total net
withdrawals taken, $6,000, exceed the Maximum Annual Withdrawal, $5,000, there is an adjustment to the
Maximum Annual Withdrawal. However, because only $4,500 in gross withdrawals was taken during the contract
year prior to this withdrawal, $500 of the $1,500 gross withdrawal is not considered excess.

Total gross withdrawals during the contract year are $6,000 ($3,000 + $1,500 + $1,500). The adjustment is the lesser
of the amount by which the total gross withdrawals for the year exceed the Maximum Annual Withdrawal, $1,000,
and the amount of the current gross withdrawal, $1,500.

If the Account Value after the part of the gross withdrawal that was within the Maximum Annual Withdrawal, $500,
is $49,500, then the Maximum Annual Withdrawal is reduced by 2.02% ($1,000 / $49,500) to $4,899 ((1 - 2.02%)
* $5,000).

Another withdrawal is taken during that same contract year in the amount of $400 net, with $100 of surrender
charges. Total gross withdrawals during the contract year are $6,500 ($3,000 + $1,500 + $1,500 + $500). The
adjustment to the MAW is the lesser of the amount by which the total gross withdrawals for the year exceed the
Maximum Annual Withdrawal, $1,500, and the amount of the current gross withdrawal, $500.

If the Account Value before this withdrawal is $48,500, then the Maximum Annual Withdrawal is reduced by 1.03%
($500 / $48,500) to $4,849 ((1 – 1.03%) * $4,899).

ESII - 147947

APPENDIX I

Examples of Fixed Allocation Funds Automatic Rebalancing

The following examples are designed to assist you in understanding how Fixed Allocation Funds Automatic
Rebalancing works. The examples assume that there are no investment earnings or losses.

I.	Subsequent Payments

A.	Assume that on Day 1, an owner deposits an initial payment of $100,000, which is allocated 100% to Accepted

Funds. No Fixed Allocation Funds Automatic Rebalancing would occur, because this allocation meets the required
investment option allocation.

B. Assume that on Day 2, the owner deposits an additional payment of $500,000, bringing the total contract value
to $600,000, and allocates this deposit 100% to Other Funds. Because the percentage allocated to the Fixed
Allocations Funds (0%) is less than 20% of the total amount allocated to the Fixed Allocation Funds and the Other
Funds, we will automatically reallocate $100,000 from the amount allocated to the Other Funds (20% of the
$500,000 allocated to the Other Funds) to the Fixed Allocation Funds. Your ending allocations will be $100,000 to
Accepted Funds, $100,000 to the Fixed Allocation Funds, and $400,000 to Other Funds.

II.	Partial Withdrawals

A.	Assume that on Day 1, an owner deposits an initial payment of $100,000, which is allocated 75% to Accepted

Funds ($75,000), 20% to the Fixed Allocation Funds ($20,000), and 5% to Other Funds ($5,000). No Fixed
Allocation Funds Automatic Rebalancing would occur, because this allocation meets the required investment option
allocation.

B. Assume that on Day 2, the owner requests a partial withdrawal of $19,000 from the Fixed Allocation Funds.
Because the remaining amount allocated to the Fixed Allocation Funds ($1,000) is less than 20% of the total amount
allocated to the Fixed Allocation Funds and the Other Funds, we will automatically reallocate $200 from the Other
Funds to the Fixed Allocation Funds, so that the amount allocated to the Fixed Allocation Funds ($1,200) is 20% of
the total amount allocated to the Fixed Allocation Funds and Other Funds ($6,000).

ESII - 147947

APPENDIX J

ING LifePay Plus and ING Joint LifePay Plus

Important Note:
The information immediately below pertains to the form of the ING LifePay Plus and ING Joint
LifePay Plus riders available for sale on and after April 28, 2008 through May 1, 2009 in states
where approved (page J9 for the ING Joint LifePay Plus rider). If this form of the ING LifePay
Plus or ING Joint LifePay Plus rider is not yet approved for sale in your state, or if you purchased
a prior version, please see page J19 for more information (page
J28 for the ING Joint LifePay Plus rider).

ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING LifePay Plus”) Rider. The ING LifePay
Plus rider generally provides, subject to the restrictions and limitations below, that we will guarantee a minimum
level of annual withdrawals from the Contract for the lifetime of the annuitant, even if these withdrawals reduce
your Contract value to zero. You may wish to purchase this rider if you are concerned that you may outlive your
income.

Eligibility. The
annuitant must be the owner or one of the owners, unless the owner is a non-natural owner. Joint annuitants are not
allowed. The maximum issue age is 80 (owner and annuitant must age qualify). The issue age is the age of the
owner (or the annuitant if there are joint owners or the owner is non-natural) on the rider effective date. The ING
LifePay Plus rider is subject to broker/dealer availability. Please note that the ING LifePay Plus rider will not be
issued until your contract value is allocated in accordance with the investment option restrictions described in
“Investment Option Restrictions,” below.

Contracts issued on and after November 1, 2004 are eligible for the ING LifePay Plus rider, subject to the
conditions, requirements and limitations of the prior paragraph. Such Contracts must not already have a living
benefit rider. Or if your Contract already has the ING LifePay or ING LifePay Plus rider, then you may be eligible
to elect this version of the ING LifePay Plus rider for a limited time. There is an election form for this purpose.
Please contact the Customer Service Center for more information.

Rider Effective Date. The rider effective date is the date that coverage under the ING LifePay Plus rider
begins. If you purchase the ING LifePay Plus rider when the Contract is issued, the rider effective date is also
the Contract date. If the ING LifePay Plus rider is added after contract issue, the rider effective date will be the
date of the Contract’s next following quarterly contract anniversary. A quarterly contract anniversary occurs
once each quarter of a contract year from the contract date.

Charge. The charge for the ING LifePay Plus rider, a living benefit, is deducted quarterly from your contract
value:

Maximum Annual Charge		Current Annual Charge

1.30%		0.85%

This quarterly charge is a percentage of the ING LifePay Plus Base. The current annual charge is 0.75% if this
rider was purchased before January 12, 2009. We deduct the charge in arrears based on the contract date
(contract year versus calendar year). In arrears means the first charge is deducted at the end of the first quarter
following the rider effective date. If the rider is elected at contract issue, the rider effective date is the same as
the contract date. If the rider is added after contract issue, the rider effective date will be the date of the
Contract’s next following quarterly contract anniversary. A quarterly contract anniversary occurs once each

ESII - 147947

quarter of a contract year from the contract date. The charge will be pro-rated when the rider is terminated.
Charges will no longer be deducted once your rider enters the Lifetime Automatic Periodic Benefit Status.
Lifetime Automatic Periodic Benefit Status occurs when your contract value is reduced to zero and other
conditions are met. We reserve the right to increase the charge for the ING LifePay Plus rider upon
the Annual Ratchet once the Lifetime Withdrawal Phase begins. 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. You will never pay more than new issues of this rider, subject to the maximum
annual charge. We promise not to increase the charge for your first five contract years. For more information
about how this rider works, please see “Living Benefit Riders – ING LifePay Plus Minimum Guaranteed
Withdrawal Benefit (“ING LifePay Plus”) Rider.”

If the contract value in the subaccounts is insufficient for the charge, then we deduct it from any Fixed Interest
Allocations, in which case a Market Value Adjustment may apply. But currently, a Market Value Adjustment
would not apply when this charge is deducted from a Fixed Interest Allocation. With Fixed Interest
Allocations, we deduct the charge from the Fixed Interest Allocation having the nearest maturity. For more
information about the Fixed Interest Allocation, including the Market Value Adjustment, please see Appendix
C.

No Cancellation. Once you purchase the ING LifePay Plus rider, you may not cancel it unless you: a) cancel
the Contract during the Contract’s free look period; b) surrender the Contract; c) begin the income phase and
start receiving annuity payments; or d) otherwise terminate the Contract pursuant to its terms. These events
automatically cancel the ING LifePay Plus rider.

Termination. The ING LifePay Plus rider is a “living benefit,” which means the guaranteed benefits offered
are intended to be available to you while you are living and while your Contract is in the accumulation phase.
The optional rider automatically terminates if you: Terminate your Contract pursuant to its terms during the
accumulation phase, surrender your Contract, or begin receiving income phase payments in lieu of payments
under the ING LifePay Plus rider; or Die during the accumulation phase (first owner to die if there are multiple
Contract owners, or death of annuitant if Contract owner is not a natural person), unless your spouse beneficiary
elects to continue the Contract. The ING LifePay Plus rider also terminates with a change in Contract
ownership (other than a spousal beneficiary continuation on your death). Other circumstances that may cause
the ING LifePay Plus rider to terminate automatically are discussed below.

Highlights. This paragraph introduces the terminology of the ING LifePay Plus rider and how its components
generally work together. Benefits and guarantees are subject to the terms, conditions and limitations of the ING
LifePay Plus rider. More detailed information follows below, with the capitalized words that are underlined
indicating headings for ease of reference. The ING LifePay Plus rider guarantees an amount available for
withdrawal from the Contract in any contract year once the Lifetime Withdrawal Phase begins – we use the ING
LifePay Plus Base as part of the calculation of the Maximum Annual Withdrawal. The guarantee continues when
the ING LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status, at which time we will pay you
periodic payments in an annual amount equal to the Maximum Annual Withdrawal (since Contract value would be
zero) until the annuitant’s death. 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. The ING LifePay Plus rider has an
allowance for withdrawals from a Contract subject to the Required Minimum Distribution rules of the Tax Code that
would otherwise be Excess Withdrawals. The ING LifePay Plus rider has a death benefit that is payable upon the
owner’s death only when the ING LifePay Plus Death Benefit Base is greater than the Contract’s death benefit. The
ING LifePay Plus rider allows for spousal continuation.

ING LifePay Plus Base. The ING LifePay Plus Base is first calculated when you purchase the ING LifePay
Plus rider: On the Contract date – equal to the initial premium (excluding any credit on the premium, or premium
credit, available with your Contract); or After the Contract date – equal to the Contract value on the effective date of
the rider (excluding any premium credits applied during the preceding 36 months).

The ING LifePay Plus Base is increased, dollar for dollar, by any subsequent premiums (excluding any applicable
premium credits). We refer to the ING LifePay Plus Base as the MGWB Base in the ING LifePay Plus rider.

ESII - 147947

Withdrawals and Excess Withdrawals. Once the Lifetime Withdrawal Phase begins, withdrawals within a
contract year up to the Maximum Annual Withdrawal, including for payment of third-party investment advisory
fees, have no impact on the ING LifePay Plus Base. These withdrawals will not incur surrender charges, a
negative Market Value Adjustment associated with any Fixed Account Allocations or any premium credit
deduction (recapture).

Say for example the current Contract value is $90,000 on a Contract with the ING LifePay Plus rider in the
Lifetime Withdrawal Phase. The ING LifePay Plus Base is $100,000, and the Maximum Annual Withdrawal is
$5,000. Even though a withdrawal of $5,000 would reduce the Contract value to $85,000, the ING LifePay
Plus Base would remain at its current level (as would the Maximum Annual Withdrawal as well) since the
withdrawal did not exceed the Maximum Annual Withdrawal. See below for more information about the
Maximum Annual Withdrawal.

An Excess Withdrawal is a withdrawal either before the Lifetime Withdrawal Phase begins (except for payment
of third-party investment advisory fees), or once the Lifetime Withdrawal Phase begins, any portion of a
withdrawal during a contract year that exceeds the Maximum Annual Withdrawal. An Excess Withdrawal will
cause a pro-rata reduction of the ING LifePay Plus Base – in the same proportion as Contract value is reduced
by the portion of the withdrawal that is considered excess, inclusive of surrender charges, or Market Value
Adjustment associated with any Fixed Account Allocations or any premium credit deduction (recapture) (rather
than the total amount of the withdrawal). An Excess Withdrawal will also cause the Maximum Annual
Withdrawal to be recalculated. See Appendix G, Illustrations 1, 2 and 6 for examples of the consequences of an
Excess Withdrawal.

Please note that any withdrawals before the rider effective date in the same contract year when the ING LifePay
Plus rider is added after contract issue are counted in summing up your withdrawals in that contract year to
determine whether the Maximum Annual Withdrawal has been exceeded.

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 the ING LifePay
Plus rider upon the Annual Ratchet. You will never pay more than new issues of the ING LifePay
Plus 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 the 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.

6% Compounding Step-Up. The ING LifePay Plus Base is recalculated on each of the first ten contract

ESII - 147947

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.

Say for example that with a Contract purchased on January 1, 2007, the contract owner decides to add the ING
LifePay Plus rider on March 15, 2007. The rider effective date is April 1, 2007, which is the date of the
Contract’s next following quarterly contract anniversary. Because on January 1, 2008 a full contract year will
not have elapsed since the rider effective date, the ING LifePay Plus Base will not be eligible for a Step-up.
Rather, the first opportunity for a Step-up with this Contract is on January 1, 2009.

Lifetime Withdrawal Phase. The Lifetime Withdrawal Phase begins on the date of your first withdrawal
(except those for payment of third-party investment advisory fees), SO LONG AS the annuitant is age 59½. On this
date, the ING LifePay Plus Base is recalculated to equal the greater of the current ING LifePay Base or the current
Contract value (excluding any premium credits applied during the preceding 36 months). The Lifetime Withdrawal
Phase will continue until the earliest of:

1)	the date annuity payments begin (see “The Annuity Options”);

2)	reduction of the Contract value to zero by an Excess Withdrawal;

3)	reduction of the Contract value to zero by a withdrawal less than or equal to the Maximum Annual Withdrawal;

4)	surrender of the Contract; or

5)	the death of the owner (first owner, in the case of joint owners; annuitant, in the case of a non-natural person owner), unless your spouse beneficiary elects to continue the Contract.

The Maximum Annual Withdrawal Percentages are:

		Ages

4%		59 ½ to 64
5%		65-75

6%		76-79
7%		80+

ESII - 147947

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.

In the event on the date the Lifetime Withdrawal Phase begins the Contract value (excluding any premium
credits applied during the preceding 36 months) is greater than the ING LifePay Plus Base, then before the
Maximum Annual Withdrawal is first calculated, the ING LifePay Plus Base will be set equal to the Contract
value (excluding any premium credits applied during the preceding 36 months). The greater the ING LifePay
Plus Base, the greater the amount guaranteed to be available to you for withdrawals under the ING LifePay Plus
rider in calculating the Maximum Annual Withdrawal for the first time. Also, if the Contract’s annuity
commencement date is reached while the ING LifePay Plus rider is in the Lifetime Withdrawal Phase, then you
may elect a life only annuity option, in lieu of the Contract’s other annuity options, under which we will pay the
greater of the annuity payout under the Contract and equal annual payments of the Maximum Annual
Withdrawal. For more information about the Contract’s annuity options, see “The Annuity Options.”

Required Minimum Distributions. The ING LifePay Plus rider allows for withdrawals from a Contract
subject to the Required Minimum Distribution rules of the Tax Code that exceed the Maximum Annual
Withdrawal without causing a pro-rata reduction of the ING LifePay Plus Base and recalculation of the
Maximum Annual Withdrawal. If your Required Minimum Distribution for a calendar year (determined on a
date on or before January 31 of that year), applicable to this Contract, is greater than the Maximum Annual
Withdrawal on that date, then an Additional Withdrawal Amount will be set equal to that portion of the
Required Minimum Distribution that exceeds the Maximum Annual Withdrawal. Once you have taken the
Maximum Annual Withdrawal for the then current Contract year, the dollar amount of any additional
withdrawals will count first against and reduce any unused Additional Withdrawal Amount for the previous
calendar year followed by any Additional Withdrawal Amount for the current calendar year – without
constituting an Excess Withdrawal. See Appendix G, Illustration 3 for an example.

Withdrawals that exceed the Maximum Annual Withdrawal and all available Additional Withdrawal Amounts
are Excess Withdrawals that will cause a pro-rata reduction of the ING LifePay Plus Base and the Maximum
Annual Withdrawal to be recalculated. See Appendix G, Illustration 5 for an example of the consequences of
an Excess Withdrawal with an Additional Withdrawal Amount. The Additional Withdrawal Amount is
available on a calendar year basis and recalculated every January, reset to equal that portion of the Required
Minimum Distribution for that calendar year that exceeds the Maximum Annual Withdrawal on that date. Any
unused amount of the Additional Withdrawal Amount carries over into the next calendar year and is available
through the end of that year, at which time any amount remaining will expire. See Appendix G, Illustration 4
for an example of the Additional Withdrawal Amount being carried over. 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 the ING LifePay Plus
Rider.

Lifetime Automatic Periodic Benefit Status. The ING LifePay Plus rider enters Lifetime Automatic Periodic
Benefit Status when your Contract value is reduced to zero other than by an Excess Withdrawal. (A withdrawal in
excess of the Maximum Annual Withdrawal that causes your Contract value to be reduced to zero will terminate the
ING LifePay Plus rider.) You will no longer be entitled to make withdrawals, but instead will begin to receive
periodic payments in an annual amount equal to the Maximum Annual Withdrawal. When the rider enters Lifetime

ESII - 147947

Automatic Periodic Benefit Status: the Contract will provide no further benefits (including death benefits) other
than as provided under the ING LifePay Plus rider; no further premium payments will be accepted; and any other
riders attached to the Contract will terminate, unless otherwise specified in that rider.

During Lifetime Automatic Periodic Benefit Status, we will pay you periodic payments in an annual amount that is
equal to the Maximum Annual Withdrawal. These payments will cease upon the death of the annuitant at which
time both the rider and the Contract will terminate. The rider will remain in Lifetime Automatic Periodic Benefit
Status until it terminates without value upon the annuitant’s death.

If when the ING LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status your net withdrawals to date
are less than the Maximum Annual Withdrawal for that contract year, then we will pay you the difference
immediately. The periodic payments will begin on the first Contract anniversary following the date the rider enters
Lifetime Automatic Periodic Benefit Status and will continue to be paid annually thereafter.

In the event Contract value is reduced to zero before the Lifetime Withdrawal Phase begins, Lifetime Automatic
Periodic Benefit Status is deferred until the contract anniversary on or after the annuitant is age 59½. During this
time, the ING LifePay Plus rider’s death benefit remains payable upon the annuitant’s death. 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). Once the ING LifePay Plus rider enters the Lifetime Automatic Periodic
Benefit Status, periodic payments will begin in an annual amount equal to the applicable Maximum Annual
Withdrawal Percentage, based on the annuitant’s age, multiplied by the ING LifePay Plus Base.

You may elect to receive systematic withdrawals pursuant to the terms of the Contract. Under a systematic
withdrawal, either a fixed amount or an amount based upon a percentage of the contract value will be withdrawn
from your contract and paid to you on a scheduled basis, either monthly, quarterly or annually. If, at the time the
rider enters Lifetime Automatic Periodic Benefit Status, you are receiving systematic withdrawals under the
Contract more frequently than annually, the periodic payments will be made at the same frequency in equal amounts
such that the sum of the payments in each Contract year will equal the annual Maximum Annual Withdrawal. Such
payments will be made on the same payment dates as previously set up, if the payments were being made monthly
or quarterly. If the payments were being made annually, then the payments will be made on each following contract
anniversary.

Investment Option Restrictions. While the ING LifePay Plus 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. 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 ING LifePay Plus 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: [TO BE UPDATED BY AMENDMENT.]

ESII - 147947

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 WisdomTree^SMGlobal 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.

Fixed Allocation Funds. Currently, the Fixed Allocation Funds: [TO BE UPDATED BY AMENDMENT.]

ING American Funds Bond Portfolio;
ING Lehman Brothers U.S. Aggregate Bond Index Portfolio;
ING PIMCO Core Bond Portfolio; and
ING VP Intermediate Bond Portfolio.

You may allocate your contract value to one or more of the Fixed Allocation Funds. We consider the ING VP
Intermediate Bond Portfolio to be the default Fixed Allocation Fund with Fixed Allocation Funds Automatic
Rebalancing.

Other Funds. All portfolios available under the Contract other than Accepted Funds or the Fixed Allocation
Funds are considered Other Funds.

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 ING LifePay Plus Rebalancing Date, 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. Accepted Funds are excluded from Fixed Allocation Funds Automatic Rebalancing. Any
rebalancing is done on a pro-rata basis from the Other Funds to the Fixed Allocation Funds and will be the last
transaction processed on that date. The ING LifePay Plus Rebalancing Dates occur on each Contract
anniversary and after the following transactions:

1)	receipt of additional premiums;

2)	transfer or reallocation among the Fixed Allocation Funds or Other Funds, whether automatic or specifically directed by you;

3)	withdrawals from the Fixed Allocation Funds or Other Funds.

ESII - 147947

Fixed Allocation Funds Automatic Rebalancing is separate from any other automatic rebalancing under the
Contract. However, if the other automatic rebalancing under the Contract causes the allocations to be out of
compliance with the investment option restrictions noted above, Fixed Allocation Funds Automatic
Rebalancing will occur immediately after the automatic rebalancing to restore the required allocations. See
“Appendix H – Examples of Fixed Allocation Funds Automatic Rebalancing.” You will be notified that Fixed
Allocation Funds Automatic Rebalancing has occurred, along with your new allocations, by a confirmation
statement that will be mailed to you after Fixed Allocation Funds Automatic Rebalancing has occurred.

In certain circumstances, Fixed Allocation Funds Automatic Rebalancing may result in a reallocation into the
Fixed Allocation Funds even if you have not previously been invested in it. See “Appendix H – Examples of
Fixed Allocation Funds Automatic Rebalancing, Example I.” By electing to purchase the ING LifePay Plus
rider, you are providing the Company with direction and authorization to process these transactions,
including reallocations into the Fixed Allocation Funds. You should not purchase the ING LifePay Plus
rider if you do not wish to have your Contract value reallocated in this manner.

Death of Owner or Annuitant. The ING LifePay Plus rider terminates (with the rider’s charges pro-rated) on
the date of death of the owner (or in the case of joint owners, the first owner), or the annuitant if there is a non-
natural owner. Also, an ING LifePay Plus rider that is in Lifetime Automatic Periodic Benefit Status terminates on
the date of the annuitant’s death.

ING LifePay Plus Death Benefit Base. The ING LifePay Plus rider has a death benefit that is payable upon
the owner’s death only when the ING LifePay Plus Death Benefit Base is greater than the Contract’s death
benefit. The ING LifePay Plus Death Benefit Base is first calculated when you purchase the ING LifePay Plus
rider: On the Contract date – equal to the initial premium (excluding any credit on the premium, or premium
credit, available with your Contract); Or after the Contract date – equal to the Contract value on the rider
effective date (excluding any premium credits applied during the preceding 36 months).

The ING LifePay Plus Death Benefit Base is increased by the dollar amount of any subsequent premiums
(excluding any applicable premium credits) and subject to any withdrawal adjustments. The ING LifePay Plus
Death Benefit Base is reduced by the dollar amount of any withdrawals for payment of third-party investment
advisory fees before the Lifetime Withdrawal Phase begins, and for any withdrawals once the Lifetime
Withdrawal Phase begins that are not Excess Withdrawals, including withdrawals for payment of third-party
investment advisory fees. The ING LifePay Plus Death Benefit Base is subject to a pro-rata reduction for an
Excess Withdrawal. Please see “ING LifePay Plus Base - Withdrawals and Excess Withdrawals” above for
more information.

There is no additional charge for the death benefit associated with the ING LifePay Plus rider. 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).

In the event the ING LifePay Plus Death Benefit Base is greater than zero when the ING LifePay Plus rider
enters Lifetime Automatic Periodic Benefit Status, each periodic payment reduces the ING LifePay Plus Death
Benefit Base dollar for dollar until the earlier date of the ING LifePay Plus Death Benefit Base being reduced to
zero or the annuitant’s death. Upon the annuitant’s death, any remaining ING LifePay Plus death benefit is
payable to the beneficiary in a lump sum.

Spousal Continuation. If the surviving spouse of the deceased owner continues the Contract (see “Death
Benefit Choices – Continuation After Death – Spouse”), the rider will also continue on the next quarterly
contract anniversary, provided the spouse becomes the annuitant and sole owner. At that time, the ING LifePay
Plus Base is recalculated to equal the Contract value (excluding any premium credits applied after the deceased
owner’s death), inclusive of the guaranteed death benefit – UNLESS the continuing spouse is a joint owner and
the original annuitant, OR the Lifetime Withdrawal Phase has not yet begun. In this case, the ING LifePay Plus
Base is recalculated to equal the greater of: the Contract value (excluding any premium credits applied after
the deceased owner’s death), inclusive of the guaranteed death benefit; and the last calculated ING LifePay

ESII - 147947

Plus Base, subject to pro-rata adjustment for any withdrawals before spousal continuation.

The Maximum Annual Withdrawal is also recalculated; however, there is no Maximum Annual Withdrawal
upon spousal continuation until the Lifetime Withdrawal Phase begins on the date of the first withdrawal after
spousal continuation, SO LONG AS the annuitant is age 59½. The Maximum Annual Withdrawal is
recalculated to equal the applicable Maximum Annual Withdrawal Percentage, based on the new annuitant’s
age, multiplied by the ING LifePay Plus Base. There is no adjustment to the Additional Withdrawal Amount
upon spousal continuation of the ING LifePay Plus rider for a Contract subject to the Required Minimum
Distribution rules of the Tax Code. Any withdrawals before the owner’s death and spousal continuation are
counted in summing up your withdrawals in that contract year to determine whether the Maximum Annual
Withdrawal has been exceeded.

Please note, if the Contract value (excluding any premium credits applied during the preceding 36 months) is
greater than the ING LifePay Plus Base on the date the Lifetime Withdrawal Phase begins, then the ING
LifePay Plus Base will be set equal to the Contract value (excluding any premium credits applied during the
preceding 36 months) before the Maximum Annual Withdrawal is first calculated. Also, upon spousal
continuation, the ING LifePay Plus Death Benefit Base equals the ING LifePay Plus Death Benefit Base before
the owner’s death, subject to any pro-rata adjustment for any withdrawals before spousal continuation of the
rider.

Contrary to the ING Joint LifePay Plus rider, spousal continuation of the ING LifePay Plus rider would likely
NOT take effect at the same time as the Contract is continued. As noted above, the ING LifePay Plus rider
provides for spousal continuation only on a quarterly contract anniversary (subject to the spouse becoming the
annuitant and sole owner). So if you are concerned about the availability of benefits being interrupted with
spousal continuation of the ING LifePay Plus rider, you might instead want to purchase the ING Joint LifePay
Plus rider.

Change of Owner or Annuitant. The ING LifePay Plus rider terminates (with the rider’s charge pro-rated)
upon any ownership change or change of annuitant, except for:

1)	spousal continuation as described above;

2)	change of owner from one custodian to another custodian;

3)	change of owner from a custodian for the benefit of an individual to the same individual;

4)	change of owner from an individual to a custodian for the benefit of the same individual;

5)	collateral assignments;

6)	change in trust as owner where the individual owner and the grantor of the trust are the same individual;

7)	change of owner from an individual to a trust where the individual owner and the grantor of the trust are the same individual;

8)	change of owner from a trust to an individual where the individual owner and the grantor of the trust are the same individual; and

9)	change of owner pursuant to a court order.

ESII - 147947

Important Note:
The below information pertains to the form of the ING Joint LifePay Plus
rider available for sale beginning on and after April 28, 2008 through May 1, 2009, in states where
approved. If this form of the ING Joint LifePay Plus rider is not yet approved for sale in your state, or if
you purchased a prior version, please see page J28.

ING Joint LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING Joint LifePay Plus”) Rider. The
ING Joint LifePay Plus rider generally provides, subject to the restrictions and limitations below, that we will
guarantee a minimum level of annual withdrawals from the Contract for the lifetime of both you and your spouse,
even if these withdrawals reduce your Contract value to zero. You may wish to purchase this rider if you are
married and concerned that you and your spouse may outlive your income.

Eligibility. The
ING Joint LifePay Plus rider is only available for purchase by individuals who are married at the time of purchase
(spouses) and eligible to elect spousal continuation (as defined by the Tax Code) of the Contract when the death
benefit becomes payable, subject to the owner, annuitant and beneficiary requirements below. The maximum issue
age is 80. Both spouses must meet the issue age requirement. The issue age is the age of each owner on the rider
effective date. The ING Joint LifePay Plus rider is subject to broker/dealer availability. Please note that the ING
Joint LifePay Plus rider will not be issued unless the required owner, annuitant and beneficiary designations
are met, and until your contract value is allocated in accordance with the investment option restrictions
described in “Investment Option Restrictions,” below.

Contracts issued on and after November 1, 2004 are eligible for the ING Joint LifePay Plus rider, subject to the
conditions, requirements and limitations of the prior paragraph. Such Contracts must not already have a living
benefit rider. Or if your Contract already has the ING Joint LifePay or ING Joint LifePay Plus rider, then you may
be eligible to elect this version of the ING Joint LifePay Plus rider for a limited time. There is an election form for
this purpose. Please contact the Customer Service Center for more information.

Owner, Annuitant and Beneficiary Designations. For nonqualified contracts: Joint owners must be spouses,
and one of the owners the annuitant; and For a Contract with only one owner, the owner’s spouse must be the
sole primary beneficiary. For qualified contracts, there may only be one owner who must also be the annuitant,
and then the owner’s spouse must also be the sole primary beneficiary. Non-natural, custodial owners are only
allowed with IRAs. Owner and beneficiary designations for custodial IRAs must be the same as for any other
qualified contract. The annuitant must be the beneficial owner of the custodial IRA. We require the custodian
to provide us the name and date of birth of both the owner and owner’s spouse. We do not maintain individual
owner and beneficiary designations for custodial IRAs. In no event are joint annuitants allowed. We reserve
the right to verify the date of birth and social security number of both spouses.

Rider Effective Date. The rider effective date is the date that coverage under the ING Joint LifePay Plus rider
begins. If you purchase the ING Joint LifePay Plus rider when the Contract is issued, the rider effective date is
also the Contract date. If the ING Joint LifePay Plus rider is added after contract issue, the rider effective date
will be the date of the Contract’s next following quarterly contract anniversary. A quarterly contract
anniversary occurs once each quarter of a contract year from the contract date.

Active Spouse. An Active Spouse is the person (people) upon whose life and age the guarantees are calculated
under the ING Joint LifePay Plus rider. There must be two Active Spouses when you purchase the ING Joint
LifePay Plus rider, who are married to each other and either are joint owners, or for a Contract with only one
owner, the spouse must be the sole primary beneficiary. You cannot add an Active Spouse after the rider
effective date. In general, changes in ownership of the Contract, the annuitant and/or beneficiary would result
in one spouse being deactivated (the spouse is thereafter inactive). An inactive spouse is not eligible to exercise
any rights or receive any benefits under the ING Joint LifePay Plus rider, including continuing the ING Joint
LifePay Plus rider upon spousal continuation of the Contract. Once an Active Spouse is deactivated, the spouse
may not become an Active Spouse again. Specific situations that would result in a spouse being deactivated
include:

ESII - 147947

J10

1)	for nonqualified contracts where the spouses are joint owners, the removal of a joint owner (if that spouse does not automatically become sole primary beneficiary pursuant to the terms of the Contract), or the change of one joint owner to a person other than an Active Spouse;

2)	for nonqualified contracts where one spouse is the owner and the other spouse is the sole primary beneficiary, as well as for IRA contracts (including custodial IRAs), the addition of a joint owner who is not also an Active Spouse or any change of beneficiary (including the addition of primary beneficiaries); or

3)	the spouse’s death.

Maximum Annual Charge		Current Annual Charge

1.50%		1.05%

This quarterly charge is a percentage of the ING LifePay Plus Base. The current annual charge is 0.95% if this
rider was purchased before January 12, 2009. We deduct the charge in arrears based on the contract date
(contract year versus calendar year). In arrears means the first charge is deducted at the end of the first quarter
following the rider effective date. If the rider is elected at contract issue, the rider effective date is the same as
the contract date. If the rider is added after contract issue, the rider effective date will be the date of the
Contract’s next following quarterly contract anniversary. A quarterly contract anniversary occurs once each
quarter of a contract year from the contract date. The charge will be pro-rated when the rider is terminated.
Charges will no longer be deducted once your rider enters the Lifetime Automatic Periodic Benefit Status.
Lifetime Automatic Periodic Benefit Status occurs when your contract value is reduced to zero and other
conditions are met. We reserve the right to increase the charge for the ING Joint LifePay Plus rider upon
the Annual Ratchet once the Lifetime Withdrawal Phase begins. Before January 12, 2009, we reserve
the right to increase the charge for the ING Joint LifePay Plus rider upon a Quarterly Ratchet once the Lifetime
Withdrawal Phase begins. You will never pay more than new issues of this rider, subject to the maximum
annual charge. We promise not to increase the charge for your first five contract years. For more information
about how this rider works, please see “Living Benefit Riders – ING Joint LifePay Plus Minimum Guaranteed
Withdrawal Benefit (“ING Joint LifePay Plus”) Rider.”

If the contract value in the subaccounts is insufficient for the charge, then we deduct it from any Fixed Interest
Allocations, in which case a Market Value Adjustment may apply. But currently, a Market Value Adjustment
would not apply when this charge is deducted from a Fixed Interest Allocation. With Fixed Interest
Allocations, we deduct the charge from the Fixed Interest Allocation having the nearest maturity. For more
information about the Fixed Interest Allocation, including the Market Value Adjustment, please see Appendix
C.

No Cancellation. Once you purchase the ING Joint LifePay Plus rider, you may not cancel it unless you: a)
cancel the Contract during the Contract’s free look period; b) surrender the Contract; c) begin the income phase
and start receiving annuity payments; or d) otherwise terminate the Contract pursuant to its terms. These events
automatically cancel the ING Joint LifePay Plus rider.

Termination. The ING Joint LifePay Plus rider is a “living benefit,” which means the guaranteed benefits
offered are intended to be available to you and your spouse while you are living and while your Contract is in
the accumulation phase. The optional rider automatically terminates if you: Terminate your Contract pursuant

ESII - 147947

J11

to its terms during the accumulation phase, surrender your Contract, or begin receiving income phase payments
in lieu of payments under the ING Joint LifePay Plus rider; or Die during the accumulation phase (first owner to
die if there are multiple Contract owners, or death of annuitant if Contract owner is not a natural person), unless
your spouse beneficiary elects to continue the Contract (and your spouse is an Active Spouse). The ING Joint
LifePay Plus rider also terminates with a change in Contract ownership (other than a spousal beneficiary
continuation on your death by an Active Spouse). Other circumstances that may cause the ING Joint LifePay
Plus rider to terminate automatically are discussed below.

Highlights. This paragraph introduces the terminology of the ING Joint LifePay Plus rider and how its
components generally work together. Benefits and guarantees are subject to the terms, conditions and limitations of
the ING Joint LifePay Plus rider. More detailed information follows below, with the capitalized words that are
underlined indicating headings for ease of reference. The ING Joint LifePay Plus rider guarantees an amount
available for withdrawal from the Contract in any contract year once the Lifetime Withdrawal Phase begins – we use
the ING LifePay Plus Base as part of the calculation of the Maximum Annual Withdrawal. The guarantee continues
when the ING Joint LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status, at which time we will pay
you periodic payments in an annual amount equal to the Maximum Annual Withdrawal (since Contract value would
be zero) until the last Active Spouse’s death. 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. The ING Joint LifePay Plus rider
has an allowance for withdrawals from a Contract subject to the Required Minimum Distribution rules of the Tax
Code that would otherwise be Excess Withdrawals. The ING Joint LifePay Plus rider has a death benefit that is
payable upon the owner’s death only when the ING LifePay Plus Death Benefit Base is greater than the Contract’s
death benefit. The ING Joint LifePay Plus rider allows for spousal continuation.

ING LifePay Plus Base. The ING LifePay Plus Base is first calculated when you purchase the ING Joint
LifePay Plus rider: On the Contract date – equal to the initial premium; or After the Contract date – equal to the
Contract value on the effective date of the rider.

The ING LifePay Plus Base is increased, dollar for dollar, by any subsequent premiums. We refer to the ING
LifePay Plus Base as the MGWB Base in the ING Joint LifePay Plus rider.

Withdrawals and Excess Withdrawals. Once the Lifetime Withdrawal Phase begins, withdrawals within a
contract year up to the Maximum Annual Withdrawal, including for payment of third-party investment advisory
fees, have no impact on the ING LifePay Plus Base. These withdrawals will not incur surrender charges or a
negative Market Value Adjustment associated with any Fixed Account Allocations.

Say for example the current Contract value is $90,000 on a Contract with the ING Joint LifePay Plus rider in
the Lifetime Withdrawal Phase. The ING LifePay Plus Base is $100,000, and the Maximum Annual
Withdrawal is $5,000. Even though a withdrawal of $5,000 would reduce the Contract value to $85,000, the
ING LifePay Plus Base would remain at its current level (as would the Maximum Annual Withdrawal as well)
since the withdrawal did not exceed the Maximum Annual Withdrawal. See below for more information about
the Maximum Annual Withdrawal.

An Excess Withdrawal is a withdrawal either before the Lifetime Withdrawal Phase begins (except for payment
of third-party investment advisory fees), or once the Lifetime Withdrawal Phase begins, any portion of a
withdrawal during a contract year that exceeds the Maximum Annual Withdrawal. An Excess Withdrawal will
cause a pro-rata reduction of the ING LifePay Plus Base – in the same proportion as Contract value is reduced
by the portion of the withdrawal that is considered excess, inclusive of surrender charges, or Market Value
Adjustment associated with any Fixed Account Allocations (rather than the total amount of the withdrawal).
An Excess Withdrawal will also cause the Maximum Annual Withdrawal to be recalculated. See Appendix H,
Illustrations 1, 2 and 6 for examples of the consequences of an Excess Withdrawal.

Please note that any withdrawals before the rider effective date in the same contract year when the ING Joint
LifePay Plus rider is added after contract issue are counted in summing up your withdrawals in that contract
year to determine whether the Maximum Annual Withdrawal has been exceeded.

ESII - 147947

J12

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. 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 the ING Joint
LifePay Plus rider upon the Annual Ratchet. You will never pay more than new issues of the ING
Joint LifePay Plus 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 the forthcoming Annua 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.

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; and
the ING LifePay Plus Base on the previous contract anniversary, increased by 6%, plus any premiums
received 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 the 7% Compounding
Step-Up. The 7% Compounding Step-Up is not pro-rated.

Say for example that with a Contract purchased on January 1, 2007, the contract owner decides to add the ING
Joint LifePay Plus rider on March 15, 2007. The rider effective date is April 1, 2007, which is the date of the
Contract’s next following quarterly contract anniversary. Because on January 1, 2008 a full contract year will
not have elapsed since the rider effective date, the ING LifePay Plus Base will not be eligible for a step-up.
Rather, the first opportunity for a step-up with this Contract is on January 1, 2009.

Lifetime Withdrawal Phase. The Lifetime Withdrawal Phase begins on the date of your first withdrawal
(except those for payment of third-party investment advisory fees), SO LONG AS the youngest Active Spouse is
age 59½. On this date, the ING LifePay Plus Base is recalculated to equal the greater of the current ING LifePay
Base or the current Contract value. The Lifetime Withdrawal Phase will continue until the earliest of:

ESII - 147947

J13

1)	the date annuity payments begin (see “The Annuity Options”);

2)	reduction of the Contract value to zero by an Excess Withdrawal;

3)	reduction of the Contract value to zero by a withdrawal less than or equal to the Maximum Annual Withdrawal;

4)	surrender of the Contract;

5)	the death of the owner (first owner, in the case of joint owners; annuitant, in the case of a non-natural person owner), unless your spouse beneficiary is an Active Spouse who elects to continue the Contract; or

6)	the last Active Spouse dies.

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+

ESII - 147947

J14

Withdrawal without causing a pro-rata reduction of the ING LifePay Plus Base and recalculation of the
Maximum Annual Withdrawal. If your Required Minimum Distribution for a calendar year (determined on a
date on or before January 31 of that year), applicable to this Contract, is greater than the Maximum Annual
Withdrawal on that date, then an Additional Withdrawal Amount will be set equal to that portion of the
Required Minimum Distribution that exceeds the Maximum Annual Withdrawal. Once you have taken the
Maximum Annual Withdrawal for the then current Contract year, the dollar amount of any additional
withdrawals will count first against and reduce any unused Additional Withdrawal Amount for the previous
calendar year followed by any Additional Withdrawal Amount for the current calendar year – without
constituting an Excess Withdrawal. See Appendix H, Illustration 3 for an example.

Withdrawals that exceed the Maximum Annual Withdrawal and all available Additional Withdrawal Amounts
are Excess Withdrawals that will cause a pro-rata reduction of the ING LifePay Plus Base and the Maximum
Annual Withdrawal to be recalculated. See Appendix H, Illustration 5 for an example of the consequences of
an Excess Withdrawal with an Additional Withdrawal Amount. The Additional Withdrawal Amount is
available on a calendar year basis and recalculated every January, reset to equal that portion of the Required
Minimum Distribution for that calendar year that exceeds the Maximum Annual Withdrawal on that date. Any
unused amount of the Additional Withdrawal Amount carries over into the next calendar year and is available
through the end of that year, at which time any amount remaining will expire. See Appendix H, Illustration 4
for an example of the Additional Withdrawal Amount being carried over. 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 the ING Joint LifePay
Plus Rider.

Lifetime Automatic Periodic Benefit Status. The ING Joint LifePay Plus rider enters Lifetime Automatic
Periodic Benefit Status when your Contract value is reduced to zero other than by an Excess Withdrawal. (A
withdrawal in excess of the Maximum Annual Withdrawal that causes your Contract value to be reduced to zero will
terminate the ING Joint LifePay Plus rider.) You will no longer be entitled to make withdrawals, but instead will
begin to receive periodic payments in an annual amount equal to the Maximum Annual Withdrawal. When the rider
enters Lifetime Automatic Periodic Benefit Status: the Contract will provide no further benefits (including death
benefits) other than as provided under the ING Joint LifePay Plus rider; no further premium payments will be
accepted; and any other riders attached to the Contract will terminate, unless otherwise specified in that rider.

During Lifetime Automatic Periodic Benefit Status, we will pay you periodic payments in an annual amount that is
equal to the Maximum Annual Withdrawal. These payments will cease upon the death of the last Active Spouse at
which time both the rider and the Contract will terminate. The rider will remain in Lifetime Automatic Periodic
Benefit Status until it terminates without value upon the last Active Spouse’s death.

If when the ING Joint LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status your net withdrawals to
date are less than the Maximum Annual Withdrawal for that contract year, then we will pay you the difference
immediately. The periodic payments will begin on the first Contract anniversary following the date the rider enters
Lifetime Automatic Periodic Benefit Status and will continue to be paid annually thereafter.

In the event Contract value is reduced to zero before the Lifetime Withdrawal Phase begins, Lifetime Automatic
Periodic Benefit Status is deferred until the contract anniversary on or after the youngest Active Spouse is age 59½.
During this time, the ING Joint LifePay Plus rider’s death benefit remains payable upon the last Active Spouse’s
death. 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). Once the ING Joint LifePay Plus rider enters the
Lifetime Automatic Periodic Benefit Status, periodic payments will begin in an annual amount equal to the
applicable Maximum Annual Withdrawal Percentage, based on the youngest Active Spouse’s age, multiplied by the
ING LifePay Plus Base. If an Active Spouse were to die while Lifetime Automatic Periodic Benefit Status is
deferred, then when the ING Joint LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status, and the
annual amount of the periodic payments, would be based on the remaining Active Spouse’s age.

You may elect to receive systematic withdrawals pursuant to the terms of the Contract. Under a systematic
withdrawal, either a fixed amount or an amount based upon a percentage of the contract value will be withdrawn
from your contract and paid to you on a scheduled basis, either monthly, quarterly or annually. If, at the time the

ESII - 147947

J15

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. We have these investment option restrictions to
lessen the likelihood we would have to make payments under with this rider. We require this allocation regardless
of your investment instructions to the Contract. The ING Joint LifePay Plus 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: [TO BE UPDATED BY AMENDMENT.]

BlackRock Global Allocation V.I. Portfolio
ING American Funds Asset Allocation Portfolio
ING American Funds World Allocation Portfolio
ING LifeStyle Conservative Portfolio
ING LifeStyle Growth Portfolio

ING LifeStyle Moderate Growth Portfolio
ING LifeStyle Moderate Portfolio
ING Liquid Assets Portfolio

ING MFS Total Return Portfolio
ING Oppenheimer Active Asset Allocation Portfolio
ING Russell Global Large Cap Index 85% Portfolio
ING T. Rowe Price Capital Appreciation Portfolio
ING Van Kampen Global Tactical Asset Allocation
Portfolio
ING Van Kampen Equity and Income Portfolio
Fixed Interest Allocation



	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 WisdomTree^SMGlobal 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

ESII - 147947

J16

Contract value allocated to such portfolios after the date of the change.

Fixed Allocation Funds. Currently, the Fixed Allocation Funds are: [TO BE UPDATED BY
AMENDMENT.]

ING American Funds Bond Portfolio;
ING Lehman Brothers U.S. Aggregate Bond Index Portfolio;
ING PIMCO Core Bond Portfolio; and
ING VP Intermediate Bond Portfolio.

You may allocate your contract value to one or more Fixed Allocation Funds. We consider the ING VP
Intermediate Bond Portfolio to be the default Fixed Allocation Fund with Fixed Allocation Funds Automatic
Rebalancing.

Other Funds. All portfolios available under the Contract other than Accepted Funds or the Fixed Allocation
Funds are considered Other Funds.

Fixed Allocation Funds Automatic Rebalancing. If the Contract value in the Fixed Allocation Funds is less
than the specified percentage of the total Contract value allocated among the Fixed Allocation Funds and
Other Funds on any ING Joint LifePay Plus Rebalancing Date, 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. Accepted Funds are excluded from Fixed Allocation Funds Automatic Rebalancing. Any rebalancing is
done on a pro-rata basis from the Other Funds to the Fixed Allocation Funds and will be the last transaction
processed on that date. The ING Joint LifePay Plus Rebalancing Dates occur on each Contract anniversary and
after the following transactions:

1)	receipt of additional premiums;

2)	transfer or reallocation among the Fixed Allocation Funds or Other Funds, whether automatic or specifically directed by you;

3)	withdrawals from the Fixed Allocation Funds or Other Funds.

ESII - 147947

J17

will be no change in the amount of your periodic payments. Payments will continue until both spouses are deceased.

Death of Owner or Annuitant. The ING Joint LifePay Plus rider terminates (with the rider’s charges pro-
rated) on the earlier of the date of death of the last Active Spouse, or when the surviving spouse decides not to
continue the Contract.

ING LifePay Plus Death Benefit Base. The ING Joint LifePay Plus rider has a death benefit that is payable
upon the first owner’s death only when the ING LifePay Plus Death Benefit Base is greater than the Contract’s
death benefit. The ING LifePay Plus Death Benefit Base is first calculated when you purchase the ING Joint
LifePay Plus rider: On the Contract date – equal to the initial premium; Or after the Contract date – equal to the
Contract value on the rider effective date.

The ING LifePay Plus Death Benefit Base is increased by the dollar amount of any subsequent premiums and
subject to any withdrawal adjustments. The ING LifePay Plus Death Benefit Base is reduced by the dollar
amount of any withdrawals for payment of third-party investment advisory fees before the Lifetime Withdrawal
Phase begins, and for any withdrawals once the Lifetime Withdrawal Phase begins that are not Excess
Withdrawals, including withdrawals for payment of third-party investment advisory fees. The ING LifePay
Plus Death Benefit Base is subject to a pro-rata reduction for an Excess Withdrawal. Please see “ING LifePay
Plus Base – Withdrawals and Excess Withdrawals” above for more information.

There is no additional charge for the death benefit associated with the ING Joint LifePay Plus rider. 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).

In the event the ING LifePay Plus Death Benefit Base is greater than zero when the ING Joint LifePay Plus
rider enters Lifetime Automatic Periodic Benefit Status, each periodic payment reduces the ING LifePay Plus
Death Benefit Base dollar for dollar until the earlier date of the ING LifePay Plus Death Benefit Base being
reduced to zero or the last Active Spouse’s death. Upon the last Active Spouse’s death, any remaining ING
LifePay Plus death benefit is payable to the beneficiary in a lump sum.

Spousal Continuation. If the surviving spouse of the deceased owner continues the Contract (see “Death
Benefit Choices – Continuation After Death – Spouse”), the rider will also continue, SO LONG AS the
surviving spouse in an Active Spouse. At that time the ING LifePay Plus Base is recalculated to equal the
greater of: the Contract value, inclusive of the guaranteed death benefit; and the last calculated ING LifePay
Plus Base, subject to pro-rata adjustment for any withdrawals before spousal continuation.

The Maximum Annual Withdrawal is also recalculated; however, there is no Maximum Annual Withdrawal
upon spousal continuation until the Lifetime Withdrawal Phase begins on the date of the first withdrawal after
spousal continuation, SO LONG AS the last Active Spouse is age 59½. The Maximum Annual Withdrawal is
recalculated to equal the applicable Maximum Annual Withdrawal Percentage, based on the last Active
Spouse’s age, multiplied by the ING LifePay Plus Base. There is no adjustment to the Additional Withdrawal
Amount upon spousal continuation of the ING Joint LifePay Plus rider for a Contract subject to the Required
Minimum Distribution rules of the Tax Code. Any withdrawals before the owner’s death and spousal
continuation are counted in summing up your withdrawals in that contract year to determine whether the
Maximum Annual Withdrawal has been exceeded.

Please note, if the Contract value is greater than the ING LifePay Plus Base on the date the Lifetime Withdrawal
Phase begins, then the ING LifePay Plus Base will be set equal to the Contract value before the Maximum
Annual Withdrawal is first calculated. Also, upon spousal continuation, the ING LifePay Plus Death Benefit
Base equals the ING LifePay Plus Death Benefit Base before the owner’s death, subject to any pro-rata
adjustment for any withdrawals before spousal continuation of the rider.

Change of Owner or Annuitant. The ING Joint LifePay Plus rider terminates (with the rider’s charge pro-
rated) upon an ownership change or change of annuitant, except for:

ESII - 147947

J18

1)	spousal continuation as described above;

2)	change of owner from one custodian to another custodian;

3)	change of owner from a custodian for the benefit of an individual to the same individual (owner’s spouse must be named sole primary beneficiary to remain an Active Spouse);

4)	change of owner from an individual to a custodian for the benefit of the same individual;

5)	collateral assignments;

6)	for nonqualified contracts only, the addition of a joint owner, provided the added joint owner is the original owner’s spouse and is an Active Spouse when added as a joint owner;

7)	for nonqualified contracts only, the removal of a joint owner, provided the removed joint owner is an Active Spouse and becomes the sole primary beneficiary; and

8)	change of owner where the owner becomes the sole primary beneficiary and the sole primary beneficiary becomes the owner, provided both spouses are Active Spouses at the time of the change.

Important Note:
The information immediately below pertains to the form of the ING LifePay Plus rider available for sale on
and after August 20, 2007 through April 28, 2008 in states where approved.

ING LifePay Plus Minimum Guaranteed Withdrawal Benefit (“ING LifePay Plus”) Rider. The ING LifePay
Plus rider generally provides, subject to the restrictions and limitations below, that we will guarantee a minimum
level of annual withdrawals from the Contract for the lifetime of the annuitant, even if these withdrawals deplete
your Contract value to zero. You may wish to purchase this rider if you are concerned that you may outlive your
income.

Purchase. In order to elect the ING LifePay Plus rider, the annuitant must be the owner or one of the owners,
unless the owner is a non-natural owner. Joint annuitants are not allowed. The maximum issue age is 80. The issue
age is the age of the owner (or the annuitant if there are joint owners or the owner is non-natural) on the Contract
anniversary on which the rider is effective. Some broker-dealers may limit the availability of the rider to younger
ages. The ING LifePay Plus rider is available for Contracts issued on and after August 20, 2007 (subject to
availability and state approvals) that do not already have a living benefit rider. The ING LifePay Plus rider will not
be issued if the initial allocation to investment options is not in accordance with the investment option restrictions
described in “Investment Option Restrictions,” below. The Company in its discretion may allow the rider to be
elected after a contract has been issued without it, subject to certain conditions. Contact the Customer Service
Center for more information. Such election must be received in good order, including compliance with the
investment restrictions described below. The rider will be effective as of the following quarterly Contract
anniversary.

Rider Date. The rider date is the date the ING LifePay Plus rider becomes effective. If you purchase the ING
LifePay Plus rider when the Contract is issued, the rider date is also the Contract date.

Charge. The charge for the ING LifePay Plus rider, a living benefit, is deducted quarterly from your contract

ESII - 147947

J19

value:

Maximum Annual Charge		Current Annual Charge

2.00%		0.60%

1)	annuitize, surrender or otherwise terminate your Contract during the accumulation phase; or

2)	die during the accumulation phase (first owner to die if there are multiple Contract owners, or death of annuitant if Contract owner is not a natural person), unless your spouse beneficiary elects to continue the Contract.

The ING LifePay Plus rider will also terminate if there is a change in Contract ownership (other than a spousal
beneficiary continuation on your death). Other circumstances that may cause the ING LifePay Plus rider to
terminate automatically are discussed below.

Guaranteed Withdrawal Status. This status begins on the date of the first withdrawal, ONLY IF the quarterly
contract anniversary following the annuitant reaching age 59½ has not yet passed. While the ING LifePay Plus rider
is in Guaranteed Withdrawal Status, withdrawals in a contract year up to the Maximum Annual Withdrawal will
reduce the ING LifePay Plus Base dollar-for-dollar. This status will then continue until the earliest of:

1)	quarterly contract anniversary following the annuitant reaching age 59½, provided the contract owner does not decline the change to Lifetime Guaranteed Withdrawal Status;

2)	reduction of the ING LifePay Plus Base to zero, at which time the rider will terminate;

3)	the annuity commencement date;

4)	reduction of the Contract value to zero by a withdrawal in excess of the Maximum Annual Withdrawal;

ESII - 147947

J20

5)	reduction of the Contract value to zero by a withdrawal less than or equal to the Maximum Annual Withdrawal (see “Automatic Periodic Benefit Status,” below);

6)	the surrender or annuitization of the Contract; or

7)	the death of the owner (first owner, in the case of joint owners; annuitant, in the case of a non-natural person owner), unless your spouse beneficiary elects to continue the Contract.

Please note that withdrawals while in the ING LifePay Plus rider is in Guaranteed Withdrawal Status are not
guaranteed for the lifetime of the annuitant.

Lifetime Guaranteed Withdrawal Status. This status begins on the date of your first withdrawal, provided
the quarterly contract anniversary following the annuitant’s age 59½ has passed. If your first withdrawal is taken
before this date, then the Lifetime Guaranteed Withdrawal Status will automatically begin on the quarterly contract
anniversary following the annuitant reaching age 59½. This status continues until the earliest of:

1)	the annuity commencement date;

2)	reduction of the Contract value to zero by a withdrawal in excess of the Maximum Annual Withdrawal;

3)	reduction of the Contract value to zero by a withdrawal less than or equal to the Maximum Annual Withdrawal (see “Lifetime Automatic Periodic Benefit Status,” below);

4)	the surrender or annuitization of the Contract; or

5)	the death of the owner (first owner, in the case of joint owners; annuitant, in the case of a non-natural person owner), unless your spouse beneficiary elects to continue the Contract.

You will receive prior notice, of not less than 30 days, if you are in the Guaranteed Withdrawal Status and become
eligible for the Lifetime Guaranteed Withdrawal Status. This notice will explain the change, its impact to you and
your options. You may decline this change. Automatic reset into the Lifetime Guaranteed Withdrawal Status could
result in a lower Maximum Annual Withdrawal. However, this action will also apply to all future resets (see below)
and cannot be reversed. As described below, certain features of the ING LifePay Plus rider may differ depending
upon whether you are in Lifetime Guaranteed Withdrawal Status.

How the ING LifePay Plus Rider Works. The ING LifePay Plus Withdrawal Benefit rider has two phases.
The first phase, called the Growth Phase, begins on the effective date of the rider and ends as of the business day
before the first withdrawal is taken (or when the annuity commencement date is reached). The second phase is
called the Withdrawal Phase. This phase begins as of the date of the first withdrawal or the annuity commencement
date, whichever occurs first.

Benefits paid under the ING LifePay Plus rider require the calculation of the Maximum Annual Withdrawal. The
ING LifePay Plus Base (referred to as the “MGWB Base” in the Contract) is used to determine the Maximum
Annual Withdrawal and is calculated as follows:

1)	If you purchased the ING LifePay Plus rider on the Contract date, the initial ING LifePay Plus Base is equal to the initial premium.

2)	If you purchased the ING LifePay Plus rider after the Contract date, the initial ING LifePay Plus Base is equal to the Contract value on the effective date of the rider.

During the Growth Phase, the initial ING LifePay Plus Base is increased dollar-for-dollar by any premiums received
(“eligible premiums”). In addition, on each quarterly contract anniversary, the ING LifePay Plus Base is
recalculated as the greater of:

ESII - 147947

J21

The current ING LifePay Plus Base; or
The current Contract value. This is referred to as a quarterly “ratchet.”

Also, on each of the first ten contract anniversaries, the ING LifePay Plus Base is recalculated as the greatest of:

The current ING LifePay Plus Base; or
The current Contract value; and
The ING LifePay Plus Base on the previous contract anniversary, increased by 7%, plus any eligible premiums and minus any third-party investment advisory fees paid from your contract during the year.
This is referred to as an annual “step-up.”

Please note that if this rider is added after the contract date, then the first opportunity for a step-up will be on the
first contract anniversary following a complete contract year after the rider date.

The ING LifePay Plus Base has no additional impact on the calculation of annuity payments or withdrawal benefits.

Currently, any additional premiums paid during the Withdrawal Phase are not eligible premiums for purposes of
determining the ING LifePay Plus Base or the Maximum Annual Withdrawal; however, we reserve the right to treat
such premiums as eligible premiums at our discretion, in a nondiscriminatory manner. Premiums received during
the Withdrawal Phase do increase the Contract value used to determine the reset Maximum Annual Withdrawal
under the benefit reset feature of the ING LifePay Plus rider (see “ING LifePay Plus Reset,” below). We reserve the
right to discontinue allowing premium payments during the Withdrawal Phase.

Determination of the Maximum Annual Withdrawal. The Maximum Annual Withdrawal is determined
on the date the Withdrawal Phase begins. It equals a percentage of the greater of 1) the Contract value and 2)
the ING LifePay Plus Base as of the last day of the Growth Phase. The first withdrawal after the effective date
of the rider (which causes the end of the Growth Phase) is treated as occurring on the first day of the
Withdrawal Phase, after calculation of the Maximum Annual Withdrawal. The Maximum Annual Withdrawal
percentage, which varies by age of the annuitant on the date the Withdrawal Phase begins, is as follows:

		Maximum Annual
Annuitant Age		Withdrawal Percentage

0-75*		5%*

76-80		6%

81+		7%

*If the Withdrawal Phase begins before the quarterly contract anniversary on or after the annuitant reaches age
59 ½, withdrawals in a contract year up to the Maximum Annual Withdrawal will reduce the ING LifePay Plus
Base dollar-for-dollar, under what we refer to as the “Standard Withdrawal Benefit.” Then, on the quarterly
contract anniversary on or after the annuitant reaches age 59½, the ING LifePay Plus Base will automatically be
reset to the current Contract value, if greater, and the Maximum Annual Withdrawal will be recalculated.

Once determined, the Maximum Annual Withdrawal percentage never changes for the Contract, except as
provided for under spousal continuation. See “Continuation After Death – Spouse,” below. This is important to
keep in mind in deciding when to take your first withdrawal because the younger you are at that time, the lower
the Maximum Annual Withdrawal percentage.

If the Contract’s annuity commencement date is reached while you are in the ING LifePay Plus rider’s Lifetime
Guaranteed Withdrawal Status, then you may elect a life only annuity option, in lieu of the Contract’s other
annuity options, under which we will pay the greater of the annuity payout under the Contract and equal annual
payments of the Maximum Annual Withdrawal.

If withdrawals in any Contract year exceed the Maximum Annual Withdrawal, then the ING LifePay Plus Base

ESII - 147947

J22

and the Maximum Annual Withdrawal will be reduced on a pro-rata basis. This means that both the ING
LifePay Plus Base and the Maximum Annual Withdrawal will be reduced by the same proportion as the
withdrawal in excess of the Maximum Annual Withdrawal (the “excess withdrawal”) is of the Contract value
determined:

1)	before the withdrawal, for the excess withdrawal; and

2)	after the withdrawal, for the amount withdrawn up to the Maximum Annual Withdrawal (without regard to the excess withdrawal).

When a withdrawal is made, the total withdrawals taken in a Contract year are compared with the current
Maximum Annual Withdrawal. To the extent that the withdrawal taken causes the total withdrawals in that year
to exceed the current Maximum Annual Withdrawal, that withdrawal is considered excess. For purposes of
determining whether the Maximum Annual Withdrawal has been exceeded, any applicable Market Value
Adjustment or surrender charges will not be applied to the withdrawal. However, for purposes of determining
the Maximum Annual Withdrawal reduction after an excess withdrawal, any surrender charges and/or Market
Value Adjustment are considered to be part of the withdrawal. See Illustrations 1 and 2 below for examples of
this concept.

Required Minimum Distributions. Withdrawals taken from the Contract to satisfy the Required
Minimum Distribution rules of the Tax Code, that exceed the Maximum Annual Withdrawal for a specific
Contract year, will not be deemed excess withdrawals in that Contract year for purposes of the ING LifePay
Plus rider, subject to the following rules:

1)	If your Required Minimum Distribution for a calendar year (determined on a date on or before January 31 of that year), applicable to this Contract, is greater than the Maximum Annual Withdrawal on that date, an Additional Withdrawal Amount will be set equal to that portion of the Required Minimum Distribution that exceeds the Maximum Annual Withdrawal.

2)	You may withdraw the Additional Withdrawal Amount from this Contract without it being deemed an excess withdrawal.

3)	Any withdrawals taken in a Contract year will count first against the Maximum Annual Withdrawal for that Contract year.

4)	Once the Maximum Annual Withdrawal for the then current Contract year has been taken, additional amounts withdrawn in excess of the Maximum Annual Withdrawal will count first against and reduce any unused Additional Withdrawal Amount for the previous calendar year followed by any Additional Withdrawal Amount for the current calendar year.

5)	Withdrawals that exceed all available Additional Withdrawal Amounts are excess withdrawals and will reduce the Maximum Annual Withdrawal on a pro-rata basis, as described above.

6)	The Additional Withdrawal Amount is reset to zero at the end of the second calendar year from which it was originally calculated.

7)	If the Contract is still in the Growth Phase on the date the Additional Withdrawal Amount is determined, but enters the Withdrawal Phase later during that calendar year, the Additional Withdrawal Amount will be equal to the amount in excess of the Maximum Annual Withdrawal necessary to satisfy the Required Minimum Distribution for that year (if any).

See Illustration 3 below.

ESII - 147947

J23

withdrawals reduce the ING LifePay Plus Base on a dollar-for-dollar basis, and during the Withdrawal Phase,
these withdrawals are treated as any other withdrawal.

Automatic Periodic Benefit Status. If the Contract value is reduced to zero for a reason other than a
withdrawal in excess of the Maximum Annual Withdrawal while the rider is in Guaranteed Withdrawal Status,
the rider will enter Automatic Periodic Benefit Status and you are entitled to receive periodic payments in an
annual amount equal to the Maximum Annual Withdrawal, until the remaining ING LifePay Plus Base is
exhausted.

When the rider enters Automatic Periodic Benefit Status:

1)	the Contract will provide no further benefits other than as provided under the ING LifePay Plus rider;

2)	no further premium payments will be accepted; and

3)	any other riders attached to the Contract will terminate, unless otherwise specified in that rider.

During Automatic Periodic Benefit Status, we will pay you periodic payments in an annual amount that is equal
to the Maximum Annual Withdrawal. These payments will continue until the ING LifePay Plus Base is
reduced to zero, at which time the rider will terminate without value.

The periodic payments will begin on the last day of the first full Contract year following the date the rider enters
Automatic Periodic Benefit Status and will continue to be paid annually thereafter. If, at the time the rider
enters Automatic Periodic Benefit Status, you are receiving systematic withdrawals under the Contract more
frequently than annually, the periodic payments will be made at the same frequency in equal amounts such that
the sum of the payments in each Contract year will equal the annual Maximum Annual Withdrawal. Such
payments will be made on the same payment dates as previously set up, if the payments were being made
monthly or quarterly. If the payments were being made semi-annually or annually, the payments will be made
at the end of the half-Contract year or Contract year, as applicable.

Lifetime Automatic Periodic Benefit Status. If the Contract value is reduced to zero by a withdrawal in
excess of the Maximum Annual Withdrawal, the Contract and the rider will terminate due to the pro-rata
reduction described in “Determination of the Maximum Annual Withdrawal,” above.

If the Contract value is reduced to zero for a reason other than a withdrawal in excess of the Maximum Annual
Withdrawal while the rider is in Lifetime Guaranteed Withdrawal Status, the rider will enter Lifetime
Automatic Periodic Benefit Status and you are entitled to receive periodic payments in an annual amount equal
to the Maximum Annual Withdrawal.

When the rider enters Lifetime Automatic Periodic Benefit Status:

1)	the Contract will provide no further benefits other than as provided under the ING LifePay Plus rider;

2)	no further premium payments will be accepted; and

3)	any other riders attached to the Contract will terminate, unless otherwise specified in that rider.

During Lifetime Automatic Periodic Benefit Status, we will pay you periodic payments in an annual amount
that is equal to the Maximum Annual Withdrawal. These payments will cease upon the death of the annuitant at
which time both the rider and the Contract will terminate. The rider will remain in Lifetime Automatic Periodic
Benefit Status until it terminates without value upon the annuitant’s death.

The periodic payments will begin on the last day of the first full Contract year following the date the rider enters
Lifetime Automatic Periodic Benefit Status and will continue to be paid annually thereafter. If, at the time the

ESII - 147947

J24

rider enters Lifetime Automatic Periodic Benefit Status, you are receiving systematic withdrawals under the
Contract more frequently than annually, the periodic payments will be made at the same frequency in equal
amounts such that the sum of the payments in each Contract year will equal the annual Maximum Annual
Withdrawal. Such payments will be made on the same payment dates as previously set up, if the payments
were being made monthly or quarterly. If the payments were being made semi-annually or annually, the
payments will be made at the end of the half-Contract year or Contract year, as applicable.

ING LifePay Plus Reset. Once the Lifetime Guaranteed Withdrawal Status begins and the Maximum
Annual Withdrawal has been determined, on each quarterly contract anniversary we will increase (or “reset”)
the ING LifePay Plus Base to the current Contract value, if the Contract value is higher. The Maximum Annual
Withdrawal will also be recalculated, and the remaining portion of the new Maximum Annual Withdrawal will
be available for withdrawal immediately. This reset ONLY occurs when the rider is in Lifetime Guaranteed
Withdrawal Status, and is automatic.

We reserve the right to change the charge for this rider with a reset. In this event, you will receive prior notice,
of not less than 30 days, which explains the change, its impact to you and your options. You may decline this
change (and the reset). However, this action will apply to all future resets and cannot be reversed.

Investment Option Restrictions. While the ING LifePay Plus 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 20% of such Contract value in the Fixed Allocation Funds. See
“Fixed Allocation Funds Automatic Rebalancing,” below.

Accepted Funds. Currently, the Accepted Funds are:

ING American Funds Asset Allocation Portfolio;
ING Franklin Templeton Founding Strategy Portfolio;
ING LifeStyle Growth Portfolio;
ING LifeStyle Moderate Growth Portfolio;
ING LifeStyle Moderate Portfolio;
ING Liquid Assets Portfolio;
ING MFS Total Return Portfolio;
ING T. Rowe Price Capital Appreciation Portfolio;
ING Van Kampen Equity and Income Portfolio;
ING WisdomTree^SMGlobal High-Yielding Equity Index Portfolio;
BlackRock Global Allocation V.I. Portfolio; and
Fixed Interest Allocation.

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.

Fixed Allocation Funds. Currently, the Fixed Allocation Funds are:

ING American Funds Bond Portfolio;
ING Lehman Brothers U.S. Aggregate Bond Index Portfolio;
ING PIMCO Core Bond Portfolio; and
ING VP Intermediate Bond Portfolio.

ESII - 147947

J25

applicable death benefit guaranteed under the Contract, any allocation of Contract value to the Fixed
Allocation Funds will be considered a Covered Fund allocation while the rider is in effect.

Other Funds. All portfolios available under the Contract other than Accepted Funds or the Fixed
Allocation Funds are considered Other Funds.

Fixed Allocation Funds Automatic Rebalancing. If the Contract value in the Fixed Allocation Funds is
less than 20% of the total Contract value allocated to the Fixed Allocation Funds and Other Funds on any ING
LifePay Plus Rebalancing Date, we will automatically rebalance the Contract value allocated to the Fixed
Allocation Funds and Other Funds so that 20% of this amount is allocated to the Fixed Allocation Funds.
Accepted Funds are excluded from Fixed Allocation Funds Automatic Rebalancing. Any rebalancing is done
on a pro-rata basis among the Other Funds and will be the last transaction processed on that date. The ING
LifePay Plus Rebalancing Dates occur on each Contract anniversary and after the following transactions:

1)	receipt of additional premiums;

2)	transfer or reallocation among the Fixed Allocation Funds or Other Funds, whether automatic or specifically directed by you; and

3)	withdrawals from the Fixed Allocation Funds or Other Funds.

1)	The rider will continue in the Growth Phase;

2)	On the date the rider is continued, the ING LifePay Plus Base will be reset to equal the greater of the ING LifePay Plus Base and the then current Contract value;

3)	The ING LifePay Plus charges will restart and be the same as were in effect prior to the claim date;

4)	Ratchets, which stop on the claim date, are restarted, effective on the date the rider is continued;

5)	Any remaining step-ups will be available, and if the rider is continued before an annual contract anniversary when a step-up would have been available, then that step-up will be available;

ESII - 147947

J26

6)	The Maximum Annual Withdrawal percentage will be determined as of the date of the first withdrawal, whenever it occurs, and will be based on the spouse’s age on that date; and

7)	The rider’s Standard Withdrawal Benefit will be available until the quarterly contract anniversary on or after the spouse is age 59½.

If the rider is in the Withdrawal Phase at the time of spousal continuation:

1)	The rider will continue in the Withdrawal Phase.

2)	The rider’s charges will restart on the date the rider is continued and be the same as were in effect prior to the claim date.

3)	On the quarterly Contract anniversary that the date the rider is continued:

	(a)	If the surviving spouse was not the annuitant before the owner’s death, then the ING LifePay Plus Base will be reset to the current Contract value and the Maximum Annual Withdrawal is recalculated by multiplying the new ING LifePay Plus Base by the Maximum Annual Withdrawal percentage based on the surviving spouse’s age on that date. Withdrawals are permitted pursuant to the other provisions of the rider. Withdrawals causing the Contract value to fall to zero will terminate the Contract and the rider.

	(b)	If the surviving spouse was the annuitant before the owner’s death, then the ING LifePay Plus Base will be reset to the current Contract value, only if greater, and the Maximum Annual Withdrawal is recalculated by multiplying the new ING LifePay Plus Base by the Maximum Annual Withdrawal percentage. Withdrawals are permitted pursuant to the other provisions of the rider.

4)	The rider charges will restart on the quarter Contract anniversary that the rider is continued and will be the same as were in effect prior to the claim date.

Effect of ING LifePay Plus Rider on Death Benefit. If you die before Lifetime Automatic Periodic
Benefit Status begins under the ING LifePay Plus rider, the death benefit is payable, but the rider terminates.
However, if the beneficiary is the owner’s spouse, and the spouse elects to continue the Contract, the death
benefit is not payable until the spouse’s death. Thus, you should not purchase this rider with multiple
owners, unless the owners are spouses. See “Death of Owner or Annuitant” and “Continuation After Death –
Spouse,” above for further information.

While in Lifetime Automatic Periodic Benefit Status, if the owner who is not the annuitant dies, we will
continue to pay the periodic payments that the owner was receiving under the ING LifePay Plus rider to the
beneficiary. While in Lifetime Automatic Periodic Benefit Status, if an owner who is also the annuitant dies,
the periodic payments will stop. No other death benefit is payable.

While the rider is in Automatic Periodic Benefit Status, if the owner dies, the remaining ING LifePay Plus Base
will be paid to the beneficiary in a lump sum.

Change of Owner or Annuitant. Other than as provided above under “Continuation After Death- Spouse,”
you may not change the annuitant. The rider and rider charges will terminate upon change of owner, including
adding an additional owner, except for the following ownership changes:

1)	spousal continuation as described above;

2)	change of owner from one custodian to another custodian;

3)	change of owner from a custodian for the benefit of an individual to the same individual;

ESII - 147947

J27

4)	change of owner from an individual to a custodian for the benefit of the same individual;

5)	collateral assignments;

6)	change in trust as owner where the individual owner and the grantor of the trust are the same individual;

7)	change of owner from an individual to a trust where the individual owner and the grantor of the trust are the same individual; and

8)	change of owner from a trust to an individual where the individual owner and the grantor of the trust are the same individual.

Surrender Charges. If you elect the ING LifePay Plus rider, your withdrawals will be subject to surrender
charges if they exceed the free withdrawal amount. However, once your Contract value is zero, the periodic
payments under the ING LifePay Plus rider are not subject to surrender charges.

Loans. No loans are permitted on Contracts with the ING LifePay Plus rider.

Taxation. For more information about the tax treatment of amounts paid to you under the ING LifePay Plus
Rider, see “Federal Tax Considerations – Tax Consequences of Living Benefits and Death Benefit.”

Important Note:
The information immediately below pertains to the form of the ING Joint LifePay Plus rider available for
sale on and after August 20, 2007 through April 28, 2008 in states where approved.

ESII - 147947

J28

when the death benefit becomes payable, as provided by the Tax Code. Non-natural, custodial owners are only
allowed with IRAs (“custodial IRAs”). Joint annuitants are not allowed. The necessary ownership, annuitant,
and/or beneficiary designations are described below. Applications that do not meet the requirements below will be
rejected. We reserve the right to verify the date of birth and social security number of both spouses.

Nonqualified Contracts. For a jointly owned contract, the owners must be spouses, and the annuitant
must be one of the owners. For a contract with only one owner, the owner’s spouse must be the sole primary
beneficiary, and the annuitant must be one of the spouses.

IRAs. There may only be one owner, who must also be the annuitant. The owner’s spouse must be the
sole primary beneficiary.

Custodial IRAs. While we do not maintain individual owner and beneficiary designations for IRAs held
by an outside custodian, the ownership and beneficiary designations with the custodian must comply with the
requirements listed in “IRAs,” above. The annuitant must be the same as the beneficial owner of the custodial
IRA. We require the custodian to provide us the name and date of birth of both the owner and the owner’s
spouse.

Rider Date. The ING Joint LifePay Plus rider date is the date the ING Joint LifePay Plus rider becomes
effective. If you purchase the ING Joint LifePay Plus rider when the contract is issued, the ING Joint LifePay
Plus rider date is also the contract date.

Charge. The charge for the ING Joint LifePay Plus rider, a living benefit, is deducted quarterly from your
contract value:

Maximum Annual Charge		Current Annual Charge

2.50%		0.85%

This quarterly charge is a percentage of the ING Joint LifePay Plus Base. We deduct the charge in arrears
based on the contract date (contract year versus calendar year). In arrears means the first charge is deducted at
the end of the first quarter from the contract date. If the rider is added after contract issue, the rider and charges
will begin on the next following quarterly contract anniversary. The charge will be pro-rated when the rider is
terminated. Charges are deducted through the date your rider enters either the Automatic Periodic Benefit
Status or Lifetime Automatic Periodic Benefit Status. Automatic Periodic Benefit Status or Lifetime Automatic
Periodic Benefit Status occurs if your contract value is reduced to zero and other conditions are met. The
current charge can be subject to change upon a reset after your first five contract years. You will never pay
more than the maximum annual charge.

If the contract value in the subaccounts is insufficient for the charge, then we deduct it from any Fixed Interest
Allocations, in which case a Market Value Adjustment may apply. But currently, a Market Value Adjustment
would not apply when this charge is deducted from a Fixed Interest Allocation. With Fixed Interest
Allocations, we deduct the charge from the Fixed Interest Allocation having the nearest maturity. For more
information about the Fixed Interest Allocation, including the Market Value Adjustment, please see Appendix
C. We reserve the right to change the charge for this rider, subject to the maximum annual charge. If changed,
the new charge will only apply to riders issued after the change.

No Cancellation. Once you purchase the ING Joint LifePay Plus rider, you may not cancel it unless you cancel
the contract during the contract’s free look period (or otherwise cancel the contract pursuant to its terms),
surrender or annuitize in lieu of payments under the ING Joint LifePay Plus rider. These events automatically
cancel the ING Joint LifePay Plus rider.

Termination. The ING Joint LifePay Plus rider is a “living benefit,” which means the guaranteed benefits
offered are intended to be available to you and your spouse while you are living and while your contract is in
the accumulation phase. The optional rider automatically terminates if you:

ESII - 147947

J29

1)	terminate your contract pursuant to its terms during the accumulation phase, surrender, or begin receiving annuity payments in lieu of payments under the ING Joint LifePay Plus rider;

2)	die during the accumulation phase (first owner to die in the case of joint owners, or death of annuitant if the contract is a custodial IRA), unless your spouse elects to continue the contract (and your spouse is active for purposes of the ING Joint LifePay Plus rider); or

3)	change the owner of the contract (other than a spousal continuation by an active spouse).

See “Change of Owner or Annuitant,” below. Other circumstances that may cause the ING Joint LifePay Plus
rider to terminate automatically are discussed below.

Active Status. Once the ING Joint LifePay Plus rider has been issued, a spouse must remain in “active” status
in order to exercise rights and receive the benefits of the ING Joint LifePay Plus rider after the first spouse’s death
by electing spousal continuation. In general, changes to the ownership, annuitant, and/or beneficiary designation
requirements noted above will result in one spouse being designated as “inactive.” Inactive spouses are not eligible
to continue the benefits of the ING Joint LifePay Plus rider after the death of the other spouse. Once designated
“inactive,” a spouse may not regain active status under the ING Joint LifePay Plus rider. Specific situations that will
result in a spouse’s designation as “inactive” include the following:

1)	For nonqualified contracts where the spouses are joint owners, the removal of a joint owner (if that spouse does not automatically become sole primary beneficiary pursuant to the terms of the contract), or the change of one joint owner to a person other than an active spouse.

2)	For nonqualified contracts where one spouse is the owner and the other spouse is the sole primary beneficiary, as well as for IRA contracts (including custodial IRAs), the addition of a joint owner who is not also an active spouse or any change of beneficiary (including the addition of primary beneficiaries).

3)	In the event of the death of one spouse (in which case the deceased spouse becomes inactive).

An owner may also request that one spouse be treated as inactive. In the case of joint-owned contracts, both
contract owners must agree to such a request. An inactive spouse is not eligible to exercise any rights or receive any
benefits under the ING Joint LifePay Plus rider. However, all charges for the ING Joint LifePay Plus rider will
continue to apply, even if one spouse becomes inactive, regardless of the reason. You should make sure you
understand the impact of beneficiary and owner changes on the ING Joint LifePay Plus rider prior to
requesting any such changes.

A divorce will terminate the ability of an ex-spouse to continue the contract. See “Divorce,” below.

Guaranteed Withdrawal Status. This status begins on the date of the first withdrawal, ONLY IF the quarterly
contract anniversary following the youngest active spouse’s 65^th birthday has not yet passed. While the ING
LifePay Plus rider is in Guaranteed Withdrawal Status, withdrawals in a contract year up to the Maximum Annual
Withdrawal will reduce the ING LifePay Plus Base dollar-for-dollar. This status will then continue until the earliest
of:

1)	quarterly contract anniversary following the youngest active spouse’s 65^thbirthday, provided the contract owner does not decline the change to Lifetime Guaranteed Withdrawal Status;

2)	reduction of the ING Joint LifePay Plus Base to zero, at which time the rider will terminate;

3)	the annuity commencement date;

4)	reduction of the Contract value to zero by a withdrawal in excess of the Maximum Annual Withdrawal;

ESII - 147947

J30

5)	reduction of the Contract value to zero by a withdrawal less than or equal to the Maximum Annual Withdrawal (see “Automatic Periodic Benefit Status,” below);

6)	the surrender or annuitization of the Contract; or

7)	the death of the owner (first owner, in the case of joint owners; annuitant, in the case of a non-natural person owner), unless your spouse beneficiary elects to continue the Contract.

Please note that withdrawals while the ING LifePay Plus rider is in Guaranteed Withdrawal Status are not
guaranteed for the lifetime of the annuitant.

Lifetime Guaranteed Withdrawal Status. This status begins on the date of the first withdrawal, provided the
quarterly contract anniversary following the youngest active spouse’s 65^th birthday has passed. If the first
withdrawal is taken prior to this date, then the Lifetime Guaranteed Withdrawal Status will automatically begin on
the quarterly contract anniversary following the youngest active spouse’s 65^th birthday. This status continues until
the earliest of:

1)	the annuity commencement date;

2)	reduction of the contract value to zero by a withdrawal in excess of the Maximum Annual Withdrawal;

3)	reduction of the contract value to zero by a withdrawal less than or equal to the Maximum Annual Withdrawal (see “Lifetime Automatic Periodic Benefit Status,” below);

4)	the surrender of the contract; or

5)	the death of the owner (first owner, in the case of joint owners, or the annuitant, in the case of a custodial IRA), unless your active spouse beneficiary elects to continue the contract.

You will receive prior notice, of not less than 30 days, if you are in the Guaranteed Withdrawal Status and become
eligible for the Lifetime Guaranteed Withdrawal Status. This notice will explain the change, its impact to you and
your options. You may decline this change. Automatic reset into the Lifetime Guaranteed Withdrawal Status could
result in a lower Maximum Annual Withdrawal. However, this action will also apply to all future resets (see below)
and cannot be reversed. As described below, certain features of the ING Joint LifePay Plus rider may differ
depending upon whether you are in Lifetime Guaranteed Withdrawal Status.

How the ING Joint LifePay Plus Rider Works. The ING Joint LifePay Plus rider has two phases. The first
phase, called the Growth Phase, begins on the effective date of the ING Joint LifePay Plus rider and ends as of the
business day before the first withdrawal is taken (or when the annuity commencement date is reached). The second
phase is called the Withdrawal Phase. This phase begins as of the date you take the first withdrawal of any kind
under the contract (other than advisory fees, as described below), or the annuity commencement date, whichever
occurs first.

Benefits paid under the ING Joint LifePay Plus rider require the calculation of the Maximum Annual Withdrawal.
The ING Joint LifePay Plus Base (referred to as the “MGWB Base” in the contract) is used to determine the
Maximum Annual Withdrawal and is calculated as follows:

1)	If you purchased the ING Joint LifePay Plus rider on the contract date, the initial ING Joint LifePay Plus Base is equal to the initial premium.

2)	If you purchased the ING Joint LifePay Plus rider after the contract date, the initial ING Joint LifePay Plus Base is equal to the contract value on the effective date of the ING Joint LifePay Plus rider.

During the Growth Phase, the initial ING Joint LifePay Plus Base is increased dollar-for-dollar by any premiums
received (“eligible premiums”). In addition, on each quarterly contract anniversary, the ING Joint LifePay Plus
Base is recalculated as the greater of:

ESII - 147947

J31

The current ING Joint LifePay Plus Base; or
The current Contract value. This is referred to as a quarterly “ratchet.”

Also, on each of the first ten contract anniversaries, the ING Joint LifePay Plus Base is recalculated as the greatest
of:

The current ING Joint LifePay Plus Base; or
The current Contract value; and
The ING Joint LifePay Plus Base on the previous contract anniversary, increased by 7%, plus any eligible premiums and minus any third-party investment advisory fees paid from your contract during the year. This is referred to as an annual “step-up.”

Please note that if this rider is added after the contract date, then the first opportunity for a step-up will be on the
first contract anniversary following a complete contract year after the rider date.

The ING Joint LifePay Plus Base has no additional impact on the calculation of annuity payments or withdrawal
benefits.

Currently, any additional premiums paid during the Withdrawal Phase are not eligible premiums for purposes of
determining the ING Joint LifePay Plus Base or the Maximum Annual Withdrawal; however, we reserve the right to
treat such premiums as eligible premiums at our discretion, in a nondiscriminatory manner. Premiums received
during the Withdrawal Phase do increase the contract value used to determine the reset Maximum Annual
Withdrawal under the benefit reset feature of the ING Joint LifePay Plus rider (see “ING Joint LifePay Plus Reset,”
below). We reserve the right to discontinue allowing premium payments during the Withdrawal Phase.

Determination of the Maximum Annual Withdrawal. The Maximum Annual Withdrawal is determined
on the date the Withdrawal Phase begins. It equals the Maximum Annual Withdrawal percentage multiplied by
the greater of the contract value and the ING Joint LifePay Plus Base, as of the last day of the Growth Phase.
The first withdrawal after the effective date of the ING Joint LifePay Plus rider (which causes the end of the
Growth Phase) is treated as occurring on the first day of the Withdrawal Phase, immediately after calculation of
the Maximum Annual Withdrawal. The Maximum Annual Withdrawal percentage, which varies by age of the
youngest active spouse on the date the Withdrawal Phase begins, is as follows:

Youngest Active		Maximum Annual
Spouse’s Age		Withdrawal Percentage

0-75*		5%*

76-80		6%

81+		7%

*If the Withdrawal Phase begins before the quarterly contract anniversary on or after the younger spouse
reaches age 65, withdrawals in a contract year up to the Maximum Annual Withdrawal will reduce the ING
Joint LifePay Plus Base dollar-for-dollar, under what we refer to as the “Standard Withdrawal Benefit.” Then,
on the quarterly contract anniversary on or after the younger spouse reaches age 65, the ING Joint LifePay Plus
Base will automatically be reset to the current Contract value, if greater, and the Maximum Annual Withdrawal
will be recalculated.

Once determined the Maximum Annual Withdrawal percentage never changes for the contract. This is
important to keep in mind in deciding when to take your first withdrawal because the younger you are at that
time, the lower the Maximum Annual Withdrawal percentage.

If the Contract’s annuity commencement date is reached while you are in the ING LifePay Plus rider’s Lifetime
Guaranteed Withdrawal Status, then you may elect a life only annuity option, in lieu of the Contract’s other
annuity options, under which we will pay the greater of the annuity payout under the Contract and equal annual

ESII - 147947

J32

payments of the Maximum Annual Withdrawal, provided that, if both spouses are active, payments under the
life only annuity option will be calculated using the joint life expectancy table for both spouses. If only one
spouse is active, payments will be calculated using the single life expectancy table for the active spouse.

Withdrawals in a contract year that do not exceed the Maximum Withdrawal Amount do not reduce the
Maximum Withdrawal Amount. However, if withdrawals in any contract year exceed the Maximum Annual
Withdrawal (an “excess withdrawal”), the ING Joint LifePay Plus Base and the Maximum Annual Withdrawal
will be reduced on a pro-rata basis. This means that both the ING Joint LifePay Plus Base and the Maximum
Annual Withdrawal will be reduced by the same proportion as the excess withdrawal is of the contract value
determined after the deduction the amount withdrawn up to the Maximum Annual Withdrawal but before
deduction of the excess withdrawal.

When a withdrawal is made, the total withdrawals taken in a contract year are compared with the current
Maximum Annual Withdrawal. To the extent that the withdrawal taken causes the total withdrawals in that year
to exceed the current Maximum Annual Withdrawal, that withdrawal is considered excess. For purposes of
determining whether the Maximum Annual Withdrawal has been exceeded, any applicable Market Value
Adjustment or surrender charges will not be considered. However, for purposes of determining the Maximum
Annual Withdrawal reduction after an excess withdrawal, surrender charges and/or Market Value Adjustment
are considered to be part of the withdrawal, and will be included in the pro-rata adjustment to the Maximum
Annual Withdrawal. See Illustrations 1 and 2 below for examples of this concept.

Required Minimum Distributions. Withdrawals taken from the contract to satisfy the Required
Minimum Distribution rules of the Tax Code are considered withdrawals for purposes of the ING Joint LifePay
Plus rider, and will begin the Withdrawal Phase if the Withdrawal Phase has not already started. Any such
withdrawal which exceeds the Maximum Annual Withdrawal for a specific contract year will not be deemed
excess withdrawals in that contract year for purposes of the ING Joint LifePay Plus rider, subject to the
following:

1)	If the contract owner’s Required Minimum Distribution for a calendar year (determined on a date on or before January 31 of that year), applicable to the contract, is greater than the Maximum Annual Withdrawal on that date, an Additional Withdrawal Amount will be set equal to that portion of the Required Minimum Distribution that exceeds the Maximum Annual Withdrawal.

2)	You may withdraw the Additional Withdrawal Amount from this contract without it being deemed an excess withdrawal.

3)	Any withdrawals taken in a contract year will count first against the Maximum Annual Withdrawal for that contract year.

4)	Once the Maximum Annual Withdrawal for the then current contract year has been taken, additional amounts withdrawn in excess of the Maximum Annual Withdrawal will count first against and reduce any unused Additional Withdrawal Amount for the previous calendar year followed by any Additional Withdrawal Amount for the current contract year.

5)	Withdrawals that exceed all available Additional Withdrawal Amounts are excess withdrawals and will reduce the Maximum Annual Withdrawal on a pro-rata basis, as described above.

6)	The Additional Withdrawal Amount is reset to zero at the end of the second calendar year from which it was originally calculated.

7)	If the contract is still in the Growth Phase on the date the Additional Withdrawal Amount is determined, but enters the Withdrawal Phase later during that calendar year, the Additional Withdrawal Amount will be equal to the amount in excess of the Maximum Annual Withdrawal Amount necessary to satisfy the Required Minimum Distribution for that year (if any).

See Illustration 3 below.

ESII - 147947

J33

Investment Advisory Fees. Withdrawals taken pursuant to a program established by the owner for the
payment of investment advisory fees to a named third party investment adviser for advice on management of
the contract’s values will not cause the Withdrawal Phase to begin. During the Growth Phase, such withdrawals
reduce the ING Joint LifePay Plus Base on a dollar-for-dollar basis, and during the Withdrawal Phase, these
withdrawals are treated as any other withdrawal.

Automatic Periodic Benefit Status. If the Contract value is reduced to zero for a reason other than a
withdrawal in excess of the Maximum Annual Withdrawal while the rider is in Guaranteed Withdrawal Status,
the rider will enter Automatic Periodic Benefit Status and you are entitled to receive periodic payments in an
annual amount equal to the Maximum Annual Withdrawal, until the remaining ING Joint LifePay Plus Base is
exhausted.

When the rider enters Automatic Periodic Benefit Status:

1)	the Contract will provide no further benefits other than as provided under the ING Joint LifePay Plus rider;

2)	no further premium payments will be accepted; and

3)	any other riders attached to the Contract will terminate, unless otherwise specified in that rider.

During Automatic Periodic Benefit Status, we will pay you periodic payments in an annual amount that is equal
to the Maximum Annual Withdrawal. These payments will continue until the ING Joint LifePay Plus Base is
reduced to zero, at which time the rider will terminate without value.

The periodic payments will begin on the last day of the first full Contract year following the date the rider enters
Automatic Periodic Benefit Status and will continue to be paid annually thereafter. If, at the time the rider
enters Automatic Periodic Benefit Status, you are receiving systematic withdrawals under the Contract more
frequently than annually, the periodic payments will be made at the same frequency in equal amounts such that
the sum of the payments in each Contract year will equal the annual Maximum Annual Withdrawal. Such
payments will be made on the same payment dates as previously set up, if the payments were being made
monthly or quarterly. If the payments were being made semi-annually or annually, the payments will be made
at the end of the half-Contract year or Contract year, as applicable.

Lifetime Automatic Periodic Benefit Status. If the contract value is reduced to zero by a withdrawal in
excess of the Maximum Annual Withdrawal, the contract and the ING Joint LifePay Plus rider will terminate
due to the pro-rata reduction described in “Determination of the Maximum Annual Withdrawal,” above.

If the contract value is reduced to zero for a reason other than a withdrawal in excess of the Maximum Annual
Withdrawal while the ING Joint LifePay Plus rider is in Lifetime Guaranteed Withdrawal Status, the ING Joint
LifePay Plus rider will enter Lifetime Automatic Periodic Benefit Status and you are no longer entitled to make
withdrawals. Instead, under the ING Joint LifePay Plus rider you will begin to receive periodic payments in an
annual amount equal to the Maximum Annual Withdrawal.

When the ING Joint LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status:

1)	the contract will provide no further benefits (including death benefits) other than as provided under the ING Joint LifePay Plus rider;

2)	no further premium payments will be accepted; and

3)	any other riders attached to the contract will terminate, unless otherwise specified in that rider.

ESII - 147947

J34

depend upon whether one or two spouses are active under the ING Joint LifePay Plus rider at the time this
status begins. If both spouses are active under the ING Joint LifePay Plus rider, these payments will cease upon
the death of the second spouse, at which time both the ING Joint LifePay Plus rider and the contract will
terminate without further value. If only one spouse is active under the ING Joint LifePay Plus rider, the
payments will cease upon the death of the active spouse, at which time both the ING Joint LifePay Plus rider
and the contract will terminate without value.

If the Maximum Annual Withdrawal exceeds the net withdrawals taken the contract year when the ING Joint
LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status (including the withdrawal that results in
the contract value decreasing to zero), that difference will be paid immediately to the contract owner. The
periodic payments will begin on the last day of the first full contract year following the date the ING Joint
LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status and will continue to be paid annually
thereafter.

You may elect to receive systematic withdrawals pursuant to the terms of the contract. Under a systematic
withdrawal, either a fixed amount or an amount based upon a percentage of the contract value will be
withdrawn from your contract and paid to you on a scheduled basis, either monthly, quarterly or annually. If, at
the time the ING Joint LifePay Plus rider enters Lifetime Automatic Periodic Benefit Status, you are receiving
systematic withdrawals under the contract more frequently than annually, the periodic payments will be made at
the same frequency in equal amounts such that the sum of the payments in each contract year will equal the
annual Maximum Annual Withdrawal. Such payments will be made on the same payment dates as previously
set up, if the payments were being made monthly or quarterly. If the payments were being made semi-annually
or annually, the payments will be made at the end of the half-contract year or contract year, as applicable.

ING Joint LifePay Plus Reset. Once the Lifetime Guaranteed Withdrawal Status begins and the
Maximum Annual Withdrawal has been determined, on each quarterly contract anniversary we will increase (or
“reset”) the ING Joint LifePay Plus Base to the current Contract value, if the Contract value is higher. The
Maximum Annual Withdrawal will also be recalculated, and the remaining portion of the new Maximum
Annual Withdrawal will be available for withdrawal immediately. This reset ONLY occurs when the rider is in
Lifetime Guaranteed Withdrawal Status, and is automatic.

We reserve the right to change the charge for this rider with a reset. In this event, you will receive prior notice,
of not less than 30 days, which explains the change, its impact to you and your options. You may decline this
change (and the reset). However, this action will apply to all future resets and cannot be reversed.

Investment Option Restrictions. In order to mitigate the insurance risk inherent in our guarantee to provide
you and your spouse with lifetime payments (subject to the terms and restrictions of the ING Joint LifePay Plus
rider), we require that your contract value be allocated in accordance with certain limitations. In general, to the
extent that you choose not to invest in the Accepted Funds, we require that 20% of the amount not so invested be
invested in the Fixed Allocation Funds. We will require this allocation regardless of your investment instructions to
the contract, as described below.

While the ING Joint LifePay Plus 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 20% of such contract value in the Fixed Allocation Funds. See “Fixed Allocation Funds Automatic
Rebalancing,” below.

Accepted Funds. Currently, the Accepted Funds are:

ING American Funds Asset Allocation Portfolio;
ING Franklin Templeton Founding Strategy Portfolio;
ING LifeStyle Growth Portfolio;
ING LifeStyle Moderate Growth Portfolio;
ING LifeStyle Moderate Portfolio;
ING Liquid Assets Portfolio;

ESII - 147947

J35

ING MFS Total Return Portfolio;
ING T. Rowe Price Capital Appreciation Portfolio;
ING Van Kampen Equity and Income Portfolio;
ING WisdomTree^SMGlobal High-Yielding Equity Index Portfolio;
BlackRock Global Allocation V.I. Portfolio; and
Fixed Interest Allocation.

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.

Fixed Allocation Funds. Currently, the Fixed Allocation Funds are:

ING American Funds Bond Portfolio;
ING Lehman Brothers U.S. Aggregate Bond Index Portfolio;
ING PIMCO Core Bond Portfolio; and
ING VP Intermediate Bond Portfolio.

You may allocate contract value to one or more of the Fixed Allocation Funds. We consider the ING VP
Intermediate Bond Portfolio to be the default Fixed Allocation Fund with Fixed Allocation Funds
Automatic Rebalancing.

Other Funds. All portfolios available under the contract other than Accepted Funds or the Fixed
Allocation Funds are considered Other Funds.

Fixed Allocation Funds Automatic Rebalancing. If the contract value in the Fixed Allocation Funds is
less than 20% of the total contract value allocated to the Fixed Allocation Funds and Other Funds on any ING
Joint LifePay Plus Rebalancing Date, we will automatically rebalance the contract value allocated to the Fixed
Allocation Funds and Other Funds so that 20% of this amount is allocated to the Fixed Allocation Funds.
Accepted Funds are excluded from Fixed Allocation Funds Automatic Rebalancing. Any rebalancing is done
on a pro-rata basis among the Other Funds and will be the last transaction processed on that date. The ING
Joint LifePay Plus Rebalancing Dates occur on each contract anniversary and after the following transactions:

1)	receipt of additional premiums;

2)	transfer or reallocation among the Fixed Allocation Funds or Other Funds, whether automatic or specifically directed by you; and

3)	withdrawals from the Fixed Allocation Funds or Other Funds.

ESII - 147947

J36

Status, the ING Joint LifePay Plus rider continues, and terminates upon the death of the owner (first owner in the
case of joint owners, or the annuitant in the case of a custodial IRA). Although spousal continuation may be
available under the Tax Code for a subsequent spouse, the ING Joint LifePay Plus rider cannot be continued by the
new spouse. As the result of the divorce, we may be required to withdraw assets for the benefit of an ex-spouse.
Any such withdrawal will be considered a withdrawal for purposes of the Maximum Annual Withdrawal amount. In
other words, if a withdrawal incident to a divorce exceeds the Maximum Annual Withdrawal amount, it will be
considered an excess withdrawal. See “Determination of the Maximum Annual Withdrawal,” above. As noted, in
the event of a divorce there is no change to the Maximum Annual Withdrawal and we will continue to deduct
charges for the ING Joint LifePay Plus rider.

In the event of a divorce during Lifetime Automatic Periodic Benefit Status, there will be no change to the periodic
payments made. Payments will continue until both spouses are deceased.

Death of Owner. The death of the owner (or in the case of joint owners, the first owner, or for custodial IRAs,
the annuitant) may cause the termination of the ING Joint LifePay Plus rider and its charges, depending upon
whether one or both spouses are in active status at the time of death, as described below.

1)	If both spouses are in active status: If the surviving spouse elects to continue the contract and becomes the sole owner and annuitant, the ING Joint LifePay Plus rider will remain in effect pursuant to its original terms and ING Joint LifePay Plus coverage and charges will continue. As of the date the contract is continued, the Joint LifePay Plus Base will be reset to the current Contact value, if greater, and the Maximum Annual Withdrawal will recalculated as the Maximum Annual Withdrawal percentage multiplied by the new Joint LifePay Plus Base on the date the contract is continued.

	However, under no circumstances will this recalculation result in a reduction to the Maximum Annual Withdrawal.

	If the surviving spouse elects not to continue the contract, ING Joint LifePay Plus rider coverage and charges will cease upon the earlier of payment of the death benefit or notice that an alternative distribution option has been chosen.

2)	If the surviving spouse is in inactive status: The ING Joint LifePay Plus rider terminates and ING Joint LifePay Plus coverage and charges cease upon the date of death of the last Active Spouse.

Change of Owner or Annuitant. Other than as a result of spousal continuation, you may not change the
annuitant. The ING Joint LifePay Plus rider and rider charges will terminate upon change of owner, including
adding an additional owner, except for the following ownership changes:

1)	spousal continuation by an active spouse, as described above;

2)	change of owner from one custodian to another custodian for the benefit of the same individual;

3)	change of owner from a custodian for the benefit of an individual to the same individual (in order to avoid the owner’s spouse from being designated inactive, the owner’s spouse must be named sole beneficiary under the contract);

4)	change of owner from an individual to a custodian for the benefit of the same individual;

5)	collateral assignments;

6)	for nonqualified contracts only, the addition of a joint owner, provided that the additional joint owner is the original owner’s spouse and is active when added as joint owner;

7)	for nonqualified contracts, removal of a joint owner, provided the removed joint owner is active and becomes the primary contract beneficiary; and

ESII - 147947

J37

8)	change of owner where the owner becomes the sole primary beneficiary and the sole primary beneficiary becomes the owner if both were active spouses at the time of the change.

Surrender Charges. If you elect the ING Joint LifePay Plus rider, your withdrawals will be subject to
surrender charges if they exceed the free withdrawal amount. However, once your contract value is zero, the
periodic payments under the ING Joint LifePay Plus rider are not subject to surrender charges, nor will these
amounts be subject to any other charges under the contract.

Federal Tax Considerations. For more information about the tax treatment of amounts paid to you under the
ING Joint LifePay Plus rider, see “Federal Tax Considerations – Tax Consequences of Living Benefits and Death
Benefit.”

ING LifePay Plus and ING Joint LifePay Plus Partial Withdrawal Amount Examples. The following are
examples of adjustments to the Maximum Annual Withdrawal amount for withdrawals in excess of the Maximum
Annual Withdrawal:

Illustration 1: Adjustment to the Maximum Annual Withdrawal amount for a withdrawal in excess of the
Maximum Annual Withdrawal, including surrender and/or MVA charges.

Assume the Maximum Annual Withdrawal is $5,000.

The first withdrawal taken during the contract year is $3,000 net, with $500 of surrender charges, and/or MVA
charges. The Maximum Annual Withdrawal is not exceeded.

The next withdrawal taken during the contract year is $1,500 net, with $300 of surrender charges, and/or MVA
charges. The Maximum Annual Withdrawal is not exceeded because total net withdrawals, $4,500, do not exceed
the Maximum Annual Withdrawal, $5,000.

The next withdrawal taken during the contract year is $1,500 net, with $200 of surrender charges, and/or MVA
charges. Because total net withdrawals taken, $6,000, exceed the Maximum Annual Withdrawal, $5,000, then there
is an adjustment to the Maximum Annual Withdrawal.

Total gross withdrawals during the contract year are $7,000 ($3,000 + $500 + $1,500 + $300 + $1,500 + $200). The
adjustment is the lesser of the amount by which the total gross withdrawals for the year exceed the Maximum
Annual Withdrawal ($7,000 - $5,000 = $2,000), and the amount of the current gross withdrawal ($1,500 + 200 =
$1,700.

If the Account Value before this withdrawal is $50,000, then the Maximum Annual Withdrawal is reduced by 3.40%
($1,700 / $50,000) to $4,830 ((1 - 3.40%) * $5,000).

Illustration 2: Adjustment to the Maximum Annual Withdrawal amount for a withdrawal in excess of the
Maximum Annual Withdrawal.

Assume the Maximum Annual Withdrawal is $5,000.

ESII - 147947

J38

Total gross withdrawals during the contract year are $6,000 ($3,000 + $1,500 + $1,500). The adjustment is the
lesser of the amount by which the total gross withdrawals for the year exceed the Maximum Annual Withdrawal,
$1,000, and the amount of the current gross withdrawal, $1,500.

If the Account Value after the part of the gross withdrawal that was within the Maximum Annual Withdrawal, $500,
is $49,500, then the Maximum Annual Withdrawal is reduced by 2.02% ($1,000 / $49,500) to $4,899 ((1 - 2.02%)
* $5,000).

Illustration 3: A withdrawal exceeds the Maximum Annual Withdrawal amount but does not exceed the
Additional Withdrawal Amount.

Assume the Maximum Annual Withdrawal is $5,000. The Required Minimum Distribution for the current calendar
year applicable to this contract is determined to be $6,000. The Additional Withdrawal Amount is set equal to the
excess of this amount above the Maximum Annual Withdrawal, $1,000 ($6,000 - $5,000).

The first withdrawal taken during the contract year is $3,000 net, with $0 of surrender charges, and/or MVA
charges. The Maximum Annual Withdrawal is not exceeded.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges, and/or MVA
charges. The Maximum Annual Withdrawal is not exceeded because total net withdrawals, $4,500, do not exceed
the Maximum Annual Withdrawal, $5,000.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges, and/or MVA
charges. Total net withdrawals taken, $6,000, exceed the Maximum Annual Withdrawal, $5,000, however, the
Maximum Annual Withdrawal is not adjusted until the Additional Withdrawal Amount is exhausted. The amount by
which total net withdrawals taken exceed the Maximum Annual Withdrawal, $1,000 ($6,000 - $5,000), is the same
as the Additional Withdrawal Amount, so no adjustment to the Maximum Annual Withdrawal is made. If total net
withdrawals taken had exceeded the sum of the Maximum Annual Withdrawal and the Additional Withdrawal
Amount, then an adjustment would be made to the Maximum Annual Withdrawal.

Illustration 4: The Reset Occurs.

Assume the Maximum Annual Withdrawal is $5,000 and the Maximum Annual Withdrawal percentage is 5%.

One year after the first withdrawal is taken, the contract value has increased to $120,000, and the Reset occurs. The
Maximum Annual Withdrawal is now $6,000 ($120,000 * 5%).

One year after the Reset, the contract value has increased further to $130,000. The Reset occurs again, and the
Maximum Annual Withdrawal is now $6,500 ($130,000 * 5%).

ESII - 147947

J39

APPENDIX K

ING LifePay and ING Joint LifePay

(Available for Contracts issued through August 20, 2007, subject to state approval.)

ING LifePay Minimum Guaranteed Withdrawal Benefit (“ING LifePay”) Rider. The ING LifePay rider
generally provides, subject to the restrictions and limitations below, that we will guarantee a minimum level of
annual withdrawals from the Contract for the lifetime of the annuitant, even if these withdrawals deplete your
Contract value to zero. You may wish to purchase this rider if you are concerned that you may outlive your income.

Purchase. In order to elect the ING LifePay rider, the annuitant must be the owner or one of the owners, unless
the owner is a non-natural owner. Joint annuitants are not allowed. The minimum issue age is 50 and the maximum
issue age is 80. The issue age is the age of the owner (or the annuitant if there are joint owners or the owner is non-
natural) on the Contract anniversary on which the rider is effective. But some broker-dealers may limit the
availability of the rider to younger ages. The ING LifePay rider is available for Contracts issued on and after
November 1, 2004 (subject to availability) that do not already have a living benefit rider. The ING LifePay rider
will not be issued if the initial allocation to investment options is not in accordance with the investment option
restrictions described in “Investment Option Restrictions,” below. The Company in its discretion may allow the
rider to be elected during the 30-day period preceding a Contract anniversary. Such election must be received in
good order, including compliance with the investment restrictions described below. The rider will be effective as of
that Contract anniversary.

Rider Date. The rider date is the date the ING LifePay rider becomes effective. If you purchase the ING
LifePay rider when the Contract is issued, the rider date is also the Contract date.

Charge. The charge for the ING LifePay rider, a living benefit, is deducted quarterly and is a percentage of
contract value:

Maximum Annual Charge		Current Annual Charge

1.20%		0.50%

We deduct the quarterly charge in arrears based on the contract date (contract year versus calendar year). In
arrears means the first charge is deducted at the end of the first quarter from the contract date. If the rider is
added after contract issue, the charges will still be deducted on quarterly contract anniversaries, but the first
charge will be pro-rated based on what is owed at the time the rider is added through the contract quarter end.
Similarly, the charge is pro-rated when the rider is terminated. Charges are deducted during the period starting
on the rider date and up to your rider’s Lifetime Automatic Periodic Benefit Status. Lifetime Automatic
Periodic Benefit Status occurs if your contract value is reduced to zero and other conditions are met. The
charge may be subject to change if you elect the reset option after your first five contract years, but subject to
the maximum annual charge.

If the contract value in the subaccounts is insufficient for the charge, then we deduct it from any Fixed Interest
Allocations, in which case a Market Value Adjustment may apply. But currently, a Market Value Adjustment
would not apply when this charge is deducted from a Fixed Interest Allocation. With Fixed Interest
Allocations, we deduct the charge from the Fixed Interest Allocation having the nearest maturity. For more
information about the Fixed Interest Allocation, including the Market Value Adjustment, please see Appendix
C. We reserve the right to change the charge for this rider, subject to the maximum annual charge. If changed,
the new charge will only apply to riders issued after the change.

No Cancellation. Once you purchase the ING LifePay rider, you may not cancel it unless you cancel the
Contract during the Contract’s free look period, surrender, annuitize or otherwise terminate the Contract. These
events automatically cancel the ING LifePay rider.

ESII - 147947

Termination. The ING LifePay rider is a “living benefit,” which means the guaranteed benefits offered are
intended to be available to you while you are living and while your Contract is in the accumulation phase. The
optional rider automatically terminates if you:

1)	annuitize, surrender or otherwise terminate your Contract during the accumulation phase; or

2)	die during the accumulation phase (first owner to die if there are multiple Contract owners, or death of annuitant if Contract owner is not a natural person), unless your spouse beneficiary elects to continue the Contract.

The ING LifePay rider will also terminate if there is a change in Contract ownership (other than a spousal
beneficiary continuation on your death). Other circumstances that may cause the ING LifePay rider to
terminate automatically are discussed below.

Lifetime Guaranteed Withdrawal Status. This status begins on the date the rider is issued (the “effective
date of the rider”) and continues until the earliest of:

1)	the annuity commencement date;

2)	reduction of the Contract value to zero by a withdrawal in excess of the Maximum Annual Withdrawal (see “Lifetime Automatic Periodic Benefit Status,” below);

3)	reduction of the Contract value to zero by a withdrawal less than or equal to the Maximum Annual Withdrawal;

4)	the surrender or annuitization of the Contract; or

5)	the death of the owner, or first owner, in the case of joint owners, unless your spouse beneficiary elects to continue the Contract.

As described below, certain features of the ING LifePay rider may differ depending upon whether you are in
Lifetime Guaranteed Withdrawal Status.

How the ING LifePay Rider Works. The ING LifePay Withdrawal Benefit rider has two phases. The first
phase, called the Growth Phase, begins on the effective date of the rider and ends as of the business day before the
first withdrawal is taken (or when the annuity commencement date is reached). The second phase is called the
Withdrawal Phase. This phase begins as of the date of the first withdrawal or the annuity commencement date,
whichever occurs first.

Benefits paid under the ING LifePay rider require the calculation of the Maximum Annual Withdrawal. The ING
LifePay Base (referred to as the “MGWB Base” in the Contract) is used to determine the Maximum Annual
Withdrawal and is calculated as follows.

1)	If you purchased the ING LifePay rider on the Contract date, the initial ING LifePay Base is equal to the initial premium.

2)	If you purchased the ING LifePay rider after the Contract date, the initial ING LifePay Base is equal to the Contract value on the effective date of the rider.

The initial ING LifePay Base is increased dollar-for-dollar by any premiums received during the Growth Phase
(“eligible premiums”). The ING LifePay Base is also increased to equal the Contract value if the Contract value is
greater than the current ING LifePay Base, on each Contract quarterly anniversary after the effective date of the
rider and during the Growth Phase. The ING LifePay Base has no additional impact on the calculation of annuity
payments or withdrawal benefits.

ESII - 147947

Currently, any additional premiums paid during the Withdrawal Phase are not eligible premiums for purposes of
determining the ING LifePay Base or the Maximum Annual Withdrawal; however, we reserve the right to treat such
premiums as eligible premiums at our discretion, in a nondiscriminatory manner. Premiums received during the
Withdrawal Phase do increase the Contract value used to determine the reset Maximum Annual Withdrawal if you
choose to reset the ING LifePay rider (see “ING LifePay Reset Option,” below). We reserve the right to discontinue
allowing premium payments during the Withdrawal Phase.

Determination of the Maximum Annual Withdrawal. The Maximum Annual Withdrawal is determined
on the date the Withdrawal Phase begins. It equals a percentage of the greater of 1) the Contract value and 2)
the ING LifePay Base as of the last day of the Growth Phase. The first withdrawal after the effective date of the
rider (which causes the end of the Growth Phase) is treated as occurring on the first day of the Withdrawal
Phase, after calculation of the Maximum Annual Withdrawal. The Maximum Annual Withdrawal percentage,
which varies by age of the annuitant on the date the Withdrawal Phase begins, is as follows:

		Maximum Annual
Annuitant Age		Withdrawal Percentage

50-59		4%

60-75		5%

76-80		6%

81+		7%

Once determined, the Maximum Annual Withdrawal percentage never changes for the Contract, except as
provided for under spousal continuation. See “Continuation After Death – Spouse,” below. This is important to
keep in mind in deciding when to take your first withdrawal because the younger you are at that time, the lower
the Maximum Annual Withdrawal percentage.

If the rider is in the Growth Phase, and the annuity commencement date is reached, the rider will enter the
Withdrawal Phase and will be annuitized. In lieu of the annuity options under the Contract, you may elect a life
only annuity option under which we will pay the greater of the annuity payout under the Contract and equal
annual payments of the Maximum Annual Withdrawal.

If withdrawals in any Contract year exceed the Maximum Annual Withdrawal, the Maximum Annual
Withdrawal will be reduced on a pro-rata basis. This means that the Maximum Annual Withdrawal will be
reduced by the same proportion as the withdrawal in excess of the Maximum Annual Withdrawal (the “excess
withdrawal”) is of the Contract value determined:

1)	before the withdrawal, for the excess withdrawal; and

2)	after the withdrawal, for the amount withdrawn up to the Maximum Annual Withdrawal (without regard to the excess withdrawal).

ESII - 147947

Required Minimum Distributions. Withdrawals taken from the Contract to satisfy the Required
Minimum Distribution rules of the Tax Code, that exceed the Maximum Annual Withdrawal for a specific
Contract year, will not be deemed excess withdrawals in that Contract year for purposes of the ING LifePay
rider, subject to the following rules:

1)	If your Required Minimum Distribution for a calendar year (determined on a date on or before January 31 of that year), applicable to this Contract, is greater than the Maximum Annual Withdrawal on that date, an Additional Withdrawal Amount will be set equal to that portion of the Required Minimum Distribution that exceeds the Maximum Annual Withdrawal.

2)	You may withdraw the Additional Withdrawal Amount from this Contract without it being deemed an excess withdrawal.

3)	Any withdrawals taken in a Contract year will count first against the Maximum Annual Withdrawal for that Contract year.

4)	Once the Maximum Annual Withdrawal for the then current Contract year has been taken, additional amounts withdrawn in excess of the Maximum Annual Withdrawal will count against and reduce any Additional Withdrawal Amount.

5)	Withdrawals that exceed the Additional Withdrawal Amount are excess withdrawals and will reduce the Maximum Annual Withdrawal on a pro-rata basis, as described above.

6)	The Additional Withdrawal Amount is reset to zero at the end of each calendar year, and remains at zero until it is reset in January of the following calendar year, even if, pursuant to the Tax Code, the contract owner may take a Required Minimum Distribution for that calendar year after the end of the calendar year.

7)	If the Contract is still in the Growth Phase on the date the Additional Withdrawal Amount is determined, but enters the Withdrawal Phase later during that calendar year, the Additional Withdrawal Amount will be equal to the amount in excess of the Maximum Annual Withdrawal necessary to satisfy the Required Minimum Distribution for that year (if any).

See Illustration 3 below.

Investment Advisory Fees. Withdrawals taken pursuant to a program established by the owner for the
payment of investment advisory fees to a named third party investment adviser for advice on management of
the Contract’s values will not cause the Withdrawal Phase to begin. During the Growth Phase, such
withdrawals reduce the ING LifePay Base on a pro-rata basis, and during the Withdrawal Phase, these
withdrawals are treated as any other withdrawal.

Lifetime Automatic Periodic Benefit Status. If the Contract value is reduced to zero by a withdrawal in
excess of the Maximum Annual Withdrawal, the Contract and the rider will terminate due to the pro-rata
reduction described in “Determination of the Maximum Annual Withdrawal,” above.

If the Contract value is reduced to zero for a reason other than a withdrawal in excess of the Maximum Annual
Withdrawal while the rider is in Lifetime Guaranteed Withdrawal Status, the rider will enter Lifetime
Automatic Periodic Benefit Status and you are entitled to receive periodic payments in an annual amount equal
to the Maximum Annual Withdrawal.

When the rider enters Lifetime Automatic Periodic Benefit Status:

1)	the Contract will provide no further benefits other than as provided under the ING LifePay rider;

2)	no further premium payments will be accepted; and

ESII - 147947

3) any other riders attached to the Contract will terminate, unless otherwise specified in that rider.

During Lifetime Automatic Periodic Benefit Status, we will pay you periodic payments in an annual amount
that is equal to the Maximum Annual Withdrawal. These payments will cease upon the death of the annuitant at
which time both the rider and the Contract will terminate. The rider will remain in Lifetime Automatic Periodic
Benefit Status until it terminates without value upon the annuitant’s death.

The periodic payments will begin on the last day of the first full Contract year following the date the rider enters
Lifetime Automatic Periodic Benefit Status and will continue to be paid annually thereafter. If, at the time the
rider enters Lifetime Automatic Periodic Benefit Status, you are receiving systematic withdrawals under the
Contract more frequently than annually, the periodic payments will be made at the same frequency in equal
amounts such that the sum of the payments in each Contract year will equal the annual Maximum Annual
Withdrawal. Such payments will be made on the same payment dates as previously set up, if the payments
were being made monthly or quarterly. If the payments were being made semi-annually or annually, the
payments will be made at the end of the half-Contract year or Contract year, as applicable.

ING LifePay Reset Option. Beginning one year after the Withdrawal Phase begins, you may choose to
reset the Maximum Annual Withdrawal, if the Maximum Annual Withdrawal Percentage of the Contract value
would be greater than your current Maximum Annual Withdrawal. You must elect to reset by a request in a
form satisfactory to us. On the date the request is received (the “Reset Effective Date”), the Maximum Annual
Withdrawal will increase to be equal to the Maximum Annual Withdrawal Percentage of the Contract value on
the Reset Effective Date. The reset option is only available when the rider is in Lifetime Guaranteed
Withdrawal Status.

After exercising the reset option, you must wait one year before electing to reset again. We will not accept a
request to reset if the new Maximum Annual Withdrawal on the date the request is received would be less than
your current Maximum Annual Withdrawal.

If the reset option is exercised, the charge for the ING LifePay rider will be equal to the charge then in effect for
a newly purchased rider but will not exceed the maximum annual charge of 1.20% . However, we guarantee that
the rider charge will not increase for resets exercised within the first five contract years. See Illustration 4 at the
end of this Appendix.

Investment Option Restrictions. While the ING LifePay 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 20% of such Contract value in the Fixed Allocation Funds. See “Fixed
Allocation Funds Automatic Rebalancing,” below.

Accepted Funds. Currently, the Accepted Funds are:

ING American Funds Asset Allocation Portfolio;
ING Franklin Templeton Founding Strategy Portfolio;
ING LifeStyle Growth Portfolio;
ING LifeStyle Moderate Growth Portfolio;
ING LifeStyle Moderate Portfolio;
ING Liquid Assets Portfolio;
ING MFS Total Return Portfolio;
ING T. Rowe Price Capital Appreciation Portfolio;
ING Van Kampen Equity and Income Portfolio;
ING WisdomTree^SMGlobal High-Yielding Equity Index Portfolio;
BlackRock Global Allocation V.I. Portfolio; and
Fixed Interest Allocation.

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.

ESII - 147947

Fixed Allocation Funds. Currently, the Fixed Allocation Funds are:

ING American Funds Bond Portfolio;
ING Lehman Brothers U.S. Aggregate Bond Index Portfolio;
ING PIMCO Core Bond Portfolio; and
ING VP Intermediate Bond Portfolio.

You may allocate your contract value to one or more of the Fixed Allocation Funds. We consider the ING
VP Intermediate Bond Portfolio to be the default Fixed Allocation Fund with Fixed Allocation Funds
Automatic Rebalancing.

If the rider is not continued under the spousal continuation right when available, the Fixed Allocation Fund
will be reclassified as a Special Fund as of the Contract continuation date if it would otherwise be
designated as a Special Fund for purposes of the Contract’s death benefits.

For purposes of calculating any applicable death benefit guaranteed under the Contract, any allocation of
Contract value to the Fixed Allocation Funds will be considered a Covered Fund allocation while the rider
is in effect.

Other Funds. All portfolios available under the Contract other than Accepted Funds or the Fixed
Allocation Funds are considered Other Funds.

Fixed Allocation Funds Automatic Rebalancing. If the Contract value in the Fixed Allocation Funds is
less than 20% of the total Contract value allocated to the Fixed Allocation Funds and Other Funds on any ING
LifePay Rebalancing Date, we will automatically rebalance the Contract value allocated to the Fixed Allocation
Funds and Other Funds so that 20% of this amount is allocated to the Fixed Allocation Funds. Accepted Funds
are excluded from Fixed Allocation Funds Automatic Rebalancing. Any rebalancing is done on a pro-rata basis
among the Other Funds and will be the last transaction processed on that date. The ING LifePay Rebalancing
Dates occur on each Contract anniversary and after the following transactions:

1)	receipt of additional premiums;

2)	transfer or reallocation among the Fixed Allocation Funds or Other Funds, whether automatic or specifically directed by you;

3)	withdrawals from the Fixed Allocation Funds or Other Funds.

ESII - 147947

Death of Owner or Annuitant. The ING LifePay rider and charges terminate on the earlier of:

1)	if the rider is in Lifetime Guaranteed Withdrawal status, the date of receipt of due proof of death (“claim date”) of the owner (or in the case of joint owners, the first owner) or the annuitant if there is a non-natural owner; or

2)	the date the rider enters Lifetime Automatic Periodic Benefit status.

Continuation After Death – Spouse. If the surviving spouse of the deceased owner continues the
Contract (see “Death Benefit Choices – Continuation After Death – Spouse”), the rider will also continue,
provided the following conditions are met:

1)	The spouse is at least 50 years old on the date the Contract is continued; and

2)	The spouse becomes the annuitant and sole owner.

If the rider is in the Growth Phase at the time of spousal continuation:

1)	The rider will continue in the Growth Phase;

2)	On the date the rider is continued, the ING LifePay Base will be reset to equal the greater of the ING LifePay Base and the then current Contract value;

3)	The ING LifePay charges will restart and be the same as were in effect prior to the claim date; and

4)	The Maximum Annual Withdrawal percentage will be determined as of the date of the first withdrawal, whenever it occurs, and will be based on the spouse’s age on that date.

If the rider is in the Withdrawal Phase at the time of spousal continuation:

1)	The rider will continue in the Withdrawal Phase.

2)	On the Contract anniversary following the date the rider is continued:

	(a)	If the surviving spouse was not the annuitant before the owner’s death, the Maximum Annual Withdrawal is recalculated by multiplying the Contract value on that Contract anniversary by the Maximum Annual Withdrawal percentage based on the surviving spouse’s age on that Contract anniversary, and the Maximum Annual Withdrawal is considered to be zero from the claim date to that Contract anniversary. Withdrawals are permitted pursuant to the other provisions of the Contract. Withdrawals causing the Contract value to fall to zero will terminate the Contract and the rider.

	(b)	If the surviving spouse was the annuitant before the owner’s death, the Maximum Annual Withdrawal is recalculated as the greater of the Maximum Annual Withdrawal on the claim date (adjusted for excess withdrawals thereafter) and the Maximum Annual Withdrawal resulting from multiplying the Contract value on that Contract anniversary by the Maximum Annual Withdrawal percentage. The Maximum Annual Withdrawal does not go to zero on the claim date and withdrawals may continue under the rider provisions.

3)	The rider charges will restart on the Contract anniversary following the date the rider is continued and will be the same as were in effect prior to the claim date.

Effect of ING LifePay Rider on Death Benefit. If you die before Lifetime Automatic Periodic Benefit
Status begins under the ING LifePay rider, the death benefit is payable, but the rider terminates. However, if
the beneficiary is the owner’s spouse, and the spouse elects to continue the Contract, the death benefit is not
payable until the spouse’s death. Thus, you should not purchase this rider with multiple owners, unless the

ESII - 147947

owners are spouses. See “Death of Owner or Annuitant” and “Continuation After Death – Spouse,” above for
further information.

While in Lifetime Automatic Periodic Benefit Status, if the owner who is not the annuitant dies, we will
continue to pay the periodic payments that the owner was receiving under the ING LifePay rider to the
annuitant. While in Lifetime Automatic Periodic Benefit Status, if an owner who is also the annuitant dies, the
periodic payments will stop. No other death benefit is payable.

Change of Owner or Annuitant. Other than as provided above under “Continuation After Death - Spouse,”
you may not change the annuitant. The rider and rider charges will terminate upon change of owner, including
adding an additional owner, except for the following ownership changes:

1)	spousal continuation as described above;

2)	change of owner from one custodian to another custodian;

3)	change of owner from a custodian for the benefit of an individual to the same individual;

4)	change of owner from an individual to a custodian for the benefit of the same individual;

5)	collateral assignments;

6)	change in trust as owner where the individual owner and the grantor of the trust are the same individual;

7)	change of owner from an individual to a trust where the individual owner and the grantor of the trust are the same individual; and

8)	change of owner from a trust to an individual where the individual owner and the grantor of the trust are the same individual.

Surrender Charges. If you elect the ING LifePay rider, your withdrawals will be subject to surrender charges
if they exceed the free withdrawal amount. However, once your Contract value is zero, the periodic payments under
the ING LifePay rider are not subject to surrender charges.

Loans. The portion of any Contract value used to pay off an outstanding loan balance will reduce the ING
LifePay Base or Maximum Annual Withdrawal as applicable. We do not recommend the ING LifePay rider if loans
are contemplated.

Taxation. For more information about the tax treatment of amounts paid to you under the ING LifePay Rider,
see “Federal Tax Considerations – Tax Consequences of Living Benefits and Death Benefit.”

ING Joint LifePay Minimum Guaranteed Withdrawal Benefit (“ING Joint LifePay”) Rider. The ING Joint
LifePay rider generally provides, subject to the restrictions and limitations below, that we will guarantee a minimum
level of annual withdrawals from the Contract for the lifetime of both you and your spouse, even if these
withdrawals deplete your contract value to zero. You may wish to purchase this rider if you are married and are
concerned that you and your spouse may outlive your income.

Purchase. The ING Joint LifePay rider is only available for purchase by individuals who are married at the
time of purchase and eligible to elect spousal continuation (as defined by the Tax Code) when the death benefit
becomes payable. We refer to these individuals as spouses. Certain ownership, annuitant, and beneficiary
designations are required in order to purchase the ING Joint LifePay rider. See “Ownership, Annuitant, and
Beneficiary Requirements,” below.

ESII - 147947

The minimum issue age is 55 and the maximum issue age is 80. Both spouses must meet these issue age
requirements on the contract anniversary on which the ING Joint LifePay rider is effective. The issue age is the age
of the owners on the Contract anniversary on which the rider is effective. Some broker dealers may limit the
maximum issue age to ages younger than age 80, but in no event lower than age 55. We reserve the right to change
the minimum or maximum issue ages on a nondiscriminatory basis. The ING Joint LifePay rider is available for
Contracts issued on and after November 1, 2004 (subject to availability) that do not already have a living benefit
rider. The ING Joint LifePay rider will not be issued if the initial allocation to investment options is not in
accordance with the investment option restrictions described in “Investment Option Restrictions,” below. For
Contracts with the ING LifePay rider, you may elect the ING Joint LifePay rider in place of the ING LifePay rider
for a limited time. For more information, please contact our Customer Service Center. The Company in its
discretion may allow the ING Joint LifePay rider to be elected during the 30-day period preceding a contract
anniversary. Such election must be received in good order, including owner, annuitant, and beneficiary designations
and compliance with the investment restrictions described below. The ING Joint LifePay rider will be effective as
of that contract anniversary.

Ownership, Annuitant, and Beneficiary Designation Requirements. Certain ownership, annuitant, and
beneficiary designations are required in order to purchase the ING Joint LifePay rider. These designations depend
upon whether the contract is issued as a nonqualified contract, an IRA or a custodial IRA. In all cases, the
ownership, annuitant, and beneficiary designations must allow for the surviving spouse to continue the contract
when the death benefit becomes payable, as provided by the Tax Code. Non-natural, custodial owners are only
allowed with IRAs (“custodial IRAs”). Joint annuitants are not allowed. The necessary ownership, annuitant,
and/or beneficiary designations are described below. Applications that do not meet the requirements below will be
rejected. We reserve the right to verify the date of birth and social security number of both spouses.

Nonqualified Contracts. For a jointly owned contract, the owners must be spouses, and the annuitant
must be one of the owners. For a contract with only one owner, the owner’s spouse must be the sole primary
beneficiary, and the annuitant must be one of the spouses.

IRAs. There may only be one owner, who must also be the annuitant. The owner’s spouse must be the
sole primary beneficiary.

Custodial IRAs. While we do not maintain individual owner and beneficiary designations for IRAs held
by an outside custodian, the ownership and beneficiary designations with the custodian must comply with the
requirements listed in “IRAs,” above. The annuitant must be the same as the beneficial owner of the custodial
IRA. We require the custodian to provide us the name and date of birth of both the owner and the owner’s
spouse.

Rider Date. The ING Joint LifePay rider date is the date the ING Joint LifePay rider becomes effective. If you
purchase the ING Joint LifePay rider when the contract is issued, the ING Joint LifePay rider date is also the
contract date.

Charge. The charge for the ING Joint LifePay rider, a living benefit, is deducted quarterly, and is a percentage
of contract value:

Maximum Annual Charge		Current Annual Charge

1.50%		0.75%

ESII - 147947

charge may be subject to change if you elect the reset option after your first five contract years, but subject to
the maximum annual charge.

If the contract value in the subaccounts is insufficient for the charge, then we deduct it from any Fixed Interest
Allocations, in which case a Market Value Adjustment may apply. But currently, a Market Value Adjustment
would not apply when this charge is deducted from a Fixed Interest Allocation. With Fixed Interest
Allocations, we deduct the charge from the Fixed Interest Allocation having the nearest maturity. For more
information about the Fixed Interest Allocation, including the Market Value Adjustment, please see Appendix
C. We reserve the right to change the charge for this rider, subject to the maximum annual charge. If changed,
the new charge will only apply to riders issued after the change.

No Cancellation. Once you purchase the ING Joint LifePay rider, you may not cancel it unless you cancel the
contract during the contract’s free look period (or otherwise cancel the contract pursuant to its terms), surrender
or annuitize in lieu of payments under the ING Joint LifePay rider. These events automatically cancel the ING
Joint LifePay rider.

Termination. The ING Joint LifePay rider is a “living benefit,” which means the guaranteed benefits offered
are intended to be available to you and your spouse while you are living and while your contract is in the
accumulation phase. The optional rider automatically terminates if you:

1)	terminate your contract pursuant to its terms during the accumulation phase, surrender, or begin receiving annuity payments in lieu of payments under the ING Joint LifePay rider;

2)	die during the accumulation phase (first owner to die in the case of joint owners, or death of annuitant if the contract is a custodial IRA), unless your spouse elects to continue the contract (and your spouse is active for purposes of the ING Joint LifePay rider); or

3)	change the owner of the contract (other than a spousal continuation by an active spouse).

See “Change of Owner or Annuitant,” below. Other circumstances that may cause the ING Joint LifePay rider
to terminate automatically are discussed below.

Active Status. Once the ING Joint LifePay rider has been issued, a spouse must remain in “active” status in
order to exercise rights and receive the benefits of the ING Joint LifePay rider after the first spouse’s death by
electing spousal continuation. In general, changes to the ownership, annuitant, and/or beneficiary designation
requirements noted above will result in one spouse being designated as “inactive.” Inactive spouses are not eligible
to continue the benefits of the ING Joint LifePay rider after the death of the other spouse. Once designated
“inactive,” a spouse may not regain active status under the ING Joint LifePay rider. Specific situations that will
result in a spouse’s designation as “inactive” include the following:

1)	For nonqualified contracts where the spouses are joint owners, the removal of a joint owner (if that spouse does not automatically become sole primary beneficiary pursuant to the terms of the contract), or the change of one joint owner to a person other than an active spouse.

2)	For nonqualified contracts where one spouse is the owner and the other spouse is the sole primary beneficiary, as well as for IRA contracts (including custodial IRAs), the addition of a joint owner who is not also an active spouse or any change of beneficiary (including the addition of primary beneficiaries).

3)	In the event of the death of one spouse (in which case the deceased spouse becomes inactive).

ESII - 147947

K10

understand the impact of beneficiary and owner changes on the ING Joint LifePay rider prior to requesting
any such changes.

A divorce will terminate the ability of an ex-spouse to continue the contract. See “Divorce,” below.

Lifetime Guaranteed Withdrawal Status. This status begins on the date the ING Joint LifePay rider is issued
(the “effective date of the ING Joint LifePay rider”) and continues until the earliest of:

1)	the annuity commencement date;

2)	reduction of the contract value to zero by a withdrawal in excess of the Maximum Annual Withdrawal;

3)	reduction of the contract value to zero by a withdrawal less than or equal to the Maximum Annual Withdrawal (see “Lifetime Automatic Periodic Benefit Status,” below);

4)	the surrender of the contract; or

5)	the death of the owner (first owner, in the case of joint owners, or the annuitant, in the case of a custodial IRA), unless your active spouse beneficiary elects to continue the contract.

As described below, certain features of the ING Joint LifePay rider may differ depending upon whether you are in
Lifetime Guaranteed Withdrawal Status.

How the ING Joint LifePay Rider Works. The ING Joint LifePay rider has two phases. The first phase,
called the Growth Phase, begins on the effective date of the ING Joint LifePay rider and ends as of the business day
before the first withdrawal is taken (or when the annuity commencement date is reached). The second phase is
called the Withdrawal Phase. This phase begins as of the date you take the first withdrawal of any kind under the
contract (other than advisory fees, as described below), or the annuity commencement date, whichever occurs first.
During the accumulation phase of the contract, the ING Joint LifePay rider may be in either the Growth Phase or the
Withdrawal Phase. During the income phase of the contract, the ING Joint LifePay rider may only be in the
Withdrawal Phase. The ING Joint LifePay rider is initially in Lifetime Guaranteed Withdrawal Status. While in
this status you may terminate the ING Joint LifePay rider by electing to enter the income phase and begin receiving
annuity payments. However, if you have not elected to begin receiving annuity payments, and the ING Joint
LifePay rider enters Lifetime Automatic Periodic Benefit Status because the contract value has been reduced to zero,
the ING Joint LifePay rider and contract terminate (other than those provisions regarding the payment of the
Maximum Annual Withdrawal, as described below) and you can no longer elect to receive annuity payments.

Benefits paid under the ING Joint LifePay rider require the calculation of the Maximum Annual Withdrawal. The
ING Joint LifePay Base (referred to as the “MGWB Base” in the contract) is used to determine the Maximum
Annual Withdrawal and is calculated as follows:

1)	If you purchased the ING Joint LifePay rider on the contract date, the initial ING Joint LifePay Base is equal to the initial premium.

2)	If you purchased the ING Joint LifePay rider after the contract date, the initial ING Joint LifePay Base is equal to the contract value on the effective date of the ING Joint LifePay rider.

3)	The initial ING Joint LifePay Base is increased dollar-for-dollar by any premiums received during the Growth Phase (“eligible premiums”). The ING Joint LifePay Base is also increased to equal the contract value if the contract value is greater than the current ING Joint LifePay Base, valued on each quarterly contract anniversary after the effective date of the ING Joint LifePay rider during the Growth Phase. The ING Joint LifePay Base has no additional impact on the calculation of annuity payments or withdrawal benefits.

ESII - 147947

K11

Currently, any additional premiums paid during the Withdrawal Phase are not eligible premiums for purposes of
determining the ING Joint LifePay Base or the Maximum Annual Withdrawal; however, we reserve the right to treat
such premiums as eligible premiums at our discretion, in a nondiscriminatory manner. Premiums received during
the Withdrawal Phase do increase the contract value used to determine the reset Maximum Annual Withdrawal if
you choose to reset the ING Joint LifePay rider (see “ING Joint LifePay Reset Option,” below). We reserve the
right to discontinue allowing premium payments during the Withdrawal Phase.

Determination of the Maximum Annual Withdrawal. The Maximum Annual Withdrawal is determined
on the date the Withdrawal Phase begins. It equals the Maximum Annual Withdrawal percentage multiplied by
the greater of the contract value and the ING Joint LifePay Base, as of the last day of the Growth Phase. The
first withdrawal after the effective date of the ING Joint LifePay rider (which causes the end of the Growth
Phase) is treated as occurring on the first day of the Withdrawal Phase, immediately after calculation of the
Maximum Annual Withdrawal. The Maximum Annual Withdrawal percentage, which varies by age of the
youngest active spouse on the date the Withdrawal Phase begins, is as follows:

		Maximum Annual
Annuitant Age		Withdrawal Percentage

55-64		4%

65-75		5%

76-80		6%

81+		7%

Once determined the Maximum Annual Withdrawal percentage never changes for the contract. This is
important to keep in mind in deciding when to take your first withdrawal because the younger you are at that
time, the lower the Maximum Annual Withdrawal percentage.

If the ING Joint LifePay rider is in the Growth Phase, and the annuity commencement date is reached, the ING
Joint LifePay rider will enter the Withdrawal Phase and annuity payments will begin. In lieu of the annuity
options under the Contract, you may elect a life only annuity option under which we will pay the greater of the
annuity payout under the Contract and equal annual payments of the Maximum Annual Withdrawal, provided
that, if both spouses are active, payments under the life only annuity option will be calculated using the joint life
expectancy table for both spouses. If only one spouse is active, payments will be calculated using the single life
expectancy table for the active spouse.

Withdrawals in a contract year that do not exceed the Maximum Withdrawal Amount do not reduce the
Maximum Withdrawal Amount. However, if withdrawals in any contract year exceed the Maximum Annual
Withdrawal (an “excess withdrawal”), the Maximum Annual Withdrawal will be reduced on a pro-rata basis.
This means that the Maximum Annual Withdrawal will be reduced by the same proportion as the excess
withdrawal is of the contract value determined after the deduction the amount withdrawn up to the Maximum
Annual Withdrawal but before deduction of the excess withdrawal.

When a withdrawal is made, the total withdrawals taken in a contract year are compared with the current
Maximum Annual Withdrawal. To the extent that the withdrawal taken causes the total withdrawals in that year
to exceed the current Maximum Annual Withdrawal, that withdrawal is considered excess. For purposes of
determining whether the Maximum Annual Withdrawal has been exceeded, any applicable Market Value
Adjustment or surrender charges will not be considered. However, for purposes of determining the Maximum
Annual Withdrawal reduction after an excess withdrawal, surrender charges and/or Market Value Adjustment
are considered to be part of the withdrawal, and will be included in the pro-rata adjustment to the Maximum
Annual Withdrawal. See Illustration 1 and 2 below for examples of this concept.

ESII - 147947

K12

Required Minimum Distributions. Withdrawals taken from the contract to satisfy the Required
Minimum Distribution rules of the Tax Code are considered withdrawals for purposes of the ING Joint LifePay
rider, and will begin the Withdrawal Phase if the Withdrawal Phase has not already started. Any such
withdrawal which exceeds the Maximum Annual Withdrawal for a specific contract year will not be deemed
excess withdrawals in that contract year for purposes of the ING Joint LifePay rider, subject to the following:

1)	If the contract owner’s Required Minimum Distribution for a calendar year (determined on a date on or before January 31 of that year), applicable to the contract, is greater than the Maximum Annual Withdrawal on that date, an Additional Withdrawal Amount will be set equal to that portion of the Required Minimum Distribution that exceeds the Maximum Annual Withdrawal.

2)	You may withdraw the Additional Withdrawal Amount from this contract without it being deemed an excess withdrawal.

3)	Any withdrawals taken in a contract year will count first against the Maximum Annual Withdrawal for that contract year.

4)	Once the Maximum Annual Withdrawal for the then current contract year has been taken, additional amounts withdrawn in excess of the Maximum Annual Withdrawal will count against and reduce any Additional Withdrawal Amount.

5)	Withdrawals that exceed the Additional Withdrawal Amount are excess withdrawals and will reduce the Maximum Annual Withdrawal on a pro-rata basis, as described above.

6)	The Additional Withdrawal Amount is reset to zero at the end of each calendar year, and remains at zero until it is reset in January of the following calendar year, even if, pursuant to the Tax Code, the contract owner may take a Required Minimum Distribution for that calendar year after the end of the calendar year.

7)	If the contract is still in the Growth Phase on the date the Additional Withdrawal Amount is determined, but enters the Withdrawal Phase later during that calendar year, the Additional Withdrawal Amount will be equal to the amount in excess of the Maximum Annual Withdrawal Amount necessary to satisfy the Required Minimum Distribution for that year (if any).

See Illustration 3 below.

Investment Advisory Fees. Withdrawals taken pursuant to a program established by the owner for the
payment of investment advisory fees to a named third party investment adviser for advice on management of
the contract’s values will not cause the Withdrawal Phase to begin. During the Growth Phase, such withdrawals
reduce the ING Joint LifePay Base on a pro-rata basis, and during the Withdrawal Phase, these withdrawals are
treated as any other withdrawal.

Lifetime Automatic Periodic Benefit Status. If the contract value is reduced to zero by a withdrawal in
excess of the Maximum Annual Withdrawal, the contract and the ING Joint LifePay rider will terminate due to
the pro-rata reduction described in “Determination of the Maximum Annual Withdrawal,” above.

If the contract value is reduced to zero for a reason other than a withdrawal in excess of the Maximum Annual
Withdrawal while the ING Joint LifePay rider is in Lifetime Guaranteed Withdrawal Status, the ING Joint
LifePay rider will enter Lifetime Automatic Periodic Benefit Status and you are no longer entitled to make
withdrawals. Instead, under the ING Joint LifePay rider you will begin to receive periodic payments in an
annual amount equal to the Maximum Annual Withdrawal.

ESII - 147947

K13

When the ING Joint LifePay rider enters Lifetime Automatic Periodic Benefit Status:

1)	the contract will provide no further benefits (including death benefits) other than as provided under the ING Joint LifePay rider;

2)	no further premium payments will be accepted; and

3)	any other riders attached to the contract will terminate, unless otherwise specified in that rider.

During Lifetime Automatic Periodic Benefit Status, we will pay you periodic payments in an annual amount
that is equal to the Maximum Annual Withdrawal. The time period for which we will make these payments will
depend upon whether one or two spouses are active under the ING Joint LifePay rider at the time this status
begins. If both spouses are active under the ING Joint LifePay rider, these payments will cease upon the death
of the second spouse, at which time both the ING Joint LifePay rider and the contract will terminate without
further value. If only one spouse is active under the ING Joint LifePay rider, the payments will cease upon the
death of the active spouse, at which time both the ING Joint LifePay rider and the contract will terminate
without value.

If the Maximum Annual Withdrawal exceeds the net withdrawals taken the contract year when the ING Joint
LifePay rider enters Lifetime Automatic Periodic Benefit Status (including the withdrawal that results in the
contract value decreasing to zero), that difference will be paid immediately to the contract owner. The periodic
payments will begin on the last day of the first full contract year following the date the ING Joint LifePay rider
enters Lifetime Automatic Periodic Benefit Status and will continue to be paid annually thereafter.

You may elect to receive systematic withdrawals pursuant to the terms of the contract. Under a systematic
withdrawal, either a fixed amount or an amount based upon a percentage of the contract value will be
withdrawn from your contract and paid to you on a scheduled basis, either monthly, quarterly or annually. If, at
the time the ING Joint LifePay rider enters Lifetime Automatic Periodic Benefit Status, you are receiving
systematic withdrawals under the contract more frequently than annually, the periodic payments will be made at
the same frequency in equal amounts such that the sum of the payments in each contract year will equal the
annual Maximum Annual Withdrawal. Such payments will be made on the same payment dates as previously
set up, if the payments were being made monthly or quarterly. If the payments were being made semi-annually
or annually, the payments will be made at the end of the half-contract year or contract year, as applicable.

ING Joint LifePay Reset Option. Beginning one year after the Withdrawal Phase begins, you may choose to
reset the Maximum Annual Withdrawal, if the Maximum Annual Withdrawal percentage multiplied by the contract
value would be greater than your current Maximum Annual Withdrawal. You must elect to reset by a request in a
form satisfactory to us. On the date the request is received (the “Reset Effective Date”), the Maximum Annual
Withdrawal will increase to be equal to the Maximum Annual Withdrawal percentage multiplied by the contract
value on the Reset Effective Date. The reset option is only available when the ING Joint LifePay rider is in Lifetime
Guaranteed Withdrawal Status. We reserve the right to limit resets to the contract anniversary.

After exercising the reset option, you must wait one year before electing to reset again. We will not accept a request
to reset if the new Maximum Annual Withdrawal on the date the request is received would be less than your current
Maximum Annual Withdrawal.

If the reset option is exercised, the charge for the ING Joint LifePay rider will be equal to the charge then in effect
for a newly purchased rider but will not exceed the maximum annual charge of 1.50% . However, we guarantee that
the ING Joint LifePay rider charge will not increase for resets exercised within the first five contract years. See
Illustration 4 at the end of this Appendix.

Investment Option Restrictions. In order to mitigate the insurance risk inherent in our guarantee to provide
you and your spouse with lifetime payments (subject to the terms and restrictions of the ING Joint LifePay rider),
we require that your contract value be allocated in accordance with certain limitations. In general, to the extent that
you choose not to invest in the Accepted Funds, we require that 20% of the amount not so invested be invested in

ESII - 147947

K14

the Fixed Allocation Funds. We will require this allocation regardless of your investment instructions to the
contract, as described below.

While the ING Joint LifePay 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 20% of such contract value in the Fixed Allocation Funds. See “Fixed Allocation Funds Automatic
Rebalancing,” below.

Accepted Funds. Currently, the Accepted Funds are:

ING American Funds Asset Allocation Portfolio;
ING Franklin Templeton Founding Strategy Portfolio;
ING LifeStyle Growth Portfolio;
ING LifeStyle Moderate Growth Portfolio;
ING LifeStyle Moderate Portfolio;
ING Liquid Assets Portfolio;
ING MFS Total Return Portfolio;
ING T. Rowe Price Capital Appreciation Portfolio;
ING Van Kampen Equity and Income Portfolio;
ING WisdomTree^SMGlobal High-Yielding Equity Index Portfolio;
BlackRock Global Allocation V.I. Portfolio; and
Fixed Interest Allocation.

ING American Funds Bond Portfolio;
ING Lehman Brothers U.S. Aggregate Bond Index Portfolio;
ING PIMCO Core Bond Portfolio; and
ING VP Intermediate Bond Portfolio.

You may allocate contract value to one or more of the Fixed Allocation Funds. We consider the ING VP
Intermediate Bond Portfolio to be the default Fixed Allocation Fund with Fixed Allocation Funds
Automatic Rebalancing.

Other Funds. All portfolios available under the contract other than Accepted Funds or the Fixed
Allocation Funds are considered Other Funds.

Fixed Allocation Funds Automatic Rebalancing. If the contract value in the Fixed Allocation Funds is
less than 20% of the total contract value allocated to the Fixed Allocation Funds and Other Funds on any ING
Joint LifePay Rebalancing Date, we will automatically rebalance the contract value allocated to the Fixed
Allocation Funds and Other Funds so that 20% of this amount is allocated to the Fixed Allocation Funds.
Accepted Funds are excluded from Fixed Allocation Funds Automatic Rebalancing. Any rebalancing is done
on a pro-rata basis among the Other Funds and will be the last transaction processed on that date. The ING
Joint LifePay Rebalancing Dates occur on each contract anniversary and after the following transactions:

1)	receipt of additional premiums;

2)	transfer or reallocation among the Fixed Allocation Funds or Other Funds, whether automatic or specifically directed by you; and

3)	withdrawals from the Fixed Allocation Funds or Other Funds.

ESII - 147947

K15

Fixed Allocation Funds Automatic Rebalancing is separate from any other automatic rebalancing under the
contract. However, if the other automatic rebalancing under the contract causes the allocations to be out of
compliance with the investment option restrictions noted above, Fixed Allocation Funds Automatic
Rebalancing will occur immediately after the automatic rebalancing to restore the required allocations. See
“Appendix I – Examples of Fixed Allocation Funds Automatic Rebalancing.”

In certain circumstances, Fixed Allocation Funds Automatic Rebalancing may result in a reallocation into the
Fixed Allocation Funds even if you have not previously been invested in them. See “Appendix I – Examples of
Fixed Allocation Funds Automatic Rebalancing, Example I.” By electing to purchase the ING Joint LifePay
rider, you are providing the Company with direction and authorization to process these transactions,
including reallocations into the Fixed Allocation Funds. You should not purchase the ING Joint LifePay
rider if you do not wish to have your contract value reallocated in this manner.

Divorce. Generally, in the event of a divorce, the spouse who retains ownership of the contract will continue to
be entitled to all rights and benefits of the ING Joint LifePay rider, while the ex-spouse will no longer have any such
rights or be entitled to any such benefits. In the event of a divorce during Lifetime Guaranteed Withdrawal Status,
the ING Joint LifePay rider continues, and terminates upon the death of the owner (first owner in the case of joint
owners, or the annuitant in the case of a custodial IRA). Although spousal continuation may be available under the
Tax Code for a subsequent spouse, the ING Joint LifePay rider cannot be continued by the new spouse. As the
result of the divorce, we may be required to withdraw assets for the benefit of an ex-spouse. Any such withdrawal
will be considered a withdrawal for purposes of the Maximum Annual Withdrawal amount. In other words, if a
withdrawal incident to a divorce exceeds the Maximum Annual Withdrawal amount, it will be considered an excess
withdrawal. See “Determination of the Maximum Annual Withdrawal,” above. As noted, in the event of a divorce
there is no change to the Maximum Annual Withdrawal and we will continue to deduct charges for the ING Joint
LifePay rider.

In the event of a divorce during Lifetime Automatic Periodic Benefit Status, there will be no change to the periodic
payments made. Payments will continue until both spouses are deceased.

Death of Owner. The death of the owner (or in the case of joint owners, the first owner, or for custodial IRAs,
the annuitant) during Lifetime Guaranteed Withdrawal Status may cause the termination of the ING Joint LifePay
rider and its charges, depending upon whether one or both spouses are in active status at the time of death, as
described below.

1)	If both spouses are in active status: If the surviving spouse elects to continue the contract and becomes the sole owner and annuitant, the ING Joint LifePay rider will remain in effect pursuant to its original terms and ING Joint LifePay coverage and charges will continue. As of the date the contract is continued, the Maximum Annual Withdrawal will be set to the greater of the existing Maximum Annual Withdrawal or the Maximum Annual Withdrawal percentage multiplied by the contract value on the date the contract is continued. Such a reset will not count as an exercise of the ING Joint LifePay Reset Option, and rider charges will not increase.

	If the surviving spouse elects not to continue the contract, ING Joint LifePay rider coverage and charges will cease upon the earlier of payment of the death benefit or notice that an alternative distribution option has been chosen.

2)	If the surviving spouse is in inactive status: The ING Joint LifePay rider terminates and ING Joint LifePay coverage and charges cease upon proof of death.

Change of Owner or Annuitant. Other than as a result of spousal continuation, you may not change the
annuitant. The ING Joint LifePay rider and rider charges will terminate upon change of owner, including adding an
additional owner, except for the following ownership changes:

1)	spousal continuation by an active spouse, as described above;

2)	change of owner from one custodian to another custodian for the benefit of the same individual;

ESII - 147947

K16

3)	change of owner from a custodian for the benefit of an individual to the same individual (in order to avoid the owner’s spouse from being designated inactive, the owner’s spouse must be named sole beneficiary under the contract);

4)	change of owner from an individual to a custodian for the benefit of the same individual;

5)	collateral assignments;

6)	for nonqualified contracts only, the addition of a joint owner, provided that the additional joint owner is the original owner’s spouse and is active when added as joint owner;

7)	for nonqualified contracts, removal of a joint owner, provided the removed joint owner is active and becomes the primary contract beneficiary; and

8)	change of owner where the owner becomes the sole primary beneficiary and the sole primary beneficiary becomes the owner if both were active spouses at the time of the change.

Surrender Charges. If you elect the ING Joint LifePay rider, your withdrawals will be subject to surrender
charges if they exceed the free withdrawal amount. However, once your contract value is zero, the periodic
payments under the ING Joint LifePay rider are not subject to surrender charges, nor will these amounts be subject
to any other charges under the contract.

Federal Tax Considerations. For more information about the tax treatment of amounts paid to you under the
ING Joint LifePay rider, see “Federal Tax Considerations – Tax Consequences of Living Benefits and Death
Benefit.”

ING LifePay and ING Joint LifePay Partial Withdrawal Amount Examples. The following are examples of
adjustments to the Maximum Annual Withdrawal amount for withdrawals in excess of the Maximum Annual
Withdrawal:

Illustration 1: Adjustment to the Maximum Annual Withdrawal amount for a withdrawal in excess of the
Maximum Annual Withdrawal, including surrender and/or MVA charges.

Assume the Maximum Annual Withdrawal is $5,000.

ESII - 147947

K17

Illustration 2: Adjustment to the Maximum Annual Withdrawal amount for a withdrawal in excess of the
Maximum Annual Withdrawal.

Assume the Maximum Annual Withdrawal is $5,000.

The first withdrawal taken during the contract year is $3,000 net, with $0 of surrender charges, and/or MVA
charges. The Maximum Annual Withdrawal is not exceeded.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges, and/or MVA
charges. The Maximum Annual Withdrawal is not exceeded because total net withdrawals, $4,500, do not exceed
the Maximum Annual Withdrawal, $5,000.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges, and/or MVA
charges. Because total net withdrawals taken, $6,000, exceed the Maximum Annual Withdrawal, $5,000, there is an
adjustment to the Maximum Annual Withdrawal.

Total gross withdrawals during the contract year are $6,000 ($3,000 + $1,500 + $1,500). The adjustment is the
lesser of the amount by which the total gross withdrawals for the year exceed the Maximum Annual Withdrawal,
$1,000, and the amount of the current gross withdrawal, $1,500.

If the Account Value after the part of the gross withdrawal that was within the Maximum Annual Withdrawal, $500,
is $49,500, then the Maximum Annual Withdrawal is reduced by 2.02% ($1,000 / $49,500) to $4,899 ((1 - 2.02%)
* $5,000).

Illustration 3: A withdrawal exceeds the Maximum Annual Withdrawal amount but does not exceed the
Additional Withdrawal Amount.

Assume the Maximum Annual Withdrawal is $5,000. The RMD for the current calendar year applicable to this
contract is determined to be $6,000. The Additional Withdrawal Amount is set equal to the excess of this amount
above the Maximum Annual Withdrawal, $1,000 ($6,000 - $5,000).

The first withdrawal taken during the contract year is $3,000 net, with $0 of surrender charges, and/or MVA
charges. The Maximum Annual Withdrawal is not exceeded.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges, and/or MVA
charges. The Maximum Annual Withdrawal is not exceeded because total net withdrawals, $4,500, do not exceed
the Maximum Annual Withdrawal, $5,000.

The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges, and/or MVA
charges. Total net withdrawals taken, $6,000, exceed the Maximum Annual Withdrawal, $5,000, however, the
Maximum Annual Withdrawal is not adjusted until the Additional Withdrawal Amount is exhausted. The amount by
which total net withdrawals taken exceed the Maximum Annual Withdrawal, $1,000 ($6,000 - $5,000), is the same
as the Additional Withdrawal Amount, so no adjustment to the Maximum Annual Withdrawal is made. If total net
withdrawals taken had exceeded the sum of the Maximum Annual Withdrawal and the Additional Withdrawal
Amount, then an adjustment would be made to the Maximum Annual Withdrawal.

Illustration 4: The Reset Option is utilized.

Assume the Maximum Annual Withdrawal is $5,000 and the Maximum Annual Withdrawal percentage is 5%.

One year after the first withdrawal is taken, the contract value has increased to $120,000, and the Reset Option is
utilized. The Maximum Annual Withdrawal is now $6,000 ($120,000 * 5%).

One year after the Reset Option was first utilized, the contract value has increased further to $130,000. The Reset
Option is utilized again, and the Maximum Annual Withdrawal is now $6,500 ($130,000 * 5%).

ESII - 147947

K18

APPENDIX L

Minimum Guaranteed Withdrawal Benefit

(Applicable to Contracts Issued in States Where ING LifePay is Not Available.)

Minimum Guaranteed Withdrawal Benefit Rider (MGWB). The MGWB rider, marketed under the name, ING
PrincipalGuard Withdrawal Benefit, is an optional benefit which guarantees that if your contract value is reduced to
zero, you will receive periodic payments. The amount of the periodic payments is based on the amount in the
MGWB Withdrawal Account. Only premiums added to your Contract during the first two-year period after
your rider date are included in the MGWB Withdrawal Account. Any additional premium payments added
after the second rider anniversary are not included in the MGWB Withdrawal Account. Thus, the MGWB rider may
not be appropriate for you if you plan to add substantial premium payments after your second rider anniversary.

The guarantee provides that, subject to the conditions described below, the amount you will receive in periodic
payments is equal to your Eligible Payment Amount adjusted for any prior withdrawals. Your Eligible Payment
Amount depends on when you purchase the MGWB rider and equals:

1)	if you purchased the MGWB rider on the contract date: your premium payments received during the first two contract years;

2)	if you purchased the MGWB rider after the contract date: your contract value on the Rider Date, including any premiums received that day, and any subsequent premium payments received during the two-year period commencing on the Rider Date.

To maintain the guarantee, withdrawals in any contract year may not exceed 7% of your Eligible Payment Amount
adjusted, as defined below. If your contract value is reduced to zero, your periodic payments will be 7% of your
Eligible Payment Amount every year. Payments continue until your MGWB Withdrawal Account is reduced to zero.
Please note that before Automatic Periodic Benefit status is reached, withdrawals in excess of the free withdrawal
amount will be subject to surrender charges. Once your contract reaches Automatic Period Benefit Status, the
periodic payments paid under the MGWB rider are not subject to surrender charges.

The MGWB Withdrawal Account is equal to the Eligible Payment Amount adjusted for any withdrawals and
transfers between Covered and Excluded Funds. The MGWB Withdrawal Account is tracked separately for Covered
and Excluded Funds. The MGWB Withdrawal Account equals the sum of (a) the MGWB Withdrawal Account
allocated to Covered Funds, and (b) the lesser of (i) the MGWB Withdrawal Account allocated to Excluded Funds
and (ii) the contract value in Excluded Funds. Thus, investing in the Excluded Funds may limit the MGWB
Withdrawal Account. No investment options are currently designated as Excluded Funds for the Minimum
Guaranteed Withdrawal Benefit.

The Maximum Annual Withdrawal Amount (or “MAW”) is equal to 7% of the Eligible Payment Amount.
Withdrawals from Covered Funds of up to the MAW will reduce the value of your MGWB Withdrawal Account by
the dollar amount of the withdrawal. Any withdrawals from Covered Funds greater than the MAW will cause a
reduction in the MGWB Withdrawal Account allocated to Covered Funds by the proportion that the excess
withdrawal bears to the remaining contract value in Covered Funds after the withdrawal of the MAW. All
withdrawals from Excluded Funds will reduce the value of the MGWB Withdrawal Account allocated to Excluded
Funds on a pro-rata basis. If a single withdrawal involves both Covered and Excluded Funds and exceeds 7%, the
withdrawal will be treated as taken first from Covered Funds.

Any withdrawals greater than the MAW will also cause a reduction in the Eligible Payment Amount by the
proportion that the excess portion of the withdrawal bears to the contract value remaining after withdrawal of the
MAW at the time of the withdrawal. Please see “MGWB Excess Withdrawal Amount Examples,” below.

ESII - 147947

Once your contract value is zero, any periodic payments paid under the MGWB rider also reduce the MGWB
Withdrawal Account by the dollar amount of the payments. If a withdrawal reduces the MGWB Withdrawal
Account to zero, the MGWB rider terminates and no further benefits are payable under the rider.

Net transfers from Covered Funds to Excluded Funds will reduce the MGWB Withdrawal Account allocated to
Covered Funds on a pro-rata basis. The resulting increase in the MGWB Withdrawal Account allocated to Excluded
Funds equals the reduction in the MGWB Withdrawal Account for Covered Funds.

Net transfers from Excluded Funds to Covered Funds will reduce the MGWB Withdrawal Account allocated to
Excluded Funds on a pro-rata basis. The resulting increase in the MGWB Withdrawal Account allocated to Covered
Funds will equal the lesser of the reduction in the MGWB Withdrawal Account for Excluded Funds and the net
contract value transferred.

You should not make any withdrawals if you wish to retain the option to elect the Step-Up Benefit (see
below).

The MGWB Withdrawal Account is only a calculation which represents the remaining amount available for periodic
payments. It does not represent a contract value, nor does it guarantee performance of the subaccounts in which you
are invested. It will not affect your annuitization, surrender and death benefits.

Guaranteed Withdrawal Status. You may continue to make withdrawals in any amount permitted under your
Contract so long as your contract value is greater than zero. See “Withdrawals.” However, making any withdrawals
in any year greater than the MAW will reduce the Eligible Payment Amount and payments under the MGWB rider
by the proportion that the withdrawal bears to the contract value at the time of the withdrawal. The MGWB rider
will remain in force and you may continue to make withdrawals each year so long as:

1)	your contract value is greater than zero;

2)	your MGWB Withdrawal Account is greater than zero;

3)	you have not reached your latest allowable annuity start date;

4)	you have not elected to annuitize your Contract; and

5)	you have not died (unless your spouse has elected to continue the Contract), changed the ownership of the Contract or surrendered the Contract.

The standard Contract provision limiting withdrawals to no more than 90% of the cash surrender value is not
applicable under the MGWB rider.

Automatic Periodic Benefit Status. Under the MGWB rider, in the event your contract value is reduced to
zero, your Contract is given Automatic Periodic Benefit Status, if:

1)	your MGWB Withdrawal Account is greater than zero;

2)	you have not reached your latest allowable annuity start date;

3)	you have not elected to annuitize your Contract; and

4)	you have not died, changed the ownership of the Contract or surrendered the Contract.

Once your Contract is given Automatic Periodic Benefit Status, we will pay you the annual MGWB periodic
payments, beginning on the next contract anniversary until the earliest of (i) your Contract’s latest annuity start date,
(ii) the death of the owner; or (iii) your MGWB Withdrawal Account is exhausted. These payments are equal to the
lesser of the remaining MGWB Withdrawal Account or the MAW. We will reduce the MGWB Withdrawal Account
by the amount of each payment. Once your Contract is given Automatic Periodic Benefit Status, we will not accept

ESII - 147947

any additional premium payments in your Contract, and the Contract will not provide any benefits except those
provided by the MGWB rider. Any other rider terminates. Your Contract will remain in Automatic Periodic
Benefit Status until the earliest of (i) payment of all MGWB periodic payments, (ii) payment of the Commuted
Value (defined below) or (iii) the owner’s death.

On the Contract’s latest annuity start date, in lieu of making the remaining MGWB periodic payments, we will pay
you the Commuted Value of your MGWB periodic payments remaining. We may, at our option, extend your
annuity start date in order to continue the MGWB periodic payments. The Commuted Value is the present value of
any then-remaining MGWB periodic payments at the current interest rate plus 0.50% . The current interest rate will
be determined by the average of the Ask Yields for U.S. Treasury STRIPS as quoted by a national quoting service
for period(s) applicable to the remaining payments. Once we pay you the last MGWB periodic payment or the
Commuted Value, your Contract and the MGWB rider terminate.

Reset Option. Beginning on the fifth contract anniversary following the Rider Date, if the contract value is
greater than the MGWB Withdrawal Account, you may choose to reset the MGWB Rider. The effect will be to
terminate the existing MGWB Rider and add a new MGWB Rider (“New Rider”). The MGWB Withdrawal
Account under the New Rider will equal the contract value on the date the New Rider is effective. The charge for
the MGWB under the New Rider and any right to reset again will be based on the terms of the New Rider when it is
issued. We reserve the right to limit the reset election to contract anniversaries only. If you elect the Reset Option,
the Step-Up benefit is not available.

Step-Up Benefit. If the Rider Date is the same as the Contract Date, beginning on the fifth contract anniversary
following the Rider Date, if you have not made any previous withdrawals, you may elect to increase the MGWB
Withdrawal Account, the adjusted Eligible Payment Amount and the MAW by a factor of 20%. This option is
available whether or not the contract value is greater than the MGWB Withdrawal Account. If you elect the Step-
Up Benefit:

1)	we reserve the right to increase the charge for the MGWB Rider up to a maximum annual charge of 1.00% of contract value;

2)	you must wait at least five years from the Step-Up date to elect the Reset Option.

The Step-Up Benefit may be elected only one time under the MGWB Rider. We reserve the right to limit the
election of the Step-Up Benefit to contract anniversaries only. Please note that if you have a third party investment
advisor who charges a separate advisory fee, and you have chosen to use withdrawals from your contract to pay this
fee, these will be treated as any other withdrawals, and the Step-Up Benefit will not be available.

Death of Owner.
Before Automatic Periodic Benefit Status. The MGWB rider terminates on the first owner’s date of
death (death of annuitant, if there is a non-natural owner), but the death benefit is payable. However, if the
beneficiary is the owner’s spouse, the spouse elects to continue the Contract, and the contract value steps up to the
minimum guaranteed death benefit, the MGWB Withdrawal Account and MAW are also reset. The MGWB charge
will continue at the existing rate. Reset upon spousal continuation does not affect any then existing Reset Option.

During Automatic Periodic Benefit Status. The death benefit payable during Automatic Periodic Benefit
Status is your MGWB Withdrawal Account which equals the sum of the remaining MGWB periodic payments.

Purchase. To purchase the MGWB rider, you must be age 80 or younger on the Rider Date. The MGWB
rider must be purchased on the contract date. If the rider is not yet available in your state, the Company may in its
discretion allow purchase of this rider during the 30-day period preceding the first contract anniversary after the date
of this prospectus, or the date of state approval, whichever is later.

ESII - 147947

*Minimum Guaranteed Withdrawal Benefit rider*¹:


		Maximum Annual Charge if Step-Up

As an Annual Charge	As a Quarterly Charge	Benefit Elected²

0.45% of contract value	0.12% of contract value	1.00% of contract value

1	We deduct optional rider charges from the subaccounts in which you are invested on each quarterly contract anniversary and pro-rata on termination of the Contract; if the value in the subaccounts is insufficient, the optional rider charges will be deducted from the Fixed Interest Allocation(s) nearest maturity, and the amount deducted may be subject to a Market Value Adjustment.

2	If you elect the Step-Up Benefit, we reserve the right to increase the charge for the MGWB to a maximum annual charge of 1.00% of contract value. Please see “Minimum Guarantee Withdrawal Benefit Step-Up Benefit, above.”

MGWB Excess Withdrawal Amount Examples. The following are examples of adjustments to the MGWB
Withdrawal Account and the Maximum Annual Withdrawal Amount for Transfers and Withdrawals in Excess of the
Maximum Annual Withdrawal Amount (“Excess Withdrawals Amount”):

Example #1: Owner has invested only in Covered Funds

Assume the Contract Value (CV) before the withdrawal is $100,000 and is invested in Covered Funds only,
the Eligible Payment Amount (EPA) is $100,000, the Maximum Annual Withdrawal Amount (MAW) is $7,000, the
MGWB Withdrawal Account allocated to Covered Funds (“Covered Withdrawal Account”) is $120,000, and a
withdrawal of $10,000 is made. The effect of the withdrawal is calculated as follows:

The new CV is $90,000 ($100,000 - $10,000).

The Excess Withdrawal Amount is $3,000 ($10,000 - $7,000).

The Covered Withdrawal Account is first reduced dollar-for-dollar by the portion of the withdrawal up to
the MAW to $113,000 ($120,000 - $7,000), and is then reduced pro-rata based on the ratio of the Excess
Withdrawal Amount to the CV (after being reduced for the withdrawal up to the MAW) to $109,354.84 ($113,000 *
(1 - $3,000 / $93,000)).

The EPA is reduced pro-rata based on the ratio of the Excess Withdrawal Amount to the CV (after being
reduced for the withdrawal up to the MAW) to $96,774.19 ($100,000 * (1 - $3,000 / $93,000)). The reduction to the
EPA for withdrawals of Excess Withdrawal Amount is applied pro-rata regardless of whether CV is allocated to
Covered or Excluded Funds. The MAW is then recalculated to be 7% of the new EPA, $6,774.19 ($96,774.19 *
7%).

Example #2: Owner has invested only in Excluded Funds

Assume the Contract Value (CV) before the withdrawal is $100,000 and is invested in Excluded Funds
only, the Eligible Payment Amount (EPA) is $100,000, the Maximum Annual Withdrawal Amount (MAW) is
$7,000, the MGWB Withdrawal Account allocated to Excluded Funds (“Excluded Withdrawal Account”) is
$120,000, and a withdrawal of $10,000 is made. The effect of the withdrawal is calculated as follows:

The new CV is $90,000 ($100,000 - $10,000).

The Excess Withdrawal Amount is $3,000 ($10,000 - $7.000) .

The Excluded Withdrawal Account is reduced pro-rata based on the ratio of the entire amount withdrawn to
the CV (before the withdrawal) to $108,000 ($120,000 * (1 - $10,000 / $100,000)).

ESII - 147947

The EPA is reduced pro-rata based on the ratio of the Excess Withdrawal Amount to the CV (after being
reduced for the withdrawal up to the MAW) to $96,774.19 ($100,000 * (1 - $3,000/$93,000)). The reduction to the
EPA for withdrawals of Excess Withdrawal Amount is applied pro-rata regardless of whether CV is allocated to
Covered or Excluded Funds. The MAW is then recalculated to be 7% of the new EPA, $6,774.19 ($96,774.19 *
7%).

Example #3: Owner has invested in both Covered and Excluded Funds

Assume the Contract Value (CV) before the withdrawal is $100,000 and is invested $60,000 in Covered
Funds and $40,000 in Excluded Funds. Further assume that the Eligible Payment Amount (EPA) is $100,000, the
Maximum Annual Withdrawal Amount (MAW) is $7,000, the MGWB Withdrawal Account allocated to Covered
Funds (“Covered Withdrawal Account”) is $75,000, the MGWB Withdrawal Account allocated to Excluded Funds
(“Excluded Withdrawal Account”) is $45,000, and a withdrawal is made of $10,000 ($8,000 from Covered Funds
and $2,000 from Excluded Funds).

The new CV for Covered Funds is $52,000 ($60,000 - $8,000), and the new CV for Excluded Funds is
$38,000 ($40,000 - $2,000).

The Covered Withdrawal Account is first reduced dollar-for-dollar by the lesser of the MAW ($7,000) and
the amount withdrawn from Covered Funds ($8,000) to $68,000 ($75,000 - $7,000), and is then reduced pro-rata
based on the ratio of any Excess Withdrawal Amount from Covered Funds to the CV in Covered Funds (after being
reduced for the withdrawal up to the MAW) to $66,716.98 ($68,000 * (1 – $1,000 / $53,000).

The Excluded Withdrawal Account is reduced pro-rata based on the ratio of the amount withdrawn from
Excluded Funds to the CV in Excluded Funds (prior to the withdrawal) to $42,750 ($45,000 * (1 - $2,000 /
$40,000)).

The EPA is reduced pro-rata based on the ratio of the Excess Withdrawal Amount to the CV (after being
reduced for the withdrawal up to the MAW) to $96,774.19 ($100,000 * (1 - $3,000 / $93,000)). The reduction to the
EPA for withdrawals of Excess Withdrawal Amount is applied pro-rata regardless of whether CV is allocated to
Covered or Excluded Funds. The MAW is then recalculated to be 7% of the new EPA, $6,774.19 ($96,774.19 *
7%).

Example #4: Owner transfers funds from Excluded Funds to Covered Funds

Assume the Contract Value (CV) before the transfer is $100,000 and is invested $60,000 in Covered Funds
and $40,000 in Excluded Funds. Further assume that the MGWB Withdrawal Account allocated to Covered Funds
(“Covered Withdrawal Account”) is $75,000, the MGWB Withdrawal Account allocated to Excluded Funds
(“Excluded Withdrawal Account”) is $45,000, and a transfer is made of $10,000 from Excluded Funds to Covered
Funds.

The new CV for Covered Funds is $70,000 ($60,000 + $10,000), and the new CV for Excluded Funds is
$30,000 ($40,000 - $10,000).

The Excluded Withdrawal Account is reduced pro-rata based on the ratio of the amount transferred from
Excluded Funds to the CV in Excluded Funds (prior to the transfer) to $33,750 ($45,000 * (1 - $10,000 / $40,000)).

The Covered Withdrawal Account is increased by the lesser of the reduction of the Excluded Withdrawal
Account of $11,250 ($45,000 - $33,750) and the actual amount transferred of $10,000. Thus, the Covered
Withdrawal Account is increased to $85,000 ($75,000 + $10,000).

ESII - 147947

Example #5: Owner transfers funds from Covered Funds to Excluded Funds

Assume the Contract Value (CV) before the transfer is $100,000 and is invested $60,000 in Covered Funds
and $40,000 in Excluded Funds. Further assume that the MGWB Withdrawal Account allocated to Covered Funds
(“Covered Withdrawal Account”) is $75,000, the MGWB Withdrawal Account allocated to Excluded Funds
(“Excluded Withdrawal Account”) is $45,000, and a transfer is made of $10,000 from Covered Funds to Excluded
Funds.

The new CV for Covered Funds is $50,000 ($60,000 - $10,000), and the new CV for Excluded Funds is
$50,000 ($40,000 + $10,000).

The Covered Withdrawal Account is reduced pro-rata based on the ratio of the amount transferred from
Covered Funds to the CV in Covered Funds (prior to the transfer) to $62,500 ($75,000 * (1 - $10,000 / $60,000)).

The Excluded Withdrawal Account is increased by the reduction of the Covered Withdrawal Account of
$12,500 ($75,000 - $62,500) to $57,500 ($45,000 + $12,500).

ESII - 147947

ING USA Annuity and Life Insurance Company
ING USA Annuity and Life Insurance Company is a stock company domiciled in Iowa.

ESII - 147947

05/01/09

<R>

PART B

Statement of Additional Information

ING GOLDENSELECT ESII

Deferred Combination Variable and Fixed Annuity Contract

Issued by

SEPARATE ACCOUNT B

ING USA ANNUITY AND LIFE INSURANCE COMPANY

</R>

This Statement of Additional Information is not a prospectus. The information contained herein should be
read in conjunction with the Prospectus for the ING USA Annuity and Life Insurance Company Deferred
Variable Annuity Contract, which is referred to herein. The Prospectus sets forth information that a
prospective investor ought to know before investing. For a copy of the Prospectus, send a written request
to ING USA Annuity and Life Insurance Company, Customer Service Center, P.O. Box 9271 Des
Moines, IA 50306-9271 or telephone 1-800-366-0066.

<R>

DATE OF PROSPECTUS AND

STATEMENT OF ADDITIONAL INFORMATION:

May 1 , 200 9

</R>

Table of Contents

Item		Page

Introduction		1
Description of ING USA Annuity and Life Insurance Company		1
Separate Account B of ING USA Annuity and Life Insurance Company		1
Safekeeping of Assets		1
Independent Registered Public Accounting Firm		1
Distribution of Contracts		1
Published Ratings		2
Accumulation Unit Value		2
Performance Information		3
Other Information		4
Financial Statements of ING USA Annuity and Life Insurance Company		5
Financial Statements of Separate Account B		5
Condensed Financial Information (Accumulation Unit Values)		5

Introduction
This Statement of Additional Information provides background information regarding Separate Account B.

Description of ING USA Annuity and Life Insurance Company
ING USA Annuity and Life Insurance Company (“ING USA”) is an Iowa stock life insurance company,
which was originally incorporated in Minnesota on January 2, 1973. ING USA is a wholly owned
subsidiary of Lion Connecticut Holdings Inc. (“Lion Connecticut”), which in turn is a wholly owned
subsidiary of ING Groep N.V. (“ING”), a global financial services holding company based in The
Netherlands. ING USA is authorized to sell insurance and annuities in all states, except New York and the
District of Columbia. ING USA’s financial statements appear in the Statement of Additional Information.

As of December 31, 2007, ING USA had approximately $3,119.0 million in stockholder’s equity and
approximately $81,276.2 billion in total assets, including approximately $44,477.8 billion of separate
account assets. [TO BE UPDATED BY AMENDMENT.] ING USA is authorized to do business in all
jurisdictions except New York. ING USA offers variable insurance products. ReliaStar Life Insurance
Company of New York (“RLNY”), an affiliate of ING USA, is licensed to do variable annuity business in
the state of New York.

Separate Account B of ING USA Annuity and Life Insurance Company
Separate Account B is a separate account established by the Company for the purpose of funding variable
annuity contracts issued by the Company. The separate account is registered with the Securities and
Exchange Commission (“SEC”) as a unit investment trust under the Investment Company act of 1940, as
amended. Purchase payments to accounts under the contract may be allocated to one or more of the
subaccounts. Each subaccount invests in the shares of only one of the funds offered under the contracts.
We may make additions to, deletions from or substitutions of available investment options as permitted
by law and subject to the conditions of the contract. The availability of the funds is subject to applicable
regulatory authorization. Not all funds are available in all jurisdictions or under all contracts.

Safekeeping of Assets
ING USA acts as its own custodian for Separate Account B.

Independent Registered Public Accounting Firm
[___], Atlanta GA 30308, an Independent
Registered Public Accounting Firm, performs annual audits of ING USA and Separate Account B. [TO
BE COMPLETED BY AMENDMENT.]

Distribution of Contracts
The offering of contracts under the prospectus associated with this Statement of Additional Information is
continuous. Directed Services LLC, an affiliate of ING USA, acts as the principal underwriter (as defined
in the Securities Act of 1933 and the Investment Company Act of 1940, as amended) of the variable
insurance products (the “variable insurance products”) issued by ING USA. The contracts are distributed
through registered representatives of other broker-dealers who have entered into selling agreements with
Directed Services LLC. For the years ended 2007, 2006 and 2005 commissions paid by ING USA,
including amounts paid by its affiliated Company, RLNY, to Directed Services LLC aggregated
$568,432,009, $429,206,095 and $378,135,000, respectively. [TO BE UPATED BY AMENDMENT.]
All commissions received by the distributor were passed through to the broker-dealers who sold the
contracts. Directed Services LLC is located at 1475 Dunwoody Drive, West Chester, Pennsylvania
19380-1478.

Under a management services agreement, last amended in 1995, ING USA provides to Directed Services
LLC certain of its personnel to perform management, administrative and clerical services and the use of
certain facilities. ING USA charges Directed Services LLC for such expenses and all other general and
administrative costs, first on the basis of direct charges when identifiable, and the remainder allocated
based on the estimated amount of time spent by ING USA’s employees on behalf of Directed Services
LLC. In the opinion of management, this method of cost allocation is reasonable. This fee, calculated as a
percentage of average assets in the variable separate accounts, was $109,907,841, $70,763,649 and
$42,969,000, for the years ended 2007, 2006, and 2005, respectively. [TO BE UPDATED BY
AMENDMENT.]

Published Ratings
From time to time, the rating of ING USA as an insurance company by A.M. Best may be referred to in
advertisements or in reports to contract owners. Each year the A.M. Best Company reviews the financial
status of thousands of insurers, culminating in the assignment of Best’s Ratings. These ratings reflect their
current opinion of the relative financial strength and operating performance of an insurance company in
comparison to the norms of the life/health insurance industry. Best’s ratings range from A+ + to F. An
A++ and A+ ratings mean, in the opinion of A.M. Best, that the insurer has demonstrated the strongest
ability to meet its respective policyholder and other contractual obligations.

Accumulation Unit Value
The calculation of the Accumulation Unit Value (“AUV”) is discussed in the prospectus for the Contracts
under Condensed Financial Information. Note that in your Contract, accumulation unit value is referred to
as the Index of Investment Experience. The following illustrations show a calculation of a new AUV and
the purchase of Units (using hypothetical examples). Note that the examples below do not reflect the
mortality and expense risk charge for this product and are for illustration purposes only. For AUV’s
calculated for this Contract, please see the Condensed Financial Information in the prospectus.

ILLUSTRATION OF CALCULATION OF AUV
EXAMPLE 1.
1. AUV, beginning of period		$10.00
2. Value of securities, beginning of period		$10.00
3. Change in value of securities		$0.10
4. Gross investment return (3) divided by (2)		0.01
5. Less daily mortality and expense charge		0.00004280
6. Less asset based administrative charge		0.00000411
7. Net investment return (4) minus (5) minus (6)		0.009953092
8. Net investment factor (1.000000) plus (7)		1.009953092
9. AUV, end of period (1) multiplied by (8)		$10.09953092

ILLUSTRATION OF PURCHASE OF UNITS (ASSUMING NO STATE PREMIUM TAX)
EXAMPLE 2.

1. Initial premium payment		$1,000
2. AUV on effective date of purchase (see Example 1)		$10.00
3. Number of units purchased (1) divided by (2)		100
4. AUV for valuation date following purchase (see Example 1)		$10.09953092
5. Contract Value in account for valuation date following purchase
(3) multiplied by (4)		$1,009.95

Performance Information
From time to time, we may advertise or include in reports to contract owner’s performance information
for the subaccounts of Separate Account B, including the average annual total return performance, yields
and other nonstandard measures of performance. Such performance data will be computed, or
accompanied by performance data computed, in accordance with standards defined by the SEC.

Except for the Liquid Assets subaccount, quotations of yield for the subaccounts will be based on all
investment income per unit (contract value divided by the accumulation unit) earned during a given 30-
day period, less expenses accrued during such period. Information on standard total average annual
return performance will include average annual rates of total return for 1-, 5- and 10-year periods, or
lesser periods depending on how long Separate Account B has been investing in the portfolio. We may
show other total returns for periods of less than one year. We will base total return figures on the actual
historic performance of the subaccounts of Separate Account B, assuming an investment at the beginning
of the period when the separate account first invested in the portfolios, and withdrawal of the investment
at the end of the period, adjusted to reflect the deduction of all applicable portfolio and current contract
charges. We may also show rates of total return on amounts invested at the beginning of the period with
no withdrawal at the end of the period. Total return figures which assume no withdrawals at the end of
the period will reflect all recurring charges. In addition, we may present historic performance data for the
investment portfolios since their inception reduced by some or all of the fees and charges under the
Contract. Such adjusted historic performance includes data that precedes the inception dates of the
subaccounts of Separate Account B. This data is designed to show the performance that would have
resulted if the Contract had been in existence before the separate account began investing in the
portfolios.

Current yield for the Liquid Assets subaccount is based on income received by a hypothetical investment
over a given 7-day period, less expenses accrued, and then “annualized” (i.e., assuming that the 7-day
yield would be received for 52 weeks). We calculate “effective yield” for the Liquid Assets subaccount
in a manner similar to that used to calculate yield, but when annualized, the income earned by the
investment is assumed to be reinvested. The “effective yield” will thus be slightly higher than the “yield”
because of the compounding effect of earnings. We calculate quotations of yield for the remaining
subaccounts on all investment income per accumulation unit earned during a given 30-day period, after
subtracting fees and expenses accrued during the period, assuming the selection of the Max 7 Enhanced
Death Benefit and the MGIB optional benefit rider. You should be aware that there is no guarantee
that the Liquid Assets Subaccount will have a positive or level return.

We may compare performance information for a subaccount to: (i) the Standard & Poor’s 500 Stock
Index, Dow Jones Industrial Average, Donoghue Money Market Institutional Averages, or any other
applicable market indices, (ii) other variable annuity separate accounts or other investment products
tracked by Lipper Analytical Services (a widely used independent research firm which ranks mutual funds
and other investment companies), or any other rating service, and (iii) the Consumer Price Index (measure
for inflation) to determine the real rate of return of an investment in the Contract. Our reports and
promotional literature may also contain other information including the ranking of any subaccount based
on rankings of variable annuity separate accounts or other investment products tracked by Lipper
Analytical Services or by similar rating services.

Performance information reflects only the performance of a hypothetical contract and should be
considered in light of other factors, including the investment objective of the investment portfolio and
market conditions. Please keep in mind that past performance is not a guarantee of future results.

Other Information
Registration statements have been filed with the SEC under the Securities Act of 1933, as amended, with
respect to the Contracts discussed in this Statement of Additional Information. Not all of the information
set forth in the registration statements, amendments and exhibits thereto has been included in this
Statement of Additional Information. Statements contained in this Statement of Additional Information
concerning the content of the Contracts and other legal instruments are intended to be summaries. For a
complete statement of the terms of these documents, reference should be made to the instruments filed
with the SEC.

FINANCIAL STATEMENTS OF ING USA ANNUITY AND LIFE INSURANCE COMPANY

The audited financial statements of ING USA Annuity and Life Insurance Company are listed below and are
included in this Statement of Additional Information:

[TO BE ADDED BY AMENDMENT.]

PART C - OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

Financial Statements: [TO BE FILED BY AMENDMENT.]

(a)(1) Included in Part A:

Condensed Financial Information.

(2)	Included in Part B:

	Financial Statements of ING USA Annuity and Life Insurance Company:

		Report of Independent Registered Public Accounting Firm

		Statements of Operations for the years ended December 31, 2007, 2006, and 2005

		Balance Sheets as of December 31, 2007 and 2006

		Statements of Changes in Shareholder’s Equity for the years ended December 31, 2007, 2006, and 2005

		Statements of Cash Flows for the years ended December 31, 2007, 2006, and 2005

		Notes to Financial Statements

	Financial Statements of Separate Account B:

		Report of Independent Registered Public Accounting Firm

		Statements of Assets and Liabilities as of December 31, 2007

		Statements of Operations for the year ended December 31, 2007

		Statements of Changes in Net Assets for the years ended December 31, 2007 and 2006

		Notes to Financial Statements

	Condensed Financial Information (Accumulation Unit Values)

Exhibits:
(b)
(1)		Resolution of the board of directors of Depositor authorizing the establishment of the
		Registrant, incorporated herein by reference to Post-Effective Amendment No. 29 to a
		Registration Statement on form N-4 for Golden American Life Insurance Company
		Separate Account B filed with the Securities and Exchange Commission on April 30,
		1999 (File Nos. 033-23351, 811-05626).

(2)		Not Applicable.

(3)	a.	Distribution Agreement between the Depositor and Directed Services, Inc., incorporated
		herein by reference to Post-Effective Amendment No. 29 to a Registration Statement on
		form N-4 for Golden American Life Insurance Company Separate Account B filed with
		the Securities and Exchange Commission on April 30, 1999 (File Nos. 033-23351, 811-
		05626).

	b.	Form of Dealers Agreement, incorporated herein by reference to Post-Effective
		Amendment No. 29 to a Registration Statement on form N-4 for Golden American Life
		Insurance Company Separate Account B filed with the Securities and Exchange
		Commission on April 30, 1999 (File Nos. 033-23351, 811-05626).

	c.	Organizational Agreement, incorporated herein by reference to Post-Effective
		Amendment No. 29 to a Registration Statement on form N-4 for Golden American Life
		Insurance Company Separate Account B filed with the Securities and Exchange
		Commission on April 30, 1999 (File Nos. 033-23351, 811-05626).

	d.	Addendum to Organizational Agreement, incorporated herein by reference to Post-
		Effective Amendment No. 29 to a Registration Statement on form N-4 for Golden
		American Life Insurance Company Separate Account B filed with the Securities and
Exchange Commission on April 30, 1999 (File Nos. 033-23351, 811-05626).

	e.	Expense Reimbursement Agreement, incorporated herein by reference to Post-Effective
		Amendment No. 29 to a Registration Statement on form N-4 for Golden American Life
		Insurance Company Separate Account B filed with the Securities and Exchange
		Commission on April 30, 1999 (File Nos. 033-23351, 811-05626).

	f.	Form of Assignment Agreement for Organizational Agreement, incorporated herein by
		reference to Post-Effective Amendment No. 29 to a Registration Statement on form N-4
		for Golden American Life Insurance Company Separate Account B filed with the
		Securities and Exchange Commission on April 30, 1999 (File Nos. 033-23351, 811-
		05626).

	g.	Amendment to the Distribution Agreement between ING USA and Directed Services Inc.,
		incorporated herein by reference to Post-Effective Amendment No. 26 to a Registration
		Statement on Form N-4 for ING USA Annuity and Life Insurance Company Separate
		Account B filed with the Securities and Exchange Commission on April 13, 2004 (File
		Nos. 333-28755, 811-05626).

	h.	Form of Rule 22c-2 Agreement, incorporated herein by reference to Post-Effective
		Amendment No. 10 to a Registration Statement on Form N-4 for ReliaStar Life Insurance
		Company of New York Separate Account NY-B filed with the Securities and Exchange
		Commission on April 12, 2007 (File Nos. 333-115515, 811-07935).

(4)	a.	Individual Deferred Combination Variable and Fixed Annuity Contract (GA-IA-1074),
		incorporated herein by reference to Post-Effective Amendment No. 7 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 October 2, 2000 (File Nos. 333-
		28679, 811-5626).

	b.	Group Deferred Combination Variable and Fixed Annuity Contract (GA-MA-1074),
		incorporated herein by reference to Post-Effective Amendment No. 7 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 October 2, 2000 (File Nos. 333-
		28679, 811-5626).

	c.	Individual Deferred Variable Annuity Contract (GA-IA-1075), incorporated herein by
		reference to Post-Effective Amendment No. 7 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 October 2, 2000 (File Nos. 333-28679, 811-
		05626).

	d.	Deferred Combination Variable and Fixed Annuity Certificate (GA-CA-1074),
		incorporated herein by reference to Post-Effective Amendment No. 7 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 October 2, 2000 (File Nos. 333-
		28679, 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).

ee.		Combination Minimum Guaranteed Withdrawal Benefit and Death Benefit Rider (ING
		LifePay Plus) (IU-RA-4010) [TO BE FILED BY AMENDMENT.]

	ff.	Combination Minimum Guaranteed Withdrawal Benefit and Death Benefit Rider (ING
Joint LifePay Plus) (IU-RA-4011) [TO BE FILED BY AMENDMENT.]

(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 Variable
		Annuity Account C of ING Life Insurance and Annuity Company as filed with the
		Securities and Exchange Commission on October 26, 2005 (File Nos. 333-28755, 811-
		05626).

	b.	Group Deferred Combination Variable and Fixed Annuity Enrollment Form, incorporated
		herein by reference to Post-Effective Amendment No.4 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 January 27, 2000 (File Nos. 333-28679,
		811-05626).

	c.	Deferred Variable Annuity Application (137098) (08-21-2006), incorporated herein by
		reference to Post-Effective Amendment No. 37 to a Registration Statement on Form N-4
		for ING USA Annuity and Life Insurance Company Separate Account B filed with the
		Securities and Exchange Commission on August 21, 2006 (File Nos. 333-28679, 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).

	g.	Deferred Variable Annuity Application (151279) (05/01/2009) [TO BE FILED BY
		AMENDMENT.]

(6)	a.	Amendment to Articles of Incorporation Providing for the Name Change of Golden
		American Life Insurance Company, dated (11/21/03), incorporated herein by reference to
		Post-Effective Amendment No. 1 to a Registration Statement on Form S-1 for ING USA
		Annuity and Life Insurance Company filed with the Securities and Exchange Commission
		on April 9, 2007 (File No. 333-133076).

	b.	Amendment to Articles of Incorporation Providing for the Change in Purpose and Powers
		of ING USA Annuity and Life Insurance Company, dated (03/04/04), incorporated herein
		by reference to Post-Effective Amendment No. 1 to a Registration Statement on Form S-1
		for ING USA Annuity and Life Insurance Company filed with the Securities and
		Exchange Commission on April 9, 2007 (File No. 333-133076).

	c.	Amended and Restated By-Laws of ING USA Annuity and Life Insurance Company,
		dated (12/15/04), incorporated herein by reference to Post-Effective Amendment No. 1 to
		a Registration Statement on Form S-1 for ING USA Annuity and Life Insurance Company
		filed with the Securities and Exchange Commission on April 9, 2007 (File No. 333-
		133076).

	d.	Resolution of the board of directors for Power of Attorney, dated 04/23/99, incorporated
		herein by reference to Post-Effective Amendment No. 12 to a Registration Statement on
		Form N-4 for Golden American Life Insurance Company Separate Account B filed with
		the Securities and Exchange Commission on April 23, 1999 (File Nos. 033-59261, 811-
		05626).

	e.	Articles of Merger and Agreement and Plan of Merger of USGALC, ULAIC, ELICI into
		GALIC and renamed ING USA Annuity and Life Insurance Company, dated 06/25/03,
		incorporated herein by reference to Post-Effective Amendment No. 25 to a Registration
		Statement on Form N-4 for ING USA Annuity and Life Insurance Company Separate
		Account B filed with the Securities and Exchange Commission on February 13, 2004
		(File Nos. 333-28679, 811-05626).

(7)		Not Applicable.

(8)	a.	Service Agreement by and between Golden American Life Insurance Company and
		Directed Services, Inc., incorporated herein by reference to Post-Effective Amendment
		No. 28 to a Registration Statement on form N-4 for Golden American Life Insurance
		Company Separate Account B filed with the Securities and Exchange Commission on
		May 1, 1998 (File Nos. 033-23351, 811-05626).

	b.	Asset Management Agreement between Golden American Life Insurance Company and
		ING Investment Management LLC, incorporated herein by reference to Post-Effective
		Amendment No. 29 to a Registration Statement on form N-4 for Golden American Life
		Insurance Company Separate Account B filed with the Securities and Exchange
		Commission on April 30, 1999 (File Nos. 033-23351, 811-05626).

	c.	Participation Agreement by and between AIM Variable Insurance Funds, Inc., Golden
		American Life Insurance Company and Directed Services, Inc., incorporated herein by
		reference to Post-Effective Amendment No. 32 to a Registration Statement on form N-4
		for Golden American Life Insurance Company Separate Account B filed with the
		Securities and Exchange Commission on April 26, 2002 (File Nos. 033-23351, 811-
		05626).

d.		Amendment to Participation Agreement by and between AIM Variable Insurance Funds,
		Inc., Golden American Life Insurance Company and Directed Services, Inc., incorporated
		herein by reference to Post-Effective amendment No. 8 to a Registration Statement on
		Form N-4 for ING USA Annuity and Life Insurance Company Separate Account B filed
		with the Securities and Exchange Commission on December 2, 2005 (File Nos. 333-
		33914, 811-05626).

e.		Participation Agreement between Golden American Life Insurance Company, American
		Funds Insurance Series and Capital Research and Management Company, incorporated
		herein by reference to Pre-Effective Amendment No. 1 to a Registration Statement on
		Form N-6 for ReliaStar Life Insurance Company Select * Life Variable Account filed
		with the Securities and Exchange Commission on July 17, 2003 (File Number 333-
		105319).

f.		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 28^th
		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 15^thday 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 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).

y.		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).

z.		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).

aa.		Participation Agreement by and between Liberty Variable Investment Trust, Golden
		American 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).

bb.		Participation Agreement by and between PIMCO Variable Insurance Trust, Golden
		American Life Insurance Company, 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 June 24, 2000 (File Nos. 333-33914, 811-05626).

cc.		Amendment to Participation Agreement by and between PIMCO Variable Insurance
		Trust, Golden American 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).

dd.		Participation Agreement by and between Pioneer Variable Contracts Trust, Golden
		American Life Insurance Company, 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).

ee.		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).

ff.		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).

gg.		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).

hh.		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).

ii.		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).

jj.		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)

kk.		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.

	ll.	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 [TO BE FILED BY AMENDMENT.]

(10)		Consent of Independent Registered Public Accounting Firm [TO BE FILED BY
		AMENDMENT.]

(11)		Not Applicable.

(12)		Not Applicable.

(13)		Powers of Attorney, attached.

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, 13^thFloor	Director
	New York, NY 10169
Robert G. Leary*	230 Park Avenue	Director
	New York, NY 10169
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 and
	Atlanta, GA 30327-4390	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 Appointed
	West Chester, PA 19380	Actuary
Linda E. Senker	1475 Dunwoody Drive	Vice President and Chief Compliance
	West Chester, PA 19380	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

	ING GROEP
	U.S. FINANCIAL SERVICES


	ING GROEP N.V. (The Netherlands)
		No FEIN-Non-Insurer

	ING VERZEKERINGEN N.V. (The Netherlands)
		No FEIN Non-Insurer

	ING INSURANCE INTERNATIONAL B.V. (The Netherlands)
	No FEIN Non-Insurer EIN# 98-0159264


ING AMERICA INSURANCE HOLDINGS, INC.

(Delaware) Non-Insurer 52-1222820


	ING North America Insurance Corporation
	Non-Insurer (Delaware) 52-1317217

	ING Payroll Management, Inc.
	Non-Insurer (Delaware) 52-2197204

	ING Risk Management (Bermuda) Limited Non-Insurer
	Non-US Taxpayer - No FEIN Assigned

	Lion II Custom Investments LLC (Delaware)
	Non-Insurer 52-1222820

	Lion Connecticut Holdings Inc.
	(Connecticut) Non-Insurer 02-0488491

	ING Brokers Network, LLC (Delaware)
	Non-Insurer 52-2215129

	ING Insurance Agency, Inc.
	(California) Non-Insurer 84-1490645

12/31/08	ING Insurance Agency, Inc. of Texas
	Non-Insurer 74-2946531

Page 1	Multi-Financial Group, LLC
	Non - Insurer 58-1827264 (Georgia)

	Multi-Financial Securities Corporation
	(Colorado) Non-Insurer 84-0858799

	MFSC Insurance Services, Inc.
	Non-Insurer (California) 94-3145434

	MFSC Insurance Agency of Nevada,
	Inc. (Nevada) Non-Insurer 84-1482296

	IB Holdings LLC Non-Insurer
	(Virginia) 41-1983894

	The New Providence Ins. Co. LTD
	(Cayman Islands) Non-Insurer 98-0161114

	ING Financial Partners, Inc.
	(Minnesota) Non-Insurer 41-0945505

	ING International Insurance Holdings, Inc.
	Non-Insurer (Connecticut) 06-1028458

	ALICA Holdings, Inc. Non-Insurer	2
	20-5299942 (Connecticut)

	ILICA Inc.	3
	06-1067464 (Connecticut) Insurer

	ING Life Insurance Company Limited
	(Republic of China) Insurer

	ING International Nominee Holdings, Inc.
	06-0952776 (Connecticut) Non-Insurer

	AII 1, LLC
	Non-Insurer (Connecticut) No tax id

	AII 2 LLC
	Non-Insurer (Connecticut) No tax id

	AII 3 LLC
	Non-Insurer (Connecticut) No tax id

	AII 4 LLC
	Non-Insurer (Connecticut) No tax id

	ING Investment Management LLC (Delaware)
	Non-Insurer 58-2361003

12/31/08	ING Investment Management Co.
	(Connecticut) Non-Insurer 06-0888148

Page 2	ING Investment Management
	(Bermuda) Holdings Limited Non-Insurer

	ING Investment Trust Co.
	Non-Insurer (Connecticut) 06-1440627

	ING Investment Management Alternative Assets LLC
	Non Insurer (Delaware) 13-4038444

	ING Alternative Asset Management LLC
	Non-Insurer (Delaware) 13-3863170

11/17/08	Armada Capital SA de CV
	Non-Insurer (Mexico)

11/17/08	Armada Latin America Opportunity Fund GP, Ltd.
	Non-Insurer (Cayman Islands)

	Furman Selz Investments LLC
	Non-Insurer (Delaware) 13-3863171

	Furman Selz (SBIC) Investments LLC
	Non-Insurer (Delaware) 13-3863604

	Furman Selz Investment II LLC	4
	Non-Insurer (Delaware) 13-3929304

	ING Furman Selz Investments III LLC	5
	Non-Insurer (Delaware) 13-4127836

	Furman Selz Management (BVI) Limited
	Non-Insurer (British Virgin Islands)

	ING Equity Holdings Inc.
	Non-Insurer 13-3778184

	ING Ghent Asset Management LLC
	Non-Insurer 13-4003969

	ING Investment Management Services LLC
	Non-Insurer 13-3856628

	ING Multi-Strategies Management (LUX) S.A.
	Non-Insurer (Luxembourg)

	ING Pomona Holdings LLC
	Non-Insurer 13-4152011

	Pomona G. P. Holdings LLC
	Non-Insurer (Delaware) 13-4150600

12/31/08	Pomona Management LLC
	Non-Insurer (Delaware) 13-4197000

Page 3	ING Capital Corporation, LLC
	(Delaware) Non-Insurer 86-1020892

ING Funds Services, LLC
	(Delaware) Non-Insurer 86-1020893

	ING Funds Distributor, LLC
	(Delaware) Non-Insurer 03-0485744

	ING Pilgrim Funding, Inc.
	(Delaware) Non-Insurer 06-1501895

	ING Investments, LLC
	(Arizona) Non-Insurer 03-0402099

	ING Life Insurance and Annuity Company
	(Connecticut) Insurer 71-0294708 NAIC 86509

	Directed Services LLC
	(Delaware) Non-Insurer 14-1984144

	ING Financial Advisers, LLC
	(Delaware) Non-Insurer 06-1375177

	ING National Trust Non-Insurer
	41-1966125

	ING Retail Holding Company, Inc.
	(Connecticut) Non-Insurer 06-1527984

	ING Insurance Services Holding Company, Inc.
	(Connecticut) Non-Insurer 06-1475329

	ING Insurance Services, Inc.
	(Connecticut) Non-Insurer 06-1465377

	ING Insurance Services of Massachusetts, Inc.
	(Massachusetts) Non-Insurer 04-3370454

	FNI International, Inc.
	(California) Non-Insurer 33-0048439

	FN Insurance Services, Inc.
	(California) Non-Insurer 33-0232417

12/31/08	FN Insurance Agency of New Jersey, Inc.
	(New Jersey) Non-Insurer 22-3693416

Page 4	FN Insurance Services of Nevada, Inc.
	(Nevada) Non-Insurer 88-0319907

	FN Insurance Agency of Kansas, Inc.
	(Kansas) Non-Insurer 43-1878293

	Financial Network Investment Corporation
	Non-Insurer (California) 95-3845382

	Financial Network Investment Corporation
	of Puerto Rico (Puerto Rico) Non-Insurer 52-2173808

	ING Services Holding Company, Inc.
	(Connecticut) Non-Insurer 06-1527982

Systematized Benefits Administrators, Inc.
(Connecticut) Non-Insurer 06-0889923

ING USA Annuity and Life Insurance Company (Iowa)
	Insurer NAIC #80942 41-0991508

	PrimeVest Financial Services, Inc.
	(Minnesota) Non-Insurer 41-1483314

	Bancnorth Investment Group, Inc.
	(Minnesota) Non-Insurer 41-1735462

	Branson Insurance Agency, Inc.
	(Massachusetts) Non-Insurer 04-3116141

	Compulife, Inc. Non-Insurer
	(Virginia) 54-1252522

	Compulife Investor Services, Inc.
	Non-Insurer (Virginia) 54-1439322

	Guaranty Brokerage Services, Inc.
	(California) Non-Insurer 68-0165121

	PrimeVest Insurance Agency of Alabama, Inc.
	(Alabama) Non-Insurer 41-1786871

	Primevest Insurance Agency of Nevada, Inc.
	(Nevada) Non-Insurer 61-1426263

	PrimeVest Insurance Agency of New Mexico, Inc.
	(New Mexico) Non-Insurer 85-0422391

	PrimeVest Insurance Agency of Ohio, Inc.
	(Ohio) Non-Insurer 31-1388789

12/31/08	PrimeVest Insurance Agency of Oklahoma, Inc.	1
	(Oklahoma) Non-Insurer 73-1455177

Page 5	PrimeVest Insurance Agency of Texas, Inc.	1
	(Texas) Non-Insurer 74-2703790

		PrimeVest Insurance Agency of Wyoming, Inc.
		(Wyoming) Non-Insurer 41-1996927

ReliaStar Life Insurance Company Insurer
(Minnesota) 41-0451140 NAIC 67105

		ING Re (UK) Limited
		(United Kingdom) Insurer

		ReliaStar Life Insurance Company of New York
		(New York) Insurer 53-0242530 NAIC 61360

		Whisperingwind I, LLC
		(South Carolina) Insurer 14-1981620

		Whisperingwind II, LLC
		(South Carolina) Insurer 32-0185577

		Roaring River, LLC
		(Missouri) Insurer 26-3355951

		ING Institutional Plan Services, LLC
		(Delaware0 Non-Insurer 04-3516284)

		ING Investment Advisors, LLC
		(New Jersey) Non-Insurer 06-00083408

		Australia Retirement Services holding, LLC
		(Delaware) Non-Insurer 26-0037599

10/22/08		ING Wealth Solutions LLC
		(Delaware) Non-Insurer 26-3757394

		Security Life Assignment Corp. (Colorado)
		84-1437826 Non-Insurer

		Security Life of Denver Insurance Company (Colorado)
		Insurer 84-0499703 NAIC #68713

		ING America Equities, Inc. (Colorado)
		Non-Insurer 84-1251388

		Midwestern United Life Insurance Company (Indiana)
		Insurer NAIC #66109 35-0838945

		Whisperingwind III, LLC
		(South Carolina) Insurer 35-2282787

		Security Life of Denver International Limited
		Insurer 98-0138339 (Bermuda)

12/31/08		Lion Custom Investments LLC (Delaware)
		98-0138339 Non-Insurer

Page 6		ING Financial Products Company, Inc. (Delaware)
		Non-Insurer 26-1956344

1 Company owned by individual pursuant to state law, Shareholder agreement with parent company.

2 ALICA Holdings, Inc. is 80% owned by ING International Insurance Holdings, Inc. and 20% owned by ING Insurance International B.V.

3 ING International Insurance Holdings, Inc. owns 100% of the voting shares of ILICA Inc. and ALICA Holdings, Inc. owns 100% of the non-voting

shares of ILICA, Inc.

4 Furman Selz Investments II LLC owned 94% by ING Investment Management Alternative Assets LLC

5 ING Furman Selz Investments III LLC owned 84.5% by ING Investment Management Alternative Assets LLC

ITEM 27: NUMBER OF CONTRACT OWNERS

As of December 31, 2009, there are 89,181 qualified contract owners and 44,256 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

Names	Principal Business Address		Positions and Offices with Underwriter
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 Advisor 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 has
duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf in the
City of West Chester, Commonwealth of Pennsylvania, on this 2^ndday of February 2009.

		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 February 2, 2009.

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*

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 #
(13)	Powers of Attorney		EX-99.B13